GOODMAN GROUP — Governance Information 2006

Jun 29, 2006

Macquarie Goodman

30 June 2006

The Manager Company Notices Section Australian Stock Exchange Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

MACQUARIE GOODMAN GROUP ("MGQ") MACQUARIE GOODMAN FUNDS MANAGEMENT LIMITED ("MGFM") (ACN 067 796 641) AS RESPONSIBLE ENTITY OF MACQUARIE GOODMAN INDUSTRIAL TRUST ("MGI") (ARSN 091 213 839)

MGFM has amended the Constitution of MGI by Supplemental Deed Poll dated 30 June 2006.

The amendments incorporate ASIC Class Order 05/26 into the Constitution. This class order provides listed trusts with, among other things, a procedure for offering securities to unitholders under various circumstances.

A copy of the Deed Poll, incorporating the above amendments, is attached.

Please do not hesitate to contact the undersigned if you have any queries.

Yours faithfully

Islate

Carolyn Scobie Company Secretary

Level 10, 60 Castlereagh Street Sydney NSW 2000 GPO Box 4703 Sydney NSW 2001

Telephone 461 2 9230 7400 Facsimile +61 2 9230 7444 info@macquariegoodman.com.au www.macquariegeodman.com

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Supplemental deed

Dated $30\sqrt{ }$ yre 2006

Macquarie Goodman Funds Management Limited ACN 067 796 641 ("Responsible Entity")

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Mallesons Stephen Jaques Level 60 Governor Phillip Tower

1 Farrer Place Sydney NSW 2000 Australia T+61 2 9296 2000 F+61 2 9296 3999 DX 113 Sydney www.mallesons.com

8450334_1 (2).doc

Supplemental deed
Contents

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Details	1
	General terms	2
1	Interpretation	2
1.1	Definitions	$\overline{c}$
1.2	Deed supplemental to Constitution	$\overline{c}$
1.3	Headings	$\overline{2}$
2	Modifications to the Constitution	2
3	No redeclaration etc	2
4	Governing law	2

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Supplemental deed

Details

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Responsible Entity	Name		Macquarie Goodman Funds Management Limited
	ABN/ACN Capacity		ACN 067 796 641
			responsible entity of the Scheme
Address			Level 10, 60 Castlereagh Street Sydney NSW
Recitals	А under Chapter 5C of the Corporations Act.		The Scheme was constituted under the Constitution. The Scheme is registered as a managed investment scheme
	в		Section 601GC(1) of the Corporations Act provides that the constitution of a registered scheme may be modified, or repealed and replaced with a new constitution:
		(a)	by special resolution of the members of the scheme; or
		(b)	by the responsible entity if it reasonably considers the change will not adversely affect members' rights.
	C		Under clause 22.1 of the Constitution, the Responsible Entity may, if the Corporations Act allows, modify the Constitution by supplemental deed
	D	the Constitution.	Clause 34 of the Constitution specifies that the Responsible Entity may declare in writing that any Class Order issued by ASIC will be taken to be incorporated in
Е			The Responsible Entity wishes to modify the Constitution as set out in this deed.
	F The Responsible Entity reasonably considers that the modifications to the Constitution contained in this deed will not adversely affect the rights of Members of the Scheme.
Governing law	New South Wales
Date of deed	See Signing page

Supplemental deed

General terms

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$\overline{\mathbf{1}}$ Interpretation

$1.1$ Definitions

In this deed, these words and phrases have the following meanings and any other words and phrases have the meaning given to them in the Constitution. unless the contrary intention appears:

Constitution means the deed dated 13 December 1989 under which the Scheme was constituted as amended from time to time.

Effective Date means the date that a copy of this deed is lodged with the Australian Securities and Investments Commission.

Scheme means the registered managed investment scheme currently named Macquarie Goodman Industrial Trust (ARSN 091 213 839).

$1.2$ Deed supplemental to Constitution

This deed is supplemental to the Constitution.

$1.3$ Headings

Headings are inserted for convenience only and do not affect the interpretation of this deed.

$\overline{2}$ Modifications to the Constitution

The Responsible Entity declares pursuant to clause 34 that ASIC Class Order 05/26 is incorporated into the Constitution and the Constitution is modified accordingly with effect from the Effective Date.

3 No redeclaration etc

The Responsible Entity declares that it is not, by this deed:

• redeclaring the Trust; or $(a)$
• causing the transfer, vesting or accruing of property in any person. $(b)$

4 Governing law

This deed is governed by the laws in force in the place specified in the Details. Each person affected by it must submit to the non-exclusive jurisdiction of the courts of that place and the courts of appeal from them.

EXECUTED as a deed

DATED: 30 Une 2006

EXECUTED by MACQUARIE GOODMAN FUNDS MANAGEMENT LIMITED in accordance with section $127(1)$ of the Corporations Act 2001 (Cwlth) by authority of its directors:

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$\lambda$ Signature of director $\mathcal{L}$

GREG GOODMAN Name of director (block letters)

Signature of director/company secretary

Galax MN UCRIE

Name of director/company secretary (block letters)