Market Broduct Disclosure Statement

Non-renounceable Entitlement Offer and Public Offer 23 April 2007

ING Real State Community Living Punch ARSN 107 459 576

ING Real Estate Community Living Management Trust AKNIDZORZIN

Issuerant Responsible Entity ING Management Limited ABN 15 006 065 032 AFS License 2875821

Underwriter J.P. Morean Australia Limited ABN 52 002 888 011

Notice & disclaimer

This Product Disclosure Statement (PDS) is dated 23 April 2007 and is issued by ING Management Limited (IML) as Responsible Entity of the ING Real Estate Community Living Fund (ARSN 107 459 576) and ING Real Estate Community Living Management Trust (ARSN 122 928 410) (together fLF or the Fund). A copy of this PDS was lodged with the Australian Securities and Investments Commission (ASIC) on 23 April 2007. Neither ASIC nor the Australian Securities Exchange (ASX) takes responsibility for the contents of this PDS. No person is authorised to provide any information or to make any representation in connection with the PDS, which is not contained in this PDS. Any information or representation not in this PDS may not be relied on as having been authorised by IML in connection with the PDS.

Capital and investment returns are not quaranteed

Investments in the Fund are not deposits with or investments in, or liabilities of IML or any other member of ING, and are subject to investment risk, including delays in repayment and loss of income and capital invested. None of IML or any other member of ING quarantee any particular rate of return on the Units or the performance of the Fund, nor do they quarantee the repayment of capital from the Fund.

This is not investment advice - you should seek your own financial advice

This PDS does not take into account your investment objectives, financial situation and particular needs. It is important that you read the entire PDS before making any decision to invest. This PDS is issued solely in relation to the Offer and should not be relied upon for any other purpose. You should also consider the risk factors that could affect the financial performance of the Fund. All these factors should be considered in light of your particular investment needs, objectives and financial circumstances (including financial and taxation issues). You should seek professional advice from a broker, financial adviser or other licensed professional adviser before deciding whether to invest. Some of the risk factors that you should consider are set out in Section Five: Investment Risks.

Selling restrictions apply

The distribution of this PDS in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This PDS does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Units or otherwise permit the public offer of Units outside Australia. Units will only be issued to investors who have submitted an Entitlement and Acceptance Form or a Public Offer Application Form which was issued together with this PDS.

This PDS is available to Australian investors (and New Zealand investors in respect to the Entitlement Offer) in paper form and as an electronic PDS (in respect to the Public Offer only) which may be viewed online at www.ingrealestate.com.au/investment. The offer of New Units under the Public Offer pursuant to this PDS is available to persons receiving an electronic version of this PDS in Australia. Applications for New Units made by Australian investors (and New Zealand investors in respect to the Entitlement Offer) may only be made on the Application Form attached to or accompanying this PDS or, in respect to the Public Offer, on the online Public Offer Application Form as downloaded in its entirety from www.ingreslestate.com.au/investment.

The Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to, or accompanied by, the complete and unaltered version of the PDS.

Forward looking statements

This PDS includes forward looking statements based on the current expectations for the Fund about future events. The prospective information is, however, subject to risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations described in the prospective information. Factors that may affect future financial performance include those risks identified in Section Five of this PDS, the assumptions set out in Section Four not proving correct and other matters not currently known to, or considered material by IML. Statements of intent in relation to future events should not be taken to be a forecast or prediction that those events will occur. Actual events or results may differ materially from events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. None of ING, IML, their respective officers or any person named in this PDS or involved in the preparation of this PDS makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. Accordingly, you are cautioned not to place undue reliance on those statements. The forward looking statements in this PDS reflect views held by IML only as at the date of this PDS.

Content of PDS

Information contained within this PDS is subject to change from time to time. Where the change is materially adverse to the Offer. IML will make updated information available as is required by the law. Where the change is not materially adverse the updated information may be made available as soon as practicable at www.ingrealestate.com.au/investment. Persons may obtain a paper copy of this updated information free of charge by contacting IML using the details in the Corporate Directory or contacting Link Market Services Limited on 1300 653 497 (local call cost) or +61 2 8280 7057. Notifications may not be made with respect to changes to the Offer or the information set out in this PDS that are not materially adverse.

Definitions

A number of words and terms used in this PDS have defined meanings that appear in the Giossary. All references to \$ are to Australian dollars.

Photographs

The properties depicted in the photographs in this PDS are properties in which the Fund has or will have an interest unless otherwise stated.

About the Fund

ING Real Estate Community Living Group consists of two trusts, ING Real Estate Community Living Fund (ARSN 107 459 576) and ING Real Estate Community Living Management Trust (ARSN 122 928 410) whose units are stapled together and trade as one entity. For ease of reference, ING Real Estate Community Living Group is referred to as the "Fund" or "ILF" and the stapled securities of the two trusts are referred to as "Unit" or "Units" in this PDS.

The Fund is the only listed property group on the Australian Securities Exchange (ASX) specialising in seniors and student housing communities, and has recently been included in the S&P/ASX 300 Property Trust index.

The Fund offers a diversified investment in these communities in Australia, Canada, New Zealand and the United States with key joint venture relationships and experienced management teams driving earnings growth for investors. On completion of the transactions outlined in this PDS the Fund will have total assets of \$1.2 billion across 118 properties.

The portfolio has a significant allocation to North American seniors housing which provides a number of benefits for investors. The North American seniors housing market is based on rental income, which provides a reliable, transparent income stream to investors with the opportunity for above average rental growth. This market has been established for many decades, providing the Fund with high quality assets supported by experienced professional management.

The ageing populations in both Australia and North America provide considerable opportunities for the Fund, where increased demand for quality seniors housing communities is expected to continue over the long term. In the United States alone there are currently approximately 35 million people aged 65 years and over. This is projected to increase to approximately 71 million by 2030¹. The Fund is well placed to satisfy the accommodation needs of the baby boomer generation as this large and comparatively wealthy population segment ages.

Student housing also benefits from favourable demographic trends. The Fund's strategy for investment in student housing is to focus on locations which are expected to experience strong growth in student enrolments.

While North America will remain a significant part of the Fund's offshore strategy due to the size of its population and asset quality, the Fund will continue to seek opportunities in other markets. ING Real Estate's global business will assist in achieving this strategy, along with other groups such as the Fund's successful joint venture with Chartwell Seniors Housing REIT (Chartwell).

The graph below² sets out the price performance of ILF Units relative to the S&P/ASX 300 Property Trust index since 20 June 2005, the date on which ING Management Limited became Responsible Entity of the Fund.

¹ US Census Bureau, 2004

² ING Management Limited

Offer at a glance

The Issue Price of New Units under this Offer is \$1.34, a 4% discount to the recent trading price of the Fund's Units¹, with no brokerage or other costs payable.

The forecast distribution for the year to 30 June 2008 is 11.45 cents per Unit. an 8.5% per annum return on the Issue Price, of which 90% is estimated to be tax deferred

In addition, New Units will be entitled to the full distribution for the three months to 30 June 2007, anticipated to be 2.675 cents per Unit.

Existing Unitholders in the Fund can subscribe for 1 New Unit for every 2.791 Units held at the Record Date under the Entitlement Offer, plus additional New Units under the Public Offer. If you are not an Existing Unitholder in the Fund you may subscribe for New Units under the Public Offer.

iniziale the Delice	Lady Augustante Date	Firi Attine Brit
Record date for determining Entitlement to New Units	7pm, 27 April 2007
Offer opens to Existing Retail Unitholders and members of the public	1 May 2007
Last date for receipt of Entitlement & Acceptance / Public Offer Application Forms at Unit Registry	7 May 2007*	5 June 2007
New Units allotted	14 May 2007+	13 June 2007
Trading in New Units commences	14 May 2007+	13 June 2007
Holding statements dispatched to investors	15 May 2007 ⁺	14 June 2007

Key dates Retail Entitlement Offer and Public Offer²

Based on the volume weighted average price of Existing Units traded in the five Business Days up to and including 20 April 2007, being \$1.40. The market value of New Units may be less than the Issue Price on the date the New Units are allotted and/or may trade lower after allotment.

^2. The timetable for Institutional Investors to subscribe for their Entitlement is set out in Section One: Key Features of the Offer & the Fund.

^3. IML reserves the right, subject to the Corporations Act and ASX Listing Rules, to close the Offer early, extend the closing date of the Offer, or withdraw it without prior notice. Applicants are therefore encouraged to submit their Entitlement & Acceptance Form or Public Offer Application Form as early as possible.

⁺ Early Acceptance Date does not apply to the Public Offer

Your Orestons Answered J. Key Teatures of the Offer & the Fund J. Overview of the Fund & its Management e de la Sector Res Pender Har Investment of the No Section four Financel Information Strategy en 19 Investment Risks Section Five: straatike Fees & Costs Communication of the Structure of Structure Structure Structure Structure Structure Structure Structure Structure Structure Structure Structure Structure Structure Structure Structure Structure Structure Stru Section Stx Section Sever Additional Information nor_ian investor Information 24) Aecipe Eght - 7

girta kunisto ing Astrik

Section One

Chief Executive Officer's Letter

Dear Investor

On behalf of ING Management Limited (IML), it is my pleasure to invite you to invest in the ING Real Estate Community Living Group Entitlement Offer and Public Offer. Existing Unitholders can subscribe for 1 New Unit for every 2.791 Units held at the Record Date under the Entitlement Offer, plus additional New Units under the Public Offer. If you are not an Existing Unitholder you may subscribe for New Units under the Public Offer.

The Offer will raise \$155 million in new equity to fund:

the acquisition of a 50% interest in a portfolio of eight Long Term Care (LTC) facilities in Toronto. Canada $\rightarrow$ (Regency Portfolio).
the acquisition of a portfolio of three retirement villages in Western Australia and one retirement village in $\rightarrow$ Queensland (Settlers Portfolio).
a further investment in the Fund's US Joint Venture with Chartwell. $\sim$

The acquisition of the Regency Portfolio marks the Fund's entry into the Canadian seniors market and further strengthens the Fund's relationship with Chartwell that was formed in June 2005. Through this relationship with Chartwell, the Fund's US Joint Venture owns approximately US\$1 billion in seniors housing communities across 11 States in the United States

The Fund offers a diversified investment in seniors and student housing across Australia, Canada, New Zealand and the United States with key joint venture relationships and experienced management teams driving earnings arowth for investors.

The ageing populations in both Australia and North America provide considerable opportunities for the Fund, where increased demand for quality seniors housing communities is expected to continue over the long term. Student housing also presents opportunities for the Fund to invest in locations experiencing strong growth in student enrolments.

The Issue Price of New Units is \$1.34, a 4% discount to the recent trading price of the Fund's Units' with no brokerage or other costs payable.

The forecast distribution for the year to 30 June 2008 is 11.45 cents per Unit, an 8.5% per annum return on the Issue Price, of which 90% is estimated to be tax deferred, In addition. New Units will be entitled to the full distribution for the three months to 30 June 2007, anticipated to be 2.675 cents per Unit.

ING Real Estate has extensive experience in property funds management in Australia and currently, through IML and other related entities, manages eight property trusts on behalf of over 60,000 investors. Since assuming management of the Fund in June 2005. ING Real Estate's management team has increased the income distributions to investors by 30% to 10.70 cents per Unit to 30 June 2006. Income distributions are forecast to be 11.45 cents per Unit for the year ended 30 June 2008, which if achieved would represent a 39% increase since June 2005. Continuing this growth in distributions remains management's key focus.

I encourage you to read this Product Disclosure Statement (PDS) carefully, in particular Section Five: Investment Risks, and to consult your financial adviser before making any investment decision. If you have any enquiries about the Offer please contact the Unit Registry, Link Market Services Limited on 1300 653 497 or your financial adviser.

We welcome your participation in this new investment opportunity.

Yours faithfully

Hugh Thomson Chief Executive Officer ING Management Limited

* Based on the volume weighted average price of Existing Units traded in the five Business Days up to and including 20 April 2007, being \$1.40. The market value of the Units may be less than the issue price on the date the New Units are allotted, and/or may trade lower after allotment

Your Questions Answered

The table below includes some commonly asked questions and answers in relation to the Offer, and where to find more information within this PDS. This section should be read in conjunction with the remainder of the information contained in this PDS.

Question	Answer	Where to find more information: Section(s)
Issuer	ING Management Limited (IML), as Responsible Entity of the ING Real Estate Community Living Group (comprising ING Real Estate Community Living Fund (ILF Fund) and ING Real Estate Community Living Management Trust (ILF Trust) (together ILF or Fund).	Two.
The Offer	115.7 million fully paid New Units to raise \$155 million (Offer) comprising:	One
	a non-renounceable Entitlement Offer of 1 New Unit $!>$ for every 2.791 Units held at the Record Date; and
	a Public Offer of 3.7 million New Units plus any New $!>$ Units not subscribed for under the Entitlement Offer.
Purpose of the Offer	The Offer will raise \$155 million to fund the acquisition of a 50% interest in a portfolio of eight Long Term Care facilities in Toronto, the acquisition of a portfolio of three retirement villages in Western Australia and one retirement village in Queensland and a further investment in the Fund's US Joint Venture with Chartwell.	One
Issue Price!	The Issue Price under the Offer is \$1.34, a 4% discount to the volume weighted average price of Units traded on the ASX over the five Business Days up to and including 20 April 2007.	One
How many New Units can an Existing Unitholder apply for?	Existing Unitholders can subscribe for 1 New Unit for every 2.791 Units held in the Fund at the Record Date. The Entitlement and Acceptance Form sets out the Existing Unitholder's Entitlement to New Units under the Offer. Existing Unitholders may choose to subscribe for some or all of their Entitlement.	One
Can Existing Unitholders apply for more than their	Yes, Existing Unitholders can apply for more than their Entitlement.	One
Entitlement?	There is no guarantee that New Units in addition to the Existing Unitholder's Entitlement will be issued to an Existing Unitholder who applies for additional New Units and any amount by which an application from an Existing Unitholder exceeds their Entitlement may be scaled back at the absolute discretion of IML, in consultation with the Underwriter.

¹ The market value of New Units may be less than the Issue Price on the date the New Units are allotted and/or may trade lower after allotment.

What if Existing Unitholders do not wish to apply?	If you do not wish to subscribe for any of your Entitlement to New Units then you do not need to take any further action and your existing holding in the Fund will remain unchanged. It is advisable to read this PDS which provides information on the Fund's recent acquisitions and forecast financial information.	One
Can Existing Unitholders apply for less than their Entitlement?	Yes, Existing Unitholders can apply for less than their Entitlement.	One
Can members of the public apply for New Units?	Public Investors can participate in the Public Offer and may apply for New Units pursuant to this PDS. Public Investors may do so by completing the Public Offer Application Form attached to this PDS.	One
	There is no guarantee that New Units will be issued to a Public Investor who applies for New Units and any scaleback of the Public Offer will occur at IML's discretion in consultation with the Underwriter.
How do I apply?	Existing Unitholders will receive a personalised Entitlement and Acceptance Form setting out their Entitlement to New Units.	One and Entitlement &
	Public Investors should use the Public Offer Application Form at the back of this PDS or the Public Offer Application Form accompanying the electronic version of the PDS.	Acceptance Form or Public Offer Application Form
	The Entitlement and Acceptance Form or Public Offer Application Form must be completed and submitted to the Unit Registry in accordance with the instructions set out on the reverse of the form. If you misplace either the Entitlement and Acceptance Form or the Public Offer Application Form please contact the Unit Registry and request a replacement.
	The Entitlement and Acceptance Form or the Public Offer Application Form must be accompanied by the full payment by cheque. Cheques are to be payable to "ING Management Limited - ILF Offer Account", crossed "Not Negotiable" and sent to the Unit Registry in the reply paid envelope provided.
	The Offer closes at 5.00 pm (Sydney time) on 5 June 2007 (Final Acceptance Date) and the Entitlement and Acceptance Forms and Public Offer Application Forms must be received by the Unit Registry on or before this date in order to participate in the Offer.
	If Existing Unitholders submit their Entitlement and Acceptance Form on or before 5pm (Sydney time) on 7 May 2007 (Early Acceptance Date), then New Units will be allotted to those Existing Unitholders earlier.
	IML reserves the right, subject to the Corporations Act and ASX Listing Rules, to close the Offer early, extend the closing date of the Offer, or withdraw it without prior notice.
Is there a cooling off period?	There is no cooling off period in relation to applications. Once an application has been lodged with IML it cannot be withdrawn.

What are the significant benefits of the Offer?	The forecast distribution for the year to 30 June 2008 is 11.45 cents per Unit, an 8.5% per annum return on the Issue Price, of which 90% is estimated to be tax deferred. New Units will also be entitled to the anticipated distribution of 2.675 cents per Unit for the June 2007 quarter if held on the record date, which is expected to be 29 June 2007.	One
	The Fund offers a diversified investment in the seniors and student housing sectors across Australia, Canada, the United States and New Zealand with key joint venture relationships and experienced management teams driving earnings growth for investors. On completion of the transactions outlined in this PDS the Fund will have total assets of \$1.2 billion across 118 properties.
	The ageing populations in both Australia and North America provide considerable opportunities for the Fund, where increased demand for quality seniors housing communities in expected to continue over the long term. Students housing also presents opportunities for the Fund to invest in locations experiencing strong growth in student enrolments.
	IML is an experienced property funds manager and is part. of the global ING Real Estate business.
What are the potential significant risks of the Offer?	Distributions of income by the Fund are not guaranteed. The price at which the Units trade on the ASX may rise as well as fall. Before applying for New Units, Existing Unitholders and Public Investors should carefully consider the risks associated with this investment and consult their financial adviser before making any investment decision.	Five
Will the Offer proceed?	The Entitlement Offer is fully underwritten by JPMorgan (Underwriter), subject to the provisions of the Underwriting Agreement.	Seven
When can I trade the New Units?	If you are an Existing Unitholder and you return your Entitlement and Acceptance Form on or before 7 May 2007 (Early Acceptance Date), your New Units will be allotted on 14 May 2007, and holding statements will be mailed out the next day. Trading on the ASX is expected to commence on or around 14 May 2007.	One
	If you return the Public Offer Application Form on or before 5 June 2007 or the Entitlement and Acceptance Form after the Early Acceptance Date but on or before 5 June 2007 (Final Acceptance Date), your New Units will be allotted on 13 June 2007 and holding statements will be mailed to you shortly after the allotment of New Units. Trading on the ASX is expected to commence on or around 13 June 2007 and the New Units will trade under the existing code immediately.

What are the significant tax implications?	You are subject to Australian tax on distributions from the Fund and upon disposal of your Units.		Eight
Fund gearing	After the completion of the Offer, the Gearing of the Fund will be approximately 55%.		Four
	For further details on the calculation of the Fund's Gearing refer to Section 4.2.
Fees and costs	There are various fees and costs which will be paid by the Fund, including fees payable to the Underwriter in connection with the Offer.		Six.
What if I have a complaint?	All complaints relating to the Fund will be governed by the Fund's Constitution and IML's Complaints Policy.		Eight
How can further information be obtained?	Please speak to your broker, financial adviser or other professional adviser, or contact Link Market Services Limited on 1300 653 497 (local call cost) or +61 2 8280 7057.		Directory
Where do I send my completed Entitlement and Acceptance Form or Public Offer Application Form?	Completed Entitlement and Acceptance Forms or Public Offer Application Forms and cheques can be returned using the enclosed reply paid envelope, or forwarded to:		Entitlement & Acceptance Form or Public Offer Application Form
	By mail	Hand delivery
	ING Real Estate Community Living Group	ING Real Estate Community Living Group
	C/- Link Market Services Limited Locked Bag A14 SYDNEY SOUTH NSW 1235	C/- Link Market Services Limited Level 12, 680 George Street SYDNEY NSW 2000

Danisla Key Features of the Offer & the Fund

Section One: Key Features of the Offer & the Fund

This section contains a summary of the key features of the Offer and the Fund. It should be read in conjunction with the remainder of the information contained in this PDS

11 The Offer

The Offer will raise \$155 million in new equity to fund:

the acquisition of a 50% interest in a portfolio of eight Long Term Care facilities in Toronto, Canada (Regency Portfolio) and marks the Fund's entry into the Canadian Seniors housing market.
the acquisition of a portfolio of three retirement villages located in Western Australia and one retirement village in Queensland (Settlers Portfolio).
a further investment in the Fund's US Joint Venture with Chartwell that owns approximately US\$1 billion in seniors housing communities across 11 states of the United States.

The source and application of the equity is as follows:

Kolle:	k fil	Application	A TIT
Proceeds of the Offer	155.0	Purchase of Settlers Portfolio	49.7
		Purchase of Regency Portfolio*	49.2
		Investment in US Joint Venture	36.5
		Working capital	15.7
		Equity issue costs	3.9
Total	155.0	Total	155.0

CR converted at a rate of AS1=CS0.938

US\$ converted at A\$1=US\$0.831

* 50% interest

The Offer is structured in three parts:

the Entitlement Offer of 112.0 million New Units to raise \$150 million comprising:
the Retail Entitlement Offer: and
the Institutional Entitlement Offer: and
the Public Offer of 3.7 million New Units to raise \$5 million plus any amount not subscribed for under the $\geq$ Entitlement Offer.

The Retail Entitlement Offer and the Institutional Entitlement Offer are open to Unitholders who hold Units in the Fund as at 7pm, 27 April 2007 (Record Date) with registered addresses in Australia or New Zealand (Existing Unitholders). Under the Entitlement Offer. Existing Unitholders may subscribe for 1 New Unit for every 2.791 units currently held (Existing Units), at an Issue Price of \$1.34 per New Unit.

The Entitlement Offer is non-renounceable which means Existing Unitholder's Entitlement cannot be transferred or sold. The New Units to be issued under this PDS are transferable.

In the event there is a shortfall in Existing Unitholders taking up their Entitlement under the Entitlement Offer. Existing Unitholders may also elect to subscribe for more than their specified Entitlement on the Entitlement and Acceptance Form. IML, in consultation with the Underwriter, will retain its discretion to accept or scale back applications from Existing Unitholders who subscribe for more than their Entitlement.

Retail Entitlement Offer

The Entitlement and Acceptance Form which accompanies this PDS shows the number of New Units to which Existing Retail Unitholders are entitled (Entitlement). Existing Unitholders may choose to subscribe for some or all of their Entitlement. Existing Unitholders may also apply for New Units in excess of their Entitlement under the Public Offer.

Existing Retail Unitholders will be given the opportunity to take up their Entitlement under the Retail Entitlement Offer which opens on 1 May 2007.

Existing Retail Unitholders may elect to take up their Entitlement either:

as part of the Initial Allotment by submitting their Entitlement and Acceptance Form no later than 5pm on 7 May 2007 (Early Acceptance Date); or
as part of the Final Allotment by submitting their Entitlement and Acceptance Form no later than 5pm on 5 June 2007 (Final Acceptance Date).

Existing Retail Unitholders cannot choose to subscribe for their Entitlement partly under the Initial Allotment and partly under the Final Allotment.

There is no cooling off period in connection with the Offer. Once an Entitlement and Acceptance Form has been submitted to the Unit Registry it cannot be withdrawn.

No interest will be payable to investors in respect of Application Monies received by the Unit Registry prior to allotment. Any interest will accrue to the Fund.

Institutional Entitlement Offer

Existing Institutional Unitholders eligible to participate in the Institutional Entitlement Offer are given the opportunity to take up their Entitlement from 23 April 2007 to 24 April 2007. The New Units issued pursuant to any Entitlement taken up by Existing Institutional Unitholders will be issued on the Initial Allotment Date.

Public Offer

The Public Offer is an offer of New Units to Existing Unitholders as well as members of the public in Australia. Public Offer applications must be for a minimum of 2,000 New Units.

The allocation of New Units under the Public Offer will be determined by, and at the discretion of, IML and the Underwriter

1.2 How to apply

Existing Unitholders

If you want to apply for some or all of your Entitlement, complete and return your personalised Entitlement and Acceptance Form together with your cheque for payment, calculated by multiplying the number of New Units you apply for by the Issue Price of \$1.34.

If you want to apply for additional New Units in excess of your Entitlement, you may do so under the Public Offer by completing the section marked "B" on your personalised Entitlement and Acceptance Form.

New investors in Australia

If you want to apply for New Units under the Public Offer, complete and return the Public Offer Application Form located at the back of this PDS, together with your cheque for payment, calculated by multiplying the number of New Units you apply for by the Issue Price of \$1.34.

Payments

All payments must be in Australian currency and cheques must be drawn on an Australian branch of a financial institution. Cheques should be made payable to "ING Management Limited - ILF Offer Account" and crossed "Not Negotiable". Instructions on where to send your Application Form and cheque are included on the back of the Application Form.

Investors applying through brokers

If you apply to invest through a broker you should apply for New Units and submit payment in full for such New Units according to the instructions received from your broker. Your broker will act as your agent in submitting your Application Form and Application Monies. It is a matter for the broker to determine how the New Units are allotted to you.

IML and the Underwriter take no responsibility for any acts or omissions of any broker in connection with your application.

Online applicants

A broker may, to the extent permitted by law, make this PDS available on its website and provide an online application facility for the submission of online Application Forms and Application Monies.

Online Application Forms and Application Monies lodged with a broker providing an online application facility must be lodged in accordance with the instructions provided by the broker.

1.3 Allotment and trading of New Units

Entitlement and Acceptance Forms submitted on or before 7 May 2007 (Early Acceptance Date), will have the New Units allotted on or around 14 May 2007.

Entitlement and Acceptance Forms submitted after the Early Acceptance Date and on or before the Final Acceptance Date and Public Offer Application Forms submitted on or before the Final Acceptance Date will have the New Units allotted on or around 13 June 2007. A holding statement will be mailed to you the day after allotment of the New Units confirming the allotment and the total number of New Units you own after allotment.

All New Units (including those allotted under the Early Acceptance Date) will be entitled to the June 2007 quarter distribution payable in August 2007, anticipated to be 2.675 cents per Unit, if held at the record date which is expected to be 29 lune 2007

The Responsible Entity will apply for quotation of the New Units on the ASX, and while quotation by the ASX is discretionary, it is anticipated that trading will commence the day of allotment on 13 June 2007 (14 May 2007 for New Units allotted under the Early Acceptance Date).

1.4 Important dates for the Retail Entitlement Offer, Public Offer and Institutional Entitlement Offer (Offer)

The important dates in relation to the Offer are shown in the table below:

Informations	Barly Acceptance Date	Minal Acceptance Date
Record date for determining Entitlement to New Units	7pm, 27 April 2007
Offer opens to Existing Retail Unitholders and members of the public	1 May 2007
Last date for receipt of Entitlement & Acceptance /Public Offer Application Forms at Unit Registry	7 May 2007*	5 June 2007
New Units allotted	14 May 2007 ⁺	13 June 2007
Trading in New Units commences	14 May 2007 ⁺	13 June 2007
Holding statements dispatched to investors	15 May 2007+	14 lune 2007

Institutions I amulanam offers 3	Baily Acceptance Date
Record date for determining Entitlement to New Units	7 pm, 27 April 2007
Institutional Entitlement Offer opens	23 April 2007
Institutional Entitlement Offer closes	24 April 2007
New Units allotted	14 May 2007
Trading in New Units commences	14 May 2007
Holding statements dispatched to investors	15 May 2007

*** The dates shown above may vary due to a number of factors. In particular IML reserves the right, subject to the applicable laws to extend the Offer period, close the Offer period early or accept late applications either generally or in particular cases. IML reserves the right to withdraw the PDS and the Offer at any time, in which Application Monies will be refunded without interest.

Early Acceptance Date does not apply to the Public Offer

You are strongly advised to confirm your holding before trading your New Units. Investors who self their New Units before they receive their holding statements do so at their own risk and ING. IML, the Unit Registry and the Underwriter disclaim any liability arising from investors doing so.

If IML receives applications for more than the number of New Units being offered under the Public Offer. applications for New Units under the Public Offer may be scaled back at IME's discretion in consultation with the Underwriter. This means you may not be allocated the number of New Units you apply for under the Public Offer. or any New Units at all. To the extent that any application for New Units in the Fund is not satisfied in part, or in whole, Application Monies will be refunded without interest.

No interest will be payable to Applicants in respect of Application Monies received by the Unit Registry prior to allotment. Any interest will accrue to the Fund for the benefit of all Unitholders.

Applications from Existing Unitholders that are in excess of their Entitlement may be satisfied from any Entitlement Offer shortfall or from the Public Offer. If there is an Entitlement Offer shortfall, IML and the Underwriter may allot New Units under the shortfall to Public Investors.

1.5 Voting rights and distribution policy

New Units will rank equally with Existing Units in all respects.

You will receive quarterly distributions from the Fund. Distributions may comprise both income accrued during the period and return of capital. The distributions will be paid directly into your bank account within two months of the end of the quarter. In particular, New Units will be entitled to the anticipated distribution of 2.675 cents per Unit for the quarter ending 30 June 2007, if held on the record date for that distribution, which is expected to be 29 June 2007.

1.6 Underwriting of the Offer

IML and JPMorgan have entered into an Underwriting Agreement dated on or about 23 April 2007. JPMorgan will underwrite the Offer by subscribing for any New Units not taken up under the Offer at an Issue Price of \$1.34. For further details on the Underwriting Agreement refer to Section 7.8.

1.7 The Investment Portfolio

Regency Portfolio

The Regency Portfolio consists of eight Long Term Care facilities in Toronto, Canada. This acquisition marks the Fund's entry into the Canadian Long Term Care sector, an asset class that provides stable cash flows through funding from the Ministry of Ontario for Health and Long Term Care (MOHLTC). The Fund has acquired a 50% interest in the portfolio with its Canadian joint venture partner, Chartwell.

The portfolio consists of 1,384 beds, with four of the eight sites having surplus land already zoned for the development of up to 400 Independent Living or Assisted Living retirement home units. All assets are less than five years old.

The portfolio is 99% occupied with waiting lists. This level of demand, coupled with MOHLTC regulating supply, supports very attractive investment fundamentals underpinning its value. An independent valuation of the portfolio supports the purchase price of C\$255 million.

Settlers Portfolio

The Fund will acquire a 100% interest in the Settlers Portfolio consisting of three retirement villages located in Western Australia and one in Queensland. All villages provide independent living units. The portfolio comprises 463 completed independent living units (ILUs) and has a further development pipeline of 244 ILUs. Upon completion the portfolio will comprise in total, 707 ILUs.

The acquisition price of the Settlers Portfolio is \$47 million, which is supported by independent valuation.

Investment in US Joint Venture

A further investment in the US Joint Venture with Chartwell will be made by the Fund, with equity used to repay short term finance associated with the purchase of the Long Island Portfolio, which the US Joint Venture contracted to acquire in October 2006.

The US Joint Venture owns US\$1 billion of Seniors housing communities, across 11 US States, consisting of 26 properties and 4,505 units.

1.8 Financial forecast

IML's forecast distribution for the Fund for the year to 30 June 2008 is as follows:

	Yazızlardine Zith 2m - 2002 -
Forecast distributions per New Unit ¹	$11.45$ cents
Annualised distribution yield per New Unit ²	85%
Estimated tax deferred component	90%

I New Units rank equally with Existing Units for the forecast distribution of 2.675 cents per Unit if held on the record date, which is expected to be 29 June 2007.

² Based on the Issue Price of \$1.34

Due to numerous risks beyond the control of IML and its Directors, no assurance is given that the forecast distributions will be achieved, or that the Fund will be able to make distributions. A number of these risk factors are considered in Section Five: Investment Risks.

Further detail on the Fund's financial position after completion of the Offer and forecast financial performance, including the assumptions on which the Forecast is based, is included in Section Four: Financial Information.

1.9 Significant potential benefits

Attractive forecast income return

The forecast distribution for the year to 30 June 2008 is 11.45 cents per Unit, an 8.5% per annum return on the Issue Price, of which 90% is estimated to be tax deferred. New Units will also be entitled to the anticipated distribution of 2.675 cents per Unit for the June 2007 quarter if held on the record date, which is expected to be 29 June 2007

Fund diversification and opportunity for earnings growth

The Fund offers a diversified investment in the Seniors and student housing sectors across Australia, Canada, New Zealand and the United States with key joint venture relationships and experienced management teams driving earnings growth for investors. On completion of the transactions outlined in this PDS the Fund will have total assets of \$1.2 billion across 118 properties.

The ageing populations in both Australia and North America provide considerable opportunities for the Fund, on the basis that there will be increased demand for quality seniors housing communities is expected to continue over the long term. Student housing also presents opportunities for the Fund to invest in locations experiencing strong growth in student enrolments.

Experienced property funds manager

The Responsible Entity of the Fund is IML, a wholly owned subsidiary of ING Real Estate Investment Management Australia and part of the global ING Real Estate business which has over A\$130 billion of assets under management. ING Real Estate Investment Management Australia manages eight property funds on behalf of over 60,000 investors with assets across the commercial, industrial, retail, entertainment, healthcare, seniors and student housing sectors.

Since assuming management of the Fund in June 2005, ING Real Estate's management team has increased the income distributions to investors by 30% to 10.70 cents per Unit to 30 June 2006. Income distributions are forecast to be 11.45 cents per Unit for the year ended 30 June 2008, which if achieved would represent a 39% increase since June 2005. Continuing this growth in distributions remains management's key focus.

1.10 Potential significant risks - your capital investment and income are not guaranteed

The future performance of the Fund may be influenced by a range of factors outside the control of IML or its Directors. Some of these risks include, but are not limited to:

General investment risks

movements in the Australian and international stock markets and changes in economic conditions including interest rates may affect prices at which the Units are traded on the ASX;
changes to the availability and terms of borrowings and interest rate and foreign exchange derivatives may impact the Fund's earnings and increase its exposure to movements in interest rates and foreign exchange rates: and
the assumptions used in forecasting the Fund's financial performance may not be accurate such that the forecast distributions cannot be achieved.

Property specific risks

changes in property markets, especially movements in the valuations of the properties in the Fund;
tenant default or non-renewal of any of the leases;
$>$ leasing up of vacant areas;
capital expenditure, construction and development risk;
unforeseen planning, property or environmental issues; and
$>$ acquisition and divestment risks.

Industry specific risks

changes in legislation relating to the provision of seniors' housing in Australia, Canada and the United States may adversely impact the Fund or the Fund's operators, including restricting practices and imposing additional operating and/or capital costs;
$>$ changes in legislation surrounding the issuance of operating licences and the ability to transfer operating licences without delay may adversely impact the Fund or the Fund's operators, including restricting practices and imposing additional operating costs; and
changes in legislation relating to the provision of student housing in the United States and New Zealand may adversely impact the Fund or the Fund's operators, including restricting practices and imposing additional operating and/or capital costs.

The risks above may result in the Fund's forecast income return not being achieved, possible delays in repayment and loss of income and principal invested. Please refer to Section Five: Investment Risks for further information on the potential risks associated with an investment in the Fund.

1.11 Questions/further information

This document is important and you should read it carefully and consult your licensed financial adviser before deciding whether or not to subscribe for New Units under the Offer. If you have any further questions regarding the Offer, please contact the Unit Registry on 1300 653 497 (local call cost) or +61 2 8280 7057.

9. M. M Overview of the Fund & its Management

1989 - Johann Stein, fransk fotballski fransk fotballski fotballski fotballski fotballski fotballski fotballski fotballski fotballski fotballski fotballski fotballski fotballski fotballski fotballski fotballski fotballsk

1991 - 1991 - 1992 - 1993 - 1993 - 1993 - 1993 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994

Section Two: Overview of the Fund & its Management

2.1 Fund strategy and opportunities

IML's strategy for the ING Real Estate Community Living Group is to create a globally diversified Fund investing in community living, with exposure to both the seniors and student housing sectors.

The primary focus is seniors housing which will represent 82% of the portfolio on completion of the transactions outlined in this PDS. The Fund invests in both the rental and deferred management fee models of seniors housing.

Key joint venture relationships and experienced management teams are in place to maximise earnings growth for investors. A significant contributor to earnings growth to date has been the Fund's successful joint venture with Chartwell, a leading owner/operator in the North American seniors housing market.

The ageing populations in both Australia and North America provide considerable opportunities for the Fund, where increased demand for quality seniors housing communities is expected to continue over the long term. Student housing also presents opportunities for the Fund to invest in locations experiencing strong growth in student enrolments.

ILF's stapled security structure allows the Fund to access a wide range of investment opportunities, including taking an active role in the operation of the Fund's assets where opportunities to deliver increased earnings are identified.

2.2 Structure of the Fund

The ownership structure of the Fund (including the weighting of each portfolio as a percentage of total asset value by location) is shown in the following diagram*:

* Percentages are based on total asset values post the Offer.

ING Real Estate Community Living Group Product Disclosure Statement 18

The acquisition structure for the Fund's investment in the Regency portfolio is shown in the following diagram:

2.3 ING Real Estate Investment Management Australia

The Responsible Entity of the Fund is IML, a wholly owned subsidiary of ING Real Estate Investment Management Australia and part of the global ING Real Estate business which has over \$130 billion of assets under management. Through IML and other related entities, ING Real Estate Investment Management Australia manages eight property funds on behalf of over 60,000 investors with assets across the commercial, industrial, retail, entertainment, healthcare, seniors and student housing sectors.

The team responsible for the management of the Fund includes:

Hugh Thomson, Chief Executive Officer

Hugh has over 15 years experience in finance and property funds management. Hugh is responsible for all property investment and funds management activities of ING Real Estate in Australia. He has been with ING Real Estate since 1997. Hugh is an alternate director for David Blight on the IML Board.

lan Muir Chief Executive Officer, ING Real Estate Community Living Group lan has 28 years experience in the property industry, including valuations, rent negotiations, consultancy, sales, acquisitions and due diligence. Ian has been with ING Real Estate for nine years, Ian is a Fellow of the Australian Property Institute and is a Fellow of the Financial Services Institute of Australasia. He is a registered valuer in Queensland and New South Wales, Ian holds a Diploma of Business (Real Estate) Valuation) and a Graduate Diploma in Applied Finance and Investment.

Denise Pollatos, Senior Investment Manager

Denise has 12 years experience in finance and property funds management. She holds a Bachelor of Commerce, is a CPA and an affiliate of the Financial Services Institute of Australasia. Denise has been with ING Real Estate since October 2001, and has expertise in financial analysis, tax, accounting, negotiating acquisitions and undertaking due diligence.

Robert Seymour, Acquisitions Manager

Robert has more than 20 years experience in the property industry including valuation, asset management, funds management, capital transactions and due diligence. Robert joined ING Real Estate in March 2007. Robert is a Registered Valuer in NSW and a Fellow of the Australian Property Institute. He holds a Bachelor of Business (Land Economy) from the University of Western Sydney.

Tom Hure, Financial Controller

Tom joined ING Real Estate in November 2006, and has worked within the financial services industry for the past six years, following seven years experience in chartered accounting. He is a Chartered Accountant, a Fellow of the Financial Services Institute of Australasia, holds a Master and Bachelor of Commerce, and has recently completed the Associate Diploma in Applied Corporate Governance.

Mike McKechnie. Senior Asset Manager

Mike McKechnie has been involved in the Australian Seniors rental market since July 2003. Mike has been advising on the Village Life assets since the Fund listed on 1 July 2004. Mike transitioned with the Village Life portfolio when ING Real Estate took over the management of the Village Life Trust in June 2005. Mike is responsible for the management of all the Fund's Australian rental portfolio including the SunnyCove portfolio.

Sancha Cromie, Senior Asset Manager

Sancha joined ING Real Estate in October 2006. She has 14 years experience in the property and listed property trust industries incorporating roles such as a property management, real estate analyst, consultant, and asset management. Sancha worked in Canada for 8 years, including a role with a Canadian REIT.

Nick Martinis, Asset Manager

Nick joined ING Real Estate in November 2006 and has seven years experience in the property industry working on all stages of property development, corporate property consultancy and asset and property management. Nick is a member of the Australian Property Institute.

Fiona Rinaldi, Asset Manager

Fiona joined ING Real Estate in December 2005 and has seven years experience in the property industry working predominantly in the areas of valuation, consultancy, feasibility analysis, due diligence and acquisitions predominantly in the health retirement and aged care sectors. Fiona is an Associate member of the Australian Property Institute and has a Bachelor of Business, majoring in Property.

2.4 Board of the Responsible Entity

The Board of IML consists of six members who oversee the management team and provide strategic quidance.

Richard Colless AM (Independent Director and Chairman)

Richard is the Chairman of the ING Management Limited Board. He has considerable experience in funds management and property sectors. He sits on a number of public and private boards.

David Blight (Non-Executive Director)

David is the Vice Chairman of ING Real Estate and Chairman and CEO of ING Real Estate Investment Management, having previously held the position of Managing Director of ING Real Estate Investment Management Australia. David has direct responsibility for the ING Real Estate Investment Management's business across 21 countries. He is a member of the Management Council of ING Group and has been with the company since 1989. David is based in The Netherlands.

Philip Clark (Independent Director)

Acting most recently as Managing Partner and CEO of Minter Ellison. Philip has a wealth of experience in the legal professional services, investment banking, funds management, property, tourism, publishing, manufacturing, petroleum and education sectors. During his career Philip has led the successful growth and development of Minter Ellison and Mallesons Stephen Jaques, Australia's two largest law firms. He sits on a number of public and private boards.

Michael Easson AM (Independent Director)

Michael is co-founder and Executive Chairman of EG Property Group. He has a wealth of experience in high-level strategic consulting in both the private sector and government. He sits on a number of public and private boards.

Philip Redmond (Independent Director)

Philip has over 20 years experience in the real estate industry in Australia, including 12 years at UBS where he held the position of Managing Director - Head of Real Estate Australasia. Philip has played a leading role in the development of the listed property trust sector within Australia and has a comprehensive understanding of financial markets.

Paul Scully (Independent Director)

Paul has over 30 years experience in many aspects of financial services. Paul now maintains a portfolio of non-executive directorships and undertakes various consulting assignments.

2.5 Fund borrowings and hedging strategy

The Fund operates within a target Gearing range of between 50-60% of total assets. The actual Gearing of the Fund after completion of the Offer will be approximately 55%, which is based upon total borrowings (including the Fund's share of the borrowings in its joint ventures) of \$678 million.

The Fund reduces its exposure to future movements in interest rates through the use of fixed rate borrowings and hedging using interest rate swaps.

The Fund reduces its exposure to future foreign exchange movements through hedging the value of its foreign investments and the income earned on the investments. The Fund finances the acquisition of its foreign assets using predominatly foreign borrowings, with any residual exposure being hedged using foreign exchange derivatives. The Fund aims to hedge the majority of its foreign currency denominated earnings for a five vear period.

On completion of the Offer, the borrowing and hedging profile of the Fund will be:

approximately 96% of the Fund's borrowings (including the Fund's share of the borrowings in its joint ventures) will be fixed, for an average term of 11 years;
over 95% of the value of the Fund's foreign investments will be hedged; and
the proportion of foreign earnings that will be hedged will be at least: 95% to 2010; 90% to 2011; and 60% to 2012.

For further details on Fund borrowings and hedging strategy refer Section Four: Financial Information.

Sacron Prince
Investment Portfolio

Section Three: Investment Portfolio

3.1 Partfallo averview

IML has continued to expand the geographical location of the Fund's assets to take advantage of markets with favourable demand demographics, while also improving diversification of the Fund by asset type and operator. After completion of the Offer, the total assets of the Fund (including its share of assets in Associated Entities) will be approximately \$1.2 billion.

The Fund's investment portfolio provides exposure to seniors housing in Australia, Canada and the United States and to student housing in New Zealand and the United States.

The table and the pie chart below provide a summary of the portfolio of properties in which the Fund will have an interest after the completion of the Offer.

	Earlie Malitz Grade Belance Company 7. lide	2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 Vance Toova PASSIE	Minic 2232 Elford Hersen	Minieral A RESIGNATION Thus 20
Seniors accommodation in the US ^{^}	555.9	1,134.6	26	4,505
Seniors accommodation in Canada*	136.4	272.7	8	1,179
Students accommodation in the US ^{^}	186.2	186.2	22	1,418
Students accommodation in New Zealand**	27.2	30.2	٦	362
Seniors accommodation in Australia	265.6	353.4	59	2,732
Total	1.171.3	1.977.1	118	10,196

^ Assumes exchange rate of A\$1 = US\$0.831

* Assumes exchange rate of $A$1 = C$0.938$

** Assumes exchange rate of A\$1 = NZ\$1.123

*** Number of properties and residential units shown on a 100% ownership basis

Portfolio diversification by region*

*Calculated by value in A\$

3.2 Regency Portfolio

The Fund has acquired 50% interest in a portfolio of eight Class A Long Term Care (LTC) facilities situated within the Greater Toronto Area (GTA) of Ontario, Canada. The Regency Portfolio represents the Fund's entry into the Canadian Seniors housing market and the LTC asset class. The Regency Portfolio comprises 1,384 beds with a 99% occupancy rate. As at 28 February 2007 there was a waiting list for over 1,100 beds. Four of the eight sites have further development potential via excess land zoned for the addition of approximately 400 non-care (assisted living or independent living) units.

All assets in the Regency Portfolio were constructed within the last six years. The average age of the assets in the Regency Portfolio is less than four years. The properties are located in established residential communities, well serviced by public transportation and easily accessible from a series of major highways.

The Regency Portfolio has a strong track record of high occupancy, consistently achieving occupancy rates of 98% or above since 2005.

The Regency Portfolio will be managed by Chartwell, who owns the remaining 50% interest in the portfolio. Chartwell is Canada's largest manager of seniors housing facilities, managing over 1,923 LTC suites/beds as at 31 December, 2006.

The key portfolio statistics are outlined below.

Regency Portfolio
Total Class A LTC facilities	8
Total number of licensed beds	1,384
Purchase price (before costs) (C\$million)	255.2
Independent valuation (C\$million)	255.3
Current occupancy (as at 28 February 2007)	99.4%
Waiting list (% of total beds)	80%
Initial yield	7.0%

Note: Property details shown on a 100% ownership basis

The location of the assets in the Regency Portfolio is shown in the map below:

ING Real Estate Community Living Group Product Disclosure Statement 24

Canadian Seniors market overview

The demographic fundamentals underpinning the growth of the seniors housing market in Canada are attractive. Canada's population is rapidly ageing due to higher life expectancies and medical developments. The seniors population aged 75 and over is expected to grow at a 3% compound annual growth rate between 2005 to 2031, four times faster than the general population¹.

The proportion of seniors aged 75 and over grew from 0.8 million in 1977 to reach 2 million in 2006, accounting for 6.3% of the total Canadian population. The number of seniors aged 75 and over is forecast to grow considerably during the period of 2006-2031, driven largely by the baby boomer population reaching retirement age, with an estimated 4.3 million seniors by 2031 or 11% of the total Canadian population.¹

Seniors, and the population in general, are leading longer lives with the life expectancy for both men and women in Canada having increased by 19 and 22 years respectively since 1920-22.

Increased life expectancy

Source: Statistics Canada, Ontario Ministry of Finance, April 2006

The Canadian seniors population is also becoming increasingly wealthy. According to the Statistics Canada publication 'Income in Canada 2004', the median income for seniors families was C\$20,700, a 30% inflation adjusted increase from 1996. In addition, the proportion of low-income seniors has decreased to 5.6% in 2004 from 21% in 1980. As a result of increasing family wealth and two spouse careers the provision of care and services for seniors are increasingly more affordable.

The demographics of Ontario, where the Regency Portfolio is situated are favourable, with strong forecast growth rates, particularly for seniors aged 85 years and over who are the major users of LTC facilities.

Ontario Population Compound Annual Growth Rate 2006-2031

Source: Statistics Canada, Ontario Ministry of Finance, April 2006.

³ Statistics Canada, projections based on medium growth scenario.

Estimated Growth as a % of total population in Ontario's 75-84 and 85+ age groups

Source: Statistics Canada, Ontario Ministry of Finance, April 2006

Overview of seniors housing in Canada

The spectrum of care in the Canadian seniors housing market is similar to the United States, with the industry comprised of sub sectors that mirror the ageing process through a range of accommodation options offering varying levels of care.

A description of the sub-sectors within the seniors market are provided in the table below.

Scribes 10 Receiv	DERGIFRICH
Independent Living ("IL")	> Accommodation such as an apartment or townhouse which is part of a larger Seniors housing community
	> Accommodation is owned or rented to seniors who require minimal or no assistance with daily living
	> No government subsidies with residents liable for the entire cost of accommodation and any additional services such as meals and house keeping
	> Government regulation limited to consumer protection (rental laws), health and safety laws
Independent Serviced Living ("ISL")/Assisted	> Typically associated with retirement homes which provide the lifestyle wants of seniors, but also catering for their physical requirements
Living ("AL")	> Accommodation ranges from shared rooms to private units
	> Services offered include 24 hour supervision and emergency response, meals, social activities, and housekeeping
	> Retirement homes are privately owned and are only regulated through local by-laws
	> Privately owned retirement homes typically receive no funding, municipal or non-profit run retirement homes/supportive housing are eligible for government subsidies
	> The difference between ISL and AL facilities include:
	> ISL more lifestyle focused
	> AL facilities provide greater support through support services such as meal preparation, housekeeping, bathing, and medications
	> The target market are seniors aged 75 years and over
	> Government regulation is limited to consumer protection (rental laws), health and safety laws
Long Term Care ("LTC")	> Accommodation ranges from shared rooms to semi-private and private rooms
	> LTC is designed to accommodate seniors who can no longer live independently and require 24 hour supervision and care
	> LTC facilities are eligible for government funding
	Government funds nursing, personal care and support programs $>$ $-$
	> Residents fund accommodation cost, with means tested Government subsidies available
	> Government regulation of LTC facilities requires owners and operators to have a licence or letter of approval, consumer protection (rental laws), health and safety laws

Ontario LTC Sector

LTC facilities have undergone a significant amount of change in the last nine years. In response to public concerns about the design, age, and waiting lists for LTC facilities, the Ontario Government in 1998 introduced new design standards, and C\$1.2 billion in funding to provide 20,000 new LTC beds and upgrade 13,000 existing beds. Since that announcement all of the beds for new LTC facilities and upgrades to beds for existing facilities have been completed. The Regency Portfolio was constructed as part of this government initiative, forming a component of the 20,000 new LTC beds.

In Ontario, the design criteria for new LTC facilities are tied to the government funding models. The MOHLTC defines LTC facilities and hence funding levels by the following classes (the Regency Portfolio is Class A):

Exhibition	Reginements
Class A	Facilities which meet or exceed the 1998 design standards
Class B	Facilities which exceed the original 1972 standards, but fall short of the 1998 design standards
Class C	Facilities which meet the original 1972 design standards
Class D	Facilities which failed the 1972 design standards and must have been upgraded by the end of 2006

The Ontario Government has been a consistent supporter of the Long Term Care sector with funding in excess of C\$2 billion per annum over the last eight years.

Ministry of Ontario Operating Expenditure on Long Term Care

Source: Ministry of Ontario for Health and Long Term Care

The distinguishing features of the LTC sector include:

Essential infrastructure and service

LTC facilities are an essential piece of social infrastructure that provide support and care beyond what a family can provide.

High barriers to entry

The sector is characterised by high barriers to entry, due to the licensing and government approval required to own and operate an LTC facility. LTC licences are granted by the Government based not only on the supply and demand of LTC beds but the quality of the owner and operator.

Sustainable competitive advantage

One of the sustainable competitive advantages of LTC facilities is that higher levels of government funding generally make LTC facilities a cheaper alternative to other types of seniors housing such as Independent Living or Assisted Living facilities. LTC facilities are also well supported by provincial governments as they are viewed as a cost effective alternative to hospital care. This was demonstrated by the MOHLTC introducing the Alternative Level of Care Strategy in 2005 which aimed at creating 500 interim beds and up to 340 convalescent care beds in LTC facilities for patients who do not require acute hospital care.

Strong occupancy levels and government support

Occupancy levels throughout the LTC sector are strong, with stabilised occupancy rates between 95-100% common amongst industry participants¹. The high occupancy levels are driven by the relative affordability of LTC facilities increasing demand and a restriction on the supply of licensed beds by provincial governments.

Stable and predictable revenue streams

The LTC facility model provides stable and predictable revenue streams. The majority of revenue is generated through defined funding models determined by the provincial governments, which are typically tied to the consumer price index (CPI). The Government funded components cover Nursing and Personal Care expenses (e.g. medical and nursing supplies) and Program and Support Services (e.g. therapeutic services). The balance of revenue is derived from the residents for accommodation costs with a means tested Government subsidy available for residents if the fees are unaffordable.

As a result of the limited supply of Class A LTC facilities and demand and preference from Seniors for high quality accommodation. LTC operators are benefiting from incremental margins being generated from the demand for 'preferred accommodation' such as private and semi-private units, and enhanced services or optional services. In Ontario, Class A facilities are permitted to offer preferred accommodation up to a maximum of 60% of total beds, allowing additional private pay income to be derived. All assets in the Regency Portfolio are Class A facilities, and are therefore permitted to offer 60% of total beds as preferred accommodation.

In addition, as part of the Ontario government's initiative to encourage the construction of new LTC facilities, Class A facilities are eligible to receive additional government income support of up to C\$10.35 per resident per day, based on meeting a minimum project cost threshold for new facilities. All facilities in the Regency Portfolio are eligible to receive this income support.

Regency property overviews

The Brant Centre

1182 Northshore Boulevard East, Burlington, Ontario

The Brant Centre is a Class A LTC facility comprising 175 licensed beds across four levels. The facility offers 105 private rooms, each with a 2-piece en-suite bathroom plus 35 standard 2-bed rooms each with a shared bathroom. The property is located adjacent to the Joseph Brant Memorial Hospital, offering residents convenient access to the hospital's amenities and services.

The property's Primary Market Area (PMA) encompasses the City of Burlington, Ontario. The percentage of the PMA population aged 75 years or older is 6.6% above the Ontario average of 6.0%. Additionally, the average income of the 75 years and older population is 13% above the Ontario average.

	Facility Type	Class A LTC
	Acquisition price (C\$million)	31.5
	Year built	2003
	Site area (acres)	3.7
	Total gross building area (sq ft)	146,250
	Licensed beds	175
	Proportion of preferred accommodation	60%
Excellent Review	Current occupancy (as at 28 February 2007)	100%
	Waiting list (% of total beds)	78%
	Initial yield	7.0%
	Title	Leasehold

⁵ Occupancy levels based on reported levels from Chartwell Real Estate Investment Trust, Retirement Residences Real Estate Investment Trust and Extendicare Real Estate Investment Trust

The Waterford

2140 Baronwood Drive, Oakville, Ontario

The Waterford is a Class A LTC facility comprising 168 licensed beds across three levels, providing generous common areas and additional amenity space including a resident/guest café, therapy room, library, hair salon and reception area.

The property's PMA encompasses the City of Oakville, Ontario, which has a 75 years and older population that is forecast to grow by 32.1% over the next ten years, compared to 20.2% for Ontario, and an average Seniors income that is 26% higher than the Ontario average.

Excess land at the property is currently zoned to permit the development of a four storey, 100 unit retirement home.

Facility Type	Class A LTC
Acquisition price (C\$million)	32.3
Year built	2003
Site area (acres)	4.4
Total gross building area (sq ft)	114,680
Licensed beds	168
Proportion of preferred accommodation	60%
Current occupancy (as at 28 February 2007)	98.8%
Waiting list (% of total beds)	43%
Initial vield	$7.0\%$
Title	Freehold

Note: Property details shown on a 100% ownership basis

The Wenleigh

2065 Leanne Boulevard, Mississauga, Ontario

The Wenleigh is a Class A LTC facility comprising 161 licensed beds across three levels. The property includes six resident home areas throughout providing generous common areas and two open courtyard areas with access for outdoor resident enjoyment. There are 149 private rooms, each with a 2-piece en-suite bathroom, plus six standard 2-bed rooms with shared bathrooms.

The property's PMA encompasses the City of Mississauga, Ontario, which is characterised by higher than average household income levels (21% above the Ontario average) and home prices (24% higher than Ontario average).

	Facility Type	Class A LTC
	Acquisition price (C\$million)	29.0
Communication	Year built	2001
	Site area (acres)	2.7
	Total gross building area (sq ft)	112,000
	Licensed beds	161
	Proportion of preferred accommodation	60%
	Current occupancy (as at 28 February 2007)	99.4%
	Waiting list (% of total beds)	53%
	Initial yield	7.0%
	Title	Freehold

Note: Property details shown on a 100% ownership basis

ING Real Estate Community Living Group Product Disclosure Statement 30

The Westbury

495 The West Mall Etobicoke, Toronto, Ontario

The Westbury is a Class A LTC facility with a total of 187 licensed beds. The facility is built over nine levels of a condominium design, with an open balcony area on each of the upper floors. There are 112 private rooms throughout, each with a 2-piece en-suite bathroom plus 33 standard 2-bed rooms.

The property is located in the western region of the City of Toronto, in the PMA of Etobicoke, Toronto is the financial centre of Canada and accounts for approximately one quarter of Ontario's gross domestic product. The proportion of the population aged 75 years or older in the PMA is 7.7%, which is above the Ontario average of 6.0%. Additionally, the average income of those in the 75 year or older age bracket is 13% higher than the Ontario average.

Class A LTC	Facility Type
33.7	Acquisition price (C\$million)
2004	Year built
1.21	Site area (acres)
115,196	Total gross building area (sq ft)
187	Licensed beds
60%	Proportion of preferred accommodation
97.9%	Current occupancy (as at 28 February 2007)
95%	Waiting list (% of total beds)
7.0%	Initial yield
Leasehold	Title

Note: Property details shown on a 100% ownership basis

The Westmount

200 David Bergey Drive, Kitchener, Ontario

The Westmount is a Class A LTC facility with a total of 160 licensed beds over three levels. There are 122 private rooms, each with a 2-piece ensuite bathroom plus 19 standard 2-bed rooms, and six resident home areas throughout the property, each providing its own common areas. Current zoning allows for the development of 87 Independent Living units or 107 Assisted Living units on the site.

The property is located in Kitchener, approximately 105 kilometres west of Toronto in South Western Ontario. With an estimated population of over 200,000 in 2005, Kitchener is a cosmopolitan community that continues to maintain strong industrial and business bases. The proportion of the population aged 75 years or older in the City of Kitchener PMA is 5.3%, and is expected to grow by approximately 16% in the period to 2016.

$\mathbb{Z}$	Facility Type	Class A LTC
	Acquisition price (C\$million)	30.3
	Year built	2002
	Site area (acres)	4.21
	Total gross building area (sq ft)	113,613
atan	Licensed beds	160
	Proportion of preferred accommodation	60%
	Current occupancy (as at 28 February 2007)	100%
	Waiting list (% of total beds)	66%
	Initial yield	7.0%
	Title	Freehold

Note: Property details shown on a 100% ownership basis

The Willowgrove

1217 Old Mohawk Road, Ancaster, Ontario

The Willowgrove is a Class A LTC facility with a total of 169 licensed beds. The property is built over two levels with 109 private rooms offering en-suite bathrooms plus 30 standard 2-bed rooms each with a shared bathroom. There is a large central lobby and reception area on the main level, with an open atrium to the second level, an adiacent convenience shop, therapy room, an art centre and resident information centre.

The property's PMA encompasses the Town of Ancaster, Ontario, which is located near the city of Hamilton at the most westerly portion of the Golden Horseshoe of Southern Ontario. The Golden Horseshoe is the most densely populated region in Canada, with a 2001 census population of over 6.5 million. The proportion of the population aged 75 years or older in the PMA is 5.4%, and is expected to grow by approximately 22% in the period to 2016.

Facility Type	Class A LTC
Acquisition price (C\$million)	30.4
Year built	2004
Site area (acres)	2.93
Total gross building area (sq ft)	108,794
Licensed beds	169
Proportion of preferred accommodation	60%
Current occupancy (as at 28 February 2007)	100%
Waiting list (% of total beds)	115%
Initial yield	7.0%
Title	Freehold

Note: Property details shown on a 100% ownership basis

The Woodhaven

380 Church Street, Markham, Ontario

The Woodhaven is a Class A LTC facility with a total of 192 licensed beds over four levels. The property provides six resident home areas throughout, two on each of the upper three levels, as well as terraced balcony areas on the second, third and fourth levels. There are 154 private rooms with a 2-piece ensuite bathroom plus 19 standard two 2-bed rooms each with a shared bathroom. The property is located adjacent to the Markham-Stouffyille General Hospital, offering residents convenient access to the hospital's amenities and services.

Current zoning allows for the development of a 93 unit Independent Living facility or a 102 unit Assisted Living facility.

The property's PMA encompasses the City of Markham, Ontario, approximately 40 kilometres northeast of downtown Toronto. While the proportion of the population aged 75 years or older in the PMA is only 4.3%, this age group is expected to grow by approximately 45% over the period to 2016.

	Facility Type	Class A LTC
	Acquisition price (C\$million)	35.6
	Year built	2003
	Site area (acres)	3.95
a second committee of the second control	Total gross building area (sq ft)	130,002
	Licensed beds	192
	Proportion of preferred accommodation	60%
AND THE REAL PROPERTY	Current occupancy (as at 28 February 2007)	100%
	Waiting list (% of total beds)	33.9%
	Initial yield	7.0%
	Title	Leasehold

Note: Property details shown on a 100% ownership basis

ING Real Estate Community Living Group Product Disclosure Statement 32

The WynField

451 Woodmount Cresent, Oshawa, Ontario

The WynField is a Class A LTC facility with a total of 172 licensed beds over three levels. The property has six resident home areas throughout, two on each level each with its own common area. There are 103 private rooms with the balance of 69 beds providing the required 40% standard accommodation. Current zoning allows for the development of a further 103 units on site.

The PMA for the WynField encompasses the City of Oshawa, Ontario, which is located 50 kilometres from downtown Toronto, on the shore of Lake Ontario. The proportion of the population aged 75 years or older in the PMA is 5.8%, and is forecast to grow by approximately 22% in the period to 2016.

Note: Property details shown on a 100% ownership basis

3.3 Settlers Portfolio

The Fund has executed contracts to acquire a 100% interest in the Settlers Lifestyle Retirement Village Portfolio. The Settlers Portfolio has been developed and is currently owned and operated by the Western Australian based Settlers Group. Founded in 1999, the assets include four retirement villages, three located in Western Australia and one in Queensland. The properties consist of:

Novea Park Retirement Village, OLD
Ridgewood Rise Retirement Village, WA
Lakeside Retirement Village, WA
Meadow Springs Retirement Village, WA $\rightarrow$

The Settlers Portfolio currently comprises 463 completed ILUs and has a further 244 units either in the construction or pending development stage (development stock). The portfolio upon completion will have in total 707 ILUs. The Fund is the strata manager of a further 29 investor owned ILUs. The Fund intends to buy back these 29 units if and when the opportunity arises.

The Fund has executed a Management Services Agreement with Retraite Partnership ("Manager"), a partnership formed between the current key Settlers Group executives. The Manager will continue to manage the assets, and the Fund has implemented performance based remuneration which is dependent on the manager exceeding the Fund's forecast hurdle rates.

The Settlers Portfolio is operated under a Deferred Management Fee (DMF) model.

The key statistics of the acquisition are outlined in the following table:

Specific Portfolio
Acquisition price (\$ million)	47.0
Portfolio valuation (\$ million)	47.0
Total site area (hectares)	37.37
Completed units	463
Development stock	244
Total units	707
Discount rates (DMF)	13.5% - 15.0%
Development IRRs	18.7% - 33.3%

The location of the assets is shown in the map below:

Settlers Meadow Springs and Settlers Lakeside are within the Mandurah area which benefits from a strong demographic catchment area given 17.6% of the population are aged 65 years and over relative to the national average of 13.1% and the Western Australian average of 11.8%¹.

Noyea Park Riverside is located in the Gold Coast City Council region in Queensland which has a population of people aged 65 years and over of 15% which is above the national average of 13.1%².

^<sup>1 Australian Bureau of Statistics 30 June 2005.

^<sup>2 Australian Bureau of Statistics 30 June 2004.

Settlers property overviews

Novea Park Riverside Village

5 Martens Street, Mount Warren Park, Queensland

Novea Park Retirement Village is located on the banks of the Albert River between Brisbane and the Gold Coast. both within a 25 minute drive. The village is set in a semi-rural environment with views across the river to the Mount Warren Park Golf Course and the McPherson Ranges.

The village comprises 149 ILUs including a mix of one, two and three bedrooms and a manager's unit and has further potential to construct an additional 12 ILUs on surplus land.

Noyea features a comprehensive range of indoor and outdoor facilities including a residents' lounge with a games room, salt water swimming pool and heated spa, tennis court, bowling green, croquet and putting greens, indoor bowls, hairdressing salon, library and medical consulting room, hobby workshop, recreation centre and mini gym. There is ample parking and storage facilities for caravans and boats.

Facility type	Independent Living
Acquisition price (\$ million)	7.0
Year opened	1987
Site area (hectares)	8.82
Completed units	$149*$
Development stock	12
Total units upon completion	161
Discount rate (DMF)	13.5%
Development IRR	33.3%
Occupant's tenure	Strata Title

* Includes manager's unit

Ridgewood Rise

Corner of Ridgewood Boulevard and Whitsunday Avenue, Ridgewood, Western Australia

Ridgewood Rise is located approximately 37 kilometres north of Perth in the developing residential area of Ridgewood. The village is located close to the northern beaches of Perth and is also close to Mindarie Keys Harbour, public transport, and shopping facilities.

Construction commenced on the village in 2002 and it is forecast to be fully developed and occupied by 2010. There are currently 91 existing ILUs, and a further 148 to be constructed. Upon completion the village will comprise 239 ILUs.

The village has wide street scapes, a variety of different housing designs ranging from two bedrooms with single bathroom and carport to three bedrooms, two bathrooms and double garages. All Ridgewood Rise homes are freestanding.

Communal amenities include a clubhouse featuring a residents' lounge with wide screen TV, café, library, games room, consulting rooms and BBQ facilities. Stage two of the clubhouse is under construction and will feature a swimming pool, spa and art and craft room as well as an outdoor bowling green.

Facility type	Independent Living
Acquisition price (\$ million)	14.7
Year opened	2002
Site area (hectares)	10.8
Completed units	91
Development stock	148
Total units	239
Discount rate (DMF)	15%
Development IRR	18.7%
Occupant's tenure	Lease

Settlers Lakeside Village

Lot 601 Old Mundurah Road, Ravenswood, Western Australia

Located in the Peel region, approximately 12 kilometres from the city of Mandurah and the heritage town of Pinjarra, Lakeside Village is developed across 15 hectares in a rural setting.

The village currently comprises 194 completed ILUs, Upon completion the village will consist of 243 ILUs. including 29 which form part of the village however, are owned by investors. The Fund is the strata manager of these units and intends to buy back each of the investor owned units when they become available to consolidate, ownership and 100% control of the village.

Communal amenities include a clubhouse which features a residents' lounge with dining room, games room, indoor heated swimming pool and spa, sauna, library, hobby workshop, and an eight rink bowling green. The village has walkway access to the boating and fishing attractions of the Murray River.

This area is currently experiencing rapid population growth with new and future residential land releases as well as plans for the development of a large shopping centre and university in the immediate area. The new Bunbury freeway bypass will also be constructed in close proximity.

Facility type	Independent Living
Acquisition price (\$ milion)	17.0
Year opened	1999
Site area (hectares)	14.6
Completed units	194
Development stock	49
Total units	243
Discount rate (DMF)	14.5%
Development IRR	31.8%
Occupant's tenure	Lease

Settlers Meadow Springs

21 and 43 Oakmont Avenue Meadow Springs, Western Australia

Meadow Springs is located within minutes from the Mandurah foreshore and coastline and is adjacent to Meadow Springs Golf Course and Country Club, less than an hours drive south of Perth.

The village is located in an established neighbourhood, within walking distance to shops, public transport and close to Mandurah's restaurants, cafes, seniors centre, cinemas, performing arts centre, shopping centres, medical and sporting facilities and pristine beaches.

The property is a former resort motel that has been refurbished and reconfigured internally to provide 58 ILUs. This includes a mix of one, two and three bedroom ILUs. The communal facilities include a club house with dining room, administration facilities and an outdoor heated pool and two tennis courts.

An adjoining site referred to as "Somersby Shade" is planned to be developed by the Fund with 35 additional ILUs and 37 house and land packages. The site does not have town planning approval as yet however under its residential zoning it is capable of being developed with a maximum of 60 dwellings.

Independent Living	Facility type
8.7	Acquisition price (\$ milion)
2003	Year opened
3.15	Site area (hectares)
58	Completed units
35	Development stock
93	Total units
37	House and Land Packages
14.75%	Discount rate (DMF)
23.4%	Development IRR
Lease	Occupant's tenure

3.4 Investment in US Joint Venture

A further investment in the US Joint Venture will be made by the Fund and used to repay short term finance associated with the purchase of the Long Island Portfolio, announced by the US Joint Venture in October 2006.

The Fund's economic interest in the US Joint Venture increases from 41% to 49% as a result of this investment. The US Joint Venture owns US\$1billion of seniors housing communities, across 11 US states, consisting of 26 properties and 4.505 units.

Further details regarding the Fund's US Joint Venture may be obtained from the PDS lodged with ASIC and the ASX on 9 May 2006.

Seems Four Financial Information

$\frac{1}{\sqrt{2}}$

Section Four: Financial Information

IML has prepared the following forecast financial information for the Fund (Forecast):

source and application of funds;
pro-forma balance sheet after allotment of New Units in June 2007; and $\geq$
forecast financial performance for the financial years to 30 June 2008 (Forecast Period).

This PDS contains statements relating to the future. The Forecast is based on assumptions concerning actual and future events. IML has prepared the Forecast with proper care and attention and considers all assumptions, when taken as a whole, to be reasonable at the time of preparing the Forecast based on present circumstances and market conditions. You should appreciate that many factors which may affect the actual financial performance of the Fund are outside the control of the Directors of IML or may not be capable of being foreseen or accurately predicted. Accordingly, actual results may vary materially from the Forecast. Returns on an investment in the Fund are not quaranteed.

The Forecast should be read in conjunction with the assumptions set out in this section of the PDS. You should also refer to Section Five: Investment Risks for details of the risks associated with an investment in the Fund.

All amounts shown are in Australian dollars, unless specifically stated otherwise.

4.1 Sources and application of funds

KYOTHERS	STAR	Application
Proceeds of the Offer	155.0	Purchase of Settlers Portfolio	49.7
		Purchase of Regency Portfolio*	49.2
		Investment in US Joint Venture	36.5
		Working capital	15.7
		Equity issue costs ^{^}	3.9
Total	155.0	Total	155.0

The table below summarises how Offer proceeds will be utilised.

C\$ Converted at a rate of A\$1 = C\$0.938

US\$ Converted at a rate of A\$1 = US\$0.831

* 50% interest

^ Issue costs include financing, legal, taxation and accounting advice, printing, mailing and other costs paid to third parties in connection with the Offer.

4.2 Pro-forma balance sheet

The table below provides a forecast of the assets and liabilities of the Fund immediately after the allotment of the New Units.

Explorate of Frisk-Street	Alban Fernsfany
	A
Assets
Working capital	46.0

Property investments:
- Australian Seniors	237.1
- US Students	186.3
Investment in associates:
- US Seniors	215.5
- Canadian Seniors	49.2
- New Zealand Students	10.7
- Australian Seniors	25.3

Total assets	770.1
Liabilities
Payables	11.5
Borrowings	222.1
Deferred taxation	12.8
Total liabilities	246.4

Net assets	523.7
Number of Units on issue (million)	430.2
NTA per unit	\$1.22

* C\$ converted at a rate of A\$1=C\$0.938

^ US\$ converted at a rate of A\$1=US\$0.831

Notes

After completion of the Offer:

1. Australian Seniors comprises of the following:
Village Life portfolio of \$155.4 million;
SunnyCove portfolio of \$31.9 million; and
Settlers portfolio of \$49.7 million.
1. For US Seniors, the Fund has a 49% interest in the Chartwell US Joint Venture, which will have gross assets of US\$943 million, and gross debt of has US\$594 million.
1. For Canadian Seniors, the Fund will have a 50% interest in the Chartwell Canada Joint Venture, which will have gross assets of C\$255.8 million, and gross debt of C\$143.2 million.
1. For New Zealand students, the Fund has a 90% interest in the income derived from an associate which holds the portfolio. The associate has gross assets of NZ\$36.6 million and gross debt of NZ\$20.8 million.
The associate investment in Australian Seniors comprises of the following:
\$23.8 million investment in Country Club Villages, comprising a loan of \$15.0 million and equity investment of \$8.8 million; and
\$1.5 million investment in the Oaktree joint venture.
1. Borrowings will comprise of the following:
A\$ borrowings of \$105.6 million; and
US\$ borrowings of \$116.5 million.

After the completion of the Offer, the gearing of the Fund will be approximately 55% taking into account the Fund's share of the assets and borrowings of associated entities. The table below sets out this calculation:

Assets (as at 13 June 2007)	Total Assats ЯШ	Borrowiness Fiii
Per balance sheet above	770.1	222.1
Deduct investment in associates:
– US Seniors	(215.5)
- Canadian Seniors	(49.2)
- New Zealand Students	(10.7)
- Australian Seniors	(25.3)
Total	(300.7)

Add in investment in associates share of assets and borrowings:
– US Seniors	565.7	350.2
– Canadian Seniors	125.5	76.3
- New Zealand Students	29.3	18.6
- Australian Seniors	36.2	10.9
Total	756.7	456.0

Assets and debt taking into consideration the Fund's share of assets and borrowings of Associated Entities	1,226.1	678.1

4.3 Forecast Financial Performance

The table below summarises the forecast income, expenditure and distributions to Unitholders for the year ending 30 June 2008.

Forest Thendal Permitted	YAZI KALLULU SOUTH PANEL Hi
Income from investment property and interests in joint ventures
- Australian Seniors	22.6
- US Seniors	22.4
- Canadian Seniors	6.6
- Students	14.6
Total income	66.2
Expenses Interest expense	(12.3)
Other Fund expenses	(4.4)
Total expenses Distributable income Distributions payable per Unit Annualised distribution yield per New Unit	(16.7) 49.5 11.45 cents 8.5%
Estimated tax deferred portion of distribution paid	90%

4.4 Key assumptions used in preparing the Forecast

The Forecast has been prepared on the basis of various assumptions. Many factors which affect the results of the Fund are outside the control of IML and its Directors, or may not be capable of being foreseen or accurately predicted. As such, actual results may differ from the Forecast. The material underlying assumptions are set out below.

Basis of preparation

The financial information has been prepared in accordance with the recognition and measurement principles prescribed in the Australian equivalent of International Financial Reporting Standards (AIFRS), applicable at the date of this PDS. In order to provide a clearer understanding of the Fund's portfolio and its performance, various items have been grouped together.

Equity raised

The application of the proceeds of the Offer is explained in the sources and application of funds section above. The issue costs of the Offer have been netted off against the proceeds of the Offer and against equity in the profoma balance sheet. Details of fees payable to ING Real Estate and its advisers in relation to this Offer are outlined in Section Six: Fees and Costs.

Borrowings and interest expense

The Fund has debt facilities in Australia, Canada, New Zealand and the United States a summary of the terms of the facilities is shown in the table below. The interest rates of each debt facility have been reflected in the Forecast.

	AURICIE	MASTRETTE	II. KATIOLI	Communication	THE THE TELESCOPE
Amount (Fund's proportionate interest)	A\$116m	NZ\$19m	US\$291m	C\$72m	US\$97m
Term	2.5 years	3 years	12 years	20 years	8 years
Rate	6.8%	7.7%	$6.0\%$	5.2%2	5.6%
Security	Mortgages over Australian assets including equity interests in offshore entities	Mortgages over NZ Students assets	Mortgages over US Seniors assets	Mortgages over Canadian seniors assets	Mortgages over US Students assets

I The US Seniors and US Students borrowings comprise a number of individual loans from different counterparties. The information in the table above is an average of these facilities.

² Interest rate is shown after accounting adjustment for the mark to market value of the inherited debt.

Property investments

Australian Seniors

The Australian Seniors portfolio comprises:

Village Life Portfolio: the Fund earns income from leasing the units within the villages to residents. The properties are subject to a masterlease to ING Community Property Management Pty Limited up to 30 June 2008, after which the Fund will be exposed to the underlying occupancy. The portfolio includes villages under construction.
SunnyCove Portfolio: the properties are leased to SunnyCove, which in turn leases the units in the properties to residents. The portfolio includes villages under construction.
Country Club Villages: the Fund has a loan to, and an equity interest in an associate which owns 30% of Country Club Villages, Country Club Villages owns existing retirement villages, villages under construction and development sites. The investment generates development profits and deferred management fee income.
Settlers Portfolio: the Settlers Portfolio comprises existing retirement villages, villages under construction and development sites. The investment generates development profits and deferred management fee income.

Deferred management fee income is recognised on an accrual basis.

Offshore investments

The Fund owns:

a 49% interest in the US Seniors portfolio, through the US Joint Venture. The balance of interest is owned by ING Real Estate (1%) and Chartwell (50%);
a 50% interest in the Canadian Seniors portfolio, through the Canada Joint Venture in Chartwell. The other 50% interest is owned by Chartwell:
a 100% interest in the US Students portfolio; and
a loan to, and an equity interest in, an associate which owns 100% of the NZ Students portfolio.

All of the underlying properties are held at fair value.

The income from US Seniors, Canadian Seniors and NZ Students is net of interest expense and asset management fees payable by the respective joint ventures.

Depreciation and capital expenditure

The forecast net property income does not include an allowance for depreciation. However, taxation allowances in respect of buildings, plant and equipment are currently available for taxation purposes.

The forecast includes the following allowances and the Fund's share of ongoing capital expenditure:

Australian Seniors (completed)	A\$0.1 million per annum
US Students	A\$0.7 million per annum
US Seniors	A\$1.2 million per annum
Canadian Seniors	A\$0.1 million per annum
New Zealand Students (90% interest)	A\$0.2 million per annum

Future valuation movements

The Forecast does not include any assumptions as to future movements in the value of the Fund's investments, as this will depend largely on market forces which are not capable of being accurately predicted. The distribution policy of the Fund is to base distributions to unitholders on earnings excluding any unrealised movements in the value of the Fund's investments.

Interest income

It is assumed that interest income will be earned on the Fund's cash balances at an average rate of 5.0% per annum.

Income tax

Units in the Fund comprise units in two trusts that are stapled fogether: ING Real Estate Community Living Fund (ILF Fund) and ING Real Estate Community Living Management Trust (ILF Trust).

Under current Australian income tax legislation, the Fund is not liable to pay income tax, on the component of Fund income derived by the ILF Fund provided investors are entitled to all of the taxable income of this trust. The distribution policy of the Fund is to ensure that all taxable income of this trust is distributed to investors. The taxable income of the ILF Trust will be taxed at the Fund level at the company tax rate (currently 30%). This is due to the nature of the trading operations that the ILF Trust conducts. However, it is estimated that the trading results of the ILF Trust will be such that there will be no tax payable during the forecast period covered by this PDS.

Tax implications for investors investing in the Fund are discussed further in Section Eight: Investor Information.

The estimated tax deferred percentages are based primarily on the likely level of capital allowances (depreciation of building and plant and equipment) relating to the Fund's properties and interest in its joint ventures. In Canada, New Zealand and the United States, the diminishing capital allowances may give rise to the Fund and/ or its joint ventures incurring income tax expense and/or withholding tax in those foreign jurisdictions. Based primarily on current tax legislation, investors may be entitled to a tax credit for the income tax incurred. Minimal foreign tax expense is assumed in the Forecast Period.

Foreign exchange translation and hedging

The table below shows the exchange rate used in the Forecast.

	US Standard ASTRESS	21, STILLER $(45:USS)$ $(45:CS)$	Ghàilin ASSESSED	1747 STILLER eksivat	E FRANC
Assets and liabilities	0.831	0.831	0.938	1.126	Rate prevailing at the time the PDS was prepared
Income and expenses	0.7494	0.7645	0.917	1.236	Rate of existing FX hedges

The Fund has capital hedges in place to protect the value of its foreign denominated investments. The Fund also hedges its foreign denominated earnings on a rolling basis. At the time of this PDS the proportion of foreign earnings which are hedged are at least: 95% to 2010; 90% for 2011; and 60% for 2012.

The pro-forma balance sheet and forecast financial performance do not include any assumptions of movements in exchange rates. It is likely that under AIFRS its foreign exchange and capital hedges will be revalued, with the likelihood of a consequent gain or loss recorded in the Statement of Financial Performance and an increase or decrease in net assets of the Fund. The distribution policy of the Fund is to disregard any gain or loss arising on such revaluations when determining the level of income to be distributed to investors.

Goods and Services Tax (GST)

As the Fund is a GST registered entity, the Fund generally will receive input tax credits for GST paid. The forecast including income, fees, charges, issue costs and acquisition costs are reflected net of GST except in circumstances where the fund is not entitled to claim an input tax credit.

4.5 Sensitivity analysis

Key variables which could impact the assumptions used in the Forecast and potentially affect the level of distributions payable to investors include:

Reduction of 2% in rental growth assumption for the US Seniors and Students portfolios (Sensitivity 1);
Reduction in the assumed occupancy rate by 2% for the properties in the US Seniors and US Students portfolio (Sensitivity 2); and
A 6 month delay in the commencement of development of new villages in the Australian Seniors portfolio and a 3 month delay in the developments currently in progress (Sensitivity 3).

The table below illustrates the impact on the income return to investors if an adverse change in the assumptions used in the Forecast occurs:

Sonstavity	Decease h Distributable RESORT OF BUILDING	Residence and Filese *elistristinoasylele ser* New this
Sensitivity 1	$0.64$ cents	8.0% per annum
Sensitivity 2	$0.35$ cents	8.2% per annum
Sensitivity 3	$0.24$ cents	8.3% per annum

The selected sensitivities are based on reasonable downside scenarios, not maximum possible adverse movements. In addition to the sensitivities above, there are many other events that would have a material effect on the Fund's ability to meet the forecast distributions or maintain them in future years, including tenant default under a lease, a change in tax legislation and a change in regulations surrounding the provision of retirement accommodation. Section Five: Investment Risks set out many of the major risks for the Fund and investors.

Secon Pro Investment RBks

Section Five: Investment Risks

5.1 Risk factors

The future performance of the Fund may be affected by a range of factors which are outside the control of IML. You should be aware that investment in the Fund involves risk and that there can be no assurance that the investment objectives or forecasts of the Fund will be achieved. The risks could stem from a broad range of areas as detailed in this section. These risks and other risks may affect the returns from and value of an investment in the Fund.

The risks detailed in this section of the PDS are not exhaustive and you should read the entire PDS, considering your tolerance to risk, your own investment objectives and financial circumstances. It is also recommended that you seek professional advice before deciding to invest in the Fund.

5.2 General investment risks

Economic and market conditions

The Fund may be adversely impacted by many factors including changes in general economic conditions such as interest rates, exchange rates, inflation and changes in the stock market rating of the Fund relative to other investments, especially other listed property trusts.

Property markets

The value of the Fund's property assets may fluctuate depending on property market conditions and this may ultimately affect the performance of the Fund, including distributions paid by the Fund and the market price of Hoits.

Regulatory environment

Changes in government legislation, including changes to the taxation laws, accounting standards and building codes may affect future earnings and the relative attractiveness of investing in the Fund.

Unforeseen litigation

The Fund may become involved in unforeseen litigation and disputes which could have a materially adverse effect on the Fund, its operating results and distributions.

Forecast assumptions

The Forecast may not be achieved if the assumptions used in forecasting the Fund's financial performance are not accurate. You are advised to review the forecasts and assumptions and the sensitivity analysis set out in Section Four: Financial Information to determine your own view on the future performance of the Fund.

Future events and returns

You should be aware that future events cannot be predicted with certainty and as a result, deviations from the forecast returns in this PDS may occur. Future events and other factors may have an impact on income returns. and the value of Units in the Fund.

5.3 Specific Fund risks

Tenant default risk

The Fund is exposed to the risk of a tenant defaulting on its lease obligations and not meeting its rental payments required under the lease. The sustainability of rental income and the value of the assets of the Fund will depend on each tenant's ability to make its rental payments that, in turn, is dependent on their progressive financial positions. If a lease is terminated or expires, the Fund will need to assess whether to lease the asset to another operator or sell it as a going concern. Re-leasing the property will depend on numerous market and financial considerations that will be prevalent at the time.

Joint Venture and management

The Fund has interests in 34 properties owned through joint ventures. Owning properties through joint ventures does not provide the Fund the control it would have if it owned the properties directly. For instance decisions to sell the properties or to wind up the joint venture are subject to the particular rules of each joint venture, but in every case the Fund does not have the unilateral right to direct the joint venture to sell assets or be wound up.

The day to day management of the majority the Fund's properties is conducted by third parties, including the assets in the joint ventures. While the Fund's management team reviews the activities conducted in the joint ventures, its ability to direct the actions of the operator is limited by geographic distance, experience and the terms of any management agreement. In particular the ability to replace the manager because of unsatisfactory performance with an alternative, or to bring management in house, is constrained by the availability of alternative management expertise and the terms of any management agreement. In particular it would be difficult to replace management for those assets held in joint venture.

Licences

Settlement of the Regency Portfolio is conditional upon approval from the MOHLTC for the transfer of licences. Application forms have been lodged with approval anticipated by the end of May 2007. In the unlikely event that licencing approval is not granted by the MOHLTC, management will review its investment strategy including the possibility of returning capital to investors for the amount of equity raised to settle the Regency Portfolio (A\$49 million).

Funding risk

In order to fund future capital expenditure and acquisitions. IML relies on both equity and debt funding along with the refinancing of existing debt facilities. An inability to obtain the necessary funding, or a material increase in the cost of funding, may have an adverse impact on the Fund's performance and financial position.

The Fund's debt facilities will most likely include various financial covenants which, if breached, may result in the Fund paying a higher rate of interest or being required to repay the loans on short notice. Alternative financing may be on less favourable terms, and if no alternative is available, the consequent sale of Fund properties may result in significant financial loss to the Fund.

Interest rate and exchange rate risk

Adverse fluctuations in interest rates and exchange rates, to the extent that they are not hedged, will impact on the earnings available for distribution to Unitholders, Increases in interest rates will adversely affect the performance of the Fund once the hedges expire. IML reviews the interest rate management strategy of the Fund at regular intervals to ensure that the Fund's exposure to interest rate risk is appropriately managed. Refer to Section Four: Financial Information for further information on the Fund's current hedging arrangements.

The value of the Australian dollar has been subject to significant fluctuations with respect to the US and Canadian dollars in the past and may be subject to significant fluctuations in the future. While the Fund's intention is to hedge the value of its foreign investments and the majority of its foreign denominated income for a number of years, the ability for it to do so depends on the availability of hedging contracts from financial institutions.

Refer to Section Four: Financial Information for further information on the Fund's hedging arrangements.

Capital expenditure

The Fund remains responsible for capital repairs to the properties under the terms of the leases. The Fund may incur capital expenditure for unforeseen structural problems arising from a defect in the building or alterations required as a result of changes to statutory requirements.

In circumstances where significant capital works are undertaken in relation to a property owned by the Fund, it is conceivable that the intrusions on the operator's business may lead to a downturn in trade of that operator. The Fund may in these circumstances need to underpin the tenant's performance through some form of rent abatement or reimbursement.

IML may undertake developments where there is opportunity to extract additional value from a property owned by the Fund. This may expose the Fund to risks associated with development such as counterparty risk, contract risk, default risk, building risk, and market risk.

Development risks

Development approvals, slow decision making by counterparties, complex construction specifications, changes to design briefs, legal issues, industrial disputes, adverse weather conditions and other documentation changes may give rise to delays in completion, loss of revenue and cost over-runs. Delays in completion may, in turn, result in liquidated damages and termination of lease agreements and pre-sale agreements.

Other time delays that may arise in relation to construction and development include supply of labour, scarcity of materials, lower than expected productivity levels, inclement weather conditions, land contamination, difficult site access or industrial relations issues.

Acquisition and divestment

It is intended that the Fund will make additional investments which may include the acquisition of seniors housing accommodation, student housing, or other assets, during the life of the Fund. This would be undertaken to grow and preserve return forecasts. Future acquisitions may affect forecast distributions, or any tax deferred portions of income returns.

Valuations

The value in the Fund's properties may vary as a consequence of general property market conditions, the property market, or factors specific to an individual property. Decreases in value of the freehold interest may result in a decrease in the value at which New Units trade on the ASX. Changes in value may impact the Fund's ability to maintain its borrowings and may result in the Fund needing to sell one or more properties quickly at less than the full market value.

Insurance costs

The Fund may, in the future, need to make claims on insurance policies causing premiums to rise. Insurance premiums may also rise in response to unforeseen events in the insurance industry. Properties in the Fund may be subject to acts of terrorism or events of force majeure, adversely affecting the value of the properties and the income and distributions of the Fund. Insurance may not be obtainable on commercially acceptable terms or fully cover these risks.

Taxation risk

The Forecast has been prepared on the basis of existing tax legislation, treaties and protocols between the United States, Canada, New Zealand and Australia, and the current Australian tax treatment of trusts. This area of taxation is complex and in some areas subject to interpretation. Changes to tax legislation and/or the interpretation of the legislation by the tax authorities may significantly impact on the Fund's ability to maintain its distributions, reduce tax deferred components of distributions and reduce any foreign tax credits previously available. The extent of application of GST to the retirement sector is complex and uncertain, and in some areas is subject to interpretation. Changes to GST legislation and/or interpretation by the authorities may adversely impact the Fund's financial performance.

5.4 Industry risks

The Fund is exposed to risks associated with the seniors and student housing sectors. The Fund may be exposed to several material risks which increase the likelihood of default by one of its tenants under their lease and decrease the rent payable in respect of properties owned by the Fund in any new lease.

A summary of these risks include:

Government policy and regulation

The income of the Fund's individual property portfolios depends to a greater or lesser extent on Government funding of the aged pension. In particular the ability of the residents of the Village Life and Regency portfolios to pay accommodation fees is dependant on government funding. There is no quarantee that the existing of increasing levels of government assistance will continue in the future.

Changes in legislation concerning seniors housing

Changes in legislation relating to the provision of seniors housing in Australia. Canada and the United States may adversely impact the Fund or the Fund's operators, including restricting practices, imposing additional operating and/or capital costs, or reducing funding.

Changes in legislation surrounding the issuance of operating licences and the ability to transfer operating licences without delay may adversely impact the Fund or the Fund's operators, including restricting practices and imposing additional operating costs.

Changes in legislation concerning student housing

Changes in legislation relating to the provision of student housing in the United States and New Zealand may adversely impact on the Fund or the Fund's operators, including restricting practices and imposing additional operating and/or capital costs.

Changes in the ageing demographic

A change in the actual demographics may adversely impact the Fund's financial performance.

Deferred Management Fee (DMF) Risk

The DMF valuation model utilises a number of assumptions which are forecast based on industry benchmarks. Assumptions include the following:

An average length of stay for all residents in years is adopted at each of the villages. Should the length of stay materially increase, this will prolong the amount of time it takes to receive DMF income. In all cases the DMF is capped at a maximum percentage rate which will discontinue accruing once the maximum is reached and therefore any increase in DMF will thereafter be dependent upon capital growth only.
Growth rates linked to long term average growth rates are used when modelling future DMF income. Should the residential market in each of the asset locations experience growth rates lower than used in the Forecast, this will impact on the sale price of units which is the base for calculating the DMF income including any applicable capital gains.
The aging demographic is witnessing a number of developers and operators contemplating new investments models to capture market penetration on a daily basis. New models for example include variations in rental accommodation models and strata title communities with no DMF. This may impact on the long term saleability of the DMF retirement villages should market preferences change.
Downward trends in residential market conditions may impact on the ability to sell premises in both the general residential and retirement village market. If residents wishing to relocate to a retirement village cannot sell their current family home or are experiencing delays, this will have a direct impact on both the sale rates of ILUs in new developments (therefore delaying DMF accrual) and resale of ILUs in existing villages (by delaying payment of DMF).

Selatan Sik Fees & Costs

Section Six: Fees & Costs

Consumer advisory warning

The format of this section is prescribed by the Corporations Requlations. It is a requirement of these requiations to include the following Consumer Advice Warning in product disclosure statements. This is a standard statement and is not specific to this PDS.

Alexandrich German Exercise Section 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 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.fido.asic.gov.au) has a managed investment fee calculator to help you check out different fee options.

ING Management Limited (IML), as Responsible Entity of the ING Real Estate Community Living Group (comprising ING Real Estate Community Living Fund (ILF Fund) and ING Real Estate Community Living Management Trust (ILF Trust) (together the ILF or Fund) is entitled under the Constitutions, to the extent permitted by the Corporations Act, to receive fees for acting as the Responsible Entity of the Fund and to be paid or reimbursed for expenses incurred in relation to the proper performance of duties in respect of the Fund.

The following table shows fees and other costs that you may be charged. These fees and costs may be deducted from your account balance, from the returns on your investment or from the Fund's assets as a whole. All fees and costs are shown inclusive of GST and take into account expected input tax credits or reduced tax credits for GST on fees and costs

Information about the taxation of your investment is set out in Section 8.6.

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

Siching Scholars Amerik.

Witz 123011611 Pers'W

--------------------------------------


to the stind and the state of the

Establishment fee The fee to open your investment.	Nil.	Not applicable.
Contribution fee The fee on each amount contributed to your investment.	Nil.	Not applicable.
Withdrawal fee The fee on each amount you take out of your investment.	Nil.	Not applicable.
Termination fee The fee to close your investment.	Nil.	Not applicable.
Manapamanggaré The feet and tosts for managing your investment.	Amerine	SEAVER MARIE CERE
Management fee	IML is entitled to a management fee of 0.52% (\$5.20 per \$1,000) per annum of the gross assets of the Fund.	Calculated and payable monthly in advance out of the assets of each of the ILF Fund and ILF Trust.
Other operational expenses	Other operational expenses recurring annually are estimated to be around \$0.9 million per annum.	Recovered by IML as and when incurred or payable by the Fund to the relevant service provider when incurred.
Property acquisition fee for work undertaken negotiating the acquisitions and conducting due diligence.	\$1.3 million for Long Island Portfolio. \$1.3 million for Regency Portfolio.	Payable to ING Real Estate out of the assets of the ILF Fund at time of settlement of each acquisition.
Other property acquisition costs which have or will be incurred in association with the acquisitions.	\$3.7 million for Long Island Portfolio. \$1.0 million for Regency Portfolio.	Payable out of the assets of the ILF Fund to professional advisers, valuers, state governments and other service providers as and when incurred.
Property management fee for managing the properties owned by the ILF Fund or its Associates.	At market rates on normal commercial terms. Refer to additional explanation below for details.	Payable out of the assets of the ILF Fund to property managers monthly in arrears.

171. TIML 1989 Heeswhen your money moves laker cul Katherishio	LA LA LE LE LA LIB	∎∌£≏∆'≀∭≤`∰\'4£&÷4£∭&∑{E!L≞@
Offer costs Expenses incurred by the Fund in connection with the Offer.	The costs associated with the Offer are \$0.5 million (excluding underwriting fee).	Payable out of the assets of the ILF Fund to professional advisors and other service providers on completion of the Offer.
Underwriting fee The fee for underwriting the Offer.	2.2% of the Offer proceeds raised, $$3.4$ million.	Payable from the ILF Fund to the Underwriter on completion of the Offer.
Capital raising fee for the provision of capital raising services to the ILF Trust, where such services are not obtained from a broker. investment bank or similar organisation.	Approximately 2.6% of the gross amount of equity raised under the offer. IML has agreed not to charge a capital raising fee for this Offer.	Payable out of the assets of ILF Trust to IML immediately following a capital raising.
Started Cost Switching fee

Additional explanation of fees and costs

The fee for changing investment options.

The dollar fee examples below are illustrative only and in no way reflect the potential future performance of the Fund.

Nil.

Not applicable.

Management fee

Under the Constitutions of the ILF Fund and ILF Trust, IML is entitled to a management fee of 0.52% (\$5.20 per \$1,000) per annum of the gross assets of each of the ILF Fund and ILF Trust. For example, if the total assets of the ILF Fund are \$1.2 billion and the ILF Trust are \$1 million, the management fee would be \$6.2 million per annum.

Other operational expenses

Under the Constitutions of the ILF Fund and ILF Trust, IML is entitled to be reimbursed for any expenses incurred in managing the Fund. These costs are estimated to be around \$0.9 million per annum and include valuation fees, audit fees, Unit Registry fees and ASX listing fees. The actual amount of expenses recovered in any year could be more or less than the estimate provided.

Property acquisition fee

The property acquisition fee is the fee payable to associates of the Responsible Entity for the arranging and completing the acquisition of properties on behalf of the Fund. The fee will be up to 1% (including GST) of the Fund's share of the purchase price, but may vary depending on the commission negotiated and the size and structure of the acquisition. For example, if a property is acquired for \$50 million (including costs) the property acquisition fee would be up to \$0.5 million. The property acquisition fee is payable out of the assets of the ILF Fund at time of settlement of each acquisition.

Property management fee

US Seniors: A property management fee ranging from 4% - 5% of gross income is payable to Horizon Bay Chartwell, plus an incentive fee based on exceeding a pre-agreed budget paid annually in arrears. For example, based on gross income of US\$175 million per annum, the property management fee would be US\$7 million (A\$8.4 million) to US\$8.8 million (A\$10.6 million) per annum.

Canadian Seniors: A property management fee of 3% of gross revenue is payable to Chartwell. For example, based on gross revenue of C\$80 million per annum, the property management fee would be C\$2.4 million (A\$2.6 million) per annum.
US Students: A property management fee ranging from 3% to 5.5% of gross income payable to various third parties. For example, based on gross income of US\$20 million per annum, the property management fee would be US\$0.6 million (A\$0.7 million) to US\$1.1 million (A\$1.3 million) per annum.
NZ Students: A property management fee of 8% of gross operating profit is payable to Campus Living Villages. For example, based on gross operating profit of NZ\$3 million per annum, the property management fee would be NZ\$0.24 million (A\$0.21 million) per annum.

> Australian Seniors:

Settlers portfolio: A property management fee of A\$495,083 per annum payable to Retraite Partnership, plus A\$523 per new unit per annum. For example, based on 400 new units per annum the property management fee would be A\$0.7 per annum.
Country Club Villages portfolio: A property management fee of A\$165,000 per annum per village is payable to Gull Management Pty Ltd. For example, based on nine villages under management the property management fee would be A\$1.5 million per annum.

Capital raising fee

IML is entitled to a fee for the provision of capital raising services to the ILF Trust including underwriting and capital raising management and co-ordination which may otherwise have been obtained from a stockbroker. merchant banker or similar organisation. The fee will equal approximately 2.6% of the gross amount raised under a capital raising. The fee is calculated and payable out of the assets of ILF Trust immediately following a capital raising.

For example, if gross amount raised was \$155 million, the fee would be \$4 million. IML has agreed not to charge a capital raising fee for this offer.

Taxation

A general outline of the taxation consequences for Australian residents investing in the Fund is provided in Section 8.6.

GST

If IML is or becomes liable to pay GST on any fees described in this PDS as being exclusive of GST, it is entitled to be reimbursed out of the assets of the Fund for the amount of GST.

Changes to fees

IML has the power to amend the Constitution, including the power to amend the fees to which it is entitled. subject to any legal requirements. You would, however, receive prior notice of any increase in fees in accordance with legal requirements.

The following table provides an example of how the fees and costs for the Fund can affect your investment over a one year period. You should use this table to compare this product with other managed investment products.

EXAMPLE	Balance of \$50,000 with a contribution of \$5,000 during the year.
Contribution fees	For every additional \$5,000 you put in, you will be charged \$0.
Management costs	For every \$50,000 you have in the Fund you will be charged up to \$1,966 each year.
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 during the year, you would be charged fees of between \$1,966 and \$2,163 depending on the time during that year that the additional investment is made.

Sedan Seven Additional Information

Section Seven: Additional Information

7.1 Summary of material agreements

The material legal documents relating to the Fund are:

Regency Share Purchase Agreement Summary (refer Section 7.2);
Security Holders Agreement (Canada Joint Venture) (refer Section 7.3);
Operations Management Agreement (Canada Joint Venture) (refer Section 7.4);
Development Management Agreement (Regency Portfolio) (refer Section 7.5);
Settlers Portfolio Acquisition Summary (refer Section 7.6);
Settlers Management Services Agreement (refer Section 7.7);
Underwriting Agreement between IML and JPMorgan Australia Limited (refer Section 7.8):
Terms of the Fund's financing arrangements (refer Section 7.9).
Management of Village Life Portfolio (refer Section 7.10)
The Fund's Constitutions, which set out many of the rights and obligations of Unitholders and of IML as the Responsible Entity, and its Compliance Plan (refer Sections 7.11 and 7.12).

These documents are summarised below.

7.2 Regency Share Purchase Agreement Summary

On October 20, 2006, Chartwell entered into a share purchase agreement (or SPA) to acquire the shares of various companies directly or indirectly owning and/or managing the Regency facilities (and certain third party owned facilities) for approximately C\$80.1 million, subject to adjustments in respect of long-term liabilities, working capital at closing, work orders affecting facilities, retroactive governmental fee adjustments or clawbacks, and third party consents. This included a C\$5 million deposit. Approximately C\$10.6 million of the total purchase price is to be paid into escrow on closing, of which approximately C\$2.6 million is designed to act as security for the purchase price adjustments and of which approximately C\$8 million will act as security for the vendors' indemnification obligations (as to C\$5 million) and of which approximately C\$3 million will act as security for certain litigation affecting a facility. In certain circumstances, certain properties may be excluded from the purchase and the price adjusted downwards as a result. The SPA is subject to numerous terms and conditions (including respecting required requlatory approvals and third party consents), and there can be no assurance that closing will occur.

Chartwell has agreed to indemnify the vendors for tax liabilities that may arise out of, and their costs related to. certain pre-closing reorganisations (this obligation, as well as others under the SPA, are expected to be assumed by the Canada Joint Venture).

Via a series of transactions, at closing, it is intended that the acquired facilities will be acquired by the Facilities LPs (or LPs), and that they will be managed by the Operations LP, which will in turn contract with Chartwell as Manager under the Operations Management Agreement.

The parties have provided certain representations and warranties to one another in the SPA, and have agreed to certain indemnities, including for breaches of representations or warranties or covenants in the other's favour. Limitations of liability also apply in certain cases, and certain disputes are subject to arbitration.

In March 2007, Chartwell entered into a purchase agreement (the BPA) to acquire an approximate 50% interest in the securities of a limited partnership that operates a long-term care facility in Burlington, Ontario, Canada for approximately. C\$3.8 million, subject to adjustments in respect of long-term liabilities, working capital at closing, certain work orders affecting the facility, retroactive governmental fee adjustments or claw-backs, and third party consents. This included a \$240,000 deposit. \$300,000 of the total purchase price is to be paid into escrow on closing, of which \$100,000 is designed to act as security for the purchase price adjustments and of which \$200,000 will act as security for the vendors' indemnification obligations. The BPA is subject to numerous terms and conditions (including respecting required regulatory approvals and third party consents), and there can be no assurance that closing will occur.

It is intended that the acquired facility will be acquired by one of the Facilities LPs, and that it will be managed by the Operations LP, which will in turn contract with Chartwell as Manager under the Operations Management Agreement.

The parties have provided certain representations and warranties to one another in the BPA, and have agreed to certain indemnities, including for breaches of representations or warranties or covenants in the other's favour. Limitations of liability and indemnification caps also apply in certain cases, and certain disputes are subject to arbitration.

7.3 Security Holders Agreement (Canada Joint Venture Agreement)

The Fund, the Trust and Chartwell intend to form a Joint Venture ("Canadian Joint Venture") to acquire the Regency portfolio and future similar mutually agreed acquisitions in Canada. Some of the material terms of the SHA include the following:

Term

Subject to applicable termination provisions and applicable law, the term of the SHA shall be perpetual.

Ownership Structure

The Canadian Joint Venture is expected to consist of two limited partnerships formed under the laws of Manitoba, Canada. One of the limited partnerships is to be known as the Master LP (or MLP), and the other as the Operations LP (or OLP). The Master LP is expected to form a number of subsidiary limited partnerships to own the various facilities, to be known as the Facilities LPs (or LPs). The general partner of each limited partnership is expected to be a modestly capitalized corporation, which will be fully responsible for all of the liabilities of its respective limited partnership, and which will have a very modest (e.g. 0.01% or less) interest in each limited partnership. The parties intend to seek to operate the limited partnerships to try to preserve limited liability for their respective limited partners wherever practicable (subject to certain indemnification obligations). The Fund will initially be a direct or indirect 50% limited partner of the Master LP, and the Trust will initially be a direct or indirect 50% limited partner of the Operations LP. Chartwell will own the other 50% of each, as well as 50% of the shares of each the general partner of the Master LP and of the general partner of the Operations LP. The Trust will initially directly or indirectly own the other 50% of the shares of these two general partners.

Subject to the terms of the Management Agreement and the Development Agreement, the day to day decisions of any limited partnership are to be made by its general partner, with certain major decisions reserved for the Fund, the Trust and Chartwell.

Restrictions on Transfer

Transfers of their securities by Chartwell, the Fund and the Trust are restricted. Permitted transfers include transfers to affiliates who remain as affiliates and who become jointly and severally liable.
Pledges by way of collateral security for Ioans may also be granted by Chartwell, the Fund and the Trust to certain institutional lenders, provided that the lender agrees in the event of realisation to be bound by the SHA.
Mergers or similar transactions involving Chartwell, the Fund and the Trust are subject to certain limitations, including a requirement for a reasonable indemnity in the event that the mergers or similar transactions would impose regulatory or tax difficulties on the other party.

Right of First Offer

Following a three year period from the date the SHA is executed, any Security Holder that wishes to effect a transfer of all, but not less than all, of its securities, or to cause an LP to effect a sale of its interest in a property, must advise in writing the other Security Holder of its intention to effect such a transfer or cause such a sale and of the proposed price and other terms thereof.
The other Security Holder shall have a period of 30 days following this notice to advise the selling Security Holder whether it wishes to purchase the property to be sold at the price and on the terms advised.
In the event the other Security Holder does not accept the terms of the Offered Interest within this period, the Selling Security Holder may solicit other offers for a period of two months following the relevant period.
If during the two month period a bona fide arm's length offer is received which meets or exceeds the original terms, in all material aspects, the selling Security Holder may accept the Offer.
The sale terms are limited in certain respects, including regarding allowed non-competition provisions, warranties and indemnities.

Right of First Refusal and Tag Along Right

Following a three year period from the date the SHA is executed, if a bona fide arm's length offer which meets certain minimum conditions is received for the securities of a Security Holder or for the property of an LP, the Security Holder who wishes to accept such offer or to cause an LP to accept such offer shall give notice, together with a copy of the offer and associated details, to the other Security Holder, offering the other Security Holder the right to purchase all, but not less than all of the interest at the same purchase price and subject to the same terms set out in the bona fide offer.
If the other Security Holder does not exercise its right to purchase within the response period, the recipient Security Holder shall be free to sell its interest to the bona fide offeror, providing that such sale is completed within a specified period of time.
In the event the right of first refusal is not exercised by the other Security Holder and the recipient Security Holder accepts the bona fide offer, the other Security Holder shall be entitled to participate on the same terms. Once again, the sale terms are limited in certain respects, including regarding allowed non-competition provisions, warranties and indemnities.

Third Party Offer Following Security Holders Election to Sell

In the event the Security Holders mutually agree to sell securities, or to cause an LP to sell one or more of the properties, the collective interests shall be offered for sale at a price and terms mutually agreed upon between the Security Holders, for a period of 60 days following the sale decision.
If following the sale decision the Security Holders receive a bona fide arm's length offer from a third party for a value greater than the selling price and on other terms not materially less favourable, the parties shall accept the offer.
If following the sale decision the Security Holders receive a bona fide arm's length offer which does not satisfy the above requirements, they shall be required to meet to discuss the offer. If only one of the Security Holders wishes to accept such an offer, the other Security Holder shall have the right, within 15 days, to agree in writing to complete the purchase on the same terms and conditions.

ING's Management Option

$>$ If ING directly or indirectly acquires a property, it shall have the option to require Chartwell to manage the property on the same terms as under the Management Agreement, with necessary changes, for up to five years.

Buv-Sell: Arbitration: Confidentiality

In the event of a dispute, either party may be entitled to initiate a "shotgun buy-sell" offer. In addition, disputes shall generally be arbitrated. The SHA contains certain confidentiality provisions.

Change of Control

If either Security Holder enters or agrees to enter into a binding agreement providing for a Change of Control of such Security Holder, or a Security Holder otherwise experiences (or may reasonably be expected to experience) a Change of Control, such Security Holder shall promptly give written notice to the other Security Holder.
The other Security Holder shall then have the right, conditional on the Change of Control occurring, to acquire all, but not less than all, of the affected Security Holder's interest at fair market value, as agreed or as determined by an independent appraiser, following the determination of the value thereof.
A Change of Control in respect of a party is defined in effect as (i) a merger or similar event which results in less than 50% equity ownership of the resulting entity by the prior equity holders. (ii) an acquisition of more than 50% of the votes of the party other than by an affiliate, or (iii) a change within any 12 month period of all or a majority of the trustee(s) or, with certain exceptions, senior officers of a party.

Management and Administration Fees

In a separate agreement between Chartwell and the Fund, the Fund will pay Chartwell an annual asset management fee equal to 0.3% of the gross asset value of the Canada Joint Venture's property portfolio multiplied by the Fund's interest in the Canada Joint Venture for Year 1, reducing to 0.2% for Year 2, 0.2% for Year 3 and 0.1% thereafter. This fee will be paid in relation to the provision of asset management services provided by Chartwell and the administration of the Canada Joint Venture.

7.4 Operations Management Arrangement with Chartwell

The Operating LP intends to enter into an Operations Management Agreement with Chartwell Master Care LP (the Manager) to manage the properties in the Canada Joint Venture.

The material terms of this Operations Management Agreement include the following:

The term of the Operations Management Agreement is five years, unless renewed, extended or terminated prior thereto.
$>$ The Operations Management Agreement may be terminated upon the occurrence of certain events, including:
$\rightarrow$ bankruptcy, expropriation or condernnation, force majeure, uncured defaults, or failure to pay amounts owing;
if occupancy falls below an average of 80% over any consecutive 90 day period; $\geq$
in the event of a change of control of the manager (as defined in the SHA); and $\geq$
disposal of a property or properties constitutes termination of the management of the property or $\infty$ properties sold.
Management fees payable to the Manager are 3% of gross revenues plus applicable Canadian goods and service tax, agreed incentive fees and reimbursement of out-of-pocket expenses subject to certain limits.
Chartwell's responsibilities include maintaining quality operations and care, hiring and supervising staff (key personnel changes are subject to approval by the OLP) on behalf of the LPs, setting rates for the properties (subject to the OLP's approval), maintaining permits, accounting systems and services, record-keeping, financial reporting, notice of claims and legal proceedings, inventories and equipment, advertising and promotion properties (subject to the OLP's approval), maintenance and repairs to the properties (subject to the OLP's approval in certain cases), maintain insurance coverage, property inspections, laundry and food services, and maintaining bank accounts.
An annual operating and capital budget is to be prepared by Chartwell for review and approval by the OLP.
Chartwell and the OLP also agree to provide certain indemnities to each other, and the OLP is entitled to assign the management agreement in the event of the sale of a property and, provided the assignee assumes the OLP's obligations, to be released therefrom.

7.5 Development Management Agreement with Chartwell

The Canada Joint Venture intends to enter into a Development Agreement with Chartwell Master Care LP (the Developer) to supervise and manage the development, construction and servicing of certain new facilities and properties for the Canada Joint Venture.

The material terms of this Development Agreement include the following:

The term of the Development Agreement is for the duration of the applicable development(s).
The Development Agreement may be terminated upon the occurrence of certain events, including:
$\overline{z}$ bankruptcy, of either party;
by the Canada Joint Venture if neither the Fund nor Chartwell own an interest in the development, $\gamma_{\rm B}$ directly or indirectly; and
$\gamma_{\rm B}$ certain uncured defaults.
Fees payable to Chartwell for its services under the development Agreement are 2 1/2% of the aggregate development and construction costs, payable in instalments. Chartwell is responsible for its own general overhead expenses.
Once the facility is open, it is intended to be managed by Chartwell in accordance with the Operations Management Agreement, but at a higher fee of 4% of gross revenues plus applicable Canadian goods and service tax, agreed incentive fees and reimbursement of out-of-pocket expenses (subject to certain limits).
Chartwell's responsibilities include managing the development, construction and servicing of the developments, including formulating a strategic plan and budgets for approval by the Canada Joint Venture. This encompasses coordination of zoning and landscaping, establishing design criteria, development of schedules, cost control systems, engineering drawings and documentation, liasing with local authorities, arranging for the supply of utilities, retaining contractors and others, insurance recommendations, arranging development financing, financial reporting and record-keeping, and marketing and leasing for the opening. Certain key matters are subject to the approval of the Canada Joint Venture.
Chartwell and the Canadian Joint Venture also agree to provide certain indernnities to each other, and disputes are to be subject to arbitration.

7.6 Settlers Portfolio Acquisition Agreement Summary

Settlers Co Pty Ltd (as trustee for the Settlers Subsidiary Trust and the Settlers Operations Trust, which are both subsidiary trusts of the Fund) (Buyer) has contracted to purchase various business assets and a freehold interest in real estate land comprising the Ridgewood, Meadow Springs and Lakeside Lifestyle Villages in Western Australia, and the Novea Park Lifestyle Village in Queensland (together, Assets).

Completion of the purchase of the Assets is scheduled to occur on 20 April 2007, and the total purchase price of the Assets (subject to post-completion adjustment of final accounts) is \$47m (GST inclusive).

In respect of the Western Australian Assets, the freehold interest in land being acquired is in respect of all residential units and communal facilities land, and the Buyer will also acquire the residential leases entered into by residents of the villages.

In relation to the Queensland Asset (where each of the residential lots are privately owned by residents), the Buyer is purchasing the communal facilities land only, and will acquire ongoing management rights under individual agreements with the residents.

The business sale agreement and various land sale contracts contain standard Seller warranties typical to a transaction of this nature.

An Interdependency Agreement has also been entered into with the effect that completion under each of the Land Sale Contracts and the BSA is dependent on completion under each other contract, and that the Buyer has the option of terminating the whole of the transaction if any of the component parts are not able to proceed to completion.

7.7 Settlers Management Services Agreement

At completion of the purchase of the Assets, the Buyer will enter into a Management Services Agreement (MSA) governing the ongoing management and development of the Assets, and the identification of potential further acquisition opportunities in respect of similar assets.

The MSA has been entered into with third party management companies associated with the current manager of the Assets (Manager). The Manager has contracted to provide exclusivity of services of the nature provided under the MSA within Western Australia for the duration of the term of the MSA.

The term of the MSA is five years, following which the Buyer has an option to extend the term for a further term of five years. In the event of any default under the MSA (including any change in control of the Manager entities or resignation of specified key personnel) the Buyer may terminate the MSA immediately.

The Manager receives an initial management fee of \$450,075 per annum (adjusted annually for CPI and reviewed for adequacy against specified criteria) together with an additional management fee based on an amount of \$475 per additional occupied independent living unit following commencement of the term.

The Manager is also entitled to an incentive fee calculated in accordance with specified hurdle rates linked to the development and sale of new living unit stock during the term of the MSA.

7.8 Underwriting Agreement

IML, in its capacity as the Responsible Entity of the Fund and JPMorgan (Underwriter) have entered into an Underwriting Agreement for the underwriting of the Offer, a summary of which is included below:

Underwriting Commitment the underwriter will underwrite the Entitlement Offer and Public Offer at a price at \$1.34.
Fees the Underwriter is entitled to fees equal to 2.2% of the gross proceeds of the Offer. The Underwriter will be responsible for payment of any sub-underwriting fees.
Indemnity IML indemnifies the Underwriter and certain other indemnified parties against all Claims (as defined in the Underwriting Agreement), and loss incurred or suffered as a result of, or in connection with the Offer, the PDS and certain other breaches or acts. This indemnity is subject to certain limited exceptions, including fraud, negligence, wilful misconduct, illegality and breach of the Underwriting Agreement by an indemnified party.
Representations, Warranties and Undertakings the Underwriting Agreement contains various representations, warranties and undertakings made by the Fund to the Underwriter. In addition, the Agreement contains various obligations of the Fund, including that it must conduct the Offer in accordance with the transaction timetable, the Constitution, this PDS, the Corporations Act, the Listing Rules and any other applicable laws.
Termination the Underwriter may terminate its obligations under the Underwriting Agreement upon the occurrence of certain termination events. The various termination events are summarised below.

Those events which are subject to a materiality threshold are marked with an asterisk. These events do not entitle the Underwriter to exercise its termination rights unless, in the opinion of the Underwriter acting reasonably, the event has or is likely to have a material adverse effect on the outcome, success or settlement of the Institutional Placement or Offer or the price at which Units are sold on the ASX, or could reasonably be expected to give rise to a liability of the Underwriter under the Corporations Act or under any law, regulation or treatv.

a) Disclosures

There is a material omission from the PDS of information required by the Corporations Act to be included, or a statement in the PDS is or has become misleading or deceptive in a material respect or otherwise fails to comply with the Corporations Act.

b) No quotation

i) Trading of Units on the ASX is suspended for more than three Business Days at any time prior to the Final Allotment Date which in the reasonable opinion of the Underwriter would have a material adverse effect on the prospects of the Retail or Institutional Entitlement Offer;
ii) The Fund is removed from the official list of the ASX or Units in the Fund cease to be quoted on the ASX; or
iii) Unconditional approval or conditional approval (provided such conditions would not in the reasonable opinion of the Underwriter, have a material adverse effect on the success or settlement of the Offer) by the ASX for official quotation of the New Units is refused or is not granted before the relevant settlement date or is granted but subsequently withdrawn, qualified or withheld.

c) Timetable

Any event in the timetable is delayed for more than three Business Days without the Underwriter's prior consent.

d) Index Indicator Rates

Either of the Index Indicator Rates for bonds issued by the Commonwealth of Australia, which have a tenor of either three years or ten years, on three consecutive Business Days is more than 100 basis points above the index indicator rate for those bonds as published in the Australian Financial Review on the Business Day immediately before the date of the Underwriting Agreement.

e) S&P/ASX200 Property Index

The S&P/ASX200 Property Index on three consecutive Business Days is more than 10% below the S&P/ASX 200 Property Index as at close of business of the ASX on the Business Day immediately before the date of the Underwriting Agreement.

f) Notifications*

Any of the following notifications are made:

ASIC applies for an order under Part 9.5 of the Corporations Act in relation to the PDS unless it has not become public and is withdrawn by the end of the second Business Day after it is made; or
an order or interim order is made by ASIC under section 1020E of the Corporations Act concerning the PDS or ASIC holds or gives notice of intention to hold a hearing in relation to the PDS unless it has not become public and is withdrawn by the end of the second Business Day after it is made; or
ASIC commences any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 1989 (Cth) in relation to the Offer Documents unless it has not become public and is withdrawn by the end of the second Business Day after it is commenced.

q) Consent

Any person whose consent to being named in the PDS is required by the Corporations Act but refuses to provide their consent prior to lodgement of the PDS with ASIC or any person withdraws their consent to being named in the PDS (provided that if the Underwriter withdraws consent, the Underwriter acts reasonably and in good faith) unless such consent is reinstated by the end of the second Business Day after it is withdrawn.

h) Withdrawal of the PDS

IML withdraws the PDS or the invitations to apply for Units under the PDS or withdraws the the Offer.

i) Breach*

IML defaults under, or breaches, any provision of this Agreement including any representation, warranty or undertaking.

i) Prosecutions*

ASIC gives notice of an intention to prosecute IML or any of its directors or employees (in their capacity as a director or employee of IML) or any of such directors or employees in such capacity is charged with an indictable offence relating to a financial or corporate matter.

k) Investigation

ASIC gives notice of intention to hold a hearing or investigation into the Fund unless it has not become public and withdrawn by the end of the second Business Day after it is given.

I) Hostilities*

There is an outbreak or significant escalation of major hostilities (including acts of terrorism) in any region of the world involving one or more of Australia, the United States of America, the United Kingdom, China, Japan or Indonesia.

m) Material Contracts

Without the prior written consent of the Underwriter (such consent not to be unreasonably withheld), any of the material contracts summarised in the PDS are terminated (whether by breach or otherwise), rescinded, altered or amended in a material respect or any such contract is found to be void or voidable.

n) Unauthorised alterations

The Fund alters its constitution, the Constitution or its or the Fund's capital or disposes of, or attempts to dispose of, a substantial part of the business or property of the Fund other than as disclosed in the PDS.

o) Certificate

Any Certificate which is required to be given under the Underwriting Agreement is not given when required or a statement in that Certificate is untrue or incorrect in a material respect.

p) New circumstances

A new circumstance arises that is materially adverse from the point of view of an investor after the PDS is lodged with ASIC which would have been required by Part 7.9 of the Corporations Act to be included in the PDS if the matter had arisen when the PDS was prepared or because it is "defective" within the meaning of section 1021B of the Corporations Act.

q) Future matters

Any statement as to a future matter (including without limitation any financial forecast or projection) in the PDS or which is provided to the Underwriter by IML is or becomes incapable of being met or occurring or in the reasonable opinion of the Underwriter becomes unlikely to be met or occur in the projected timeframe.

r) False information*

Any information supplied by IML or on its behalf to the Underwriter in respect of the Offer is or is found to be false or misleading in a material respect.

s) Disclosures in Due Diligence*

There is a material omission from the results of the due diligence investigation performed in respect of the Fund or the results of the investigation or the verification material are false or misleading in a material respect.

t) Insolvency events

An insolvency event occurs in relation to IML or the Fund.

u) Adverse changes*

After the date of the Underwriting Agreement there is a material adverse change, an act or omission by IML or a development which could reasonably be expected to result in a material adverse change, in the assets, liabilities, financial position, performance (including profitability) or prospects of the Fund.

v) Change of law*

There is a change in law or policy which has or could adversely alter any material condition relating to the Institutional Placement or the Offer or the tax position of the Fund.

w) Disruption in financial markets*

There occurs any material adverse or material adverse disruption to the political or economic conditions or financial markets in Australia, the United Kingdom or the United States of America or the international financial markets or any material adverse change or development involving a prospective material adverse change in national or international political, financial or economic conditions. A general moratorium on commercial banking activities in Australia, the United Kingdom or the United States is declared by the relevant central banking authority in any of those countries and remains in force for two consecutive Business Days, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries which remains in force for two consecutive Business Days.

x) Trading in securities*

Trading on all securities on the ASX, the London Stock Exchange, New York Stock Exchange is suspended or limited in a material way for one business day.

y) Supplementary PDS

Failure to lodge a supplementary PDS in accordance with the Underwriting Agreement

7.9 Financing arrangements

Financing arrangements in relation to the Regency Portfolio

The Canada Joint Venture will inherit C\$143 million debt which will be assumed on closing. The borrowings comprise of 16 mortgages with four third party lenders. The weighted average interest rate of borrowings is 7.41% with a remaining term of 20 years.

Financing arrangements in relation to the Australian facilities

The Fund has an existing A\$150 million bank facility with the Commonwealth Bank of Australia expiring in December 2009. Drawings under the facility are based on a quarterly floating reference rate (currently 6.40%) per annum). The facility is currently drawn to \$99.6 million, and is secured against the value of the properties within the Fund's Australian Seniors Village Life portfolio.

7.10 Management of Village Life Portfolio

It is anticipated that the operational management of the Fund's Village Life portfolio will be transferred from Village Life Ltd to SCV Group Limited (SCV) for the remaining two years of the existing management agreement.

In connection with this transfer the Fund has announced its intention that it will invest up to \$3 million in the forthcoming SCV's capital raising announced on 21 March 2007.

7.11 Constitutions for the ING Real Estate Community Living Group

The ING Real Estate Community Living Group comprises two trusts, each with its own constitution.

Constitution for ING Real Estate Community Living Fund (ILF Fund)

The rights and obligations of Unitholders and IML are governed by the Constitution and the Corporations Act. As the ILF Fund is a registered managed investment scheme registered under Chapter 5C of the Corporations Act, the Constitution has been lodged with ASIC and may be obtained from IML upon request. The following is a summary of the key features of the Constitution of the ILF Fund.

Responsible Entity

As the Responsible Entity of the ILF Fund, IML is responsible to Unitholders for its operation and owes duties under Chapter 5C of the Corporations Act and also fiduciary duties as trustee of the ILF Fund. IML may only retire in the circumstances provided for in the Corporations Act. Unitholders may remove IML by complying with the procedures set out in the Corporations Act.

Powers of the Responsible Entity

As the Responsible Entity, IML has all the powers in respect of the ILF Fund that it is possible under the law to confer on a trustee, as though it were the absolute and beneficial owner of the assets of the ILF Fund and acting in its personal capacity. The Responsible Entity may appoint a person, including an Associate of IML, as its delegate, attorney or agent to exercise its powers and perform its obligations. The Constitution allows the Responsible Entity during the lifetime of the ILF Fund to staple shares of a company to the ILF Fund's Units.

Remuneration of the Responsible Entity

IML is entitled under the Constitution, to the extent permitted by the Corporations Act, to receive fees for acting as the Responsible Entity of the ILF Fund and to be paid or reimbursed for certain expenses incurred in the proper performance of its duties in relation to the ILF Fund. Please see Section Six: Fees and Costs for more information.

Limitation on liability

Subject to the Corporations Act, the liability of the Responsible Entity to a Unitholder or any person in respect of the ILF Fund is limited to IML's ability to be indemnified from the assets of the ILF Fund.

IML is entitled to be indemnified out of the assets of the ILF Fund for any liability incurred by IML in properly performing or exercising any of its powers or duties in relation to the ILF Fund. To the extent permitted by the Corporations Act, the indemnity includes any liability incurred as a result of any act or omission of a delegate or agent appointed by IML.

Termination of the ILF Fund

The Fund terminates on the earliest of:

$>$ the date determined by the Responsible Entity in a notice given to Unitholders as the date on which the ILF Fund is to be terminated; and
$>$ the date on which the ILF Fund is terminated under the Constitution or by law.

Beneficial interest in the Fund

The beneficial interest in the Fund is divided into Units which may be fully or partly paid Units.

Issue of Units

The power to issue Units in the ILF Fund is governed by the provisions of the Corporations Act, the Constitution and ASX Listing Rules. The Constitution provides that while the ILF Fund is listed it may issue Units, by placement, at an Issue Price and on terms representing not less than 90% of the average market price on the day preceding the date the Responsible Entity (or its agents) offered the Units to potential investors. The Constitution also permits the Responsible Entity to replace the '90%' or any other percentage amount inserted in its place with another percentage amount provided in all cases the percentage amount so inserted is no more than a 10% discount to the average market price on the day preceding the date the Responsible Entity (or its agents) offered the Units to potential investors.

Transfer of Units

Subject only to restrictions imposed by law and the ASX Listing Rules, Units in the ILF Fund may be transferred.

Redemption of Units

The Constitution does not provide for the redemption of Units.

Stapling

The Constitution provides for the stapling of a Unit to a share in a company or a unit in a trust.

Distribution of income

The distributable income of the ILF Fund is determined by the Responsible Entity and allocated to Unitholders in accordance with the Constitution.

Limitation of Unitholder liability

A Unitholder's liability is limited to the unpaid part (if any) of Units held.

Meeting of Unitholders

Every Unitholder is entitled to receive notices of Unitholder meetings, to attend those meetings and subject to certain restrictions on voting by interested parties, to vote at those meetings.

Amendments

Subject to any approval required by law, the Responsible Entity may by deed amend or replace the Constitution.

Constitution for ING Real Estate Community Living Management Trust (ILF Trust)

The rights and obligations of Unitholders and IML are governed by the Constitution and the Corporations Act. As the ILF Trust is a registered managed investment scheme registered under Chapter 5C of the Corporations Act, the Constitution has been lodged with ASIC and may be obtained from IML upon request.

The terms of the Constitution of the ILF Trust are substantially the same as the terms of the Constitution of the II F Fund.

7.12 Compliance Plan & Compliance Committee

Under the Corporations Act IML is required to register a Compliance Plan with ASIC for the ING Real Estate Community Living Fund and ING Real Estate Community Living Management Trust. The Compliance Plan for the Fund describes the procedures that IML will apply in operating the Fund to ensure compliance with the Corporations Act and the Constitution.

A Compliance Committee has been established who will be responsible for monitoring IML's compliance with the Compliance Plan and report on its findings to the Board.

7.13 Disclosure of fees of professional advisers

Refer to Section Six: Fees & Costs for further information on fees paid and payable to professional advisers.

Interests of IML

IML is entitled to fees as described in Section Six: Fees & Costs as as reimbursement of costs. IML, its Directors, officers and other related parties may hold units from time to time. Where this occurs, those investments will be acquired on the same terms as for any other investor.

7.14 Consents and disclaimers

Link Market Services Limited has given and not withdrawn its consent to be named in this PDS in the form and context in which it is named. Link Market Services Limited was not involved in the preparation of this PDS and to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this PDS.

Chartwell has given and not withdrawn its consent to be named in this PDS in the form and context in which it is named. Chartwell was not involved in the preparation of this PDS and to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this PDS.

JP Morgan Australia Limited has given and not withdrawn its consent to be named in this PDS in the form and context in which it is named. JP Morgan Australia Limited was not involved in the preparation of this PDS and to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this PDS.

7.15 Ethical, social & environmental considerations

IML will not take into account labour standards, social or ethical considerations in selecting, retaining or realising investments for the Fund. Environmental issues will be taken into account as part of normal property due diligence.

7.16 ASX Waivers

ASX has granted IML the following waivers and confirmations:

confirmation that the proposed Entitlement Offer timetable is acceptable to ASX.
$>$ waiver from Listing Rules 3.20 and 7.40 to the extent necessary to:
permit IML to give the market less than seven Business Days notice of the proposed Record Date $\rightarrow$ for determining Unitholders' Entitlements and to permit IML to despatch the notice to Unitholders containing the information required by Appendix 3B of the Listing Rules on the Business Day before the Record Date;
permit IML to ignore changes in Unitholdings which occur after the announcement of the trading halt $\geq$ in the Existing Units which will be requested for the purposes of conducting the Institutional Entitlement Offer but before the Record date for the purpose of determining Unitholders' Entitlements to New Units under the Entitlement Offer: and
treat a nominee (in respect of Unitholdings registered in the name of a nominee) as a separate $\geq$ Unitholder in respect of Units held for one or more Existing Unitholders and units held for persons other than Existing Unitholders (and accordingly, the nominee may receive both the Institutional Entitlement Offer in respect of Units held as nominee for Institutional Investors and the Retail Entitlement Offer in respect of units held as nominees for other persons).
a confirmation under Listing Rules 3.20 and 7.40 that the Institutional Entitlement Offer will be treated as being made to nominees (where applicable), even where made directly to the Unitholder for whom the nominee holds Units.
a waiver from Listing Rule 7.1 to permit the Entitlement Offer and the underwriting by JP Morgan to proceed without Unitholder approval on a number of conditions.
a waiver from Listing Rule 7.40 to the extent necessary to permit IML to conduct the Entitlement Offer in accordance with the proposed timetable submitted to ASX.
a waiver from Listing Rule 10.11 to the extent that the Entitlement Offer can proceed without Unitholder approval on the condition that related parties do not participate in the Entitlement Offer bevond their pro rata entitlement.

7.17 ASIC Modifications

ASIC has granted a modification of the definition of continuously guoted securities in section 9 of the Corporations Act omitting "12 months" in paragraph (a) of that definition and substituting "3 months" to allow the Fund to rely on short form PDS provisions under section 1013FA in the preparation of this PDS.

7.18 Governing law

This PDS is governed by the law applicable in New South Wales and each Applicant submits to the exclusive jurisdiction of the courts of New South Wales.

7.19 Related party disclosures

IML as Responsible Entity of the Fund is a party to the following transactions with persons who may be considered to be related parties under the Corporations Act and who may be considered to be persons in a position of influence under ASX Listing Rule 10.1:

Lease between Village Life Limited and ING Community Property Management Limited:
Master Lease Agreement between IML, ING Community Living Pty Limited and ING Community Property Management Pty Limited:

Further details relating to the above agreements maybe obtained from the PDS lodged with ASIC and the ASX on 9 May 2006.

The Constitution permits IML to seek professional advice and services at the expense of the Fund. IML may engage the services of ING Real Estate with such services to be provided on an arms length basis at normal commercial rates.

Directors and officers of IML may subscribe for Units under the Offer on the same terms as set out in this PDS.

7.20 Overseas Unitholders

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.

7.21 Rounding of New Units

Fractional Entitlements to New Units have been rounded up to the nearest whole number of New Units. Where IML considers that holdings have been split to take advantage of the rounding up. IML reserves the rights to the extent permitted by law, to aggregate the holdings of the relevant Unitholders for the purposes of determining entitlements.

7.22 Directors' authorisations

Each Director of IML has consented to the issue of this PDS and lodgement of this PDS with ASIC.

Section Eight: Investor Information

8.1 Distributions

Distributions are paid quarterly. The proposed dates for the distributions for 2007/2008 year are outlined in the table below¹:

Excrete of School	Distribution payment date¹
-30 June 2007	31 August 2007
30 September 2007	31 October 2007
-31 December 2007	29 February 2008
31 March 2008	30 April 2008

¹ These dates are indicative only and are subject to change.

Distributions will be paid into your nominated bank, building society or credit union account. Direct credit payments are deposited into your account as cleared funds on the payment date.

Unitholders will receive an annual taxation statement informing them on how to include distributions received during the year in their income tax returns.

8.2 Distribution Reinvestment Plan

Under the terms of the Fund's Constitution, IML has established a Distribution Reinvestment Plan (DRP), to allow investors a convenient and cost effective method of increasing your unitholding in the Fund by reinvesting all or part of your income distributions in the form of additional Units in the Fund.

The principal terms of the DRP are outlined below:

at or about the distribution payment date, the cash distribution in relation to the Units participating in the $\sim$ DRP will be automatically reinvested into Units in the Fund;
the price at which Units will be issued under the DRP will be the volume weighted average market price $\rightarrow$ of the Fund's existing Units traded on the ASX during the 14 trading days prior to and including the last business day of each quarter, less a discount. The discount will be determined by IML and may be varied from time to time:
participants in the DRP do not have to pay brokerage, commission or any stamp duty on the Units issued $\geq$ under the DRP:
the number of Units received will be calculated as the amount of the quarterly distribution you are entitled $\rightarrow$ to receive, divided by the price of the DRP Units, rounded up to the nearest whole Unit;
you may join, vary participation or withdraw from the DRP at any time as provided under the terms of the $\rightarrow$ DRP: and
IML has the power to amend the DRP rules at any time. $\sim$

8.3 Updated information

Prior to the closing date of the Offer, information about this investment may need to be updated by IML. All updated information will be made available from ING Real Estate's website at www.ingrealestate.com.au/investment.

A paper copy of the updated information is available without charge by contacting IML using the details in the Corporate Directory or Link Market Services Limited on 1300 653 497 (local call cost) or +61 2 8280 7057. Where updated information is materially adverse to you IML will issue a supplementary PDS.

8.4 Unit reaistry

Questions relating to address changes, distribution instructions, annual and half yearly reports or any other registration matters should be directed to Link Market Services Limited as follows:

Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Telephone: 1300 653 497 (local call cost) or +61 2 8280 7057 Facsimile: +61 2 9287 0303 Email: [email protected]

8.5 Complaints

All complaints relating to the Fund will be governed by the Fund's Constitution as well as IML's Complaints Policy. IML's Complaints Policy is set out on ING Real Estate's website at www.ingrealestate.com.au/investment. Under the terms of this policy, IML will attempt to resolve all complaints within 48 hours of the complaint being received. In the event the complaint is not resolved within this timeframe the complainant will be advised and IML will do all things necessary to resolve the complaint in a timely manner. Anyone wishing to register a complaint should contact IML as follows:

Investor Services

ING Management Limited Level 6, 345 George Street Sydney NSW 2000 Email: [email protected] Telephone: +61 2 9033 1035 Facsimile: +61 2 9033 1059

Should the complaint remain unresolved or the complainant wish it to be investigated further, the complainant will be referred to the independent dispute resolution scheme Financial Industry Complaints Service, of which IML is a member. Their contact details are:

Financial Industry Complaints Service

PO Box 579 Collins Street West Melbourne VIC 8007 Telephone: 1300 780 808 Fmail: [email protected] Website: www.fics.asn.au

8.6 Taxation consequences

The following comments provide a general guideline on the Australian taxation implications of investing in the Fund. These comments are based on current taxation law and practice, which may be subject to change. These comments also assume that Units acquired by the investor are held as a capital investment asset rather than a trading asset and assume that Unitholders are residents of Australia for income tax purposes.

You should consult your own professional adviser on the implications of making an investment in, holding and disposing of, Units in the Fund and the receipt of income or other distributions from Units in the Fund under Australian law and the laws of the countries in which you are liable to taxation.

Taxation treatment of the Fund

Your investment in the Fund is a stapled security. Each stapled security comprises one unit in ING Real Estate Community Living Fund (ILF Fund) and one unit in ING Real Estate Community Living Management Trust (ILF Trust).

There should be no income tax applied at the Fund level on net income derived by the ILF Fund provided that it is fully distributed or reinvested on your behalf. The net income of the ILF Trust will be subject to taxation at the Fund level at the company tax rate (currently 30%), as a consequence of the nature of the trading business that it conducts.

Taxation of Unitholders Distributions from the Fund

Distributions to you, or reinvestments on your behalf, will have taxation implications for you in the income year in which your entitlement arises. For most taxpayers the income year will end on 30 June.

Distributions from the Fund will potentially include a number of different components which may receive different taxation treatments, In relation to distributions from the Fund, the components may include tax assessable income, tax deferred income, non-discounted capital gains, discounted capital gains and the discount amount on discounted capital gains. In relation to distributions from the ILF Trust, the components may include franked and unfranked dividends. You will be able to identify the components of distributions from the annual tax statement which will be issued for the Fund by IML for the year of income.

A brief outline in relation to each of these components is set out below.

Tax assessable income

Tax assessable income is simply the taxable income component of the income of the ILF Fund to which you are entitled. This amount will be included in your assessable income.

Any tax assessable income that is derived from overseas sources will be separately identified in your statement. along with details of any foreign tax credits (in respect of overseas tax paid) to which you may be entitled.

Tax deferred income

Tax deferred income relates primarily to distributions by the ILF Fund associated with favourable tax timing differences; that is, taxable income of this trust being less than accounting income. These timing differences will typically represent tax claims for building allowances and capital allowances in respect of depreciating assets forming part of investments held by IML, as well as deductible capital expenditure to raise equity for the Fund.

Tax deferred income will not ordinarily be included in your assessable income. It may, however, give rise to a capital gain in certain circumstances. In broad terms, a capital gain will arise to the extent that the total tax deferred distributions during the period of ownership of a unit in the ILF Fund exceeds the cost base of that unit. The capital gain to be included in your assessable income may be reduced if the capital gains tax (CGT) discount is available (refer "CGT discount for Unitholders" in this section of the PDS).

In addition, tax deferred income will impact upon your CGT position upon disposal of Units because tax deferred income distributed to you reduces the cost base of the units in the ILF Fund. This will result in a relatively greater capital gain when these units are disposed of in the future.

Capital gains (non-discounted)

If IML (as responsible entity for the ILF Fund) sells a capital asset which it has not held for at least 12 months, any capital gain arising on disposal will be included in the calculation of the net capital gain of the Fund available for distribution. The net capital gain component of the distribution will be included in your assessable income. Such gains are not eligible for the CGT discount.

Discounted capital gains and discount amount

If IML (as responsible entity for the ILF Fund) sells a capital asset which it has held for at least 12 months, any capital gain arising on disposal will ordinarily be reduced by 50% for the purposes of calculating the net capital gain of the Fund available for distribution.

The discount capital gain component of a distribution should be grossed up by the amount of the discount (i.e. to the amount of the original capital gain realised by the ILF Fund) for the purposes of calculating your net capital gain. You may then be able to claim a discount in your own right according to your own particular circumstances. The discount rate that can be applied by individuals and trusts is 50% and for complying superannuation entities the discount rate is 33.3% (companies are not eligible for any CGT discount).

The non-assessable discount component of discount capital gains does not result in a reduction in the cost base of the units; that is, it is effectively tax free.

Franked dividends

Franked dividends are distributions of profit by the ILF Trust which have been franked by tax paid by IML at the company tax rate. Such dividends are generally to be grossed up for any franking credits attaching to the dividends for inclusion in the Unitholder's assessable income with a tax offset (credit) being claimable for the amount of the franking credit. Where the Unitholder is a company, the franking credit will generally be able to be included as a credit to the relevant company's dividend franking account.

Whilst the gross-up and credit treatment will apply to most Unitholders, individual circumstances may vary and for certain categories of Unitholder a different tax treatment may arise.

Unfranked dividends

Unfranked dividends are distributions of profit by ILF Trust which have not been franked. Such dividends will be assessable to Unitholders without any gross-up or tax credit being claimable.

Disposal of Units in the Fund

The most likely method of disposal of Units in the Fund is by way of sale or transfer of the Units. Capital gains may arise on the disposal of Units in the Fund. For CGT purposes, Units in the Fund will be taken to have been acquired by you pursuant to the Offer contained in this PDS on the date Units are issued, for a cost base equal to the Issue Price per Unit, plus any incidental costs of acquisition.

Capital gains will generally equal the excess (if any) of the consideration received for disposal of Units over the cost base, subject to CGT discount being potentially available to Unitholders (refer "CGT discount for Unitholders" in this section of the PDS). As noted above, tax deferred distributions will reduce the cost base of units in the ILE Fund

A capital loss may arise where the cost base (reduced, where appropriate, for tax deferred distributions) exceeds the consideration received upon disposal.

CGT discount for Unitholders

If you are an individual, trust or complying superannuation entity that has owned the Units for at least 12 months, a CGT discount may be available in respect of a disposal of your Units. In this case, the amount of the capital gain to be included in your assessable income may be reduced by 50% for individuals and trusts and 33.3% for complying superannuation entities. Companies are not eligible for the CGT discount.

Fund losses

Revenue losses or net capital losses incurred by the Fund cannot be distributed to members. Net capital losses may, however, be available to offset future capital gains of the Fund. The availability of revenue losses to offset future assessable income of the Fund will depend on the satisfaction of certain statutory tests, in particular, the 50% Stake Test (effectively a continuity of ownership test).

Complying superannuation entities

A number of restrictions are placed upon the types of investments which a complying superannuation entity may make. These restrictions should not ordinarily prevent or limit an investment in the Fund.

Indirect taxes

The acquisition of Units pursuant to the Offer contained in the PDS should not attract stamp duty or the GST.

Tax file numbers

If you do not provide a tax file number or details of exemption, you may have tax deducted at the highest individual marginal tax rate, plus Medicare levy, from distributions. Such deductions will be indicated on your distribution statement.

8.7 Regular reporting and disclosure obligations

The Fund is listed on the ASX and its Units quoted on the ASX under the code ILF.

As the Fund is a disclosing entity under the Corporations Act, it is subject to regular reporting and disclosure obligations. Broadly, these obligations require the preparation of both yearly and half yearly financial statements, a report on the operations and undertakings of the Fund during the relevant accounting period and an audit review report.

IML is to immediately notify the ASX of any information concerning the Fund of which it is or becomes aware of, which a reasonable person would expect to have a material effect on the price or value of Units in the Fund, subject to certain limited exceptions relating to confidential information.

Copies of any documents lodged with ASIC in relation to the Fund may be obtained from, or inspected at, an ASIC office. You are entitled to obtain a copy of the following documents:

the annual financial report most recently lodged with ASIC by the Fund: $\geq$
any half-year financial report lodged with ASIC by the Fund after lodgement of that annual financial report $\overline{z}$ and before the date of this PDS; and
any continuous disclosure notices given by the Fund after the lodgement of that annual report and before $\rightarrow$ the date of this PDS.

IML will provide a copy of any of the above documents referred to above free of charge to any persons who requests such a copy.

8.8 Privacy

ING is committed to ensuring the confidentiality and security of your personal information. ING is bound by the Privacy Act and the National Privacy Principles regulated by the Federal Privacy Commissioner as guidance in the responsible handling of personal information.

If you complete the Application Form, you will be providing personal information to IML (directly and/or via the Unit Registry). IML (and the Unit Registry on their behalf) collect(s), hold(s) and use(s) that personal information in order to assess your application, service your needs as an investor, provide facilities and services that you request and carry out the appropriate administration of the Fund.

The ING Privacy Policy detailing the handling of personal information is available on request. You may request access to the information held by ING about you and your investment in the Fund by contacting the IML Privacy Officer as follows:

Privacy Officer

ING Management Limited Level 6, 345 George Street Sydney NSW 2000 Email: [email protected] Telephone: +61 2 9033 1012 Facsimile: +61 2 9033 1059

8.9 Applications and right to withdraw or close the Offer

Handling of applications

If your Application Form is not completed correctly it may, at IML's discretion, still be treated as valid.

IML reserves the right to decline all or part of any application without providing reasons for doing so. To the extent any application is not satisfied in part or in whole, Application Monies will be refunded without interest.

In accordance with the Corporations Act, Application Monies will be deposited into an account established for the purpose of holding Application Monies until the money is applied to the issue of Units in the Fund. No interest will be payable to applicants in respect of Application Monies held in this account prior to allotment of New Units. Any interest will accrue to the Fund for the benefit of all Unitholders.

Right to withdraw or close the Offer

IML reserves the right to withdraw the Offer at any time without notice. If for any reason the Offer does not proceed, your Application Monies will be returned without interest.

IML reserves the right to close the Offer at any time without notice. If IML receives Application Monies from you after the close of the Offer it will refund those Application Monies to you as soon as practicable without interest.

8.10 Questions

If you have questions in relation to the Offer you should either contact your broker, financial adviser or other professional adviser, or Link Market Services Limited by:

emailing [email protected]; or
$>$ calling 1300 653 497 (local call cost) or +61 2 8280 7057.

ING Real Estate Community Living Group Product Disclosure Statement 76

Glossary

A\$ or \$	Australian Dollars
ABS.	Australian Bureau of Statistics
AIFRS.	Australian equivalent of International Financial Reporting Standards
Applicant	A person who submits an Application Form to subscribe for Units in accordance with this PDS
Application Account	The account in which the Application Monies are deposited by IML
Application Form	The Entitlement and Acceptance Form sent to Existing Unitholders along with this PDS plus the Public Offer Application Form included in the back of this PDS (or provided by an on-line application facility)
Application Monies	The monies received in connection with the Offer pursuant to this PDS
ASIC	The Australian Securities & Investments Commission
Associate	As defined in Division 2 of Part 1.2 of the Corporations Act
ASX	Australian Securities Exchange Limited (ABN 98 008 624 691)
ASX Code	The trading code assigned by the ASX to Units in the Fund
Business Day	A day other than Saturday, Sunday, a public holiday or a bank holiday in Sydney
Canadian Seniors.	Fund's senior housing communities in Canada
Chartwell	Chartwell Seniors Housing REIT Inc.
Canada Joint Venture.	Fund's 50% interest in the Regency Portfolio
$\mathsf{CGT}^-$	Capital gains tax
Complaints Policy	Has the meaning appearing in Section 8.5
Constitutions	The constitutions of the Fund which are summarised in Section 7.11
Corporations Act	Corporations Act 2001 (Cth)
Country Club Villages	ING Real Estate Community Living Fund's 90% interest in ING Real Estate CC Trust No.1 (ABN 57 339 314 092) which owns a 30% interest in Country Club Villages Pty Limited (ABN 78 971 921 660) a private owner, operator and developer of retirement villages in Australia
CPI.	Consumer Price Index as published by the Australian Bureau of Statistics
$C\$ .	Canadian Dollar
DMF	Deferred Management Fee
DRP.	Distribution reinvestment plan described in Section 8.2
Early Acceptance Date	7 May 2007, being the date by which completed Entitlement and Acceptance Forms must be received at the Unit Registry in order for New Units to be allotted on 14 May 2007
Entitlement :	The Entitlement of 1 New Unit for every 2.791 Units held on the Record Date by persons with registered addresses in Australia or New Zealand
Entitlement and Acceptance Form	The personalised form accompanying this PDS provided to Existing Unitholders setting out their Entitlement
Entitlement Offer	The offer of New Units under this PDS to Existing Unitholders.

Glossary

Existing Institutional Unitholder	Existing Unitholders who are also Institutional Investors which receive an Institutional Entitlement Offer.
Entitlement Offer	The offer of New Units under this PDS to Existing Unitholders
Existing Institutional Unitholder	Existing Unitholders who are also Institutional Investors which receive an Institutional Entitlement Offer
Existing Retail Unitholders.	Existing Unitholders who are not Institutional Investors
Existing Unitholders	Unitholders as at 7.00pm (Sydney time) on 27 April 2007 (Record Date) with a registered address in Australia or New Zealand
Existing Units	Units on issue at the Record Date and not including New Units pursuant to the Offer
Final Acceptance Date	5 June 2007, being the date by which completed Entitlement and Acceptance Forms or Public Application Forms must be received by the Unit Registry in order to receive New Units under the Entitlement Offer
Final Allotment	The allotment of New Units to Existing Unitholders and Public Investors who apply for New Units under the Offer later than 5pm on the Early Acceptance Date but before 5pm on the Final Acceptance Date
Forecast	The financial forecast set out in Section Four: Financial Information
Forecast Period	From 1 July 2007 to 30 June 2008
Fund or ILF	ING Real Estate Community Living Group comprising ING Real Estate Community Living Fund (ARSN 107 459 576) and ING Real Estate Community Living Management Trust (ARSN 122 928 410)
GDP	Gross domestic product, a measure of the total value of goods and services produced by a nation
Gearing	Total borrowings drawn divided by total assets
GLA	Gross lettable area
GST	Goods and services tax
GTA :	Greater Toronto Area
Horizon Bay	Horizon Bay Management LLC
Horizon Bay Chartwell	A joint venture between Horizon Bay and Chartwell to manage the US Joint Venture properties
IML	ING Management Limited (ABN 15 006 065 032; AFSL 237534)
ING.	ING Groep N.V. (a company registered in the Netherlands) and its controlled entities
ING Real Estate	The real estate business of ING
ING Real Estate Investment Management Australia	ING Real Estate Investment Management Australia Pty Limited (ABN 91 096 136 202)
Inital Allotment Date	The allotment of New Units to:
	a) Existing Institutional Unitholders who apply for New Units under the Institutional Entitlement Offer; and
	b) Existing Retail Unitholders who apply for New Units under the Retail Entitlement Offer before 5.00pm on Early Acceptance Date

Institutional Entitlement Offer	The offer of New Units under this PDS to certain Existing Unitholders who are Institutional Investors
Institutional Investors	A wholesale client within the meaning of section 7.61G of the Corporations Act
Issue Price	\$1.34 per New Unit
Investor	An investor in the Fund, also referred to as "you" or "your"
JPMorgan	J.P.Morgan Australia Limited (ABN 52 002 888 011; AFSL 238188)
kms.	Kilometres
Link Market Services Limited	The Fund's Unit Registry
Listing Rules	The listing rules of the ASX which are applicable to entities admitted to the official list of the ASX
Long Island Portfolio	A portfolio consisting of five assisted living communities located in Long Island, New York that were purchase by the US Joint Venture in 2006
m ²	Metres squared
MOHLTC	Ministry of Health & Long Term Care in Canada
National Privacy Principles	The National Privacy Principles set out in schedule three of the Privacy Act 1988 (Cth)
New Units	Units issued under the Offer
New Zealand Students	ING Real Estate Community Living Fund's 90% interest in a portfolio of three student housing assets in Wellington, New Zealand
NTA	Net tangible assets
NZ\$	New Zealand Dollar
Offer	The offer of New Units in the Fund pursuant to this PDS
PDS	This product disclosure statement
Privacy Act	Privacy Act 1988 (Cth)
Property Portfolio	The portfolio of 118 properties currently owned by the Fund as listed in Section Three: Investment Portfolio
Public Investors	Australian residents that receive the Public Offer in Australia
Public Offer	The offer made to the public within Australia to subscribe for 3.7 million of New Units plus any New Units which are not subscribed for under the Entitlement Offer
Public Offer Application Form.	The form included in this PDS for Public Investors to subscribe for New Units
Record Date	7.00pm (Sydney time) on 27 April 2007 being the date for determining Entitlement to New Units
Regency Portfolio	A portfolio consisting of eight long Term Care facilities located in Toronto, Canada
Responsible Entity.	IML

Glossary

Settlers Portfolio	A portfolio consisting of three retirement villages located in Western Australia and one retirement village located in Queensland
TFN	Tax file number
Underwriter	J.P.Morgan Australia Limited (ABN 52 002 888 011)
Underwriting Agreement	The agreement between IML and the Underwriter dated on or about 23 April 2007
Unii	A unit in ING Real Estate Community Living Fund and a unit in ING Real Estate Community Management Living Trust which are issued as stapled securities.
Unit Registry	Link Market Services Limited (ABN 54 083 214 537)
US\$.	United States Dollar
US Joint Venture	The joint venture between the Fund, ING and Chartwell owning the US Seniors portfolio
US Seniors	Fund's seniors housing communities in the United States owned by the US Joint Venture
US Students	Fund's student housing properties in the United States

I/We lodge full application money













Joint Applicant #3





r ostcoae,


Please note: that if you supply a CHESS HIN but the name and address details on your Public Offer 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 New




Cheque(s) or money order(s) should be made payable to "ING Management Ltd - ILF Offer Account" in Australian currency and



I/We declare that by lodging this Public Offer Application Form, I/we represent and warrant that I/we have read the Product Disclosure Statement to which this Public Offer Application Form relates, have personally received a paper or electronic copy of the Product Disclosure Statement that this Public Offer
Application Form accompanies, agree to the bound by the Constitutions of ING Real Estate Community Living Management Trust (ARSN 122 928 410) and
ING Real Estate Community Living Fund (ARSN 107 459 576) and the terms and conditions of the Offer (including the representations, warranties and agreements contained in the Product Disclosure Statement). I/we hereby apply for such number of New Units as may be calculated in accordance with

the terms of the Product Disclosure Statement. I/we hereby authorise ING Management Limited as Responsible Entity to complete and execute any
documents necessary to effect the allotment of any New Units. By lodging this Public Offer Application Form, I/we declare that this Public Offer Application Form is completed and lodged according to the Product Disclosure Statement and that all statements made by me/us are complete and accurate. I/we represent and warrant that by lodging this Public Offer Application Form, I/we am/are in compliance with all laws of any jurisdiction outside the Commonwealth

Public Offer closes at 5:00pm (Sydney time) on 5 June 2007
This Public Offer Application Form must be read in conjunction with the PDS

NO SIGNATURE IS REQUIRED

ILF IPO001

Mana Mana Mana Mana Martin I

Ch,

ng)
Sa

Important Information

The Australian Securities and Investments Commission requires that this Public Offer Application Form must not be handed to another person unless attached to or accompanied by the Product Disclosure Statement dated 23 April 2007 and a person who gives another person access to this Public Offer Application Form must at the same time and by the same means give the other person access to the Product Disclosure Statement. Link Market Services Limited will send you a free paper copy of the Product Disclosure Statement if you have received an electronic Product Disclosure Statement and you ask for a paper copy before the close of the Offer on 5 June 2007 ("Closing Date").

ING Management Limited reserves the right to close the Offer early, extend the Offer and not to proceed with the Offer, or accept any applications (including late applications) in whole or in part.

Your Guide to the Public Offer Application Form

Please complete all relevant white sections of the Public Offer Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the Form

The New Units to which this Public Offer Application Form relates are ING Real Estate Community Living Group New Units. Further details about the New Units are contained in the Product Disclosure Statement dated 23 April 2007 issued by ING Real Estate Community Living Group. The Product Disclosure Statement will expire on the Closing Date. While the Product Disclosure Statement is current, Link Market Services Limited will send paper copies of the Product Disclosure Statement, any supplementary document and the Public Offer Application Form, free of charge on request.

The Product Disclosure Statement contains important information about investing in the ING Real Estate Community Living Group. You should read the Product Disclosure Statement before applying for New Units.

Insert the number of New Units you wish to apply for. The Application must be A for a minimum of 2,000 New Units (A\$2,680). You may be issued all of the New Units applied for or a lesser number.
Insert the relevant amount of application money. To calculate your application B money, multiply the number of New Units applied for by the Issue Price. Amounts should be in Australian dollars. Please make sure the amount of your cheque(s) or money order(s) equals this amount.
c Write the full name you wish to appear on the statement 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
Ð If you are an individual please enter your date of birth. You must be over 18 years of age and have full legal capacity and power to perform all your rights and obligations under this Application.
Please enter your postal address for all correspondence. All communications to Έ you from the Fund and the Registry will be mailed to the person(s) and address as shown. For joint applicants only one address can be entered.
If you are already a CHESS participant or sponsored by a CHESS participant. F. write your Holder Identification Number (HIN) here.
Ġ Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your application.
Please complete cheque(s) or money order(s) details and make it payable to ING Management Ltd - ILF Offer Account" in Australian currency and cross it "Not Negotiable". Your cheque(s) or money(s) order must be drawn on an Australian branch of a financial institution.
- The amount of the cheque(s) or money order(s) should agree with the amount shown in Section B.
- Sufficient cleared funds should be held in your account(s), as cheque(s) or money order(s) returned unpaid are likely to result in your application being rejected.
- Pin (do not staple) your cheque(s) or money order(s) to the Public Offer. Application Form where indicated.

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a unitholder (including your name, address and details of the Units you hold) to be included in the public register of the entity in which you hold Units. Information is collected to administer your unitholding and if some or all of the information is not collected then it might not be possible to administer your unitholding. Your personal information may be disclosed to the entity in which you hold Units. You can obtain access to your personal information by contacting us at the address or telephone number shown on this Form. Our privacy policy is available on our website. (www.linkmarketservices.com.au).

LODGEMENT INSTRUCTIONS

Applicants should return their Public Offer Application Form with accompanying cheque(s) or money order(s) in the enclosed reply paid envelope or alternatively:

By Mail to:	By Hand Delivery to:
TNG Real Estate Community Living Group	. ING Real Estate Community Living Group
C/- Link Market Services Limited	C/- Link Market Services Limited
Locked Bag A14	Level 12, 680 George Street
Sydney South NSW 1235	Sydney NSW 2000

Applications must be received no later than 5:00pm Sydney time on 5 June 2007 or such other date as the Directors may determine If you require further information on how to complete this Public Offer Application Form, please contact the Registry on 1300 653.497 or +61 2 8280 7057 for overseas callers.

CORRECT FORMS OF REGISTRABLE NAMES

Note that ONLY legal entities are allowed to hold New 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 beneficiary 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 Use given names in full, not initials	Mrs Katherine Clare Edwards	K Č Edwards
Company Use Company's full title, not abbreviations	Liz Biz Pty Ltd	Liz Biz R/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 Ωr 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 office bearen's) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Ptv 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.

I/We lodge full application money













Joint Applicant #3





r ostcoae,


Please note: that if you supply a CHESS HIN but the name and address details on your Public Offer 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 New




Cheque(s) or money order(s) should be made payable to "ING Management Ltd - ILF Offer Account" in Australian currency and



I/We declare that by lodging this Public Offer Application Form, I/we represent and warrant that I/we have read the Product Disclosure Statement to which this Public Offer Application Form relates, have personally received a paper or electronic copy of the Product Disclosure Statement that this Public Offer
Application Form accompanies, agree to the bound by the Constitutions of ING Real Estate Community Living Management Trust (ARSN 122 928 410) and
ING Real Estate Community Living Fund (ARSN 107 459 576) and the terms and conditions of the Offer (including the representations, warranties and agreements contained in the Product Disclosure Statement). I/we hereby apply for such number of New Units as may be calculated in accordance with

the terms of the Product Disclosure Statement. I/we hereby authorise ING Management Limited as Responsible Entity to complete and execute any
documents necessary to effect the allotment of any New Units. By lodging this Public Offer Application Form, I/we declare that this Public Offer Application Form is completed and lodged according to the Product Disclosure Statement and that all statements made by me/us are complete and accurate. I/we represent and warrant that by lodging this Public Offer Application Form, I/we am/are in compliance with all laws of any jurisdiction outside the Commonwealth

Public Offer closes at 5:00pm (Sydney time) on 5 June 2007
This Public Offer Application Form must be read in conjunction with the PDS

NO SIGNATURE IS REQUIRED

ILF IPO001

Mana Mana Mana Mana Martin I

Ch,

ng)
Sa

Important Information

ING Management Limited reserves the right to close the Offer early, extend the Offer and not to proceed with the Offer, or accept any applications (including late applications) in whole or in part.

Your Guide to the Public Offer Application Form

Please complete all relevant white sections of the Public Offer Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the Form

Insert the number of New Units you wish to apply for. The Application must be A for a minimum of 2,000 New Units (A\$2,680). You may be issued all of the New Units applied for or a lesser number.
Insert the relevant amount of application money. To calculate your application B money, multiply the number of New Units applied for by the Issue Price. Amounts should be in Australian dollars. Please make sure the amount of your cheque(s) or money order(s) equals this amount.
Write the full name you wish to appear on the statement of Units. This must be c 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
Ð If you are an individual please enter your date of birth. You must be over 18 years of age and have full legal capacity and power to perform all your rights and obligations under this Application.
Please enter your postal address for all correspondence. All communications to Έ you from the Fund and the Registry will be mailed to the person(s) and address as shown. For joint applicants only one address can be entered.
If you are already a CHESS participant or sponsored by a CHESS participant. F. write your Holder Identification Number (HIN) here.
Ġ Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your application.
Please complete cheque(s) or money order(s) details and make it payable to ING Management Ltd - ILF Offer Account" in Australian currency and cross it "Not Negotiable". Your cheque(s) or money(s) order must be drawn on an Australian branch of a financial institution.
- The amount of the cheque(s) or money order(s) should agree with the amount shown in Section B.
- Sufficient cleared funds should be held in your account(s), as cheque(s) or money order(s) returned unpaid are likely to result in your application being rejected.
- Pin (do not staple) your cheque(s) or money order(s) to the Public Offer. Application Form where indicated.

LODGEMENT INSTRUCTIONS

Applicants should return their Public Offer Application Form with accompanying cheque(s) or money order(s) in the enclosed reply paid envelope or alternatively:

By Mail to:	By Hand Delivery to:
TNG Real Estate Community Living Group	. ING Real Estate Community Living Group
C/- Link Market Services Limited	C/- Link Market Services Limited
Locked Bag A14	Level 12, 680 George Street
Sydney South NSW 1235	Sydney NSW 2000

CORRECT FORMS OF REGISTRABLE NAMES

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Use given names in full, not initials	Mrs Katherine Clare Edwards	K CEdwards
Company Use Company's full title, not abbreviations	Liz Biz Pty Ltd	Liz Biz R/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 Ωr 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 office bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Ptv Ltd	XYZ Ptv 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.

Corporate Directory

ING Real Estate Community Living Group comprising:

ING Real Estate Community Living Fund ARSN 107 459 576

ING Real Estate Community Living Management Trust ARSN 122 928 410

Issuer & Responsible Entity

ING Management Limited ABN 15 006 065 032 AFS Licence No: 237534

Registered office

Level 6, 345 George Street Sydney NSW 2000 Telephone: + 61 2 9033 1035 Facsimile: + 61 2 9033 1060 Website: www.ingrealestate.com.au/investment Email: [email protected]

Directors of IML

R J Colless AM (Chairman) D P Blight P M Clark M B Easson AM P | Redmond P F Scully H S Thomson (alternate for D P Blight) A L Astridge (alternate for D P Blight)

Secretaries

A A Crawford H S Thomson

Underwriter

J.P.Morgan Australia Limited Level 32 Grosvenor Place 225 George Street Sydney NSW 2000

Unit registry

Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Telephone: 1300 653 497 (local call cost) or +61 2 8280 7057 Facsimile: +61 2 9287 0303 Website: www.linkmarketservices.com.au Email: [email protected]

Enquiries

For any enquiries, please contact your broker, accountant or other professional adviser or phone Link Market Services Limited on 1300 653 497 (local call cost) or +61 2 8280 7057.

AUSTRALIA BELGIUM CANADA $CHINA$

CZECH REPUBLIC FRANCE GERMANY HUNGARY

ITALY JAPAN KOREA POLAND

ROMANIA SINGAPORE SPAIN SWEDEN

TAIWAN THAILAND THE NETHERLANDS UK. USA

ING A REAL ESTATE

ING Real Estate Investment Management Australia Concert 6, 345 George Street
Sydney NSW 2000
T +61 2 9093 1035 F, +61 2 9033 1060

vivvv.ingrealettate com auknvestment

AI assistant

INGENIA COMMUNITIES GROUP — Capital/Financing Update 2007

65125_rns_2007-04-22_26412fd1-ecc2-4fc0-a489-9e64dd826a5c.pdf

Market Broduct Disclosure Statement

Non-renounceable Entitlement Offer and Public Offer 23 April 2007

Notice & disclaimer

Capital and investment returns are not quaranteed

This is not investment advice - you should seek your own financial advice

Selling restrictions apply

Forward looking statements

Content of PDS

Definitions

Photographs

About the Fund

Offer at a glance

Key dates Retail Entitlement Offer and Public Offer2

Chief Executive Officer's Letter

Dear Investor

Your Questions Answered

Danisla Key Features of the Offer & the Fund

Section One: Key Features of the Offer & the Fund

11 The Offer

Retail Entitlement Offer

Institutional Entitlement Offer

Public Offer

1.2 How to apply

Existing Unitholders

New investors in Australia

Payments

Investors applying through brokers

Online applicants

1.3 Allotment and trading of New Units

1.4 Important dates for the Retail Entitlement Offer, Public Offer and Institutional Entitlement Offer (Offer)

1.5 Voting rights and distribution policy

1.6 Underwriting of the Offer

1.7 The Investment Portfolio

Regency Portfolio

Settlers Portfolio

Investment in US Joint Venture

1.8 Financial forecast

1.9 Significant potential benefits

Attractive forecast income return

Fund diversification and opportunity for earnings growth

Experienced property funds manager

1.10 Potential significant risks - your capital investment and income are not guaranteed

General investment risks

Property specific risks

Industry specific risks

1.11 Questions/further information

9. M. M Overview of the Fund & its Management

Section Two: Overview of the Fund & its Management

2.1 Fund strategy and opportunities

2.2 Structure of the Fund

2.3 ING Real Estate Investment Management Australia

Hugh Thomson, Chief Executive Officer

Denise Pollatos, Senior Investment Manager

Robert Seymour, Acquisitions Manager

Tom Hure, Financial Controller

Mike McKechnie. Senior Asset Manager

Sancha Cromie, Senior Asset Manager

Nick Martinis, Asset Manager

Fiona Rinaldi, Asset Manager

2.4 Board of the Responsible Entity

Richard Colless AM (Independent Director and Chairman)

David Blight (Non-Executive Director)

Philip Clark (Independent Director)

Michael Easson AM (Independent Director)

Philip Redmond (Independent Director)

Paul Scully (Independent Director)

2.5 Fund borrowings and hedging strategy

Sacron PrinceInvestment Portfolio

Section Three: Investment Portfolio

3.1 Partfallo averview

Portfolio diversification by region*

3.2 Regency Portfolio

Canadian Seniors market overview

Increased life expectancy

Ontario Population Compound Annual Growth Rate 2006-2031

Estimated Growth as a % of total population in Ontario's 75-84 and 85+ age groups

Overview of seniors housing in Canada

INGENIA COMMUNITIES GROUP Capital/Financing Update 2007

Key dates Retail Entitlement Offer and Public Offer²

Sacron Prince
Investment Portfolio