G A R D A D i V E R S i F i E D P R O P E R T Y F U N D

ARSN 104 391 273

P R O D U C T D i S C L O S U R E S TAT E M E N T

in relation to an offer of 70 million units in the

G A R D A D i V E R S i F i E D P R O P E R T Y F U N D

Responsible Entity and Issuer:

GARDA Capital Limited ABN 53 095 039 366 AFSL 246714

LEAD MANAGER & UNDERWRITER Morgans Corporate Limited

CO-MANAGER Taylor Collison Limited

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I N T R O D U C T I O N
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iMPORTANT iNFORMATiON

This information is important and requires your attention.

It is important that you read this document carefully and in its entirety prior to making an investment decision with respect to the Offer. In particular you should pay careful consideration to the risk factors outlined in Section 8 and the tax implications in Section 11 of this document as they relate to your personal investment objectives, financial circumstances and needs. The potential tax effects of the Offer will vary between Investors. If you have any queries or are unsure about aspects of this document or the Offer please consult your stockbroker, accountant or other independent financial adviser before deciding whether to invest.

RESPONSIBLE ENTITY

GARDA Capital Limited (ABN 53 095 039 366) (AFSL 246714) is the Responsible Entity of the GARDA Diversified Property Fund (ARSN 104 391 273). This document is a product disclosure statement for the purposes of Part 7.9 of the Corporations Act and has been issued by the Responsible Entity in respect of the Offer.

LODGEMENT AND LISTING

This PDS is dated 22 May 2015 and was lodged with ASIC in accordance with section 1015B of the Corporations Act on that date. The Responsible Entity will apply for the admission of the Fund to the Official List and the quotation of the Units on the ASX within 7 days after the date of this PDS. Neither ASIC nor ASX takes any responsibility for the contents of this PDS or the merits of the investment to which this PDS relates.

EXPOSURE PERIOD

The Corporations Act prohibits the Responsible Entity from processing Applications in the seven day period after the date of lodgement of this PDS. This period may be extended by ASIC by up to a further seven days. No preference will be conferred on Applications received during the Exposure Period.

NOT INVESTMENT ADVICE

The information contained in this PDS should not be taken as financial product advice and has been prepared as general information only without consideration of your particular investment objectives, financial circumstances or particular needs. In particular, you should pay careful consideration to the risk factors outlined in Section 8 in light of your personal circumstances, recognising that other risk factors may exist in addition to those identified and should also be considered before deciding whether to invest.

If you have any queries or uncertainties relating to aspects of this PDS or the Offer please consult your stockbroker, accountant or other independent financial adviser before deciding whether to invest.

Similarly the tax implications of your investment will vary depending on your personal financial circumstances and investment objectives. You should consider the tax implications outlined in Section 11 of this PDS and obtain your own professional taxation advice prior to deciding whether to invest in the Units.

NO COOLING–OFF RIGHTS

Cooling-off rights do not apply to an investment in the Units pursuant to the Offer. This means that, in most circumstances, you will be unable to withdraw your Application once it has been accepted.

Details of the rights and liabilities attached to each Unit are set out in the Constitution of the Fund (summarised at Section 12.1), a copy of which will be made available for inspection, free of charge at the registered office of the Responsible Entity during normal trading hours.

ELECTRONIC PDS

An electronic copy of this PDS may be viewed online by Australian and New Zealand investors at www.gardacapital. com.au during the Offer Period. If you access this PDS electronically please ensure that you download and read this PDS in its entirety. The Offer to which this PDS relates is available to persons receiving this PDS (electronically or otherwise) in Australia and New Zealand only. A paper form of this PDS can be obtained, free of charge, during the Offer Period by contacting the Offer Information Line.

Applications for Units in the Fund will only be considered if applied for on an Application Form (refer to Section 16 for further information).

The Corporations Act prohibits any person from passing the Application Form on to another person unless it is accompanied by this PDS in its paper form or the complete and unaltered electronic form.

FOREIGN JURISDICTIONS

This PDS has been prepared to comply with the requirements of Australian law and is only being made available to Australian resident Retail Investors and Institutional Investors located in Australia and New Zealand.

This PDS does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

Distribution of this PDS outside of Australia (whether electronically or otherwise) may be restricted by law.

Persons who receive this PDS outside of Australia are required to observe any such restrictions. Failure to comply with such restrictions may find you in violation of applicable securities laws.

P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D

Unless otherwise agreed with the Responsible Entity, any person subscribing for Units in the Offer shall by virtue of such subscription be deemed to represent that they are not in a jurisdiction which does not permit the making of an offer or invitation as detailed in this PDS, and are not acting for the account or benefit of a person within such jurisdiction.

None of the Responsible Entity, the Lead Manager, CoManager, nor any of their respective directors, officers, employees, consultants, agents, partners or advisers accepts any liability or responsibility to an Investor to determine whether a person is able to participate in the Offer.

The Units described in this PDS have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act”) or the securities law of any state of the United States, and may not be offered or sold directly or indirectly, in the United States. See Section 9.18 for further details.

UPDATED INFORMATION

Information regarding the Offer may need to be updated from time to time. Any updated information about the Offer that is considered not materially adverse to investors will be made available at the Responsible Entity’s website at www.gardacapital.com.au, and the Responsible Entity will provide a copy of the updated information free of charge to any eligible investor who requests a copy by contacting the Offer Information Line on 1300 668 378 (toll free within Australia) or +61 1300 668 378 (outside Australia) between 8:30am and 5:30pm (AEST) Monday to Friday (during the Offer Period).

In accordance with its obligations under the Corporations Act, the Responsible Entity may issue a supplementary product disclosure statement to supplement any relevant information not disclosed in this PDS. You should read any supplementary disclosures made in conjunction with this PDS prior to making any investment decision.

VARIATION OF THE OFFER

At any time prior to the Allocation of Units contemplated in this PDS, the Responsible Entity reserves the right in its absolute discretion, without advance notice and without liability, to vary the Offer or its procedures or to postpone or cancel the Offer.

FINANCIAL INFORMATION

Unless otherwise specified, all financial and operational information contained in this PDS is believed to be current as at the date of this PDS.

All currency amounts are in Australian dollars unless otherwise specified.

This PDS includes forecast financial information based on the best estimate assumptions of the Board of the Responsible Entity. The financial information presented in this PDS is unaudited. See “Forward-looking Statements” below.

INDEPENDENT VALUATIONS

This PDS contains information regarding the independent valuations of the Properties by independent valuer, m3property. Valuations are an opinion of a fair price payable by a willing buyer, not a guarantee of current or future market value. By necessity, valuations require the Valuer to make subjective judgments that, even if logical and appropriate, may differ from those made by a purchaser or another valuer.

Independent valuations are subject to a number of assumptions and conditions, including but not limited to:

that all properties are held with good and marketable title, free and clear of any or all liens, encumbrances, restrictions or other impediments of an onerous nature and that utilisation of the land is within the boundaries of the property lines with no trespass or encroachment;
responsible ownership and competent property management;
the absence of any defects in engineering or presence of any hazardous waste and/or toxic material;
compliance with all applicable federal, state and local environmental regulations and laws and all applicable zoning and use regulations and restrictions; and
the absence of any latent or unhidden conditions or defects on the property, subsoil or structures.

Property values can change substantially, even over short periods of time, and an independent valuer’s opinion of value could differ significantly if the date of valuation were to change. A high degree in volatility in the market may lead to fluctuations in values over a short period of time.

FORWARD–LOOKING STATEMENTS

Certain “forward-looking statements” have been provided in this PDS. These statements can be identified by the use of words such as “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “target”, “predict”, “guidance”, “plan” and other similar expressions. Indications of, and guidance on, future earnings and financial position and performance are also forwardlooking statements.

Preparation of these forward-looking statements was undertaken with due care and attention; however, forwardlooking statements remain subject to known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Responsible Entity and its officers, employees, agents and advisers. Consequently, such factors may impact the performance of the Fund such that actual performance differs materially to any performance indicated in the forward-looking statements.

Some of the risk factors that impact on forward-looking statements in this PDS are set out in Section 8. No assurance can be provided that actual performance will reflect the

I N T R O D U C T I O N

guidance provided. Other than as required by law, none of the Responsible Entity, its respective directors, officers, employees or advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this PDS will actually occur. You are cautioned not to place undue reliance on those statements.

The forward-looking statements in this PDS reflect the views held only immediately before the date of this PDS, unless otherwise stated. Subject to the Corporations Act and any other applicable law, each of the Responsible Entity, its respective directors, officers, employees and advisers disclaims any duty to disseminate after the date of this PDS any updates or revisions to any such statements to reflect any change in expectations in relation to such statements or any change in events, conditions or circumstances on which any such statement is based.

UNDERWRITING AGREEMENT

Morgans Corporate Limited (ACN 010 539 607) (AFSL 235407), has been appointed by the Responsible Entity as Lead Manager and Underwriter to the Offer, subject to certain terms and conditions stipulated in the Underwriting Agreement.

The Underwriting Agreement sets out a number of circumstances where the Lead Manager may terminate the agreement and its obligations. For further information on the terms and conditions of the Underwriting Agreement you should refer to Section 12.3 of this PDS.

PHOTOGRAPHS, DIAGRAMS AND ARTIST’S RENDERINGS

Photographs, diagrams and artist’s renderings contained in this PDS that do not have accompanying descriptions are intended for illustrative purposes only. They should not be interpreted to mean an endorsement of this PDS or its contents by any person shown in these images. Furthermore, assets not accompanied by a description should not be interpreted as being owned by the Fund.

Diagrams used in this PDS are also intended for illustrative purposes only and may not be drawn to scale.

DEFINITIONS, ABBREVIATIONS AND OTHER INFORMATION

In this PDS, unless a contrary intention is clearly indicated or the context requires, defined terms have the meaning attributed to them in the Glossary in Section 15.

Unless otherwise stated or implied, references to times in this PDS are to AEST.

Rounding of the figures provided in this PDS may result in some discrepancies between the sum of components and the totals outlined within the tables and percentage calculations.

DISCLAIMER

No person is authorised to give any information, or to make any representation in connection with the Offer that is not contained in this PDS.

Any information or representation that is not contained in this PDS may not be relied on as having been authorised by the Responsible Entity in connection with the Offer. Except as required by law, and only to the extent so required, neither the Responsible Entity, nor any other person, warrants or guarantees the future performance of the Fund, the repayment of capital, or any return on any investment made pursuant to this information.

Neither the Lead Manager or the Co-Manager has authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this PDS and does not make or purport to make any statement in this PDS and there is no statement in this PDS which is based on any statement by the Lead Manager or the Co-Manager. The Lead Manager and the Co-Manager and their affiliates, officers and employees, to the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this PDS and make no representation or warranty as to the currency, accuracy, reliability or completeness of this PDS.

PRIVACY

By filling out an Application Form to apply for Units, you are providing personal information to the Responsible Entity through the Registry. The Responsible Entity and the Registry on its behalf, may collect, hold and use that personal information in order to process your Application. The Responsible Entity may also collect, hold and use that personal information in order to service your needs as a Unitholder, provide facilities and services that you request and carry out appropriate administration.

If you do not provide the information requested in the Application Form, the Responsible Entity and the Registry may not be able to process or accept your Application.

Your personal information may also be provided to the Responsible Entity’s agents and service providers on the basis that they deal with such information in accordance with their respective privacy policies. These agents and service providers may be located outside Australia where your personal information may not receive the same level of protection as that afforded under Australian law. The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be shared are:

the Lead Manager in order to assess your Application;
printers and other companies for the purpose of preparation and distribution of statements and for handling mail;

P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D

market research companies for the purpose of analysing the Fund’s Investor base and for product development and planning; and
legal and accounting firms, auditors, contractors, consultants and other advisers for the purpose of administering, and advising on, the Units and for associated actions.

If an Applicant becomes a Unitholder, the Corporations Act requires the Responsible Entity to include information about the Unitholder (including name, address and details of the Units held) in its public register of Unitholders. If you do not provide all the information requested, your Application Form may not be able to be processed.

The information contained in the Responsible Entity’s register of Unitholders must remain there even if that person ceases to be a Unitholder. Information contained in the Responsible Entity’s register of Unitholders is also used to facilitate dividend payments, corporate communications (including financial results, annual reports and other information that the Responsible Entity may wish to communicate to its Unitholders) and compliance with legal and regulatory requirements.

You may request access to your personal information held by (or on behalf of) the Responsible Entity. You can request access to your personal information by writing to or telephoning the Registry at 1300 668 378. If any of your information is not correct or has changed, you may require it to be corrected.

By submitting an Application, you agree that the Responsible Entity and the Registry may communicate with you in electronic form or contact you by telephone in relation to the Offer.

FURTHER QUESTIONS

If you have any queries relating to aspects of this PDS please call your stockbroker or the Offer Information Line on 1300 668 378 (toll free within Australia) or +61 1300 668 378 (outside Australia) between 8:30am and 5:30pm (AEST) Monday to Friday during the Broker Firm Offer.

I N T R O D U C T I O N

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TABLE OF CONTENTS
Chairman’s Letter ...........................................................................................................................................................7
Key Offer Information ...................................................................................................................................................8
Section 1 – Investment Overview ................................................................................................................................9
Section 2 - Overview of the Fund ...............................................................................................................................23
Section 3 – Property Portfolio ....................................................................................................................................29
Section 4 – Management of the Fund .......................................................................................................................39
Section 5 – Summary of Valuation Reports .............................................................................................................45
Section 6 – Financial Information ...........................................................................................................................111
Section 7 – Investigating Accountant’s Report ....................................................................................................119
Section 8 – Risks ..........................................................................................................................................................129
Section 9 – Details of the Offer ................................................................................................................................135
Section 10 – Fees and other Costs ...........................................................................................................................141
Section 11 – Taxation .................................................................................................................................................147
Section 12 – Summary of Important Documents ................................................................................................153
Section 13 – Additional Information .......................................................................................................................161
Section 14 – Corporate Governance Policies ........................................................................................................167
Section 15 – Glossary ..................................................................................................................................................179
Section 16 – Application Forms ................................................................................................................................185
Section 17 – Corporate Directory ............................................................................................................................189
6 P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D
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CHAiRMAN’S LETTER

Dear Investor

On behalf of the Board, I am pleased to offer you the opportunity to subscribe for Units in the Fund.

The Responsible Entity is seeking to raise $70 million through the issue of 70 million Units at an Offer Price of $1.00 per Unit. The capital raising is underwritten, and an application will be made by the Responsible Entity for the admission of the Fund to the Official List of ASX and the quotation of the Units on the ASX within 7 days after the date of this PDS.

The Fund intends to be an ASX-listed REIT with seven property assets independently valued at approximately $140.7 million. The Fund’s Properties include six commercial properties and one industrial property, which offers investors a diversified portfolio through tenant profile, geographic location and building type, with strong portfolio fundamentals including 95% occupancy and a WALE of 3.5 years.[1]

The Fund will primarily invest in commercial offices located both in city and suburban office markets as well as industrial facilities along the eastern seaboard of Australia with the objective of providing regular, stable, tax advantaged distributions.

The Fund will offer investors[1] :

a WACR for the portfolio of 8.9%;
an occupancy level of 95%;
a WALE of 3.5 years (by income);
a forecast Distribution Yield for the year ending 30 June 2016 of 9.0% with distributions to be paid quarterly[2] ;
a forecast payout ratio of between 90% to 95%;
a forecast initial LVR of 30% within a long-term target Gearing range of 30% to 35%[3] ;
forecast tax advantage income of 33% to 43% for the year ending 30 June 2016;

The Responsible Entity of the Fund is a member of the GARDA Capital Group and is an active asset manager.

The GARDA Capital Group and its Associates, together with the Associate Lenders or their Associates, will hold not less than 10% of the Units in the Fund following the completion of the Transaction.

This Offer comprises an Institutional Offer, a Broker Firm Offer, and a Priority Offer to Existing Investors in the Fund.

Following Listing, the Responsible Entity may (in its sole discretion) undertake an on-market Buy-Back of up to 20 million Units in the Fund representing up to $20 million prior to 11 May 2016. The Buy-Back is intended to provide Investors with sufficient liquidity to allow them to exit their investment in the Fund.

This PDS contains important and detailed information regarding the Offer, and the Properties, operations and financial performance and prospects of the Fund.

You should read this PDS in its entirety including Section 8 which sets out the risks associated with an investment in the Fund, and Section 10 which sets out the fees and other costs associated with investing in the Fund. In addition, you should consider seeking relevant professional advice before making an investment decision.

On behalf of the Board, I look forward to welcoming you as an Investor in the Fund.

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David Usasz Chairman GARDA Capital Limited

As Responsible Entity of the GARDA Diversified Property Fund

pro forma NTA of $1.02 per Unit[3] compared to the Offer Price of $1.00 per Unit;
pro forma market capitalisation of approximately $97 million based on the Offer Price; and
the potential for distribution growth through contracted rent increases with a Portfolio (fixed and/or CPI) average of 3.51% per annum calculated using a CPI of 2.67%.

All information provided above is based on Financial Information and the assumptions discussed in Section 6 of this PDS.

All Portfolio metrics are calculated at at 30 April 2015.
Calculated assuming $70 million raised under the Offer at the Offer Price, initial Gearing at 30% and the other assumptions set out in Section 6, including the potential impact of the Buy-Back.
Subject to the potential impact of the Buy-Back - see Section 6.6.

I N T R O D U C T I O N

KEY OFFER iNFORMATiON

KEY OFFER STATISTICS1
Ofer Price	$1.00
Units available under the Ofer	70 million
Proceeds from the Ofer	$70 million
Number of Units on issue at the Allotment Date	97.2 million
Market capitalisation at the Ofer Price	Approximately $97.2 million
FY16 Distributable Earnings Yield per Unit (p.a.)2	9.46%
FY16 Distribution Yield per Unit (p.a.)2	9.00%
Pro forma NTA per Unit	$1.02
Ofer Price discount to NTA per Unit	2%
Expected tax deferred income component for FY16	Approximately 33% to 43%
Note: All information provided is based on Financial Information and the assumptions set out in Section 6 of this PDS.
KEY PORTFOLIO STATISTICS3
Number of assets	7
Gross building area	45,088m²
Independent Valuation ($million)	$140.7
Weighted Average Capitalisation Rate (WACR)	8.9%
Occupancy rate	95%
Weighted Average Lease Expiry (WALE)	3.5 years
KEY DATES
Broker Firm Ofer and Priority Ofer open	10.00am AEST 10 June 2015
Priority Ofer close	5.00pm AEST 22 June 2015
Broker Firm Ofer close	5.00pm AEST 26 June 2015
Allotment of Units	30 June 2015
Expected dispatch of Unitholder holding statements	1 July 2015
Expected commencement of trading on ASX on normal settlement basis	7 July 2015

Note: The dates above are indicative only and may change without notice.

The Responsible Entity reserves the right, with the consent of the Lead Manager, to vary the times and dates of the Offer including to close the Offer early, extend the Offer or to accept late Applications, either generally or in particular cases, without notification. Applications received under the Offer are irrevocable and may not be varied or withdrawn except as required by law.

Investors are therefore encouraged to submit their Application Forms as early as possible after the Offer opens. No coolingoff rights apply to the Offer.

HOW TO INVEST

Applications for Units issued as part of the Offer can only be made by completing and lodging the Application Form.

Instructions on how to apply for Units issued as part of the Offer are set out in Section 16 and on the back of the Application Form in Section 17.

This information is based on the Forecast Financial Information and is subject to risk, uncertainties and assumptions disclosed in Sections 6 and 9 of this PDS. Refer to Section 6 for information relating to the Fund’s financial forecast and pro forma balance sheet including relevant assumptions and sensitivities.
Calculated assuming $70 million raised under the Offer at the Offer Price, initial Gearing at 30% and the other assumptions set out in Section 6, including the potential impact of the Buy-Back.
All Portfolio metrics are calculated as at 30 April 2015.

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SECTiON 1 iNVESTMENT OVERViEW

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1.1 INVESTMENT OVERVIEW

This Section is a summary only. You should read this PDS in its entirety prior to making an investment decision and before completing an Application Form. This PDS contains important information about an investment in the Fund. You should consider obtaining your own professional advice from your stockbroker, solicitor, accountant or other independent advisor before investing in Units offered under this PDS.

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OVERVIEW OF THE FUND REFERENCE
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What is the	The Fund will be an ASX-listed REIT which intends to invest in commercial ofces	Sections 2,3,
Fund?	in city and suburban markets as well as industrial facilities along the eastern	4, 6
	seaboard of Australia. The Fund holds seven established property assets
	independently valued at $140.7 million, and, based on the Ofer Price is expected
	to have a market capitalisation upon Listing of approximately $97.2 million.
	The Fund’s Portfolio has an occupancy rate of 95%, a WALE (by income) of
	3.5 years, WACR of 8.9% and a diversifed income profle with 44 sitting tenants.1
	The Fund will ofer investors:
	• distributions to be paid quarterly;
	• exposure to a diversifed commercial and industrial property portfolio;
	• income returns supported by leases to reputable tenants with structured
	rental growth and the potential for capital growth over time;
	• a conservative capital structure and transparent fee arrangement; and
	• access to the expertise and experience of the GARDA Capital Group.
What will be	The Fund’s objective is to provide sustainable and growing distributable income	Section 2
the investment	derived from investment in commercial ofces in city and suburban markets as
objective of the	well as industrial facilities along the eastern seaboard of Australia.
Fund?
What is	The Fund’s investment and growth strategy is intended to be achieved through:	Section 2
the Fund’s strategy?	• investing in commercial ofces located both in city and suburban ofce markets as well as industrial facilities along the eastern seaboard of Australia;
	• investing in assets comprising a balance of:
	– assets demonstrating the potential for stable long term cash fows; and
	– a proportion of higher yielding and active management assets where
	the Responsible Entity intends on improving both the income profle and
	capital value of those assets;
	• investing in a Portfolio diversifed by building type, location and tenant;
	• investing in Properties with structured rental growth;
	• maintaining a conservative capital structure and long-term target Gearing of
	30% to 35%2;
	• providing Investors with the potential for capital growth over time; and
	• accessing the GARDA Capital Group’s expertise and experience in asset and
	capital management.

All Portfolio metrics are calculated as at 30 April 2015.
Subject to the potential impact of the Buy-Back - see Section 6.6.

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OVERVIEW OF THE FUND REFERENCE	OVERVIEW OF THE FUND REFERENCE
What is the Fund’s policy for acquiring properties? Subject to maintaining an appropriate level of Gearing, the Responsible Entity intends to acquire additional properties for the Fund consistent with the investment strategy to grow scale and diversifcation. The Fund’s growth strategy is to acquire commercial ofces and industrial properties that: • are located both in city and suburban ofce markets or industrial facilities along the eastern seaboard of Australia; • preserve or enhance the Fund’s diversity of building type and location; and • are leased or agreed to be leased to qualifed tenants. The Responsible Entity will review this investment strategy from time to time and may vary the criteria, or acquire a property that does not meet some or all of the criteria, where it considers it in the best interests of Unitholders to do so. The extent to which the Fund acquires properties in the future will depend on the particular circumstances at the relevant time including the proposed terms of purchase and the availability of debt and equity funding. The Forecast Financial Information has been prepared on the basis that there will be no acquisitions or disposals of properties during the Forecast Period. Sections 2, 3
How is the Fund structured? The Fund is a real estate investment trust that owns the Portfolio. The Fund is externally managed by the Responsible Entity, a member of the GARDA Capital Group. Section 2
Will the Fund take on material development risk? No, the Fund is not a property developer and will not take on material development risk. The Fund’s policy is to acquire properties which are either completed, or where the Fund is protected from any material development or delivery risk. Section 2

PORTFOLIO OVERVIEW REFERENCE
What are the key metrics of the Portfolio?	Key Portfolio Statistics1 Sections 3, 5 Valuation ($million) $140.7 Number of assets 7 Gross building area 45,088m² WACR 8.9% Occupancy rate 95% WALE 3.5 years

All Portfolio metrics are calculated as at 30 April 2015.

S E C T I O N 1 – I N V E S T M E N T O V E R V I E W

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PORTFOLIO OVERVIEW REFERENCE
What assets will Property Independent Cap NLA WALE Occupancy Section 3
comprise the Valuation ($m) rate (m [2] ) (years) (%)
Fund’s initial (%)
property portfolio
(the Portfolio)? Office
572-576 31.6 8.00 6,587 2.3 100
Swan Street,
Richmond VIC
436 Elgar Road, 18.5 9.00 5,725 4.2 100
Box Hill VIC
B2, 747 13.6 8.87 3,617 3.0 91
Lytton Road,
Murarrie QLD
12-14 The Circuit, 20.0 9.33 4,675 4.6 100
Brisbane Airport
QLD
7-19 Lake Street, 37.0 9.25 14,813 3.7 88
Cairns QLD (inc
Grafton St land)
154 Varsity Parade, 12.0 9.00 3,994 3.0 88
Varsity Lakes QLD
Industrial
142-150 Benjamin 8.0 8.50 5,677 3.7 100
Place, Lytton
Total 140.7 8.9 45,088 3.5 95
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How was the Portfolio constructed?	The Fund has an existing and established Portfolio of commercial and industrial property assets that are presently managed by the Responsible Entity as an unlisted registered management investment scheme. Sections 3, 8.4
What are the top 10 tenants?	Portfolio diversifcation by tenant (top 10): Section 3 Company Rent ($m) % total Commonwealth Govt (CASA) 2.75 16 Golder Associates 2.49 15 QLD State Govt (Transport & Main Roads) 1.65 10 Fulton Hogan 0.94 6 Spotless Services 0.94 5 CGI 0.86 5 Stellar Asia Pacifc 0.75 4 Serco 0.68 4 Planet Innovations 0.64 4 Grant Thornton 0.55 3 Top 10 Total 12.25 72

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CAPITAL STRUCTURE OF THE FUND REFERENCE	CAPITAL STRUCTURE OF THE FUND REFERENCE
What is the existing and proposed capital structure of the Fund?	Number of fully paid ordinary Units currently on issue 21.6 million Number of fully paid ordinary Units proposed to be issued as part of the Ofer 70.0 million Number of ordinary Units issued not part of the Ofer 5.6 million Total number of fully paid ordinary Units 97.2 million Number of debt securities currently on issue Nil Number of debt securities proposed to be issued as part of the Ofer Nil Total number of debt securities on issue Nil No additional equity is proposed to be issued following the admission of the Fund to the Ofcial List in accordance with any material contract or agreement as disclosed in this PDS. Sections 6, 9

RESPONSIBLE ENTITY REFERENCE
Who is the Responsible Entity of the Fund? The Responsible Entity is GARDA Capital Limited, which is a member of the GARDA Capital Group. The Responsible Entity holds an AFSL which permits it to act as Responsible Entity of the Fund. Sections 2, 4
Who are the Directors of the Responsible Entity? The Board of the Responsible Entity comprises fve Directors, three of whom are non-executive Directors including the independent chairman. The Directors of the Board of the Responsible Entity are: • David Usasz – Independent Chairman; • Matthew Madsen – Managing Director; • Mark Hallett – Non-executive Director; • Philip Lee – Non-executive Director; and • Leylan Neep – Executive Director. Details of the experience of the Directors of the Board of the Responsible Entity are set out in Section 4. Section 4
Who will manage the Fund? The Fund will be managed by the Responsible Entity. Sections 2, 4
What are the key responsibilities of the Responsible Entity? The key responsibilities of the Responsible Entity include: • strategy development and implementation; • fnancial management and administration; • investment evaluation and implementation, including asset acquisition and divestments; • governance and regulatory compliance; • portfolio and asset management; • capital management; • planning and delivery of capital works; and • investor relations. Sections 2, 4

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RESPONSIBLE ENTITY REFERENCE
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Who are the senior executives of the Responsible Entity?	The GARDA Capital Group will provide resources to the Responsible Entity, including the following key executives who will be involved in the management and operation of the Fund: • Matthew Madsen – Managing Director; • Leylan Neep – Executive Director/CFO/Company Secretary;	Section 4
	• Lachlan Davidson – General Counsel;
	• Vanessa Burns – General Manager, Real Estate Services;
	• Paul Brown – Manager, Investor Relations; and
	• Christian Seymour – Project Manager.
	Details of the experience of the senior executives of the GARDA Capital Group
	are set out in Section 4.
What fees will the	Upon Listing, the Responsible Entity is entitled to a Management Fee of 0.65%	Section 10
Responsible Entity	per annum of GAV (reducing to 0.60% per annum of GAV in excess of $750
receive?	million).
	The Responsible Entity is entitled to a capital works fee, equal to 5% of the value
	of all capital works undertaken by the Fund relating to the Properties.
	The Responsible Entity is entitled to be reimbursed for reasonable expenses
	incurred in the operation of the Fund (estimated at approximately 0.33% per
	annum (plus GST) of the Fund’s GAV over the Forecast Period).
	The Responsible Entity will not charge a performance fee.
	The GARDA Capital Group may earn fees in relation to services it provides to the
	Fund under the Management Services Agreement and other services which the
	Fund engages the GARDA Capital Group to undertake on an arms-length basis.
Who is the GARDA	The GARDA Capital Group is a real estate investment and funds management	Sections 2, 4
Capital Group?	group, with a Board and management team that have considerable real estate
	and funds management experience.
Will the GARDA	The GARDA Capital Group and its Associates, together with the Associate	Sections 2, 13
Capital Group	Lenders or their Associates, will hold not less than 10% of the Units as at the
hold Units in the	completion of the Transaction.
Fund?	The GARDA Capital Group together with the Associate Lenders or their
	Associates, will acquire Units through the Ofer to reach this level. It is the
	GARDA Capital Group’s intention to retain the investment in the Fund as a
	strategic stake, in line with its co-investment strategy.
Are there related	The Responsible Entity has engaged GRES, a member of the GARDA Capital	Sections 2,
party transactions	Group, to provide various property management services to the Fund.	10, 13
with the GARDA Capital Group?	See Section 10 for information on fees payable to GRES under these arrangements.
	The appointment of GRES is on commercial arms-length terms, and will be
	subject to regular review.

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OVERVIEW OF THE OFFER REFERENCE
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What is the Ofer? What are the terms of the Ofer?	The Responsible Entity intends to raise $70 million by ofering 70 million Units at an Ofer Price of $1.00 per Unit. • The Ofer Price is $1.00 per Unit. • $70 million equity raising through this issue of 70 million new Units. • Units are expected to commence trading on the ASX on or about 7 July 2015	Section 9 Section 9
	on a normal settlement basis.
How is the Ofer	The Ofer will consist of:	Section 9
structured?	• the Institutional Ofer, which consists of an ofer to certain institutional
	investors in Australia and New Zealand;
	• the Broker Firm Ofer, comprised of a Broker Firm Retail Ofer and a Broker
	Firm Sophisticated Ofer, which each consist of an ofer to Australian resident
	Investors who have received a frm Allocation from their Broker; and
	• a Priority Ofer to eligible Existing Investors in the Fund.
What will the	An amount of $2.5 million has been allocated to the Priority Ofer. The actual	Section 9
Allocation be	amount raised through the Priority Ofer will depend on the amount of Units
under the Priority	that eligible Existing Investors in the Fund subscribe for under the Priority Ofer.
Ofer?
Is the Ofer	Yes, the Ofer is underwritten by the Lead Manager.	Sections 9, 12
underwritten?	The Responsible Entity and the Lead Manager have entered into an Underwriting
	Agreement in respect of the management of the Ofer. Under certain
	circumstances, the Lead Manager may terminate the Underwriting Agreement.
	See Section 12 for further information concerning the Underwriting Agreement.
How will the	The Ofer Proceeds will be used, together with the borrowings under the New	Section 9
proceeds of the	Debt Facility to:
Ofer be used?	• repay existing debt (including break costs and exit fees) of approximately
	$106.7 million;
	• pay the Transaction Costs associated with the Ofer of approximately
	$3.9 million; and
	• provide working capital of approximately $2.0 million.
Can the Ofer be	Yes, the Responsible Entity in consultation with the Lead Manager, reserves	Section 9
withdrawn?	the right to withdraw the Ofer or close it early. If the Ofer is withdrawn, the
	Responsible Entity will refund all Application Monies in full, without interest.
Who can	• Institutional Investors in Australia and New Zealand will be invited to	Section 9
participate in the	participate in the Institutional Ofer.
Ofer?	• The Broker Firm Ofer is open to Australian resident Retail Investors (Broker
	Firm Retail Ofer) and Sophisticated Investors (Broker Firm Sophisticated
	Ofer) who have received a frm Allocation from their Broker.
	• The Priority Ofer is open to eligible Existing Investors in the Fund who are
	Australian residents at the time the Priority Ofer is made.

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OVERVIEW OF THE OFFER REFERENCE
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Where do I fnd an Application Form, and what should I do with it?	Institutional Ofer Applicants The Lead Manager will separately advise Institutional Investors of the Application procedures for the Institutional Ofer. Broker Firm Ofer Applicants	Key Ofer Information, Sections 9.7, 9.8, 13.13, 16, 17
	An Application Form accompanies this PDS, or can be obtained from
	your Broker.
	To apply under the Broker Firm Ofer, you must lodge your Broker Firm Retail
	Ofer Application Form or Broker Firm Sophisticated Ofer Application From (as
	applicable), and Application Monies in accordance with your Broker’s directions
	in order to receive your frm Allocation.
	Priority Ofer Applicants
	The Priority Ofer is only open to eligible Existing Investors in the Fund. To apply
	under the Priority Ofer, eligible Existing Investors must complete the relevant
	Priority Ofer Application Form and pay any applicable Application Monies in
	accordance with the instructions on the relevant Priority Ofer Application Form.
	You will need to provide your unique Unitholder reference number, so the
	Registry can identify you as an eligible Existing Investor.
When do I apply?	Key dates for the Ofer are set out in the Key Ofer Information Section.	Key Ofer
	Applications under the Priority Ofer will only be accepted from 10.00am	Information
	Wednesday 10 June 2015 to 5.00pm on Monday 22 June 2015.
	Applications under the Broker Firm Ofer will only be accepted from 10.00am
	Wednesday 10 June 2015 to 5.00pm on Friday 26 June 2015.
	All times and dates referred to in this PDS are subject to change and as such
	if you wish to participate in the Ofer you are encouraged to submit your
	Application Form as soon as possible after the Broker Firm Ofer and Priority
	Ofer opening date.
When will I know	Holding statements confrming your Allocation under the Ofer are expected to	Key Ofer
if my Application	be dispatched on 1 July 2015.	Information
has been
accepted?
Is there a cooling-	There will not be a cooling-of period in relation to Applications. Once an	Important
of period?	Application has been lodged, in most instances, it cannot be withdrawn.	Information,
		Section 9
What is the	For Applicants under the Broker Firm Ofer and Priority Ofer, the Minimum	Section 9
minimum and	Application Amount is $2,000 and in increments of at least $100 thereafter.
maximum Application amount under the	Applicants under the Institutional Ofer will be provided further information regarding the Institutional Ofer from the Lead Manager.
Ofer?	There is no maximum application amount.
What is the	The Allocation of Units between the Broker Firm Ofer, Institutional Ofer and the	Section 9
Allocation policy?	Priority Ofer will be determined by the Lead Manager in consultation with the
	Responsible Entity.
	For Broker Firm Ofer Applicants, Brokers will decide as to how they allocate
	Units among their clients. However, the Responsible Entity and the Lead
	Manager reserve the right to reject or scale back any Applications in the Broker
	Firm Ofer and Priority Ofer.

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Will the Units be Listed?	The Responsible Entity will apply for the Fund to be admitted to the Ofcial List of the ASX and quotation of the Units on the ASX within seven days after lodgement of this PDS. The issue of new Units and the Buy-Back (if implemented) will be conditional on the ASX accepting the Fund’s application for admission to the Ofcial List of the	Important Information, Sections 2, 9.12
	ASX.
	The Fund’s ASX code will be GDF.
When can I sell	The Responsible Entity will apply for the Fund to be admitted to the Ofcial	Key Ofer
my Units on	List of the ASX within 7 days after the lodgement of this PDS. It is expected the	Information
the ASX?	Units will commence trading on the ASX on or about 7 July 2015 on a normal
	settlement basis.
	Following the issue of Units under the Ofer (expected to occur on or about
	30 June 2015) the Registry will send successful Applicants a holding statement
	detailing the number of Units issued to them under the Ofer. It is expected that
	holding statements will be dispatched on or about 1 July 2015.
	It is expected that Units will commence trading on the ASX on a normal
	settlement basis on or about 7 July 2015.
	It is the responsibility of Applicants to confrm their Allocation of Units prior to
	trading in Units. A Unitholder who sells Units before they receive their holding
	statements does so at their own risk.
Is there a sale	There is no sale facility for Existing Investors, however the Responsible Entity	Section 6
facility?	at its discretion may undertake a conditional on-market Buy-Back of up to 20
	million Units in the Fund representing up to $20 million for up to 12 months after
	11 May 2015, being the date of the extraordinary general meeting of Unitholders
	of the Fund at which the Buy-Back was approved.
	If implemented, the Buy-Back will take place on-market and is therefore subject
	to the Fund becoming Listed as part of the Transaction, the Corporations Act and
	the Listing Rules.
What is the	Following Listing, if the Responsible Entity determines (in its sole discretion) that	Sections 6, 8
Buy-Back?	there is unsatisfed liquidity, the Responsible Entity may purchase on-market up
	to 20 million Units, representing up to $20 million, before immediately cancelling
	those Units. The Responsible Entity will not buy-back Units in the frst 5 days
	following Listing at a price greater than the Ofer Price of $1.00.
	The timing of the commencement and conduct of the Buy-Back (if undertaken)
	will be in accordance with the Constitution, Listing Rules and all applicable laws.
	The Buy-Back if implemented, will be funded from the New Debt Facility. Please
	refer to Section 6 for further information and the sensitivity analysis which
	indicates the impact on Gearing.
Why is there a	There has been no liquidity for Existing Investors in the Fund for many years.	Section 8
Buy-Back?	The Buy-Back has been approved by Existing Investors and is intended to
	provide incoming investors with the comfort that there will be a liquid market
	for the Fund’s Units in addition to providing Existing Investors with a liquidity
	mechanism should they elect to exit their investment in the Fund.
	As part of the Responsible Entity’s capital management strategy, the Board of
	the Responsible Entity will regularly monitor and review the most cost efcient
	and efective forms of capital available to the Fund and the uses of that capital.
	The objective of the Responsible Entity’s capital management strategy will be to
	achieve an appropriate balance between deployment of capital in existing assets,
	and strategic investments and distribution of surplus capital to Investors.
	The Responsible Entity will only conduct the Buy-Back if it considers the
	transaction to be in the best interests of Investors.

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OVERVIEW OF THE OFFER REFERENCE
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What is the New Debt Facility?	As part of the Listing, the Responsible Entity will enter into the New Debt Facility on behalf of the Fund with a New Lender. It is expected that the New Debt Facility will initially draw down approximately $42.6 million (subject to the potential impact of the Buy-Back, if implemented). The New Lender has provided a credit approved term sheet to provide the New Debt Facility to the Fund, subject to certain conditions precedent.	Sections 6, 6.7.8, 9, 12.2
	The New Debt Facility will contain a number of undertakings, and the
	following terms:
	• Facility term of 3 years;
	• Facility limit of $63 million;
	• LVR covenant of less than or equal to 45%;
	• ICR covenant of greater than or equal to 2.5 times; and
	• WALE not to be less than 2 years.
What is	The Associate Lenders have given notice to convert the Associate Loan to	Section 12.6,
happening to the	Units in the Fund as part of the Ofer. Accordingly, 5.6 million units will either	13.6
Associate Loan?	be Allocated to the Associate Lenders or at their nomination may be held
	by Associates of the Associate Lenders, or the GARDA Capital Group and its
	Associates. 1.4 million of these Units will be subject to a voluntary escrow
	arrangement for 12 months (please refer to Section 12.6 for further information).
	The GARDA Capital Group and its Associates, together with the Associate Lender
	or their Associates, will also subscribe for a further 4.4 million Units to be issued
	as part of the Ofer.
	Accordingly, the GARDA Capital Group and its Associates, together with the
	Associate Lender or their Associates, will hold not less than 10% of the Units in
	the Fund as at the completion of the Transaction.

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BENEFITS AND RISKS REFERENCE
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What are the	Key fnancial metrics:	Key fnancial metrics:
main benefts	•	forecast EPU of 9.46 cents in FY161;
associated with	•	forecast DPU of 9.00 cents in FY161;
an investment in	•	payout ratio of approximately 95%;
the Fund?	•	Ofer Price set at a 2% discount to pro forma NTA; and
	•	FY16 forecast tax deferred distribution of approximately 33% to 43%.
	All	information provided is based on Financial Information and the assumptions
	set	out in Section 6.
	Simple fund and capital structure:
	•	all Properties are part of an existing portfolio and 100% held by the Fund;
	•	market standard leases over all Properties;
	•	transparent base management fee and no performance fees; and
	•	long-term target Gearing range between 30% to 35% with an initial LVR of
		30% at completion of the Transaction (subject to the potential impact of the
		Buy-Back, if implemented) and a maximum LVR of 45%.
	Diversifed portfolio:
	•	seven assets independently valued at $140.7 million located on the eastern
		seaboard of Australia;
	•	occupancy of 95%, WALE of 3.5 years, WACR of 8.9%2;
	•	expiration of material rent free incentive during FY16; and
	•	rental growth is anticipated via contracted annual rent increases.
	Exposure to reputable tenants with fxed rental reviews:
	•	the top fve tenants of the Fund comprise over 50% of rental income and
		include federal and state government and major organisations; and
	•	approximately 99% of the gross income of the Portfolio will be subject to
		annual rent reviews that have an average annual increase of 3.51%.

Calculated assuming $70 million raised under the Offer at the Offer Price, initial Gearing at 30% and the other assumptions set out in Section 6, including the potential impact of the Buy-Back.
All Portfolio metrics are calculated as at 30 April 2015.

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BENEFITS AND RISKS REFERENCE
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What are the main benefts associated with an investment in the Fund? (continued)	Experienced and aligned management team in GARDA Capital Group: • the Responsible Entity is part of the GARDA Capital Group, with a Board and senior management team that have considerable experience across the Australian real estate and funds management sectors; and • the GARDA Capital Group and its Associates, together with the Associate Lenders or their Associates, will hold not less than10% of the Units as at the	Sections 2, 4
	completion of the Transaction.
What are the	The key risks associated with an investment in the Fund are set out in detail in	Section 8
main risks	Section 8.
associated with an investment in	Key risks specifc to an investment in property include:
the Fund?	Rental income risk

Distributions, interest payments and debt reductions are largely dependent on the amounts of rent received from tenants in respect of the Fund’s Properties, and those tenants paying rent in accordance with their lease terms.
Tenants may default on their lease obligations, resulting in potential capital losses and/or a reduction in income to the Fund. The amount of any capital loss or loss of income to the Fund may not be covered in full or at all by bank or personal guarantees.

Re-leasing and vacancy risk

Tenants may default on their lease obligations, resulting in potential capital losses and/or a reduction in income to the Fund. The amount of any capital loss or loss of income to the Fund may not be covered in full or at all by bank or personal guarantees. There is a risk that if the Responsible Entity is unable to negotiate a lease extension with an existing tenant at the end of their lease, or replace a lease on expiry with a lease to a new tenant on equivalent terms, there may be a significant impact on the distributable income of the Fund and a negative impact on any valuation for that Property. It may also reduce WALE, which may affect marketability of the Property and the Units, and may affect any forecasts of the Responsible Entity.

Property valuation risk

While the Fund bases its valuation calculations on independent valuations, the ongoing valuation and revaluation of a Property (or a New Acquisition) is largely influenced by changes in greater market property drivers including supply, demand, Capitalisation Rates, occupancy levels, lease expiries, incentives and capital expenditure, as well as the availability of funding and nearby amenities.
There is no guarantee that a Property will achieve a market or sale price approaching the valuation, or that the valuation upon which the Fund purchases a Property can be achieved in a subsequent sale. There is no guarantee that a Property’s valuation will increase while owned by the Fund, or that the valuation of the Property will not decrease as a result of the change in assumptions that the valuation at the time of acquisition (or at the time of any disclosure) was based upon and consequently provided to be incorrect.

S E C T I O N 1 – I N V E S T M E N T O V E R V I E W

BENEFITS AND RISKS	BENEFITS AND RISKS	REFERENCE
What are the main risks associated with an investment in the Fund? (continued)	Trading price of Units • The trading price of any listed security may go up or down, depending on matters inherent to the Fund and due to external factors such as property prices generally, market sentiment or takeover ofers. Securities traded on the ASX can be volatile, irrespective of any change in the underlying value of the assets of the Fund or not. Units may trade at a discount to NTA. There	Sections 6,8
	can be no guarantee that the number of buyers at any point in time in the
	market will match or exceed the number of sellers, or that Unitholders will
	be able to sell for a price which they or the Responsible Entity believe fairly
	refects the value of their Units. Some classes of securities or segments such
	as property are countercyclical, and may not demonstrate market price
	increases when other securities in other classes are performing well.
	Funding and refnancing risk
	• In order to fund New Acquisitions, Capex and, if applicable, the Buy-Back
	or other material capital events, the Responsible Entity intends to rely on
	funding options including equity, debt or a combination of both. The inability
	to attract funding or to refnance the Existing Debt Facility, or any increase in
	the cost of such funding, may have an adverse impact on the performance
	and the fnancial position of the Fund and prevent the Responsible Entity
	from managing the Fund efectively.
FINANCIAL INFORMATION		REFERENCE
What is the pro	The Fund is expected to have an NTA of $1.02 per Unit at completion of the	Section 6
forma NTA per	Transaction.
Unit?
What will be the	Following completion of the Transaction, the Fund is expected to have an initial	Section 6
Gearing of the	LVR of approximately 30%.
Fund?	The Fund’s long-term target Gearing is between 30% to 35% (subject to the
	potential impact of the Buy-Back, if implemented), with a maximum LVR of 45%,
	although the Responsible Entity may change the Fund’s Gearing policy in the
	future.
DISTRIBUTABLE EARNINGS AND DISTRIBUTIONS		REFERENCE
What is the	The forecast Distributable Earnings Yield of the Fund is 9.46% for the year	Section 6
Fund’s expected	ending 30 June 20161.
Distributable Earnings and Distributions per	The forecast Distribution Yield of the Fund is 9.00% for the year ending 30 June 20161.
Unit?	This represents a forecast payout ratio of 95% of Distributable Earnings for the
	year ending 30 June 2016.
	Investors should note that the forecast Distribution Yields and forecast
	Distributable Earning Yields are subject to risk, assumptions and sensitivities,
	see Section 6 of the PDS.
What is the Fund’s	Distributions of income from the Fund to be paid quarterly in arrears in the	Sections 2, 6
Distribution	month following the end of the calendar quarter.
policy?	The Fund will aim to distribute between 90% and 100% of its Distributable
	Earnings each year.
Are Distributions	No. Distributions are not guaranteed.	Sections 2, 6
guaranteed?

Calculated assuming $70 million raised under the Offer at the Offer Price, initial Gearing at 30% and the other assumptions set out in Section 6, including the potential impact of the Buy-Back.

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DISTRIBUTABLE EARNINGS AND DISTRIBUTIONS	DISTRIBUTABLE EARNINGS AND DISTRIBUTIONS	REFERENCE
What portion of the Distributions will be tax deferred for Australian tax purposes?	Approximately 33% to 43% of the Distributions over the Forecast Period are expected to be tax deferred.	Sections 2, 6
TAXATION IMPLICATIONS		REFERENCE
What are the tax	Participation in the Ofer may have taxation implications for Investors. These	Important
implications of	implications will difer depending on the individual circumstances of each	Information,
the Ofer?	Investor who participates in the Ofer.	Section 11
	An analysis of income tax implications applicable to Investors is outlined in
	Section 11. Information concerning tax implications of the Ofer in this PDS
	is general in nature and investors should seek and only rely on their own
	professional taxation advice in relation to their own position.
GOVERNANCE AND	BOARD	REFERENCE
What are the key	The key responsibilities of the Board include:	Sections 2,
responsibilities of the directors of	• strategy development and implementation;	4, 14
the Responsible	• fnancial management;
Entity?	• adhering to governance and regulatory requirements; and
	• performance evaluation.
	The Directors of the Responsible Entity will, at all times, act in the best interests
	of Unitholders.
Who appoints	The Directors of the Board are appointed by the Responsible Entity.	Sections 4, 14
the directors of
the Responsible
Entity?
What will be	The Board has established governance arrangements to ensure that the	Section 14
the governance	Fund will be efectively managed in a manner that is properly focused on its
arrangements	investment objectives and the interests of Unitholders, as well as conforming to
for the Fund	regulatory and ethical requirements.
and who will be responsible for them?	The Board is responsible for the governance of the Fund, and recognises the role and importance of good corporate governance and is committed to high standards of compliance.
Will annual	For both tax and reporting purposes, the Fund reports on a 30 June fnancial	Section 6
and half-yearly	year end basis. Formal reporting will be provided to Unitholders as at 30 June
fnancial reports	(full year) and 31 December (interim) each year.
be provided to the
Fund Unitholders?
Will the Fund hold	The Fund will hold annual general meetings of Unitholders. The Fund’s	Section 14
annual meetings?	external Auditor will attend and be available at each annual general meeting
	of Unitholders to answer questions from Unitholders relevant to the audit of
	the Fund.

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OFFER COSTS REFERENCE
Is the Offer Yes. The offer is fully underwritten by the Underwriter. See Section 12.3. Sections 8, 12.3
underwritten?
What are the Total expenses in relation to the Offer and the Listing are expected to total Section 10
fees and costs approximately $3.9 million.
associated with
the Offer?
Who will bear the As the Offer Price is set at a discount to NTA, Existing Investors in the Fund will Section 10.4
Offer costs? bear all of the Transaction Costs, including any fees and costs associated with
the Offer and the Listing.
Is there No brokerage, commission or stamp duty is payable by Applicants who apply Section 10
any broker for Units using an Application Form.
commission
Various fees in relation to the Offer may be payable by the Fund to the Lead
or stamp duty
Manager. The Co-Manager’s fees will be paid by the Lead Manager.
payable by
Applicants If you buy or sell Units on the ASX, you may have to pay brokerage and other
costs. Under current law, no stamp duty will be payable by an investor on
any subsequent trading of Units in the Fund on the ASX on the basis that an
investor does not acquire (whether alone or together with associates) 90% or
more of the units in the Fund.
OTHER INFORMATION REFERENCE
Where can I If you have any questions please contact the Offer Information Line on 1300 Section 13
find out further 668 378 (within Australia) or +61 1300 668 378 (from outside Australia).
information about
the Offer?
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2 2

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SECTiON 2 OVERViEW OF THE FUND

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2.1 INTRODUCTION

At completion of the Transaction, the Fund will be an ASX listed REIT that will focus on investing and managing a diversified portfolio of commercial office and industrial assets located both in suburban and city locations along the eastern seaboard of Australia.

and is an active asset manager having progressed an asset improvement initiative over the past three years and developed strong relationships with the forty-four existing tenants of the Properties. This is also demonstrated by the approximately 29,000m² that has been leased by the Fund since the beginning of the 2013 financial year. The Fund will offer Unitholders:

The Portfolio is an existing property portfolio comprising six commercial office assets and one industrial asset independently valued at $140.7 million.

An established, diversified portfolio of seven properties located in Brisbane, Cairns, the Gold Coast and Melbourne;

The Portfolio has geographic diversification and a broad located in Brisbane, Cairns, the Gold Coast and tenant base consisting of a mix of federal and state Melbourne; government, international and national organisations • Portfolio occupancy of 95%, WALE of 3.5 years, WACR of across the construction, engineering and professional 8.9% and a quality tenant base where the top 10 tenants services sectors. account for 72% net income[1] ; GARDA Capital Limited is the Responsible Entity of the • Forecast EPU of 9.46 cents in FY16[2 ] ; and Fund, and is a member of the GARDA Capital Group. The Responsible Entity has an intimate knowledge of the Portfolio • Forecast DPU of 9.00 cents in FY16[2] .

2.2 OVERVIEW OF THE FUND

A summary of the Portfolio has been provided below with individual property data provided in Section 3.

KEY PORTFOLIO METRICS AT COMPLETION1
Total property assets	7
Independent valuation	$140.7 million
WACR	8.9%
NLA	45,088m²
WALE (by income)	3.5 years
Occupancy (by income)	95%

2.3 MAIN BENEFITS ASSOCIATED WITH AN INVESTMENT IN THE FUND

Key fnancial	•	Forecast EPU of 9.46 cents in FY162.
metrics3	•	Forecast DPU of 9.00 cents in FY162.
	•	Payout ratio of approximately 95%.
	•	Ofer Price set at a 2% discount to pro forma NTA.
	•	FY16 forecast tax deferred distribution of approximately 33% to 43%.
Simple fund	•	All Properties are part of an existing portfolio and 100% held by the Fund.
and capital	•	Market standard leases over all Properties.
structure	•	Transparent base management fee and no performance fees.
	•	Long-term target Gearing range between 30% to 35% with the LVR expected to be 30% at
		completion of the Transaction (subject to the potential impact of the Buy-Back, if implemented).
		The New Debt Facility has a maximum LVR of 45%.
Diversifed	•	Seven assets independently valued at $140.7 million located along the eastern seaboard of Australia.
portfolio	•	Occupancy of 95%, WALE of 3.5 years, WACR of 8.9%1.
	•	Expiration of material rent free incentive during FY16.
	•	Rental growth is anticipated via contracted annual rent increases and potential for
		increased occupancy.
Exposure to	•	The top fve tenants of the Fund comprise over 50% of rental income and include federal and state
reputable		government and major organisations.
tenants with fxed rental	•	Approximately 99% of the gross income of the Portfolio will be subject to annual rent reviews that have an average annual increase of 3.51% (assuming CPI of 2.67%).
reviews
Experienced	•	GARDA Capital Limited is part of the GARDA Capital Group, with a Board and senior management
and aligned		team that have considerable experience across the Australian real estate and funds
management		management sectors.
team in GARDA	•	The GARDA Capital Group and its Associates, together with the Associate Lenders or their
Capital Group		Associates, will hold not less than 10% of the Units as at the completion of the Transaction.

All portfolio metrics are calculated as at 30 April 2015.
Calculated assuming $70 million raised under the Offer at the Offer Price, initial Gearing at 30% and the other assumptions set out in Section 6, including the potential impact of the Buy-Back.
All information is provided based on Financial Information and the assumptions set out in Section 6.

P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D

2.4 THE FUND’S STRATEGY

The Fund’s objective is to provide sustainable and growing distributable income derived from investment in commercial and industrial real estate along the eastern seaboard of Australia.

The Fund’s investment and growth strategy is intended to be achieved through:

investing in commercial offices located both in city and suburban office markets as well as industrial facilities along the eastern seaboard of Australia;
investing in assets comprising a balance of:
assets demonstrating a potential for stable long term cash flows; and
a proportion of higher yielding and active management assets where the Responsible Entity intends on improving both the income profile and capital value of those assets;
investing in a Portfolio diversified by building type, location and tenant;
investing in Properties with strong tenant quality and structured rental growth;
maintaining a conservative capital structure and longterm target Gearing of 30% to 35% (subject to the potential impact of the Buy-Back, if implemented) with a maximum LVR of 45% under the New Debt Facility, although the Responsible Entity may change the Fund’s Gearing policy in the future; and
accessing the GARDA Capital Group’s expertise and experience in asset and capital management.

Any acquisition of Property may be funded through equity, debt or a combination of both.

The extent to which the Fund acquires Properties in the future will depend on the particular circumstances at the relevant time including the proposed terms of purchase and the availability of debt and equity funding.

The Fund is not a property developer and will not take on material development risk. The Fund’s policy is to acquire Properties which are either completed, or where the Fund is protected from any material development or delivery risk.

The Forecast Financial Information has been prepared on the basis that there will be no acquisitions or disposals of properties during the Forecast Period.

2.5 MANAGEMENT AND STRUCTURE OF THE FUND

The Responsible Entity of the Fund is GARDA Capital Limited. GARDA Capital Limited is a member of the GARDA Capital Group, and holds an AFSL (AFSL 246714), which permits it to act as Responsible Entity for the Fund.

The Fund will also have access to expertise and experience of the GARDA Capital Group. GRES, a member of the GARDA Capital Group will provide property management services to the Fund (see Section 12). GRES is a specialist property management company which provides property, facilities and project management services.

The primary responsibility of the Responsible Entity and its management team include:

strategy development and implementation;
financial management and administration;

ACQUISITION STRATEGY

Subject to maintaining an appropriate level of Gearing, the Responsible Entity plans to acquire additional properties for the Fund consistent with the investment strategy to grow scale and diversification. The Responsible Entity may from time to time consider selling a property, however there are no current intentions to reduce the size of the Portfolio.

The Fund’s growth strategy is to acquire commercial offices or industrial properties that:

are located both in city and suburban office markets or industrial facilities along the eastern seaboard of Australia;
investment evaluation and implementation, including asset acquisition and divestments;
governance and regulatory compliance;
portfolio and asset management;
capital management;
planning and delivery of capital works; and
investor relations.

Members of the GARDA Capital Group may also appoint external service providers to assist in performing its functions.

preserve or enhance the Fund’s diversity of building type and location; and
are leased or agreed to be leased to qualified tenants.

The Responsible Entity will review this investment strategy from time to time and may vary the criteria, or acquire a property that does not meet some or all of the criteria, where it considers it in the best interests of Investors to do so.

S E C T I O N 2 – O V E R V I E W O F T H E F U N D

The diagram below shows the post-Listing structure of the Fund and the GARDA Capital Group.

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iNVESTORS GARDA CAPiTAL GROUP
UNiTS
GARDA DiVERSiFiED RESPONSiBLE
GARDA CAPiTAL LiMiTED
PROPERTY FUND ENTiTY
100%
PORTFOLiO 100%
RENTAL iNCOME
PROPERTY
GARDA REAL ESTATE
TENANTS MANAGEMENT
SERViCES PTY LTD
SERViCES
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2.6 FINANCING ARRANGEMENTS

The Fund will finance operations through the use of both equity and debt. At completion of the Transaction, the initial LVR will be 30%[1] with the ability to increase to a maximum LVR of 45%. The targeted Gearing range is between 30% and 35%[1] , although the Responsible Entity may change the Fund’s Gearing policy in the future. LVR is defined as the ratio of interest bearing liabilities divided by total property values, and Gearing is defined as the ratio of total borrowings less cash divided by total tangible assets less cash. The Forecast Financial Information assumes that no Units are cancelled as the potential impact of the Buy-Back (if implemented) is uncertain and is dependent on the number of Units subject to the Buy-Back (if any). Refer to Section 6.

2.6.1 EXISTING DEBT FACILITY

The Fund entered into the Existing Debt Facility in June 2013. This facility will be paid out in its entirety, being approximately $106.7 million (including break costs and exit fees) as part of the Transaction, and will be replaced with the New Debt Facility.

2.6.2 PROPOSED NEW DEBT FACILITY

At completion of the Transaction, the Responsible Entity will enter into a New Debt Facility with a New Lender. As of the date of the PDS, the Responsible Entity has obtained a credit approved term sheet from a New Lender which contains the following key terms:

facility terms of 3 years;
facility limit of $63 million;
loan covenant of less than 45% LVR;
ICR covenant of greater than 2.5 times where ICR is defined as EBITDA divided by the interest payable on loan facilities; and
WALE not to be less than 2 years.

The New Debt Facility may be drawn by the Fund:

for capital expenditure required for the Portfolio;
to fund the Buy-Back;
to assist with the funding of New Acquisitions; and
for general operational purposes, including payment of property operating expenses.

It is intended that all borrowings and interest payable will be denominated in Australian Dollars.

At completion of the Transaction, it is anticipated that the Fund will meet the New Debt Facility covenants.

2.6.3 INTEREST RATE HEDGING POLICY

In order to manage capital and financial risks, the Responsible Entity intends to structure the New Debt Facility so that interest rate risk is minimised. The Responsible Entity may enter into fixed or capped rate facilities or other products, and intends to maintain a hedge of up to 100% of initial borrowings.

2.7 VALUATION POLICY

The fair value of the Properties held by the Fund will be reviewed by the Directors at each reporting date. The Directors’ assessment of fair value will be periodically confirmed through the engagement of independent valuers to review and compare their assessment of fair value across the Portfolio. At a minimum, the property assets will be independently valued at least once every year. Any changes to market conditions or other events like major leasing, capital expenditure or refinancing requirements may cause the Directors to have a single property or the Portfolio independently valued on an interim basis.

The current value of the Portfolio is based on independent valuations completed during April 2015. See Section 5.

A detailed summary of the main terms of the New Debt Facility are provided in Section 12.2.

Subject to the potential impact of the Buy-Back – Section 6.6.

P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D

2.8 DISTRIBUTION POLICY

The Responsible Entity expects to distribute between 90% and 100% of Distributable Earnings on an annual basis. The payout ratio for Distributable Earnings for the forecast period ending 30 June 2016 is expected to be 95%. The Responsible Entity intends to have regard to the cash available when determining the Distribution.

The Responsible Entity can provide no guarantees as to the extent of future Distributions, as a number of considerations and externalities including forecast capital expenditure, property yields and overall financial market conditions may affect the ability to fund Distributions.

Distributable Earnings of the Fund is defined as net profit (before transaction costs) adjusted for straight lining of rental income, rent free periods, gains or losses arising from movements in the fair value of investment properties, and amortisation of lease incentives rent free incentives and leasing fees.

The Fund’s guidance for FY16 is as follows:

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FORECAST [1] 12 MONTHS TO 30
JUNE 2016
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Distributable Earnings (cents per Unit)	9.46 cents2
Distribution (cents per Unit)	9.00 cents2
Distribution payout ratio Tax deferred component	95% Approximately 33% to 43%
Distribution paid	Quarterly

2.9 REPORTING

The Fund will be required to report in accordance with the Corporations Act and Listing Rules including under the continuous disclosure regime. The Responsible Entity intends to provide regular, accurate and timely disclosures to the market through:

releases to the ASX in accordance with Listing Rules;
distribution of continuous disclosure items to investors and associated parties that have registered to receive such material; and
posting of such material on the ‘News & Media’ section of the GARDA Capital Group website.

The GARDA Capital Group website will also provide specific information on the individual property assets as well as the Portfolio which are anticipated to be updated in line with half and full-year end or at any stage that there is a material event.

For taxation, accounting and financial reporting purposes, the Fund will report on a 30 June financial year end basis. The Fund will report to Unitholders formally in line with the half-year (31 December) and full-year (30 June) end. This reporting will include:

the net profit, Distributable Earnings and quarterly distributions paid;
the NTA per Unit at the half-year and full-year end dates;
update on the Portfolio and individual property assets; and
any significant operational activities and performance outcomes that would affect Unitholders.

An audited annual financial report will be provided to Investors in accordance with the Corporations Act. An interim (half year) auditor reviewed report will also be provided.

This information is based on the Forecast Financial Information and is subject to risk, uncertainties and assumptions disclosed in Sections 6 and 8 of this PDS
Calculated assuming $70 million raised under the Offer at the Offer Price, initial Gearing at 30% and the other assumptions set out in Section 6, including the potential impact of the Buy-Back.

S E C T I O N 2 – O V E R V I E W O F T H E F U N D

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12 –14 T H E C i R C U i T, B R i S B A N E A i R P O R T

P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D

SECTiON 3 PROPERTY PORTFOLiO

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3.1 PORTFOLIO OVERVIEW

Upon completion of the Transaction, the Fund’s Portfolio will comprise six commercial office assets and one industrial asset located throughout Queensland and Victoria. The Portfolio will also include a 1,518m² vacant block of land adjoined to the office tower in Cairns.

The Portfolio has been independently valued at $140.7 million during April 2015 which reflects a weighted average Capitalisation Rate of 8.9%.

The Portfolio structure has a number of features including:

geographically diversified between Brisbane, Cairns, the Gold Coast and Melbourne;
currently 95%[1] occupied;
a WALE of 3.5 years[1] ;
a weighted average rent review increase of 3.51%; and
the top five tenants comprise over 50% of rental income and top ten tenants represent approximately 72% of the rental income.

PROPERTY OVERVIEW

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PROPERTY LOCATION NLA (m²) OCCUPANCY [1] WALE (BY CURRENT WACR NET
INCOME) [1] VALUATION (%) MARKET
(APRIL 2015) INCOME
P.A. ($) [1]
7-19 Lake Cairns, QLD 14,813 88% 3.7 37,000,000 9.25 3,944,978
Street (inc
Grafton St)
Bld 2, 747 Brisbane, 3,617 91% 3.0 13,600,000 8.87 1,277,182
Lytton Road, QLD
Murarrie
142 Brisbane, 5,677 100% 3.7 7,950,000 8.50 698,625
Benjamin QLD
Place, Lytton
12-14 The Brisbane, 4,675 100% 4.6 20,000,000 9.33 2,050,712
Circuit, QLD
Airport
154 Varsity Gold Coast, 3,994 88% 3.0 12,000,000 9.00 1,170,279
Parade, QLD
Varsity
Lakes
436 Elgar Melbourne, 5,725 100% 4.2 18,500,000 9.00 1,751,904
Road, Box Vic
Hill
Bld 7, Melbourne, 6,587 100% 2.3 31,600,000 8.00 2,596,760
572-576 Vic
Swan Street
Richmond
Portfolio 45,088 95% 3.5 140,650,000 8.9 13,490,440
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All portfolio metrics are calculated as at 30 April 2015.

3 0

P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D

TOP TEN TENANT REVIEW

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TENANT NAME PROPERTY NAME AREA PASSING INCOME [1 ] % [1] EXPIRY
(M²) ($PA)
1 CASA Circuit 4,675 2,752,044 16% Nov-19
2 Golder Associates Richmond 4,618 2,487,376 15% Jan-18
3 DTMR Cairns 4,579 1,650,138 10% Nov-18
4 Fulton Hogan Richmond 1,847 943,919 6% Jun-16
5 Spotless Murarrie 1,988 937,836 5% Apr-18
6 CGI Box Hill 2,003 861,957 5% Dec-17
7 Stellar Asia Pacific Box Hill 2,085 751,045 4% Mar-20
8 Serco Varsity Lakes 1,924 678,554 4% Jun-18
9 Planet Innovations Box Hill 1,644 636,777 4% Jul-20
10 Grant Thornton Cairns 1,393 547,582 3% Oct-17
26,756 12,247,228 72%
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WALE (by income)1
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4.6
4.2
3.7 3.7
3.5
3.0 2.9
2.3
9-19 Lake StBld 2, 747 Lytton RdCairns Murarrie154 Varsity PdeVarsity Lakes142 Benjamin PlLytton12-14 The CircuitAirport436 Elgar RdBld 7, 572-576 Swan StBoxHill RichmondPortfolio Total
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Lease Expiry Profile1
35%
30%
16%
10%
5%
3%
1%
Vacant FY2015 FY2016 FY2017 FY2018 FY2019 FY2020+
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OCCUPANCY (by income)1
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100% 100% 100% 100%
95%
91%
88% 88%
Diversification (by valuation) 1
Melbourne 36% Brisbane 29%
Cairns 27%
Gold Coast 9%
9-19 Lake StBld 2, 747 Lytton RdCairns Murarrie154 Varsity PdeVarsity Lakes142 Benjamin PlLytton12-14 The CircuitAirport436 Elgar RdBld 7, 572-576 Swan StBoxHill RichmondPortfolio Total
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All portfolio metrics are calculated as at 30 April 2015.

S E C T I O N 3 – P R O P E R T Y P O R T F O L I O

3.2 PORTFOLIO SUMMARIES

3.2.1 7-19 LAKE STREET, CAIRNS, QUEENSLAND (INCLUDING GRAFTON STREET LAND)

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PROPERTY DETAILS

	Date acquired	June 2006
	Valuation 30 April 2015 Fully let market income ($/p.a.) Ownership interest NLA	$37,000,000 $3,944,978 100% 14,813m²
	Car spaces	254
	Occupancy (by income)	88%1
	WALE (by income)	3.7 years1
	Tenancy	Multi (29 sitting tenants)
	NABERS rating	4.5 star

PROPERTY DESCRIPTION AND MARKET

The property is located within the heart of the Cairns CBD, approximately 7km south of the Cairns International Airport, with frontage to Lake and Grafton streets. The property is one of the premier commercial buildings in Cairns comprising a total NLA of 14,813m². Modern, high-quality, office accommodation is at a premium in the Cairns market, particularly within the CBD, with few buildings providing tenancy areas of any significant size. These buildings are afforded strong occupancy levels, and typically demonstrate rental levels between $350 and $400 per square metre.

The 4.5 star NABERS rated building is set out over 15 levels including ground floor and arcade retail, first floor podium office, 2 levels of car parking and 12 levels of commercial office accommodation within the tower itself. The building was originally completed in circa 1989.

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MAJOR TENANTS
Tenant NLA % of Fully Let Income Rent Review Lease Expiry
QLD Government 4,579m [2] 29% Indexed @ CPI Nov 2018
(DTMR)
Grant Thornton 1,393m [2] 9% Fixed @ 4.00% Oct 2017
BDO 1,360m [2] 8% Fixed @ 3.25% Nov 2024
Sub-Total 7,332m [2] 46%
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[1]

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35.0% 33%
30.0%
24%
25.0%
20.0%
15.0% 12%
10.0% 7% 8%
6% 6%
5.0% 2%
1% 1%
0% 0%
0.0%
Vacant FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
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Occupancy, WALE (by income) and Lease Maturity Profile are different to the independent valuation due to leasing activity that has occurred post valuation and leasing assumptions as per Forecast Financial Information.

P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D

3.2.2 BUILDING 2, 747 LYTTON ROAD, MURARRIE, QUEENSLAND

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PROPERTY DETAILS

Date acquired	May 2007
Valuation 30 April 2015 Fully let market income ($/p.a.) Ownership interest NLA	$13,600,000 $1,277,182 100% 3,617m²
Car spaces	169
Occupancy (by income)	91%
WALE (by income)	3.0 years
Tenancy	Multi (4 sitting tenants)
NABERS rating	3 star

PROPERTY DESCRIPTION AND MARKET

The property is located within the master planned ‘Gateway Office Park’ development at Murarrie, which is situated approximately 10km from the Brisbane General Post Office (GPO). The 3 star NABERS rated property comprise a modern, four (4) level commercial office building constructed in 2008, with basement car parking. Murarrie is regarded as one of the fastest growing commercial and service precincts in Brisbane and provides for a growing market underpinned by the growth of the Port of Brisbane.

The property presents as A Grade, and is part of the Brisbane suburban office sub market which comprises 318,899m² of floor space. The property is currently 91% occupied and its performance is in line with average vacancy rate for the suburban market (7.1%) and suburban A Grade (5.0%).

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MAJOR TENANTS
Tenant NLA % of Fully Let Income Rent Review Lease Expiry
Spotless 1,988m [2] 58% Indexed @ CPI Apr 2018
Sentis 477m [2] 15% Fixed @ 4.00% July 2019
Automatic Data Processing 367m [2] 11% Fixed @ 4.00% Nov 2015
Skilled Group 435m [2] 7% Fixed @ 3.50% Nov 2019
Sub-Total 3,267m [2] 91%
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70.0%
58%
60.0%
50.0%
40.0%
30.0%
22%
20.0%
11%
9%
10.0%
0% 0% 0%
0.0%
Vacant FY2015 FY2016 FY2017 FY2018 FY2019 FY2020
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S E C T I O N 3 – P R O P E R T Y P O R T F O L I O

3.2.3 142 BENJAMIN PLACE, LYTTON, QUEENSLAND

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PROPERTY DETAILS
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|||
|---|---|
|Date acquired|September 2007|
|Valuation 30 June 2013|$7,950,000|
|Fully let market income ($/p.a.)|$698,625|
|Ownership interest|100%|
|NLA|5,677m²|
|Car spaces|N/A|
|Occupancy (by income)|100%|
|WALE (by income)|3.7 years|
|Tenancy|Multi (2 sitting tenants)|
|NABERS rating|N/A|

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PROPERTY DESCRIPTION

This industrial warehouse is located within the nationally recognised trade and industry precinct of Australia TradeCoast and is strategically positioned between the Port of Brisbane and Gateway Motorway at Lytton. The warehouse facility has been configured to provide three separate tenancies with each tenancy offering quality clear span warehouse space with generous floor to ceiling heights which reflects the needs of target industries. Full length roller doors with weather protection awnings enhance the usability and hardstand areas provide for easy truck loading and manoeuvring. The functionality of the building is supported by the provision of dedicated two level office space with frontage. The property has a total NLA of 5,677m² and houses global automotive logistics company, Kuehne & Nagel (2,200m²) and well known Australian packaging company Visy Boxes in two warehouses (3,477m²).

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|||||||
|---|---|---|---|---|---|
|MAJOR TENANTS|
|Tenant|NLA|% of Fully Let Income|Rent Review|Lease Expiry|
|Visy Boxes|3,477m|[2]|61%|Fixed @ 3.75%|May 2020|
|Kuehne & Nagel|2,200m|[2]|39%|Fixed @ 4.00%|Dec 2016|
|TOTAL|5,677m|[2]|100.0%|

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70.0%
61%
60.0%
50.0%
39%
40.0%
30.0%
20.0%
10.0%
0% 0% 0% 0% 0%
0.0%
Vacant FY2015 FY2016 FY2017 FY2018 FY2019 FY2020
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P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D

3.2.4 12-14 THE CIRCUIT, BRISBANE AIRPORT, QUEENSLAND

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PROPERTY DETAILS
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|||
|---|---|
|Date acquired|January 2007|
|Valuation 30 June 2013|$20,000,000|
|Fully let market income ($/p.a.)|$2,050,712|
|Ownership interest|100%|
|NLA|4,675m²|
|Car spaces|51|
|Occupancy (by income)|100%|
|WALE (by income)|4.6 years|
|Tenancy|Single|
|NABERS rating|5|

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PROPERTY DESCRIPTION AND MARKET

The property is situated within the Airport Central (Skygate) precinct, which forms part of the Brisbane Airport sub market (78,284m²) in the greater Brisbane suburban office market, estimated to be approximately 318,899m².

The property is at the entrance to the Brisbane Airport and is bounded by Airport Drive and Gateway Motorway and comprises a four-storey office building providing four levels of A Grade office accommodation over a single basement level of parking for 51 vehicles.

The A Grade market is the largest in the Brisbane suburban office market, representing 55% of floor space. Although the suburban office market has been weak in the last eighteen months, the Brisbane Airport has been the best performing with 2.9% vacancy as opposed to an average suburban vacancy of 7.1%. Further to this the A Grade average vacancy is 5.0%.

The building is fully occupied to the Australia Government and holds a 5 star NABERS rating.

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||||||
|---|---|---|---|---|
|MAJOR TENANTS|
|Tenant|NLA|% of Fully Let Income|Rent Review|Lease Expiry|
|Australian Government|4,675m²|100%|Fixed at 3.75%|May 2020|
|(Civil Aviation Safety|
|Authority)|

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100%
100.0%
80.0%
60.0%
40.0%
20.0%
0% 0% 0% 0% 0%
0.0%
Vacant FY2015 FY2016 FY2017 FY2018 FY2019+
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S E C T I O N 3 – P R O P E R T Y P O R T F O L I O

3.2.5 154 VARSITY PARADE, VARSITY LAKES, QUEENSLAND

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PROPERTY DETAILS
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	Date acquired	August 2007
	Valuation 30 June 2013	$12,000,000
	Fully let market income ($/p.a.) Ownership interest NLA Car spaces Occupancy	$1,170,279 100% 3,994m² 130 88%
	WALE	3.0 years
	Tenancy	Multi (4 sitting tenants)
	NABERS rating	5.0 stars

PROPERTY DESCRIPTION AND MARKET

The property presents as A Grade and is located in the Varsity Lakes sub market of the Gold Coast office market which is estimated to comprise 472,022m² of floor space at January 2015. This sub market has experienced the largest growth over the past decade and is now 2.3 times the size it was in 2005. The A Grade market represents 28% of the Gold Coast market whilst the Varsity Lakes sub-market represents 29% of the overall Gold Coast market.

The property presently has a vacancy rate of 12% which is similar to the average vacancy in the Varsity Lake sub market (10.4%) but significantly outperforms the vacancy rate in the Gold Coast market (15.2%). The A Grade Gold Coast market currently has an average vacancy of 18.9%.

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MAJOR TENANTS
Tenant NLA % of Fully Let Income Rent Review Lease Expiry
Serco 1,924m [2] 49% Fixed @ 3.00% Jun 2018
QLD Police Services 953m [2] 25% Fixed @ 4.00% Feb 2017
MRD 254m [2] 7% Fixed @ 4.00% Mar 2019
EMF Griffith 396m [2] 7% Fixed @ 4.00% Sep 2019
Sub-Total 3,527m [2] 88%
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60.0%
49%
50.0%
40.0%
30.0%
25%
20.0%
14%
12%
10.0%
0% 0%
0.0%
Vacant FY2015 FY2016 FY2017 FY2018 FY2019+
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3.2.6 436 ELGAR ROAD, BOX HILL, VICTORIA

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PROPERTY DETAILS
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Date acquired	September 2007
Valuation 30 June 2013	$18,500,000
Fully let income ($/p.a.) Ownership interest NLA Car spaces Occupancy	$1,751,904 100% 5,725m² 197 100%
WALE	4.2 years
Tenancy	Multi (3 sitting tenants)
NABERS rating	2 star

PROPERTY DESCRIPTION AND MARKET

The property is located within the Box Hill commercial precinct, forming part of the 750,000m² Outer East suburban sub market.

Box Hill is located approximately 15km from the CBD and the building comprises three levels of quality commercial office space with floor plates ranging from 1,644m² to 2,085m² with two levels of basement parking which was built in 1987 and refurbished in 2003. Box Hill remains an established office location with a number of significant office buildings that house both public and private sector. The property is 100% occupied and outperforms the Melbourne market which currently has a vacancy rate of 6.5%.

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MAJOR TENANTS
Tenant NLA % of Fully Let Income Rent Review Lease Expiry
CGI Technologies & Solutions 2,003m² 38% Fixed @ 3.50% Dec 2017
Stella Asia Pacific 2,085m² 34% Fixed @ 4.00% Mar 2020
Planet Innovations 1,644m² 28% Fixed @ 4.00% Sept 2020
Total 5,732m [2] 100%
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45.0%
38%
40.0%
34%
35.0%
30.0% 28%
25.0%
20.0%
15.0%
10.0%
5.0% 0% 0% 0% 0% 0%
0.0%
Vacant FY2015 FY2016 FY2017 FY2018 FY2019 FY2020 FY2021
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S E C T I O N 3 – P R O P E R T Y P O R T F O L I O

BUILDING 7, 572-576 SWAN STREET, RICHMOND, VICTORIA

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PROPERTY DETAILS
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|||
|---|---|
|Date acquired|November 2007|
|Valuation 30 June 2013|$31,600,000|
|Fully let market income ($/p.a.)|$2,596,760|
|Ownership interest|100%|
|NLA|6,587m²|
|Car spaces|178|
|Occupancy|100%|
|WALE|2.3 years|
|Tenancy|Multi (2 sitting tenants)|
|NABERS rating|5 stars|

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PROPERTY DESCRIPTION AND MARKET

This six level A-Grade commercial office building is located in the City Fringe sub market (900,000m²) and forms part of the 2,800,000m² Melbourne Suburban market. The Melbourne suburban net absorption rise in 2014 reflecting the rebound in tenant demand. Specifically, the City Fringe represented over a third of all suburban office net absorption with greater demand for primary stock. The property outperforms the Melbourne market which has an average vacancy of 6.5% with the City Fringe vacancy expected to decline as tenants seek accommodation close to the CBD.

Botanicca Corporate Park integrates retail, commercial and local amenity as it has been gradually developed since 1998. 572-576 Swan Street, Richmond is a modern, architecturally designed commercial building supporting a 4 Star Green Star - Office Design v2 Rating and 5 star NABERS rating. The building has an NLA of 6,587m² with large floor plates between 1,585m² and 1,891m² and is anchored by two major tenants (Golder Associates and Fulton Hogan) that have occupied in the building on long term leases since it was acquired.

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||||||
|---|---|---|---|---|
|MAJOR TENANTS|
|Tenant|NLA|% of Fully Let Income|Rent Review|Lease Expiry|
|Golder Associates|4,618m²|72%|Greater of CPI or 3.5%|Jan 2018|
|Fulton Hogan|1,847m²|28%|Fixed 3.75%|Jun 2016|
|Total|6,465m|[2]|100.0%|

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80.0%
72%
70.0%
60.0%
50.0%
40.0%
28%
30.0%
20.0%
10.0%
0% 0%
0.0%
Vacant FY2016 FY2017 FY2018
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SECTiON 4 MANAGEMENT OF THE FUND

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4.1 THE RESPONSIBLE ENTITY AND MANAGER

4.2 GARDA CAPITAL GROUP

4.2.1 OVERVIEW

The Responsible Entity of the Fund is GARDA Capital Limited. GARDA Capital Limited is a member of the GARDA Capital Group. GARDA Capital Limited holds an AFSL (AFSL 246714) which permits GARDA Capital Limited to act as Responsible Entity of the Fund.

The Responsible Entity’s powers, rights and liabilities in relation to the Fund are governed by the Corporations Act and the Constitution. Under the Corporations Act and the Constitution, the Responsible Entity is required to act in the best interests of Investors.

The Fund will have access to a dedicated management team which will be supported by the broader resources of the GARDA Capital Group.

The GARDA Capital Group is a real estate and funds management group.

GARDA Capital Limited is also the appointed responsible entity for one other unlisted managed investment scheme, and together with those held by the Fund, has assets under management of approximately $170 million.

The Board and management of the GARDA Capital Group have extensive experience in real estate, funds management and advisory.

The GARDA Capital Group and its Associates, together with the Associate Lenders or their Associates, will hold not less than 10% of the Units as at the completion of the Transaction.

It is the intention of the GARDA Capital Group to retain this investment as a strategic stake, aligning interest with Investors in the Fund.

GARDA – ORGANISATION STRUCTURE

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Non-Executive Non-Executive
Director independent Chair Di rector
David Usasz
Mark Hallett Philip Lee
Executive Director/
Managing Director C FO
Matthew Madsen
Leylan Neep
Property Legal Funds Compliance Office Finance Debt Advisory
Management Management
Business
General Manager General Counsel investment Compliance Manager Administration Fund Accountant Manager
Vanessa Burns Lachlan Davidson Manager * (Contract Position)Tracey Williams Officer Melanie Carter Chris Lynch
Susan Mapp
Project Manager Capital Transaction AccountantCorporate Broker
Christian Seymour Manager * Geoff Maloney
Micah Roy
Senior Property Manager – investor
Manager Relations
Robert Atkins Paul Brown
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Future appointments are anticipated should growth targets be achieved.

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4.3 BOARD OF THE RESPONSIBLE ENTITY

The Board comprises five Directors, three of whom are non-executive Directors, including the independent Chairman. The Board of each member of the GARDA Capital Group is the same as the Board of the Responsible Entity.

Details of the current Board are outlined below.

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DAVID USASZ – INDEPENDENT CHAIRMAN

David has over 32 years experience, including a partner for 20 years with PricewaterhouseCoopers in Australia and Hong Kong and has been involved in tax, merger and acquisition advice, corporate advisory consultancy, specialising in corporate reorganisations.

He recently retired as a Non-Executive Director of Cromwell Group having served for over 8 years and is a former Non-Executive Director of Queensland Investment Corporation Ltd. David has also served as a Non-Executive Director and Chairman of Ambre Energy Limited and Ambre Fuels Limited, a Non-Executive Director of URBIS Pty Ltd and he has acted on advisory boards for private companies including Stanbroke Pastoral Company and Carter & Spencer.

He holds a Bachelor of Commerce from the University of Queensland, is a Fellow of the Institute of Chartered Accountants and is a Fellow of the Australian Institute of Company Directors.

David was appointed to the Board in May 2015.

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MATTHEW MADSEN – MANAGING DIRECTOR

Matthew has almost 20 years’ experience in the funds management industry, predominantly in Director roles.

Matthew also has significant property and property finance experience, acting (including in GARDA Capital Group) as a finance intermediary focused on larger construction and property investment funding.

As Managing Director and a substantial shareholder (through an associate) of the GARDA Capital Group, Matthew has been responsible for the repositioning of the group. Matthew was appointed to the Board in September 2011.

Matthew is also Chair of the Advisory Board for residential land developer, Trask Development Corporation.

Matthew holds a Diploma in Financial Services, a Diploma in Financial Markets, is an affiliate member of the Securities Institute of Australia, and a member of the Australian Institute of Company Directors.

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MARK HALLETT – NON-EXECUTIVE DIRECTOR

Mark has in excess of 30 years’ industry and legal experience. A qualified solicitor, Mark has an impressive range of diverse industry experiences across all aspects of corporate litigation, restructuring, and commercial property.

Mark holds an LLB, and is the Principal and legal practice director of Hallett Legal. Mark has a great depth of skills and experience in business ownership and strategic management.

Mark is highly active in managing successful property syndicates for business associates and continues to advise the industry on property investment, legal and corporate restructuring.

Mark was appointed to the Board in January 2011.

S E C T I O N 4 – M A N A G E M E N T O F T H E F U N D

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PHILIP LEE – NON-EXECUTIVE DIRECTOR

Philip has over 28 years’ experience in stockbroking, equities research and corporate finance.

He joined Morgans in 1986 and has served as a Authorised Representative of Morgans and Joint Head of Corporate Finance. He currently holds the position of Executive Director Corporate Advisory primarily focussed on raising capital for growing companies. Philip chairs Morgans Risk and Underwriting Committees.

Philip holds a Bachelor of Commerce from the University of Canterbury, is a Member of the Australian Institute of Company Directors and is a Senior Fellow of Finsia.

Philip has served on the Finsia Regional Council in Queensland for the past 5 years, including 3 years as Chairman.

Philip was appointed to the Board in May 2015.

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LEYLAN NEEP – EXECUTIVE DIRECTOR/CFO/COMPANY SECRETARY

Leylan has over 17 years’ experience in the financial services industry with a strong track record in accounting, finance, and funds management.

He was most recently the Chief Operating Officer at Blue Sky Alternative Investments Limited, and was responsible for all of the operational activities of the group, including accounting, funds administration, information technology, and compliance.

Leylan has worked for a broad range of fund managers and financial institutions including positions as an Associate Director at UBS Investment Bank and as an Analyst with GLG Partners, a London based hedge fund. Leylan also has extensive experience in finance roles with several international investment banks.

Leylan holds a Bachelor of Commerce from Bond University and is a qualified Certified Practising Accountant (CPA). Leylan is a member of both the Australian Institute of Company Directors and the Governance Institute of Australia.

Leylan was appointed to the Board in July 2014.

4.4 SENIOR MANAGEMENT TEAM OF THE FUND

The Responsible Entity’s Board is supported by a dedicated management team who are able to draw on the broader resource of GARDA Capital Group. The details and experience of the senior management team for the operation of the Fund are outlined below:

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LACHLAN DAVIDSON – GENERAL COUNSEL

Lachlan is responsible for the legal and compliance activities of the GARDA Capital Group, including risk and corporate governance monitoring.

Lachlan is a qualified lawyer with 20 years’ experience. He worked for his first 10 years in the legal industry for three of the world’s largest law firms, both in Brisbane and in London. He was General Counsel for what was the largest independent investment bank in the Middle East for 6 years, and was involved in fundraisings of over $US5 billion across IPOs and private equity funds, as well as significant international mergers and acquisitions. He was Compliance Officer and Group Company Secretary for nearly 4 years of that time. Lachlan most recently headed the legal function at Golding Contractors, one of Australia’s largest private civil and mining contractors.

Lachlan holds a Law degree, a BSc in Biochemistry and Genetics, and an MBA. He is a Justice of the Peace (Qualified), and Graduate of the AICD Directors Course.

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VANESSA BURNS – GENERAL MANAGER, REAL ESTATE SERVICES

Vanessa is responsible for the property portfolio management of the Fund. Vanessa has over 16 years’ experience in the property industry with strong track records in retail and commercial property management and commercial construction.

Most recently Vanessa held the position of Associate Director for Real Estate Management with Colliers International where she developed and managed a commercial portfolio for some of Australia’s key institutions and corporate organisations including Macquarie, Charter Hall and Westfield Limited.

Vanessa also has extensive experience in the financial management of super regional shopping centres with AMP Capital Investors Limited and as Finance Manager with an ASX listed investment company, Ariadne Limited.

Vanessa holds a Bachelor of Commerce, Bachelor of Arts (Justice Administration) and is also a qualified Certified Practising Accountant (CPA).

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PAUL BROWN – MANAGER, INVESTOR RELATIONS

Paul is a key member of the funds management team at GARDA Capital Group. Paul is responsible for all marketing and communications with key stakeholders for the GARDA Capital Group and developing investor relations with both existing and new investors. Paul is also responsible for fund analysis and forecasting and provides research about structure and performance in the listed property trust sector.

Paul has previously worked with global organisations, Allianz and Vodafone, developing strong skills in product and business development.

Paul holds a Bachelor of Business (Finance and Funds Management) and has 8 years equities experience in research, analysis, and modelling of resource equity transactions of a private fund.

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CHRISTIAN SEYMOUR – PROJECT MANAGER

Christian is responsible for overseeing the delivery of multiple projects for the GARDA Capital Group including commercial fit out, building refurbishment, maintenance projects/programs and facilities management. Christian is a senior Project Manager with over 15 years’ experience, combined with management, business and construction industry knowledge.

Christian was previously senior project manager with MINC, and prior to that was a project manager at Stockwell, as well as facilities manager at Harburg Investments. Christian has extensive experience as a project manager on commercial and retail fit-outs.

4.5 CUSTODIAN

The Responsible Entity has appointed The Trust Company (Australia) Limited (ABN 21 000 000 993) as Custodian, and in that role the Custodian holds the registered title to the assets owned by the Fund. The Custodian holds the assets of the Fund as directed by the Responsible Entity, and will act only on instruction from the Responsible Entity and in accordance with the terms set out in the Custody Deed. The Custodian will be entitled to the fee which is set out in detail in Section 10.

The Custodian may not sub-contract custody services to a sub-custodian unless it obtains the written consent of the Responsible Entity. Under the Custody Deed, GARDA Capital Limited and the Fund indemnifies the Custodian from liabilities for any action taken or omitted by the Custodian in accordance with a proper instruction from GARDA Capital Limited under the Custody Deed. The Custody Deed is described in Section 12.

S E C T I O N 4 – M A N A G E M E N T O F T H E F U N D

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B U i L D i N G 2 / 747 LY T T O N R O A D M U R R A R i E

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SECTiON 5 SUMMARY OF VALUATiON REPORTS

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5.1 SUMMARY OF VALUATION REPORTS

TP:cm2 151300/34114

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6 May 2015

The Directors Garda Capital Group Level 21, 12 Creek Street, Brisbane Qld 4000

Attention: Directors

Dear Sirs,

RE: SUMMARY OF VALUATION 436 ELGAR ROAD, BOX HILL, VICTORIA

We refer to the recent instructions issued on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund requesting m3property (Vic) Pty Ltd to assess the Market Value of 436 Elgar Road, Box Hill, Victoria, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

Further to these instructions, we have also been instructed to provide a summary of the valuation report for inclusion in a Product Disclosure Statement (PDS), issued by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund.

The following summary outlines the key considerations adopted in arriving at our opinion of Market Value. For further information, please refer to the full-scope report with file reference 150142/34114, providing a full valuation as at 14 April 2015, held by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund.

m3property (Vic) Pty. Ltd. ABN 99 472 148 297 Level 29/600 Bourke Street Melbourne Vic 3000 DX 548 Melbourne Telephone 03 9605 1000 Facsimile 03 9670 1658 [email protected] www.m3property.com.au

Liability limited by a scheme approved under Professional Standards Legislation

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Basis of Valuation

This valuation has been prepared in accordance with the following definition of Market Value as defined by the International Valuations Standard Committee, endorsed by the Australian Property Institute, and embodied within the current Corporations Law:

Market Value – “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.”

It should be noted that the Market Value includes items of building fixtures and fittings, together with all building plant and equipment.

No critical conditions affecting the valuation of the property have been noted.

Summary of Value

We have assessed the Market Value of the freehold interest in the Property as at 14 April 2015 to be the sum of $18,500,00 (excluding GST), subject to the qualifications and assumptions contained within our formal valuation report.

Verifiable Assumptions

Please refer to the full-scope report under file reference 150142/34114 for a full list of verifiable assumptions pertaining to the report.

Description of Property

The subject property comprises a three level office building incorporating ground floor and two upper levels of office accommodation, together with a two level basement car park. The improvements were completed in 1987 and were refurbished in 2003. Overall, the building presents to a fair standard.

The subject property is located on the south east corner of Elgar Road and Prospect Street in Box Hill; approximately 15 radial kilometres east of the Melbourne CBD. The subject property is situated within the established mixed use precinct of Box Hill. Surrounding development along the Whitehorse Road comprises retail and commercial buildings. Notable nearby developments includes Centro Box Hill, Box Hill Institute, Kingsley Gardens and Epworth Eastern.

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S E C T I O N 5 – S U M M A R Y O F VA L U AT I O N R E P O R T S

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Market Commentary

Please refer to the full-scope report under file reference 150142/34114 for a general market commentary relevant to the property.

Supply is expected to be above long term average levels and, beyond the current speculative round of new supply completions, to be precommitment driven.
Tenant demand is forecast to improve during 2015 as employment growth and business confidence improves. The pace of the transition in growth in the non-mining sector and overall unemployment levels (which will also influence white collar employment) will be a key determinant of underlying tenant demand going forward.
The flight to quality trend observed in recent years is expected to continue as tenants continue to capitalise on attractive leasing conditions.
Gross face rentals are expected to increase below trend in 2015, around trend in 2016 and greater than trend in 2017.
Incentives have largely peaked but should remain elevated before gradually beginning to decline. The decline in incentives will be led by the City Fringe and Inner East precincts due to the relative lack of suitable options.
Yield compression is not complete with low interest rates, the weight of money and the yield spread between CBD and suburban offices suggesting suburban yields may tighten further.
Acquisition interest is expected to remain robust with transactions limited by a relative lack of suitable stock. Continued demand for residential development sites will also see older secondary stock withdrawn from the market for conversion and redevelopment.

Market Evidence

Please refer to the full-scope report under file reference 150142/34114 for a detailed analysis of comparable leasing and sale transactions.

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Rental Profile and Key Considerations

Please refer to the full-scope report under file reference 150142/34114 for tenancy details and income analysis, while a brief summary is provided below:

The property is 100% leased to three tenants.
As at the date of valuation, the subject property had a WALE of 4.36 years by area and 4.27 years by income.
As at the date of valuation there are outstanding incentives to Planet Innovation and Stellar Asia Pacific totalling $406,028. The present value of these outstanding incentives discounted by 8.75% per annum is $354,512.
Gross passing income of $2,289,653 per annum.
Adopted outgoings of $506,487 per annum equate of $88.48 per square metre.
Assessed market gross income of $2,258,391 per annum.

Cash Flow

Please refer to the full-scope report under file reference 150142/34114 for cash flow analysis, while a brief summary is provided below:

The ten-year compounding average office market rental growth equates to 3.26% per annum.
Speculative lease assumptions:

Office - Year Ending March	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
Renewal Probability	50.0%
Lease Term	5.0
Rental Indexation	3.75%
Lease Type	Net
Growth	2.90%	3.30%	3.50%	3.50%	3.20%	3.10%	3.30%	3.30%	3.30%	3.30%
Gross Incentive (Months)	13.1	12.0	11.6	10.5	10.1	9.0	9.0	9.0	9.0	9.0
Gross Incentive (%)	21.9%	20.0%	19.4%	17.5%	16.9%	15.0%	15.0%	15.0%	15.0%	15.0%
Downtime(Months)	12.0	12.0	12.0	12.0	12.0	12.0	12.0	12.0	12.0	12.0

Liability limited by a scheme approved under Professional Standards Legislation.

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 Cash flow assumptions:

Leasing Commissions	12% for new tenants and 8% for lease renewals, resulting in a blended rate of 10 % based on the renewal probability.
Tenant Improvements	$150 per square metre for net tenants and $100 per square metre for lease renewals, resulting in a blended rate of $125 per square metre based on the renewal probability.
Ongoing Capital Expenditure	2.50% of the net operatingincome throughout the projection period.
Budgeted Capital Expenditure	$675,500 to be spent within the 2015/16 financial year, as advised.

We have allowed for a total of $2,207,507 worth of capital expenditure throughout the cash flow for tenant improvements, budgeted capital expenditure and an ongoing capital expenditure allowance. The present value of our adopted capital expenditure totals $1,556,629 representing $271.93 per square metre of NLA.

Valuation Methodology

The property has been valued utilising the discounted cash flow approach, capitalisation of net income approach and direct comparison approach.

The discounted cash flow approach involves formulating a projection of net income over a specified time horizon, typically ten years, and discounting this cash flow including the projected terminal value at the end of the projection period at an appropriate rate. The present value of this discounted cash flow represents the Market Value of the property.

The capitalisation approach involves estimating the potential sustainable gross market income of a property from which annual outgoings are deducted to derive the net market income. This net market income is then capitalised at an appropriate rate derived from analysis of comparable sales evidence. Adjustments to the capitalised value are then made for items including profit rent/shortfall derived from passing rents which are above or below market, letting up allowance over vacant areas including foregone rental and outgoings over the assumed letting up period together with marketing expenses and leasing commissions, short term capital expenditure, outstanding lease incentives including rent free periods and committed Lessor contributions.

The direct comparison approach involves applying a unit rate to the selected unit of comparison which in this case is the value per square metre NLA with the adopted unit rate derived from analysis of comparable sales evidence.

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Sale History

The subject property has not transacted in the last five years.

Valuation Parameters

Market Capitalisation Rate	9.00%
Discount Rate	8.75%

Valuation Analysis

For the discounted cash flow approach , based on a discount rate of 8.75%, the net present value of our projected cash flow is $18,448,523 with 49% derived from the net cash flow and 51% derived from the terminal value. The indicated terminal value is $23,452,729 which reflects an annual compound growth of 2.43%.

The value indicated through the capitalisation approach is $18,616,378, reflecting:

A net annual market income of $1,751,904 capitalised at 9.00%;
Core Capitalisation Value of $19,465,600; and
Total Capital Adjustments of -$849,222.

The discounted cash flow approach produces a value of $18,448,523 and the capitalisation approach produces a value of $18,616,378. We have rationalised these two methods and adopted a current Market Value for the subject property of $18,500,000. This equates to $3,232 per square metre of NLA.

We summarise below our assessment of Market Value:

Valuation Date	14 April 2015
DCF Approach	$18,448,523
Capitalisation Approach	$18,616,378
Market Value	$18,500,000
Initial Yield	9.64%
Initial Yield(Fully Leased)	9.64%
Equated Market Yield	9.05%
Internal Rate of Return(10yr)	8.71%
Terminal Capitalisation Rate	9.50%
Value Per Square Metre (NLA)	$3,232 per square metre

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Liability limited by a scheme approved under Professional Standards Legislation.

S E C T I O N 5 – S U M M A R Y O F VA L U AT I O N R E P O R T S

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Qualifications and Warning

We have been instructed by Mr Paul Brown of GARDA Capital Group on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund, to assess the Market Value of 436 Elgar Road, Box Hill South, Victoria, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund have requested to include this report in the PDS and have requested that m3property (Vic) Pty Ltd consent to the inclusion of this report.

m3property (Vic) Pty Ltd consents to the inclusion of this report in the PDS and to being named in the PDS, subject to the comments, terms, and assumptions contained within our full valuation report, valuation update report and this summary letter, and the following qualifications:

This report has been prepared for GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for the specific purposes outlined within the full valuation report and cannot be relied upon by third parties.
This report is a summary of the valuation of the subject identified as 436 Elgar Road, Box Hill South, Victoria as at 14 April 2015, and has not been prepared for the purpose of assessing the property as an investment opportunity.
m3property (Vic) Pty Ltd has not been involved in the preparation of the PDS, nor has the report had regard to the other material contained within the PDS. The report and its content do not take into account any matters concerning the investment opportunity contained in the PDS.
m3property (Vic) Pty Ltd makes no representation or recommendation to the recipient in relation to the valuation of the property or the investment opportunity contained in the report.
Recipients must seek their own advice in relation to the investment opportunity contained in the PDS.

We draw your attention to the fact that the Market Value adopted herein is subject to the issues outlined above, and should be closely monitored in light of future events. Furthermore, it is our strong recommendation that regular valuation updates be initiated and instructed by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund.

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m3property (Vic) Pty Ltd has prepared this report on the basis of, and limited to, the financial and other information (including market information and third party information) referred to in the report and contained in the full valuation report. We have assumed that the third party information is accurate, reliable, and complete, and confirm that we have not tested the information in that respect.

Liability Disclaimer

In the case of advice provided in this letter and our report which is of a projected nature, we must emphasise that specific assumptions have been made by us which appear realistic based upon current market perceptions. It follows that any one of our associated assumptions set out in the text of this summary may be proved incorrect during the course of time and no responsibility can be accepted by us in this event.

This report has been prepared subject to the conditions referred to in our Qualifications and Warning. Neither m3property (Vic) Pty Ltd nor any of its Directors makes any representation in relation to the PDS, nor accepts responsibility for any information or representation made in the PDS, apart from this letter.

m3property (Vic) Pty Ltd has prepared this summary which appears in the PDS. m3property (Vic) Pty Ltd was involved only in the preparation of this summary and the valuation referred to herein, and specifically disclaims any liability to any person in the event of any omission from, or false or misleading statement included in the PDS, other than in respect of the valuation and this summary. We confirm that this summary may be used in the PDS.

The valuation is current as at the date of valuation only. The value assessed herein may change significantly and unexpectedly over a relatively short period as a result of general market movements or factors specific to the particular property. We do not accept liability for losses arising from such subsequent changes in value. Without limiting the generality of the above comment, we do not assume any responsibility or accept any liability where this valuation is relied upon after the expiration of three months from the date of valuation, or such earlier date if you become aware of any factors that have any effect on the valuation.

m3property (Vic) Pty Ltd confirms that it does not have any pecuniary interest that would conflict with its valuation of the property.

m3property (Vic) Pty Ltd is not providing advice about a financial product, nor the suitability of the investment set out in the PDS. Such an opinion can only be provided by a person who holds an Australian Financial Services Licence. m3property (Vic) Pty Ltd does not, nor does the valuer, hold an Australian Financial Services Licence, and is not operating under such a licence in providing its opinion as to the value of the property detailed in this report.

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Valuer Experience and Interest

The signatories to the full report, Trent Preece and Gary Longden, have had in excess of five years continuous experience in the valuation of property of a similar type to the subject, and are authorised by law to practice as valuers in Victoria. We advise that m3property (Vic) Pty Ltd has received a market based fee for the preparation of the valuation report and this summary document. Further, we confirm that the nominated valuers do not have any pecuniary interest that could conflict with the proper valuation of the property, and we advise that this position will be maintained until the purpose for which this valuation is being obtained is completed.

Kind Regards, Trent Preece AAPI Certified Practising Valuer Associate Director – m3property (Vic)

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Gary Longden FAPI FRICS Director – m3property (Vic)

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3573:RP

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6 May 2015

The Directors Garda Capital Group Level 21, 12 Creek Street, Brisbane Qld 4000

Attention: Directors

Dear Sirs,

RE: SUMMARY OF VALUATION 12-14 THE CIRCUIT, EAGLE FARM, QUEENSLAND, 4009.

We refer to the recent instructions issued on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund requesting m3property (Qld) Pty Ltd to assess the market value of 12-14 The Circuit, Eagle Farm, Queensland, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

The following summary outlines the key considerations adopted in arriving at our opinion of market value. For further information, please refer to the full-scope report with file reference 3573:RP, providing a full valuation as at 14 April 2015, held by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund.

Liability limited by a scheme approved under Professional Standards Legislation.

m3property (Qld) Pty Ltd Address Level 2 15 James Street Fortitude Valley Qld 4006 Mail PO Box 2246 Fortitude Valley BC Qld 4006 Telephone 07 3620 7900 F acsimile 07 3620 7999 www.m3property.com.au

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Basis of Valuation

This valuation has been prepared in accordance with the following definition as defined by the International Valuations Standard Committee, endorsed by the Australian Property Institute, and embodied within the current Corporations Law:

Market value – “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.” It should be noted that the market value includes items of building fixtures and fittings, together with all building plant and equipment.

We note the following identified major issue affecting the value of the property:

The property is held as leasehold tenure and this has been taken into account through dual rate calculations to conclude an appropriate capitalisation rate.

No critical conditions affecting the valuation of the property have been noted.

Summary of Value

We have assessed the Market Value of the leasehold interest in the Property as at 14 April 2015 to be the sum of $20,000,000 (excluding GST), subject to the qualifications and assumptions contained within our formal valuation report.

Verifiable Assumptions

Please refer to the full-scope report under file reference 3573:RP for a full list of verifiable assumptions pertaining to the report.

Description of Property

The property is situated within the Airport Central (Skygate) precinct, which is at the entrance to the Brisbane Airport and bounded by Airport Drive and the Gateway Motorway. The precinct is located approximately 11.5 kilometres by road north-east of the Brisbane Central Business District and approximately one kilometre west of the International Airport Terminal. The building comprises a fourstorey office building providing four levels of A-grade office accommodation over a single basement level of car parking. The building is serviced by two passenger lifts (providing a lift to NLA ratio of 1:2,338) and provides car parking for 51 vehicles, equating to a car park to lettable area ratio of approximately 1:92. The building has previously been assessed as achieving a 5-star NABERS energy rating.

The property is held on a leasehold basis, with a remaining lease term of 32.16 years, and an option period of 49 years.

Liability limited by a scheme approved under Professional Standards Legislation.

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Market Commentary

The Brisbane suburban office market has had weak demand over the past 18 months, in-line with weak conditions in the broader Brisbane office market. To date, supply of new office accommodation in the suburban markets has been provided by a number of small projects and has been largely demand (pre-commitment) led. The combined vacancy rate in the suburban sub-locales was 7.1% at January 2015, representing 22,773 square metres of vacant floor space, with a lower vacancy rate shown in the Brisbane Airport sub-locale at 2.9%.

Gross face rentals for prime suburban office accommodation currently sit between $360 to $410 per square metre, but up to $475 per square metre for pre-commitments to new buildings. Incentives for new space in the suburban locales are typically between 25% and 35% for non-fitted out space - similar to that currently being granted in the Brisbane Fringe precincts. Average secondary rents range between $260 and $360 per square metre. Weak business confidence and poor tenant demand in the wider Brisbane market will result in rental rates remaining flat over the short- to medium-term.

Investment demand in the suburban office market has increased in-line with broader improvements in the wider Brisbane market. A number of properties have been offered to the market over the past 18 months and, in general, these properties have been well accepted. Prime suburban yields tightened during 2014 and currently range between 8.25% and 9.00%.

Please refer to the full-scope report under file reference 3573:RP for a full market commentary relevant to the property.

Sales Evidence

Please refer to the full-scope report under file reference 3573:RP for a detailed analysis of comparable market leasing and sale transactions.

Rental Profile and Key Considerations

The property maintains a 100% occupancy rate with a single tenant, occupying based on a lease extension. The lease extension includes 12 months’ rent free, including parking and outgoings, equating to a total of $2,456,987.

We have adopted the passing rental of $415 per square metre per annum net (approximately $535 per square metre gross) as the market rental value of the office accommodation. The passing car parking rental of $180 per bay accords with the car parking rentals as within the leasing evidence, as well as that within the wider market.

Liability limited by a scheme approved under Professional Standards Legislation.

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We have been provided with the outgoings budgeted for the 2014/15 financial year. The total outgoings equate to $119.91 per square metre of lettable area including Land Tax and the ground rent. The operating expenses (excluding statutory expenses) appear to be high, however include an asset management fee which is in excess of the typical management fee for a property of this nature. It is a proactive service as compared to a reactive management service, thereby reducing ongoing repairs and maintenance and capital expenditure costs.

Given the single-tenant nature of the property, we have not included a perpetual vacancy allowance.

Cash Flow

The ten-year compounding average market rental growth equates to 3.17% per annum, and the tenyear compounding average CPI growth equates to 2.60%.

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The following cash flow assumptions have been adopted:

Renewal Probability	75% - given the location of the asset and its suitability to the tenant.
Let-up Period	Six months, in the context of the renewal probability.
Lease Term	Five years.
Incentive	Trended as per the ‘Growth Rates’ within the full report, providing a 26.10% average, with a 50% discount applied at renewal in the context of the renewal probability. Note that 100% of all incentives have been treated as fit-out contributions.

Leasing Commissions	15% for new tenants and 8% for lease renewals, resulting in a blended rate of 10.31% based on the renewal probability.

Reviews	Annually to 4.00%.
Make Good	$150 per square metre.
Sinking Fund	$25,000 per annum, indexed byCPI.
Additional Capital Expenditure Budget	$574,000 to 30 June 2017 as advised.

The total tenancy improvements and capital expenditure allowances equate to $1,861,130 over the ten year horizon representing $398 per square metre of net lettable area.

Valuation Methodology

The property has been valued utilising the capitalisation approach, and reconciled with the discounted cash flow and direct comparison methods. The capitalisation and discounted cash flow approaches have been effected utilising Cougar Software.

The capitalisation approach has been effected by applying a market-derived capitalisation rate to the assessed net annual market rent to establish the property’s core investment value (fully leased at current market rents) and then making ‘below the line’ adjustments for the property’s individual investment characteristics, including rental reversions, outstanding abatements, future incentives, et cetera.

The discounted cash flow method of valuation has been effected utilising a ten-year investment horizon. All projected income, expenses and capex requirements are discounted at a rate derived through the analysis of sales evidence. Within this approach the valuer is able to incorporate projections from potential future growth by effectively analysing the impact of the existing lease covenants, rent review and option provisions, current and future capital expenditure and potential future vacancies. This approach involves formulating a projection of net income over a specified time horizon, and discounting this cash flow including the projected terminal value at the end of the projection period, at an appropriate rate. The present value of this discounted cash flow represents the market value of the property.

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The direct comparison approach involves applying a value rate to the selected unit of comparison, typically per square metre of lettable area, with the adopted value rate derived from analysis of comparable sales evidence. The approach is effectively a check method of valuation whereby the integrity of the value determined by the primary approach tested through comparison on a capital value basis.

Sale History

The property was purchased by the current proprietor in 2007 for $20.5 million.

Valuation Assumptions

We have applied a capitalisation rate of 8.50% on the basis of freehold tenure, in line with the market evidence. In accounting for the leasehold component of the subject holding, an adjustment to the core capitalisation rate (8.50%) adopted on a freehold basis is required to reflect this restricted form of ownership. The most widely recognised approach is the dual rate sinking fund assessment. The sinking fund factor adopted within our calculations equates to 0.83%, reflecting the interest rate, years to lease expiry and the company tax rate.

Accordingly, the sinking fund factor can then be added to our assessed freehold capitalisation rate of 8.50% to derive a dual rate capitalisation rate of 9.33%. This is considered an appropriate reflection of a capitalisation rate for a diminishing asset which best reflects purchaser sentiment for leasehold assets.

We have adopted a terminal capitalisation rate of 9.75%, a selling fee for a sale at the end of ten years of 1.50% of the sale price, and a discount rate of 9.25%.

Valuation Analysis

The value derived through the capitalisation approach is $20,089,980, reflecting the Net Annual Market Income of $2,050,712 capitalised at 9.33%, providing a Core Investment Value of $21,979,764, and adjustments of:

$1,396,885 for the present value of outstanding abatements.
$492,896 for the present value of outstanding capital expenditure.

For the discount cash flow approach , based on a discount rate of 9.25%, the net present value of our projected cash flow is $20,011,630 with 44.25% derived from the net cash flow and 55.75% derived from the terminal value. The indicated terminal value is $28,644,028 which reflects an annual compound growth of 3.65%.

The capitalisation approach produces a value of $20,089,980 and the discounted cash flow approach produces a value of $20,011,630.

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We have rationalised the two principal methods of valuation and have adopted $20,000,000 as the current market value of the subject property. This equates to $4,278 per square metre of net lettable area for the leasehold interest. Adjusting this for the ground rent adds an additional $387 per square metre, equating to $4,665 per square metre per annum on a freehold basis. The value on a rate per square metre of lettable area basis (freehold interest) falls within the sales evidence as expected, and, accordingly, the adopted value is considered appropriate. The valuation analyses as follows.

Capitalisation Value	$20,089,980
Net Present Value	$20,011,630
Market Value	$20,000,000
Passing Initial Yield	10.25%
Equivalent Yield	9.37%
Market Yield	10.25%
10 Year IRR	9.26%
Terminal Capitalisation Rate	9.75%
Value /m² NLA	$4,278/m²

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Qualifications and Warning

We have been instructed by Mr. Paul Brown of GARDA Capital Group on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund, to assess the market value of 12-14 The Circuit, Eagle Farm, Queensland, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund have requested to include this report in the PDS and have requested that m3property (Qld) Pty Ltd consent to the inclusion of this report.

m3property (Qld) Pty Ltd consents to the inclusion of this report in the PDS and to being named in the PDS, subject to the comments, terms, and assumptions contained without our full valuation report, valuation update report and this summary letter, and the following qualifications:

This report has been prepared for GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for the specific purposes outlined within the full valuation report and cannot be relied upon by third parties.
This report is a summary of the valuation of the subject identified as 12-14 The Circuit, Eagle Farm, Queensland as at 14 April 2015, and has not been prepared for the purpose of assessing the property as an investment opportunity.
m3property (Qld) Pty Ltd has not been involved in the preparation of the PDS, nor has the report had regard to the other material contained within the PDS. The report and its content do not take into account any matters concerning the investment opportunity contained in the PDS.
m3property (Qld) Pty Ltd makes no representation or recommendation to the recipient in relation to the valuation of the property or the investment opportunity contained in the report.
Recipients must seek their own advice in relation to the investment opportunity contained in the PDS.

We draw your attention to the fact that the market value adopted herein is subject to the issues outlined above, and should be closely monitored in light of future events. Furthermore, it is our strong recommendation that regular valuation updates be initiated and instructed by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund.

m3property (Qld) Pty Ltd has prepared this report on the basis of, and limited to, the financial and other information (including market information and third party information) referred to in the report and contained in the full valuation report. We have assumed that the third party information is accurate, reliable, and complete, and confirm that we have not tested the information in that respect.

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Liability Disclaimer

This report has been prepared subject to the conditions referred to in our Qualifications and Warning. Neither m3property (Qld) Pty Ltd nor any of its Directors makes any representation in relation to the PDS, nor accepts responsibility for any information or representation made in the PDS, apart from this letter.

m3property (Qld) Pty Ltd has prepared this summary which appears in the PDS. m3property (Qld) Pty Ltd was involved only in the preparation of this summary and the valuation referred to herein, and specifically disclaims any liability to any person in the event of any omission from, or false or misleading statement included in the PDS, other than in respect of the valuation and this summary. We confirm that this summary may be used in the PDS.

m3property (Qld) Pty Ltd confirms that it does not have any pecuniary interest that would conflict with its valuation of the property.

m3property (Qld) Pty Ltd is not providing advice about a financial product, nor the suitability of the investment set out in the PDS. Such an opinion can only be provided by a person who holds an Australian Financial Services Licence. m3property (Qld) Pty Ltd does not, nor does the valuer, hold an Australian Financial Services Licence, and is not operating under such a licence in providing its opinion as to the value of the property detailed in this report.

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Valuer Experience and Interest

The signatories to the full report, Ross B Perkins and Basil Simitci, have had in excess of five years continuous experience in the valuation of property of a similar type to the subject, and are authorised by law to practice as valuers in Queensland. We advise that m3property (Qld) Pty Ltd has received a market based fee for the preparation of the valuation report and this summary document. Further, we confirm that the nominated valuers do not have any pecuniary interest that could conflict with the proper valuation of the property, and we advise that this position will be maintained until the purpose for which this valuation is being obtained is completed.

Kind Regards,

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Ross B Perkins FAPI Certified Practising Valuer Registration No. 1660 Managing Director – m3property (Qld)

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Basil Simitci AAPI Director – m3property (Qld)

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3569:RP

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6 May 2015

The Directors Garda Capital Group Level 21, 12 Creek Street, Brisbane Qld 4000

Attention: Directors

Dear Sirs,

RE: SUMMARY OF VALUATION 7-19 LAKE STREET AND 26-30 GRAFTON STREET, CAIRNS, QUEENSLAND, 4870.

We refer to the recent instructions issued on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund requesting m3property (Qld) Pty Ltd to assess the market value of 7-19 Lake Street and 26-30 Grafton Street, Cairns, Queensland, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

The following summary outlines the key considerations adopted in arriving at our opinion of market value. For further information, please refer to the full-scope report with file reference 3569:RP, providing a full valuation as at 13 April 2015, held by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund.

Liability limited by a scheme approved under Professional Standards Legislation.

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Basis of Valuation

No critical conditions affecting the valuation of the property have been noted.

Summary of Value

We have assessed the Market Value of the freehold interest in the Property as at 13 April 2015 to be the sum of $37,000,000 (excluding GST), subject to the qualifications and assumptions contained within our formal valuation report.

Verifiable Assumptions

Please refer to the full-scope report under file reference 3569:RP for a full list of verifiable assumptions pertaining to the report.

Description of Property

The property is located within the heart of the Cairns Central Business District, approximately seven kilometres by road south of the Cairns International Airport, with frontage to Lake and Grafton streets. The improvements comprise a 16-level office building, providing two levels of above-ground car parking, ground and first level quasi retail/office, and 12 levels of office space. The upper office floors each typically provide approximately 840 square metres of lettable area. The building has previously achieved a 4.5-Star NABERS energy rating. 26-30 Grafton Street comprises a balance land component. Car parking is provided on-site for 254 vehicles over two podium levels. This equates to a car park-to-net lettable area ratio of 1:58.

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Market Commentary

The Queensland regional office market has had a number of factors, including but not limited to – volatile and weak business confidence; the rationalisation of the State Government workforce; and the wind down in many resource projects, which has led to a dampening effect on office space demand. As a result, landlords are offering attractive incentives (including rent free periods and fit-out contributions) in order to secure tenants. Face rents have shown some softening over the past 12 months, and generally range between $350 and $500 per square metre for modern / prime accommodation.

Owner-occupiers are continuing to take advantage of the low cash rate to purchase premises typically priced below $1,000,000. Investors are also active in the market, with strong demand evident for good quality assets leased to high-calibre tenants. Yields are typically ranging between 7.50% and 8.50% for good quality assets and 8.50% and 10.50% for secondary buildings. Whilst investor demand is strong, quality investment stock is in short supply in some locations. Assets that come to the market are, however, keenly sought after.

Please refer to the full-scope report under file reference 3569:RP for a full market commentary relevant to the property.

Sales Evidence

Please refer to the full-scope report under file reference 3569:RP for a detailed analysis of comparable market leasing and sale transactions.

Rental Profile and Key Considerations

The property maintains an 87.31% occupancy rate with 35 occupants, including telecommunication, storage, and car park only occupants. The prevailing vacancy represents eight tenancies. The property has a Weighted Average Lease Expiry of 2.83 years by area and 3.19 years by income. The property has two amounts of outstanding abatements, comprising a rental abatement to Gamal Services Pty Ltd, and a fitout incentive to ANZ Limited. These outstanding amounts total to $63,735.

We have adopted a rental of $375 per square metre per annum gross plus as the market rental value of the office accommodation, and $100 per bay per month for the car parking.

We have been provided with the outgoings budgeted for the 2014/15 financial year. The total outgoings equate to $94.95 per square metre of lettable area including Land Tax. The operating expenses (excluding statutory expenses) appear to be high, however include an asset management fee which is in excess of the typical management fee for a property of this nature. It is a proactive service as compared to a reactive management service, thereby reducing ongoing repairs and maintenance and capital expenditure costs. We believe the outgoings amount to be in accordance with industry standards.

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We have included a perpetual vacancy allowance of 10.00%. This vacancy allowance has been considered in the context of our adopted market rentals and incentive levels, as well as the current and historical levels of vacancy.

Cash Flow

The ten-year compounding average market rental growth equates to 2.85% per annum, and the tenyear compounding average CPI growth equates to 2.60%.

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The following cash flow assumptions have been adopted:

Renewal Probability	67%.
Let-up Period	Six months, in the context of the renewal probability.
Lease Term	Five years.
Incentive	Trended as per the ‘Growth Rates’ within the full report, providing a 13.50% average, with a 50% discount applied at renewal in the context of the renewal probability. Note that 100% of all incentives have been treated as fit-out contributions.

Leasing Commissions	15% for new tenants and 8% for lease renewals, resulting in a blended rate of 10.31% based on the renewal probability.

Reviews	Annually to 3.75%.
Make Good	$300 per square metre.
Sinking Fund	$70,000 per annum, indexed byCPI.
Additional Capital Expenditure Budget	$5,320,000 to 30 June 2017 as advised.

The total tenancy improvements and capital expenditure allowances equate to $14,446,934 over the ten year horizon representing $975 per square metre of net lettable area.

Valuation Methodology

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Sale History

The property was purchased by the current proprietor in multiple transactions. 26-30 Grafton Street was purchased in October 2006 for $3,500,000 and 7-19 Lake Street was purchased for a consideration of $41,500,000 in May 2006.

Valuation Assumptions

We have applied a capitalisation rate of 9.25% on the basis of freehold tenure, in line with the market evidence. We have adopted a terminal capitalisation rate of 9.75%, a selling fee for a sale at the end of ten years of 1.50% of the sale price, and a discount rate of 9.25%. For the balance land, an adopted range on a rate per square metre of site area of $750 to $850 has been adopted.

Valuation Analysis

Improved Component

The value of the office building through the capitalisation approach is $35,878,240, reflecting the Net Annual Market Income of $3,944,977 capitalised at 9.25%, providing a Core Investment Value of $42,648,400, and adjustments of:

º -$91,444 for the present value of over/under market income.
º -$593,614 for the present value of lost income on vacant space.
º -$432* for the present value of outstanding abatements.
º -$6,084,671* for the present value of outstanding capital expenditure.
*Note: the ANZ fitout incentive has been included within the capital expenditure.

For the discount cash flow approach , based on a discount rate of 9.25%, the net present value of our projected cash flow is $35,311,210 with 44.51% derived from the net cash flow and 55.49% derived from the terminal value. The indicated terminal value is $50,310,230 which reflects an annual compound growth of 3.60%.

The capitalisation approach produces a value of $35,878,240 and the discounted cash flow approach produces a value of $35,311,210. We have rationalised the two principal methods of valuation and have adopted $35,800,000 as the current market value of the subject property.

Liability limited by a scheme approved under Professional Standards Legislation.

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This equates to $2,417 per square metre of net lettable area and falls within the sales evidence as expected, and, accordingly, the adopted value is considered appropriate.

Balance Land

The balance land has been valued using the direct comparison method. This approach shows a value range of $1,138,500 to $1,290,300. We have adopted $1,200,000 as the value of the balance land. This equates to $791 per square metre and accords with the sales evidence.

Summary

The valuation analyses as follows.

Capitalisation Value	$35,878,240
Net Present Value	$35,311,210
Market Value	$35,800,000
Passing Initial Yield	10.82%
Equivalent Yield	9.27%
Market Yield	12.68%
10 Year IRR	9.06%
Terminal Capitalisation Rate	9.75%
Value /m² NLA	$2,417/m²
Balance Land	$1,200,000
Value /m² Site Area	$791/m²

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Qualifications and Warning

We have been instructed by Mr. Paul Brown of GARDA Capital Group on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund, to assess the market value of 7-19 Lake Street and 26-30 Grafton Street, Cairns, Queensland, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

This report has been prepared for GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for the specific purposes outlined within the full valuation report and cannot be relied upon by third parties.
This report is a summary of the valuation of the subject identified as 7-19 Lake Street and 2630 Grafton Street, Cairns, Queensland as at 13 April 2015, and has not been prepared for the purpose of assessing the property as an investment opportunity.
m3property (Qld) Pty Ltd has not been involved in the preparation of the PDS, nor has the report had regard to the other material contained within the PDS. The report and its content do not take into account any matters concerning the investment opportunity contained in the PDS.
m3property (Qld) Pty Ltd makes no representation or recommendation to the recipient in relation to the valuation of the property or the investment opportunity contained in the report.
• Recipients must seek their own advice in relation to the investment opportunity contained in the PDS.

Liability limited by a scheme approved under Professional Standards Legislation.

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Liability Disclaimer

m3property (Qld) Pty Ltd confirms that it does not have any pecuniary interest that would conflict with its valuation of the property.

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Valuer Experience and Interest

Kind Regards,

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Ross B Perkins FAPI Certified Practising Valuer Registration No. 1660 Managing Director – m3property (Qld)

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Basil Simitci AAPI Director – m3property (Qld)

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3571:JP

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6 May 2015

The Directors Garda Capital Group Level 21, 12 Creek Street, Brisbane Qld 4000

Attention: Directors

Dear Sirs,

RE: SUMMARY OF VALUATION 142 - 150 BENJAMIN PLACE, LYTTON, QUEENSLAND, 4178.

We refer to the recent instructions issued on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund requesting m3property (Qld) Pty Ltd to assess the market value of 142 - 150 Benjamin Place, Lytton, Queensland, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

The following summary outlines the key considerations adopted in arriving at our opinion of market value. For further information, please refer to the full-scope report with file reference 3571:JP, providing a full valuation as at 1 April 2015, held by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund.

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Basis of Valuation

This valuation has been prepared in accordance with the following definitions as defined by the International Valuations Standard Committee, endorsed by the Australian Property Institute, and embodied within the current Corporations Law:

We note the following identified major issues affecting the value of the property:

A section of the concrete slab within Unit 3 has subsided and a section of external pavement requires repair. The owner has provided a quote for $75,000, exclusive of GST, to rectify this defect, to which we have added a $20,000 contingency. These amounts have been provisioned for within our valuation. Furthermore, in selecting a capitalisation rate we have considered the potential for similar issues to arise in the future.
The valuation was completed on the basis that the new lease to Visy Board was in effect at the date of valuation.

Summary of Value

We have assessed the Market Value of the freehold interest in the Property as at 1 April 2015 to be the sum of $7,950,000 (excluding GST), subject to the qualifications and assumptions contained within our formal valuation report.

Verifiable Assumptions

Please refer to the full-scope report under file reference 3571:JP for a full list of verifiable assumptions pertaining to the report.

Description of Property

The property is situated within the Portlink Industrial estate, developed by the Pradella group. It is improved with a modern, tilt-up concrete panel office-warehouse building which was constructed in 2008 and is divided into three separate tenancies. The tenancies each provide high-quality office accommodation and high-clearance warehousing. The property is fully leased to Kuehne & Nagel (one tenancy) and Visy Board (two tenancies) providing an overall above average lease covenant.

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Market Commentary

Despite overall demand for industrial property being subdued over recent years, demand for newly constructed / prime accommodation has strengthened considerably over the past 12 months.
The market trend for modern industrial buildings has resulted in difficult secondary market conditions. The secondary vacancy rate is high by historical standards and there are a growing number of older industrial buildings becoming asset obsolete given they no longer meet modern design requirements, including sufficient clearance height, fire services and floor loading.
Prime rents have remained relatively stable over the past five years, with the average prime rental ranging between $113 and $119 per square metre over this period. During 2014, prime rents ranged between $85 and $135 per square metre, with an average of $115 per square metre.
Secondary face rents have been relatively stable and currently range between $60 and $100 per square metre. Letting-up periods have increased, with periods of 12 months not uncommon, however if priced competitively, secondary buildings are leasing.
Incentives for existing stock have increased to range between 7% and 12%, and up to 17% in some circumstances.
There are limited opportunities to acquire prime industrial properties on the market. There have been instances where investors have been willing to move up the risk curve where they see value add opportunities. Prime yields currently range between 7.00% and 8.00% and are likely to be fairly stable over the next 12 months.
Secondary yields currently range between 8.50% and 9.25% and are likely to increase as occupier demand grows.

Please refer to the full-scope report under file reference 3571:JP for a full market commentary.

Sales Evidence

Please refer to the full-scope report under file reference 3571:JP for a detailed analysis of comparable market leasing and sales evidence.

Rental Profile and Key Considerations

The property is configured to provide three tenancies. We have examined copies of lease documentation for each of the existing tenancies, including leases, variations, renewals and assignments, together with a current tenancy schedule.

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Visy Board formerly leased Tenancy Two, however have since surrendered that lease in favour of leasing both Tenancies One and Two on a single lease document. The valuation has been prepared on the basis of the new lease. The property maintains a 100% occupancy rate with two tenants.

Cash Flow

The ten-year compounding average market rental growth equates to 3.06% per annum, and the tenyear compounding average CPI growth equates to 2.59%.

The following cash flow assumptions have been adopted:

Renewal Probability	75%.
Let-up Period	Six months, in the context of the renewal probability.
Lease Term	Five years.
Incentive	Incentive costs of 10% throughout the assumed lease term, incurred at commencement of our assumed leases with a 50% discount applied to renewals. Note that 100% of all incentives have been treated as fit-out contributions.

Leasing Commissions	15% for new tenants and 8% for lease renewals, resulting in a blended rate of 10.31% based on the renewal probability.

Reviews	Annually to 4.00%.
Sinking Fund	$7,000 per annum, indexed by CPI.
Additional Capital Expenditure Budget	A section of the concrete slab within Unit 3 has subsided and a section of the external pavement requires repair. The owner has provided a quote for $75,000, exclusive of GST, (to which we have added a $20,000 contingency amount), to rectify this defect.

The total tenancy improvements and capital expenditure allowances, exclusive of letting-up allowances, equate to approximately $80,000 over the ten year horizon, representing approximately 1.02% of the total valuation or $14 per square metre of gross lettable area.

Valuation Methodology

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Sale History

Based upon PriceFinder records, the property sold for $3,000,000 on 17 September 2007, however this is representative of land value only.

Valuation Assumptions

We have applied a capitalisation rate of 8.50% for the capitalisation approach and a discount rate of 10.00% for the discounted cash flow approach.

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Valuation Analysis

The value derived through the capitalisation approach is $7,951,428, reflecting the Net Annual Market Income of $698,625 capitalised at 8.50% providing a Core Investment Value of $8,219,118, and adjustments of:

$30,750 for the present value of PV over market income.
$67,818 for the present value of lost income on vacant space.
$230,622 for the present value of outstanding capital expenditure.

For the discount cash flow approach , based on a discount rate of 10.00%, the net present value of our projected cash flow is $7,802,433 with 52.81% derived from the net cash flow and 47.19% derived from the terminal value. The indicated terminal value is $10,123,440 which reflects an annual compound growth of 2.64%.

The capitalisation approach produces a value of $7,951,428 and the discounted cash flow approach produces a value of $7,802,433. We have rationalised the two principal methods of valuation and have adopted $7,950,000 as the market value of the property. This equates to $1,400 per square metre of gross lettable area. The valuation analyses as follows.

Capitalisation Value	$7,951,428
Net Present Value	$7,802,433
Market Value	$7,950,000
Passing Initial Yield	9.06%
Equivalent Yield	8.50%
Market Yield	8.79%
10 Year IRR	9.71%
Terminal Capitalisation Rate	9.25%
Value /m² GLA	$1,400/m²

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Qualifications and Warning

We have been instructed by Mr. Paul Brown of GARDA Capital Group on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund, to assess the market value of 142 - 150 Benjamin Place, Lytton, Queensland, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

This report has been prepared for GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for the specific purposes outlined within the full valuation report and cannot be relied upon by third parties.
This report is a summary of the valuation of the subject identified as 142 - 150 Benjamin Place, Lytton, Queensland as at 1 April 2015, and has not been prepared for the purpose of assessing the property as an investment opportunity.
m3property (Qld) Pty Ltd has not been involved in the preparation of the PDS, nor has the report had regard to the other material contained within the PDS. The report and its content do not take into account any matters concerning the investment opportunity contained in the PDS.
m3property (Qld) Pty Ltd makes no representation or recommendation to the recipient in relation to the valuation of the property or the investment opportunity contained in the report.
Recipients must seek their own advice in relation to the investment opportunity contained in the PDS.

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Liability Disclaimer

m3property (Qld) Pty Ltd confirms that it does not have any pecuniary interest that would conflict with its valuation of the property.

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Valuer Experience and Interest

The signatories to the full report, James LW Park and Mitchell B Bernoth, have had in excess of five years continuous experience in the valuation of property of a similar type to the subject, and are authorised by law to practice as valuers in Queensland. We advise that m3property (Qld) Pty Ltd has received a market based fee for the preparation of the valuation report and this summary document. Further, we confirm that the nominated valuers do not have any pecuniary interest that could conflict with the proper valuation of the property, and we advise that this position will be maintained until the purpose for which this valuation is being obtained is completed.

Kind Regards,

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James Park AAPI B.Bus. Man. (REDE) Certified Practising Valuer Registration No. 3185

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Mitchell B Bernoth AAPI B.Bus B.Com Director – m3property (Qld)

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3572:MG

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6 May 2015

The Directors Garda Capital Group Level 21, 12 Creek Street, Brisbane Qld 4000

Attention: Directors

Dear Sirs,

RE: SUMMARY OF VALUATION BUILDING 2, 747 LYTTON ROAD, MURARRIE, QUEENSLAND, 4172.

We refer to the recent instructions issued on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund requesting m3property (Qld) Pty Ltd to assess the market value of Building 2, 747 Lytton road, Murarrie, Queensland, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

The following summary outlines the key considerations adopted in arriving at our opinion of market value. For further information, please refer to the full-scope report with file reference 3572:MG, providing a full valuation as at 13 April 2015, held by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund.

Liability limited by a scheme approved under Professional Standards Legislation.

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Basis of Valuation

No major issues affecting the valuation of the property have been noted.

Summary of Value

We have assessed the Market Value of the freehold interest in the Property as at 13 April 2015 to be the sum of $13,600,000 (excluding GST), subject to the qualifications and assumptions contained within our formal valuation report.

Verifiable Assumptions

Please refer to the full-scope report under file reference 3572:MG for a full list of verifiable assumptions pertaining to the report.

Description of Property

The property is located within the established suburb of Murarrie, approximately 10 kilometres by road east of the Brisbane General Post Office and approximately 13 kilometres by road south of the Brisbane Airport. It is situated within Gateway Office Park, a modern complex comprising three office buildings. The base site comprises an irregular shaped allotment with a steep gradient falling from the rear southern boundary towards the northern frontage.

The property comprises a four-level office building above two levels of car parking within a community basement. The basement parking extends outside the ground level boundaries of the subject and provides parking for all buildings within the park. The property is currently leased to four tenants.

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Market Commentary

The Brisbane suburban office market comprises of the Upper Mount Gravatt/Macgregor, Chermside, Brisbane Airport and Brisbane Technology Park sub-locales, as defined by the Property Council of Australia, as well as a number of business parks, and stand-alone and quasi retail/commercial office buildings scattered throughout suburban centres.

Demand for suburban office accommodation has been weak over the past 18 months, in-line with weak conditions in the broader Brisbane office market.

The combined vacancy rate in the suburban sub-locales was 7.1% at January 2015, representing 22,773 square metres of vacant floor space.

Gross face rentals for prime suburban office accommodation currently sit between $360 to $410 per square metre, but up to $475 per square metre for pre-commitments to new buildings. Incentives for new space in the suburban locales are typically between 25% and 35% for non-fitted out space - similar to that currently being granted in the Brisbane Fringe precincts. Weak business confidence and poor tenant demand in the wider Brisbane market will result in rental rates remaining flat over the short- to medium-term.

Please refer to the full-scope report under file reference 3572:MG for a full market commentary relevant to the property

Sales Evidence

Please refer to the full-scope report under file reference 3572:MG for a detailed analysis of comparable market leasing and sale transactions.

Rental Profile and Key Considerations

The property maintains a 90.33% occupancy rate with four tenants and a single vacant tenancy.

We have adopted a market rental of $380 per square metre for the office accommodation in the context of our assumed 33% incentive. The car parking rental has been assessed at $120 per bay. We have adopted the passing rental for the storage and signage as market.

We have been provided with the outgoings budgeted for the 2014/15 financial year. The total outgoings equate to $93.99 per square metre of lettable area including Land Tax.

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The operating expenses (excluding statutory expenses) appear to be high, however include an asset management fee which is in excess of the typical management fee for a property of this nature. It is a proactive service as compared to a reactive management service, thereby reducing ongoing repairs and maintenance and capital expenditure costs.

Given the multi-tenanted nature of the property, we have included a perpetual vacancy allowance of 2.00%.

Cash Flow

The ten-year compounding average market rental growth equates to 3.17% per annum, and the tenyear compounding average CPI growth equates to 2.60%.

The following cash flow assumptions have been adopted:

Renewal Probability	67%.
Let-up Period	Six months, in the context of the renewal probability.
Lease Term	Five years.
Incentive	Trended as per the ‘Growth Rates’ within the full report, providing a 26.10% average, with a 50% discount applied at renewal in the context of the renewal probability. Note that 100% of all incentives have been treated as fit-out contributions.

Leasing Commissions	15% for new tenants and 8% for lease renewals, resulting in a blended rate of 10.31% based on the renewal probability.

Reviews	Annually to 4.00%.
Make Good	$150 per square metre.
Sinking Fund	1.50% of net annual operating income.
Additional Capital Expenditure Budget	$40,000 to 30 June 2017 as advised.

The total tenancy improvements and capital expenditure allowances equate to $590,000 over the ten year horizon representing $162 per square metre of net lettable area.

Valuation Methodology

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Sale History

Pricefinder Property database records the last normal sale of the property as being at 1 May 2007 for a consideration of $2,200,000. This is dated and the property has been developed since this date.

Valuation Assumptions

We have selected a core capitalisation rate (EY) of 8.75% for the capitalisation approach and a discount rate of 9.25% for the discounted cash flow approach. We consider the signage and storage income stream to possess a higher risk in perpetuity relative to the core income streams. We have therefore applied a higher capitalisation rate of 20.00% to this income stream, resulting in a blended capitalisation rate of 8.87%.

For the Discounted Cash Flow, we have adopted a terminal capitalisation rate of 9.50%, a selling fee for a sale at the end of ten years of 1.50% of the sale price, and a discount rate of 9.25%.

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Valuation Analysis

The value adopted through the capitalisation approach is $13,845,340, reflecting the Assessed Net Annual Market Income of $1,277,182 capitalised at 8.87%, providing a Core Investment Value of $14,392,968, and adjustments of:

º $136,683 for the present value of over market income.
º -$88,819 for the present value of lost income on vacant space.
º -$128,537 for the present value of outstanding abatements.
º -$466,961 for the present value of outstanding capital expenditure.

For the discount cash flow approach , based on a discount rate of 9.25%, the net present value of our projected cash flow is $13,407,690 with 47.91% derived from the net cash flow and 52.09% derived from the terminal value. The indicated terminal value is $17,932,442 which reflects an annual compound growth of 2.95%.

The capitalisation approach produces a value of $13,845,340 and the discounted cash flow approach produces a value of $13,407,690. We have rationalised the two principal methods of valuation and have adopted $13,600,000 as the current market value of the subject property which equates to $3,760 per square metre of net lettable area.

Capitalisation Value	$13,845,340
Net Present Value	$13,407,690
Market Value	$13,600,000
Passing Initial Yield	8.77%
Equivalent Yield	9.03%
Market Yield	9.63%
10 Year IRR	9.04%
Terminal Capitalisation Rate	9.50%
Value /m² NLA	$3,760/m²

Qualifications and Warning

We have been instructed by Mr. Paul Brown of GARDA Capital Group on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund, to assess the market value of Building 2, 747 Lytton Road, Murarrie, Queensland, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

Liability limited by a scheme approved under Professional Standards Legislation.

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This report has been prepared for GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for the specific purposes outlined within the full valuation report and cannot be relied upon by third parties.
This report is a summary of the valuation of the subject identified as Building 2, 747 Lytton Road, Murarrie, Queensland as at 13 April 2015, and has not been prepared for the purpose of assessing the property as an investment opportunity.
m3property (Qld) Pty Ltd has not been involved in the preparation of the PDS, nor has the report had regard to the other material contained within the PDS. The report and its content do not take into account any matters concerning the investment opportunity contained in the PDS.
m3property (Qld) Pty Ltd makes no representation or recommendation to the recipient in relation to the valuation of the property or the investment opportunity contained in the report.
Recipients must seek their own advice in relation to the investment opportunity contained in the PDS.

Liability Disclaimer

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m3property (Qld) Pty Ltd confirms that it does not have any pecuniary interest that would conflict with its valuation of the property.

Valuer Experience and Interest

The counter-signatory to the full report, Ross B Perkins, has had in excess of five years continuous experience in the valuation of property of a similar type to the subject, and both the valuer and counter-signatory are authorised by law to practice as valuers in Queensland. We advise that m3property (Qld) Pty Ltd has received a market based fee for the preparation of the valuation report and this summary document. Further, we confirm that the nominated valuers do not have any pecuniary interest that could conflict with the proper valuation of the property, and we advise that this position will be maintained until the purpose for which this valuation is being obtained is completed.

Liability limited by a scheme approved under Professional Standards Legislation.

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Kind Regards,

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Matthew Giang AAPI Certified Practising Valuer Registration No. 3614

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Ross B Perkins FAPI Managing Director – m3property (Qld)

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3574:BS

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6 May 2015

The Directors Garda Capital Group Level 21, 12 Creek Street, Brisbane Qld 4000

Attention: Directors

Dear Sirs,

RE: SUMMARY OF VALUATION 154 VARSITY PARADE, VARSITY LAKES QLD 4227

We refer to the recent instructions issued on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund requesting m3property (Qld) Pty Ltd to assess the market value of 154 Varsity Parade, Varsity Lakes, Queensland, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

The following summary outlines the key considerations adopted in arriving at our opinion of market value. For further information, please refer to the full-scope report with file reference 3574:BS, providing a full valuation as at 30 April 2015, held by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund.

Basis of Valuation

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No critical conditions affecting the valuation of the property have been noted.

Summary of Value

We have assessed the Market Value of the freehold interest in the Property as at 30 April 2015 to be the sum of $12,000,000 (excluding GST), subject to the qualifications and assumptions contained within our formal valuation report.

Verifiable Assumptions

Please refer to the full-scope report under file reference 3574:BS for a full list of verifiable assumptions pertaining to the report.

Description of Property

The property is located within an emerging commercial hub of Varsity Lakes, approximately 88 kilometres by road south-east of the Brisbane General Post Office and approximately 12 kilometres by road south of Surfers Paradise.

The site is improved with a circa 2009, four-level office building comprising three levels of A-grade office accommodation and one-level secure basement parking for 87 vehicles, of which 10 are tandem and 43 are at-grade car parks.

Market Commentary

The Property Council of Australia defines the Gold Coast office market to include the sub-locales of Broadbeach, Bundall, Robina-Varsity Lakes, Southport and Surfers Paradise. The Robina-Varsity Lakes sub-locale has experienced the largest growth over the past decade (it is now 2.3 times the size it was in January 2005), whilst Bundall and Surfers Paradise have decreased in size.

The Property Council of Australia estimates that the Gold Coast office market comprised 472,022 square metres of floor space as at January 2015

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Demand was weak from the onset of the GFC until the end of 2012, as businesses entered consolidation mode, and tenants chose to renew leases in their existing premises on the back of favourable deals being offered by their landlords. Tenant demand strengthened during 2013 and 2014, however, with net absorption of 16,835 square metres (4,928 square metres of prime accommodation and 11,907 square metres of secondary accommodation) during 2014 being the strongest experienced over a calendar year since 2008. By sub-locale, demand has been strongest in the Robina-Varsity Lakes sub-locale, which has accounted for 65.8% of total net absorption over the past five years.

The vacancy rate in the Gold Coast was 15.2% at January 2015, representing 71,915 square metres of vacant floor space.

Prime gross face rents currently range between $300 and $450 per square metre while secondary gross face rents range between $200 and $300 per square metre.

With the absorption of prime accommodation lagging considerably behind the absorption of secondary accommodation over recent years, there is evidence to suggest that the price differential between prime and secondary accommodation does not accurately reflect the difference in quality. This will, however, change as a number of prime-quality assets currently undergoing refurbishment are added back to the market upon completion of the works.

A large volume of receiver and distressed sales occurred alongside depressed economic conditions following the onset of the GFC, and this prevented any tightening of yields for several years. The prevalence of receiver sales has declined over the past 12 months, however, and investor demand for office stock has also improved, particularly for stock with high-calibre tenants on long WALEs. As such, assets are transacting across a wide range of yields. At present, prime yields are ranging between 8.0% and 10.0%.

Please refer to the full-scope report under file reference 3574:BS for a full market commentary relevant to the property.

Sales Evidence

Please refer to the full-scope report under file reference 3574:BS for a detailed analysis of comparable market leasing and sales evidence.

Rental Profile and Key Considerations

The building is 89% leased to four tenants. The prevailing vacancy comprises a ground level tenancy of 452 square metres. The property has a Weighted Average Lease Expiry of 2.65 years by area and 2.98 years by income.

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We have adopted the current passing rental amounts on the rate per square metre per annum gross/gross+ as the market rental value of the office accommodation. The passing car parking rental also accords with the car parking rentals as within the leasing evidence, as well as that within the wider market.

We have been provided with the outgoings budgeted for the financial year ending 2014/15. The total outgoings equate to $77 per square metre of net lettable area including Land Tax. The operating expense appears to be lower end of market parameters, and is due to the low Site Value.

Given the multi-tenanted nature of the property, we have included a perpetual vacancy allowance of 3.00%.

Cash Flow

The ten-year compounding average market rental growth equates to 2.85% per annum, and the tenyear compounding average CPI growth equates to 2.60%.

The following cash flow assumptions have been adopted:

Renewal Probability	67%
Let-up Period	Nine months, in the context of the renewal probability.
Lease Term	Fiveyears.
Incentive	Trended as per the ‘Growth Rates’ within the full report, providing a 20% average, with a 50% discount applied at renewal in the context of the renewal probability. Note that 100% of all incentives have been treated as fit-out contributions.

Leasing Commissions	15% for new tenants and 8% for lease renewals, resulting in a blended rate of 10.31% based on the renewal probability.

Reviews	Annually to 4.00%.
Make Good	$200 per square metre.
Sinking Fund	$12,000 per annum, indexed byCPI.
Additional Capital Expenditure Budget	$22,000 to 30 June 2016 as advised.

The total tenancy improvements and capital expenditure allowances equate to $740,000 over the ten year horizon representing $185 per square metre of net lettable area.

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Valuation Methodology

Sale History

The property was purchased by the registered owner in August 2007 for $2,200,000 as a development site

Valuation Assumptions

We have applied a capitalisation rate of 9.00% on the basis of freehold tenure, in line with the market evidence.

We have adopted a terminal capitalisation rate of 9.25%, a selling fee for a sale at the end of ten years of 1.50% of the sale price, and a discount rate of 9.50%.

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Valuation Analysis

The value adopted through the capitalisation approach is $11,999,910 reflecting the Net Annual Market Income of $1,170,279 capitalised at 9.00%, providing a Core Investment Value of $13,003,097, and adjustments of $1,003,817 for the present value of outstanding adjustments.

For the discount cash flow approach , based on a discount rate of 9.50%, the net present value of our projected cash flow is $11,893,170 with 48.75% derived from the net cash flow and 51.25% derived from the terminal value. The indicated terminal value is $16,010,409 which reflects an annual compound growth of 3.02%.

The capitalisation approach produces a value of $11,999,910 and the discounted cash flow approach produces a value of $11,893,170. We have rationalised the two principal methods of valuation and have adopted $12,000,000 as the current market value of the subject property. This equates to $3,005 per square metre of net lettable area. The valuation summary is as follows.

Capitalisation Value	$11,999,910
Net Present Value	$11,893,170
Market Value	$12,000,000
Passing Initial Yield	8.75%
Equivalent Yield	9.00%
Market Yield	10.13%
10 Year IRR	9.37%
Terminal Capitalisation Rate	9.25%
Value /m² NLA	$3,005/m²

Qualifications and Warning

We have been instructed by Mr. Paul Brown of GARDA Capital Group on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund, to assess the market value of 154 Varsity Parade, Varsity Lakes, Queensland, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

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This report has been prepared for GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for the specific purposes outlined within the full valuation report and cannot be relied upon by third parties.
This report is a summary of the valuation of the subject identified as 154 Varsity Parade, Varsity Lakes, Queensland as at 30 April 2015, and has not been prepared for the purpose of assessing the property as an investment opportunity.
m3property (Qld) Pty Ltd has not been involved in the preparation of the PDS, nor has the report had regard to the other material contained within the PDS. The report and its content do not take into account any matters concerning the investment opportunity contained in the PDS.
m3property (Qld) Pty Ltd makes no representation or recommendation to the recipient in relation to the valuation of the property or the investment opportunity contained in the report.
Recipients must seek their own advice in relation to the investment opportunity contained in the PDS.

Liability Disclaimer

Liability limited by a scheme approved under Professional Standards Legislation.

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m3property (Qld) Pty Ltd confirms that it does not have any pecuniary interest that would conflict with its valuation of the property.

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Valuer Experience and Interest

The signatories to the full report, Basil Simitci and Ross B Perkins, have had in excess of five years continuous experience in the valuation of property of a similar type to the subject, and are authorised by law to practice as valuers in Queensland. We advise that m3property (Qld) Pty Ltd has received a market based fee for the preparation of the valuation report and this summary document. Further, we confirm that the nominated valuers do not have any pecuniary interest that could conflict with the proper valuation of the property, and we advise that this position will be maintained until the purpose for which this valuation is being obtained is completed.

Kind Regards,

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Basil Smitici AAPI Certified Practising Valuer Registration No. 2975 Director – m3property (Qld)

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Ross B Perkins FAPI Managing Director – m3property (Qld)

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TP:cm2 151296/34113

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6 May 2015

The Directors Garda Capital Group Level 21, 12 Creek Street, Brisbane Qld 4000

Attention: Directors

Dear Sirs,

RE: SUMMARY OF VALUATION BOTANICCA7, 572 - 576 SWAN STREET, RICHMOND, VICTORIA

We refer to the recent instructions issued on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund requesting m3property (Vic) Pty Ltd to assess the Market Value of Botanicca7, 572 – 576 Swan Street, Richmond, Victoria, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

The following summary outlines the key considerations adopted in arriving at our opinion of Market Value. For further information, please refer to the full-scope report with file reference 150040/34113, providing a full valuation as at 14 April 2015, held by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund.

m3property (Vic) Pty. Ltd. ABN 99 472 148 297 Level 29/600 Bourke Street Melbourne Vic 3000 DX 548 Melbourne Telephone 03 9605 1000 Facsimile 03 9670 1658 [email protected] www.m3property.com.au

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Basis of Valuation

It should be noted that the Market Value includes items of building fixtures and fittings, together with all building plant and equipment.

No critical conditions affecting the valuation of the property have been noted.

Summary of Value

We have assessed the Market Value of the freehold interest in the Property as at 14 April 2015 to be the sum of $31,600,000 (excluding GST), subject to the qualifications and assumptions contained within our formal valuation report.

Verifiable Assumptions

Please refer to the full-scope report under file reference 150040/34113 for a full list of verifiable assumptions pertaining to the report.

Description of Property

The subject property comprises a modern five level office building featuring car parking and laboratory space over ground and lower ground, together with four upper levels of office accommodation. The improvements were completed in 2009 and present in very good condition.

The subject property is situated within the Botanicca Corporate Park located on the southern side of Swan Street in Richmond; approximately five radial kilometres east of the Melbourne CBD. More specifically, the site is located on the eastern side of Central Drive, towards the southern end of the Botanicca Corporate Park and set back approximately 150 metres from the Swan Street entrance. It also has a secondary frontage to Eastern Drive to the east.

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Market Commentary

Please refer to the full-scope report under file reference 150040/34113 for a general market commentary relevant to the property.

Supply is expected to be above long term average levels and, beyond the current speculative round of new supply completions, to be precommitment driven.
Tenant demand is forecast to improve during 2015 as employment growth and business confidence improves. The pace of the transition in growth in the non-mining sector and overall unemployment levels (which will also influence white collar employment) will be a key determinant of underlying tenant demand going forward.
The flight to quality trend observed in recent years is expected to continue as tenants continue to capitalise on attractive leasing conditions.
Gross face rentals are expected to increase below trend in 2015, around trend in 2016 and greater than trend in 2017.
Incentives have largely peaked but should remain elevated before gradually beginning to decline. The decline in incentives will be led by the City Fringe and Inner East precincts due to the relative lack of suitable options.
Yield compression is not complete with low interest rates, the weight of money and the yield spread between CBD and suburban offices suggesting suburban yields may tighten further.
Acquisition interest is expected to remain robust with transactions limited by a relative lack of suitable stock. Continued demand for residential development sites will also see older secondary stock withdrawn from the market for conversion and redevelopment.

Market Evidence

Please refer to the full-scope report under file reference 150040/34113 for a detailed analysis of comparable leasing and sale transactions.

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Rental Profile and Key Considerations

Please refer to the full-scope report under file reference 150040/34113 for tenancy details and income analysis, while a brief summary is provided below:

The property is 100.0% leased to two tenants.
As at the date of valuation, the subject property had a WALE of 2.39 years by area and 2.40 years by income.
There are no outstanding incentives as at the date of valuation.
Gross passing income of $3,473,346 per annum.
Adopted outgoings of $656,868 per annum equate of $99.72 per square metre.
Assessed market gross income of $3,253,628 per annum.

Cash Flow

Please refer to the full-scope report under file reference 150040/34113 for cash flow analysis, while a brief summary is provided below:

The ten-year compounding average office market rental growth equates to 3.26% per annum.
Speculative lease assumptions:

Office - Year Ending March	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
Renewal Probability	50.0%
Lease Term	5.0
Rental Indexation	3.75%
Lease Type	Net
Growth	2.90%	3.30%	3.50%	3.50%	3.20%	3.10%	3.30%	3.30%	3.30%	3.30%
Gross Incentive (Months)	13.1	12.0	11.6	10.5	10.1	9.0	9.0	9.0	9.0	9.0
Gross Incentive (%)	21.9%	20.0%	19.4%	17.5%	16.9%	15.0%	15.0%	15.0%	15.0%	15.0%
Downtime(Months)	9.0	9.0	9.0	9.0	9.0	9.0	9.0	9.0	9.0	9.0

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Cash flow assumptions:

Leasing Commissions	12% for new tenants and 8% for lease renewals, resulting in a blended rate of 10 % based on the renewal probability.
Tenant Improvements	$125 per square metre for net tenants and $75 per square metre for lease renewals, resulting in a blended rate of $100 per square metre based on the renewal probability.
Ongoing Capital Expenditure	1.25% of the net operatingincome throughout the projection period.
Budgeted Capital Expenditure	$765,000 to be spent within the 2015/16 financial year, as advised.

We have allowed for a total of $2,565,907 worth of capital expenditure throughout the cash flow for tenant improvements, budgeted capital expenditure and an ongoing capital expenditure allowance. The present value of our adopted capital expenditure totals $1,811,559 representing $275.02 per square metre of NLA.

Valuation Methodology

The property has been valued utilising the discounted cash flow approach, capitalisation of net income approach and direct comparison approach.

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Sale History

The subject property was purchased by Opus Capital in November 2007. The subject property has not transacted within the past five years.

Valuation Parameters

Market Capitalisation Rate	8.00%
Discount Rate	8.50%

Valuation Analysis

For the discounted cash flow approach , based on a discount rate of 8.50%, the net present value of our projected cash flow is $31,359,181 with 42% derived from the net cash flow and 58% derived from the terminal value. The indicated terminal value is $43,562,420 which reflects an annual compound growth of 3.34%.

The value indicated through the capitalisation approach is $31,746,194, reflecting:

A net annual market income of $2,596,760 capitalised at 8.00%;
Core Capitalisation Value of $32,459,496; and
Total Capital Adjustments of -$713,302.

The discounted cash flow approach produces a value of $31,359,181 and the capitalisation approach produces a value of $31,746,194. We have reconciled these two methods of valuation and have adopted a current Market Value for the subject property of $31,600,000. This equates to $4,797 per square metre of NLA.

We summarise below our assessment of Market Value:

Valuation Date	14 April 2015
DCF Approach	$31,359,181
Capitalisation Approach	$31,746,194
Market Value	$31,600,000
Initial Yield	8.91%
Initial Yield(Fully Leased)	8.91%
Equated Market Yield	8.04%
Internal Rate of Return(10yr)	8.39%
Terminal Capitalisation Rate	8.25%
Value Per Square Metre (NLA)	$4,797 per square metre

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Qualifications and Warning

We have been instructed by Mr Paul Brown of GARDA Capital Group on behalf of GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund, to assess the Market Value of Botanicca7, 572 – 576 Swan Street, Richmond, Victoria, to be relied upon by GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for financial reporting and first mortgage security purposes.

This report has been prepared for GARDA Capital Limited as Responsible Entity for the GARDA Diversified Property Fund for the specific purposes outlined within the full valuation report and cannot be relied upon by third parties.
This report is a summary of the valuation of the subject identified as Botanicca7, 572 – 576 Swan Street, Richmond, Victoria as at 14 April 2015, and has not been prepared for the purpose of assessing the property as an investment opportunity.
m3property (Vic) Pty Ltd has not been involved in the preparation of the PDS, nor has the report had regard to the other material contained within the PDS. The report and its content do not take into account any matters concerning the investment opportunity contained in the PDS.
m3property (Vic) Pty Ltd makes no representation or recommendation to the recipient in relation to the valuation of the property or the investment opportunity contained in the report.
Recipients must seek their own advice in relation to the investment opportunity contained in the PDS.

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Liability Disclaimer

m3property (Vic) Pty Ltd confirms that it does not have any pecuniary interest that would conflict with its valuation of the property.

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Valuer Experience and Interest

Kind Regards,

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Trent Preece AAPI Certified Practising Valuer Associate Director – m3property (Vic)

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Gary Longden FAPI FRICS Director – m3property (Vic)

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SECTiON 6 FiNANCiAL iNFORMATiON

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6.1 INTRODUCTION

The Financial Information in this PDS as contained in this Section has been prepared by the Responsible Entity and comprises the:

Pro Forma Balance Sheet as set out in Section 6.3;
the Forecast Financial Information, comprising:
Forecast Income Statements for FY16 as set out in Section 6.4; and
Forecast Distribution Statements for FY16 as set out in Section 6.4.

Together, the Pro Forma Balance Sheet and the Forecast Financial Information are referred to in this PDS as the Financial Information .

Also summarised in this section are:

the basis of preparation and presentation of the Financial Information (refer to Section 6.2); and
the assumptions underlying the Forecast Financial Information (refer to Section 6.5) and key sensitivities in respect of the Forecast Financial Information (refer to Section 6.6).

Rounding of the figures provided in the Financial Information may result in some discrepancies between the sum of components and the totals outlined within the tables and percentage calculations.

The Fund operates on a financial year ending 30 June.

Information provided in this section should be read in conjunction with the risks outlined in Section 8, the basis of preparation of the Financial Information outlined in Section 6.2, the sensitivity analysis outlined in Section 6.6 and the other information provided in this PDS.

The Financial Information has been reviewed by BDO Corporate Finance (Qld) Ltd whose Independent Assurance Report is included in Section 7 of this PDS. Prospective Investors should note the scope and limitations of the Independent Assurance Report.

6.2 BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL INFORMATION

6.2.1 OVERVIEW

The Financial Information has been prepared in accordance with the recognition and measurement principles of the Australian Accounting Standards. However, the Financial Information is presented in an abbreviated form and does not contain all the disclosures, statements or comparative information as required by the Australian Accounting Standards applicable to annual financial reports prepared in

accordance with the Corporations Act.

The significant accounting policies relevant to the Financial Information are disclosed in Section 6.7.

Investors should be aware that past performance information included in this Section 6 is not necessarily a guide to future performance.

6.2.2 PREPARATION OF PRO FORMA BALANCE SHEET

The Pro Forma Balance Sheet is based on the auditor reviewed balance sheet of the Fund as at 31 December 2014, after adjusting for certain pro forma transactions and/ or other adjustments to reflect the Transaction. The key pro forma adjustments have been prepared to reflect the impact of the Offer, including Allotment and Listing. These adjustments have been detailed in Section 6.3 and are reflected in a manner consistent with the recognition and measurement principles of Australian Accounting Standards, but do not comply with all the presentation and disclosure requirements.

The Pro Forma Balance Sheet is provided for illustrative purposes only and is not represented as being necessarily indicative of the Fund’s future financial position.

6.2.3 PREPARATION OF FORECAST FINANCIAL INFORMATION

The Forecast Financial Information has been prepared using the assumptions set out in Section 6.5. The Responsible Entity believes that the Forecast Financial Information has been prepared with due care and attention, and consider the assumptions in Section 6.5, when taken as a whole, to be reasonable at the time of preparing this PDS.

Prospective Investors should be aware that the timing of actual events and the magnitude of their impact might differ from that assumed in preparing the Forecast Financial Information, and that any deviation in the assumptions on which the Forecast Financial Information is based may have a material positive or negative effect on the Fund’s financial performance or financial position. There can be no guarantee or assurance that the Forecast Financial Information will be achieved.

The Forecast Financial Information has been prepared on the basis that the Transaction is implemented on 30 June 2015.

The Forecast Period is for FY16.

The Forecast Distribution Statement has been derived from statutory net profit as detailed in Section 6.4. As Distributable Earnings is the Directors’ measure of the periodic amount available for Distributions, it differs from statutory net profit as determined by Australian Accounting Standards.

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6.3 PRO FORMA BALANCE SHEET

The table below details the Pro Forma Balance Sheet. The Pro Forma Balance Sheet has been derived from the auditor reviewed statement of financial position as at 31 December 2014 adjusted for:

A) significant events occurring post 31 December 2014; and

B) pro forma adjustments to reflect the impact of the Transaction.

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PRO FORMA PRO FORMA PRO FORMA
ACTUAL ADJUSTMENTS ADJUSTMENTS TRANSACTION
AS AT 31-DEC-14 A B COMPLETION
$’000S $’000S $’000S $’000S
CURRENT ASSETS
Cash and cash equivalents 2,092 (1,504) (i) 2,000 (viii) 2,588
Trade and other receivables 707 0 0 707
Total Current Assets 2,799 (1,504) 2,000 3,295
NON-CURRENT ASSETS
Investment properties 135,555 796 (ii) 0 136,351
Trade and other receivables 1,544 0 0 1,544
Other non-current assets 2,755 0 0 2,755
Total Non-Current Assets 139,854 796 0 140,650
TOTAL ASSETS 142,653 (708) 2,000 143,945
CURRENT LIABILITIES
Trade and other payables 1,914 0 0 1,914
Borrowings 597 (597) (iii) 0 0
Provisions 50 0 0 50
Total Current Liabilities 2,561 (597) 0 1,964
NON-CURRENT LIABILITIES
Trade and other payables 283 0 0 283
Borrowings 105,895 474 (iv) (63,975) (ix) 42,395
Total Non-Current Liabilities 106,178 474 (63,975) 42,678
TOTAL LIABILITIES 108,739 (123) (63,975) 44,642
NET ASSETS 33,914 (585) (65,975) 99,303
EQUITY
Contributed Equity 138,788 (197) (v) 72,235 (x) 210,826
Retained earnings (104,874) (388) (vi) (6,260) (xi) (111,523)
TOTAL EQUITY 33,914 (585) 65,975 99,303
Units on issue 214,822,740 (193,222,167) (vii) 75,600,000 (xii) 97,200,573
NTA - unit price 0.1579 1.02
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(i) Payment of accrued December interest of $(0.6) million, cash Distributions for the period of $(0.2) million, additional loan draw of $0.1 million, and operational loss for the period of $(0.8) million (including finance costs, excluding fair value movement and net of other Profit and Loss adjustments).
(ii) Net fair value increase of existing Properties of $0.8 million based on independent valuations undertaken in April 2015.
(iii) Accrued interest paid of $0.6 million.
(iv) Accrued interest on loans of $0.4 million, and additional loan draw of $0.1 million.
(v) Net distributions for the period of $0.2 million. (vi) Operational loss for the period comprising fair value movement in Properties of $0.8 million, cash operational loss of $(0.8) million, and accrued interest of $(0.4) million.
(vii) Consolidation of existing Units on a 9.95 to 1 basis.
(viii) Additional working capital of $2 million from proceeds of equity raising. (ix) Repayment of Existing Debt Facility of $101.9 million, repayment of subordinated loan of $2.3 million, repayment of Associates Loan of $2.9 million, write-off of existing capitalised borrowing costs of $(0.9) million, and new debt drawn of $42.6 million net of new establishment costs of $(0.2) million.
(x) New equity of $70.0 million, Transaction Costs relating to new equity of $(3.5) million, Associate Loan conversion of $5.6 million.
(xi) Existing Debt Facility break costs and exit fees of $(2.6) million, write-off of capitalised borrowing costs of $(0.9) million, Listing fees of $(0.1) million, Associate Loan dilutionary impact of $(2.7) million, and Transaction Costs attributable to existing equity $(0.2) million.
(xii) Issue of 70 million new Units pursuant to capital raise and 5.6 million Units issued as repayment of Associates Loan.

6.4 FORECAST FINANCIAL INFORMATION

6.4.1 FORECAST INCOME STATEMENT

The table below details the Forecast Income Statement for FY16.

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FORECAST 12 MONTHS ENDING 30 JUNE 2016
$’000s
REVENUE
Gross property income 16,996
Straight lining of rental income (244)
Total Revenue 16,752
EXPENSES
Property expenses (4,704)
Responsible Entity fees (914)
Finance costs (1,792)
Management and other administrative expenses (462)
Total Expenses (7,872)
Pro Forma Net Profit (before transaction costs) 8,880
----- End of picture text -----*

NOTES: * Net of amortisation of leasing commissions and tenant incentives

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6.4.2 FORECAST DISTRIBUTION STATEMENT

Distributable Earnings represents net profit before tax adjusted for straight lining of rental income, rent free periods, fair value adjustments to investment properties and derivatives, and other non-cash items and the amortisation of lease incentives.

Distributions are to be paid on a quarterly basis. The first Distribution following the Allotment Date is expected to be paid for the period starting on 1 July 2015 and ending 30 September 2015 in October 2015.

The Fund intends to distribute between 90% and 100% of its Distributable Earnings each year. The Directors will have regard to the amount of cash available in determining the Fund’s Distribution payout ratio.

The table below provides a reconciliation from the Pro Forma Net Profit (before Transaction Costs) to Distributable Earnings:

	FORECAST 12 MONTHS ENDING 30 JUNE 2016	FORECAST 12 MONTHS ENDING 30 JUNE 2016	FORECAST 12 MONTHS ENDING 30 JUNE 2016	FORECAST 12 MONTHS ENDING 30 JUNE 2016	FORECAST 12 MONTHS ENDING 30 JUNE 2016
					$’000s
Pro Forma Net Proft (before transaction costs)					8,880
Straight lining of rental income Borrowing cost amortisation Distributable Earnings Distribution					244 74 9,198 8,747
Distributable Earnings per Unit (cents) 1					9.46
Distribution per Unit (cents)1					9.00
Distributable Earnings Yield on Ofer Price1					9.46%
Distribution Yield on Ofer Price1					9.00%
Payout ratio (Distribution / Distributable Earnings)					95%
Tax deferred component of Distribution					33% to 43%

Notes:

The Forecast Financial Information has been prepared on the basis that the Transaction is implemented on 30 June 2015.

The Forecast Distribution Statement does not account for any potential fair value adjustments of investment Properties on the basis that such adjustments cannot be reliably determined as at the date of this PDS.

Straight lining is net of amortisation of leasing commissions and tenant incentives.

Tax deferred component of forecast Distributions is determined in accordance with tax legislation prevailing at the time of preparing the PDS. The actual tax deferred components of Distributions will be determined based on tax legislation prevailing at the time of the relevant Distribution.

6.5 ASSUMPTIONS

The assumptions relating to the preparation of the Forecast Financial Information are set out below.

6.5.1 GENERAL ASSUMPTIONS.

The general assumptions include:

the settlement of the Transaction on or before 30 June 2015;
the Fund continues to operate as a going concern and is able to make payments in accordance with the Responsible Entity’s current intentions;
CPI of 2.67% from 1 July 2015 to 30 June 2016;
no acquisitions or disposals of investment properties occur during the Forecast Period;
no material contract disputes or litigation arise during the Forecast Period;
no significant change to the Fund’s capital structure occurs during the Forecast Period (i.e. does not account for the potential impact of the Buy-Back, if implemented);
no material change in the competitive operating environment occurs during the Forecast Period;
no significant change occurs to the legislative regime and regulatory environment in the jurisdictions in which the Fund operates during the Forecast Period;
that there is no material change in credit markets;
all existing leases are enforceable and are performed in accordance with their terms;
no material changes are made to applicable Australian Accounting Standards, other mandatory professional reporting requirements and the Corporations Act during the Forecast Period;
no material changes are made to Australian income tax legislation; and
no movement occurs in the fair value of investment properties or other financial assets. The Responsible Entity does not believe these movements can be reliably forecast.
Initial Gearing of 30%;
Calculated assuming $70 million raised under the Offer at the Offer Price, initial Gearing at 30% and the other assumptions set out in Section 6, including the potential impact of the Buy-Back.

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6.5.2 SPECIFIC ASSUMPTIONS

The specific assumptions include:

Gross Property Income

Gross Property Income has been forecast on a property by property basis based on existing leases and assumptions for future occupancy rates, tenant retention, continued ability of tenant to pay rent, and market rentals; and
Gross Property Income is post all rent free or abatement incentives offered to tenants.

Straight line lease adjustment to rental income

A straight line lease adjustment is provided in relation to future fixed rental increases to ensure rental income has been recognised on a straight line basis over the lease term in accordance with Australian Accounting Standards.

Reletting and vacancy

letting up periods have been forecast on a property by property basis and range primarily between five and twelve months (for the Forecast Period) based on the Responsible Entity’s assessment of the individual tenancy. This assessment has also had regard to the independent valuer’s assessment;
retention rates for existing tenants have been forecast on a property by property basis based on the Responsible Entity’s assessment of the individual tenancy;
lease incentives are assumed on a property by property basis. Ordinarily, lease incentives range between 10% and 20% and new leases are assumed to be taken 50% as a rent free period and 50% as a fit-out contribution. Lease incentives for renewing tenants are assumed to be taken completely in the form of a rent free or abatement period. For the forecast period, there are a number of renewals applicable with have been assumed as an exercising of option which does not require any Allocation of leasing incentive. Further to this, there are no new leases assumed to occur during the Forecast Period.
leasing commissions have been assumed on the let up of each individual lease. Commissions have been forecast in the range of between 7.8% and 12% for renewals and between 13% and 20% for new leases; and
structural vacancies in the Cairns, Murarrie and Varsity Lakes properties have been left vacant for the entire Forecast Period.

Direct Property expenses and outgoings

outgoings have been forecast on a property by property basis. Outgoings include land tax, council rates, building insurance, water rates and repairs and maintenance. Outgoings are forecast to increase in line with known increases (for agreed contracts) or by CPI.

Buy-Back

the Forecast Financial Information assumes that no Units are cancelled as the potential impact of the Buy-Back (if implemented) is uncertain and is dependent on the number of Units the subject of the Buy-Back (if any). Refer to Section 6.6(b).

Responsible Entity’s fee

as Responsible Entity of the Fund, GARDA Capital Limited is entitled to a management fee of 0.65% of current GAV. GARDA Capital Limited’s management fee as Responsible Entity will be calculated and paid monthly by the Fund; and
GARDA Capital Limited will be entitled to be reimbursed for expenses relating to the proper performance of its duties as Responsible Entity.

Finance costs

the Fund’s borrowings under the New Debt Facility will incur an average effective interest rate of 3.85% (inclusive of margin and forecast hedging arrangements); and
borrowing costs of $0.2 million have been capitalised against the debt balance and will be amortised over the term of the New Debt Facility.

Management and other administrative costs

the Fund will incur management and administrative expenses including ASX listing fees, registry fees, legal, audit, accounting, valuation and other costs in the operation of its business. These costs have been forecast based on GARDA Capital Limited’s best estimates based on a combination of existing arrangements and external benchmarks and quotes.

Transaction Costs

the Forecast Financial Information assumes the Transaction Costs will be incurred or accrued for the period ending 30 June 2015, and not included in the forecasts for FY16.

Capex

allowances have been made for refurbishment and maintenance capex of approximately $3.5 million for FY16, which will be funded from retained earnings and debt. The Responsible Entity is entitled to a fee equal to 5% of the value of capital investment and is calculated and paid monthly; and
maintenance capex has been forecast by management on a property by property basis.

Taxation

the Fund is treated as a trust for Australian tax purposes. Under current Australian income tax legislation, the Fund is not liable for Australian income tax, including capital gains tax, provided its distributable income is distributed to Unitholders in respect of each income year. Accordingly, no allowance for income tax has been made.
expected goods and services tax recoveries in respect of costs and ongoing operations which are appropriate to the activities of the Fund have been forecast.

Distribution reinvestment plan

the Financial Information has been prepared on the basis that there will be no operating Distribution reinvestment plan. The Responsible Entity may instigate a Distribution reinvestment plan in the future.

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6.6 SENSITIVITY ANALYSIS

The Forecast Financial Information is based on a number of assumptions that are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Responsible Entity. These estimates and assumptions are subject to change.

Investors should be aware that future events cannot be predicted with certainty and, as a result, deviations from the figures forecast in this PDS are to be expected.

To assist investors in assessing the impact of these assumptions on the Forecast Financial Information, the table below sets out the sensitivity of the Fund’s forecast Distributable Earnings to certain changes in a number of key variables. The changes set out below are not intended to be indicative of the complete range of possible variations that may arise.

A) General Sensitivities.

==> picture [229 x 46] intentionally omitted <==

----- Start of picture text -----

FY16
$ MILLION CENTS PER
UNIT
----- End of picture text -----

Distributable Earnings Impact of change from	9.19	9.46
assumption 25 basis point change in	0.11	0.12
average interest rate (+ / -)
5% change in the Fund’s	0.24	0.24
property expenses (outgoings)
(+ / -)
5% change in the Fund’s	0.02	0.03
operating expenses (+ / -)
Tenant renewal assumptions in FY16 change from ‘renew’ to ‘vacate’ (+ / -)	0.39	0.41

The estimated impact of changes in each of the variables has been calculated in isolation from changes in other variables to illustrate the likely impact on the Forecast Financial Information. In practice, changes in variables may offset each other or may be cumulative.

B) Buy-Back Sensitivities

GARDA Capital Limited (in its sole discretion) may decide to expend up to $20.0 million following the completion of the Transaction in buying back Units by way of an on-market Buy-Back (refer to Section 9.9). The Forecast Financial Information assumes that no Units are cancelled through the Buy-Back as the potential impact of the Buy-Back (if implemented) is uncertain and is dependent on the number of Units the subject of the Buy-Back (if any).

The following table illustrates the sensitivity of the earnings per Unit and the Pro Forma Balance Sheet gearing for the Forecast Period as a result of participation in the Buy-Back. It is assumed for the purposes of the sensitivity analysis that the Buy-Back is funded through debt, occurs at the completion of the Transaction, and at the Offer Price of $1.00 per Unit.

	Base Case: No Buy-Back	CUMULATIVE EXPENDITURE ($ MILLION) 0.0	FY16 FORECAST EPU (CENTS) 9.46	PRO FORMA BALANCE SHEET GEARING 30%
	50% of Buy-Back participation 100% of Buy-Back Participation	10.0 20.0	10.10 10.91	37.4% 44.5%

6.7 SIGNIFICANT ACCOUNTING POLICIES

6.7.1 REVENUE RECOGNITION

Rental income from investment property is recognised in profit or loss on a straight line basis over the term of the lease. Rental income not received at a reporting date is reflected as receivables in the balance sheet. If rents are paid in advance these amounts are recorded as payables in the balance sheet.

Lease incentives granted are recognised as an integral part of the net consideration agreed for the use of the leased premises, irrespective of the incentive’s nature or form or the timing of payments. The aggregate cost of lease incentives are recognised as a reduction of rental income on a straight line basis over the lease term.

Recovery of outgoings are recognised on an accrual basis.

6.7.2 FINANCE COSTS

Finance costs include interest expense and amortised borrowing costs. Interest expense is recognised in profit or loss as it accrues. Finance costs are recognised using the effective interest rate applicable to the financial liability.

6.7.3 TRADE AND OTHER RECEIVABLES

Trade and other receivables are recognised initially at fair value and subsequently at amortised cost. They are classified as current assets except where the maturity is greater than twelve months after the balance date in which case they are classified as non-current.

6.7.4 TRADE AND OTHER PAYABLES

These represent liabilities for goods and services provided to the Fund prior to the balance date which are unpaid. Trade and other payables are recognised initially at fair value and subsequently at amortised cost.

Management Fee liabilities will accrue when payable and are typically payable monthly in arrears.

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6.7.5 INVESTMENT PROPERTY

Investment properties held for the purpose of receiving rental income are initially measured at cost including transaction costs. Subsequent to initial recognition, investment properties are carried at fair value, which is measured using an income approach based on the estimated rental value of the property. Gains and losses arising from changes in fair values of investment properties are included in profit or loss in the year in which they arise.

The value of the investment property excludes the accrued operating lease income and instead recognises it as a separate receivable.

The Financial Information in this PDS has been prepared on a going concern basis which contemplates the realisation of assets and settlement of liabilities in the normal course of business. The directors of the Responsible Entity believe it is appropriate to prepare the financial statements on a going concern basis based on the anticipated success of the Transaction and the offer being fully underwritten by the Underwriter in addition to refinancing of the debt with a major lender on favourable terms to the Fund. The directors of the Responsible Entity have obtained an executed underwriting agreement and a letter of offer for refinancing and expect the Transaction to be successful.

6.7.6 BORROWINGS

Borrowings are recorded initially at fair value, net of any attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest rate method with any difference between the initial and recognised amount and redemption value being recognised in profit or loss over the period of borrowing and are de-recognised when the contractual obligations are discharged, cancelled or expire.

6.7.7 TAXATION

Under current legislation the Fund is not subject to income tax when its distributable income (which may include assessable realised capital gains) is distributed in full to the Investors.

6.7.8 ONGOING OPERATIONS

Included in the statement of financial position as at 31 December 2014 is non-current borrowings of $105.9 million. Of this, $101.9 million relates to the Existing Debt Facility, which was entered into in June 2013 and has a 4 year term. As part of the terms of the Existing Debt Facility, there are maximum LVR thresholds including:

73% to and including 29 June 2015;
68% from 30 June 2015 to 30 June 2016; and
63% from 30 June 2016 to 30 June 2017.

It is expected that the Existing Debt Facility will be paid out in its entirety as part of the Transaction, and replaced with the New Debt Facility. The impact of this is included in the pro forma statement of financial position in this PDS. However, if the Offer and associated capital raising is not successful the Fund may not be in a position to meet its covenants as at 30 June 2015, specifically the change in the LVR threshold. In addition, on 29 June 2015, a debt reduction of approximately $7.0 million is required, resulting in a working capital deficit as at 30 June 2015. In these circumstances, the Fund will need to take appropriate alternative actions to be able to continue as a going concern.

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SECTiON 7 iNDEPENDENT ASSURANCE REPORT

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 
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







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P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D

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 

       

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     

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   

    

 



   

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   

   



 

   



   



  

 

     

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P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D

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  
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     

        

     

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      

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    



    



     

  

   



 

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P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D

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

==> picture [145 x 59] intentionally omitted <==

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S E C T I O N 7 – I N V E S T I G AT I N G A C C O U N TA N T ’ S R E P O R T

==> picture [73 x 28] intentionally omitted <==

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    



   
 

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    

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     

  

 

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  

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      

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   

    

   

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 

  

   





 	 	 
   	  




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5 7 2-5 76 S WA N S T R E E T, R i C H M O N D, V i C T O R i A

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SECTiON 8 RiSKS

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8.1 RISKS

This Section describes the risks which the Directors currently believe to be the key risks associated with an investment in the Fund.

It does not purport to be an exhaustive list of every risk faced by the Fund, now or in the future. Many of these risks, or the consequences of them, are outside the control of the Responsible Entity. If one or more of these risks eventuates, then the future operating performance of the Fund and the value of your investment under the Offer, may be significantly affected.

You should ensure that you take the time to understand these risks, in conjunction with the other information set out in this PDS, before deciding to invest in the Fund. You should carefully consider whether an investment in the Fund is suitable for you, having regard to your own appetite for risk and investment objectives, and your own financial and taxation position.

If you do not understand any part of this PDS, or have any doubt about an investment in the Units or do not understand the risks below and their consequences, you should seek advice from your broker, lawyer, accountant, tax or other professional advisor before making a decision to invest.

8.2 FUND SPECIFIC RISKS

The risks set out in this Section relate specifically to an investment in the Fund under the Offer:

MATERIAL OR KEY TENANCIES

A number of the Fund’s Properties have significant or key tenants. If the tenant defaults or leaves, particularly if that tenancy cannot be re-let on equivalent terms or at all, then the income and WALE of the Fund may be negatively affected. Further, if a Property remains wholly or materially vacant for any significant period of time, this may impact on adjoining tenancies and may cause additional losses, reducing rents which could be achievable for the Property generally. It may also impact on the valuation of the Property, the NTA of the Fund or Unit price.

FUNDING AND REFINANCING RISK

In order to fund New Acquisitions, capital expenditure and other material capital events, the Responsible Entity intends to rely on a combination of funding options including equity, the New Debt Facility and other debt or hybrid funding. An inability to attract funding or to refinance the New Debt Facility, or any increase in the cost of such funding, may adversely impact performance and financial position, and prevent the Responsible Entity from managing effectively.

As at the date of this document and as detailed in sections 6.7.8 and 12.2, the availability of funds under the New Debt Facility is subject to a number of conditions precedent. If the conditions precedent cannot be satisfied in accordance with their terms and the timetable, the Transaction may not be able to be completed, which in turn, may mean that the Offer cannot proceed. In these circumstances, the Fund will need to take appropriate alternative actions to be able to continue as a going concern.

BREACH OF DEBT COVENANTS

The New Debt Facility will contain financial covenants based on asset valuations and net income tests. A breach of these covenants may be caused by many factors including a material event relating to a Property, loss of a key tenant, valuations or by market conditions including interest rate increases. A covenant breach may result in the Fund paying higher interest rates, or the New Lender choosing to enforce its security over Properties, requiring the Fund to pay down the New Debt Facility immediately or on short notice. Alternative financing may not be available, or may only be available on less favourable terms. The Fund may be required to sell Properties or reduce or suspend Distributions in order to repay debt. This risk increases as the maturity of the New Debt Facility approaches expiry, and may require sales of Properties to reduce debt. If a forced sale occurs, it could result in a less than optimal price or a capital loss, dilution through further equity raising, or suspension of Distributions to repay the New Debt Facility.

INTEREST RATES

Fluctuations in interest rates will affect the performance of the Fund. To the extent that interest rates are not hedged, the financial position including the cost of debt will be affected, and could result in decreased distributions to Unitholders. If hedged through fixed rates or interest rate swaps, and interest rates increase from current levels, similar terms may not be available upon extension/refinancing of that debt or the implementation of new hedging strategies. At the date of this PDS, interest rates are generally at an historic low, and therefore upward movements in interest rates may have a comparatively high impact on net income – see Section 6.6.

RESPONSIBLE ENTITY AND SERVICE PROVIDERS

By investing in the Fund, Unitholders have delegated investment decisions to the Responsible Entity and its officers. Some of those services are outsourced. The performance of the Fund is therefore affected by the skills and performance of the Responsible Entity and that of the various external service providers engaged, which cannot be assured.

If the Responsible Entity is replaced, there is significant potential for adverse effects to be experienced by the Fund due to changes in investment strategy or, if the New Lender demands, possible repayment of the New Debt Facility.

DILUTION EFFECTS

Future capital raisings and equity-funded acquisitions by the Fund may dilute the holdings of Unitholders. There may be a need to raise equity in the future to partly fund New Acquisitions, reduce debt or recapitalise the Fund. Should the Fund need to complete any form of equity raising through Unit issues which may occur at a discount to NTA, any Unitholders that do not participate may have the net value of their Units affected due to the dilution effect which may result in a capital loss or reduction in Distributions. Even if Units are issued at NTA, Unitholders that do not participate

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in an equity raising will have their voting percentage decreased due to the dilution effect of additional Units being issued.

LITIGATION AND DISPUTES

In the ordinary course of operations, the Responsible Entity may be involved in disputes and possible litigation. The Responsible Entity is subject to a duty to act in the best interests of Unitholders, and may be compelled to enter into dispute or litigation processes in circumstances where another entity without that duty might not, or might otherwise settle for a different commercial result. The Responsible Entity also has a duty to protect the value of the Assets, and may necessarily have to be involved in disputes in respect of the Properties and buildings, such as for warranty or defects claims against developers and their subcontractors. The results of dispute processes and litigation are often uncertain, and are subject to appeal. There is always a possibility that general business operations may be affected both financially and through the diversion of significant senior management time in running those proceedings.

COMPETITION

The Fund faces competition from new and existing property groups. Some of these competitors have significantly greater scale, and may be advantaged through more readily available sources of capital required to acquire assets relative to the Fund. Competition for New Acquisitions in the sector in which the Fund operates may make it difficult for the Fund to acquire assets and to increase its scale or diversification. Additionally the existence of competition for tenants may have a materially adverse impact on the ability of the Fund to secure new tenants or retain existing tenants on satisfactory rates over an acceptable period, and may lead to impacts on the Fund’s rental revenue and possibly to capital values.

HEALTH AND SAFETY

The Fund may attract liability for health and safety matters which occur on or around the Properties as the landlord, whether or not a tenant is also involved. In extreme circumstances, penalties may be levied against the Responsible Entity or its associates. These may not be covered by insurance, or there may be a dispute between insurers as to liability. Any material health and safety incident may generate adverse publicity, and is likely to impact upon the performance of the Fund and the return on your Units.

INSURANCE

The Responsible Entity insures the Property in line with industry practice. However, no assurance can be given that a particular risk or combination of risks is insurable, or that even if insured, the insurance policy will respond in full or at all. Insurance may only cover direct causation events, and not other indirect effects such as loss of rent while a Property is being repaired. Any losses due to uninsured risks may adversely affect the performance of the Fund, and may lead to unforseen expenditures which must be covered from capital or through the New Debt Facility. Increases in insurance premiums (particularly after a significant claim is made) may also adversely affect the Fund’s performance.

FORWARD LOOKING STATEMENTS

There can be no guarantee that the assumptions and contingencies on which the forward looking statements, opinions and estimates are based will ultimately prove to be valid or accurate. The forward looking statements, opinions and estimates depend on various factors, many of which are outside the control of the Responsible Entity.

8.3 UNIT INVESTMENT RISK

The risks set out in this Section relate to risks generally experienced by investors who invest in securities such as Units, and matters which are relevant to holding Units.

SECONDARY MARKET FOR THE UNITS

The Units available under the Offer are intended to be Listed. Although liquidity generally exists in this secondary market, there are no guarantees that an active trading market with sufficient liquidity will develop, or should it develop after the Offer, that such a secondary market will sustain a price level at or around the Offer Price or NTA.

TRADING PRICE AND VOLATILITY OF UNITS

The trading price of any listed security may change, depending on matters inherent to the Fund itself (such as its Portfolio and any material litigation it might become involved in), but also due to external factors such as property prices generally, market sentiment or takeover offers. Securities on the ASX may be thinly or heavily traded, and can be very volatile, irrespective of any change in the underlying value of the Property of the Fund or not. Units may trade at a discount to NTA. There can be no guarantee that the number of buyers at any point in time in the market will match or exceed the number of sellers, or that Unitholders will be able to sell for a price which they or the Responsible Entity believe fairly reflects the value of their Units. Some classes of securities or segments such as property are countercyclical, and may not demonstrate market price increases when other securities in other classes are performing well.

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DISTRIBUTION PAYMENTS

The Responsible Entity expects to make Distributions using cash flow from Fund operations (if available). If the income of the Fund decreases and servicing debt becomes difficult, or if a material event happens to the Fund, there is a risk that the Fund would be unable to generate sufficient free cash flow from operations in order to have the cash flow to meet the targeted and forecast Distribution payments to Unitholders.

The Distribution payments due to the Unitholders are obligations of the Fund, and neither the Responsible Entity nor its Directors, employees, officers, affiliates, agents, intermediaries or any other entity are able to or do guarantee the obligations of the Fund to Unitholders.

RANKING

If the Fund is wound up, Unitholders will rank behind secured and unsecured creditors, who will be paid first. If a creditor takes steps to liquidate any or all Properties, that creditor is generally only obliged to act in their own best interests and not in the interests of Unitholders generally. If there is a shortfall of funds upon the winding up of the Fund, there is a possibility that Unitholders may receive less than the Offer Price or NTA, and could lose some or all of the capital they have invested.

BUY-BACK

It is possible that the Responsible Entity may not have funds immediately available (whether from the New Debt Facility or otherwise) to deploy for the Buy-Back and accordingly there is no guarantee the Buy-Back will be implemented. It is also possible that the Responsible Entity may determine that capital of the Fund may be better deployed, such as to fund capital expenditure or a New Acquisition instead. In certain market conditions, for example if the number of sellers exceeds the number of buyers and the Responsible Entity does not provide market support, the market value of Units may be negatively affected.

8.4 COMMERCIAL AND INDUSTRIAL PROPERTY INVESTMENTS

All property investments carry their own unique set of risk characteristics, and an investment into a direct property Fund also carries these inherent underlying risks. The risks set out in this Section relate to risks generally experienced by investments into the commercial and industrial property sector:

PROPERTY VALUATIONS

While the Fund bases its valuation calculations on independent valuations, the ongoing valuation and revaluation of a Property (or a New Acquisition) is largely influenced by changes in greater market property drivers including supply, demand, Capitalisation Rates, occupancy levels, lease expiries, incentives and capital expenditure, and nearby amenities.

There is no guarantee that a Property will achieve a market or sale price approaching the valuation, or that the valuation upon which the Fund purchases a Property can be achieved in a subsequent sale. There is no guarantee that a Property’s valuation will increase, or that it will not decrease as a result of the assumptions in the valuation proving to be incorrect.

Different Valuers may value the same property differently, depending on their own internal criteria, research and experience. The same Property may have a different valuation, when a new Valuer is appointed for the Portfolio. The same Property will have different valuations in different conditions, for example ‘going concern’ or ‘fully leased’ will usually have a higher value than ‘liquidation’ or ‘vacant’, even for the same Property. The Properties will generally have different valuations depending on the stage of the broader economic cycle, and valuations may change depending on the risks outlined in this Section.

REVENUE, LEASE DEFAULT, NON-RENEWAL AND VACANCY

Distributions, interest payments and debt reductions to the Fund stakeholders are largely dependent on the amounts of rent received from tenants of the Fund’s Properties, and those tenants paying rent in accordance with their lease terms.

Tenants may default on their lease obligations, resulting in potential capital losses and/or a reduction in income to the Fund. The amount of any capital loss or loss of income may not be covered in full or at all by bank or personal guarantees. There is a risk that if the Responsible Entity is unable to negotiate a lease extension with an existing tenant at the end of their lease, or replace a lease on expiry with leases to new tenants on equivalent rates, there may be a significant impact on the distributable income of the Fund and a negative impact of the valuations for that Property. It will also reduce WALE, which may affect marketability of the Property and the Units, and will affect the any forecasts of the Responsible Entity.

INCENTIVES

The ability of the Responsible Entity to secure lease renewals or to obtain replacement tenants may be influenced by any leasing incentives granted. The Responsible Entity may not be able to secure actual rentals at or near the ‘market’ rental rates, which are usually expressed without incentives. Incentives may result in a material outlay or reduced actual income initially or over the term of the lease, which may have significant impacts on both the cash flow generated from that Property and the valuation of that Property. The availability and extent of incentives are a market-driven issue and arise due to intense competition for the same tenants within a local market. They are inherent in the sector and largely outside the control of the Responsible Entity. Furthermore, any non-willingness of the Responsible Entity to provide incentives required due to market competition to secure lease renewals or replacement tenants, or to some tenants on a different basis to others, may result in extended periods of vacancy for a Property. Such vacancies

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may have an adverse impact on existing tenant sentiment, Distributions, Property valuations, WALE and NTA per Unit and therefore the resulting market trading price.

PROPERTY LIQUIDITY

Real property is by its nature illiquid, and the Properties may take a long time to sell. In the event that the Fund will need to divest a Property (for example to achieve a debt reduction to lower gearing), the Fund may not be able to realise sufficient Properties in a timely manner or at an optimal sale price given time constraints. There is no guarantee that at the time a Property is put onto the market coincides with an optimal time to sell, particularly when the sale is driven by a factor other than receipt of a favourable third party offer. This may adversely affect NTA per Unit and therefore the resulting market trading price.

ACQUISITIONS AND DIVESTMENTS

The Responsible Entity has a strategy to grow the Fund’s assets under management through New Acquisitions. This strategy would be undertaken to increase and preserve forecast returns and as a result, New Acquisitions may affect forecast Distributions and any tax deferred portion of income Distributions. For New Acquisitions, the Responsible Entity will rely upon, among other things, the advice of independent property valuation experts. In relying on this advice, there is the risk that the fair value for a Property is less than the purchase price which may cause write-downs and capital losses in the future. Conversely, the Responsible Entity may undertake to dispose of a Property to preserve forecast return or to satisfy covenants in the New Debt Facility, which carries the risk that the realised value of a Property might be less than the purchase price or the current valuation.

It is possible that suitable New Acquisitions cannot be identified, or that the Fund may not be able to secure their purchase or otherwise complete. It is also possible that due diligence undertaken in connection with New Acquisitions does not reveal issues that will later have a materially adverse impact on the expected benefits to the Fund. For example, if due diligence has failed to reveal latent defects in the construction of a building or necessary capital expenditure, the additional requirements could reduce the value of or future returns on that Property.

The Responsible Entity may be unable to identify suitable investment opportunities, thereby restricting the Fund’s ability to add properties to its existing Portfolio and this may adversely impact the ability to secure additional investment or funding, and also the returns to Unitholders.

PROPERTY CONTAMINATION

Property income, distributions or property valuations could be adversely affected by discovery of an environmental contaminant, or the costs of Property preservation associated with environmental contamination. This risk may occur whether or not the contamination was accidental, caused by the Fund, or by prior owners or third parties. It may not be possible to ascertain in due diligence on a New Acquisition. Remediation costs may be significant, and there may be consequential effects such as Property closure and loss of rent (including potential costs of relocation of tenants in some circumstances) which would adversely affect Distributions, WALE, Property valuation and potentially the ability of the Fund to dispose of the Property.

CAPITAL EXPENDITURE AND DEVELOPMENT

The Responsible Entity is responsible for capital repairs and reinvestment. The Fund may incur capital expenditure costs for unforseen structural problems arising from a defect in a building or alterations required due to changes in statutory and compliance requirements. Over time, capital expenditure will be required to maintain the Properties, and also to improve the Properties or to install market-standard equipment, technologies and systems to retain and attract tenants. The risk that capital expenditure could exceed forecasted spend may result in increased funding costs, decreased distributable income and Property valuation write-downs due to valuation methodology.

Additionally, the Responsible Entity might in the future undertake material refurbishments, building works or extensions and additions. The Responsible Entity will not undertake speculative developments but may acquire assets subject to development activities. These acquisitions may involve tenant pre-commitments or other risk mitigation strategies before any commencement of development activities. Committed tenants may not ultimately take up a lease, on the terms contemplated or at all. Development may expose the Fund to risks associated with development including counterparty risk, contract and sub-contract risk, default risk and market risk. Standards applied to buildings when an issue becomes apparent may not be standards which applied when the building was constructed. The Fund may need to make claims under warranties, and defective construction may not be covered under statutory or contractual warranties, and may not be insured.

CONCENTRATION BY SECTOR

The Portfolio currently comprises of, and the Responsible Entity intends to continue to invest in, commercial and industrial real estate, primarily on the Eastern seaboard of Australia. The performance of the Fund will largely depend on the performance of this specific sector, in the specific areas where its Portfolio is located.

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8.5 GENERAL AND MARKET RISKS

These risks are beyond the control of the Responsible Entity, but may have a material effect on the Fund and the return on or value of Units:

NATURAL PHENOMENA (FORCE MAJEURE)

Some natural events are unable to be foreseen and are beyond the control of the Fund or the Responsible Entity. Acts of god such as cyclones and storms, flooding and water ingress, fires, earthquakes, wars, strikes and acts of terrorism may affect one or more Properties. Some force majeure events are effectively non-insurable or are commercially too expensive to insure, and some events may not be covered by a relevant Fund insurance policy. If a Property was to be affected by an event that has no insurance coverage for a significant event, this would affect the value of the Property and have a materially adverse impact on the Fund resulting in capital losses, a reduction in the NTA per Unit, and reduce Unitholder returns. It is also likely that there would be indirect consequences, such as damage to services and potential loss of rent. Such events would likely lead to increased premiums.

ECONOMY AND MARKET CONDITIONS

There is the risk that changes in economic and market conditions may affect asset returns and values and may decrease the Unit price. The overall performance of Units may be affected by changing economic or property market conditions. These may include movements in interest rates, exchange rates, securities markets, inflation, consumer spending, employment and the performance of individual local, state, national and international economies. A general economic downturn may have a significant negative impact on your investment in the Units.

LEGAL AND REGULATORY MATTERS

There is the risk that changes in any law, regulation or government policy affecting the Properties or operations (which may or may not have a retrospective effect) will have an effect on the Portfolio and/or the Fund’s performance. This may include (but is not limited to) changes to local state or federal zoning or planning schemes, environmental controls, health and safety requirements, foreign investment controls, discrimination and equal opportunity initiatives, and taxation regimes and accounting standards. If legal or regulatory changes impact on the Responsible Entity, its ability to effectively manage the Fund may be affected. Certain categories of investors may be excluded from holding Units in the future.

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SECTiON 9 DETAiLS OF THE OFFER

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9.1 OVERVIEW OF THE OFFER

The Responsible Entity proposes to issue 70 million Units in the Fund at the Offer Price of $1.00 in order to raise $70 million through an initial public offering.

The Offer is underwritten by the Lead Manager.

The purpose of the offer is to:

repay debt and refinance in line with the targeted Gearing level (refer to Section 1 and 2);
provide a cash balance for working capital; and
meet the costs associated with the Offer.

9.2 SOURCES AND USES OF FUNDS

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SOURCES OF $m USES OF $m
FUNDS FUNDS
Proceeds from $70.0 Repay existing $106.7
Offer debt
New Debt $42.6 Transaction Costs $3.9
Facility drawn
Cash at bank $2.0
Total sources $112.6 Total uses $112.6
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In conjunction with the Offer, the current outstanding debt facilities will be repaid and a new senior debt finance facility will be entered into with a New Lender for a period of 3 years as described in Sections 1 and 2.

9.3 GARDA CAPITAL GROUP CO-INVESTMENT

The Offer amount of $70 million includes a committed coinvestment by the GARDA Capital Group and its Associates, together with the Associate Lenders or their Associates. GARDA Capital Group and its Associates, together with the Associate Lenders or their Associates, will subscribe for a further 4.4 million Units to be issued as part of the Offer.

In addition, the Associate Lenders have indicated their intention to convert the Associate Loan to Units in the Fund as part of the Offer. Accordingly, 5.6 million Units will be Allocated to either the Associate Lenders or at their nomination may be held by Associates of the Associate Lenders, or the GARDA Capital Group and its Associates (please refer to Section 13.6 for further information). Approximately 1.4 million Units issued upon conversion of the Associate Loan will be subject to a voluntary escrow arrangement for 12 months following their issue (please refer to Section 12.6 for further information).

Accordingly, the GARDA Capital Group and its Associates, together with the Associate Lenders or their Associates, will hold not less than 10% of the Units following the completion of the Transaction.

9.4 STRUCTURE OF THE OFFER

The Offer of Units in the Fund under the terms of this PDS comprises:

an Institutional Offer;
a Broker Firm Offer, which is open the Australian Retail Investors and Sophisticated Investors who have received a firm Allocation through their Broker (refer to Section 9.7); and
a Priority Offer, which is open to eligible Existing Investors up to a maximum amount of $2.5 million (refer to Section 9.8).

Any investor reviewing this PDS should be aware that there is no general public offer of Units available. Any investor that is interested in this product but is not eligible under the Priority Offer or does not have an Allocation from the Broker Firm Offer should engage the Lead Manager to enquire about participation in the Broker Firm Offer.

The Responsible Entity reserves the right to withdraw the Offer and not proceed with the Allotment of Units to Applicants at any time before Allotment occurs. If such an event occurred and the Offer does not proceed, the Responsible Entity would return all Application Monies.

No interest will be paid on Application Money for the period from receipt until the issue of Units occurs. Similarly, no interest will be paid to any investor whose Application (or part of an Application) is returned by the Responsible Entity unfilled.

9.5 LEAD MANAGER AND CO-MANAGER

The Responsible Entity has appointed Morgans Corporate Limited to act as Lead Manager and Underwriter. The Underwriter has appointed the Co-Manager to act on behalf of the Responsible Entity.

9.6 INSTITUTIONAL OFFER

The Lead Manager and Underwriter will separately advise Institutional Investors of the Application procedures for the Institutional Offer.

9.7 BROKER FIRM OFFER

WHO CAN APPLY UNDER THE BROKER FIRM OFFER

The Broker Firm Offer is only open to Retail Investors and Sophisticated Investors with registered postal addresses in Australia who have received an Allocation of Units from their Broker.

If you have been offered a firm Allocation by a Broker, you will be treated as an Applicant under the Broker Firm Offer in respect to that Application. Investors should contact their Broker to inquire if they are eligible for an Allocation of Units under the Broker Firm Offer.

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HOW TO APPLY UNDER THE BROKER FIRM OFFER

If your Broker has provided you with an Allocation of Units under the Broker Firm Offer, you will need to contact your Broker for instruction on payment methods and how to complete your Application Form in accordance with the Broker Firm Offer Application Form.

Only Applications that are submitted in accordance with the Broker Firm Offer instructions will be accepted and have Units allotted at the Offer Price.

Applicants under the Broker Firm Offer must not submit their Broker Firm Application Form and/or Application Monies to the Registry. They will need to submit their Broker Firm Application Form and Application Monies to their Broker.

The Responsible Entity will accept Application Monies on behalf of Applicants from their Broker under the Broker Firm Offer by 5.00pm on the Closing Date or such date that the Lead Manager and the Responsible Entity deem appropriate. The Responsible Entity, the Lead Manager and the Registry take no responsibility for any omissions or other acts in connection with your Broker Firm Application Form that may result in your Application not being accepted.

By making an Application under the Broker Firm Offer, you are declaring that you were given proper access to this PDS, together with the Broker Firm Application Form. The Corporations Act prohibits any person from passing an Application Form to another person unless it is accompanied by a hard copy of this PDS or an unaltered and complete electronic version of this PDS.

MINIMUM AND MAXIMUM APPLICATION AMOUNTS

If you apply for Units under the Broker Firm Offer, the Minimum Application Amount is at least $2,000 and in $100 increments thereafter. There is no maximum number of Units that may be applied for under the Broker Firm Offer.

ALLOCATION POLICY UNDER THE BROKER FIRM OFFER

Units that have been allocated to Brokers for Allocation to their Australian Retail Investors and Sophisticated Investors will be issued to the Applicants nominated by those Brokers.

It will be a matter for the Broker to decide as to how they allocate firm stock among their clients who are Retail Investors and Sophisticated Investors and if any Application Monies need to be refunded once the Offer closes. Brokers (and not the Responsible Entity) will be responsible for ensuring that clients who have received a firm allocation from them receive the relevant number of Units.

The Responsible Entity expects to announce the final Allocations under the Broker Firm Offer by 1 July 2015. Applicants in the Broker Firm Offer should confirm their Allocation with the Broker from whom they received their Allocation of Units.

9.8 PRIORITY OFFER

WHO CAN APPLY TO PARTICIPATE IN THE PRIORITY OFFER

The Priority Offer is only open to eligible Existing Investors who are Australian residents with a residential address in Australia at the date of this PDS.

HOW MUCH IS AVAILABLE UNDER THE PRIORITY OFFER

2.5 million Units ($2.5 million) will be made available (in aggregate) to Existing Investors under the Priority Offer and will be Allocated at the discretion of the Responsible Entity.

HOW TO APPLY UNDER THE PRIORITY OFFER

If you are an eligible Existing Investor, you must complete the Priority Offer Application Form and pay the relevant Application Monies to the Responsible Entity in accordance with the instructions on the Priority Offer Application Form. Application Monies must be in Australian dollars and accompany the Priority Offer Application Form. Cheques must be made payable to “GARDA Diversified IPO” and should be crossed and marked “Not Negotiable”.

MINIMUM AND MAXIMUM APPLICATION AMOUNTS

If you apply for Units under the Priority Offer, you must apply for a minimum of 2,000 Units ($2,000) and in increments of $100 thereafter. There is no maximum number of Units or value of Units that may be applied for under the Priority Offer.

ALLOCATION POLICY UNDER THE PRIORITY OFFER

It will be a matter for the Responsible Entity to decide as to how it will allocate Priority Offer Units among Existing Investors and if any Application Monies need to be refunded once the Offer closes. The Responsible Entity will be responsible for ensuring that eligible Existing Investors who have applied for Units receive the relevant number of Units under that Application.

The Responsible Entity expects to announce the final Allocations under the Priority Offer by 30 June 2015.

9.9 BUY-BACK

Following Listing, the Responsible Entity may (in its sole discretion) undertake an on-market Buy-Back of up to 20 million Units in the Fund representing up to $20 million for up to 12 months after 11 May 2015.

The Buy-Back is intended among other things to provide liquidity support to Investors and will be implemented by the Responsible Entity if there is unsatisfied liquidity for Existing Investors.

The Responsible Entity will only conduct the Buy-Back:

(a) in accordance with the Corporations Act, Listing Rules (as modified or waived by the ASX) and the Constitution of the Fund; and
(b) any conditions imposed by ASX in granting the relevant modifications and waivers.

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The Buy-Back will only be implemented if determined by the Responsible Entity. Accordingly, no assurances can be given if the Buy-Back will proceed.

9.10 DISCRETION REGARDING THE OFFER

Subject to the Underwriting Agreement, the Responsible Entity will have absolute discretion regarding the basis of Allocation of Units in the Fund, and there are no assurances that participants in the Broker Firm Offer or Priority Offer will be allocated any or all Units applied for in their Application. The Responsible Entity reserves the right to:

close the Offer or any portion of the Offer early;
extend the Offer or any portion of the Offer;
accept late Applications either generally or in particular cases;

A Unitholder who sells Units before they receive their holding statement does so at their own risk. The Responsible Entity, the Registry, Lead Manager and the Co-Manager disclaim all liability, whether in negligence or otherwise, if you sell Units before receiving your holding statement, even if you obtained details of your holding from the Offer Information Line or through your Broker.

The Responsible Entity will apply for the admission of the Fund to the Official List and quotation of the Units on the ASX within seven days of lodgement of this PDS. The Fund’s ASX code will be GDF.

If the required approvals from ASX are not given within three months after the application is made (or any longer period permitted by law), the Offer will be withdrawn and all Application Money will be refunded without interest as soon as practicable in accordance with the requirements of the Corporations Act.

reject any Applications; and
allocate any Applicant fewer Units than applied for or not allocate any Units to an Applicant.

9.11 NO COOLING OFF

Applicants should note that there will not be any applicable cooling off period in relation to Applications under both the Broker Firm Offer and Priority Offer.

Once an Application has been lodged, it cannot be withdrawn. Should quotation of Units be granted by the ASX, Unitholders will have the opportunity to sell their Units at the prevailing market price, which may be different to the Offer Price.

It is expected that, subject to receipt of the required approvals from ASX, trading of Units will commence on or about Tuesday, 7 July 2015. Settlement is expected to occur on a delivery verses payment basis on Monday, 29 June 2015.

In accordance with Procedure 3330 of the ASX Settlement Operating Rules, all contracts formed on acceptance of Applications under the Offer will be conditional on settlement occurring under the Underwriting Agreement and Allotment of the Units to successful Applicants.

Neither ASX nor any of its officers takes any responsibility for the content of this PDS or for the investment in the Fund. The fact that ASX may admit the Fund to the Official List should not to be taken as an endorsement by ASX of the merits of the Fund or any investment in the Fund.

9.12 UNDERWRITING AGREEMENT

9.14 CHESS

The Responsible Entity and the Lead Manager have entered into an Underwriting Agreement in respect to the Offer. Under the Underwriting Agreement, Morgans Corporate Limited has been appointed as the Lead Manager and Underwriter to the Offer.

The Offer is fully underwritten and details of the Underwriting Agreement are provided in Section 12.3.

9.13 ADMISSION AND TRADING OF UNITS ON THE ASX

Following the settlement of Units under the Offer (expected to occur on or about Monday, 29 June 2015) the Registry will send successful Applicants a holding statement detailing the number of Units issued to them under the Offer. It is expected that holding statements will be dispatched on or about Wednesday, 1 July 2015. It is the responsibility of Applicants to confirm their Allocation of Units prior to trading in Units. Applicants can confirm their Allocation of Units by contacting their Broker or calling the Offer Information Line on 1300 668 378 (within Australia) or +61 1300 668 378 (outside Australia).

The Responsible Entity will apply for the Units to participate in CHESS, in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules. CHESS is an automated transfer and settlement system for transactions in securities quoted on the ASX under which transfers are effected in a paperless form.

The Responsible Entity will also, in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules, maintain an electronic CHESS sub-register (for Unitholders who are participants in CHESS or sponsored by such a participant) and an electronic issuer sponsored subregister (for all other Unitholders). These two sub-registers will together make up the Fund’s principal register of Unitholders. Following Allocation of the Units to successful Applicants, Unitholders will be sent an initial holding statement that sets out the number of Units that have been Allocated and the Unitholder’s “Holder Identification Number”, or in the case of issuer sponsored holders, the “Unitholder Reference Number”.

Unitholders will subsequently receive statements showing any changes to their holding of Units. Certificates will not be issued for Units.

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A Unitholder who wishes to have Units sponsored by a CHESS participant should forward their initial statement of holding and “Unitholder Reference Number” (upon receipt) to their Broker who will transfer their holding onto the CHESS sub-register.

9.15 WORKING CAPITAL

An additional working capital balance of $2.0 million will be allocated from the proceeds of equity raising. The Directors consider that the Fund will have sufficient working capital to carry out its investment management objectives. Further to the $2.0 million balance of working capital at the completion of the Transaction, the Fund will also have access to an additional undrawn New Debt Facility of approximately $20.0 million (subject to the potential impact of the BuyBack, if implemented).

9.16 BROKERAGE, COMMISSION AND STAMP DUTY

No brokerage, commission or stamp duty is payable by Applicants who apply for Units under the Offer.

Various fees in relation to the Offer may be payable by the Fund to the Lead Manager. See Section 10.4 for further details.

Investors who buy or sell Units on the ASX may be subject to brokerage and other Transaction Costs. No stamp duty will be payable by an Investor on any subsequent trading of Units in the Fund on the ASX, provided the investor does not acquire (whether alone or together with related associates) 90% or more of the Units in the Fund.

9.17 TAXATION ISSUES

A summary of Australia tax consequences of investing in the Fund is contained is Section 11.

However, the summary provides general information only. Applicants should make their own enquiries in relation to the taxation consequences of investing in the Fund, taking into account their personal circumstances.

It is recommended that should Applicants have concern, they obtain the appropriate professional taxation advice about the consequences of investing in the Fund with regard to their personal circumstance.

9.18 FOREIGN SELLING RESTRICTIONS

Zealand (or Allotted with a view to being offered for sale in New Zealand) other than to a person who:

is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

If you (or any person for whom you are acquiring or procuring the Units) are in New Zealand, you (and any such person):

are a person who: (i) is an investment business within the meaning of clause 37 of Schedule 1 of the Financial Markets Conduct Act 2013 (New Zealand) (the “FMC Act”); (ii) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; (iii) is large within the meaning of clause 39 of Schedule 1 of the FMC Act; (iv) is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or (v) is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act;
acknowledge that: (i) Part 3 of the FMC Act shall not apply in respect of the offer of Units to you; (ii) no product disclosure statement under the FMC Act may be prepared in respect of the offer of Units; and (iii) any information provided to you in respect of the offer is not required to, and may not, contain all of the information that a product disclosure statement under New Zealand law is required to contain;
warrant that if in the future you elect to directly or indirectly offer or sell any of the Units Allotted to you, you undertake not to do so in a manner that could result in: (i) such offer or sale being viewed as requiring a product disclosure statement or other similar disclosure document or any registration or filing in New Zealand; (ii) any contravention of the FMC Act; or (iii) the Fund or its directors incurring any liability; and
warrant that: (i) any person for whom you are acquiring Units meets one or more of the criteria specified in sub clause (a) above; and (ii) you have received, where required, a safe harbour certificate in accordance with clause 44 of Schedule 1 of the FMC Act.

INTERNATIONAL OFFER RESTRICTIONS

This document does not constitute an offer of Units in the Fund in any jurisdiction in which it would be unlawful. Units may not be offered in any country outside Australia except to the extent permitted below.

NEW ZEALAND

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the “FMC Act”). The Units are not being offered or sold in New

9.19 ENQUIRIES

If you have any queries about this PDS or the Offer, you should contact the Offer Information Line of 1300 668 378 (within Australia) or +61 1300 668 378 (from outside of Australia).

If you are unclear in relation to any matter or uncertain as to the suitability of this investment for your personal circumstances, you should seek professional advice from your Broker, lawyer, accountant or financial adviser.

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7-19 L A K E S T R E E T, C A i R N S , Q U E E N S L A N D

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SECTiON 10 FEES AND OTHER COSTS

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The Corporations Act requires the Responsible Entity to include the following standard consumer advisory warning. The information in the consumer advisory warning is standard across product disclosure statements.

CONSUMER ADVISORY WARNING

DID YOU KNOW?

Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns.

For example, total annual fees and costs of 2% of your Fund balance rather than 1% could reduce your final return by up to 20% over a 30 year period (for example, reduce it from $100,000 to $80,000).

You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs.

You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the Fund or your financial adviser.

TO FIND OUT MORE

If you would like to find out more, or see the impact of the fees based on your own circumstances, the Australian Securities and Investments Commission (ASIC) website ( www.moneysmart.gov.au ) has a managed investment fee calculator to help you check out different fee options.

10.1 FEES AND OTHER COSTS

This Section shows fees and other costs that you may be charged. These fees and costs may be deducted from your Application Moneys, from the returns on your investment or from the assets of the Fund as a whole.

Taxes and insurance costs are set out in Section 11.

You should read all the information about fees and costs because it is important to understand their impact on your investment.

10.2 DETAILS OF FEES AND OTHER COSTS

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TYPE OF FEE OR COST AMOUNT HOW AND WHEN PAID
----- End of picture text -----

Fees when your money moves in or out of the Fund	Fees when your money moves in or out of the Fund
Establishment fee:	Nil.	Not applicable.
The fee to open your investment.
Contribution fee:	Nil.	Not applicable.
The fee on each amount contributed to
your investment.
Withdrawal fee:	Nil.	Not applicable.
The fee on each amount you take out of
your investment.
Exit fee:	Nil.	Not applicable.
The fee to close your investment.

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MANAGEMENT COSTS
Management fee : GARDA Capital Limited is entitled to To be paid out of the income
a Management Fee for acting as the or assets of the Fund monthly
The fee and costs for managing your
Responsible Entity of the Fund equal to: in arrears.
investment.
a. 0.65% per annum for so long as the GAV Expenses are reimbursed to
is up to $750 million; and the Responsible Entity from
b. for so long as the GAV is more than $750 the Fund’s income and assets
million, the aggregate of: as and when incurred.
i. 0.65% per annum of $750 million;
and
ii. 0.60% per annum by which GAV
exceeds $750 million,
calculated as at the end of each month.
The Responsible Entity is entitled to be
reimbursed for expenses relating to
the proper performance of its duties as
responsible entity (estimated to equate to
0.33% of GAV for the Forecast Period).
Acquisition fee : Nil. Not Applicable.
The fee to acquire Units.
Disposal fee : Nil. Not Applicable.
The fee to dispose of Units.
Capital works fee: Equal to 5% of the value of all capital works To be paid from the income
The fee to manage capital works. undertaken by the Fund related to the of the assets following
Properties. the completion of capital
expenditure.
SERVICE FEE
Switching fee : Nil. Not Applicable.
The fee for changing
investment options.
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10.3 EXAMPLE OF ANNUAL FEES AND COSTS

The following table shows a breakdown of estimated ongoing Management Fees and costs for the 12 month period ending 30 June 2016. This table provides you with information to compare this product with other managed investment products.

EXAMPLE	AMOUNT	BALANCE OF $50,000 WITH A CONTRIBUTION OF $5,000 DURING THE YEAR (ex GST)
Contribution fees:	Nil.	For every additional $5,000 you invest, you will be charged $0.
Plus: Management Fees:	0.65% per annum for	For every $50,000 you have invested you will be charged $470.
	so long as GAV is less
	than $750 million.
Plus: Operating expenses:	0.33% per annum	For every $50,000 you have invested you will be charged $239.
	of GAV.
Equals cost of Fund:		If you had an investment of $50,000 at the beginning of the
		year and you put in an additional $5,000 at the beginning of
		the year you would be charged fees and expenses of $709 for
		that year.

10.4 FEES AND COSTS ASSOCIATED WITH THE TRANSACTION

The below description and table sets out the fees and costs expected to be incurred in connection with the Transaction and the portion of those fees and costs which will be borne by Existing Investors.

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TYPE OF FEE OR EXPECTED % OF TOTAL
COST VALUE ($)
(EX GST)
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Capital raising costs	$2.8m
Advisory (legal, tax,	$0.6m
accounting and
valuations etc)
PDS and marketing	$0.1m
Listing fees	$0.1m
Debt establishment	$0.2m
costs
Total fees	$3.9m	100%
Cost borne by	$3.9m	100%
Existing Investors
Costs borne by new	$0m	0%
Investors

STAMP DUTY COSTS

No stamp duty is payable on the Properties held by the Fund at the date of this PDS as a result of the Offer.

The steps under which the Fund will be Listed on the ASX and its Units quoted on the ASX, including the Allotment of Units to Investors and GARDA Capital Limited and its Associates, together with the Associated Lenders and their Associates, will not trigger a stamp duty liability.

TRANSACTION COSTS: UNDERWRITING, ADVISORS AND OTHER FEES AND COSTS

Transaction Costs under the terms of the Offer of Units in the Fund are estimated to be up to $3.9 million and includes underwriting and offer management fees, advisers’ and consultants’ fees, printing, marketing, Listing fees and debt establishment fees.

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10.5 ADDITIONAL EXPLANATION OF FEES AND COSTS

OPERATING COSTS

To the extent permitted by law, the Responsible Entity is entitled to recover all costs and expenses incurred in the proper performance of its duties as Responsible Entity of the Fund, including in relation to:

costs of the Fund’s external advisers, including the Fund’s auditors;
costs of maintaining the Fund’s compliance committee;
fees payable to the Custodian;

and the actual expenses incurred by the Responsible Entity may differ.

The Responsible Entity is entitled to recover all such expenses from the assets or income of the Fund, including any amounts payable to a member of the GARDA Capital Group. Any amounts paid to members of the GARDA Capital Group will be under arrangements that are on an arm’s length basis where the fees are in accordance with market rates for the relevant services provided.

fees payable to the Fund’s lawyers;
fees associate with taxes, government levy’s and bank charges;
fees payable to the Registry; and
ongoing fees payable to the ASX.

GARDA Capital Limited estimates that in its capacity as Responsible Entity of the Fund it will incur costs of managing and administering the Fund of approximately $0.46 million per annum which is equal to 0.33% of the Fund’s GAV at completion of the Transaction. This estimation excludes any amounts payable under the Management Services Agreement which is set out separately below. This is an estimate only

FEES TO RELATED PARTIES UNDER OTHER ARRANGEMENTS

Certain fees and expenses will be paid from the Fund assets to related parties of the GARDA Capital Group. Such items represent fees and expenses paid to GRES including pursuant to a Management Services Agreement. See Sections 12.5 for information in relation to this agreement.

The GARDA Capital Group may also receive additional fees in relation to services which third parties provide to the Fund on an arm’s length basis.

MANAGEMENT SERVICES AGREEMENT

	MANAGEMENT SERVICES AGREEMENT
Property management fee	GRES is engaged to provide property management services to the Fund, including: • property management; • appointment as co-leasing agent on all leases; • co-ordination of any external agents for sales and leasing, in all jurisdictions; and
	• to liaise directly with facilities managers.
	• GRES is entitled to the following fees while engaged on Fund matters:
	GRES will be paid a property management fee of 3% per annum of Gross Property
	Income due to the Fund from tenants of a Property.
Leasing fee	GRES receives a leasing fee for renewals of leases by existing tenants, and market rent
	reviews. The Responsible Entity may also appoint GRES as its leasing agent. Fees for
	leasing services are based on a percentage of net income achieved, and at market rates.

ADVISER REMUNERATION

The Fund does not pay any service fees, up front or trail commissions to financial advisers or advisory firms. You may however agree to pay your adviser a fee for financial advice or advice services they may provide you.

TAXES

Information relating to the taxation implications associated with an investment in the Fund have been outlined in Section 11. Unless otherwise stated, all fees in this section are inclusive of GST and less a full input tax credit or reduced input tax credit, as applicable.

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VA R S i T Y L A K E S , Q U E E N S L A N D
1 4 6 P R O D U C T D I S C L O S U R E S TAT E M E N T – G A R D A D I V E R S I F I E D P R O P E R T Y F U N D
S E C T I O N 10
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SECTiON 11 TAXATiON

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Ernst & Young 111 Eagle Street Brisbane QLD 4000 Australia GPO Box 7878 Brisbane QLD 4001

Tel: +61 7 3011 3333 Fax: +61 7 3011 3100 ey.com/au

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The Due Diligence Committee, each of its members and their representatives Board of Directors GARDA Capital Limited as responsible entity for the GARDA Diversified Property Fund Level 21, 12 Creek Street BRISBANE QLD 4000

21 May 2015

Taxation Implications for Investors

Dear Board of Directors and members of the Due Diligence Committee and representatives,

We refer to our engagement agreement with GARDA Capital Limited as responsible entity for the GARDA Diversified Property Fund (the “Fund”) dated 2 March 2015 in relation to the Initial Public Offering (“IPO”) of Units in the Fund.

The purpose of this letter is to provide a general summary of the Australian income tax, Goods and Services Tax (“GST”) and stamp duty implications for investors in the Units (“Unitholders”) of the Fund, for inclusion in the Offer Document. This letter does not address all of the Australian income tax, GST and stamp duty implications for Unitholders. Unitholders should seek their own independent taxation advice in relation to their investment.

This summary does not constitute financial product advice as defined in the Corporations Act 2001 (Cth) (“Corporations Act”). This summary is confined to taxation issues and is only one of the matters Unitholders need to consider when making a decision about their investments. Unitholders should consider taking advice from a licensed advisor before making a decision about their investments. The partnership of Ernst & Young is not required to hold an Australian Financial Services Licence under the Corporations Act to provide Unitholders with this taxation advice.

We have not caused and take no responsibility for the publication of any part of the Offer Document in which this letter appears, other than this letter itself.

This summary outlines the general taxation implications for Unitholders who are Australian resident individuals, companies (other than a life insurance companies), trusts or complying superannuation funds for income tax purposes and who hold their Units on capital account.

This summary does not consider the implications for Unitholders who:

are not Australian residents;
are exempt from Australian income tax;
hold their Units as trading stock or otherwise on revenue account; or
are subject to the Australian Taxation of Financial Arrangement rules under Division 230 of the Income Tax Assessment Act 1997 (Cth) (“ITAA 1997”).

This summary is based on established judicial and administrative interpretations of the ITAA 1997, Income Tax Assessment Act 1936 (Cth) (“ITAA 1936”), Taxation Administration Act 1953 (Cth) (“TAA

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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Page 2

1953”), A New Tax System (Goods & Services Tax) Act 1999 (Cth) (“GST Act”) and relevant stamp duty legislation (collectively referred to as the “taxation law”) as at the date of this advice. This summary does not take into account or anticipate changes in the taxation law or future judicial and administrative interpretations of the taxation law.

1.0 Unit consolidation prior to the IPO

The consolidation of the Units held by Unitholders in the Fund prior to the IPO should not give rise to a capital gains tax event for those Unitholders.

The cost base and reduced cost base of the new Units received should be the sum of the cost base and reduced cost base of the existing Units that were consolidated to form the new Units.

2.0 Taxation implications of holding Units in the Fund – Current Regime

2.1 Tax status of the Fund

Where the Fund is treated as a “flow-through” trust for income tax purposes, the Unitholders should be subject to taxation on their share of the Fund’s net income (i.e. taxable income) each year provided they are presently entitled to the trust income. We note that a new attribution regime is proposed to be introduced for trusts which qualify as an Attribution Managed Investment Trust (“AMIT”) – refer below for an outline of the proposed rules. The introduction of - the AMIT regime should not generally impact upon the “flow through” status of the Fund for income tax purposes.

Under the existing law, where a unit trust is a “corporate unit trust” under Division 6B of the ITAA 1936 or a “public trading trust” under Division 6C of the ITAA 1936 for an income year, the unit trust will be treated as a corporate entity for certain purposes of the taxation law. We note that it is proposed that Division 6B of the ITAA 1936 be repealed as part of the introduction of the new AMIT regime.

On the basis of the Fund’s current and anticipated circumstances and investments, the Fund should not be considered to be a “corporate unit trust” or a “public trading trust” and therefore should continue to be a “flow-through” entity for income tax purposes. However, the test to determine whether the Fund is a “public trading trust” must be applied each income year based upon the activities of the Fund and any controlled entities of the Fund for that income year. Accordingly, the application of the “public trading trust” rules must be continually monitored by the Fund.

2.2 Investment in new Units

Subscription for new Units in the Fund should give the Unitholder a tax cost base in the Units equal to the amount paid to subscribe for the Units, plus any incidental costs incurred by the Unitholder in subscribing for the Units.

2.3 Income distributions paid to Unitholders

Income distributions paid to Unitholders should generally retain the character that the income had in the hands of the Fund. Unitholders should include in their assessable income their proportionate share of the Fund’s net income (i.e. taxable income) to which they are presently

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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entitled in the year in which the entitlement arises. Unitholders should include such income distributions in their assessable income in the income year that they become presently entitled to the income from the Fund even though Unitholders may not receive the cash distribution until a later income year.

Unitholders should receive a distribution statement from the Fund for each distribution they receive which will provide Unitholders with details of tax components of the distribution paid.

2.4 Capital distributions paid to Unitholders

Unitholders may receive cash distributions that exceed their share of the Fund’s net income (i.e. taxable income) for an income year. The excess distribution may constitute a “tax deferred” distribution arising due to differences between the accounting and tax treatment of various income and expense items within the Fund (for example where tax depreciation and capital allowance claims exceed the Fund’s depreciation expenses for accounting purposes).

If Unitholders receive a “tax deferred” distribution, Unitholders must reduce the tax cost base of their Units by the amount of the “tax deferred” distribution. Where the “tax deferred” distribution received by Unitholders exceeds the cost base of their Units, a capital gain will arise equal to the excess.

A Unitholder’s cost base is not reduced by the discount component of a discount capital gain which is distributed by the Fund (refer below for further comments on the application of the CGT discount).

2.5 Distribution of capital gains to Unitholders

If the Fund disposes of a CGT asset (e.g. land and buildings), the Fund will derive a capital gain to the extent the capital proceeds received by the Fund exceed the cost base of the CGT asset. On the other hand, the Fund will incur a capital loss to the extent the capital proceeds received by the Fund are less than the reduced cost base of the CGT asset.

Where the Fund derives a capital gain, it may offset that capital gain against any available capital losses incurred in the relevant income year or any carry forward net capital losses from prior income years. Further, where the Fund has held the CGT asset for more than 12 months, the Fund should be entitled to the CGT discount which should apply to further reduce the capital gain by 50%. Any discount capital gains that are distributed to Unitholders must be - - “grossed up” by the Unitholders to the pre discount gain before applying any current year capital losses or prior year capital net capital losses and the CGT discount (where a Unitholder is eligible to do so). The CGT discount rate in respect of a distribution comprised of a discount capital gain from the Fund is 50% for individuals and trusts and 33⅓% for complying superannuation funds.

To the extent the capital losses incurred by the Fund in the relevant income year exceed the capital gains derived by the Fund in the relevant income year, the Fund should be entitled to carry forward the excess (referred to as a “net capital loss”) to future income years to offset against any future capital gains of the Fund. The Fund cannot offset its net capital losses against its ordinary income. The Fund also cannot distribute its net capital losses to Unitholders.

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2.6 Disposal of Units in the Fund

Unitholders will derive a capital gain upon disposal of their Units in the Fund to the extent that capital proceeds received exceed the cost base of their Units. On the other hand, Unitholders will incur a capital loss to the extent that capital proceeds received are less than the reduced cost base of their Units. As discussed in Section 1.4, the cost base of Units held by Unitholders may be reduced to the extent Unitholders receive “tax deferred distributions”.

To the extent Unitholders derive a capital gain on disposal of Units in the Fund, Unitholders that are individuals, trusts or complying superannuation funds that have held their Units for more than 12 months should be eligible to apply the CGT discount in respect of the capital gain. The CGT discount is 50% for individuals and trusts or 33⅓% for complying superannuation funds. Prior to applying the CGT discount, Unitholders may offset their capital gain against any available capital losses incurred in the relevant income year or any carry forward net capital losses. The net capital gain is then included in a Unitholder’s assessable income in the relevant income year.

To the extent Unitholders incur a capital loss on disposal of Units in the Fund, Unitholders may apply their capital loss against any capital gains derived in the relevant income year. Where the capital losses incurred in the relevant income year exceed the capital gains derived in the relevant income year, Unitholders may be entitled to carry forward the excess (referred to as a “net capital loss”) to future income years, subject to the application of the loss recoupment rules in certain cases. Unitholders cannot offset their net capital losses against their ordinary income.

2.7 GST

Issuing of new Units and the disposal of Units should be financial supplies such that no GST should be payable in respect of these transactions.

An Australian resident that is registered or required to be registered for GST seeking to claim input tax credits on related transaction costs should seek their own independent tax advice in this regard.

2.8 Stamp duty

No stamp duty should be payable by Unitholders upon subscription for new Units.

3.0 Taxation Implications of holding units in the Fund – Proposed New Attribution Managed Investment Trust (“AMIT”) Regime

Exposure draft legislation was released on 9 April 2015 introducing a new tax regime for AMITs. The new regime is currently proposed to apply to income years starting on or after 1 July 2015.

The application of the AMIT regime to the Fund will be considered once the draft legislation is enacted.

Based on the exposure draft legislation, if the Fund is an AMIT in relation to an income year, the key implications for Unitholders are as follows:

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3.1 Income distributions paid to Unitholders

Generally, the Unitholders of the Fund, and not the responsible entity, should be subject to taxation on a “fair and reasonable basis” on each of the Fund’s trust components in accordance with their interests as determined under the terms of the Fund’s constitution. Furthermore, distributions paid to Unitholders should retain the character that the income had in the hands of the Fund.

Unitholders will receive an AMIT member annual statement (“AMMA statement”) within 3 months of the end of the income year. The AMMA statement will provide Unitholders with details of the taxable and non-taxable components of the distributions paid during the income year.

3.2 Cost base of Units

Unitholders may receive distributions where the amount received differs from the amount included in the Unitholder’s assessable income. Under the proposed AMIT rules, Unitholders will be required to reduce the cost base and reduced cost base of their Units if the Unitholder’s entitlements from the Fund exceed the assessable amounts received from the Fund (referred to as the “AMIT cost base reduction amount”). Where this reduction exceeds the cost of their Units, a capital gain equal to the excess should arise. This is similar to the current treatment of tax deferred distributions (outlined above).

On the other hand, Unitholders will increase the cost base and reduced cost base of their Units if the Unitholder’s entitlements from the Fund are less than the assessable amounts received from the Fund (referred to as the “AMIT cost base increase amount”).

The AMIT cost base reduction amount and AMIT cost base increase amount will be reported as an overall “AMIT cost base net amount” on a Unitholder’s AMMA statement for the income year.

4.0 Tax File Number (“TFN”) withholding tax

Unitholders are not required to quote their TFN to the Fund. If Unitholders do not quote their TFN or other relevant exemption details, tax may be required to be withheld by the Fund from certain distributions at the top marginal tax rate plus the Medicare levy.

Unitholders who hold their Units as part of an enterprise may quote their Australian Business Number (“ABN”) instead of their TFN.

Yours sincerely

Reid Zulpo Partner EY

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SECTiON 12 SUMMARY OF iMPORTANT DOCUMENTS

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12.1 CONSTITUTION

SUMMARY OF THE CONSTITUTION

The Fund is a managed investment scheme, established as a unit trust by deed poll on 10 April 2003. The Constitution has been amended and consolidated six times since then, including at an Extraordinary General Meeting on 11 May 2015. In conjunction with the amendments made at that meeting (many of which were procedural, to facilitate Listing on the ASX), the main provisions of the Constitution which deal with the respective rights and obligations of Unitholders and Existing Investors are:

	Corporations Act	The provisions of the Constitution are subject to the Corporations Act and the Listing Rules.
	and Listing Rules
	Units	The benefcial interest is divided into Units. Each Unit confers an equal undivided interest in the Assets
		of the Fund (and does not confer rights in any particular asset). The Responsible Entity may issue
		Units in the Fund. The Responsible Entity may issue diferent classes of Units, or divide issued Units
		into diferent classes, and may reject all or part of an application for Units.
	Ofer Price	The Ofer Price under the Ofer is $1.00, which has been set (as detailed in Section 9) after the
		application of the formula in the Constitution relating to pricing for an initial public ofer.
		The Responsible Entity may issue Units subject to the Corporations Act and the Listing Rules:
		• at ‘market price’ while quoted on ASX;
		• for pro-rata rights issues, at NAV or a discount to it;
		• for payment of fees to the Responsible Entity or its Associates, at ‘market value’ without the
		addition of ‘transaction costs’, to give a dollar-for-dollar equivalent for the fees owed;
		• for the conversion of the junior debt, at a 25% discount to the Ofer Price, as described in
		Section 13.6;
		• at a discount potentially (determined by the Responsible Entity), at securities plans and
		reinvestment plans; and
		• if Units are being used to make New Acquisitions, for NAV plus Transaction Costs.
	Distributions of income and capital	The Fund has elected to ”opt-in” and rely on ASIC Class Order CO13/655. Section 6 sets out the Distributions which are anticipated to be payable. Units rank pari-passu (except if there are diferent classes, which there are not at present), so distributions of income and/or capital are made to all Unitholders equally. Payments can be made electronically.
	Redemption of	While Listed, Units are not able to be redeemed, except in a “withdrawal ofer” or a Buy-Back,
	Units	which satisfes the Corporations Act and the Listing Rules. Any Units acquired by the Responsible
		Entity under the Buy-Back (if implemented) will be immediately cancelled, as required by the
		Corporations Act.
	Meetings of	Meetings are to be held in accordance with the Corporations Act. The Chairman will be appointed
	Unitholders, and	by the Responsible Entity or, if not appointed by the Responsible Entity, by the meeting itself.
	voting	Unitholders can vote in person or by proxy. Votes are by show of hands, unless a poll is validly
		demanded. Members holding 5% of Units in total, or 100 Unitholders together, can require the
		Responsible Entity to put a resolution to the Fund’s members.
	Foreign Unitholders	The Responsible Entity can exclude or redeem foreign holders of Units. This is consistent with
		general practice, and to ensure that the Fund does not breach rules in other countries relating to
		inward ofers of securities.
	Small holdings	As permitted under the Listing Rules, the Fund may purchase ‘small holdings’ of Units, comprising
		Units worth a total of less than $500. It must give notice to the Unitholder, and give the Unitholder
		time to object. This is to avoid the administrative cost and inconvenience of maintaining a register
		of multiple small holdings.

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Management of	The Responsible Entity can manage the Fund to the extent permitted by the Corporations Act and
the Fund by GARDA	the Listing Rules. The Responsible Entity must always act in the best interests of Unitholders.
Capital Limited	The Responsible Entity has full power to issue Units and fnancial instruments, borrow money and
	register (including being able to decline to register) transfers of Units. The Responsible Entity has
	the power to buy and sell Properties and other assets, and can enter into leases. The Responsible
	Entity can also delegate (such as to GRES and the Custodian), but remains ultimately responsible
	to the Fund.
	The Responsible Entity and its Associates can hold Units in the Fund, and can deal with itself in
	any other capacity. The Responsible Entity may be indemnifed out of the Fund’s assets for any
	liability incurred by it in properly performing or exercising any of its powers, duties or rights in
	relation to the Fund. This indemnity continues after the Responsible Entity retires or is removed
	as responsible entity of the Fund.
Fees of the	While the Fund is listed on the ASX, the Responsible Entity may charge the Fund the management
Responsible Entity	fee and capital expenditure fees shown in Section 10.
	The Responsible Entity may elect to be paid fees in Units, rather than cash. It may choose to do so
	to assist the cashfow of the Fund, but is not required to.
	The Responsible Entity is entitled to be reimbursed and indemnifed for expenses and liabilities
	incurred in the proper performance of its duties. The fees above are in addition to other fees
	which Associates or third parties might charge the Fund.
Replacement of	The Responsible Entity can retire if it chooses. GARDA Capital Limited must retire when
Responsible Entity	required to do so by law – for example, a resolution of Unitholders under Section 601FM of the
	Corporations Act.
Amendments to	The Constitution can be amended by a resolution of Members, or the Responsible Entity can make
the Constitution	procedural or necessary amendments unilaterally by deed poll, to ensure compliance with the
	Corporations Act and the Listing Rules.
Term of the Fund	The Fund is an open-ended unit trust. It runs for 80 years (i.e. until 9 April 2083) unless
	terminated earlier by (among others) extraordinary resolution of Members, or as notifed by the
Complaints Stapling	Responsible Entity. The Responsible Entity runs a complaints process, as outlined in Section 13. The Constitution provides mechanisms for dealing with the Units if they are ‘stapled’ to another security in the future. Stapled securities must be traded together, they cannot be dealt with separately. The Units under the Ofer are not stapled securities. If the Fund is stapled to another
	entity in the future, Schedule 1 and other certain provisions of the Constitution will be activated to
	ensure that the mechanical aspects of dealing with the two securities together are covered.

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12.2 NEW DEBT FACILITY

SUMMARY OF THE NEW DEBT FACILITY

The New Lender has provided a credit approved terms sheet to provide the Fund with the New Debt Facility. The New Debt Facility will only be available on finalisation and execution of financing documents and satisfaction of each condition precedent in the documents associated with the New Debt Facility. Final documents have not been produced at the date of this PDS, but the proceeds of the Offer are being used in large part to refinance the Existing Debt Facility and put in place the New Debt Facility going forward.

The Fund may use the New Debt Facility:

to refinance the existing debt of the Fund;
to fund the Buy-Back;
to assist in funding New Acquisitions; and
for capital expenditure on the Portfolio or for costs associated with leasing the Portfolio.
LVR of no more than 45%, defined as the amount outstanding under the New Debt Facility divided by the market value of the Properties, based on the most recent valuation accepted by the New Lender;
interest cover of at least 2.5 times, calculated as EBITDA divided by interest expense; and
WALE not to be less than 2 years.

SECURITY

The New Debt Facility will be secured by securities the New Lender considers appropriate and will include, but will not be limited to the following:

first ranking registered mortgage over the Portfolio; and
general security agreement over all the assets and undertakings of the Fund; and
other security considered necessary or required by the New Lender reflecting the nature of the New Debt Facility.

EVENTS OF DEFAULT

NEW DEBT FACILITY EXPIRY

The New Debt Facility has a three year expiry.

CONDITIONS PRECEDENT UNDER THE NEW DEBT FACILITY

The availability of funds will be subject to a number of documented conditions precedent. The Responsible Entity considers these conditions to be customary and usual for a financing of this nature, and include but are not limited to:

provision of property valuation reports to the New Lender;
satisfactory insurance arrangements;
legal opinions in relation to the enforceability of all facility documentation;
satisfactory legal and commercial review of all relevant documents at the discretion of the New Lender; and
compliance with debt covenants.

UNDERTAKINGS AND FINANCIAL COVENANTS

The New Debt Facility will contain undertakings from the Fund that the New Lender considers appropriate or customary for a facility of this nature, including but not limited to:

not to create or allow any encumbrance or security interest over the Properties without prior consent;
no further indebtedness in relation to the Properties without prior consent; and
net sales proceeds from divestments being applied to the New Debt Facility.

In addition, the New Debt Facility documentation will include all usual or appropriate financial covenants the New Lender considers appropriate for a facility of this nature, including but not limited to:

The New Debt Facility will contain certain events of default which the Responsible Entity considers customary and usual for a financing of this nature. These events include, but are not limited to:

failure to pay;
breach of any covenants, financial covenants and undertakings;
breach of any of the representation or warranties;
default or material breach relating to any of the Properties or the financing documents;
termination or vitiation of a material lease;
material judgment or “Material Adverse Change”;
insolvency, administration or enforcement against Properties;
change of responsible entity without the New Lender’s prior written consent; and
change of control.

An enforcement of security by the New Lender due to an event of default will have a significant impact on the Units and the Fund.

12.3 UNDERWRITING AGREEMENT

The Responsible Entity and the Lead Manager have entered into an Underwriting Agreement, under which the Lead Manager has agreed to underwrite the Offer.

The Underwriting Agreement does not guarantee that the Offer will be successful.

FEES AND EXPENSES

Among other fees and expenses, including general costs and expenses incidental to the Offer, the Responsible Entity must pay the Lead Manager in cleared funds 4% of the total proceeds of the Offer, which is calculated by multiplying the number of new Units by the Offer Price.

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The Responsible Entity must reimburse the Lead Manager’s legal expenses (capped at $50,000 excluding GST) and out-of-pocket expenses, provided that any individual item over $5,000 (excluding GST) shall have been approved by the Responsible Entity prior to the Lead Manager incurring that cost.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

The Responsible Entity gives various representations and warranties to the Lead Manager, including but not limited to:

a. a representation that the Units will be fully paid, validly issued, remain validly issued and have the rights described in the PDS;
b. a representation that the Responsible Entity has the ability to issue the Units free from all encumbrances, and Applicants will receive good, valid and incontestable title to the Units free from any encumbrance;
c. neither it nor any other member of the GARDA Capital Group has taken or will take any action that may cause or result in the stabilisation or manipulation of the price of any of the Units;
d. customary warranties as to the incorporation of the Responsible Entity and authority to enter into the Underwriting Agreement; and
e. customary undertakings as to compliance with the law and the conduct of the business of each of member of the GARDA Capital Group and that the Responsible Entity will not, without the prior consent of the Lead Manager issue, agree to issue, offer for subscription or grant any option over, or indicate in any way that it may or will issue, agree to issue, offer for subscription or grant any option over, any Units or other interests in the Fund at any time after the execution of the Underwriting Agreement and before the expiration of 120 days after completion of the Offer.

INDEMNITIES

Subject to certain exclusions including the fraud, negligence or wilful misconduct of the indemnified party or the illegality or enforceability of the indemnity, the Responsible Entity unconditionally and irrevocably indemnifies the Lead Manager, each of its related bodies corporate and each of their respective officers, employees, agents and advisers against all losses or claims incurred or suffered directly or indirectly in connection with the Offer or the Underwriting Agreement as a result of (amongst other things):

a. the preparation, issue or distribution of the PDS or any other public statement or the making, conduct or settlement of the Offer;
b. the Responsible Entity breaching its obligations under the Underwriting Agreement;
c. if any representation or warranty given by the Responsible Entity in the Underwriting Agreement is untrue or incorrect; or

TERMINATION EVENTS

Subject to any limitation on the exercise of termination rights by the Lead Manager, the Lead Manager may at any time by notice given to the Responsible Entity immediately, without cost or liability to the Lead Manager, terminate the Underwriting Agreement so that the Lead Manager is relieved of all its obligations under the agreement if any of the following events, amongst others, occur before Completion of the Offer:

a. the S&P/ASX 200 Index or the S&P/ASX 200 Property Trust Index published by ASX is at any time more than 10% below its level as at 5pm on the business day immediately preceding the date of the Underwriting Agreement;
b. the Responsible Entity lodges a supplementary PDS or the Lead Manager, acting reasonably, forms the view that a Supplementary PDS must be lodged with ASIC under Section 1016E of the Corporations Act;
c. there is a material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the assets, earnings, business, results of operations, management or prospects of the GARDA Capital Group from that described in the PDS;
d. ASIC holds, or gives notice of intention to hold, a hearing or investigation or makes an order, interim order, prosecutes or gives notice of an intention to prosecute in relation to the Offer or the PDS;
e. any person whose consent to the issue of the PDS or any supplementary PDS is required and who has previously consented to the issue of the PDS or any supplementary PDS withdraws their consent;
f. the Responsible Entity withdraws the PDS or the invitation to apply for Units under the PDS;
g. ASX does not approve the admission of the Fund to the Official List and the granting of Official Quotation of the Units by 5pm on the Closing Date, or if granted, the approval is subsequently withdrawn, qualified or withheld;
h. the Lead Manager forms the view that:
- i. there is an omission from the PDS or any supplementary PDS of material required by the Corporations Act to be included;
- ii. the PDS or any supplementary PDS contains a statement which is untrue, inaccurate, misleading or deceptive or likely to mislead or deceive; or
- iii. the PDS or any supplementary PDS does not contain all information required to comply with all applicable laws;
i. the Responsible Entity fails to comply with any of its obligations under the Underwriting Agreement, or any representation or warranty given by the Responsible Entity in the agreement is or becomes incorrect;
d. the preparation for, or involvement in, any investigation or inquiry relating to the Offer or the PDS undertaken by ASIC, ASX or any other regulatory body, or any legal proceedings in relation to the Offer or the PDS.

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j. any one or more of the following occur in respect of any one or more of Australia, the United States of America, any member state of the European Union, Indonesia, Japan, Russia, the People’s Republic of China, North Korea or South Korea:
i) hostilities not presently existing commence;
ii) a major escalation in existing hostilities occurs;
iii) a declaration is made of a national emergency or war; or

The Underwriting Agreement also contains a number of other customary termination events, consistent with market practice.

The termination of the Underwriting Agreement will discharge the Lead Manager from its obligations under the agreement and the Responsible Entity’s obligation to pay to the Lead Manager the fees referred to in the agreement, but the termination of the agreement will not limit or prevent the exercise of any other rights and remedies which any of the parties may otherwise have.

iv) a terrorist act is perpetrated;
k. there is introduced, or there is a public announcement of a proposal to introduce a new law, or a prescribed government body adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of the Underwriting Agreement);
l. any of the following occurs:
i. any material adverse change or disruption to the political conditions or financial markets of Australia, Japan, the United Kingdom, the United States of America or the international financial markets or any change or development involving a prospective change in national or international political, financial or economic conditions;
ii. a general moratorium on commercial banking activities in Australia, the United States of America, Japan or the United Kingdom is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; or
iii. trading in all securities quoted or listed on ASX, the London Stock Exchange or the New York Stock Exchange is suspended or limited in a material respect for one day on which that exchange is open for trading;
m. a Director or any member of the senior management is charged with a criminal offence relating to any financial or corporate matter;
n. a change in the senior management or the Directors occurs, or a Director or any member of the senior management dies or becomes permanently incapacitated;
o. any regulatory body commences any public action against the Responsible Entity, any of the Directors or any member of the senior management, or announces that it intends to take any such action;
p. any Director or the Chief Executive Officer is disqualified under the Corporations Act from managing a corporation;
q. any material contract is terminated, rescinded, altered or amended without the prior written consent of the Lead Manager or found to be void or voidable; and
r. without the prior written consent of the Lead Manager (such consent not to be unreasonably withheld), the Responsible Entity alters the capital structure of the Fund or the Constitution.

12.4 CUSTODY DEED

SUMMARY OF CUSTODY DEED

GARDA Capital Limited is not licensed to hold custody of the Properties. It entered into a Custody Deed under its AFSL with The Trust Company (Australia) Limited (TCA) on 26 June 2012 for a number of its managed investment schemes, including for the Fund. Under that document, TCA will:

provide custody for assets of the Fund;
hold assets in its own name, but still for the Fund;
act in accordance with the “proper instructions” of the Responsible Entity;
have in place disaster recovery and internal systems and controls, to safeguard the Fund’s assets;
keep all appropriate records and report as required;
maintain adequate insurance; and
not subcontract its responsibilities.

TCA currently satisfies ASIC requirements for Custodians. ASIC have new requirements which must be met by all custody providers from 1 November 2015, and the Responsible Entity is in discussions concerning necessary changes to the Custody Deed which will adopt those requirements. It is expected relevant changes will be finalised and in place after Listing.

TCA is entitled to be indemnified from the Fund for all actions properly undertaken by it. TCA was paid a fee of approximately $70,000 for services under the Custody Deed for FY15.

12.5 MANAGEMENT SERVICES AGREEMENT

SUMMARY OF MANAGEMENT SERVICES AGREEMENT

The Responsible Entity, GARDA Services and GRES are parties to a Management Services Agreement in respect of the Fund and each of the Properties.

GRES is a member of the GARDA Capital Group and holds a Queensland real estate licence no.260889. It has been managing the Properties of the Fund since 2006, and is best placed to manage the Properties.

GRES is engaged to provide day-to-day property management and real estate services to the Fund, including:

comprehensive and all-encompassing property management;

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managing all leasing payments, outgoings and expenses;
regular monitoring and reporting, and as required for significant issues;
appointment as co-ordinating leasing agent on all new leases, lease renewals, monthly tenancy conversions and options;
facilities management, including organisation of maintenance and repairs, to ensure the functionality of the Properties;
engagement with service providers and contractors, on the Fund’s behalf;
project management for capital expenditure projects;
co-ordination of sales and acquisitions, in all jurisdictions;
if other agents are appointed for sales or leasing, any commission due to GRES is shared;
communicating and liaising with the tenants and other stakeholders, such as utilities and councils; and
other functions as directed by the Responsible Entity from time to time.

represents approximately 1.44% of all Units on issue following completion of the Offer (but excluding the impact of the Buy-Back, if implemented).

During the escrow period, the Associate Lenders have agreed that they or their nominee will not deal with, deal in any interest or right in respect of, or do any act that would have the effect of dealing with the escrowed securities.

There are certain exceptions to these restrictions, including permitting a dealing to accept a takeover bid (provided there have been at least 50% acceptances and the bid is otherwise unconditional), tending an acceptance into a bid acceptance facility (provided there have been at least 50% acceptances) or to facilitate a group reorganisation, and certain other limited exceptions relating to court orders, insolvency, enforcement of a security interest and internal transfers within the GARDA Capital Group and its Associates.

The Responsible Entity is permitted to take steps necessary to enforce the voluntary escrow arrangements, or to rectify or prevent a breach, including seeking specific performance of the parties’ obligations or an injunction.

Service fees are payable to GRES monthly, and are summarised in Section 10. The Responsible Entity benchmarks those service fees against market on an annual basis (six monthly for leasing fees). The fees of local facilities managers engaged by GRES for a Property, when GRES cannot be present in that jurisdiction, are paid by GRES from its own management fee, there is no additional fee charged to the Fund. There are usual provisions for the reimbursement of expenses.

The Agreement can be terminated by either party on 90 days’ notice, or immediately if there is a material default notified which is not remedied within 14 days. It can also be terminated by GRES, if GRES is not able to provide the services for whatever reason. There are provisions for thirdparty dispute resolution in the event of a dispute, and GRES must keep all Fund information, including that relating to tenants, confidential.

GARDA Services is the entity which employs personnel within the GARDA Capital Group. Personnel are deployed internally within the GARDA Capital Group (including to the Responsible Entity and to GRES) under this Agreement for an internal service fee. Employees must abide by the Code of Conduct, and there are usual provisions for confidentiality.

12.6 VOLUNTARY ESCROW ARRANGEMENTS

SUMMARY OF VOLUNTARY ESCROW ARRANGEMENTS

The Responsible Entity and the Associate Lenders have entered into a voluntary escrow arrangement in respect of a portion of the new Units to be issued to the Associate Lenders or at their nomination to repay the Associate Loan.

1.4 million Units will be placed in escrow for a 12 month period commencing on the Allotment Date, conditional on completion of the Offer. The proportion of Units issued which are subject to the voluntary escrow arrangement

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SECTiON 13 ADDiTiONAL iNFORMATiON

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13.1 ASX WAIVERS AND CONFIRMATIONS

In order to conduct the Offer, the Responsible Entity has sought certain in principle confirmations from ASX as follows:

a. the structure of the Fund and its operations are appropriate for a Listed entity for the purposes of Listing Rule 1.1 (condition 1);
b. the Financial Information provided in the PDS is sufficient for the purpose of Listing Rule 1.3.5 and no further information will be required under Listing Rule 1.17;
c. that the terms of the Units are acceptable for the purpose of Listing Rule 2.1 (condition 1);
d. that the proposed timetable for the Offer is acceptable to ASX;
e. that the Units on issue prior to Listing and the Units issued on the conversion of the junior debt are not considered “restricted securities” under the Listing Rules; and
f. to permit the Responsible Entity to conduct the BuyBack during the 5 days following the date the Fund becomes Listed on the ASX.

13.2 ASIC RELIEF

No ASIC relief has been sought in connection with the Offer.

13.3 LITIGATION AND CLAIMS

The Responsible Entity is currently the Plaintiff in one material litigation in the Supreme Court of Queensland, for a claimed amount of approximately $13 million plus costs and interest. It relates to the difference between the historic acquisition and sale prices of a warehouse in Canberra. Pleadings have closed, and disclosure has taken place. The valuer is defending the claim. The matter is on the courtmanaged list, and after a compulsory mediation process during September 2015, the matter is scheduled to be set down in October 2015 for hearing. Any loss which arose on the disposal has been dealt with in prior financial years, and any successful outcome will be of positive benefit to the financial position of the Fund.

The Responsible Entity and the Board have no knowledge of any other potential material litigation. The Fund is involved in a number of debt collection matters, relating to historic tenancies. As an active landlord, the Responsible Entity has a duty to Investors and must act in their best interests by enforcing the rights of the Fund under its leases.

13.4 ENVIRONMENT AND ETHICAL CONSIDERATIONS

The Responsible Entity does not take into account labour standards or environmental, social or ethical considerations for the purpose of selecting, retaining or authorising investments for the Fund. Environmental considerations are addressed as part of proper due diligence enquiries.

13.5 RELATED PARTY TRANSACTIONS

Various GARDA Capital Group entities provide services to the Fund, including:

GRES, for property management and real estate services;
GARDA Services for provision of management and staff; and
GARDA Finance for debt procurement and financial intermediary services.

The members of GARDA Capital Group currently hold 1,307 Units in the Fund. However, as a result of the conversion of the Associates Loan, GARDA Capital Group and its Associates, together with the Associate Lenders and their Associates will be issued 5.6 million Units, representing approximately 5.6%, before any additional investment is made – see Section 13.6. The GARDA Capital Group and its Associates, together with the Associate Lenders or their Associates, will hold not less than 10% of the Units on issue following the Transaction (subject to the potential impact of the Buy-Back, if implemented). Any subscription will be made under the Institutional Offer on the same terms as other Institutional Investors under the Offer.

It is GARDA Capital Group’s intention to retain its investment in the Fund as a strategic stake, in line with its coinvestment strategy.

13.6 CONVERSION OF ASSOCIATE LOAN

The Associate Lenders have indicated their intention to convert the Associate Loan to Units in the Fund as part of the Offer.

The Associate Loan is documented by a Secured Loan Agreement dated 20 June 2013. The Associate Loan was in effect emergency “mezzanine” financing in the form of a subordinated loan in the amount of $2.1 million, which at the time was required to secure the senior financing arrangements of the Fund.

The Associate Loan can be repaid in cash of $4.2 million or via the issue of new Units, at the election of the Associate Lenders at a 25% discount to the prevailing NAV, or a 25% discount to any issue price for Units. The IPO is a Unit issue to which this applies.

The Associate Lenders, either to themselves or to a nominee, have elected to be repaid via the issue of new Units, immediately following the issue of new Units as part of the Transaction. The Existing Lender has given formal approval for the conversion of the Associate Loan and repayment of the “Repayment Units”.

In accordance with the Associate Loan terms, the Associate Lenders or their nominee will be issued Units valued at approximately $5.6 million (comprising 5.6 million new ordinary Units) shortly after the issue of new Units under the Offer. This will extinguish the Associate Loan (including all accrued capitalised interest). The dilutionary effect on existing unitholders both value and voting rights is expected to be approximately $2.4 million.

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The Associate Lenders have agreed that approximately 1.4 million Units will be subject to voluntary escrow for a period of 12 months from their issue. Please refer to Section 12.6 for further information.

The GARDA Capital Group and its Associates, together with the Associate Lenders or their Associates, will also subscribe for a further 4.4 million Units to be issued as part of the Offer. As a result, the GARDA Capital Group and its Associates, together with the Associate Lenders or their Associates, will hold not less than 10% of the Units of the Fund following the completion of the Transaction.

13.7 INTERESTS OF DIRECTORS

At the date of this PDS, neither Mr Usasz, Mr Lee or Mr Neep hold an interest in the Fund although Mr Usasz and Mr Lee intend on applying for Units in the Fund through this PDS.

Mr Madsen does not hold Units in the Fund as at the date of this PDS, however an associated entity (which is also an ultimate shareholder of the Responsible Entity), have directed Units that it would otherwise receive as a result of repayment of the Associate Loan to GARDA Capital Group, as part of the co-investment stake described in Section 13.5.

Mr Hallett personally holds 5 Units (post consolidation) in the Fund. M3SIT, an entity of which Mr Hallett was formerly a director (and also a material ultimate shareholder in the Responsible Entity) holds no Units in the Fund, however has directed Units that it would otherwise receive as a result of repayment of the Associate Loan to GARDA Capital Group, as part of the co-investment stake described in Section 13.5. Mr Hallett is not a unitholder of the M3 Solutions Investment Trust, but ultimately holds a non-beneficial interest in 50% of the trustee company M3SIT Pty Ltd which is entitled to a percentage of profits made by M3SIT (as a whole) in certain circumstances. Mr. Hallett therefore has a contingent future interest in any potential profits or dividends which M3SIT may achieve from any holding of Units transferred by M3SIT.

Mr Lee is an Authorised Representative of Morgans Corporate Limited, the Lead Manager and Underwriter. Morgans Corporate Limited will receive the fee noted in Section 13.9. Although Mr Lee intends to apply for Units in the Fund in his personal capacity through the PDS, he will not otherwise receive Units as a result of the Transaction.

Directors, officers and staff of the GARDA Capital Group and the Responsible Entity, as well as the Associates where applicable, may participate in the Offer on the same terms as the Broker Firm Offer. These individuals and entities may also buy on-market, subject to any applicable timing the Responsible Entitie’s Trading Policy or ‘insider trading’ rules.

13.8 EXERCISE OF PRICING DISCRETIONS

The Responsible Entity has elected that ASIC Class Order CO 13/655 will apply to pricing of Units in the Fund. The Offer Price has been calculated in accordance with the Constitution of the Fund. Details of any discretions which will be applied to the pricing of Units following Listing is to be accessible on the Fund’s website, www.gardacapital.com.au

13.9 INTERESTS OF PROFESSIONAL ADVISERS AND PROMOTERS

Morgans is acting as Lead Manager and Underwriter to the Offer. Morgans is also providing corporate finance advice to GARDA Capital Limited in respect of the Offer. The Responsible Entity has paid, or agreed to pay, approximately $2.8 million (excluding disbursements and GST) for the above services in respect of the Offer. The Co-Manager will be paid by the Lead Manager from this amount.

BDO is acting as Investigating Accountant, and has prepared the Investigating Accountants Report in Section 7, and has performed work in relation to due diligence enquiries. The Responsible Entity has paid, or agreed to pay, approximately $0.1 million (excluding disbursements and GST) for the above services in respect of the Offer.

King & Wood Mallesons is the Australian legal adviser to the Responsible Entity in relation to the Offer. KWM has conducted legal due diligence, and has facilitated the due diligence process conducted by the Due Diligence Committee in respect of the Transaction and this PDS. The Responsible Entity has paid, or agreed to pay, approximately $0.3 million (excluding disbursements and GST) for the above services in respect of the Offer. Baker & McKenzie have provided New Zealand securities law advice in respect of the Offer. Carter Newell, Clifford Gouldsen, Hallett Legal and Thomson Geer have also provided legal services to the Responsible Entity and the Fund during FY15, but not specifically in relation to the Offer.

Ernst and Young has prepared Section 11 of this PDS its capacity as Taxation Adviser. The Responsible Entity has paid, or agreed to pay, approximately $0.1 million (excluding disbursements and GST) for the above services in respect of the Offer.

m3property is acting as Valuer in respect of the Offer, and has prepared the valuation reports and market summaries in Section 5 of this PDS. The Responsible Entity has paid, or agreed to pay, approximately $0.1 million (excluding disbursements and GST) for the above services in respect of the Offer.

These are included in the fees and expenses set out in Section 10.4. Further amounts may be paid to one or more of the parties above based for services providing following the date of this PDS. Any amounts incurred have not been taken into account in setting the Offer Price, but may be payable from the Fund following Allotment.

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13.11 COMPLAINTS

If you have a complaint in relation to the Fund, or the Responsible Entity, in connection with your investment in the Fund you should write to the Manager of Investor Relations at:

If you require investment advice, you should contact your Broker, financial planner or other investment professional. We suggest that you do contact any of these persons first, before raising a complaint with the Fund, if it does relates to an investment in the Fund.

GARDA Investor Relations

GPO Box 5270 Brisbane QLD 4001 Fax: 07 3002 5311 Email: [email protected]

Under the Responsible Entity’s Complaints Policy, the Manager of Investor Relations will write to acknowledge your complaint as soon as possible, investigate, and provide a report to you, within at least 45 days. If you are dissatisfied with the response, or if the complaint is not resolved within 45 days, you can raise the matter with the Financial Services Ombudsman Service Ltd ( FOS ). The FOS is an independent service, and accessible to all Investors. You must first deal with your complaint through the Fund’s Investor relations, before you can refer it to FOS.

The contact details of FOS are:

13.12 CONSENTS

The persons listed in the following table have given, and have not before the lodgement of this PDS with ASIC withdrawn, their written consent to:

be named in this PDS in the form and context in which they are named;
the inclusion of their respective reports or statements noted next to their names and the references to those reports or statements in the form and context in which they are included in this PDS; and
the inclusion of other statements in this PDS which are based on or referable to statements made in those reports or statements, or which are based or referable to other statements made by those persons in the form and context in which they are included.

Financial Ombudsman Service Ltd GPO Box 3, Melbourne Vic 3001 Telephone: 1300 787 808 Email: [email protected]

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----- Start of picture text -----

NAME OF ENTITY NAMED AS REPORT OR STATEMENT
----- End of picture text -----

BDO Corporate Finance Ltd	Investigating Accountant	Investigating Accountant Report in Section 7
BDO Audit Pty Ltd Ernst & Young Morgans Corporate Limited Taylor Collison Limited m3property QLD Pty Ltd	Auditor Tax Advisor Lead Manager and Underwriter Co-Manager Valuer	Financial information at Section 6 Taxation in Section 11 N/A N/A Valuation Summary in Section 5
The Trust Company (Australia)	Custodian	Summary of Important Documents in Section
Limited		12, and Additional Information in Section 13
Link Market Services Limited	Registry	N/A
King & Wood Mallesons	Legal Advisor	N/A

Each Director has given and has not, before lodgement of this PDS with ASIC, withdrawn their consent to be named in this PDS as a Director in the form and context in which they are named and for the statements made by and on behalf of them to be included in this PDS. Each Director has consented to the lodgement of this PDS with ASIC.

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13.13 PERSONAL INFORMATION

GENERAL

By completing an Application Form to apply for Units, you are providing personal information to the Responsible Entity through the Registry.

Your personal information may be provided to persons under the Offer, and other providers, in circumstances including:

the Responsible Entity to the Lead Manager, in order to assess your Application, and for on-going administration;
the Registry, to deal with your holding and organise mailouts and other essential services;
printers and mail companies, to prepare and distribute statements and reports to you;
professional advisors, in relation to specific or general questions of the Responsible Entity, the Fund, or in response to Unitholder enquiries or disputes;
market research and support companies of the Responsible Entity, for product development and planning, as well as analysing the Unitholder base of the Fund; and
service companies (such as those which may provide the services of management or a Director, or the Compliance Officer), in respect of any relevant matter relating to the Responsible Entity and the Fund,

may process your information, provide services that you request, and inform you about products and services (including future offers of securities) for the Fund and other members of the GARDA Capital Group. It is not anticipated, at the date of this PDS, that any of these entities will be located outside Australia. If it becomes necessary to either process or deal with personal information with respect of holdings held outside Australia, or particularly by entities which exist outside Australia (which may not have personal and privacy legislation which provides the same level of protection as afforded under Australian law to Unitholders), the Responsible Entity will update its privacy policy on its website.

Your personal information may also be required to be disclosed to domestic and overseas regulators, or to other government agencies (including ASIC and the ATO), as well as the ASX, APRA or FOS or other applicable regulatory bodies. Information provided may be specific and personal, or general in nature, such as providing registry details. Also, your personal information may appear in public registers maintained by regulators or other bodies, for example if you become a significant Unitholder.

If you do not provide the information requested in the Application Form, the Responsible Entity, the Lead Manager and the Registry may not be able to process, deal with or otherwise accept your Application. Those entities may not be able to administer your Unitholding going forward, and/ or send information about the Fund or other managed investment schemes or services of the GARDA Capital Group, including future offers of securities.

The Responsible Entity’s privacy policy is available on its website at www.gardacapital.com.au . This Privacy Policy contains information about how you may access and seek rectification of personal information that the Responsible Entity holds or controls about you. It also deals with how you may complain against a breach of the Privacy Act 1988 (Cth) by the Responsible Entity, and how such a claim will be dealt with by the Responsible Entity – see ‘Complaints’ section above. If you do not wish to receive information about other products and services of the GARDA Capital Group, including future offers of securities, please contact GARDA Capital Limited or the Registry at the address shown in the Corporate Directory at the back of this PDS, with a specific request that we do not send to you marketing material.

APPLICATION FORM

By returning an Application Form to the Responsible Entity, you will be taken to represent and warrant that you, as an Applicant:

have received an electronic or printed copy of the PDS (and any supplementary or replacement PDS) accompanying the Application Form, and have read it or them in full;
agree that your Application is completed and lodged in accordance with this PDS, and subject to all of the declarations and statements both in and on the Application Form;
declare and confirm that all detail than statements in the Application Form a complete and accurate;
declare and confirm that the signature of the Applicant (particularly where a corporate or trust/trustee) is valid and binding on the Applicant;
acknowledge and confirm that once the Application Form is returned, it may not be withdrawn;
agree to the issuance by the Fund of the number of Units in the Application Form, at the value you apply for (or such lower number issued in accordance with any scaleback in this PDS);
are 18 years old at least (if a natural person), and do not suffer from a legal disability preventing you from applying for Units; and
authorise the Fund and the Responsible Manager, and their officers of agents, to do anything which they believe necessary for Units to be issued to you, including acting on instructions received by the Registry using the contact details on the Application Form.

ACCESS TO INFORMATION

The Responsible Entity will communicate regularly with Unitholders, including publishing and distributing:

audited annual financial reports and statements;
audited half-yearly reports and financial statements;
distribution of holdings statements;
annual taxation statements; and
any continuous disclosure notices which are required to be given by the Fund.

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This information will be accessible on the Fund’s website at www.gardacapital.com.au , except for holding statements and other information which is personal to you.

As a disclosing entity, the Responsible Entity will be subject to regular reporting and disclosure obligations. Copies of documents lodged with ASIC in relation to the Fund may be obtained from, or inspected at, an ASIC office (or may be available through their website), and will also be lodged with ASX as required, and available through the ASX website.

You also have the right to obtain a copy of each annual report lodged with ASIC (including the Fund’s most recent annual report), any half-yearly report lodged with ASIC (including any half-yearly report lodged with ASIC after the lodgement of the Fund’s most recent annual report and before the date of this PDS), and any continuous disclosure notices given by the Responsible Entity, free of charge.

AML/CTF

The Responsible Entity may be required to collect certain customer identification information to verify your details. That information held by it is in compliance with Australian law, and any equivalent foreign legislation, before it can issue Units.

Customer identification information may include detailed “know your customer” ( KYC ) information, in relation to you as the Applicant. This may include (for an individual applicant) name, address, date of birth and contact details. Where the Applicant is a corporate, trustee or business entity, the Responsible Entity may be required to obtain details of directors and beneficial owners, as well as details of (and possibly copies of) trust information, documents and beneficiaries. This information may also be required if you become a “material Unitholder” in the Fund. The Responsible Entity may also require KYC information relating to your personal or business activities, structure and source of funds, and may also require Applicants to provide this information at a later stage, even if it is not required to be provided as part of the Application.

These are requirements under the Law. There are serious penalties for the Responsible entity and its associates for not requiring them to be provided by you. There are also serious penalties for you if you do not provide this information, or if you provide incorrect information.

The Responsible Entity may delay, or refuse to issue Units or process any request or transaction, including by suspending Allotments or redemption of Units in the Fund, if the Responsible Entity or its agents are concerned that the request or transaction may cause the Responsible Entity to contravene any AML/CTF rules. The Responsible Entity disclaims all liability to an Applicant if that is the case.

13.14 FOREIGN INVESTORS

At the date of this PDS, no action has been taken to register or qualify the Units or the Offer in any place outside Australia, or otherwise permit a public offering of Units outside Australia, to anyone other than a “sophisticated” or “wholesale” investor, either under Australian law or an equivalent or in the foreign jurisdiction.

The distribution of this PDS (including any electronic copy) outside Australia may be restricted by law. If you come into this possession of this PDS and you either reside or are physically outside Australia, then you should seek advice on, and observe, any such local restrictions. Any failure to comply with any such local restrictions (outside of Australia) may violate local securities laws. This PDS does not constitute an Offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an Offer or invitation. This prohibition does not apply to jurisdictions outside Australia where the Offer is made in accordance with the local law.

Each person submitting an Application Form will be deemed to have acknowledged this Section, and that they are aware of the restrictions which apply if the application was made by a person who is, or was, outside Australia. In applying for Units, you are taken to have represented and warranted that you are able to apply for and acquire the Units in compliance with these restrictions, whether or not you reside in Australia.

13.15 THE CUSTODIAN

The Custodian holds the Properties of the Fund for and on behalf of Unitholders, and acts on proper instructions issued by the Responsible Entity. The Custodian does not make any investment decisions for the Fund, and does not have a supervisory role in the operation of the Fund. The Custodian is indemnified out of the assets of the Fund for costs and expenses, and for acts which it properly performs. A description of the Custody Deed is in Section 12.

13.16 12-14 AIRPORT DRIVE IS LEASEHOLD

All of the Properties are held by the Custodian as freehold on behalf of the Fund, except the Property at 12-14 Airport Drive in Brisbane (tenanted by the Civil Aviation Safety Authority). That Property is a leasehold interest, as a sub-lease to a head lease held by Airport Corporation from the Australian Federal Government. The current lease expires in 2049. The lease has an option to extend for a further 50 years subject to the extension of the head lease.

13.17 FURTHER INFORMATION

Further information about the Fund and the Responsible Entity can be found on our website at www.gardacapital.com.au . All public reports and continuous disclosures will be accessible through this website.

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SECTiON 14 CORPORATE GOVERNANCE POLiCiES

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14.1 ASX CORPORATE GOVERNANCE RECOMMENDATIONS

In accordance with ASX Listing Rule 4.10.3, set out below are the ASX Corporate Governance council’s (Council) eight principles of good corporate governance (Principles), and the extent to which the Fund complies with the associated recommendations for each. The Principles have been modified by the Council when applied to externally managed listed trusts such as the Fund. While the Council has stated a number of the recommendations do not apply to externally-managed listed trusts, the Responsible Entity has either directly or through its arrangements with GARDA Capital Group put in place procedures in relation to a number of those recommendations as they related to the Fund and the Responsible Entity as described below.

Further details of the Responsible Entity’s corporate governance framework are set out in Section 14.2 of this PDS.

ASX CORPORATE GOVERNANCE RECOMMENDATION FORM AND MANNER OF COMPLIANCE

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1 for externally managed entities

The responsible entity of an externally managed listed entity should disclose:

a. the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and
b. the role and responsibility of the board of the responsible entity for overseeing those arrangements.

The Fund will be externally managed by the Responsible Entity.

Accordingly, the Fund will be managed under the supervision and direction of the Board of the Responsible Entity, which comprises:

Mr David Usasz, Independent Chairman;
Mr Matthew Madsen, Managing Director;
Mr Mark Hallett, Non-executive Director;
Mr Philip Lee, Non-executive Director; and
Mr Leylan Neep, Executive Director.

The Board meets regularly (usually at least monthly), and considers critical compliance and risk management issues as they arise. The Board ensures that the Fund is managed in the best interests of Unitholders. This involves monitoring the decisions and actions of the Responsible Entity and its management team who are responsible for the day-to-day management of the Fund. The Board also monitors the governance and performance of the Fund through the committees established by it.

The Board of the Responsible Entity has formalised its roles and responsibilities in a Board Charter. A summary of the Board Charter is set out in Section 14.2 of this PDS and a copy is available at www.gardacapital.com.au.

All matters not specifically reserved for the Board and necessary for the day-to-day management of the Fund are delegated by the Board to those persons listed in Section 4.4 of this PDS. Although the Board retains overall responsibility for the management of the Fund, personnel are provided to the Responsible Entity under the Management Services Agreement - See Section 12.

The Board has formed certain committees and delegated various responsibilities to them. This includes the Audit and Risk Committee which is discussed in further detail below. The Board also oversees the external compliance officer.

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ASX CORPORATE GOVERNANCE RECOMMENDATION FORM AND MANNER OF COMPLIANCE

Recommendation 1.2

A listed entity should:

a. undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

Not applicable, as the Fund is externally managed.

However, before formally appointing a Director to the Board, appropriate background checks as required by law are undertaken, through the external compliance function.

b. provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Recommendation 1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

Recommendation 1.5

A listed entity should:

a. have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

Not applicable, as the Fund is externally managed.

However, the Responsible Entity ensures that all Directors and senior executives providing services to the Fund have formal agreements setting out the material terms of their appointment on industry-standard terms and conditions. Senior executives are contracted to the Responsible Entity through the Management Services Agreement, summarised at Section 12.

Not applicable, as the Fund is externally managed.

However, the Company Secretary of the Responsible Entity is accountable directly to the Board on all matters to do with the proper functioning of the Board.

Not applicable, as the Fund is externally managed.

While the Responsible Entity takes account of gender and broader diversity issues in its dealings, it has relatively few employees and its size does not presently warrant a formal diversity policy or targets.

b. disclose that policy or a summary of it; and
c. disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either:
i. the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or
ii. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

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ASX CORPORATE GOVERNANCE RECOMMENDATION FORM AND MANNER OF COMPLIANCE

Recommendation 1.6 Not applicable, as the Fund is externally managed. A listed entity should: However, in accordance with the Board Charter of the a. have and disclose a process for periodically evaluating Responsible Entity, the performance of the Board will be the performance of the board, its committees and evaluated periodically in a manner determined by the individual directors; and Chairperson, against both measurable and qualitative indicators. The Responsible Entity will disclose, for each b. disclose, in relation to each reporting period, whether a reporting period, if a review was undertaken. A copy of the performance evaluation was undertake in the reporting Board Charter is available at www.gardacapital.com.au.

b. disclose, in relation to each reporting period, whether a performance evaluation was undertake in the reporting period in accordance with that process.

Not applicable, as the Fund is externally managed. However, senior executives of the Responsible Entity will be accountable to the Managing Director, and ultimately the Board. While the appointment and remuneration of executives servicing the Fund will be undertaken by GARDA Services, which will consult with the Responsible Entity regarding the setting and evaluation of performance goals for key executives. The non-executive Directors of the Responsible Entity will have input into the remuneration and performance goals of the key executives in Section 4.4.

Recommendation 1.7

A listed entity should:

a. have and disclose a process for periodically evaluating the performance of its senior executives; and
b. disclose, in relation to each reporting period, whether a performance evaluation was undertake in the reporting period in accordance with that process.

	Principle 2: Structure the board to add value
	Recommendation 2.1	Not applicable, as the Fund is externally managed.
	The board of a listed entity should:	However, the Board has established a Nomination and
	a. have a nomination committee which:	Remuneration Committee in relation to the Responsible
	i. has at least three members, a majority of whom are independent directors; and	Entity, the charter of which is summarised in Section 14.2. It will have three members, the majority of whom are non- executive directors of the Responsible Entity. The principal
	ii. is chaired by an independent director;	aims of the Nomination and Remuneration Committee
	and disclose;	are to develop succession planning for Board and senior
	iii. the charter of the committee;	management, and to ensure that remuneration and
	iv. the members of the committee; and v. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or b. if it does not have a nomination committee, disclose that face and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge,	incentive schemes are appropriate given both the short and long term objectives of the Responsible Entity and the Fund. The Responsible Entity notes that the remuneration of the Board and of senior executives is a matter for GARDA Capital Limited and GARDA Services, as the remuneration of the Board and senior executives is not paid by the Fund.
	experience, independence and diversity to enable it to
	discharge its duties and responsibilities efectively.
	Recommendation 2.2	Not applicable, as the Fund is externally managed.
	A listed entity should have and disclose a board skills	However, the Board has developed a board skills
	matrix setting out the mix of skills and diversity that	matrix, which will be reviewed and implemented by the
	the board currently has or is looking to achieve in its	Nomination and Remuneration Committee. The directors
	membership.	have a wide range of professional skills with particular
		experience in property and funds management, investment
		management and governance which are seen as the
		appropriate mix of skills required for their role as Directors.

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ASX CORPORATE GOVERNANCE RECOMMENDATION FORM AND MANNER OF COMPLIANCE

Recommendation 2.3

A listed entity should disclose:

a. the names of the directors considered by the board to be independent directors;
b. if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and
c. the length of service of each director.

Mr David Usasz is considered by the Board to be an Independent Director. Mr Usasz is also the Chairman.

Mr Philip Lee and Mr Mark Hallett are non-executive Directors of the Responsible Entity.

Mr Lee is an Authorised Representative of Morgans Corporate Limited, which is the Lead Manager and Underwriter of the Offer. Morgans Corporate Limited have not previously undertaken professional work for the GARDA Capital Group.

Mr Hallett is the Principal of Hallett Legal, a law firm which is a professional provider to the Responsible Entity and the GARDA Capital Group. He has also declared an interest as being non-beneficially associated with one of the Responsible Entity’s ultimate shareholders M3SIT (see Section 13.7). Despite these professional relationships, the Board considered that the relationships of both Mr Lee and Mr Hallett do not interfere with their several capacities to bring an independent judgement to bear on issues before the Board, and as Directors, they will act in the best interests of the Fund generally. In determining the independence of its Directors, the Responsible Entity has had regard to the guidelines provided by the ASX Corporate Governance Council in Principle 2.

The Responsible Entity and GARDA Services have agreed to implement training programs to ensure that all relevant staff and the Board receive annual training on conflicts of interest.

Recommendation 2.4

A majority of the board of a listed entity should be independent directors.

Recommendation 2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

Not applicable, as the Fund is externally managed.

The Board comprises one independent Chairman, Mr David Usasz. There are two non-executive Directors, Mr Philip Lee and Mr Mark Mark Hallett. The Board consider this to be the optimal Board composition given the current size and business of the Responsible Entity.

Not applicable, as the Fund is externally managed.

The Chair of the Board of the Responsible Entity is Mr David Usasz who is an Independent Director.

Mr Madsen is the Managing Director of the Responsible Entity, with ultimate executive responsibility.

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	Recommendation 2.6	Not applicable, as the Fund is externally managed.
	A listed entity should have a program for inducting	All directors appointed by the Responsible Entity receive
	new directors and provide appropriate professional	an induction training program which includes information
	development opportunities for directors to develop and	on the Responsible Entity’s values and Code of Conduct.
	maintain the skills and knowledge needed to perform their role as directors efectively.	Ongoing training for the Directors includes site visits to familiarise themselves with the Properties, and making
		available professional education programs to enhance
		skills and knowledge, and presentations on developments
		impacting the Fund.
	Principle 3: Act ethically and responsibly
	Recommendation 3.1 A listed entity should: a. have a code of conduct for its directors, senior executives and employees; and b. disclose that code or a summary of it.	Each Director and employee of the Responsible Entity involved in the management or operation of the Fund has agreed to comply with the GARDA Capital Group Code of Conduct. The GARDA Capital Group Code of Conduct aims to ensure that the Directors and GARDA Capital Group employees meet the highest ethical and professional standards. This is to ensure that trust and confdence is maintained to the highest standards with all stakeholders, including Unitholders, regulators, stakeholders, service providers, tenants and the public. The Code of Conduct is summarised at Section 14.2, and a copy of the GARDA Capital Group Code of Conduct is available at www.gardacapital.com.au.
	Principle 4: Safeguard integrity in corporate reporting
	Recommendation 4.1	The Board has established a combined Audit and Risk
	The board of a listed entity should:	Committee to relevantly assist the Board in overseeing the integrity of the Fund’s external fnancial reporting, the
	a. have an audit committee which:	appointment and independence of the Auditor, internal
	i. has at least three members, all of whom are non-	fnancial controls, fnancial procedures and policies, and
	executive directors and a majority of whom are	the risk management and compliance framework. The
	independent directors; and	Audit and Risk Committee will report to the Board on all
	ii. is chaired by an independent director, who is not the chair of the board, and disclose: iii. the charter of the committee; iv. the relevant qualifcations and experience of the members of the committee; and	matters relevant to the Audit and Risk Committee’s roles and responsibilities. The Audit and Risk Committee must only comprise non- executive directors, with at least three members, and include between them sufcient fnancial expertise. Mr Hallett has been appointed by the Board to chair the Audit and Risk Committee, with Mr Usasz and Mr Lee to
	v. in relation to each reporting period, the number of times the committee met throughout the period	also serve as members. Accordingly, the non-executive members of the Audit and Risk Committee will not
	and the individual attendances of the members at those meetings; or	be comprised of a majority of independent Directors and the chairperson of the Committee will not be an
	b. if it does not have an audit committee, disclose that fact	independent Director.
	and the processes it employs that independently verify	The Audit and Risk Committee will meet as frequently as
	and safeguard the integrity of its fnancial reporting,	required to undertake its role efectively.
	including the processes for the appointment and removal of the external auditor and the rotation of the	The Charter of the Audit and Risk Committee is
	audit engagement partner.	summarised at Section 14.2, and a copy is available on the website www.gardacapital.com.au.

Recommendation 4.2

The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

To the extent that the financial statements of the Fund are approved by the Board each financial year, the Managing Director and the CFO of the Responsible Entity will provide the declarations required by Section 295A of the Corporations Act.

Recommendation 4.3

A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

This Recommendation applies as the Fund will hold annual general meetings (AGMs). The Fund’s external Auditor will attend and be available at the Fund’s AGM to answer questions from Unitholders relevant to the audited accounts of the Fund.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1 The Responsible Entity is committed to fair and open A listed entity should: disclosure, so that investors (or potential investors) can expect to see information which would have a material a. have a written policy for complying with its continuous effect on the price or value of the Units. disclosure obligations under the Listing Rules; and A Disclosure and Communications Policy has been adopted b. disclose that policy or a summary of it. to ensure the Responsible Entity meets its disclosure obligations under the Corporations Act and the ASX Listing Rules. The Responsible Entity aims to ensure that announcements are factual, balanced and expressed in a clear and objective manner, and timely in order to assist investors with investment decisions. The Manager of Investor Relations, in conjunction with the Company Secretary, will be responsible for ensuring the Responsible Entity complies with the Continuous Disclosure Policy and the ASX Listing Rules and the Corporations Act. The Responsible Entity has also established a Disclosure Committee, which is initially comprised of Mr Madsen as Managing Director, and Mr Neep in his joint role as Company Secretary and CFO. The Disclosure and Communications Policy is summarised at Section 14.2, and a copy is available at www.gardacapital.com.au. Principle 6: Respect the rights of Unitholders Recommendation 6.1 The Responsible Entity has adopted a Disclosure and A listed entity should provide information about itself and Communications Policy. The Responsible Entity intends to its governance to investors via its website. provide all relevant information about itself, the Fund and the governance of the Fund at www.gardacapital.com.au, as required by the Principles and the Listing Rules. Summaries of the various governance policies are at Section 14.2.

Recommendation 5.1

A listed entity should:

a. have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and
b. disclose that policy or a summary of it.

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	Recommendation 6.2	The Responsible Entity will provide clear and efective
	A listed entity should design and implement an investor	communications with stakeholders on matters afecting the
	relations program to facilitate efective two-way	Fund and the Units, in accordance with the Disclosure and
	communication with investors.	Communications Policy.
		Announcements in respect of the Fund and the Responsible
		Entity will be:
		• released to ASX as required by the Listing Rules;
		• posted to GARDA Capital Group’s website; and
		• distributed to major media and investor contacts.
		The Responsible Entity will also regularly communicate with
		Unitholders, including through the publication of:
		• audited annual fnancial reports;
		• reviewed half-yearly fnancial reports;
		• half-yearly distribution statements; and
		• annual taxation statements.
		GARDA Capital Group’s website will also have accessible
		information on the Fund, its current Unit price, half-yearly
		and annual reports, and Distribution information.
	Recommendation 6.3	The Fund will hold an AGM of Unitholders. Each meeting
	A listed entity should disclose the policies and processes	will cover formal business, but also provide Unitholders
	it has in place to facilitate and encourage participation at	with an opportunity to be updated on the activities of the
	meetings of security holders.	Responsible Entity and the Fund, and to ask questions of
		the Board and management of the Fund. The Auditor will
		also attend to answer questions on the audited accounts of
		the Fund.
		Notices of meeting and explanatory memoranda for
		Unitholder resolutions will be provided to Unitholders in
		accordance with the Constitution and the Corporations
		Act, and will be accessible on the Fund’s website, as well as
	Recommendation 6.4 A listed entity should give security holders the option to receive communications from, and send communications	being lodged with ASX. Unitholders who are not able to attend an AGM are able to vote by proxy. The Responsible Entity will provide Unitholders with the option of receiving communications from the Fund electronically, as well as a portal for receipt of
	to, the entity and its security registry electronically.	communications from Unitholders. General information
		on the Responsible Entity, and matters relating to the Fund
		as well as continuous disclosures will be accessible on the
		Fund website at www.gardacapital.com.au.

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Principle 7: Recognise and manage risk

Recommendation 7.1

The board of a listed entity should:

a. have a committee or committees to oversee risk, each of which:
i. has at least three members, a majority of whom are independent directors; and
ii. is chaired by an independent director,
and disclose:
iii. the charter of the committee;
iv. the members of the committee; and
v. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
b. if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

The Board has established a combined Audit and Risk Committee to relevantly assist the Board in overseeing (among other things) the Responsible Entity’s risk management and compliance framework and specifically its application to the Fund. The Audit and Risk Committee will report to the Board on all matters relevant to the Audit and Risk Committee’s roles and responsibilities.

The Audit and Risk Committee must only comprise of nonexecutive directors, with at least three members. Mr Hallett has been appointed by the Board to chair the Audit and Risk Committee, with Mr Usasz and Mr Lee to also serve as members. It will meet as frequently as required to undertake its role effectively. Accordingly, the nonexecutive members of the Audit and Risk Committee will not be comprised of a majority of independent Directors and the chairperson of the Committee will not be an independent Director.

The Charter of the Audit and Risk Committee is summarised at Section 14.2, and a copy is available on the website www.gardacapital.com.au.

Recommendation 7.2

The board or a committee of the board should:

a. review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and

The Audit and Risk Committee will oversee and review the effectiveness of the Responsible Entity’s risk management framework annually, and review the framework to ensure its application to the Responsible Entity and the Fund. The Audit and Risk Committee will disclose in each reporting period whether a review has been undertaken.

b. disclose, in relation to each reporting period, whether such a review has taken place.

Recommendation 7.3

A listed entity should disclose:

a. if it has an internal audit function, how the function is structured and what role it performs; or
b. if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

The Responsible Entity does not have an internal audit function.

Risk management is a continuous process. The Managing Director and the senior executive of the Responsible Entity interact with staff and external stakeholders, and are free to raise risks which impact on the Fund at any time. Material risks are elevated to the Board for inclusion in the risk section at their monthly meetings. The compliance officer also focuses on risk and control processes as a critical part of the compliance function.

The Audit and Risk Committee is responsible for the preparation and maintenance of a risk profile for financial and non-financial matters, and will receive and review reports on the Fund as required from the Auditor, management and external consultants regarding material business risk and any internal control processes and compliance activities.

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Recommendation 7.4

A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

The Fund is exposed to certain economic risks. Refer to Section 8 of this PDS for more information in respect of those risks, and risks associated with holding Units generally. Those risks are managed and reviewed regularly by the Responsible Entity in accordance with its risk management framework and the Risk Management Policy, under the supervision of the Audit and Risk Committee.

Principle 8: Remunerate fairly and responsibly

Recommendation 8.1 for externally managed entities

An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.

Section 10 sets out the fees payable to the Responsible Entity under the Constitution, particularly in accordance with Schedule 2. A summary of the Constitution is at Section 12.

Both the Management Fee and the Capital Expenditure Fee are payable by the Fund, monthly in arrears.

In addition to the Management Fee:

the Responsible Entity is indemnified for all expenses and expenditures properly incurred in relation to managing the Fund; and
GRES is entitled to certain fees under the Management Services Agreement, for property management services as disclosed in Section 12.

Other GARDA Capital Group entities may also earn additional fees in relation to other services which the Fund engages GARDA Capital Limited or other GARDA Capital Group entities to undertake on an arms-length basis (subject to the Corporations Act), such as financing or project management fees.

14.2 CORPORATE GOVERNANCE CHARTERS AND POLICIES

The Board of the Responsible Entity recognise its role and the importance of good corporate governance. As noted in Section 14.1 above, the Board of the Responsible Entity has adopted the following Charters and Policies, which can be found on the Responsible Entity’s website www.gardacapital.com.au

BOARD CHARTER

This is the framework charter, which confirms the role of the Board and that it derives its authority from the Constitution, as well as legal and regulatory requirements. The Board Charter sets out the roles and responsibilities of each of the Board positions, as well as the framework for delegating its authority to management and others. The Charter confirms that the Board will consist of a majority of non-executive directors, and that the Chair must be an independent nonexecutive director. The Board is required to maintain a board skills matrix, to ensure that the Board comprises directors with appropriate skills, knowledge and experience, and bring independent judgement. The Board will periodically review and evaluate its own performance, the performance of individual directors and that of the senior executives against both measurable and qualitative indicators.

NOMINATION AND REMUNERATION COMMITTEE CHARTER

This document sets out the authority delegated to the Nomination and Remuneration Committee, which is established to assist the Board to fulfil its obligations and duties in respect of, and providing information and recommendations for:

Board succession planning;
Managing Director or Chief Executive Officer succession planning;
induction and professional development of Directors;
evaluation of Board and key management candidates;
remuneration structures and employee benefits within the Responsible Entity; and
recruitment and evaluation generally.

The Nomination and Remuneration Committee is comprised of at least three Directors, who will be non-executive directors, and none can have any interest which would materially influence his or her independent judgement. The Nomination and Remuneration Committee will approve the annual remuneration report, and liaise with the Audit and Risk Committee. It may delegate, and has full access to management and advisors as it considers appropriate.

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AUDIT AND RISK COMMITTEE CHARTER

This document sets out the authority delegated by the Board to the Audit and Risk Committee, whose purpose is generally to ensure that the Responsible Entity satisfies its statutory and regulatory responsibilities. The Audit and Risk Committee is comprised of at least three directors, who must all be non-executive directors. The Chair of the Responsible Entity cannot also chair the Risk and Audit Committee. The Charter covers:

accounting, auditing and financial reporting responsibilities;
assessing and recommending the appointment and remuneration of the external Auditor;
reviewing and recommending procedures of the Fund and the Responsible Entity;
assessing the financial position and performance of the Fund;
ensuring compliance with the Corporations Act, Listing Rules;
reviewing systems to ensure that conflicts do not occur; and
preparing and reviewing a risk management profile to determine and manage key risks to both the Responsible Entity and to the Fund.

The Audit and Risk Committee will meet as frequently as required to undertake its role effectively. The Managing Director and the CFO are expected to attend, and there is a standing invitation to external auditors (and internal auditors, if and when engaged). The Committee may require attendance of any member of management, has full access to documents and records, and can engage external advisors or counsel where considered necessary or appropriate.

CODE OF CONDUCT

The Code of Conduct is a statement of commitment to honesty and integrity in the dealings of the GARDA Capital Group, including the Responsible Entity. It sets our core values, commitments and moral standards, and applies to the Board, management and employees of GARDA Capital Group, as well as extending to persons who act on behalf of GARDA Capital Group. It sets guidelines and reinforces our commitment to dealing with many important business aspects and in dealings with the Fund, including:

RISK MANAGEMENT POLICY

The Risk Management Policy expresses the Responsible Entity’s commitment to a sound system of risk oversight and control throughout its business. It is based on the ASX Corporate Governance Principles, and the international standard on risk management. It applies to the Board, the executives and all staff. The Policy recognises that risk identification and monitoring is a dynamic process, and is designed to provide information to deal with uncertainty on the Responsible Entity’s objectives and on the Fund itself. The Audit and Risk Management Committee assists the Board in setting and monitoring the risk management framework. The Risk Management Policy is to be reviewed at least annually.

DISCLOSURE AND COMMUNICATION POLICY

This Policy notes the establishment of a Disclosure Committee of the Board of the Responsible Entity, and deals generally with continuous disclosure requirements of the ASX, and best practice in communications with Unitholders and stakeholders generally. It applies to the Board, officers, employees and consultants. It sets out the circumstances where it would apply, and puts in place a framework for addressing issues as and when they arise, in a timely and adequate manner. It also sets out where there are exceptions to disclosure of information, and encourages the adoption of electronic communications and other technologies.

TRADING POLICY

The Trading Policy applies to all Directors, executive and staff of GARDA Capital Group. It also applies to “Designated Individuals”, who may come across information in assisting a member of the GARDA Capital Group. It makes it clear that dealing or trading on insider information is illegal, and sets out what is insider information as against information which is generally available. It deals with restrictions and prohibited periods, and prohibited transactions such as margin lending, short selling or hedging, with very limited defined exemptions.

conflicts of interest;
anti-bribery and gifts, and political dealings;
confidentiality and privacy;
fair dealings;
discrimination, harassment and bullying;
health and safety;
compliance with laws and regulations; and
whistleblower protection.

The Company Secretary is responsible for the administration of the Code of Conduct. A breach of the Code of Conduct can lead to sanction.

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S E C T I O N 14
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15 4 VA R S i T Y PA R A D E , VA R S i T Y L A K E S , Q U E E N S L A N D

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SECTiON 15 GLOSSARY

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15.1 GLOSSARY

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DEFINED TERM MEANING
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	$ or A$ or cents	Australia dollar currency.
	AASB	Australian Accounting Standards Board.
	ABN	Australian Business Number.
	AEST	Australia Eastern Standard Time.
	AFSL	Australian Financial Services licence.
	Allocation	The allocation of Units to Applicants.
	Allotment	The allotment of Units issued under the Ofer.
	Allotment Date	The date of the allotment of Units following acceptance of an Application, expected to be 30
		June 2015.
	AML/CTF	The Anti-Money Laundering and Counter-Terrorism Financing Act 2006(Cth).
	Applicant	A person who subscribes for Units through the submission of a valid Application Form
		pursuant to this PDS.
	Application	An application to subscribe for Units in respect of the Ofer.
	Application Form	The form used by the Applicant to subscribe for Units attached to or accompanying this PDS.
	Application Monies	Monies received from Applicants in respect of their Application.
	ARSN	Australian Registered Scheme Number.
	ASIC	Australian Securities and Investments Commission.
	Associate	Has the meaning given to that term in Section 9 of the Corporations Act.
	Associate Lenders	M3SIT and Madsen Nominees.
	Associates Loan	The loan under the Secured Loan Agreement.
	ASX	Australian Securities Exchange.
	ASX Settlement	The operational settlement rules of the ASX, as released from time to time by the ASX.
	Operating Rules
	Audit and Risk	The audit and risk committee established as a sub-committee of the Board.
	Committee
	Auditor	The auditor of the Fund from time to time, and currently BDO Audit Pty Ltd (ACN 134 022 870).
	ATO	Australian Taxation Ofce.
	Australian Accounting	The Australian Accounting Standards and other authoritative announcements issued by the
	Standards	AASB.
	Board Broker Broker Firm Application Form Broker Firm Ofer	The Directors of the Responsible Entity acting as a board. A participating broker appointed by the Lead Manager under the Underwriting Agreement to act as a participating broker to the Ofer and to participate in the Broker Firm Ofer. The Application Form to be completed by Broker Firm Ofer Applicants. The Broker Firm Retail Ofer and Broker Firm Sophisticated Ofer outlined in Section 9.
	Broker Firm Ofer	An Applicant who has received a Broker Firm Ofer.
	Applicant
	Broker Firm	The Broker Firm Ofer to Sophisticated Investors as set out in Section 9.
	Sophisticated Ofer
	Broker Firm Retail Ofer	The Broker Firm Ofer to Retail Investors as set out in Section 9.
	Business day(s)	A day other than a Saturday or Sunday on which trading banks are open for general banking
		business in Brisbane, Queensland and the ASX is conducting trading.
	Buy-Back	An on-market Buy-Back of up to 20 million Units representing up to $20 million, which if
		implemented by the Responsible Entity (in its absolute discretion) may be conducted up to
		11 May 2016, as approved by Unitholders on 11 May 2015.
	Capex	Capital expenditure, relating to the Properties.

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DEFINED TERM MEANING
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Capitalisation Rate	The return of a Property or of a portfolio of Properties calculated by dividing a valuer’s
	assessment of the market level of net rent for a Property or portfolio of Properties by its
	assessed market valuation.
CHESS	The Clearing House Electronic Subregister System, operated by the ASX Settlement Pty Ltd
	Limited, a wholly owned subsidiary of the ASX.
Closing Date	The Closing Date for the Broker Firm Ofer, which is expected to be 26 June 2015.
Co-Manager	Taylor Collison Limited (ABN 53 088 172 450)
Constitution	The constitution of the Fund, as amended and consolidated from time to time.
Corporations Act	Corporations Act 2001(Cth).
CPI	The Consumer Price Index, as published by the Australian Bureau of Statistics.
Custodian	The Trust Company (Australia) Limited (ACN 000 000 993).
Custody Deed	The deed dated 26 June 2012 between GARDA Capital Limited and the Custodian, as described
	in Section 12.
Director	A director of the Responsible Entity.
Distributable Earnings	Net proft (before transaction costs) adjusted for straight lining of rental income, rent free
	periods, gains or losses arising from movements in the fair value of investment properties, and
	amortisation of lease incentives rent free incentives and leasing fees.
Distribution	The income of the Fund payable to Investors under the Constitution.
Distribution Yield	The rate of return derived by dividing the distribution per Unit by the Ofer Price of the Unit.
DPU	Distributions Per Unit.
E&Y	Ernst & Young (ABN 75 288 172 749), tax advisors to the Fund.
EBITDA	For a relevant period, earnings before interest, taxation, depreciation and amortisation.
EPU	Earnings Per Unit.
Existing Debt Facility	The existing $A Syndicated Facility Agreement entered into in June 2013 (as amended).
Existing Investors	Unitholders of the Fund as at 21 May 2015.
Existing Lender	The senior lender under the Existing Debt Facility.
Exposure Period	The 7-day period after lodgement of this PDS with ASIC (or further period determined by ASIC)
	in which the Corporations Act prohibits the Responsible Entity from processing Applications.
Financial Information	The Pro Forma Historical Financial Information and Forecast Financial Information described in
	Section 6.
Forecast Distribution	The Forecast Distribution Statement in Section 6.
Statement Forecast Financial Information Forecast Income Statement Forecast Period	Forecast fnancial information described in Section 6. Pro forma forecast income statement for FY16 as set out in Section 6. The forecast period from 1 July 2015 to 30 June 2016, as described in Section 6.
Fund	GARDA Diversifed Property Fund (ABN 17 982 396 608) (ARSN 104 391 273) (formerly Opus
	Income & Capital Fund No.21).
FY15	Financial year ended 30 June 2015.
FY16	Financial year ended 30 June 2016.
GARDA Capital Group	GARDA Capital Limited, its parent (if applicable) and each of its subsidiaries (including trusts)
	and their managed schemes.
GARDA Capital Limited	GARDA Capital Limited (ABN 53 095 039 366) (AFSL 246714).
GARDA Services	GARDA Services Pty Ltd (ABN 37 109 910 894).
GAV	Gross asset value, determined under the Constitution.
GDF	ASX Code for the Fund.
Gearing	The ratio of total borrowings less cash divided by total tangible assets less cash.
GFML	GARDA Funds Management Limited (ABN 59 140 857 405) (AFSL 398764).

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	GRES	GARDA Real Estate Services Pty Ltd (ABN 63 102 792 709).
	Gross Property Income	The rental income paid by a tenant of the Fund, including charges or recoveries for outgoings,
		storage, parking, signage or other fees.
	GST	Has the meaning given by_A New Tax System (Goods and Services Tax) Act 1999_(Cth), or if that
		Act does not exist, means any Act imposing or relating to the imposition or administration of a
		goods and services tax in Australia and any regulation made under that Act.
	ICR	Interest Cover Ratio - the ICR is calculated by dividing EBITDA (Earnings before Interest, Tax
		Depreciation and Amortisation) by the interest payable on the loan facilities.
	Institutional Investor	A person to whom ofers of Securities may be made without disclosure under Part 7.9 of
		the Corporations Act, a ‘wholesale investor’ is defned in Schedule 1 of the Financial Markets
		Conduct Act 2013 (New Zealand) or any other investor outside Australia to whom an ofer of
		Units may be lawfully be made without a disclosure document.
	Institutional Ofer	The ofer of Units to Institutional Investors under this PDS.
	Investigating	BDO Corporate Finance (Qld) Pty Ltd (ACN 010 185 725) (AFSL 235407).
	Accountant
	Independent Assurance	The report by the Investigating Accountant contained in Section 7.
	Report
	Investor	A registered holder of Units.
	Issuer	The Responsible Entity, for and on behalf of the Fund.
	KWM	King & Wood Mallesons, legal advisors to the Responsible Entity.
	Lead Manager	Morgans Corporate Limited (ACN 010 539 607) (AFSL 235407).
	Listing	The Fund becoming admitted to the ofcial List of the ASX.
	Listing Rules	The ofcial listing rules of the ASX from time to time, as modifed by an express written
		confrmation, waiver, or exemption given by the ASX.
	LVR	Loan to value ratio being interest bearing liabilities divided by total property values.
	m3property	m3property (QLD) Pty Ltd (ACN 125 442 631).
	M3SIT	M3SIT Pty Ltd (ACN 142 165 017) as trustee for the M3 Solutions Investment Trust.
	Madsen Nominees	Madsen Nominees Pty Ltd (ACN 153 176 302) as trustee of the MB & PM Madsen Family Trust.
	Magnum	Opus Magnum Fund (ABN 81 091 587 547) (ARSN 109 224 419).
	Management Fee	The management fee charged by the Responsible Entity to the Fund, under the Constitution.
	Management Services	The agreement between GRES and the Responsible Entity for the provision of real estate and
	Agreement	property advisory and management services, details as described in Section 12.
	Minimum Application Amount NABERS NAV	In respect of the Ofer, the minimum application amount being $2,000.00, and thereafter in increments of $100.00. National Australian Built Environment Rating System, a national rating system that measures the environmental performance of Australian buildings (score out of 6). Net asset value to be calculated in accordance with the Constitution.
	Net Debt	Interest bearing liabilities, less cash.
	New Acquisitions	Any new properties which are acquired by the Fund in the future.
	New Debt Facility	A new debt facility from a lender to the Fund under a Debt Facility Agreement to be entered
		into as part of the Transaction, as described in Section 12.2.
	New Lender	A new senior lender who is intended to provide fnance to the Fund under the New Debt
		Facility from Closing Date as described in Section 12.2.
	NLA	Net Lettable Area (m²).
	NTA	Net Tangible Assets to be calculated in accordance with the Constitution.
	Ofer	Comprises the Priority Ofer, the Broker Firm Ofer, and the Institutional Ofer.
	Ofer Period	Expected to be opened on 10 June 2015 and closed on 26 June 2015 (other than the Priority
		Ofer which is expected to close on 22 June 2015).
	Ofer Price	$1.00 per Unit.

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DEFINED TERM MEANING
Offer Proceeds Gross proceeds raised through the Offer.
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Ofer Proceeds	Gross proceeds raised through the Ofer.
Ofcial List	The ofcial list of the ASX.
Ofcially Quoted	Ofcial quotation of the Units on the market operated by the ASX.
PDS	This Product Disclosure Statement dated 22 May 2015.
Portfolio	The Properties owned by the Fund, from time to time.
Priority Ofer	The Priority Ofer to Existing Investors that allow a subscription in priority to new Investors up
	to (in aggregate) $2.5 million.
Priority Ofer	The Application Form to be completed by Existing Investors in respect of the Priority Ofer.
Application Form
Pro Forma Balance	Pro forma balance sheet as set out in Section 6.
Sheet
Pro Forma Historical	Pro forma historical fnancial information as set out in Section 6.
Financial Information
Pro Forma Net Proft	Net proft (excluding Transaction Costs).
Properties	The properties owned by the Fund, as outlined in Section 3, and if the context requires, New
	Acquisitions from time to time.
Registry	Link Market Services Limited (ACN 083 214 537).
REIT	Real Estate Investment Trust.
Responsible Entity	GARDA Capital Limited (ABN 53 095 039 366) (AFSL 246714), in its capacity as responsible
	entity of the Fund.
Retail Investor	A person who is a resident of Australia and is not otherwise treated as a Sophisticated Investor
	or Institutional Investor.
Schemes	Managed investment schemes, including the Fund and Magnum, of which GARDA Capital
	Limited or GFML are the responsible entity.
Secured Loan	The document entitled “Secured Loan Agreement” dated 20 June 2013 entered into between
Agreement	the Associate Lenders and the Responsible Entity.
Settlement	Settlement of the subscriptions for Units under the Ofer expected to take place on
	30 June 2015.
Sophisticated Investor	Private clients of a Broker who are “sophisticated investors” or “professional investors” within
	the meaning of Section 708 of the Corporations Act and “wholesale clients” under Section 761G
	of the Corporations Act.
Transaction	A series of transactions or steps involving the following:
Transaction Costs	• the execution of fnancing documents in relation to the New Debt Facility and satisfaction of each condition precedent in the fnancing documents; • the completion of the Ofer; • the reduction of the level of debt in the Fund contemplated in this PDS; and • the Listing. Costs associated with the Ofer.
Underwriter	Morgans Corporate Limited (ACN 010 539 607).
Underwriting	The agreement between the Lead Manager and the Responsible Entity, pursuant to which the
Agreement	Lead Manager has agreed to underwrite the Ofer, as described in Section 12.3.
Unit	An ordinary fully-paid unit in the Fund.
Unitholder	A registered holder of Units in the Fund.
Valuer	m3property.
WACR	Weighted Average Capitalisation Rate.
WALE	Weighted Average Lease Expiry (by income) measured in years.
Website	The website in relation to the ofer being www.gardacapital.com.au.

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SECTiON 16 APPLiCATiON FORMS

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GARDA Capital Limited

(ABN 53 095 039 366) (AFSL 246714) is the Responsible Entity of the GARDA Diversified Property Fund (ARSN 104 391 273).

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Broker Code Adviser Code
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Broker Firm Offer Application Form

This is an Application Form for Units in GARDA Diversified Property Fund under the Broker Firm Offer on the terms set out in the PDS dated 22 May 2015. You may apply for a minimum of $2,000 and multiples of $100 thereafter. This Application Form and your cheque or bank draft must be received by your Broker by the deadline set out in their offer to you.

If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. The PDS contains information relevant to a decision to invest in Units and you should read the entire PDS carefully before applying for Units.

==> picture [417 x 523] intentionally omitted <==

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Units applied for Price per Unit Application Monies
A , , at A$1.00 B A$ , , .
(minimum $2,000, thereafter in multiples of $100)
PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names)
Applicant #1
Surname/Company Name
C
Title First Name Middle Name
Joint Applicant #2
Surname
Title First Name Middle Name
Designated account e.g. (or Joint Applicant #3)
TFN/ABN/Exemption Code
First Applicant Joint Applicant #2 Joint Applicant #3
D
PAGES LEFT BLANK
TFN/ABN type – if NOT an individual, please mark the appropriate box Company Partnership Trust Super Fund
INTENTIONALLY IN LIEU OF THE
PLEASE COMPLETE ADDRESS DETAILS
PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable) BROKER APPLICATION FORM
E
Unit Number/Level Street Number Street Name
Suburb/City or Town State Postcode
Email address (only for purpose of electronic communication of Unitholder information)
CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)
F X
Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the
registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Units issued as a result of the
Offer will be held on the issuer sponsored sub-register.
Telephone Number where you can be contacted during Business Hours Contact Name (PRINT)
G ( )
Cheques or bank drafts should be drawn up according to the instructions given by your Broker.
Cheque or Bank Draft Number BSB Account Number
H -
Total Amount A$ , , .
LODGEMENT INSTRUCTIONS
You must return your application so it is received by your Broker by the deadline set out in their offer to you.
GDF BRO001
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Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

The Units to which this Application Form relates are GARDA Diversified Property Fund Units. Further details about the Units are contained in the PDS dated 22 May 2015 issued by GARDA Capital Limited. The PDS will expire 13 months after the date of the PDS. While the PDS is current, GARDA Capital Limited will send paper copies of the PDS, any supplementary document and the Application Form, free of charge on request.

The Australian Securities and Investments Commission requires that a person who provides access to an electronic application form must provide access, by the same means and at the same time, to the relevant PDS. This Application Form is included in the PDS.

The PDS contains important information about investing in the Units. You should read the PDS before applying for Units.

A Insert the number of Units you wish to apply for. The Application must be for a minimum of $2,000 and thereafter in multiples of $100. You may be issued all of the Units applied for or a lesser number.
B Insert the relevant amount of Application Monies. To calculate your Application Monies, multiply the number of Units applied for by the issue price. Amounts should be in Australian dollars. Please make sure the amount of your cheque or bank draft equals this amount.
C Write the full name you wish to appear on the register of Units. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title.
D Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, GARDA Capital Limited will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments.
E Please enter your postal address for all correspondence. All communications to you from GARDA Capital Limited and the Unit Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
F If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Units will be issued to GARDA Diversified Property Fund’s issuer sponsored subregister.
G Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application.
H Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should agree with the amount shown in section B.
If you receive a firm allocation of Units from your Broker make your cheque payable to your Broker in accordance with their instructions.

CORRECT FORMS OF REGISTRABLE NAMES

CORRECT FORMS OF REGISTRABLE NAMES	CORRECT FORMS OF REGISTRABLE NAMES	CORRECT FORMS OF REGISTRABLE NAMES
PAGES LEFT BLANK INTENTIONALLY IN LIEU OF THE BROKER APPLICATION FORM Note that ONLY legal entities are allowed to hold Units. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the benefciary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below. Type of Investor Correct Form of Registration Incorrect Form of Registration Individual Usegiven names in full,not initials Mrs Katherine Clare Edwards K C Edwards Company Use Company’s full title,not abbreviations Liz Biz Pty Ltd Liz Biz P/L or Liz Biz Co. Joint Holdings Use full and complete names Mr Peter Paul Tranche & Ms Mary Orlando Tranche Peter Paul & Mary Tranche Trusts Use the trustee(s) personal name(s) Mrs Alessandra Herbert Smith Alessandra Smith Family Trust Deceased Estates Use the executor(s) personal name(s) Ms Sophia Garnet Post & Mr Alexander Traverse Post Estate of late Harold Post or Harold Post Deceased Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation Mrs Sally Hamilton Master Henry Hamilton Partnerships Use the partners’ personal names Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith Fred Smith & Son Long Names Mr Hugh Adrian John Smith-Jones Mr Hugh A J Smith Jones Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s) Mr Alistair Edward Lilley Vintage Wine Club Superannuation Funds Use the name of the trustee of the fund XYZ Pty Ltd XYZ Pty Ltd Superannuation Fund
INTENTIO Type of Investor	NALLY IN LIEU OF Correct Form of Registration	THE Incorrect Form of Registration
BROKER Individual Usegiven names in full,not initials	APPLICATION FO Mrs Katherine Clare Edwards	RM K C Edwards
Company Use Company’s full title,not abbreviations	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
Trusts Use the trustee(s) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased Estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post or Harold Post Deceased
Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners’ personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund

Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

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SECTiON 17 CORPORATE DiRECTORY

S E C T I O N 1 7 – C O R P O R AT E D I R E C T O R Y

17.1 CORPORATE DIRECTORY

GARDA DIVERSIFIED PROPERTY FUND

ARSN 104 391 273 ABN 17 982 396 608 Level 21, Blue Tower 12 Creek Street Brisbane QLD 4000

RESPONSIBLE ENTITY

GARDA Capital Limited ABN 53 095 039 366 AFSL 246714 Level 21, Blue Tower 12 Creek Street Brisbane QLD 4000

LEGAL ADVISER

King & Wood Mallesons Level 33, Waterfront Place 1 Eagle Street Brisbane QLD 4000

INVESTIGATING ACCOUNTANT

BDO Corporate Finance (Qld) Ltd Level 10, Blue Tower 12 Creek Street Brisbane QLD 4000

TAXATION ADVISOR

VALUER

m3property QLD Pty Ltd Level 2, 15 James Street Fortitude Valley QLD 4006

LEAD MANAGER AND UNDERWRITER

Morgans Corporate limited ACN 010 539 607 AFSL 235407 Level 29, Riverside Centre 123 Eagle Street Brisbane QLD 4000

CO-MANAGER

Taylor Collison Limited ABN 53 088 172 450 AFSL 247 083 Level 16 211 Victoria Square Adelaide SA 3000

OFFER INFORMATION LINE

Within Australia: 1300 668 378 Outside Australia: +61 1300 668 378

THE FUND’S WEBSITE

www.gardacapital.com.au

Ernst & Young Level 51, 111 Eagle Street Brisbane QLD 4000

AUDITOR

BDO Audit Pty Ltd Level 10, Blue Tower 12 Creek Street Brisbane QLD 4000

REGISTRY

Link Market Services Limited Level 15 324 Queen Street Brisbane QLD 4000

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191

S E C T I O N 1 7 – C O R P O R AT E D I R E C T O R Y

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AI assistant

GARDA PROPERTY GROUP — Capital/Financing Update 2015

64972_rns_2015-06-29_360d0aa7-fcb3-4227-ba98-c6963e0633db.pdf

G A R D A D i V E R S i F i E D P R O P E R T Y F U N D

P R O D U C T D i S C L O S U R E S TAT E M E N T

G A R D A D i V E R S i F i E D P R O P E R T Y F U N D

iMPORTANT iNFORMATiON

RESPONSIBLE ENTITY

LODGEMENT AND LISTING

EXPOSURE PERIOD

NOT INVESTMENT ADVICE

NO COOLING–OFF RIGHTS

ELECTRONIC PDS

FOREIGN JURISDICTIONS

UPDATED INFORMATION

VARIATION OF THE OFFER

FINANCIAL INFORMATION

INDEPENDENT VALUATIONS

FORWARD–LOOKING STATEMENTS

UNDERWRITING AGREEMENT

PHOTOGRAPHS, DIAGRAMS AND ARTIST’S RENDERINGS

DEFINITIONS, ABBREVIATIONS AND OTHER INFORMATION

DISCLAIMER

PRIVACY

FURTHER QUESTIONS

CHAiRMAN’S LETTER

Dear Investor

KEY OFFER iNFORMATiON

HOW TO INVEST

SECTiON 1 iNVESTMENT OVERViEW

1.1 INVESTMENT OVERVIEW

Re-leasing and vacancy risk

Property valuation risk

SECTiON 2 OVERViEW OF THE FUND

2.1 INTRODUCTION

2.2 OVERVIEW OF THE FUND

2.3 MAIN BENEFITS ASSOCIATED WITH AN INVESTMENT IN THE FUND

2.4 THE FUND’S STRATEGY

2.5 MANAGEMENT AND STRUCTURE OF THE FUND

ACQUISITION STRATEGY

2.6 FINANCING ARRANGEMENTS

2.6.1 EXISTING DEBT FACILITY

2.6.2 PROPOSED NEW DEBT FACILITY

2.6.3 INTEREST RATE HEDGING POLICY

2.7 VALUATION POLICY

2.8 DISTRIBUTION POLICY

2.9 REPORTING

SECTiON 3 PROPERTY PORTFOLiO

3.1 PORTFOLIO OVERVIEW

PROPERTY OVERVIEW

TOP TEN TENANT REVIEW

3.2 PORTFOLIO SUMMARIES

3.2.1 7-19 LAKE STREET, CAIRNS, QUEENSLAND (INCLUDING GRAFTON STREET LAND)

PROPERTY DETAILS

PROPERTY DESCRIPTION AND MARKET

[1]

3.2.2 BUILDING 2, 747 LYTTON ROAD, MURARRIE, QUEENSLAND

PROPERTY DETAILS

PROPERTY DESCRIPTION AND MARKET

3.2.3 142 BENJAMIN PLACE, LYTTON, QUEENSLAND

PROPERTY DESCRIPTION

3.2.4 12-14 THE CIRCUIT, BRISBANE AIRPORT, QUEENSLAND

PROPERTY DESCRIPTION AND MARKET

3.2.5 154 VARSITY PARADE, VARSITY LAKES, QUEENSLAND

PROPERTY DESCRIPTION AND MARKET

3.2.6 436 ELGAR ROAD, BOX HILL, VICTORIA

PROPERTY DESCRIPTION AND MARKET

BUILDING 7, 572-576 SWAN STREET, RICHMOND, VICTORIA

PROPERTY DESCRIPTION AND MARKET

SECTiON 4 MANAGEMENT OF THE FUND

4.1 THE RESPONSIBLE ENTITY AND MANAGER

4.2 GARDA CAPITAL GROUP

4.2.1 OVERVIEW

GARDA – ORGANISATION STRUCTURE

4.3 BOARD OF THE RESPONSIBLE ENTITY

DAVID USASZ – INDEPENDENT CHAIRMAN

MATTHEW MADSEN – MANAGING DIRECTOR

MARK HALLETT – NON-EXECUTIVE DIRECTOR

PHILIP LEE – NON-EXECUTIVE DIRECTOR

LEYLAN NEEP – EXECUTIVE DIRECTOR/CFO/COMPANY SECRETARY

GARDA PROPERTY GROUP Capital/Financing Update 2015