RAM ESSENTIAL SERVICES PROPERTY FUND - Governance Information 2021

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RAM Australia Medical Property Fund

Restated and Amended Constitution as at 8 September 2021

RAM Australia Funds Management Limited

Baker & McKenzie ABN 32 266 778 912 Tower One - International Towers Sydney Level 46, 100 Barangaroo Avenue Barangaroo NSW 2000 Australia www.bakermckenzie.com

1.	Agreed terms	1
2.	Name of Trust	11
3.	Duration of the Trust	11
4.	Trust Deed legally binding	12
5.	Assets held on Trust	12
6.	Units	12
7.	Transfer and Transmission of Units	13
8.	Proportional Takeover Bid	16
9.	Partly Paid Units	17
10.	Classes of Units	21
11.	Application Price for Units	22
12.	Application procedure	24
13.	Redemption Price of Units	26
14.	Redemption procedures	27
15.	Stapling Provisions and IPO Proposal	32
16.	Valuation of Assets, Registers and Financial Statements	35
17.	Payments	36
18.	Income and Distributions	37
19.	AMIT taxation regime	40
20.	Powers and obligations of the Trustee	42
21.	Change of Trustee	44
22.	Communications	45
23.	Meetings of Unitholders	46
24.	Rights and liabilities of Trustee	49
25.	Limitation of liability and indemnity in favour of Trustee	50
26.	Liability of Unitholders	50
27.	Fees and Expenses	51
28.	Procedure on termination	58
29.	Amendments to this Trust Deed	60
30.	Provisions prevail	60

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2021

31.	Compliance Committee	61
32.	Complaints	61
33.	Miscellaneous	62
34.	Table of Compliance with Corporations Act	64
Schedule 1		66

Restated and Amended Constitution as at 8 September

2021

Title

RAM Australia Medical Property Fund

Date

Parties RAM Australia Funds Management Limited (629 968 163) of Suite 31.01 31F, Australia Square, 264 George Street, Sydney, NSW 2000 ( RAM or Trustee )

Recitals

A The Trustee declares this deed to be the Trust Deed of the RAM Australia Medical Property Fund ( Trust ).
B The Trust will be promoted to the public, even if the investment is open to wholesale clients (as defined in the Corporations Act) only.
C The Trust will be promoted by an Offer Document issued by the Trustee with the intention that the Trust become a widely held unit trust (as defined in the Duties Act).
D This document establishes and governs the Trust.

Operative provisions

1. Agreed terms

Definitions

1.1 In this document these terms have the following meanings:

Accrued Income Entitlement in relation to a Unit means the Trustee's estimate of the appropriate share of the Distributable Income of the Trust attributable to that Unit accrued from the commencement of the Distribution Period to the date for redemption of the Unit.

Adviser includes any adviser, consultant or expert, and any other person appointed by the Trustee to provide advice in relation to the Trust.

AMIT has the meaning given in section 995-1 of the Tax Act.

AMIT Cost Base Increase Amount has the meaning given in section 995-1 of the Tax Act.

AMIT Regime means the laws related to the taxation of AMITs in the Tax Act and related legislation, as were implemented by the Tax Laws Amendment (New Tax System for Managed Investment Trusts) Act 2016 (Cth) and related Acts (being the Income Tax Rates Amendment (Managed Investment Trusts) Act 2016 (Cth) , Medicare Levy Amendment (Attribution Managed Investment Trusts) Act 2016 (Cth) and the Income Tax (Attribution Managed Investment Trusts — Offsets) Act 2016 (Cth)), and as may be amended from time to time .

AMMA Statement has the meaning given in section 995-1 of the Tax Act.

Application Price means the application price for a Unit calculated in accordance with this Trust Deed.

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Approving Resolution has the same meaning given in section 648D(1) of the Corporations Act having regard to section 604 of the Corporations Act.

Approving Resolution Deadline means the 14th day before the last day of the bid period.

ASIC means the Australian Securities and Investments Commission or any Government Agency which replaces it or performs its functions.

ASIC Relief means a declaration made under, modification of or exemption from the provisions of the Corporations Act issued by ASIC.

Assets means all the property of the Trust, but not:

(a) application money or property in respect of which Units have not yet been issued;
(b) redemption money or property in respect of which Units have been redeemed; or
(c) any Distributable Income payable, but not paid.

ASX means ASX Limited (ACN 008 624 691) or the market operated by it as the context requires.

Auditor means the auditor from time to time appointed by the Trustee under clause 16.11.

Business Day means a day other than a Saturday or Sunday on which banks are open for general banking business in Sydney.

BBSW for a period means:

(a) the rate determined by the Trustee to be the arithmetic mean (rounded up, if necessary, to the nearest 0.01%) of the bid rates displayed at or about 10.30 am Australian Eastern Standard Time (AEST) on the first day of that period on the Reuters screen BBSW page for a term of one month after eliminating the highest (or one of the highest if more than one) and the lowest (or one of the lowest if more than one) of those rates; or
(b) if for any reason there are no rates displayed for a term then BBSW will be the rate determined by the Trustee to be the average of the buying rates quoted to the Trustee by three Australian banks selected by the Trustee at or about that time on that day. The buying rates must be for bills of exchange which are accepted by an Australian bank and which have a term equivalent to one month.

Capital Reallocation Proposal means a proposal for the Trustee to make or receive a capital payment as a capital reallocation amount as described in paragraph 9 of Schedule 1.

Cash means currency and includes cheques.

Class means a class of Units with the same rights, restrictions and obligations, issued by the Trustee in accordance with clause 10 and set out in any Offer Document.

Complaint means an expression of dissatisfaction made to the Trustee related to its products or services, or the complaints handling process itself, where a response or resolution is explicitly or implicitly expected.

Compliance Committee means a compliance committee established by the Trustee in connection with the Trust.

Compliance Committee Member means a member of the Compliance Committee.

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Commencement Date means the date on which the Trust commences in accordance with clause 3.1.

Consolidated Group's Assets means the consolidated assets of the Trust and the Trust's Controlled Entities with the effects of all transactions between the Trust and the Trust's Controlled Entities being eliminated in full.

Consolidation or Division Proposal means a proposal to consolidate, divide or convert Relevant Securities in a ratio determined by the Trustee, including rounding of the number of Units as the Trustee determines.

Control has the meaning given under the Corporations Act and Controlled is to be construed accordingly.

Controlled Entity means an entity Controlled by the Trust.

Corporations Act means the Corporations Act 2001 (Cth).

Determined Member Component has the meaning given in section 995-1 of the Tax Act.

Determined Trust Component has the meaning given in section 995-1 of the Tax Act.

Distributable Income means the amount determined in accordance with clause 18.

Distribution Calculation Date means each 30 September (and, if the Trustee so determines, each 31 December, 31 March, and each 30 June or such other days as the Trustee may designate) falling on or before the Termination Commencement Date.

Distribution Period means:

(a) for the first distribution, the period beginning on the Commencement Date and ending on the first Distribution Calculation Date immediately following the Commencement Date;
(b) for the last distribution, the period beginning on the day after the last preceding Distribution Calculation Date and ending on the date on which the final distribution is made to Unitholders; and
(c) in all other cases in each year during the continuance of the Trust, each of the periods beginning on the day after the preceding Distribution Calculation Date and ending on the next occurring Distribution Calculation Date.

EDR means external dispute resolution.

Establishment Costs means any or all Expenses incurred by any person or paid in connection with the establishment and initial promotion of the Trust, including the production and distribution of the first offering document for the Trust.

Exchange Proposal means a proposal whereby a written offer to transfer or redeem some or all of their Units is made to a Unitholder or to specific Unitholders in consideration of any or all of:

(a) the issue or transfer of units in another trust, or interests of whatever nature in or in relation to another entity;
(b) a cash payment; and
(c) a transfer of Assets.

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Expenses includes any costs, liabilities, expenses, commissions, brokerage, fees, Taxes and duties. Examples of expenses are given in clause 27.27.

Financial Year means:

(a) for the first financial year, the period on and from the Commencement Date and including the next 30 June;
(b) for the last financial year, the period on and from 1 July immediately before the date of final distribution to and including the date of final distribution on termination of the Trust; and
(c) in all other circumstances, the 12 month period ending on 30 June in each year.

First Offer Document for Stapled Securities has the same meaning in Schedule 1.

First Quotation Date means the first date of quotation of Units.

Former Unitholder means a person who was a Unitholder but ceases to hold an interest in the Trust.

Fully Paid Unit means a Unit on which the Application Price has been fully paid.

GST means a goods and services tax, value added tax, consumption tax or a similar tax or a tax on services only, including without limitation, 'GST' as defined in section 195-1 of the GST Act.

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

GST Group has the meaning given in the GST Act.

Holding Lock means a facility that prevents securities from being deducted from, or entered into, a holding pursuant to transfer or conversion, as defined by Operating Rules from time to time.

Implementation Date has the meaning given to 'implementation date' under the Implementation Deed.

Implementation Deed means the agreement among the Trustee and others in relation to the implementation of the IPO Proposal.

Income Distribution means the amount calculated in respect of the Unitholder under clause 18.6.

Input Tax Credit has the meaning given in the GST Act.

IPO Costs means any or all Expenses incurred by any person or paid in connection with the IPO Proposal, including the production and distribution of the First Offer Document for Stapled Securities and the identification, sourcing, procuring and arranging for the acquisition of any current or future Assets.

IPO Proposal means a proposal for the Trustee to conduct an initial public offering of Units in the Trust.

IPO Subscribers has the meaning given in clause 15.1(b).

Issue Step has the meaning given in clause 15.1(b).

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Liabilities means the liabilities of the Trust including any provision which the Trustee decides should be taken into account in determining the liabilities of the Trust, but excluding any liabilities:

(a) to applicants for Units in respect of application money or property in respect of which Units have not yet been issued; or
(b) to Unitholders, arising by virtue of the right of Unitholders to request redemption of their Units or to participate in the distribution of the Assets on termination of the Trust.

Liquid has the same meaning as in the Corporations Act.

Listed means being admitted to the official list of ASX as defined in the Listing Rules and Listing has a corresponding meaning.

Listing Rules means the listing rules of the ASX and any other rules of the ASX which are applied while the Trust is admitted to the official list of the ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Market Integrity Rules means the ASX Market Integrity Rules (ASX Market) 2010, as amended or replaced from time to time, except to the extent of any exemption or modification granted by ASIC and available to the Trust or the Trustee.

Market Price on a particular day means, subject to the Corporations Act, in relation to Units only:

(a) the VWAP for all Units traded on ASX for each of the 10 Trading Days immediately before the relevant day (whether or not a sale was recorded on any particular day);
(b) the price obtained pursuant to a bookbuild arranged by a reputable investment bank with experience in arranging bookbuilds in the Australian equity market, provided that the Auditor has provided written certification that the bookbuild was conducted in accordance with normal market standards; or
(c) if:
(i) in the case of paragraph (a) of this definition, Units have not been Officially Quoted for at least 10 consecutive Trading Days before the relevant day; or
(ii) in the case of paragraph (a) or (b) of this definition, in the Trustee's opinion, a determination under paragraph (a) or (b) of this definition (as relevant) would not provide a fair reflection of the market value of the Unit having regard to the nature of the proposed offer of Units and the circumstances in which the proposed offer is made,

the price per Unit determined by an Adviser who:

(iii) is independent of the Trustee; and
(iv) has relevant market experience in determining the issue price of securities in circumstances similar to those in which the determination of the Market Price of a Unit is being made,

to be the fair market price of the Unit, having regard to:

(v) to the nature of the proposed offer of Units for which purpose the Market Price of a Unit is being calculated;

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(vi) the circumstances in which the proposed offer of Units will be made; and

the interests of investors generally, including balancing the dilutionary effect of any such issue against the desirability of a successful capital raising.

Member Component has the meaning given in section 995-1 of the Tax Act.

Member Objection Choice means a choice made by a unitholder under the AMIT Regime for the Unitholder's Determined Member Component to be the Unitholder's Member Component, including a choice made by a Unitholder under section 276-205(5) of the Tax Act.

Minimum Holding means the amount from time to time determined by the Trustee pursuant to clause 12.6 to be the minimum holding for Units.

Net Asset Value means the value of the Assets calculated reasonably current to the time of issue or withdrawal of Units or payment of an Income Distribution in accordance with clause 15 and generally accepted accounting principles and commercial practice applicable in Australia less the Liabilities.

Nominee means a nominee appointed by the Trustee from time to time.

Offer Document means an offer document issued by the Trustee with respect to the Trust from time to time.

Officially Quoted means being granted "Official Quotation" under the Listing Rules, including, if quotation is suspended for a continuous period of not more than 60 days, the period of suspension (or such other period as allowed for under the Listing Rules from time to time).

Operating Rules means the Market Integrity Rules, ASX Operating Rules, including the Listing Rules, the ASX Clear Operating rules, the ASX Settlement Operating Rules and any other rules of the ASX which apply while the Trust is admitted to the official list of the ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Other Attached Security has the same meaning as in Schedule 1.

Other Issuer has the same meaning as in Schedule 1

Over has the meaning given to that phrase in section 276-345 of the Tax Act.

Partly Paid Unit means a Unit on which the Application Price has not been paid in full.

Prior Year Adjustment Amounts means the amount identified by the Trustee as Unders and Overs relating to the financial years for which the Trust was an AMIT that are discovered in later financial years.

Proper ASTC Transfer means a proper ASTC transfer as defined in the Corporations Act.

Property includes any rights to property of any description and any income of such property.

Proportional Takeover Bid means an off-market bid for a specified proportion of the Units in the bid class.

Realisation Transaction means a transaction which enables all Unitholders to realise all or a substantial portion of their investment in the Trust, including:

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(a) a sell down of a substantial portion of the Units where all Unitholders have the opportunity to participate in the sell down;
(b) a sale of substantial Assets where all Unitholders have an opportunity to have their Units redeemed or transferred; or
(c) any other arrangement which has substantially the same economic effect as a transaction referred to in paragraph (a) or (b) of this definition.

Redemption Day means the final Business Day of each calendar month when redemptions will be processed.

Redemption Price means the redemption price of a Unit calculated in accordance with this Trust Deed.

Redemption Request means a written request to the Trustee to redeem Units.

Redemption Step has the meaning given in clause 14.40.

Register means the register of Unitholders kept by the Trustee under clause 16.7 .

Registered means recorded in the Register.

Registered Scheme means a trust that is registered with ASIC as a managed investment scheme under Chapter 5C of the Corporations Act.

Registration means recording in the Register.

Relevant Fraction means, in relation to a Partly Paid Unit, the fraction calculated in accordance with the following formula at the relevant time:

𝐵−𝐶 𝐴= [ 𝐵 ~~]~~

where:

A is the Relevant Fraction;
B is the Application Price of the Partly Paid Unit;
C is the amount of the Application Price which remains unpaid (excluding any amounts that are due but unpaid).

Relevant Law means an act of any parliament, code, ordinance, statute or any rules, regulations, by-laws, orders or other subordinate legislation made pursuant thereto and includes Operating Rules.

Reorganisation Proposal means:

(a) any Realisation Transaction;
(b) a Consolidation or Division Proposal;
(c) a Stapling Proposal;
(d) a Top Hat Proposal;
(e) an Exchange Proposal;
(f) a Capital Reallocation Proposal; or

Restated and Amended Constitution as at 8 September

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(g) any other proposal to reorganise or restructure the capital of the Trust and, if relevant, any Stapled Entity, in any way,

but excludes the IPO Proposal.

Representative Member has the meaning given in the GST Act.

Resolution means:

(a) a resolution passed at a meeting of Unitholders of the Trust:
(i) on a show of hands, by the required majority of Unitholders present in person or by proxy, attorney or representative and voting on the show of hands; or
(ii) on a poll, by the required majority of votes cast by Unitholders present in person or by proxy, attorney or representative and voting on the poll; or
(b) a resolution in writing signed in counterpart or otherwise by Unitholders holding the required majority of the Units in the Trust.

Except where this Trust Deed or any applicable law provides otherwise, the "required majority" is determined under clause 23.20.

Restriction Agreement means a restrictions agreement within the meaning and for the purposes of ASX Listing Rule 9.1.4 and as set out in Appendix 9A of the Listing Rules, which an entity which issues Restricted Securities, or has Restricted Securities on issue, must enter into with the holder of the Restricted Securities.

Restricted Securities has the same meaning as in ASX Listing Rule 19.12, which includes securities issued in the circumstances set out in Appendix 9B of the Listing Rules and securities that, in the ASX's opinion, should be treated as restricted securities.

Security Interest means a right, interest, power or arrangement in relation to any property which provides security for, or protects against default by a person in, the payment or satisfaction of a debt, obligation or liability and includes a mortgage, charge, bill of sale, pledge, deposit, lien, encumbrance, hypothecation or other security interest.

Security Interest Rules means the rules and policies adopted by the Trustee from time to time for the recognition of Security Interests over Units in accordance with clause 7.7.

Special Resolution means a Resolution passed by at least 75% of the votes cast by Unitholders entitled to vote on the Resolution.

Stapled Entity has the same meaning as in Schedule 1.

Stapled Security has the same meaning as in Schedule 1.

Stapled Trust means the RAM Australia Retail Property Fund, and includes a reference to that trust at a time when its units are not Stapled to Units.

Stapling has the same meaning as in Schedule 1.

Stapling Commencement Time has the same meaning as in Schedule 1.

Stapling Proposal means a proposal to cause the Stapling of any other securities or financial products to the Units (other than the Stapling Provisions governed by Schedule 1).

Stapling Provisions means the provisions relating to Stapling in Schedule 1, as applied under clause 15.3.

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Tax means all kinds of taxes, duties, imposts, deductions, withholding taxes and charges imposed by a government including GST or any amount recovered from the Trustee by way of reimbursement of GST or any amount included either expressly or impliedly in an amount paid or payable by the Trustee on account of GST, together with interest and penalties.

Tax Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) or both, as appropriate.

Termination Commencement Date means the date the termination or winding-up of the Trust commences under clause 3.2.

Top Hat Proposal means a proposal that each Unitholder should exchange their Units for an equivalent value of units in the Top Trust.

Top Trust means a trust of which the Trustee is also the responsible entity or trustee, and of which the only assets will, following the implementation of the Top Hat Proposal, be all of the Units on issue at that time, or all of the Units on issue and Attached Securities in any Stapled Entity at that time.

Trading Day means a day that is a trading for the purposes of the Operating Rules.

Transaction Costs means:

(a) when calculating the Application Price of a Unit, the Trustee's reasonable estimate of the average amount necessary to avoid an adverse impact on other Unitholders because of the acquisition of Units, which may, for the avoidance of doubt, include stamp duty; and
(b) when calculating the Redemption Price of a Unit, the Trustee's reasonable estimate of the average amount necessary to avoid an adverse impact on other Unitholders because of the redemption of Units, which may, for the avoidance of doubt, include stamp duty,

provided that the Trustee may in connection with any particular application or request for redemption of Units deem these costs to be a lesser sum or zero.

Trust means the trust constituted under or governed by this Trust Deed.

Trust Component has the meaning given in section 995-1 of the Tax Act.

Trust Deed means this deed poll.

Trustee means RAM Australia Funds Management Limited (ACN 629 968 163) or any person who replaces RAM as trustee of the Trust from time to time.

Trustee Group means any entity which Controls the Trustee, and any other entity which is Controlled by the entity which Controls the Trustee.

Under has the meaning given to that phrase in section 276-345 of the Tax Act.

Unit means an undivided share in the beneficial interest in the Trust as provided in this Trust Deed.

Unitholder means a person who holds an interest in the Trust and, without limiting the forgoing, upon the issue of the interest being Registered as a holder of the relevant Units, means the person Registered as the holder of a Unit (including persons jointly Registered).

User Pays Fees means any cost incurred in relation to:

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(a) an entitlement to a payment or a payment to or from the Trust in respect of a Unitholder; or
(b) any act or omission requested by a Unitholder,

which the Trustee considers should be borne by that Unitholder.

Valuation Time means a time determined by the Trustee at which the Trustee calculates Net Asset Value.

VWAP means in respect of a Unit for a Trading Day, means the volume weighted average of the Unit prices recorded on ASX for that Trading Day. The Trustee may include, or may substitute, in VWAP calculations trading on another financial market on which trading in Units is permitted. The Trustee may exclude sales that occur otherwise than in the ordinary course of trading on ASX or another financial market (such as special crossings, crossings prior to the commencement of normal trading, crossings during the closing phase and the after-hours adjust phase, overseas sales, sales pursuant to the exercise of options over Units, and overnight crossings) and any other sales which the Trustee reasonable consider may not be fairly reflective of natural supply and demand.

Weighted Average Number of Partly Paid Units means at a relevant time the aggregate of the Relevant Fraction for each Partly Paid Unit in issue.

1.2 In this Trust Deed:
(a) unless the context otherwise requires, a reference to:
- (i) dollars or $ are to Australian dollars, the lawful currency of the Commonwealth of Australia;
- (ii) time is to Sydney time;
- (iii) the singular includes the plural and vice versa;
- (iv) a gender includes all genders;
- (v) a document (including this Trust Deed) is a reference to that document (including any annexures) as amended, consolidated, supplemented, novated or replaced;
- (vi) an agreement includes any undertaking, representation, deed, agreement or legally enforceable arrangement or understanding whether written or not;
- (vii) a person includes:
  - (A) a reference to an individual, company, other body corporate, association, partnership, firm, joint venture, trust or government agency as the case requires; and
  - (B) the person's successors, permitted assigns, executors and administrators;
- (viii) a law:
  - (A) includes a reference to any constitutional provision, subordinate legislation, treaty, decree, convention, statute, regulation, rule, ordinance, proclamation, by-law, judgment, rule of common law or equity or rule of any applicable stock exchange;

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  - (B) is a reference to that law as amended, consolidated, supplemented or replaced; and

  - (C) is a reference to any regulation, rule, ordinance, proclamation, by-law or judgment made under that law;

(ix) proceedings includes litigation, arbitration and investigation; and
(x) the words "including" or "includes" means "including, but not limited to", or "includes, without limitation" respectively;
(b) unless the context otherwise requires, a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;
(c)
headings are for convenience only and do not affect interpretation;
(d) if a payment or other act must (but for this clause) be made or done on a day which is not a Business Day, then it must be made or done on the next Business Day;
(e) a reference to a year (other than a Financial Year) or month means a calendar year or calendar month respectively; and
(f) if a period occurs from, after or before a day or the day of an act or event, it excludes that day.

2. Name of Trust

2.1 The Trust is called the RAM Australia Medical Property Fund or such other name as the Trustee determines from time to time.
2.2 If a person resigns or is removed as the Trustee, the new Trustee must change the name of the Trust to a name without any association with the old Trustee or its related bodies corporate or their businesses.

3. Duration of the Trust

Initial settlement

3.1 The Trust commences when a person subscribes for the initial Units in the Trust.

Termination

3.2 The Trustee may commence termination of the Trust in accordance with the termination procedure set out in clause 28 on the earliest of:
(a) the date specified by the Trustee as the date of commencement of termination of the Trust in a notice given to Unitholders; and
(b) the date on which the Trustee commences termination or winding up of the Trust in accordance with another provision of this Trust Deed or by law.
3.3 The Trust may be wound up in accordance with the Corporations Act. The Trustee must cause an independent audit of the final accounts of the Trust to be conducted by a registered company auditor or audit firm after the winding up of the Trust commences.

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Winding Up

3.4 The Trust may be wound up in accordance with the Corporations Act. The Trustee must cause an independent audit of the final accounts of the Trust to be conducted by a registered company auditor or audit firm after the winding up of the Trust commences.

Restriction on issue and redemption of Units

3.5 Despite any other provisions in this Trust Deed, no Units may be issued or redeemed after the 80th anniversary of the day preceding the Commencement Date unless that issue or redemption would not offend the rule against perpetuities, or any other rule of law or equity.

Declaration of perpetuity period

3.6 The Trustee declares that the perpetuity period is the period from the commencement of the Trust until the date which is the 80th anniversary of the day preceding the Commencement Date.

4. Trust Deed legally binding

4.1 This Trust Deed binds the Trustee and each present and future Unitholder and any person claiming through any of them as if each of them had been a party to this Trust Deed.

5. Assets held on Trust

5.1 The Trustee must hold the Assets on Trust for Unitholders on the terms of and subject to this Trust Deed.
5.2 The Assets vest in the Trustee, but must be clearly identified as property of the Trust and held separately from the assets of the Trustee and any other managed investment scheme if, and to the extent that, the Corporations Act so requires.
5.3 If the Trustee considers it desirable, the Assets or any of them may be held by a custodian.

6. Units

Nature of Units

6.1 The beneficial interest in the Trust is divided into Units.
6.2 Each Fully Paid Unit confers an equal undivided interest and a Partly Paid Unit confers an interest of the same nature which is proportionate according to the amount of the Application Price that has been paid on the Unit.
6.3 A Unit confers an interest in the Assets as a whole, subject to the Liabilities. It does not confer an interest in a particular Asset.

Rights attaching to Units

6.4 A Unitholder holds a Unit subject to the rights, restrictions and obligations attaching to that Unit.

No fractions of Units

6.5 Fractions of a Unit may not be issued by the Trustee. Where any calculation performed under this Trust Deed or the terms of a withdrawal offer results in the issue or redemption of a

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fraction of one Unit, the number of Units to be issued or redeemed may be rounded down or up respectively by the Trustee to the nearest whole Unit.

Rounding

6.6 Any excess application or other money or property which results from rounding under any provision of this Trust Deed becomes an Asset of the Trust.

Consolidation and division of Units

6.7 Subject to the Operating Rules and the Corporations Act, Units may be consolidated or divided as determined by the Trustee, but the Trustee must only do so on the same basis for all Units.

Joint tenancy

6.8 Persons Registered jointly as the holder of a Unit hold as joint tenants and not as tenants in common unless the Trustee otherwise agrees.

Death or legal disability of Unitholder

6.9 If a Unitholder dies or becomes subject to a legal disability such as bankruptcy or insanity, only the survivor (where the deceased was a joint holder) or the legal personal representative (in any other case) will be recognised as having any claim to the Units Registered in the Unitholder's name. The Trustee may require any reasonable proof of entitlement, for example, a grant of probate.

7. Transfer and Transmission of Units

Transfer of Units while the Trust is not Listed

7.1 Subject to this Trust Deed, a Unitholder may transfer Units subject to any minimum holding periods or requirements as set out in the Offer Document.
7.2 If the Units are not Officially Quoted, transfers must be effected:
(a) by instruments of transfer that are:
- (i) in a form approved by the Trustee;
- (ii) if necessary, presented for Registration duly stamped;
- (iii) accompanied by any evidence reasonably required by the Trustee to show the right of the transferor to make the transfer; and
(b) in a manner prescribed by the Trustee.

Transfer of Units while the Trust is Listed

7.3 If the Units are Officially Quoted:
(a) Units may be transferred in any manner prescribed by the Trustee subject to this Trust Deed and the Operating Rules in respect of a Proper ASTC Transfer;
(b) if necessary, presented for Registration duly stamped; and
(c) the Trustee may require, before Registration of any such transfer, that any documents which the Operating Rules:

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(i) require; or
(ii) permit the Trustee to require be provided to the Trustee to authorise Registration,

are provided to the Trustee.

Transferee of Units

7.4 The transferee in respect of a transfer of Units is deemed to have agreed:
(a) to accept the Units transferred to it subject to the terms and conditions on which the transferor held them immediately before execution of the instrument of transfer; and
(b) to be bound by this Trust Deed.

Registration of a transfer of Units

7.5 A transfer of Units is not effective until Registered and the transferor remains the holder of the Units specified in the transfer until the transfer is Registered.

Transferor's death

7.6 The Trustee may Register a transfer of Units notwithstanding that the Trustee at the time of Registration has notice of the transferor's death.

Security interest rules

7.7 The Trustee may make and amend rules and policies from time to time for the recognition of Security Interests over Units, but is not obliged to make such rules.

Trustee may refuse to Register any transfer of Units in certain circumstances

7.8 Subject to this Trust Deed, the Trustee may , in its absolute discretion, refuse to register any transfer of Units without giving any reason for the refusal, provided that such exercise of power would not materially diminish or expand a Unitholder's interest in the income or capital of the Trust.
7.9 Without limiting clause 7.8, the Trustee:
(a) may refuse to register a transfer of Units if it would:
- (i) result in either the transferor or transferee holding less than the Minimum Holding specified at the time; or
- (ii) be in breach of the Security Interest Rules; and
(b) is not required to give effect to any transaction, transfer or dealing at the request of, or for the benefit of, a Unitholder, including registering a transfer, unless the Unitholder has paid to the Trustee's satisfaction all duties, Taxes, governmental charges, transfer fees, registration fees, brokerage and other charges which may have become or may be payable in respect of the transaction, transfer or dealing.
7.10 If the Units are Officially Quoted, the Trustee must refuse to register a transfer:
(a) if the Operating Rules require the Trustee to do so, including as set out in clause 7.14; or
(b) if registration of the transfer is prohibited by clause 8.3.

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7.11 If, in the exercise of its rights under clause 7.10, the Trustee refuses to register a transfer of a Unit, it must give written notice of the refusal to the Unitholder, to the transferee and the broker lodging the transfer, if any.
7.12 Failure to give notice under clause 7.11 does not invalidate the decision of the Trustee under clause 7.10.
7.13 Clauses 7.10 to 7.12 prevail over any other provision of this Trust Deed that may be inconsistent with them, but they do not permit the Trustee to refuse to register a Proper ASTC Transfer of Units, unless permitted by the Operating Rules.

Restricted Securities

7.14 The Trustee must refuse to acknowledge, deal with, accept or register any sale, assignment or transfer of any Restricted Securities on issue which is or might be in breach of the Operating Rules or any escrow agreement entered into by the Trustee under the Operating Rules in relation to the Restricted Securities.
7.15 During a breach of the Operating Rules relating to Restricted Securities, or a breach of a Restriction Agreement, the holder of the Restricted Securities is not entitled to any distribution or voting rights in respect of the Restricted Securities.

Holding Lock

7.16 While the Trust is Listed and subject to the Operating Rules, the Trustee may request a Holding Lock be applied to any Units where:
(a) the Trustee has a lien on the Units the subject of the transfer;
(b) the Trustee is served with a court order that restricts a Holder's capacity to transfer the Unit;
(c) registration of the transfer may break an Australian law and the ASX has agreed in writing to the application of a Holding Lock or that the Trustee may refuse to register a transfer;
(d) if the transfer is paper-based, either a law related to stamp duty prohibits the Trustee from registering it or the Trustee is otherwise allowed to refuse to register it under the Operating Rules;
(e) the transfer does not comply with the terms of any employee incentive scheme of the Trustee;
(f) if the transfer is paper-based, registration of the transfer will create a new holding which at the time the transfer is lodged is less than a 'marketable parcel' as defined in the Operating Rules;
(g) the relevant Holder has agreed in writing to the application of a Holding Lock or that the Trustee may refuse to register a transfer; or
(h) it is otherwise permitted under the Operating Rules, and the Trustee must do so if the Operating Rules require, but must tell the Holder or the broker as the law requires.

Assistance with sales

7.17 Subject to the provisions of this Trust Deed, the Trustee is not responsible for selling Units or the enforcement of any terms of sale of Units.

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7.18 If the Trust is Listed, the Trustee will calculate and publish the Trust's Net Asset Value or an adjusted Net Asset Value (as applicable) in accordance with the Operating Rules and any other applicable policies and procedures.

8. Proportional Takeover Bid

8.1 If offers are made under a Proportional Takeover Bid for Units of the Trust in accordance with the Corporations Act this clause 8 applies.
8.2 Clause 8 ceases to have effect on the day three years after the later of its adoption or last renewal.
8.3 The registration of a transfer giving effect to a contract resulting from acceptance of an offer made under the Proportional Takeover Bid is prohibited unless and until an Approving Resolution is passed in accordance with clauses 8.5 to 8.7.
8.4 The Trustee must ensure that an Approving Resolution is voted on in accordance with clauses 8.5 to 8.7 before the Approving Resolution Deadline.
8.5
The Trustee may determine whether the Approving Resolution is voted on:
(a) at a meeting of persons entitled to vote on the resolution convened and conducted, subject to the provisions of clauses 8.6 to 8.7, as if it were a meeting of Unitholders convened and conducted in accordance with this Trust Deed and the Corporations Act with such modifications as the Trustee determines the circumstances require; or
(b) by means of a postal ballot conducted in accordance with the following procedures:
(i) a notice of postal ballot and ballot paper must be sent to all persons entitled to vote on the resolution not less than 14 days before the date specified in the notice for closing of the postal ballot, or such shorter period as the Trustee determines the circumstances require;
(ii) the non-receipt of a notice of postal ballot or ballot paper by, or the accidental omission to give a notice of postal ballot or ballot paper to, a person entitled to receive them does not invalidate the postal ballot or any resolution passed under the postal ballot;
(iii) the notice of postal ballot must contain the text of the resolution and the date for closing of the ballot and may contain any other information the Trustee considers appropriate;
(iv) each ballot paper must specify the name of the person entitled to vote;
(v) a postal ballot is only valid if the ballot paper is duly completed and:
- (A) if the person entitled to vote is an individual, signed by the individual or a duly authorised attorney; or
- (B) if the person entitled to vote is a corporation, executed under a seal or as permitted in the Corporations Act or under the hand of a duly authorised officer or duly authorised attorney;
(vi) a postal ballot is only valid if the ballot paper and the power of attorney or other authority, if any, under which the ballot paper is signed or a copy of that power of attorney certified as a true copy by statutory declaration is or are received by the Trustee before close of business on the date specified in the

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notice of postal ballot for closing of all postal ballot at the office of the Trustee or unit registry of the Trust or at such other place as specified for that purpose in the notice of postal ballot; and

(vii) a person may revoke a postal ballot vote by notice in writing to be received by the Trustee before the close of business on the date for closing of the postal ballot.
8.6 The only persons entitled to vote on the Approving Resolution are those persons who, as at the end of the day on which the first offer under the bid was made, held Units which constituted bid class securities. Each person who is entitled to vote is entitled to one vote for each Unit in the bid class security held by that person at that time.
8.7 Neither the bidder nor any associate of the bidder is entitled to vote on the Approving Resolution.
8.8 If the Approving Resolution is voted on in accordance with clauses 8.5 to 8.7 then it is to be taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than one-half, and otherwise is taken to have been rejected.
8.9 If no Approving Resolution has been voted on as at the end of the day before the Approving Resolution Deadline, then an Approving Resolution is deemed to have been passed in accordance with clauses 8.5 to 8.7.

9. Partly Paid Units

Application Price may be payable in instalments

9.1 The Application Price may be payable in instalments as set out in this clause 9.
9.2 The Trustee may determine at any time that Units, or a Class of Units, to be offered for sale or subscription are to be offered on terms that the Application Price is payable by one or more instalments of such amounts and at such times for payment as the Trustee determines either at the time of offer or in the future.
9.3 Subject to the Corporations Act, where Units or a Class of Units are offered for sale or subscription on terms and conditions determined in accordance with clause 9.2, those terms and conditions may be varied or compliance therewith waived only with the consent of the Trustee. The variation or waiver must not take effect during the currency of the offering document pursuant to which the Units or Class of Units were offered for sale or subscription.

Notice of instalments

9.4 The Trustee must give Unitholders from whom the instalment is due:
(a) if the Units are not Officially Quoted, at least three Business Days' notice; or
(b) if the Units are Officially Quoted, in accordance with the notice requirements under the Operating Rules; and
(c) of the time and date each instalment is due to be paid (the First Notice ).
9.5 If the Units are Officially Quoted:
(a) the First Notice must contain such other information as is required by the Operating Rules (or ASX under the Operating Rules); and

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(b) at least four Business Days before the date each instalment is due to be paid, the Trustee must send a second notice to all new Unitholders and those Unitholders whose holding has changed since the First Notice and from whom an instalment is due, which must include any changes that have occurred in the information given in the First Notice because of a change in the holding.

Interests

9.6 If a Unitholder does not pay an instalment by the due time and date then interest is payable on the sum due from the date payment was due to the time of payment at such rate as the Trustee determines, not exceeding BBSW plus 3% per annum. The Trustee may from time to time determine that a new rate of interest shall apply.
9.7 Interest under clause 9.6 is calculated daily and payable monthly in arrears and if unpaid is compounded. The Trustee may waive payment of interest in whole or part.

Payment of instalments

9.8 Subject to the Operating Rules and the Corporations Act:
(a) the Trustee may postpone the payment of an instalment;
(b) an instalment shall be deemed to be due on the date determined by the Trustee;
(c) the non-receipt of a notice that an instalment is due by, or the accidental omission to give a notice that an instalment is due to, a Unitholder, shall not invalidate the instalment being due;
(d) any instalment which, under the terms of issue of the Unit, becomes payable on issue of the Unit or at any date fixed by or in accordance with such terms of issue shall be deemed to be an instalment of which the Trustee has given Unitholders notice in accordance with clause 9.4 and 9.5. In the case of non-payment, all the provisions of this Trust Deed as to payment of interest, forfeiture or otherwise shall apply as if such notice had been given.

Failure to pay instalments

9.9 If a Unitholder fails to pay in full any instalment due on any Partly Paid Units on or by the day specified for payment, the Trustee may, during such time as the instalment or any part of the instalment remains unpaid, serve a notice on that Unitholder requiring payment of so much of the instalment as is unpaid, any interest owing and all reasonable expenses incurred by the Trustee as a result of the non-payment. The notice must:
(a) specify a further time and day (not earlier than ten Business Days from the date of the notice) on or by which the payment as required by the notice is to be made;
(b) state that in the event of non payment on or by that specified time and day, the Partly Paid Units in respect of which the instalment or part instalment remains unpaid will be liable to be forfeited; and
(c) if Units are Officially Quoted, contain such other information as is required by the Operating Rules (or ASX under the Operating Rules).
9.10 If the requirements of any notice issued under clause 9.9 are not complied with:
(a) any Partly Paid Unit in respect of which the notice has been given (an Affected Unit ) may, at any time after the date specified in the notice for payment of the amount

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required by the notice (and before payment of the instalment and any interest and expenses owing), be forfeited on the Trustee so determining; and

(b) subject to the Operating Rules, Corporations Act and this Trust Deed, all voting rights, entitlements to the distribution of income and other rights in connection with any Affected Unit are suspended until reinstated by the Trustee.
9.11 A forfeited Unit under clause 9.10 may be sold or otherwise disposed of as the Trustee determines:
(a) while the Trust is a Registered Scheme:
- (i) at a price that is calculated in accordance with clause 11; and
- (ii) in accordance with any applicable ASIC Relief in relation to the sale of forfeited Units, if the Trustee complies with the conditions of the ASIC Relief;
(b) subject to the Corporations Act and any applicable ASIC Relief, while the Units are Officially Quoted:
- (i) at a price determined by the Trustee where the sale of the forfeited Unit is in accordance with section 254Q of the Corporations Act other than subsections 254Q(1), (9), (10) and (13) as if the Units were shares, the Trust was the company and the responsible entity was the board of directors of the company; or
- (ii) on the ASX or other financial market on which Units are permitted to be traded;
(c) while the Trust is not a Registered Scheme, at any price the Trustee can obtain.
9.12 At any time before a sale or disposal, the forfeiture may be cancelled upon such terms as the Trustee thinks fit.
9.13 The holder of Partly Paid Units which have been forfeited remains liable to pay to the Trustee all moneys which, at the date of forfeiture, were payable by the Former Unitholder to the Trustee in respect of the forfeited Units (including interest owing under clause 9.6 and expenses). The Former Unitholder's liability ceases if and when the Trustee receives payment in full of all such money in respect of the forfeited Units.
9.14 A statement signed by a duly authorised officer of the Trustee that a Partly Paid Unit has been duly forfeited on a particular date is conclusive evidence of the facts in that statement as against all persons claiming to be entitled to the forfeited Units.
9.15 Where a Partly Paid Unit is forfeited pursuant to this clause 9:
(a) the Trustee may receive the consideration, if any, given for a forfeited Unit on the sale or disposal in accordance with clause 9.11;
(b) the Trustee or any director of the Trustee may execute a transfer of such Unit in favour of the person to whom the Unit is sold or disposed of (the Acquirer );
(c) the Acquirer must then be Registered as the holder of that Unit and is not obliged to ensure that any part of the money which the Acquirer has paid for the Unit is paid to the former holder of the Unit;

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(d) the Acquirer's title to that Unit shall not be affected by any irregularity or invalidity in the proceedings in relation to the forfeiture, sale or disposal of that Unit; and
(e) the Unitholder whose Units have been forfeited indemnifies the Trustee against any claim or liability the Trustee may incur in acting in accordance with this clause 9.15.
9.16 Where forfeited Units are sold or disposed of for Cash, the Trustee must deduct from the amount of the consideration:
(a) first, the expenses of the sale;
(b) second, any expenses incurred in connection with the forfeiture, including any interest accrued and amounts payable in accordance with clause 9.9; and
(c) third, the amount of instalments then due and unpaid.

The Trustee may retain the amounts so deducted, but the balance remaining must be paid to the Unitholder whose Units were forfeited. If the proceeds of sale are not sufficient to cover the amounts referred to above, then the Former Unitholder remains liable for the difference.

Joint holders

9.17 Joint holders of Partly Paid Units are jointly and severally liable to pay all amounts due and payable on or in respect of the Partly Paid Units held by them.

Partly Paid Units

9.18 Subject to the Corporations Act, the rights and obligations attaching to a Partly Paid Unit will be in proportion to the extent to which the Application Price has been paid.
9.19 The Trustee has a first and paramount lien upon every Partly Paid Unit for unpaid instalments and other moneys payable to the Trustee by the Unitholder in relation to a Partly Paid Unit. That lien extends to all distributions and other money from time to time payable in relation to that Unit.
9.20 For the purpose of enforcing a lien, the Trustee may sell the Partly Paid Units subject to the lien, in the same manner, so far as is applicable, as if the Partly Paid Units had been forfeited for non-payment of an instalment.

Underwritten instalments

9.21 If:
(a) the Trustee has appointed an underwriter to underwrite the payment of an instalment;
(b) in discharging its obligations, the underwriter has purchased Units; and
(c) the Trustee is liable to pay the underwriter a fee,

then the former Unitholder whose Units have been forfeited and sold is liable to pay to the Trustee, in respect of those forfeited Units, and may be sued for:

(d) all money payable by the Trustee to the underwriter as contemplated by clause 9.21(c) pro-rated (if necessary) according to the number of forfeited Units of the former Unitholder;
(e) interest on such amount determined in accordance with clauses 9.6 and 9.7; and
(f) all costs and expenses incurred by the Trustee in procuring payment from the former Unitholder.

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9.22 The Trustee may assign its rights of action under this clause 9 against the former Unitholder and to an underwriter. The Unitholders acknowledge that rights against each of them under this clause 9 may be assigned in the manner contemplated by this paragraph and such assignment will not affect the ability of the Trustee or the underwriter to recover the amounts referred to in clauses 9.21(a) to 9.21(c).

Prepayment of instalments

9.23 The Trustee may:
(a) accept from a Unitholder the whole or a part of the amount unpaid on a Partly Paid Unit although no part of that amount has been called; and
(b) authorise payment by the Trust of interest on the whole or any part of an amount so accepted, until the amount becomes payable, at such rate, not exceeding BBSW plus 3% per annum, as is agreed on between the Trustee and the Unitholder paying the sum.

10. Classes of Units

10.1 The Trustee may:
(a) issue different Classes of Units and may determine the rights, restrictions and obligations that will attach to the Units within each Class;
(b) alter the Class of a Unit by converting the entire Class of Units into another Class or by re-classifying or re-allocating particular Units to another Class; and
(c) vary or cancel all or any rights and privileges attached to any Class (unless otherwise provided by the terms of issue of the Units of that Class),

provided such action will not materially diminish or expand Unitholders' rights to income and capital or the Trust.

10.2 The rights conferred on the Unitholders of any Class will not, unless otherwise expressly provided by the terms of issue of the Units of that Class, be deemed to be varied by the creation or issue of further Units ranking equally in respect of those rights.
10.3
The Trustee must enter the terms of any rights or obligations of each Class in the Register.
10.4 The proportion of each variable properly referable to a Class under this Trust Deed is, where the variable relates:
(a) only to a particular Class is solely referable to that Class; and
(b) to more than one Class, is apportioned between those Classes in the same proportions as:
- (i) the aggregate value of Units on issue in each Class as at the most recent Valuation Time adjusted for the aggregate net value of Units issued at the Application Price and redeemed at the Redemption Price, both determined as at the last Valuation Time, in each Class

bears to:

(ii) the aggregate value of Units in all Classes on issue at that Valuation Time adjusted for the aggregate net value of Units issued at the Application Price

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and redeemed at the Redemption Price, both determined as at the last Valuation Time, in all Classes,

to which the variable relates.

11. Application Price for Units

Initial Units

11.1 The Units issued pursuant to clause 3.1 will be issued at an Application Price of $1.00 per Unit.

Issue of Units on or before the First Quotation Date

11.2 The price at which Units are issued on or before the First Quotation Date will be as follows:
(a) subject to clause 11.2(b) and 11.11 and the Stapling Provisions if they are in effect, the Market Price or, where the Market Price is not relevant (including where the Units are not Officially Quoted), the price at which Units may be issued under clauses 11.4 to 11.6;
(b) for the Issue Step, the Application Price specified at clause 11.7.

Issue of Units while Units are Officially Quoted

11.3 Subject to clause 11.7 and the Stapling Provisions if they are in effect, and while Units are Officially Quoted, the Application Price for any Unit will be its Market Price. However, the Trustee may determine a different Application Price in the following circumstances to the extent permitted by, and in accordance with, the Operating Rules and the Corporations Act (as modified by an applicable ASIC Relief):
(a) pro rata offers (including a rights issue) for Units: where the Trustee makes the offer to those persons who were Unitholders on a date as determined by the Trustee provided that:
- (i) subject to clause 11.3(a)(ii), all Unitholders are offered the Units in proportion to the value of each Unitholder's interest in the Trust, at the relevant date; but
- (ii) the Trustee may exclude a Unitholder from the pro rata offer if to do so would not be in contravention of paragraph 601FC(1)(d) of the Corporations Act, as modified by ASIC Relief;
(b) distribution reinvestment plan for Units: offers to which Units under a plan for reinvestment of distributions in accordance with clause 18.17 where:
- (i) the Trustee may issue Units on the basis that the application price for each additional Unit issued or transferred upon reinvestment is the price determined by the Trustee (and if the Trustee has not determined the application price by the date at which units are to be issued upon reinvestment, the price will be the average of the VWAP for Units for each of the 10 Trading Days from and including the third Trading Day after the Record Date for the relevant Distribution Period); and
- (ii) if the amount to be reinvested in additional Units results in a fraction of a Unit, the number of Units to be issued will be rounded down to the nearest whole Unit and any remaining amount becomes an Asset;

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(c) unit purchase plan: an offer to issue Units to Unitholders under a unit purchase plan where the Application Price is:
(i) the Market Price of Units during the 10 Trading Days immediately before the date on which the Units are offered; or
(ii) at a price and on terms determined by the Trustee, provided that the Trustee complies with the Operating Rules applicable to the issue and the conditions and restrictions of any applicable ASIC Relief;
(d) placement of Units: a non-proportionate issue of Units where the Application Price is:
(i) Market Price of Units during the 10 Trading Days immediately before the date on which the Units are offered; or
(ii) at a price and on terms determined by the Trustee, provided that the Trustee complies with the Operating Rules applicable to the issue and the conditions and restrictions of any applicable ASIC Relief; and
(e) takeover offer : an issue of Units as a consideration for a takeover in accordance with clauses 11.8 to 11.10.

Issue of Units while Units are not Officially Quoted

11.4 Subject to clauses 11.2, 11.7 and 11.13, while Units are not Officially Quoted, the Application Price for a Unit issued in respect of an application shall be calculated as:

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where:

A is the Application Price for a Unit in respect of an application while the Units are not Officially Quoted;

B is the Net Asset Value;
C is the amount of Transaction Costs (if any); and
D is the number of Units in issue.
11.5 Each of the variables in clause 11.4 must be determined as at the next Valuation Time after:
(a) the Trustee receives the application for Units; and
(b) the Trustee as the case requires:
- (i) receives the application money; or
- (ii) has vested in it the property against which Units are to be issued,

whichever happens later.

11.6 Each of the variables in clause 11.4 are the proportion of each of those variables that is properly referable to the Class to which the Unit (for which the Application Price is being calculated) belongs.

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Issue Step

11.7 The Application Price at which the Units are issued as part of an Issue Step is the price specified in clause 15.1(c).

Issue of Units as consideration for a takeover offer

11.8 The Trustee may issue Units credited as fully or partly paid as consideration, or part of the consideration, to acquire financial products of a target entity under a takeover offer made in accordance with Chapter 6 of the Corporations Act, or any other offer to acquire financial products of a target entity.
11.9 Subject to clause 11.10, the Corporations Act, any ASIC Relief and the Operating Rules, the Application Price of a Unit which is, or forms part of, the consideration to be offered in accordance with clause 11.8 is the Bid Issue Price on the day before the offer.
11.10 The Trustee may amend this Trust Deed to provide a specific issue price of the Units offered in accordance with clause 11.10.

Issue of Units generally

11.11 In addition to any other power the Trustee has to issue Units under this Trust Deed, the Trustee may issue Units at a price determined by the Trustee to the extent permitted by, and in accordance with the Operating Rules and the Corporations Act (as modified by any applicable ASIC Relief).

Rounding

11.12 The Application Price may be rounded as the Trustee determines, provided that the amount of the rounding is no more than (1) one cent.

Income Entitlement of Units

11.13 Except as otherwise expressly provided in this Trust Deed, the Trustee may in its discretion issue Units on terms that such Units:
(a) participate fully in the Distributable Income of the Trust in respect of the Distribution Period in which they are issued;
(b) do not entitle the holder of such Units to participate in the Distributable Income in respect of the Distribution Period in which Units are issued; or
(c) entitle the holder of such Units to receive an Income Distribution which is determined on the basis of the number of days that a Unitholder has held newly issued Units during that Distribution Period.

12. Application procedure

Application form

12.1 An applicant for Units must complete a form approved by the Trustee if the Trustee so requires. The form may be transmitted electronically if approved by the Trustee.

Payment

12.2 Payment in a form acceptable to the Trustee, or a transfer of property of a kind acceptable to the Trustee and able to be vested in the Trustee or a custodian appointed by it (accompanied by a recent valuation of the property, if the Trustee requires), must:

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(a) accompany the application; or
(b) be received by or made available to the Trustee or the custodian within such period before or after the Trustee receives the application form as the Trustee determines from time to time, or as the terms of issue of the relevant Partly Paid Unit contemplate; or
(c) comprise a reinvestment of a distribution in accordance with this Trust Deed.
12.3 If the Trustee accepts a transfer of property other than Cash, any costs associated with the valuation or transfer of the property must be paid by the Unitholder either directly or by deducting them from the market value of the property before the number of Units to be issued is calculated, as the Trustee decides.

Application irrevocable

12.4 An applicant for Units may not withdraw an application once payment has been made unless the Trustee agrees.

Trustee may reject

12.5 The Trustee may reject an application in whole or in part without giving any reason for the rejection.

Minimum amounts

12.6 The Trustee may set a minimum application amount and a minimum holding for the Trust and alter or waive those amounts at any time.

Issue Date

12.7 Except in the case of a reinvestment of a distribution or an issue of Units to the IPO Subscribers in accordance with this Trust Deed, Units are taken to be issued at the time when the Trustee records them as issued in the Register against the name of the applicant.
12.8 The Trustee may only effect the Registration of Units against the name of an applicant if the Trustee:
(a) accepts the application under the terms of issue; and
(b) as the case requires:
- (i) receives the application money; or
- (ii) has vested in it the property against which Units are to be issued.
12.9 Subject to the Corporations Act, the Trustee may hold applications and application moneys without accepting them for such period as it determines.
12.10 Without limiting clause 12.9, the Trustee is authorised to hold application moneys for the term of any offer period.
12.11 Units which are issued on a reinvestment of distribution in accordance with this Trust Deed are taken to be issued on the day the distribution is paid or applied in payment for the Units.
12.12 The Trustee may determine that Units which are issued to the IPO Subscribers under clause 15.1(b) are taken to be issued at the time the Trustee enters into the irrevocable undertaking for their benefit under that clause.

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Uncleared funds

12.13 Units issued against application money paid other than in cleared funds, or in consideration of a transfer of property are void if the funds are not subsequently cleared or received or the property does not vest in the Trustee within five Business Days of receipt of the application or such other period specified in the terms of any offer.

Register

12.14 Subject to the Corporations Act, a single register in which details of the holders of Units are recorded may be kept.

Holding statements

12.15 Subject to the Corporations Act, while the Trust is admitted to an uncertified trading system, a holding statement in accordance with the requirements of the Operating Rules may be issued to evidence the holding of Units.

13. Redemption Price of Units

Redemption Price

13.1 Subject to clause 13.4, a Unit, must only be redeemed at a Redemption Price calculated as:

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where:

A is the Redemption Price for a Unit;
B is the Net Asset Value;
C is the amount of Transaction Costs (if any);
D is the number of Units in issue,

less, in the case of a Partly Paid Unit, the amount of the Application Price which has not been paid.

13.2 Each of the variables in clause 13.1 must be determined:
(a) while the Trust is a registered scheme and Liquid, or not a Registered Scheme, as at the next Valuation Time after the Trustee determines that the Units are to be redeemed; or
(b) while the Trust is a registered scheme, but not Liquid, at the time the withdrawal offer closes.
13.3 The Redemption Price may be rounded as the Trustee determines. The amount of the rounding must not be more than 1 cent.
13.4 Immediately prior to the redemption of the Unit, the Trustee is to distribute to the Unitholder the Accrued Income Entitlement in respect of the Unit. The Accrued Income Entitlement is a reduction to the amount of the Redemption Price payable at that time. This clause 13.4 does not apply in the case of any Units redeemed as part of the Redemption Step.

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13.5 The Redemption Price for a Unit redeemed as part of a Redemption Step is the price specified in clause 14.40.
13.6 The Redemption Price must be determined on basis of valuations of Assets that are:
(a) consistent with the range of ordinary commercial practice for valuing that type of Asset; and
(b) reasonably current.

Trustee Discretion

13.7 The Trustee's discretion in relation to the Redemption Price only extend to:
(a) deciding a matter that affects the value of a factor included in a formula;
(b) deciding a matter that is an aspect of the method; and/or
(c) making an adjustment to the amount determined in accordance with clause 13.1 for costs in disposing Assets, for assets of the Trust that are not Assets or otherwise.
13.8 If the Trustee exercises discretion in relation to any of the matters outlined in clause 13.1, or makes an adjustment affecting the Redemption Price, it must calculate the value based on ordinary commercial practice for valuing that type of Asset and produce a value that is reasonably current at the time of withdrawal.
13.9 The Trustee's discretion in relation to calculating the Redemption Price in accordance with clause 13.1 must not be exercised on the basis that it will result in a particular Redemption Price being set.

14. Redemption procedures

Buy-back of Units

14.1 While the Units are Officially Quoted but are not Stapled, the Trustee may, subject to and in accordance with the Corporations Act (including any ASIC Relief) and any requirements under the Operating Rules, purchase Units and cause the Units to be cancelled.
14.2 While the Units are Officially Quoted and Stapled, the Trustee and the Other Issuers together may, subject to the Corporations Act and the Operating Rules, purchase Stapled Securities on the ASX or any other financial market on which the trading of Stapled Securities is permitted, and also off-market. When they do so, each Other Issuer will be regarded as having purchased the Attached Securities that they have issued and the Trustee will be regarded as having purchased the Units, and upon such purchase Stapling will cease in relation to the Stapled Securities so purchased, and the Attached Securities (including the Units) will be cancelled. No Redemption Price is payable on cancellation of the Units.
14.3 The price of each Other Attached Security and a Unit purchased under clause 14.2 will be such allocation of the purchase price of the Stapled Security as agreed between the Trustee and the Other Issuers.

Request for redemption

14.4 While Units are not Officially Quoted, a Unitholder may make a Redemption Request in respect of some or all of their Units in any manner approved by the Trustee and as permitted by the terms of the Offer Document and, provided the Trust is a registered scheme and

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Liquid, or not a registered scheme, the Trustee may (but is not required to) give effect to that Redemption Request in accordance with this clause 14.

14.5 While Units are Officially Quoted, subject to the Corporations Act and the Operating Rules, a Unitholder may not make a Redemption Request in respect of any of their Units, unless the Trustee determines otherwise.
14.6 Subject to the Corporations Act, a Redemption Request for Units may not be revoked without the consent of the Trustee.
14.7 Upon making a Redemption Request, the Unitholder will have no right to deal with the Units (unless and until the Redemption Request is denied by the Trustee).
14.8 A Unitholder may lodge a Redemption Request during ordinary business hours on any Business Day.
14.9 Subject to clauses 14.4, 14.10 and 14.35, if the Trustee decides to give effect to a Redemption Request, it will redeem the relevant Units within 15 Business Days after the Redemption Day.
14.10 Subject to the Corporations Act, the Trustee may delay the redemption of Units if:
(a) there is a circumstance outside its control which it considers impacts on its ability to properly or fairly calculate the Redemption Price or realise Assets, including where the Assets or relevant currencies are subject to restrictions or if there is material market uncertainty, and in such case it may delay the redemption of Units for so long as the circumstance continues;
(b) it has determined to give effect to Redemption Requests in relation to a particular time the Trust is valued and the total redemption moneys which would be payable at this time represent more than 20% of the Net Asset Value of the Trust (or such higher percentage as the Trustee may determine) (before taking into account redemption moneys payable), and in such a case the Trustee can redeem the Units at such future time, or at times over such period, as it determines subject to payments of redemption moneys to each Unitholder being in the proportion that their redemption moneys bear to all other redemption moneys which were payable at that time; or
(c) the terms of issue contemplate the delay in the redemption of Units,

provided that such exercise of power would not materially diminish or expand a Unitholder's interest in the income or capital of the Trust.

14.11 If the Trustee delays redemption of Units:
(a) under clause 14.10(a), the Redemption Price is that next calculated after the circumstance ceases;
(b) under clause 14.10(b), the Redemption Price is that next calculated after the time or times it determines the Units will be redeemed; and
(c) under clause 14.10(c), the Redemption Price is calculated according to the terms of issue of the Units.

While the Trust is a registered scheme and Liquid or not a registered scheme

14.12 Clauses 14.13 to 14.16 apply while the Trust is:
(a) a registered scheme and Liquid; or
(b) not a registered scheme.

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14.13 Subject to the Corporations Act and the Operating Rules, the Trustee may decide to satisfy a Redemption Request either in relation to all or some of the Units which are the subject of the request, provided that such exercise of power would not materially diminish or expand a Unitholder's interest in the income or capital of the Trust. The Trustee will give notice of a decision to reject a Redemption Request.
14.14 If the Trustee decides to give effect to a Redemption Request in respect of a Unit it must redeem the Units and pay the Redemption Price, calculated in accordance with this Trust Deed, from the Assets. The payment must be made within 15 Business Days after the redemption of the Units.
14.15 If compliance with a Redemption Request would result in the Unitholder holding Units with an aggregate Redemption Price which is less than the then current Minimum Holding Amount, the Trustee may treat the Redemption Request as including the balance of the Unitholder's holding.
14.16 If the Trustee increases the Minimum Holding Amount, the Trustee may after giving 30 days notice to a Unitholder who holds Units with an aggregate Redemption Price less than the then current Minimum Holding Amount, redeem that Unitholder's holding without the need for a Redemption Request, provided that such exercise of power would not materially diminish or expand a Unitholder's interest in the income or capital of the Trust.

While Trust is a registered scheme, but not Liquid

14.17 Clauses 14.18 to 14.23 apply while the Trust is a registered scheme, but not Liquid.
14.18 A Unitholder may withdraw from the Trust in accordance with the terms of any current withdrawal offer made by the Trustee, which is:
(a) in accordance with the provisions of the Corporations Act (including any ASIC Relief); and
(b) if Units are Officially Quoted, in accordance with the Operating Rules.
14.19 Any withdrawal amount payable under clauses 14.18 to 14.23 must be paid to a Unitholder within 21 days of the withdrawal offer's closing.
14.20 If there is no withdrawal offer currently open for acceptance by Unitholders, a Unitholder has no right to withdraw from the Trust.
14.21 The Trustee is not at any time obliged to make a withdrawal offer.
14.22 The Trustee may cancel a withdrawal offer in accordance with the Corporations Act.
14.23 If the Trustee receives a Redemption Request before it makes a withdrawal offer, it may treat the request as an acceptance of the withdrawal offer effective as at the time the withdrawal offer is made.

Liquid or not Liquid

14.24 The Trustee will determine whether or not the Trust is Liquid in accordance with the Corporations Act.

The Trustee not obliged to pay out of its own funds

14.25 The Trustee is not obliged to pay any part of the Redemption Price out of its own funds.

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Transfer of Assets

14.26 The Trustee may transfer Assets other than Cash to a Unitholder rather than pay Cash in satisfaction of all or part of a Redemption Request or pursuant to a withdrawal offer. These Assets, together with any Cash paid, must be of equal value to the total amount due to the Unitholder pursuant to the Redemption Request (as determined by the Trustee) or withdrawal offer (based on a valuation in accordance with clauses 16.3 to 16.5). If the Trustee requires, the costs involved in transfer of these Assets must be paid by the Unitholder or deducted from the amount due to the Unitholder.
14.27 Clause 14.26 applies whether or not the Trust is Liquid.

Redemption date

14.28 Units are taken to be redeemed when the Trustee cancels the relevant Units against the name of the Unitholder or Former Unitholder in the Register.

Small Holdings

14.29 Subject to clauses 14.30 to 14.34 and the Corporations Act (as modified by any applicable ASIC Relief), while the Trust is Listed, the Trustee may in its discretion from time to time sell or redeem any Units held by a Unitholder which comprise less than a marketable parcel as provided in the Operating Rules without request by the Unitholder.
14.30 The Trustee may only sell or redeem Units pursuant to clauses 14.26, 14.27 and 14.29 to 14.32 on one occasion in any 12 month period. The Trustee must notify the Unitholder of its intention to sell or redeem Units under clauses 14.30 to 14.34.
14.31 The Trustee will not sell or redeem the relevant Units:
(a) before the expiry of 6 weeks from the date of the notice given under clauses 14.29 to 14.34; or
(b) if, within the six weeks allowed under clause 14.31(a), the Unitholder advises the Trustee that the Unitholder wishes to retain the Units.
14.32 The Trustee's power to sell or redeem the Units lapses following the announcement of a Proportional Takeover Bid for all Units in the Trust but the procedure may be started again after the close of the offers made under the bid.
14.33 The Trustee or the purchaser of the Units must pay the costs of the sale as the Trustee decides. The proceeds of the sale or redemption will not be sent until the Trustee has received the certificate (if any) relating to the Units, or is satisfied that it has been lost or destroyed. In accordance with clause 17.8, the Trustee is authorised to make deductions from payments as a result of the sale.
14.34 The Trustee is entitled to execute on behalf of a Unitholder any transfer of Units under this clause 14.

Suspension of redemptions

14.35 Subject to any cooling off rights under the Corporations Act and the Operating Rules, the Trustee may at any time suspend the redemption for up to 50 Business Days, if:
(a) it is impracticable for the Trustee to calculate the Net Asset Value;
(b) redemption would cause the Trustee to breach any law, regulation or obligation under which the Trustee operates;

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(c) there would be insufficient cash retained in the Trust after complying with a Redemption Request to meet other Liabilities and in the Trustee's opinion it is not in the interests of Unitholders for any of the Trust's Assets to be sold in order to satisfy a Redemption Request;
(d) sufficient Assets cannot be realised at an appropriate price or on adequate terms of otherwise due to one or more circumstances outside the control of the Trustee;
(e) the Trustee reasonably estimates that it must sell 20% of Net Asset Value or more (by value) of the Assets to meet current unsatisfied Redemption Requests;
(f) there has been, or the Trustee anticipates that there will be, Redemption Requests which will involve realising a significant amount of the Assets and the Trustee considers that if those Redemption Requests are all satisfied immediately, Unitholders who continue to hold Units may bear a disproportionate burden of capital gains tax or other expenses, or the meeting of those Redemption Requests would otherwise be to the existing Unitholders' disadvantage including (but not limited to) a material decrease in the value of the Assets; or
(g) it is otherwise in the interests of the Unitholders to suspend redemptions, provided that such exercise of power would not materially diminish or expand a Unitholder's interest in the income or capital of the Trust.
14.36 Any Redemption Request that is not processed, or for which a Redemption Price has not been calculated or confirmed prior to the commencement of a period of suspension, the Trustee will deem it to have been received immediately before the end of the suspension period.

Compulsory Redemption

14.37 Without limiting any other provision of this clause 14, but subject to the Operating Rules and the Corporations Act (as modified by any applicable ASIC Relief), the Trustee may, upon a minimum of 60 days' notice to a Unitholder or Unitholders, redeem all or a portion of Units of any or all classes held by any or all such Unitholder if:
(a) the Trustee believes that the Units are held in breach of prohibitions contained in this Trust Deed;
(b) the Trustee determines that the Trust is uneconomical to operate;
(c) a Unitholder made a misrepresentation in acquiring its Units;
(d) a Unitholder is a registered holder of Units having an aggregate value of less than the Minimum Holding Amount, provided that it does so in accordance with the terms of this Trust Deed and the Corporations Act (including any ASIC Relief); or
(e) subject to the Corporations Act, such other circumstances as the Trustee determines.
14.38 Notwithstanding clause 14.37, the Trustee may, upon a minimum of 3 Business Days' notice to a Unitholder or Unitholders, redeem all or a portion of the Units held by any or all Unitholders if:
(a) the Trustee believes that the Units are held in circumstances which might result in a violation of an applicable law or regulation, or subject the Trust to taxation or otherwise adversely affect the Trust in any material respect; or
(b) the Trustee determines that the continued participation of a Unitholder might cause the Trustee or any Unitholder to violate any law or if any litigation is commenced or

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threatened against the Trustee or any Unitholder arising out of the participation of the Unitholder in the Trust,

provided that such exercise of power would not materially diminish or expand a Unitholder's interest in the income or capital of the Trust.

14.39 Units that are compulsorily redeemed in accordance with clauses 14.37 or 14.38 will be redeemed by the Trustee as if the Unitholder had lodged a Redemption Request in accordance with this clause 14.

Redemption Step

14.40 Without limiting any other provision of this clause 14, the Trustee may unilaterally redeem Units without complying with this clause 14 on or about the Implementation Date in accordance with the Implementation Deed at the Redemption Price calculated in accordance with clause 13 ( Redemption Step ) including but not limited to any redemption of Units which the Trustee determines in its discretion as being required to facilitate the IPO Proposal.

15. Stapling Provisions and IPO Proposal

Powers for the IPO Proposal

15.1 The Trustee may carry out all necessary steps (including the execution of documents) to implement the IPO Proposal, including the following:
(a) entering into the Implementation Deed and related agreements;
(b) passing a resolution of its board of directors to issue Units to applicants under the First Offer Document for Stapled Securities whose application money has been received by the Trustee or its agent in cash (even if held pursuant to section 1017E of the Corporations Act) and whose application has been approved by the Trustee ( IPO Subscribers ), and causing the Units to be taken to have been issued to those applicants under clause 12.12;
(c) issuing Units to the IPO Subscribers in accordance with the First Offer Document for Stapled Securities at a price specified in the Offer Document in accordance with paragraph 4.1 of Schedule 1 ( Issue Step ); and
(d) doing any other thing and entering into any other document or arrangement to comply with or carry out the steps in the Implementation Deed and related agreements, or which is described in the First Offer Document for Stapled Securities or is necessary to give effect to the transactions described in the First Offer Document for Stapled Securities or is collateral to any of the documents described in the First Offer Document for Stapled Securities.
15.2 Clause 15.1 does not limit the Trustee's powers and discretions under clause 20, or any other provision of this clause 15 or the Trust Deed.

Stapling Provisions

15.3 The Stapling Provisions set out in Schedule 1 form part of this Trust Deed and first take effect when the Trust is a Registered Scheme and the Units are Stapled to an Attached Security until they cease to apply in accordance with this Trust Deed.
15.4 On and from the Stapling Commencement Time:

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(a) subject to clause 30, the Stapling Provisions apply and this Trust Deed is to be read subject to the Stapling Provisions except to the extent that this would result in a breach of the Corporations Act, the Operating Rules or any other law; and
(b) provisions of this Trust Deed, which by their context apply only while Units are not Stapled, do not apply while Units are part of a Stapled Security.

Power to enter into Reorganisation Proposals

15.5 Without limiting clause 20, the Trustee may enter into:
(a) without reference to or approval from Unitholders:
- (i) a Realisation Transaction;
- (ii) a Consolidation or Division Proposal;
- (iii) a Stapling Proposal;
- (iv) a Top Hat Proposal;
- (v) an Exchange Proposal;
- (vi) a Capital Reallocation Proposal; or
(b) any other Reorganisation Proposal which is approved by Ordinary Resolution.
15.6 It is a term of issue of each Unit that the Unit may be subject to a Reorganisation Proposal as provided in clause 15.5. Each Unitholder by subscribing for or taking a transfer of, or otherwise acquiring a Unit is taken to have consented to these Reorganisation Proposals.

Partly Paid Units

15.7 If any Unit is a Partly Paid Unit at the time of a Reorganisation Proposal, the unpaid amount of the Application Price and any instalment payable will be amended in the same ratio.

Power to give effect to the IPO Proposal, the Stapling Provisions and Reorganisation Proposals

15.8 In order to effect the IPO Proposal as contemplated by clause 15.1, the Trustee has power to:
(a) do any other thing and enter into any other document or arrangement described in the First Offer Document for Stapled Securities or which is necessary to give effect to the transactions described in the First Offer Document for Stapled Securities or is collateral to any of the documents described in the First Offer Document for Stapled Securities. For example, the Trustee has the power to enter into any arrangements and to execute any documents to put in place matters contemplated by the Implementation Deed and related agreements, including the power to acquire additional Assets for the Trust in the future which may result in fees being paid to entities within the Trustee Group for asset management and for property management and leasing; and
(b) do all other things which it considers necessary, desirable or reasonably incidental to give effect to the IPO Proposal.
15.9 In order to effect an initial or subsequent Stapling of securities to the Units as contemplated by clause 15.1 and Schedule 1, the Trustee has power to do all things which it considers necessary, desirable or reasonably incidental to give effect to the Stapling and the Stapling Provisions.

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15.10 If the Trustee determines to enter into a Realisation Transaction, Consolidation or Division Proposal, a Stapling Proposal, a Top Hat Proposal, an Exchange Proposal or a Capital Reallocation Proposal in accordance with clause 15.5, then the Trustee has power to do all things which it considers necessary, desirable or reasonably incidental to give effect to the relevant proposal.
15.11 If a Reorganisation Proposal is approved by an Ordinary Resolution in accordance with clause 15.5(b), then the Trustee has power to do all things which it considers necessary, desirable or reasonably incidental to give effect to the Reorganisation Proposal.

Specific Powers

15.12 Without limiting clauses 15.1 and 15.8 to 15.11, to give effect to the IPO Proposal, a Stapling and the Stapling Provisions, a Realisation Transaction, Consolidation or Division Proposal, Stapling Proposal, a Top Hat Proposal, an Exchange Proposal or a Capital Reallocation Proposal, or a Reorganisation Proposal which has been approved by an Ordinary Resolution in accordance with clause 15.5(b), the Trustee has power to:
(a) make distributions and other payments out of the Assets and (subject to the Corporations Act and the Operating Rules) to redeem Units, and to apply the payment or redemption proceeds on behalf of Unitholders;
(b) apply for or purchase fully paid securities on behalf of the Unitholders and to consent on behalf of Unitholders to become a member of a company, trust, partnership, or other body;
(c) issue Units;
(d) consolidate, divide or convert Units in a ratio determined by the Trustee, including rounding of the number of Units as the Trustee determines;
(e) transfer Assets; and
(f) execute all documents and do all things which it considers are necessary, desirable or reasonably incidental to give effect to the relevant proposal.

Appointment of Trustee as agent and attorney

15.13 Without limiting clauses 15.8 to 15.11, to give effect to the IPO Proposal, a Stapling and the Stapling Provisions, a Realisation Transaction, Consolidation or Division Proposal, a Stapling Proposal, a Top Hat Proposal, an Exchange Proposal or a Capital Reallocation Proposal, or a Reorganisation Proposal which has been approved by an Ordinary Resolution in accordance with clause 15.5(b), the Trustee is irrevocably appointed the agent and attorney of each Unitholder to:
(a) apply any proceeds referred to in clause 15.12(a) on behalf of the Unitholder;
(b) execute any withdrawal request on behalf of the Unitholder, or any application for, or transfer of, any securities in favour of the Unitholder;
(c) execute a transfer of Assets to a Unitholder; and
(d) execute all documents and do all things (including giving all consents) which the Trustee reasonably considers are necessary or desirable to give effect to the Stapling or relevant transaction or proposal.
15.14 The Trustee is authorised to execute these documents and to do these things without need further authority or approval from Unitholders.

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Liability of Trustee

15.15 The Trustee has no liability of any nature whatsoever beyond the Assets to Unitholders arising, directly or indirectly, from the Trustee doing or refraining from doing any act (including the execution of a document) pursuant to or in connection with the implementation of a Stapling or any Reorganisation Proposal.

Paramountcy of provision

15.16 The provisions of this clause 15 prevail over the provisions of this Trust Deed in the case of any inconsistency to the extent provided in clause 30.

16. Valuation of Assets, Registers and Financial Statements

Trustee may value

16.1 The Trustee may cause an Asset or a Consolidated Group's Asset to be valued at any time, and must do as and when required by the Corporations Act.
16.2 The Trustee may determine Net Asset Value at any time, including more than once on each day.

Valuation methods

16.3 The Trustee may determine valuation methods and policies for each category of Asset and change them from time to time. Where the Trust is a Registered Scheme, the valuation methods and policies determined by the Trustee must be approved by the board of directors of the Trustee, consistent with ordinary commercial practice and must produce a valuation that is reasonably current.
16.4 Unless the Trustee determines otherwise, the value of an Asset for the purpose of calculating Net Asset Value will be its market value, determined in accordance with the valuation methods and policies determined under clause 16.3.
16.5 Subject to clauses 16.3 and 16.4, where the Trustee values an Asset at other than its market value, or where there is no market value, the valuation methods and policies applied by the Trustee must be capable of resulting in a calculation of the Application Price or Redemption Price that is independently verifiable.
16.6 The Trustee must determine the value of the Consolidated Group's Assets in accordance with clauses 16.3 to 16.5.

Register

16.7 The Trustee may keep a register in which details of the holders of Units are recorded. The Register may show the name, address and information relating to the qualifications of an investor to hold Units. The Register may include such other information, as the Trustee determines.
16.8 Entry of a person's name on the Register as the holder of a Unit is conclusive evidence of that person's ownership of that Unit.

Preparation of Financial Statements

16.9 The Trustee must prepare Financial Statements as and when required by the Corporations Act.

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16.10 The preparation of the Financial Statements of the Trust in accordance with clause 16.9 is not to be regarded as a determination of the method for calculating the Distributable Income of the Trust.
16.11 The Trustee may appoint an auditor for the Trust to perform such roles as the Trustee determines (for example, to prepare a report on the Financial Statements). The remuneration for the Auditor will be fixed by the Trustee.

17. Payments

Trustee to determine payment method

17.1 Money payable by the Trustee to a Unitholder may be paid in any manner the Trustee determines, such as by cheque or electronic means.
17.2 In this clause 17, a reference to payment includes any method by which money payable by the Trustee to a Unitholder is discharged.

Payment by cheque

17.3 Cheques may be given to the Unitholder or to anyone the Trustee does not doubt to be authorised by the Unitholder or sent to the Unitholder's physical address. Cheques issued by the Trustee that are not presented within six months may be cancelled.
17.4 Where a cheque which is cancelled was drawn in favour of a Unitholder, the money is to be held by the Trustee for the Unitholder or paid by the Trustee in accordance with the legislation relating to unclaimed money.

Payment by electronic transfer

17.5 Payments made by electronic transfer must be made to the account, details of which are provided to the Trustee in writing by the Unitholder. Where the Trustee attempts to make a payment to a Unitholder by electronic transfer of funds or any other electronic means and the payment to the Unitholder is unsuccessful, the money is to be held by the Trustee for the Unitholder or paid by the Trustee in accordance with the legislation relating to unclaimed money.

Rounding of amounts to be paid

17.6 Only whole cents are to be paid, rounded as the Trustee determines.

Payments to joint Unitholders

17.7 A payment to any one of joint Unitholders will discharge the Trustee in respect of the payment.

Deductions from payments

17.8 The Trustee may deduct from any amount to be paid to a person who is or has been a Unitholder, or received from a person who is or has been a Unitholder:
(a) any amount of Tax (or an estimate of it); or
(b) any other amount, which the Trustee is required or authorised to deduct in respect of that payment (including the Administration Fee) or receipt or which the Trustee considers should be deducted or owed by the Unitholder to the Trustee or any other person.

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18. Income and Distributions

Determination of Distributable Income

18.1 The Trustee must determine the Distributable Income of the Trust for each Distribution Period.
18.2 Unless the Trustee determines otherwise prior to the end of the Financial Year, Distributable Income is:
(a) the amount which, if distributed to Unitholders for the period, would, to the extent possible, prevent the Trustee being liable to tax under section 99 or section 99A of the Tax Act for the Financial Year as if the period is a year of income; plus
(b) any additional amount of income which the Trustee considers is appropriate to distribute to Unitholders under this clause 18.2.

Classification of income components

18.3 The Trustee may decide the classification of any item as being on income or capital account and the extent to which reserves or provisions need to be made.

Separate accounts

18.4 The Trustee may keep separate accounts of different categories or sources of income, deductions or credits for tax purposes.

Present entitlement

18.5 Subject to the restrictions attaching to any particular Unit, a person who, at any time during a Financial Year, is or has been a Unitholder, is presently entitled to the Distributable Income for that Financial Year (on the last day of that Financial Year), in the proportion that the sum of the Income Distributions and Accrued Income Entitlements of the Unitholder in respect of that Financial Year bears to the sum of the Income Distributions and Accrued Income Entitlements in respect of that Financial Year of all persons who are or have been Unitholders at any time during that Financial Year.

Income Distributions

18.6 Subject to clause 11.13, the Income Distribution for a Unit for a Distribution Period is an amount calculated by the Trustee as follows:
𝐴=[𝐵]
- 𝐶

where

A is the Income Distribution of the Unit for the Distribution Period;
B is the Distributable Income for the Distribution Period; and
C is the aggregate of the number of Fully Paid Units on issue plus the Weighted Average Number of Partly Paid Units at the end of the Distribution Period, but ignoring Units which are not entitled to participate in Distributable Income in respect of the Distribution Period;
(a) for the purposes of determining the Income Distribution of a Unitholder for a Distribution Period in which clause 11.13 applies to any Units, the Trustee will make

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a determination of entitlement to Income Distribution having regard to the number of days the Units are held in the distribution period and utilising the methodology and formulae set out in clause 18.6;

(b) for the purposes of determining the Income Distribution of a Unitholder for a Distribution Period, the Trustee may subtract the Administration Fee payable for the Distribution Period in respect of a Unit from the Income Distribution amount (calculated utilising the formula set out in this clause 18.6). The resultant positive amount (if any) will be the amount actually payable to the Unitholder as the Income Distribution in respect of a Unit for the Distribution Period.

Satisfaction of present entitlement

18.7 Income Distributions for a Distribution Period must be paid to a Unitholder within two months after the Distribution Calculation Date, or if the review or audit (if any) for that Distribution Period has not been completed, as soon as possible after the completion of the review or audit.

Entitlement to capital

18.8 The Trustee may distribute any amount of capital (not included in Distributable Income) to Unitholders of the Trust by the payment of Cash or the issue of Units (the Application Price for which is to be determined in accordance with clause 11) of an amount determined in accordance with the following formula (rounded down to the nearest whole cent or as the Trustee otherwise determines):
𝐴=[𝐵 𝑥 𝐷] 𝐶

where:

A is the amount of the distribution to which the Unitholder is entitled;
B is the aggregate of:
(a) the number of Fully Paid Units held by the Unitholder at the time determined by the Trustee relevant to the return of capital ( relevant day ); plus
(b) the aggregate of the Relevant Fraction of each Partly Paid Unit held by the Unitholder on the relevant day;

C is the aggregate of the number of Fully Paid Units in issue and the Weighted Average Number of Partly Paid Units in issue; and

D is the aggregate amount of Cash or the value of Assets (determined by the Trustee) to be distributed.

18.9 Each of the variables in clause 18.8 are the proportion of each of those variables that is properly referable to the Class to which the Unit (for which the capital distribution is being calculated) belongs.

Distribution by transfer of Assets

18.10 The Trustee may effect a distribution to Unitholders by transferring Assets to all Unitholders rather than paying in Cash or issuing additional Units.
18.11 The Trustee must effect the distribution to all Unitholders in accordance with clause 18.10 in the same way.

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18.12 If the property to be transferred to each Unitholder is a financial product issued by an entity they must be of the same type, have the same rights and, if relevant, be fully paid.
18.13 The property transferred may comprise solely a beneficial interest in tangible or intangible property.
18.14 In each case, where property other than Cash is to be transferred to Unitholders (or a nominee on behalf of a Unitholder), each Unitholder authorises the Trustee to act as their agent to:
(a) acquire the property on behalf of the Unitholder; and
(b) where the property comprise an interest in a financial product issued by an entity, agree to the Unitholder becoming a holder of that interest or a member of the relevant entity.
18.15 The property transferred, together with any Cash paid, must be of equal value to the total amount due to the Unitholder pursuant to the distribution (based on a valuation done within one month before the date of the proposed transfer). If the Trustee requires, the costs involved in transfer of any property must be paid by the Unitholder or deducted from the distribution due to the Unitholder.

Trust taxed as Company

18.16 If in any Financial Year:

(a) the Trustee as trustee of the Trust; or
(b) the Trust;

becomes taxable as if it were a company under the Tax Act, the Trustee has an absolute discretion as to the level of distribution to be made in that or in any subsequent Financial Year.

Reinvestment

18.17 The Trustee may decide whether to permit or require the Unitholders to reinvest some or all of any distribution to acquire Units. The offer to permit reinvestment must be made on the same terms to all Unitholders.
18.18 If the Trustee decides to permit or require reinvestment, it must notify Unitholders of the procedure for reinvestment and any change in the procedure.
18.19 If reinvestment applies, while the Units in the Trust are Officially Quoted, the Application Price for each additional Unit upon reinvestment of a distribution will be calculated in accordance with clause 11 on a date to be determined by the Trustee.
18.20 If reinvestment applies, while the Units in the Trust are not Officially Quoted, the Application Price for each additional Unit upon reinvestment of a distribution will be calculated in accordance with clause 11 on a date to be determined by the Trustee, subject to any discretion that the Trustee may have to determine the amount of the Application Price pursuant to this Trust Deed, the Corporations Act, and any ASIC Relief.
18.21 If the amount to be reinvested in additional Units results in a fraction of a Unit, the money representing the fraction will be held for future reinvestment in the Trust at the next time that reinvestment is to occur. The Trustee must credit that money to an account to be designated as the "Distribution Account".

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18.22 Whenever, under this Trust Deed or by law, money is held on behalf of a Unitholder for future reinvestment, the money so held may, in the discretion of the Trustee be aggregated and, on each occasion on which the aggregated amount reaches the Application Price of a Unit, be applied in the subscription for a new Unit for issue to the Unitholder.
18.23 Units issued under clauses 18.17 to 18.22 inclusive are to participate fully for income in respect of the Distribution Period in which they are issued.
18.24 If reinvestment applies, the Trustee is deemed to have received and accepted an application to reinvest, and received the relevant application money, at the end of the relevant Distribution Period.

Liability

18.25 The Trustee does not incur any liability and is not obliged to account to anyone (including any Unitholder or Former Unitholder) nor is it liable for any loss or damage as a result of the exercise of any discretion or power under this clause 18 or in respect of any determination of fact or law made as part of, or as a consequence of, the exercise of such discretion or power notwithstanding any error or miscalculation in any provision made for Tax.

Rounding

18.26 If the Unitholder's entitlement to a distribution includes a fraction of a cent the entitlement is to be rounded down to the nearest cent below the amount of the Unitholder's entitlement.

19. AMIT taxation regime

19.1 If the Trust becomes eligible during the financial year to make a choice to be taxed under the AMIT Regime, the Trustee may make an election for the Trust to be taxed under the AMIT Regime by the Trustee:
(a) providing a notice in writing to Unitholders that the Trust will be taxed as an AMIT; and
(b) preparing the tax returns of the Trust on the basis that the Trust is an AMIT.
19.2 If the Trustee makes an election under clause 19.1, this clause 19 will apply to the Trust.
19.3 If eligible, the Trustee may make an election to treat each Class as a separate AMIT under the AMIT Regime by the Trustee:
(a) making a record of that choice;
(b) providing a notice in writing to Unitholders of each Class that the Class will be taxed as an AMIT; and
(c) preparing the tax returns of that Class on the basis that each Class is an AMIT.
19.4 For the purposes of deciding whether to make a choice under clause 19.3, the Trustee must consider whether:
(a) the rights, restrictions and obligations attached to each Unit within that Class are the same;
(b) each Unit in a Class is distinct from each Unit in each other Class.
19.5 If the Trustee makes an election under clause 19.3, this clause 19 will apply to the Class as if the Class were a separate Trust.

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19.6 The Trustee must not exercise a right, power or discretion under this Trust Deed in a manner that would materially diminish or expand the right of a Unitholder to income or capital of the Trust.
19.7 Where clause 19 applies, the clause will prevail over any other provisions of this Trust Deed to the extent of any inconsistency.

Trustee powers

19.8 The Trustee has all of the powers and rights which are necessary and desirable to ensure compliance with and the effective operation of the Trust as an AMIT for the purposes of the AMIT Regime, including any steps necessary to determine each Unitholder's Determined Member Component. For the avoidance of doubt, this includes the Trustee having the power and right to:
(a) stream a gain made on the disposal of an Asset by the Trust to a Unitholder in order to satisfy all or part of a Redemption Request of the Unitholder of that unit; and
(b) determine each Unitholder's Determined Member Component taking into account any Prior Year Adjustment Amounts.

Determining the Trust Components

19.9 The Trustee must identify the Trust Components of the Trust, in a document that meets the requirements of the Tax Act. Each Trust Component will have a determined character for tax purposes, as contemplated in the AMIT Regime.
19.10 The Trustee may adjust the Trust Components of a particular character for an income year to take into account any unders or overs (as those terms are defined in the Tax Act) of that character which the Trust has in the income year.

Attributing Trust Components to Unitholders

19.11 Following the end of the financial year, the Trustee must allocate a portion of each Determined Trust Component to each Unitholder on a fair and reasonable basis and without regard to a Unitholder's tax characteristics.
19.12 A Member Component must be calculated for each particular character that is identified in respect of the Determined Trust Component.

AMMA statements

19.13 The Trustee must issue an AMMA Statement to each Unitholder in respect of the Financial Year. The AMMA Statement will set out the Unitholder's Determined Member Component in respect of each Determined Trust Component as well as all of the other information required under the AMIT Regime to be included in the statement. The AMMA Statement must be given to each Unitholder within the time specified in the Tax Act.
19.14 The Trustee may re-issue revised AMMA Statements to a Unitholder in respect of a Financial Year which effectively replaces the previous AMMA Statement(s) issued in respect of that Financial Year. A revised AMMA Statement must be issued by the Trustee in respect of the relevant Financial Year to which the AMMA Statement relates within the time specified in the Tax Act.

Unitholders' acknowledgement regarding choice for Unders/Overs

19.15 Each Unitholder acknowledges or is taken to acknowledge that the Trustee has, under the AMIT Regime, a choice with respect to how the Trustee is to address any Unders or Overs of

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a particular character for the Trust, including whether such amounts should be addressed by the Trustee by either:

(a) re-issuing revised AMMA Statements to Unitholders for the financial year to which the Over or Under relates; or
(b) adjusting the Trust's Trust Components in the financial year in which the Under or Over is discovered to take account of the Under or Over.

Objection by Unitholders

19.16 If a Unitholder objects to the basis of the attribution of the Determined Trust Components for the purposes of the AMIT Regime, including by making a Member Objection Choice, the Unitholder agrees to:
(a) provide the Trustee with written notice of the Unitholder's intention to make an objection at least five business days prior to notifying the Commissioner of Taxation of Australia of its objection; and
(b) include in the notice provided to the Trustee, a summary of the reasons why the Unitholder considers the attribution to be inappropriate; and
(c) provide to the Trustee any information the Trustee reasonably requests in order to assess the Unitholder's objection or proposed objection; and
(d) indemnify the Trustee against all costs and liabilities incurred by the Trustee as a result of the objection or proposed objection.

20. Powers and obligations of the Trustee

General powers

20.1 Subject to this Trust Deed, the Trustee has all the powers of a natural person in respect of the Trust as though it were the absolute owner of the Assets.

Specific powers

20.2 Without limiting the effect of clause 20.1, the Trustee in its capacity as trustee of the Trust has power to:
(a) invest in, dispose of or otherwise deal with property and rights in its absolute discretion, including the power to invest in a Controlled Entity and derivatives;
(b) borrow or raise money whether or not on security of the Assets;
(c) incur all types of obligations and liabilities including guarantees;
(d) enter into an arrangement whereby the Units will be stapled to interests in another managed investment scheme; and
(e) enter into an arrangement with a person to underwrite the subscription or purchase of Units on such terms as the Trustee determines; and
(f) apply for quotation of any Units on any exchange where similar instruments are listed and traded.

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Power of delegation

20.3 The Trustee may authorise any person to act as its agent or delegate (in the case of a joint appointment, jointly and severally) to hold title to any Asset, perform any act or exercise any discretion within the Trustee's power, including the power to appoint in turn its own agent or delegate.
20.4 The Trustee may include in the authorisation provisions to protect and assist those dealing with the agent or delegate as the Trustee thinks fit.
20.5 Subject to the Corporations Act, the agent or delegate may be any member of the Trustee Group or an associate of the Trustee or the Trustee Group.
20.6 The Trustee will not be liable for the acts or omissions of any delegate so long as reasonable care is taken in selecting that person.

Exercise of discretion

20.7 The Trustee may in its absolute discretion decide how and when to exercise its powers, provided that such exercise of power would not materially diminish or expand a Unitholder's interest in the income or capital of the Trust.

Related party transactions

20.8 The Trustee may deal with and engage the services of its associates and related parties.
20.9 The Trustee and any of its agents or delegates may invest in trusts or other assets controlled or managed by or otherwise associated with related parties and associates of the Trustee.
20.10 Where the Trustee engages, deals with or invests in any related party or related party asset(s) the Trustee may, but is not obliged to, negotiate a rebate or reduced level of fees or services charges.
20.11 The Trustee may:
(a) deal with itself (as Trustee of the Trust or in any other capacity), any associate or any Unitholder;
(b) be interested in any contract or transaction with itself (as Trustee of the Trust or in any other capacity), any associate or Unitholder; and
(c) may act in the same or a similar capacity in relation to any other Trust or managed investment scheme, and retain any benefit or benefits from doing such dealing, interests or so acting.

Obligations of the Trustee

20.12 The Trustee has an obligation to treat all Unitholders within the same Class equally and the Unitholders in different Classes fairly subject to any relief provided to or modification of corresponding statutory requirements which relief and modifications shall be deemed to apply on the same terms to this clause.

Listing of the Trust

20.13 The Trustee may apply for the Trust to be Listed and Units to be Officially Quoted at any time and for this purpose the Trustee is authorised on its own behalf and on behalf of each Unitholder to do all things necessary to effect a Listing.

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While the Trust is Listed

20.14 While the Units are Officially Quoted, the following applies:
(a) notwithstanding anything contained in this Trust Deed, if the Operating Rules prohibit an act being done, the act shall not be done;
(b) nothing contained in this Trust Deed prevents an act being done that the Operating Rules require to be done;
(c) if the Operating Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);
(d) if the Operating Rules require this Trust Deed to contain a provision and it does not contain such a provision, this Trust Deed is deemed to contain that provision;
(e) if the Operating Rules require this Trust Deed not to contain a provision and it contains such a provision, this Trust Deed is deemed not to contain that provision; and
(f) if any provision of this Trust Deed is or becomes inconsistent with the Operating Rules, this Trust Deed is deemed not to contain that provision to the extent of the inconsistency.
20.15 While the Trust is Listed, if at any time the Trust ceases to be in compliance with clause 20.14, the Trustee must promptly take action to rectify non-compliance.
20.16 In accordance with ASIC Corporations (Chapter 5C - Miscellaneous Provisions) Instrument 2017/125 or its equivalent and for so long as it applies to the Trust, a change in the text of this Trust Deed because of the operation of clause 20.14 is not a modification of, or the repeal or replacement of the Trust Deed for the purposes of sections 601GC(1) and (2) of the Corporations Act.
20.17 Despite any other provision of this Trust Deed, a provision of this Trust Deed which is expressed to apply subject to the Operating Rules is only so subject while the Trust is Listed.

21. Change of Trustee

Retirement and removal of Trustee

21.1 Where the Trust is not a registered scheme, the Trustee may retire at any time on not less than one month's notice to Unitholders, and may appoint in writing a new trustee to replace it.
21.2 Where the Trust is a registered scheme:
(a) the Trustee may retire as permitted by the Corporations Act, and must retire as required by the Corporations Act; and
(b) a new trustee is appointed in accordance with the Corporations Act; and
(c) subject to the Corporations Act, Unitholders have no right to remove the Trustee.

Replacement Trustee to execute deed

21.3 Any proposed replacement Trustee must execute a deed by which it agrees to be bound by this document.

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Obligations of retiring Trustee

21.4 Upon the retirement or removal of the Trustee, the Trustee must promptly, at the expense of the Trust:
(a) hand to the new Trustee all books, records, documents and other property of or relating to the Trust;
(b) do all things necessary to transfer the legal title in the Assets to the new Trustee;
(c) sign authorities and give directions reasonably required by the new Trustee to give possession or control of any part of the Trust in the hands of third parties; and
(d) give any assistance reasonably required by the new Trustee to put the new Trustee into full knowledge of the affairs of the Trust.

Release

21.5 When the Trustee changes, the outgoing Trustee is released from all obligations in relation to the Trust arising after the time it retires or is removed except those which the Corporations Act continues to impose.

Retirement benefits

21.6 The Trustee is entitled to agree with the proposed replacement Trustee to be remunerated by, or to receive a benefit from, the proposed replacement Trustee in relation to:
(a) entering into an agreement to submit a proposal for its retirement to a meeting of Unitholders, and nominating to the Unitholders the incoming Trustee as its replacement; or
(b) its retirement as Trustee,

(unless such remuneration or benefit is not permitted under the Corporations Act) and is not required to account to Unitholders for such remuneration or benefit.

Trustee cannot be beneficiary

21.7 When the Trustee changes as a consequence of the retirement of the Trustee or the appointment of a new Trustee pursuant to this clause 21, the new Trustee (or continuing Trustee if there is more than one) or previous Trustee must not be at the time of its appointment and cannot subsequently become a Unitholder or a beneficiary under the Trust. Notwithstanding any other provision of this deed this clause 21.7 is irrevocable and may not be removed or amended.

22. Communications

Communications to a Unitholder

22.1 Subject to the Corporations Act, communications between the Trustee and Unitholders must be in writing which includes any electronic means (including sending an electronic link to a document to a Unitholder) and fax and must be sent to the Unitholder at the Unitholder's physical or electronic address.

Communications to joint Unitholders

22.2 For joint Unitholders, the physical or electronic address is that of the Unitholder first named in the Register.

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Receipt of communications to a Unitholder

22.3 Without limiting any other means by which a Trustee may be able to prove that a notice has been received by a Unitholder, communications to a Unitholder will be considered to have been received:
(a) if sent by hand, when left at the address of the recipient;
(b) if sent by pre-paid post, three days (if posted within Australia to an address in Australia) or seven days (if posted from one country to another) after the date of posting;
(c) if sent by facsimile, on receipt by the sender of an acknowledgement or transmission report generated by the sender's machine indicating that the whole facsimile was sent to the recipient's facsimile number; or
(d) if sent by electronic means, are taken to be delivered 1 hour after sending, provided that the sender has no reason to doubt successful receipt (for example, where the email has bounced),

but if a notice is served by hand, received by the recipient's facsimile or received by the recipient's information system via electronic means on a day that is not a Business Day, or after 5.00 pm (recipient's local time) on a Business Day, the notice will be considered to have been received by the recipient at 9.00 am (recipient's local time) on the next Business Day.

22.4 Proof of actual receipt is not required.

Communications to the Trustee

22.5 Communications to the Trustee must be sent to the Trustee at the last advised physical or (if the Trustee allows) electronic address.
22.6
The notice is effective only at the time of actual receipt.
22.7 Communications to the Trustee must carry the actual, facsimile or electronic signature of the Unitholder or someone authorised by the Unitholder, unless the Trustee waives this requirement.
22.8 Unless it has reason to doubt these things, the Trustee may assume that an email has been sent by the apparent sender and has arrived uncorrupted.
22.9 The Trustee may take and may act (or not act, as relevant) on any advice, information and documents which the Trustee has no reason to doubt is authentic, accurate or genuine and is not liable for so acting or not acting.

23. Meetings of Unitholders

Convening of meetings

23.1 The Trustee may at any time convene a meeting of Unitholders or Unitholders of a Class of Units to consider any matter, including resolutions, and must do so if the Corporations Act or the Operating Rules require.
23.2 While the Trust is a registered scheme, meetings of Unitholders must be convened and conducted in accordance with Part 2G.4 of the Corporations Act and this Trust Deed.

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23.3 While the Trust is not a registered scheme, meetings of Unitholders will be convened and conducted in accordance with this Trust Deed as if Part 2G.4 applied with any necessary modifications.

Trustee may determine

23.4 Subject to the specific provisions of this Trust Deed relating to meetings of Unitholders and to the Corporations Act and the Operating Rules, the Trustee may determine the time and place at which a meeting of Unitholders will be convened and the manner and procedures to apply in the conduct of the meeting.

Notice of meeting

23.5 At least 21 days' notice of a meeting of Unitholders must be given to Unitholders. If a Unitholder does not receive a notice of a meeting or a cancellation or postponement of a meeting (including if the notice was accidentally omitted to be given to them), the meeting is not invalidated.
23.6 In computing the period of notice, both the day on which the notice is given or taken to be given and the day of the meeting convened by it are to be disregarded.

Quorum

23.7 The quorum for a meeting of:
(a) all of the Unitholders of the Trust is at least 2 Unitholders of the Trust present in person or by proxy together holding at least 5% of all Units of the Trust; and
(b) of the Unitholders of a Class in a Trust, is at least 2 Unitholders present in person or by proxy together holding at least 5% of all Units of that Class.
23.8 If a Trust or a Class of Units of a Trust has only one (1) Unitholder who may vote on a resolution, the Unitholder constitutes a quorum at a meeting of the Unitholders of the Trust or the Unitholders of the Class.

No quorum

23.9 If a quorum is not present within 15 minutes after the scheduled time for the meeting, the meeting is adjourned to the same day in the next week and same time and place, or to such other day, time and place as the Trustee decides by notice to the Unitholders and others entitled to notice of the meeting.
23.10 At any adjourned meeting, those Unitholders present in person or by proxy, attorney or representative constitute a quorum. If a quorum is not present within 15 minutes after the time appointed for the adjourned meeting, the meeting is dissolved.

Chair

23.11 The Trustee may appoint a person to chair a meeting of Unitholders.
23.12 The chair of a meeting of Unitholders:
(a) has charge of the general conduct of the meeting and of the procedures to be adopted at the meeting;
(b) may require the adoption of any procedure which is in the chair's opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the general meeting; and

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(c) may terminate discussion or debate on any matter whenever the chair considers it necessary or desirable for the proper conduct of the meeting,

and a decision by the chair under this clause 23.12 is final.

Adjournment or cancellation

23.13 Subject to the Corporations Act and the Operating Rules, the chair has power to cancel a meeting or adjourn a meeting for any reason to such place and time as the chair thinks fit.

Adjournment of meeting

23.14 The chair of a meeting of Unitholders may at any time during the meeting adjourn the meeting or any business, motion, question, Resolution, debate or discussion being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting at any time and any place. In exercising this discretion, the chair may, but need not, seek the approval of the Unitholders present. Unless required by the chair, no vote may be taken or demanded by the Unitholders present in respect of any adjournment.
23.15 Only unfinished business is to be transacted at a meeting resumed after an adjournment.

Notice of adjourned meeting

23.16 It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a meeting is adjourned for one month or more. In that case, notice of the adjourned meeting must be given as in the case of an original meeting.

Voting

23.17 Any 2 Unitholders present in person or by proxy holding at least 30% by value of Units and entitled to vote on the issue may demand a poll, unless the Trust or class has only one (1) Unitholder, in which case that one (1) Unitholder may do so.
23.18 Subject to the rights and obligations attaching to any class of Units, on a show of hands each Unitholder has one (1) vote and on a poll each Unit is worth one (1) vote.
23.19 Subject to the Corporations Act and the Operating Rules, the Trustee is not obliged to take any action in connection with the result of any vote.

Questions decided by majority

23.20 A Resolution is taken to be carried if a simple majority of the votes cast on the Resolution are in favour of it, subject to this Trust Deed and (where the Trust is a registered scheme) the Corporations Act in respect of any special majority requirement for a particular Resolution.
23.21 The Trustee and any associate may vote on all Resolutions unless (where the Trust is a registered scheme) under the Corporations Act they are not permitted to vote on a particular Resolution.

Voting for a Unitholder

23.22 The provisions of the Corporations Act governing proxies and voting for meetings of Unitholders of registered schemes apply to the Trust.
23.23 A proxy is entitled to speak and vote for a Unitholder (to the extent allowed by the appointment) even if the Unitholder is present at the meeting, but only so long as the Unitholder does not speak or vote.

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23.24 Subject to the Corporations Act, an appointment of proxy is valid even if it contains only some of the information required by the proxy form.

Minutes

23.25 The minutes of a meeting of Unitholders signed by the chair of the meeting are conclusive evidence of the matters stated in them, unless the contrary is proved.

Meetings by technology

23.26 A meeting of Unitholders may be held by means of such telephone, electronic or other communication facilities as permit all persons in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting.

24. Rights and liabilities of Trustee

Holding Units

24.1 Any member of the Trustee Group and their associates may hold Units in the Trust in any capacity.

Other capabilities

24.2 Nothing in this Trust Deed restricts the Trustee (or its associates) from:
(a) dealing with itself (as trustee of the Trust or in another capacity), any of its Controlled Entities, any member of the Trustee Group, an associate or with any Unitholder;
(b) being interested in any contract or transaction with itself (as Trustee of the Trust or in another capacity), any of its Controlled Entities, any member of the Trustee Group, an associate or with any Unitholder;
(c) acting in the same or a similar capacity in relation to any other managed investment scheme, company or other entity; or
(d) dealing with any other entity in which the Trustee holds an investment on behalf of the Trust or dealing with any Units,

and in each case the Trustee or any associate may retain all profits or benefits derived from that activity.

Trustee may rely

24.3 The Trustee may take and may act upon:
(a) the opinion or advice of counsel or solicitors, whether or not instructed by the Trustee, in relation to the interpretation of this Trust Deed or any other document (whether statutory or otherwise) or generally in connection with the Trust;
(b) advice, opinions, statements or information from any bankers, accountants, auditors, valuers and other persons consulted by the Trustee who are in each case believed by the Trustee in good faith to be expert in relation to the matters upon which they are consulted;
(c) a document which the Trustee believes in good faith to be the original or a copy of an appointment by a Unitholder of a person to act as their agent for any purpose connected with the Trust; and

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(d) any other document provided to the Trustee in connection with the Trust upon which it is reasonable for the Trustee to rely,

and, to the extent legally permitted, the Trustee will not be liable for anything done, suffered or omitted by it in good faith in reliance upon such opinion, advice, statement, information or document.

24.4 The Trustee may rely on signatures without enquiry if it has no reason to doubt their authenticity or genuineness.

25. Limitation of liability and indemnity in favour of Trustee

Limitation on Trustee's liability

25.1 Whilst the Trustee acts in good faith and in the proper performance of its duties, the Trustee is not liable in contract, tort or otherwise to Unitholders for any loss suffered in any way relating to the Trust.
25.2 The liability of the Trustee to any person other than a Unitholder in respect of the Trust (including in respect of any contracts entered into as Trustee of the Trust or in relation to any Assets) is limited to the amount the Trustee actually receives under its right to be indemnified from the Assets.
25.3 Subject to any liability which law might impose on the Trustee which cannot be excluded, and subject to any agreement it may have with a Unitholder, all obligations of the Trustee which might otherwise be implied or imposed by law or equity are expressly excluded to the extent permitted by law.

Indemnity in favour of Trustee

25.4 The Trustee is entitled to be indemnified out of the Assets for any liability incurred by it in properly performing any of its duties and in properly exercising any of its powers in relation to the Trust. This right of indemnity is not lost by reason of a separate incident that was itself a breach of trust.
25.5 To the extent permitted by the Corporations Act, the indemnity under clause 25.4 includes any liability incurred as a result of any act or omission of a delegate or agent appointed by the Trustee.
25.6 The indemnity under clause 25.4:
(a) is in addition to any indemnity allowed by law; and
(b) continues to apply after the Trustee retires or is removed from the office it holds in relation to the Trust.

26. Liability of Unitholders

Recourse of the Trustee

26.1 In the absence of separate agreement with a Unitholder or creditor, the recourse of the Trustee and any creditor of the Trust against a Unitholder in connection with the Trust is limited to the Assets.

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Liability limited

26.2 Subject to clause 26.3, the liability of a Unitholder is limited to the amount, if any, which remains unpaid in relation to the Unitholder's subscription for their Units.

Indemnity for Tax or User Pays Fees

26.3 The Trustee is entitled to be indemnified by a Unitholder or Former Unitholder to the extent that the Trustee incurs any liability for Tax or User Pays Fees as a result of the Unitholder's action or inaction, or as a result of an act or omission requested by the Unitholder or Former Unitholder. The Trustee may redeem some or all of the Units held by a Unitholder to satisfy any amount of money due to it by the Unitholder.

Joint Unitholders

26.4 Joint Unitholders and former joint Unitholders are jointly and severally liable in respect of all payments including payments of Tax and User Pays Fees to which clause 26.3 applies. Amounts so payable are payable on demand.

No indemnity

26.5 A Unitholder need not indemnify the Trustee if there is a deficiency in the Assets or meet the claim of any creditor of the Trustee in respect of the Trust.

Restrictions on Unitholders

26.6 Except as otherwise set out in this Trust Deed, a Unitholder:
(a) must not interfere with any rights or powers of the Trustee under this Trust Deed;
(b) must not exercise a right in respect of an Asset or lodge a caveat or other notice affecting an Asset or otherwise claim any interest in an Asset; and
(c) may not require an Asset to be transferred to the Unitholder.

27. Fees and Expenses

Contribution Fee

27.1 The Trustee is entitled to receive out of any application monies paid by the investor to acquire Units in the Trust, for its own benefit or the benefit of a person it determines, a fee ( Contribution Fee ) being an amount equal to up to 3.0% (excluding GST) of the application monies paid by the investor to acquire Units in the Trust (such Contribution Fee to be subtracted prior to inclusion of such monies as an Asset).

Management Fee

27.2 The Trustee is entitled to receive out of the Assets of the Trust, for its own benefit or the benefit of a person it determines, from the Commencement Date until the Termination Completion Date a monthly fee ( Management Fee ) up to an amount calculated as follows:

𝐴=[𝐵] × 𝐷 𝐶

where:

A is the Management Fee for the month;

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B is 1.0% (excluding GST) expressed as a decimal;

C is 12;

D is the Gross Asset Value as at the last day of the month.

27.3 The monthly Management Fee will be calculated on a pro-rata basis for any month where the Trust is not in existence for the full month.
27.4 The Management Fee is payable to the Trustee (or as directed by the Trustee) within seven days of the end of each month for which it is calculated.
27.5 For the avoidance of doubt, clause 27.2 allows the Trustee to assign the benefit of the whole of (or a large proportion of) the Management Fee to a person it determines at its discretion.

Property Acquisition Fee

27.6 The Trustee is entitled to receive out of the Assets of the Trust, for its own benefit or the benefit of a person it determines, a fee ( Property Acquisition Fee ) being an amount equal to up to 1.5% (excluding GST) of the value of any real Property acquired by the Trustee as an Asset of the Trust (including any Property acquired indirectly including Property acquired by a Sub Trust):
(a) payable on settlement of the contract for purchase of the real Property; and
(b) calculated:
- (i) for a Property acquired as a going concern, on the purchase price of the Property (excluding acquisition costs);
- (ii) for a Property for which there is a building project after acquisition on the oncompletion value of the development as determined by an independent valuer.

Property Disposal Fee

27.7 The Trustee is entitled to receive out of the Assets of the Trust, for its own benefit or the benefit of a person it determines, a fee ( Property Disposal Fee ) being an amount equal to up to 0.5% (excluding GST) of the value of any real Property disposed of by the Trustee (including any Property disposed of indirectly including Property disposed of by a Sub Trust):
(a) payable on a settlement of the contract for sale of the real Property; and
(b) calculated on the sale price of the Property (excluding disposal costs).

Development Fee

27.8 Without limiting clauses 27.24 and 27.25, the Trustee is entitled to receive out of the Assets of the Trust, for its own benefit or the benefit of a person it determines, a fee ( Development Fee ) being an amount equal to up 5% (excluding GST) of the value of any real Property development arrangement entered into by the Trustee with a related party of the Trust or the Trustee.

Finance Facilitation Fee

27.9 The Trustee is entitled to receive out of the Assets of the Trust, for its own benefit or the benefit of a person it determines, a fee ( Finance Facilitation Fee ) being an amount equal to up to 0.25% (excluding GST) of the upper limit that may drawn down by:
(a) the Trustee in respect of any debt facility entered into in respect of the Trust; and

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(b) the trustee of a Sub Trust in respect of any debt facility entered into in respect of a Sub Trust.

Capital Raise Fee

27.10 The Trustee is entitled to receive out of the Assets of the Trust, for its own benefit or the benefit of a person it determines, a fee ( Capital Raise Fee ) being an amount equal to up to 1.00% (excluding GST) of any Application Price paid to the Trust.

Trustee Fee

27.11 The Trustee is entitled to receive out of the Assets of the Trust, for its own benefit or the benefit of a person it determines, from the Commencement Date until the Termination Commencement Date a monthly fee ( Trustee Fee ) up to an amount calculated as follows:

==> picture [53 x 26] intentionally omitted <==

where:

  - **A** is the Trustee Fee for the month;

  - **B** is 0.25% (excluding GST) expressed as a decimal;

  - **C** is 12;

  - **D** is the aggregate Market Value of the Consolidated Gross Assets as at the last day of the month calculated in accordance with clause 27.14.

27.12 The monthly Trustee Fee will be calculated on a pro-rata basis for any month where the Trust is not in existence for the full month.
27.13 The Trustee Fee is payable to the Trustee (or as directed by the Trustee) within seven days of the end of each month for which it is calculated.
27.14 For the purposes of calculating the aggregate Market Value of the Consolidated Gross Assets, the Trustee:
(a) may in valuing an underlying property or asset for the purposes of this clause 27.14, adopt the value of the property or asset in the books of the relevant interposed entity which ultimately holds the underlying property or asset, or any other valuation method determined by the Trustee, so long as that value or other valuation method is in accordance with the Trust's valuation methodologies;
(b) may value an asset based on the financial statements and on the proportion to the Trust's economic interest in the underlying property or asset, disregarding any borrowings, liabilities or provisions of the interposed entity;
(c) may apply the process described in clause 27.14 to an underlying property or asset held through two or more interposed entities; and
(d) must make the necessary adjustment to eliminate any double accounting and reflect the economic interest of any minority interests in the Trust's Assets.
(e) For the avoidance of doubt, clause 27.11 allows the Trustee to assign the benefit of the whole of (or a proportion of) the Trustee Fee to a person it determines at its discretion.

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Administration Fee

27.15 The Trustee is entitled to receive out of each Income Distribution, for its own benefit or the benefit of a person it determines, a fee ( Administration Fee ) up to an amount calculated per Unit as set out below. The Administration Fee is calculated and payable as at each Income Distribution to a holder of Units. The Trustee may determine not to charge an Administration Fee in respect of one or more particular Units.

𝐴= 𝐵× 𝐶 × 𝐷 × 𝐸

where:

A is the Administration Fee per Unit for the Distribution Period;
B is the Net Asset Value of the Trust divided by the number of issued Units as at the end of the Distribution Period;
C is 0.55%;
D is the number of days in the Distribution Period, divided by 365; and
E is the percentage of the Distribution Period during which the Unit was on issue.
27.16 If the amount calculated as the Income Distribution for the Distribution Period (prior to set off against the Administration Fee pursuant to clause 18.6) is less than the Administration Fee for the Distribution Period in respect of a Unit, then the Administration Fee for the Unit for that Distribution Period will be equal to the amount that would be calculated as the Income Distribution for the Unit for that Distribution Period prior to set off against the Administration Fee pursuant to clause 18.6. For the avoidance of doubt, this means that the holder of the Unit will not receive an Income Distribution for that Distribution Period because the Administration Fee will be equal to the Income Distribution and subtracted from such Income Distribution pursuant to clause 18.6.
27.17 If clause 27.16 applies in respect of the Administration Fee for a Distribution Period, then, in any following Distribution Periods, the Trustee must calculate the Administration Fee by adjusting variable C in the formula in clause 27.15 such that any aggregate shortfall in the Administration Fee across any number of previous Distribution Periods must be recouped by the Trustee on a percentage of Net Asset Value basis. For example, if the Trustee received an Administration Fee for a Unit in a Distribution Period such that solving the formula in 27.15 for C returned a result of 0.2%, then, in the following Distribution Period, the Trustee would be entitled to receive an Administration Fee calculated in accordance with 27.15 but as if C was equal to 0.9% (being 0.55% plus the shortfall of 0.35% from the previous Distribution Period). For the avoidance of doubt, this accruing of any shortfall in the Administration Fee may occur across an unlimited number of Distribution Periods until such a time as the aggregate Administration Fees received by the Trustee are equal to the aggregate Administration Fees the Trustee would have received if clause 27.16 had never applied.

Waiver of fees

27.18 The Trustee may waive or postpone the receipt of any fee (or any part of a fee) or charge a lesser fee than it would otherwise have been entitled to receive under this Trust Deed. Where the Trustee postpones any fee or any part of a fee the Trustee can charge interest.

Units as payment for fees or Expenses

27.19 Subject to the Corporations Act, the Trustee in its discretion may elect that payment of fees and Expenses under this Constitution is to be by way of the issue of Units to the recipient of

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the fee or Expense (including the Trustee itself) instead of by way of a cash payment of the fee or Expense.

27.20 The number of Units to be issued to a person under clause 27.19 will be calculated as follows:

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where:

A is the number of Units to be issued under clause 27.19 (rounded down to the nearest whole number);
B is the fee (plus any GST) to be paid or the Expense (plus any GST) to be reimbursed by way of issue of Units;
C is the Application Price on the day on which the fee is to be paid or the day on which the Expenses are reimbursable (as applicable).
27.21 To the extent that there is any surplus fee or reimbursable expense as a result of any rounding of the calculation in clause 27.20, the Trustee may determine, in its absolute discretion, that any such amount remains payable to the relevant person or that such amount becomes an Asset.

Establishment Costs

27.22 The Trustee may, on behalf of the Trust, pay or reimburse any person, including itself, the Establishment Costs out of the Assets.
27.23 The Trustee or the person entitled to payment of the Establishment Costs (as the case may be) may waive recovery of any of the Establishment Costs, or may be reimbursed from the Assets in a year or years later than the year in which any Establishment Cost was incurred or be able to charge interest.

IPO Costs

27.24 Without limiting clause 27.26, the Trustee may, on behalf of the Trust, pay or reimburse any person, including itself, the IPO costs out of the Assets.
27.25 The Trustee or the person entitled to payment of the IPO Costs (as the case may be) may waive recovery of any of the IPO Costs, or may be reimbursed from the Assets in a year or years later than the year in which any IPO Cost was incurred or be able to charge interest.

Expenses

27.26 All Expenses incurred by the Trustee including those in connection with the establishment, promotion and operation of the Trust or in properly performing its duties or exercising its powers are payable or can be reimbursed out of the Assets.
27.27 The following are Expenses covered by clause 27.26, being Expenses which are in any way connected with:
(a) formation and establishment of the Trust : the preparation, approval, execution, interpretation and enforcement of this Trust Deed, the formation and establishment of the Trust and any supplemental deed poll amending this Trust Deed or proposed supplemental deed poll to amend this Trust Deed, including Advisers' fees;
(b) promotion of the Trust :

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(i) the preparation, printing, review, distribution and promotion of any disclosure document or offering memorandum for the offering of Units and any marketing material in connection with such offering;
(ii) investor or potential investor tours, analyst tours, publications and other promotional costs, whether in relation to the establishment of the Trust or any subsequent offering of Units; and
(iii) the issuing of Units by the Trustee or any sales of Units by one or more Unitholders, including underwriting costs, brokerage and commission payable to any person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscription for Units;
(c) dealing with Assets:
(i) the sale or proposed sale, purchase or proposed purchase, holding, valuation, insurance, custody, development, project management, property management, leasing and any other dealing with Assets or property; and
(ii) the investigation, negotiation or acquisition of any possible or proposed investment;
(d) the operations of the Trust : the establishment, administration, management or valuation of the Trust or its Assets and Liabilities, including:
(i) the establishment and maintenance of accounts and Registers;
(ii) the operation and development of information systems and data processing;
(iii) the distribution of cheques, transaction advices, accounts, distribution statements, notices, reports and other documents and information to a Unitholder under this Trust Deed;
(iv) communicating with Unitholders (written or otherwise);
(v) dealing with Unitholder enquiries and complaints;
(vi) the purchase or leasing of premises in or outside of Australia for the Trustee in connection with the Trust;
(vii) any travel or entertainment costs incurred in connection with the Trust;
(viii) any membership fees payable in relation to industry bodies of which the Trust or Trustee is apart or whose membership benefits the Trust;
(ix) admission of the Trust to the ASX or any other securities exchange, its continuing compliance with the rules of any such securities exchange, or in relation to any removal of the Trust from the official list of the ASX or any other securities exchange or the suspension of any Units from trading by the ASX or any other securities exchange;
(x) fees payable to ASIC, the ASX and to any other regulatory body in relation to the Trust, the Trustee or Units;
(xi) any membership fees payable to an EDR scheme in relation to the Trust;
(xii) obtaining and maintaining a credit rating in relation to the Trust;

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(xiii) the convening and holding meetings of Unitholders, or of directors of the Trustee, regardless of where the directors live or where the meetings are held, and the implementation of any Resolutions;
(xiv) Taxes and bank fees;
(xv) the engagement of custodians, Advisers and others;
(xvi) the preparation, lodgement and audit of the taxation returns and accounts, and other reports including compliance reports, of the Trust;
(xvii) the termination of the Trust and the retirement or removal of the Trustee and the appointment of a new Trustee;
(xviii) any court proceedings, arbitration or other dispute concerning the Trust, including proceedings against the Trustee;
(xix) obtaining financial accommodation for the Trust, including fees payable to any underwriter or broker;
(xx) the establishment, promotion and operation of any Controlled Entities and affiliates, whether or not incorporated, including the board of directors and officers (including compliance officer) of Controlled Entities and affiliates (if any), the payment of fees and associated insurance premiums and travel and accommodation costs, regardless of where the directors live or where the meetings are held;
(xxi) the operation of any investment committee, including fees payable to any investment committee member, insurance premiums and travel and accommodation costs;
(xxii) the operation of any investment committee or Compliance Committee, including fees payable to any investment committee or Compliance Committee Member, insurance premiums and travel and accommodation costs;
(xxiii) a bid in which the Trust is the target, a takeover offer made by the Trustee or Controlled Entity in accordance with Chapter 6 of the Corporations Act or any other offer made by the Trustee or a Controlled Entity to acquire financial products of a target entity or a merger or scheme in which the Trust or the Unitholders participate, provided the Expenses are incurred in the interests of the Unitholders;
(e) Controlled Entity : any Controlled entity as if the charges, expenses and outgoing described in clauses 27.27(a) to 27.27(d)(xxiii) applied to a Controlled Entity with any necessary modification (including those charges, expenses and outgoings of any Controlled Entity itself);
(f) Stapling and other matters:
(i) Stapling of Units to Attached Securities; and
(ii) costs and expenses incurred in connection with any Stapling Proposal, Top Hat Proposal, Exchange Proposal, Capital Reallocation Proposal or any other Reorganisation Proposal.

This clause 27.27 is not intended to limit Expenses which may be payable or reimbursed under clause 27.26.

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27.28 If the Trustee incurs Expenses for and on behalf of, or for the benefit of, the Trust and its Controlled Entities as a group, the Trustee may seek payment or reimbursement of some or all of the Expenses out of the assets of a Controlled Entity in its absolute discretion.
27.29 Amounts payable under clause 27.26 are in addition to other fees payable under this clause 27 and rights to indemnification or reimbursement conferred under this Trust Deed or by law.[1]

Waiver of Expenses

27.30 The Trustee may waive or postpone reimbursement of any or all Expenses under clause 27.26.

GST

27.31 The fees payable to the Trustee under this Trust Deed do not include any amount referable to GST.
27.32 If the Trustee is or becomes liable to pay GST in respect of any supply under or in connection with this Trust Deed, then, in addition to any fee or other consideration payable to the Trustee in respect of the supply, the Trustee is entitled to be paid an additional amount on account of GST. The additional amount is to be calculated by multiplying the fee, amount or consideration for the part of the supply which is a taxable supply for GST purposes by the prevailing rate of GST, and the Trustee will be entitled to be reimbursed or indemnified for such amount of GST out of the Assets.

Liability net of GST

27.33 Where a party is entitled to be indemnified or reimbursed for any cost, expense or other liability that it has incurred, the amount of the indemnity or reimbursement shall not include the amount of any Input Tax Credit to which that party is entitled in relation to the relevant cost, expense or other liability. Any reference to a party's liability to pay GST or an entitlement to an Input Tax Credit includes a liability or entitlement of the Representative Member of that party's GST Group.

Differential fee arrangements

27.34 Subject to the Corporations Act and any ASIC Relief, the Trustee may agree with any Unitholder fee arrangements in respect of that Unitholder which are different to those provided for under this Trust Deed.

Availability of fees and indemnity

27.35 The Trustee will only be entitled to the fees set out in this clause 27 or the payment or reimbursement of Expenses incurred under this clause 27 in relation to the performance of its duties under this Trust Deed where it has properly performed those duties.

28. Procedure on termination

Realisation of Assets

28.1 The Trustee must realise the Assets following the Termination Commencement Date.
28.2 The realisation of the Assets must be completed within 180 days of the Termination Commencement Date if practicable, and in any event, as soon as practicable.

1 Section 601GA(2) of the Corporations Act.

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28.3 The Trustee may in its discretion postpone the sale of any Asset if the Trustee considers it would be in the best interests of Unitholders to do so.

Audit of termination of winding-up of the Trust

28.4 The Trustee must arrange for an independent audit of the final accounts of the Trust by a registered company auditor after winding-up.

Distribution following termination

28.5 The net proceeds of realisation, after making allowance for all Liabilities of the Trust (actual and anticipated), Expenses (including anticipated Expenses of the termination) and Accrued Income Entitlements must be distributed, subject to the rights, obligations and restrictions attaching to any particular Units, to Unitholders in accordance with the following formula:
𝐴= [ ~~(~~[𝐵] 𝐶 ~~)~~ × 𝐷] −𝐸

where:

A is the amount to be distributed to the Unitholder (subject to the rights, obligations and restrictions attaching to any particular Units);
B is the aggregate of the number of Units held by the Unitholder as at termination, including both Fully Paid Units and Partly Paid Units;
C is the aggregate of the total number of Units in issue as at termination, including both Fully Paid Units and Partly Paid Units;
D is the amount remaining in the Trust after deduction of the Liabilities, Expenses and Accrued Income Entitlements referred to in this clause 28.5. This amount can not be less than zero;
E is the aggregate of the amounts remaining unpaid on all Partly Paid Units held by the Unitholder (if any) as at termination.
28.6 The Trustee may distribute proceeds of realisation to Unitholders in instalments, with each such instalment to be calculated in accordance with clause 28.5.
28.7 If the calculation of the entitlement to distribution of capital in respect of a particular Unitholder who holds Partly Paid Units in accordance with the formula in clause 28.5 results in a negative dollar amount, then that Unitholder must pay to the Trustee, within 30 days of the date of a written request to do so, that dollar amount, and the amount so required to be paid will become an Asset available for distribution on the termination of the Trust.

Provisions of this Trust Deed continue to apply

28.8 The provisions of this Trust Deed continue to apply from the Termination Commencement Date until the date of final distribution under clauses 28.5 to 28.6, but during that period the Trustee may not accept any applications for Units from a person who is not an existing Unitholder.
28.9 The Trust terminates on the date of final distribution under clauses 28.5 and 28.6.

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29. Amendments to this Trust Deed

Trustee may amend

29.1 While the Trust is not a registered scheme, this Trust Deed may be amended, if the Corporations Act allows by:
(a) Resolution; or
(b) deed executed by the Trustee.
29.2 While the Trust is a registered scheme, the Trust Deed may only be amended by:
(a) Special Resolution by Unitholders entitled to vote on that resolution; or
(b) deed executed by the Trustee provided the Trustee reasonably considers the amendment will not adversely affect Unitholder's rights.
29.3 If the Trust Deed is amended by Resolution or Special Resolution, the Trustee must give effect to the amendments by executing a supplemental deed poll and complying with any requirements of the Corporations Act that apply.
29.4 Without limiting clauses 29.1(b) or 29.2(b), the Trustee may amend this Trust Deed by deed to facilitate the Listing of any Units including to make any provision of this Trust Deed apply subject to, or require compliance with, the listing rules of any exchange while any Units are listed or quoted.
29.5 Without limiting clauses 29.1 to 29.4, the Trustee has power to amend the fees payable under clause 27 or the Stapling Provisions or any other part of this Trust Deed to allow for the Stapling of a new Attached Security to the Stapled Securities already in existence.

Schedule

29.6 The Schedules to this Trust Deed form part of the Trust Deed and may only be amended in accordance with this clause 29.

Operation of the Trust as an AMIT

29.7 Without limiting this clause 29:
(a) the Trustee may amend this Trust Deed as the Trustee considers necessary or desirable to facilitate compliance with and the effective operation of the Trust as an AMIT for the purposes of the AMIT Regime, including in relation to amendments to the AMIT Regime or the interpretation or administration of the AMIT Regime; and
(b) the Trustee is authorised to take any action under clause 29.7 without seeking approval from Unitholders (subject to the Corporations Act as modified by any applicable ASIC Relief).

30. Provisions prevail

30.1 Subject to the Corporations Act, any ASIC Relief and the Operating Rules, the following provisions prevail over other provisions of this Trust Deed in the following order to the extent of any inconsistency:
(a) first, the Stapling Provisions set out in Schedule 1 and the provisions in clause 15 regarding Stapling and the Stapling Provisions;

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(b) then, the provisions in clause 15 relating to the IPO Proposal; and
(c) then, the Reorganisation Proposals set out in clauses 15.5 and 15.6.

31. Compliance Committee

Compliance Committee

31.1 If any Compliance Committee Member incurs a liability in that capacity in good faith, the Compliance Committee Member is entitled to be reimbursed by the Trustee in respect of that liability to the extent permitted by the Corporations Act.

Compliance with regulatory required provisions

31.2 If:
(a) the Corporations Act or ASIC Class Order 13/655 (or any other ASIC Relief on which the Trustee has determined it wishes to rely or which is expressly applicable to the Trust and the Trustee) requires that this Trust Deed contain certain provisions or can only be relied upon if this Trust Deed contains certain provisions ( Regulatory Required Provisions ); or
(b) if any part of this Trust Deed ( Regulatory Required Part ) is included to comply with the requirements of the Corporations Act, ASIC or ASX (if and as applicable) ( Regulatory Requirement ), and the Regulatory Requirement ceases or changes,

then, to the extent the Corporations Act allows, this Trust Deed is taken to be amended so that the Regulatory Required Provisions are included as separate provisions, or the Regulatory Required Part is deleted or amended to reflect the amended Regulatory Requirement. The Regulatory Required Provisions prevail over any other provisions of this Trust Deed to the extent of any inconsistency.

Unitholders' authorisation

31.3 The Unitholders:
(a) authorise the Trustee to make the amendments referred to in clause 31.2 in a deed and, if required, to lodge it with ASIC; and
(b) agree that, subject to the Corporations Act, their rights under this Trust Deed do not include or extend to a right not to have this Trust Deed amended to comply with a Regulatory Requirement or to include Regulatory Required Provisions.

32. Complaints

Complaints procedure for retail clients

32.1 The Trustee must have a dispute resolution system, consisting of:
(a) an internal dispute resolution procedure that:
- (i) complies with standards and requirements, made or approved by ASIC;
- (ii) covers complaints made by retail clients against the Trustee; and
(b) membership with the Australian Financial Complaints Authority.

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Complaints procedure for wholesale clients

32.2 The Trustee will comply with the following procedure when dealing with Complaints by a Unitholder (who is a ‘wholesale client' for the purposes of the Corporations Act) in relation to the Trust:
(a) if the complaint is in writing, acknowledge in writing receipt of the complaint as soon as possible;
(b) ensure that the complaint receives proper consideration resulting in a determination by a person or committee of persons designated by the Trustee as appropriate to handle complaints;
(c) act in good faith to deal with the complaint by endeavouring to correct any error which is capable of being corrected without affecting the rights of third parties;
(d) consider, in its discretion, any appropriate remedies, including:
- (i) information and explanation regarding the circumstances giving rise to the complaint;
- (ii) an apology; or
- (iii) compensation for loss incurred by the Unitholder or former Unitholder as a direct result of the breach (if any);
(e) respond to complaint promptly in accordance with the urgency of the complaint and, in any event, not more than 45 days after receipt by the Trustee of the complaint, provide:
- (i) the determination in relation to the complaint;
- (ii) any remedies available to the Unitholder and
- (iii) information regarding any further avenue for complaint.

Application of complaints provisions

32.3 Clauses 32.1 and 32.2 only apply if the Trust is a registered scheme.

Complaints relating to AMIT Regime

32.4 If a Unitholder submits a Complaint relating to Determined Trust Components or their Member Component and the Trust is an AMIT, the Trustee must take all steps required or reasonably appropriate under the AMIT Regime to comply with its obligations under the Tax Act.

33. Miscellaneous

Severance

33.1 If all or part of any provision contained in this Trust Deed is void or invalid or would otherwise result in all or part of this Trust Deed being void or invalid for any reason, then such part is to be severed from this Trust Deed without affecting the validity or operation of any other provision of this Trust Deed.

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Governing law

33.2 This Trust Deed is governed by the laws of New South Wales. The Trustee and Unitholders submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

Other obligations excluded

33.3 Except as required by the Corporations Act, all obligations of the Trustee which might otherwise be implied or imposed by law or equity are expressly excluded to the extent permitted by law, including any obligation of the Trustee in its capacity as Trustee of the Trust arising under any statute.

Overriding interpretive provisions

33.4 To the extent that any provision in this document is inconsistent with the Corporations Act, that provision will have no effect.
33.5 Nothing in any document derogates from the rights of Unitholders under this Trust Deed in respect of any matter required to be included in this Trust Deed under section 601GA or section 601GB of the Corporations Act

Counterparts

33.6 This Trust Deed may be executed in any number of counterparts. All counterparts taken together will be deemed to constitute one document.

Construction

33.7 In this Trust Deed:
(a) unless the context otherwise requires, a reference to:
- (i) dollars or $ are to Australian dollars, the lawful currency of the Commonwealth of Australia;
- (ii) time is to Sydney time;
- (iii) the singular includes the plural and vice versa;
- (iv) a gender includes all genders;
- (v) a document (including this Trust Deed) is a reference to that document (including any annexures) as amended, consolidated, supplemented, novated or replaced;
- (vi) an agreement includes any undertaking, representation, deed, agreement or legally enforceable arrangement or understanding whether written or not;
- (vii) a person includes:
  - (A) a reference to an individual, company, other body corporate, association, partnership, firm, joint venture, trust or government agency as the case requires; and
  - (B) the person's successors, permitted assigns, executors and administrators;
- (viii) a law:

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  - (A) includes a reference to any constitutional provision, subordinate legislation, treaty, decree, convention, statute, regulation, rule, ordinance, proclamation, by-law, judgment, rule of common law or equity or rule of any applicable stock exchange;

  - (B) is a reference to that law as amended, consolidated, supplemented or replaced; and

  - (C) is a reference to any regulation, rule, ordinance, proclamation, by-law or judgment made under that law;

(ix) proceedings includes litigation, arbitration and investigation; and
(x) the words “including” or “includes” means “including, but not limited to”, or “includes, without limitation” respectively;
(b) unless the context otherwise requires, a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;
(c) headings are for convenience only and do not affect interpretation;
(d) if a payment or other act must (but for this clause) be made or done on a day which is not a Business Day, then it must be made or done on the next Business Day;
(e) a reference to a year (other than a Financial Year) or month means a calendar year or calendar month respectively;
(f) if a period occurs from, after or before a day or the day of an act or event, it excludes that day;
(g) while the Trust is Listed, every provision in this Trust Deed is expressed to apply subject to the Operating Rules; and
(h) while the Trust is a Registered Scheme, every provision in this Trust Deed is expressed to apply subject to the Corporations Act.

Corporations Act

33.8 Despite any other provision of this Trust Deed, a provision of this Trust Deed which is expressed to apply subject to the Corporations Act is only so subject while the Trust is a Registered Scheme.

Schedules

33.9 Schedule 1 to this Trust Deed is an operative part of it.

34. Table of Compliance with Corporations Act

Subject	Sections	Clauses
Meetings	Part 2G.4	23
Assets held on trust	601FC(2)	5
Consideration paid	601GA(1)(a)	11
Complaints	601GA(1)(c), 601JF	32

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Winding up and termination	601GA(1)(d) & 601NA-NF	3.2, 3.3, 3.4, 28
Indemnity	601GA(2), 601FB(2)	25
Fees & Expenses	601GA(2)	27
Powers	601GA(1)(b), 601GA(2), 601GA(3) & 601FB	20
Withdrawal	601GA(4), 601GAC, 601KA(1) & 601KA(2), 601KB to 601KE, 601KH & 601KI	13, 14
Enforceability	601GB	4
Amendments	601GC	29

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Schedule 1

On and from any Stapling Commencement Time determined by the Issuer, these Stapling Provisions:

(a) apply to each issuer in respect of its respective Stapled Entity and its Attached Securities;
(b) apply to each Constitutional Document and prevail over all other provisions of the Constitutional Document, except to the extent provided in the Constitutional Document or where this would result in a breach of the Corporations Act, the Operating Rules or other law; and
(c) apply until they cease to apply in accordance with the Constitutional Documents.

Unless the contrary intention appears, a reference to a "paragraph" in this schedule is a reference to a numbered provision of this schedule.

1. Definitions and Interpretation

Definitions

1.1 Unless the contrary intention appears, capitalised terms in this Schedule 1 that are not defined have the same meaning as in the Trust Deed, and:

Accession Deed means the deed of that name between each Issuer and any new Trustee by which that person accedes to the Stapling Deed.

Application Price means:

(a) in respect of a Unit, the application price for the Unit calculated in accordance with clause 11 of the Trust Deed or paragraph 4 of this schedule;
(b) in respect of any Other Attached Security, the application price for the Other Attached Security; and
(c) in respect of a Stapled Security, the application price for a Stapled Security calculated in accordance with this schedule.

ASIC Relief means an exemption or declaration granted by ASIC which gives relief from certain requirements of the Corporations Act.

Attached Security in the context of:

(a) the Trust Deed, means a Unit;
(b) the Constitutional Document for any Other Attached Security, means those Attached Securities.

Attached Securities means any Securities an identical number of which are from time to time Stapled together to form a Stapled Security.

Constitutional Documents means the constituent documents of a Stapled Entity and includes the Trust Deed.

Corporate Action means any issues, bonus and rights issues, placements and redemptions and buy-backs of a Stapled Security.

Defaulted Attached Security means a partly paid Attached Security on which an instalment is due and payable but unpaid or in respect of which, a valid call has been made but has not paid in the time specified in the call.

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Defaulted Stapled Security means a Stapled Security where one or more Attached Securities is a Defaulted Attached Security.

First Offer Document for Stapled Securities means the first product disclosure statement or prospectus or any combination of them in which Stapled Securities are first offered (as may be amended by any supplementary product disclosure statement or prospectus or any combination of them).

Group means the Stapled Entities and any Subsidiary of a Stapled Entity.

Intra-Group Loan means a loan or financial assistance provided by a Stapled Entity to any entity in the Group including but not limited to guaranteeing or indemnifying or granting security in favour of that entity.

Investor means a person entered in the Register as a holder of a Stapled Security.

Issuer :

(a) in the context of the Trust Deed, means the Trustee; and
(b) in the context of the Constitutional Document of any Other Attached Security, means the issuer of the Other Attached Security.

Listed means being admitted to the official list of ASX as defined in the Listing Rules and Listing has a corresponding meaning.

Market Price of a Stapled Security on a particular day is, subject to the Corporations Act:

(a) the weighted average of the VWAP for the Stapled Security for each of the 10 Trading Days immediately before the relevant day (whether or not a sale was recorded on any particular day);
(b) the price obtained pursuant to a bookbuild arranged by a reputable investment bank with experience in arranging bookbuilds in the Australian equity market, provided that such investment bank has provided written certification that the bookbuild was conducted in accordance with normal market standards; or
(c) if:
(i) in the case of paragraph (a) of this definition, Stapled Securities have not been Officially Quoted for a least 10 consecutive Trading Days before the relevant day; or
(ii) in the case of paragraph (a) or (b) of this definition, in the Trustee's opinion, a determination under paragraph (a) or (b) of this definition (as relevant) would not provide a fair reflection of the market value of the Stapled Security having regard to the nature of the proposed offer of Stapled Securities and the circumstances in which the proposed offer is made,

the price per Stapled Security determined by an Adviser who:

(iii) is independent of the Trustee; and
(iv) has relevant market experience in determining the issue price of securities in circumstances similar to those in which the determination of the Market Price of a Stapled Security is being made,

to be the fair market price of the Stapled Security, having regard to:

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(v) the nature of the proposed offer of Stapled Securities for which purpose the Market Price of a Stapled Security is being calculated;
(vi) the circumstances in which the proposed offer of Stapled Securities will be made; and the interests of investors generally, including balancing the dilutionary effect of any such issue against the desirability of a successful capital raising

New Attached Security has the meaning given in paragraph 7.1.

Option means an option granted by the Trustee and any Other Issuer in respect of an unissued Stapled Security.

Other Attached Security means:

(a) in respect of a Unit, an identical number of each Attached Security other than a Unit; and
(b) in respect of any Attached Security other than a Unit, an identical number of each Attached Security other than that Attached Security.

Other Issuer means:

(a) in respect of the Trustee, each Issuer other than the Trustee;
(b) in respect of the Issuer of any Other Attached Security, each Issuer other than the Issuer of the Other Attached Security.

Record Date means in relation to a Distribution Period:

(a) if the Distribution Period ends on the last day of a Financial Year, the last day of the Financial Year; and
(b) in all other circumstances, the date determined by the Trustee as the record date for that Distribution Period.

Register means the register of Investors kept by the Stapled Entities under paragraph 6 and the Corporations Act.

Registered means recorded in the Register.

Registered Scheme means a trust that is registered with ASIC as a managed investment scheme under Chapter 5C of the Corporations Act.

Registrar means the person appointed to maintain the Register.

Reorganisation Proposal means:

(a) any Realisation Transaction;
(b) a Consolidation or Division Proposal;
(c) a Stapling Proposal;
(d) a Top Hat Proposal;

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(e) an Exchange Proposal;
(f) a Capital Reallocation Proposal; or
(g) any other proposal to reorganise or restructure any Stapled Entity subject to an Ordinary Resolution,

but excludes the IPO Proposal.

Restapling has the meaning given in paragraph 8.5.

Restricted Securities has the meaning given in the Listing Rules.

Same Person means:

(a) while the Trust is not Listed, either a single person or two (but not more than two) bodies, at least one of which is a trustee of a unit trust, and securities issued by those two bodies are linked or stapled; or
(b) while the Trust is Listed, a single person.

Security means any right or interest in a managed investment scheme, unit, trust, share, note, debenture or any right or interest or option to acquire a share, note or debenture.

Small Holding means a holding of securities which comprises less than a marketable parcel as provided in the Listing Rules.

Stapled Entity means an Australian or overseas company, trust, corporation or managed investment scheme whose Securities are Attached Securities and who has executed the Accession Deed.

Stapled Security means the stapled security created by the Stapling together of the Attached Securities.

Stapling means the linking together of Securities so that one Attached Security may not be transferred or otherwise dealt with without the Other Attached Securities and so that the Attached Securities are quoted on ASX jointly as a Stapled Security or such other term as ASX permits. Stapled has a corresponding meaning.

Stapling Commencement Time means the time and date when the trust is a Registered Scheme and the Units are Stapled to an Attached Security or otherwise the most recent time and date on which the Issuer determines that the Stapling of Attached Securities commences.

Stapling Deed means a deed entered into between the Issuer and Other Issuers setting out how they will co-operate in the conduct of the Stapled Entities as it they were one economic entity and the Stapled Securities were one security.

Stapling Matter means a matter specified in paragraph 2.4.

Trading Day has the same meaning as in the Listing Rules.

Transaction Documents means all regulatory, structuring, operational, finance and ancillary documents required to effect and maintain the Listing of the Stapled Entities and the Official Quotation of the Stapled Securities and to achieve the investment objectives of the Group, and any amending, supplemental and other document that the Issuer and the Other Issuers consider necessary or desirable in connection with those objectives.

Transfer has the meaning given in clause 7.3 of the Trust Deed.

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Transferee has the meaning given in paragraph 5.13.

Trust means the trust the subject of the Trust Deed.

Trust Deed means the deed of the Trust of which this schedule forms an operative part.

Trustee :

(a) while the Trust is not a Registered Scheme, the trustee of the Trust, with the first Trustee being the trustee named in the Details of the Trust Deed; and
(b) while the Trust is a Registered Scheme, the company which is registered with the ASIC as the responsible entity for the Trust under the Corporations Act.

Unit means a unit in the Trust.

Unstapling means the process that results in the Attached Securities no longer being Stapled to each other. Unstapled has a corresponding meaning.

Unstapling Event means one or more of the following events:

(a) a special resolution of the members of each Stapled Entity is passed to Unstapled the Stapled Securities;
(b) Stapling becomes unlawful or prohibited under the Listing Rules; or
(c) a winding-up is commenced in respect of a Stapled Entity.

VWAP in respect of a Stapled Security for a Trading Day, means the volume weighted average of the Stapled Security prices for all sales of Stapled Securities recorded on ASX for that Trading Day. The Trustee may include, or may substitute, in VWAP calculations trading on another financial market on which trading in Stapled Securities is permitted. The Trustee may exclude sales that occur otherwise than in the ordinary course of trading on ASX or another financial market (such as special crossings, crossings prior to the commencement of normal trading, crossings during the closing phase and the after-hours adjust phase, overseas sales, sales pursuant to the exercise of options over Stapled Securities, and overnight crossings) and any other sales which the Issuers reasonably consider may not be fairly reflective of natural supply and demand.

Interpretation

1.2 Unless the contrary intention appears, the interpretation provisions in clauses 1.2 and 29 of the Trust Deed apply to this schedule.

2. Stapling - general intention

Stapled Securities - general intention

2.1 The Attached Securities are intended to be Stapled to form a Stapled Security from the Stapling Commencement Time. Subject to paragraph 7 it is intended that, while Stapling applies:
(a) the holders of one Attached Security will be identical to the holders of each Other Attached Security;
(b) as far as the law permits, the Stapled Securities will be treated as one security;
(c) the number of each Attached Security on issue at any time must equal the number of each Other Attached Security on issue;

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(d) no transfer of an Attached Security is to occur without each Other Attached Security being transferred at the same time from the same transferor to the same transferee; and
(e) no Attached Security is to be issued unless each Other Attached Security is issued at the same time to the Same Person.

Transaction Documents

2.2 Without limiting the Constitutional Documents, the Issuer is authorised to enter into the Transaction Documents and to perform its obligations under the Transaction Documents.

Stapling Matters

2.3 The rights and obligations attaching to each Attached Security are set out in the relevant Constitutional Document.
2.4 Without limiting the Constitutional Documents or the Corporations Act, each Investor, by acquiring a Stapled Security will be taken to have consented to each provision in the Constitutional Documents, including the following Stapling Matters:
(a) the Stapling of the Attached Securities;
(b) any Reorganisation Proposal regarding the Attached Securities (subject to an ordinary resolution if required by the Constitutional Document);
(c) the disposal of any Defaulted Stapled Securities;
(d) the disposal of any Small Holding of Stapled Securities;
(e) the restrictions on Stapled Securities that are Restricted Securities;
(f) the Stapling of New Attached Securities to the Stapled Securities;
(g) the Investor becoming a member of any new Stapled Entity and being bound by the Constitutional Documents for any New Attached Security;
(h) the Unstapling of one or more Attached Securities;
(i) the Restapling of a Security;
(j) the Unstapling of the Stapled Securities; and
(k) the reallocation of capital between the Trust and any Stapled Entity.
2.5 To effect a Stapling Matter, each Investor irrevocably appoints the Issuer as the Investor's:
(a) agent and attorney in the Investor's name and on the Investor's behalf to do all acts and things and execute all documents which the Issuer, in consultation with each Other Issuer, considers necessary, desirable or reasonably incidental to effect any Stapling Matter; and
(b) proxy to vote at any meeting in favour of any resolution to effect a Stapling Matter.
2.6 Without limiting paragraph 2.5 or any provision of a relevant Constitutional Document, to effect the Stapling of a New Attached Security to the Stapled Securities under paragraph 7, each Investor irrevocably appoints the Issuer as the Investor's agent and attorney in the Investor's name and on the Investor's behalf to:
(a) agree to obtain any New Attached Security;

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(b) apply any distributions, redemption proceeds or other payments to obtain a New Attached Security;
(c) where a New Attached Security comprises shares or an interest in shares or interests in a company or managed investment scheme, to agree to become a member of that company or managed investment scheme; and
(d) to do all acts and things and execute all applications, transfers, withdrawals and any other documents which the Issuer, in consultation with each Other Issuer, considers necessary, desirable or reasonably incidental to effect the Transfer of the New Attached Security to the investor under paragraph 7.
2.7 The Issuer may:
(a) appoint (and revoke the appointment of) substitute attorneys to exercise the powers given to the Issuer in relation to any Stapling Matter; and
(b) do all acts and things and execute all documents under paragraphs 2.3 to 2.8 without needing further authority or approval from an Investor and may do so even if it has an interest in the outcome.
2.8 To the maximum extent permitted by law, the Issuer has no liability to any Investor or any Stapled Entity, and a Stapled Entity has no liability to any Investor, for any loss or disadvantage incurred by an Investor as a result, whether directly or indirectly, of the Issuer exercising its powers in relation to any Stapling Matter.

3. Dealing in Stapled Securities

Stapling

3.1 Subject to paragraph 8, on and from the Stapling Commencement Time, each Attached Security must be Stapled to each Other Attached Security to form a Stapled Security and the Issuer must not:
(a) offer an Attached Security for subscription or sale unless an offer is made at the same time and to the Same Person for each Other Attached Security for issue or sale;
(b) offer an Attached Security for subscription or sale unless the terms of that offer require each offeree to subscribe for or buy each Other Attached Security;
(c) accept an application for an Attached Security if the applicant does not at the same time apply for the Other Attached Securities or if the Other Attached Securities will not be issued to the applicant at the same time as the issue of the Attached Securities to the applicant;
(d) issue or sell an Attached Security to any person unless each Other Attached Security is also issued or sold to the Same Person at the same time;
(e) issue any rights or options to acquire an Attached Security unless corresponding rights or options to acquire each Other Attached Security are issued at the same time and to the Same Person;
(f) without the prior written consent of each Other Issuer, issue any Security or class of Security other than an Attached Security or any right or option to acquire any such Attached Security; and
(g) permit a reinvestment by investors in an Attached Security unless at the same time the Investor acquires each Other Attached Security which when issued or acquired are

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Stapled to the Attached Security. The Issuer may make provisions governing the amount of the reinvested dividends/distributions to be used to subscribe for or acquire the Attached Security and the amount to be used to subscribe for or acquire the Other Attached Securities having regard to the application price of the Attached Securities.

Each Security issued by a Stapled Entity after the Stapling Commencement Time must be Stapled to each Other Attached Security immediately on the date of issue of the new Security.

Dealing in Attached Securities

3.2 ( No Unstapling ) Subject to paragraph 8, on and from the Stapling Commencement Time, the Issuer must not:
(a) do any act, matter or thing (including registering any transfer of any Attached Security); or
(b) refrain from doing any act, matter or thing,

if to do so or refrain from doing so (as the case may be) would result directly or indirectly in any Attached Security no longer being Stapled to form a Stapled Security.

3.3 ( Attached Securities ) Subject to paragraph 7, on and from the Stapling Commencement Time, the Issuer must not:
(a) cancel, buy-back or redeem an Attached Security unless at the same time there is a corresponding cancellation, buy-back or redemption of each Other Attached Security;
(b) implement a Reorganisation Proposal involving an Attached Security unless at the same time there is a corresponding implementation of a Reorganisation Proposal involving each Other Attached Security;
(c) register any transfer of an Attached Security to any person unless each Other Attached Security is also transferred to the Same Person at the same time in a single instrument of transfer of Stapled Securities.
3.4 ( Exercise options ) The Issuer must not permit an Investor to exercise any rights or options to acquire an Attached Security unless the Investor exercises the corresponding rights or options to acquire each Other Attached Security at the same time.
3.5 ( Disposal ) The Issuer must not dispose of a Defaulted Attached Security unless at the same time each Other Attached Security is also disposed of in the same manner and to the Same Person.
3.6 ( Small Holdings ) The Issuer must not dispose of a Small Holding of an Attached Security unless at the same time the Small Holding of each Other Attached Security is also disposed of in the same manner and to the Same Person. A Small Holding must be disposed of in accordance with the Listing Rules and the Constitutional Documents.
3.7 ( Compliance with law ) The Issuer is not obliged to effect a buy-back, cancellation, redemption, transfer, issue or other Corporate Action in a manner inconsistent with any constitutional, contractual or fiduciary obligation or law by which it is bound, or if it does not have any necessary consent or approval (including the prior consent of each Other Issuer).

Consistency with the Constitutional Documents

3.8 The Issuer must use every reasonable endeavour to procure that each Attached Security is dealt with under the Constitutional Document of their respective Stapled Entity in a manner

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consistent with the provisions relating to Stapled Securities in the Constitutional Documents of each other Stapled Entity.

Joint quotation as Stapled Securities

3.9 Until all Attached Securities are Unstapled in accordance with provisions of this schedule, the Issuer must use reasonable endeavours to ensure that each Stapled Security which is Officially Quoted continues to be jointly Officially Quoted as a Stapled Security.

Joint certificates or joint holding statements

3.10 Subject to the Corporations Act, the Issuer must procure that joint certificates or joint holding statements are issued to evidence the holding of Stapled Securities comprising Attached Securities and Other Attached Securities.

Stapling and separate entities

3.11 Despite any other provision of this schedule, each Stapled Entity remains a separate legal entity, separately admitted to the Official List (if applicable), notwithstanding that the Attached Securities may be jointly Officially Quoted as Stapled Securities.

No joint venture or partnership

3.12 Nothing contained or implied in this schedule is to be construed as creating an association, joint venture or partnership among the Stapled Entities.

4. Allocation of Application Price

4.1
Application Price
(a) Stapled Securities issued pursuant to the First Offer Document for Stapled Securities or on or about the time as such Stapled Securities are to be issued, will be issued at an application price specified in the First Offer Document.
(b) Subject to paragraph 4.1(d), while Units are Officially Quoted as part of a Stapled Security, the application price payable for any Unit is such part of the Market Price of a Stapled Security on the date on which or as at which the application price is to be calculated, as is calculated in accordance with paragraph 4.2.
(c) Subject to paragraph 4.1(d), while the Units are not Officially Quoted but are Stapled, the application price payable for a Unit is the price calculated under clause 11.4 of the Trust Deed, and the application price of Stapled Securities is the sum of that amount and the Application Price of the Other Attached Securities.
(d) While the Units are Officially Quoted and are part of a Stapled Security, the Trustee may determine a different application price for any Units (subject to the Corporations Act as modified by any applicable ASIC Relief and the Operating Rules) in the case of:
(i) pro rata offers in relation to Stapled Security (including a rights issue) : offers made at substantially the same time to persons who were Investors on a date determined by the Trustee:
- (A) provided that all Investors are offered Stapled Securities in proportion to the value of the Investor's Stapled Securities (or, where the offer is made only to Investors who hold Stapled Securities in a class, to the value of the Investor's Stapled Securities in that class) at the relevant

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date on a pro rata basis, whether or not the right to acquire those Stapled Securities is renounceable; but

(B) an Investor may be excluded from the pro rata offer if to do so would not cause the Trustee of the Trust to be in contravention of paragraph 601FC(1)(d) of the Corporations Act, as modified by ASIC Relief,

whether or not the right of entitle is renounceable.

If the Trust is a Registered Scheme and the Trustee is making an offer of Stapled Securities to Investors which otherwise complies with this paragraph 4.1(d)(i), the Trustee is not required to offer Stapled Securities to persons in the circumstances permitted under the applicable ASIC Relief and the Operating Rules.

Any offer made under this paragraph 4.1(d) must specify the period during which it may be accepted. The Trustee may adjust any entitlement to accord with the Operating Rules and, in the case of fractions, the Trustee must offer the next higher whole number of Units and Stapled Securities. Any Investor may renounce their entitlement in favour of some other person, unless the issue is expressed to be non-renounceable.

Any Stapled Securities offered for subscription under this paragraph 4.1(d) which are not subscribed for within the period for acceptance set by the Trustee may be offered for subscription by the Trustee to any person. The application price payable in relation to such further offer must not be less than that at which the Units and Stapled Securities were originally offered to Investors.

If an underwriter has underwritten any offer for subscription of Stapled Securities under this paragraph 4.1(d), the underwriter may take up any Stapled Securities not subscribed for by Investors;

(ii) distribution reinvestment plan: a distribution reinvestment, where the application price is determined in accordance with paragraph 4.3;
(iii) rights issue in relation to Option: offers of Options made at substantially the same time to persons who were Investors on the relevant date, where the application price is determined in accordance with clause 11 of the Trust Deed in the case of a proportionate offer (including a rights issue) complying with the Operating Rules and any applicable ASIC Relief and otherwise in accordance with the remainder of this paragraph 4;
(iv) placement: a non-proportionate issue of Stapled Securities that complies with the Operating Rules and any applicable ASIC Relief, where the application price for the non-proportionate issue of the Stapled Security is determined in accordance with clause 11 of the Trust Deed as modified by this schedule, and the application price for the Unit is determined accordance with paragraph 4.2;
(v) security purchase plan: a security purchase plan that complies with the Operating Rules and any applicable ASIC Relief, where the application price for a Stapled Security is determined in accordance with clause 11 of the Trust Deed as modified by this schedule, and the application price for the Unit is determined accordance with paragraph 4.2;

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(vi) exercise of Option: Stapled Securities to be issued on exercise of an Option, where the application price for a Stapled Security is determined in accordance with clause 11 of the Trust Deed as modified by this schedule, and the application price for the Unit is determined accordance with paragraph 4.2; and
(vii) other: any of the other circumstances permitted by the Corporations Act (as modified by any applicable ASIC Relief) and the Operating Rules, and the application price for the Unit is determined accordance with paragraph 4.2. Without limiting this paragraph 4.1(d)(vii), the Trustee may issue Units as part of a Stapled Security in payment of amounts payable to the Investment Manager or Property Manager at an Application Price for the Stapled Securities based on the reasonably current market price of the Stapled Securities.
(e) In addition to any other power the Trustee has to issue Units as part of a Stapled Security under this Trust Deed, the Trustee may issue Units as part of a Stapled Security or Options at a price determined by the Trustee to the extent permitted by, and in accordance with, the Operating Rules and the Corporations Act (as modified by any applicable ASIC Relief), and the application price for the Unit is to be determined accordance with paragraph 4.2.

4.2 Apportionment of Application Price

(a) If a Unit is to be issued as part of a Stapled Security and the Trust Deed contains a provision for the calculation or determination of the Application Price for a Stapled Security but not for the Unit, the Trustee must determine what part of the Application Price of a Stapled Security is to represent the Application Price of a Unit for the purposes of the Trust Deed.
(b) Unless otherwise agreed between the Trustee and the Other Issuers, the Application Price for a Stapled Security will be allocated between the Application Price of the Other Attached Securities as follows:
(i) first, to the Application Price of any Unit (or any other Attached Security which is an interest in a trust), being an amount reflecting the net assets (adjusted for the net market value of its investments) of the Trust (or any other Stapled Entity which is a trust) immediately before the issue of the Stapled Security. If there is more than one Stapled Entity which is a trust, the amounts to be allocated between those trusts is in the ratio that the net assets of each relevant trust (adjusted for the net market value of its investments) immediately before the issue or acquisition of the Stapled Security, bears to the amount of the aggregate net assets (adjusted for the net market value of their investments) of those trusts at the end of the relevant period immediately before the issue of the Stapled Security; and
(ii) second, to the Application Price of any Other Attached Security, being the lesser of:
- (A) any balance remaining after the allocation in paragraph (i) of this paragraph 4.2(a); or
- (B) an amount which reflects the net assets (adjusted for the net market value of their investments) of the relevant Stapled Entities immediately before the issue of the Stapled Security.

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(C) The amounts to be allocated between the relevant Stapled Entities is in the ratio that the net assets of each relevant Stapled Entity (adjusted for the net market value of its investments) at the end of the relevant period immediately before the issue of the Stapled Security, bears to the amount of the aggregate net assets of those Stapled Entities (adjusted for the net market value of their investments) at the end of the relevant period immediately before the issue of the Stapled Security.
(iii) Where an Option to acquire a Stapled Security is issued after the Stapling Commencement Time, the allocation of the issue price of the Option must be determined in the same manner as under paragraph 4.2(a).
(iv) The allocation of the Application Price for a Stapled Security under this paragraph 4.2 must be consistent for each Stapled Security issued or transferred to each investor at the same time.

4.3 Application Price if reinvestment applies

(a) If a reinvestment of capital or income payable to an Investor under clauses 18.17 to 18.24 applies while Units are Officially Quoted and Stapled, subject to the Operating Rules the aggregate of the application price for each additional Unit issued and the Application Price for the Other Attached Securities upon reinvestment is the price determined by the Trustee. If the Trustee has not determined the application price by the date at which Units and Other Attached Securities are to be issued upon reinvestment, the price will be the average of the VWAP for Stapled Securities for each of the first ten Trading Days from and including the third Trading Day after the Record Date for the Distribution Period.
(b) While Units are not Officially Quoted but are Stapled, the application price payable for each additional Unit on a reinvestment of capital or income payable to an Investor under clauses 18.17 to 18.24 of the Trust Deed is the price determined by the Trustee. If the Trustee has not determined the application price by the date at which Units are to be issued upon reinvestment, the price for a Unit will be the Application Price calculated under clause 11.4 of the Trust Deed on the first Business Day (as defined in the Trust Deed) after the end of the Distribution Period to which the distribution relates.
(c) If the amount to be reinvested in additional Stapled Securities results in a fraction of a Stapled Security, the money representing the fraction will be held for future reinvestment in the Stapled Entities at the next time that reinvestment is to occur, in such proportions as the Trustee and the Other Issuers determine on behalf of the relevant investor.
(d) Any money held on behalf of an Investor for future reinvestment, may be aggregated and when the aggregated amount reaches the Application Price of a Stapled Security, be applied in the subscription or a transfer of a Stapled Security for the Investor.

5. Partly Paid Stapled Securities

Payment of application price by instalments

5.1 The Application Price of Stapled Securities may be paid in instalments.

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Determination of amount and timing of instalments

5.2 In consultation with each Other Issuer, the Issuer may determine that Stapled Securities are to be offered for sale or subscription on terms that the application price is payable by instalments of such amounts and at such times as they determine (including by a single instalment).

Variation or waiver of terms

5.3 Subject to any applicable statutory duty requiring an Issuer to treat Investors of the same class equally, and those of different classes fairly, where Stapled Securities are offered for sale or subscription on terms determined and set out in accordance with paragraph 5.2, those terms may be varied, or compliance with them waived, only with the consent of the Issuer. The variation or waiver must not take effect during the currency of the offer document pursuant to which the Units were offered for sale or subscription.

Notice of instalments

5.4 Subject to the Operating Rules and other than in relation to an initial instalment payable on subscription for a Stapled Security, the Trustee must give each holder of a partly paid Attached Security a notice, specifying the amount per Attached Security of the instalment payable and the due date, no later than 14 days before the payment of an instalment is due unless the terms of the offer for the partly paid Attached Security provide otherwise. Failing to give a notice or the non-receipt of notice by the holder does not affect the obligation of the holder to pay the instalment.

Payment of instalments

5.5 Subject to the Operating Rules:
(a) the payment of an instalment in respect of an Attached Security may be revoked or postponed by the Issuer;
(b) an instalment is taken to be due on the date determined by the Issuer;
(c) the non-receipt of a notice that an instalment is due by, or the accidental omission to give a notice that an instalment is due to an Investor, does not invalidate the instalment being due;
(d) and subject to the Corporations Act and paragraph 5.3, any liability of an Investor in respect of money unpaid on an Investors' partly paid Attached Securities may be extinguished in full or in part by the Issuer; and
(e) any instalment which, by the terms of issue of the Attached Security, becomes payable on issue of the partly paid Attached Security or at any date fixed by or in accordance with the terms of issue, is taken to be an instalment of which the Investors have received notice in accordance with paragraph 5.4. In the case of non-payment, all the provisions of this schedule as to payment of interest, disposal or otherwise apply as if the notice had been given.

Failure to pay instalments

5.6 If a holder of partly paid Attached Security fails to pay in full any instalment due on a partly paid Attached Security on or by the day specified for payment, the Trustee may serve a notice on that Investor requiring payment of the unpaid instalment and any interest calculated from the due date until payment at a fair market rate as determined by the Trustee. The notice must specify a time and day (not earlier than 7 days from the date of service of the notice) on or by which the payment is to be made. The notice must also state that in the event of non-payment

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by that specified time and day, the partly paid Attached Securities in respect of which all or part of the instalment remains unpaid, may be forfeited.

If requirements of any notice not complied with

5.7 If the requirements of any notice issued under paragraph 5.6 are not complied with:
(a) any partly paid Attached Security in respect of which the notice has been given (together with the Other Attached Securities) may at any time alter the date specified in the notice for payment (and before payment of the instalment and any interest and expenses owing), be disposed of by the Issuer; and
(b) subject to the Operating Rules, the Corporations Act and this schedule, all voting rights, entitlements to the distribution of Distributable Income and other rights in connection with the partly paid Attached Security and the Other Attached Securities in respect of which the notice has been given are suspended until reinstated by the Issuer.

Disposal of Defaulted Attached Securities

5.8 If any Defaulted Attached Security is offered for sale under paragraphs 5.8 to 5.16, the Issuer must procure that each Other Attached Security is also offered for sale so that the whole Stapled Security is offered for sale.
5.9 Attached Securities may be sold under this paragraph 5 even if they are fully paid if there is default in payment of a call on a Defaulted Attached Security.
5.10 If a Defaulted Attached Security includes a Unit, then the price for the Defaulted Attached Security must be determined in accordance with clause 9 of the Trust Deed. Otherwise, a Defaulted Attached Security (together with the Other Attached Securities) may be disposed of by the Issuer or their agent, at a price determined by the Issuer in accordance with any applicable ASIC Relief.
5.11 Any offer of Defaulted Attached Securities which are to be sold under paragraph 5.10 must be accompanied by a corresponding offer of the Other Attached Securities. The offer is capable of acceptance only if the recipient acquires an identical number of Defaulted Attached Securities and the Other Attached Securities.
5.12 Subject to the Operating Rules and the conditions of any applicable ASIC Relief, the Issuer or their agent may sell or otherwise dispose of Defaulted Stapled Securities:
(a) in the ordinary course of trading on ASX or other relevant market on which trading of the Stapled Securities is permitted; or
(b) by private treaty or public auction.
5.13 The sale of Defaulted Stapled Securities may be on the basis that the person to whom the Defaulted Stapled Securities are sold ( Transferee ) is not liable to pay the outstanding call or any future calls.
5.14 At any time before a sale or disposition of Defaulted Stapled Securities, the Issuer may cancel the sale or disposition upon such terms as the Issuer thinks fit.
5.15 Without limiting paragraph 5.10 the Issuer may set a reserve price for a Defaulted Stapled Security at any auction in accordance with any applicable ASIC Relief ( Reserve Price ).
5.16 If the Issuer or their agent is unable to sell the Defaulted Stapled Securities for a price not less than the Reserve Price then the Issuer may sell or otherwise dispose of the Defaulted Stapled

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Securities at any price it can obtain. The Issuer is not obliged to offer these Defaulted Stapled Securities to Investors before disposing of them.

Evidence of Enforcement

5.17 A statement signed by an authorised officer of the Issuer that a Defaulted Stapled Security has been disposed of on a specified date is conclusive evidence of those facts as against all persons claiming to be entitled to the Defaulted Stapled Security.

Consideration for sold Defaulted Stapled Securities

5.18 Where a Defaulted Stapled Security is sold, an Issuer nominated by each Other Issuer by agreement may:
(a) receive the consideration given for a Defaulted Stapled Security; and
(b) execute a transfer of the Defaulted Stapled Security in favour of the Transferee.
5.19 Unless otherwise agreed between the Trustee and the Other Issuers, the amount received for a Unit on the sale of a Defaulted Stapled Security is the amount received less the fair value for the Other Attached Securities, as determined by the Trustee.
5.20 Where a Defaulted Stapled Security is offered for sale under this paragraph 4.1, the obligations of the Issuer are subject to the requirements of any applicable law, the Operating Rules, any consent or other approval from any necessary authority and any other terms of the relevant Constitutional Document.
5.21 The Issuer must then Register the Transferee as holder of that Stapled Security. On registration, the Transferee is not obliged to ensure that any part of the money which the person has paid for the Stapled Security is paid to the former holder of the Stapled Security nor is the Transferee's title to that Stapled Security affected by any irregularity or invalidity in the proceedings in relation to the forfeiture or sale of that Stapled Security.

Deductions from consideration for Defaulted Attached Securities

5.22 The proceeds of the sale of a Defaulted Stapled Security must be applied to pay:
(a) first, the expenses incurred by the relevant Issuer, its agents and assignees in respect of the sale;
(b) then, any expenses necessarily incurred in respect of the enforcement of the Issuer's rights;
(c) then, the calls on the Attached Securities that are due and unpaid; and
(d) then, any unpaid interest on the call and any other amounts payable.
5.23 The Issuer may retain the amounts deducted, but any balance remaining must be paid to the Investor whose Stapled Securities were sold. If there is a certificate that relates to the Attached Security or the Other Attached Security, the balance does not have to be paid until the Investor delivers the certificate to the relevant Stapled Entity.

Holder of Defaulted Stapled Securities

5.24 The holder of a Defaulted Stapled Security which has been sold under this paragraph 5 ceases to be an Investor, ceases to hold a right or interest in the Stapled Entities and ceases to be a member of each Stapled Entity.

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5.25 The former Investor has no claims or demands against the Issuer in respect of a Defaulted Stapled Security that has been sold but remains liable to pay to the Issuer or any assignee of the Issuer all money which at the date of sale was payable by the former Investor to the Issuer in respect of the sold Defaulted Stapled Security (including interest owing under paragraph 5.6 and expenses).
5.26 The former Investor's liability ceases if the Issuer, or any assignee, receives payment in full and, if applicable, interest in respect of the sold Defaulted Stapled Security.

Liability of holder of Defaulted Stapled Securities to underwriter

5.27 Where:
(a) the Issuer has appointed an underwriter to underwrite the payment of a call in respect of any Stapled Securities; and
(b) in discharging its obligations, the underwriter has purchased Stapled Securities at a public auction or otherwise as contemplated by the relevant underwriting agreement at a price which is more than the Market Price of a Stapled Security (in respect of which the relevant call has been paid); and
(c) the Issuer is required to pay the underwriter in respect of each Stapled Security purchased in accordance with paragraph 5.27(b), an amount equal to the difference between the Market Price of a Stapled Security (in respect of which the relevant call has been paid) and the price paid by the underwriter for the Stapled Security,

then the former holder of those Stapled Securities is liable to the Issuer in respect of the relevant Defaulted Stapled Securities and may be sued for:

(i) all money payable by the Issuer to the underwriter as contemplated by paragraph 5.27(c);
(ii) interest (as provided under this schedule); and
(iii) all costs incurred by the Issuer in procuring payment from the former Investor.

Assignment of right of action

5.28 The Issuer must ensure that where the Issuer is liable to the underwriter as contemplated by paragraph 5.27, the Issuer's liability to the underwriter may be satisfied by the assignment of the issuer's right of action against the former Investor in full satisfaction of such liability of the Issuer to the underwriter.

6. Single Register

6.1 Subject to the Corporations Act, a single Register may be kept in which details of the holders of the Attached Securities and the Other Attached Securities are recorded.

7. Power to add New Attached Securities

7.1 Subject to paragraph 7.2, the Corporations Act and the Operating Rules, the Issuer may at any time determine that a Security is a New Attached Security and cause it to be Stapled to the Stapled Securities. A determination under this paragraph may be made on such terms as the Issuer considers appropriate.
7.2 A determination that a Security is a New Attached Security may only be made if:

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(a) while the Units are Officially Quoted, the New Attached Security is also Officially Quoted or ASX has indicated in writing that it will grant permission for the New Attached Security to be Officially Quoted;
(b) while the Units are Officially Quoted, ASX has indicated in writing that it will approve the addition of the New Attached Security to the Stapled Securities;
(c) each Other Issuer (excluding the issuer of the New Attached Security) has agreed:
- (i) to the Stapling of the New Attached Security to the Stapled Security; and
- (ii) that the Stapling of the New Attached Security is in the best interests of Investors as a whole and is consistent with the then investment objectives of the Group; and
(d) the Constitutional Documents of the New Attached Security will have provisions giving effect to the Stapling (including provisions in substantially the form of this schedule);
(e) the issuer of the New Attached Security has agreed to enter into the Accession Deed;
(f) where the New Attached Security is partly-paid, or approval from Investors is required to the transaction, any required approval of the members of each Stapled Entity has been obtained; and
(g) the number of New Attached Securities to be allocated is identical to the number of Stapled Securities on issue.
7.3 The Issuer has power to do all things which it considers are necessary, desirable or reasonably incidental to give effect to the Stapling of the New Attached Securities to the Stapled Security under this paragraph 7.
7.4 A New Attached Security may be transferred to an Investor by any means and in any manner, including but not limited to any combination of issue, sale, reduction of capital, distribution in kind or transfer (Transfer).
7.5 A transfer of a New Attached Security made under paragraph 7 will be Registered in the Register as of the date title is transferred.
7.6 It is not necessary for the Issuer to receive a transfer, instrument or certificate for a New Attached Security in order for that Issuer to Register the transfer of the New Attached Security. The transfer will be evidenced by, and have full effect from, its Registration by the relevant Issuer in the Register.

8. Unstapling

Procedure for Unstapling

8.1 Subject to this paragraph 8, from the Stapling Commencement Time each Attached Security will remain Stapled to each other Attached Security for so long as the Stapled Securities remain on issue.

Unstapling an Attached Security

8.2 Subject to this paragraph 8, the Corporations Act, the Operating Rules and the relevant Constitutional Documents, the Issuer may determine that one or more Attached Securities are to be Unstapled from the Stapled Security.

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8.3 A determination under paragraph 8.2 may only be made:
(a) if the Stapled Securities are Officially Quoted, only if ASX has indicated in writing that it will grant permission for the Unstapling of the Attached Security or Securities from the Stapled Security and the remaining Attached Securities will remain Officially Quoted as a Stapled Security; and
(b) if each Other Issuer has agreed:
- (i) to the Unstapling of an Attached Security from the Stapled Security; and
- (ii) that the Unstapling of the Attached Security from the Stapled Security is not contrary to the interests of Investors as a whole and is consistent with the investment objectives of the Group; and
(c) if the Stapling Provisions will terminate in respect of the Attached Security which is to be Unstapled.
8.4 After the Unstapling, the references to the Attached Security which is to be Unstapled will be removed from the Register.

Restapling

8.5 If an Issuer determines that its Attached Securities are to be Unstapled under paragraph 8.2, this does not prevent the Issuer of such Security subsequently determining that the Stapling Provisions should recommence in respect of that Security (Restapling).

Unstapling the Stapled Securities

8.6 Subject to paragraph 8.7, the Corporations Act, the Operating Rules and the relevant Constitutional Document, the Issuer must determine that an Attached Security will be Unstapled on the occurrence of an Unstapling Event affecting that Attached Security.
8.7 A determination under paragraph 8.6 may only be made if:
(a) ASX has indicated in writing that it will grant permission for the Unstapling of the Attached Security; and
(b) each Other Issuer has agreed:
- (i) to the Unstapling of the Attached Security; and
- (ii) that the Unstapling of the Attached Security is not contrary to the interests of Investors as a whole.
8.8 On and from any date determined under paragraph 8.6, the Issuer must procure that the Attached Security is Unstapled and that the Stapling Provisions cease to have effect in respect of that Attached Security.

9. Capital reallocation

9.1 Subject to the Corporations Act and the Operating Rules, if at any time, a Stapled Entity makes a capital payment to the Trustee as a capital reallocation amount:
(a) each Unitholder is taken to have directed the Trustee to accept that capital reallocation amount; and

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(b) the Trustee must apply that amount as an additional capital payment in respect of each Unit which is Stapled to a Security of the Stapled Entity making the capital payment equally in respect of each Unit.
9.2 The Trustee may at any time make a capital payment to a Stapled Entity as a capital reallocation amount if:
(a) the trust deed of the Stapled Entity contains provisions to the effect of those in paragraph 9.1(a); and
(b) the Trustee is satisfied that the capital payment will be applied as an additional capital payment in respect of each Attached Security to which a Unit is Stapled equally.

10. Duties and obligations of Issuer

Duties in relation to Stapling

10.1 Despite any provision of the Constitutional Documents, or any rule of law (but subject to the Corporations Act as modified by any applicable ASIC Relief) while Stapling applies, in exercising any power or discretion, the Issuer may have regard to the interests of Investors as a whole and not only to the interests of the holders of the relevant Attached Securities considered separately.

Reference to power or discretion

10.2 References in the Constitutional Documents to the exercise of any powers or discretion includes the carrying out of the Issuer's functions and duties and identifying the Investor's rights and interests.

11. Meetings of Investors

Meetings

11.1 While Stapling applies, meetings of holders of Attached Securities may be held in conjunction with meetings of holders of the Other Attached Securities. Subject to the Corporations Act, the Issuer may make such rules for the conduct of such meetings as the Issuer determines.

Representatives form while Stapling applies

11.2 Subject to the Corporations Act, the form of proxy used to appoint a proxy to vote on behalf of an Investor in respect of an Attached Security may be the same form as they use to appoint a proxy in respect of the Other Attached Securities which they hold.

Other attendees

11.3 The auditor of each Stapled Entity and the representatives of the Issuer may attend and speak at any meeting of Investors, or invite any other person to attend and speak at the meeting.

12. General

Other capacities

12.1 Without limiting clause 24.2 of the Trust Deed, subject to the Corporations Act, nothing in the Trust Deed restricts the Trustee (or its associates) from:

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(a) dealing with itself (as trustee of the Trust or in another capacity), its associate, and any Stapled Entity (or their associates) or retaining for its own benefit any profits or benefits derived from any such dealing; and
(b) being interested in any contract or transaction with itself (as trustee of the Trust or in another capacity), its associates, or any Stapled Entity (or their associates) or retaining for its own benefit any profits or benefits derived from any such contract or transaction.

Expenses in relation to the Trust

12.2 In clause 27.27 of the Trust Deed, a reference to "Trust" is a reference to the Trust as part of the Group and a reference to "Register" includes any single register kept in which details of the holders of the Attached Securities are recorded.
12.3 Clause 27.27 of the Trust Deed is taken to also include expenses in connection with:
(a) establishing, administering and managing the Stapling, including the costs incurred in enforcing Stapling, the Stapling of New Attached Securities the Unstapling of an Attached Security, the Restapling of Unstapled Attached Securities and the Unstapling of the Stapled Securities; and
(b) organising, convening and holding meetings of Investors, implementing any Resolutions and communicating with Investors.
12.4 Without limiting clause 27.27 of the Trust Deed and paragraph 12.2, the Trustee may in its absolute discretion deduct from the Assets of the Trust or seek payment or reimbursement out of the assets of a Controlled Entity any Expenses allocated to the Trust as determined by the Trustee and the Other Issuers.

Small Holdings

12.5 A reference to a Small Holding in each Constitutional Document is taken to be a reference to a small holding of Stapled Securities (and other references to the relevant Attached Securities in each case are to be construed accordingly).

lntra-Group Loans and borrowings

12.6 Subject to the Corporations Act as modified by any applicable ASIC Relief, without limiting the Constitutional Documents, the Trustee may not, and must procure that its Controlled Entities do not, borrow or raise money, without consulting with each Other Issuer.
12.7 Subject to the Corporations Act as modified by any applicable ASIC Relief, without limiting the Constitutional Documents, the Trustee may (after consultation with each Other Issuer), in its capacity as trustee of the Trust, and each Other Issuer may (after consultation with the Trustee), enter into lntra-Group Loans.

Notice to other Stapled Entities

12.8 On or before commencement of a winding up of a Stapled Entity, the Issuer must give each Other Stapled Entity written notice that the Stapled Entity is to be wound up.

Other Attached Securities

12.9 If a New Attached Security, which is an interest in a trust, is to be Stapled to the Stapled Securities, then paragraphs 4.1(b), 4.1(d), 4.1(d)(vii), 4.2(a), 4.3, 12.1, 12.2, 12.3 and 12.4 apply in relation to that New Attached Security with the necessary changes.

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AI assistant

RAM ESSENTIAL SERVICES PROPERTY FUND — Governance Information 2021

65685_rns_2021-10-18_d71ca949-4bbe-460e-8289-2a55c1130fca.pdf

RAM Australia Medical Property Fund

Table of contents

Title

RAM Australia Medical Property Fund

Date

Recitals

Operative provisions

1. Agreed terms

Definitions

Distribution Period means:

Financial Year means:

First Offer Document for Stapled Securities has the same meaning in Schedule 1.

Reorganisation Proposal means:

Transaction Costs means:

2. Name of Trust

3. Duration of the Trust

Initial settlement

Termination

Winding Up

Restriction on issue and redemption of Units

Declaration of perpetuity period

4. Trust Deed legally binding

5. Assets held on Trust

6. Units

Nature of Units

Rights attaching to Units

No fractions of Units

Rounding

Consolidation and division of Units

Joint tenancy

Death or legal disability of Unitholder

7. Transfer and Transmission of Units

Transfer of Units while the Trust is not Listed

Transfer of Units while the Trust is Listed

Transferee of Units

Registration of a transfer of Units

Transferor's death

Security interest rules

Trustee may refuse to Register any transfer of Units in certain circumstances

Restricted Securities

Holding Lock

Assistance with sales

8. Proportional Takeover Bid

9. Partly Paid Units

Application Price may be payable in instalments

Notice of instalments

Interests

Payment of instalments

Failure to pay instalments

Joint holders

Partly Paid Units

Underwritten instalments

Prepayment of instalments

10. Classes of Units

11. Application Price for Units

Initial Units

Issue of Units on or before the First Quotation Date

Issue of Units while Units are Officially Quoted

Issue of Units while Units are not Officially Quoted

Issue Step

Issue of Units as consideration for a takeover offer

Issue of Units generally

Rounding

Income Entitlement of Units

12. Application procedure

Application form

Payment

Application irrevocable

Trustee may reject

Minimum amounts

Issue Date

Uncleared funds

Register

Holding statements

13. Redemption Price of Units

Redemption Price

Trustee Discretion

RAM ESSENTIAL SERVICES PROPERTY FUND Governance Information 2021