Macquarie Option and Loan Facility. Information Memorandum

Transcription

1 Macquarie Option and Loan Facility Information Memorandum Macquarie Bank Limited Macquarie Specialist Investment Solutions Macquarie Bank Limited ABN and AFSL October 2013

2 IMPORTANT INFORMATION This Information Memorandum (IM) has been prepared by Macquarie Bank Limited ABN and AFSL (Macquarie). The date of this IM is 28 October This IM is not a Product Disclosure Statement (PDS) for the purposes of the Corporations Act 2001 (Cth), and does not contain all of the information that would be required to be included in a PDS prepared in accordance with the requirements of the Corporations Act. Before making any investment decision, it is important that you read and consider the Terms and Conditions governing the Facility, as these are the legal agreements which set out your rights and obligations, as well as our rights and obligations. PURPOSE Under this IM and the Terms and Conditions, we are inviting Applications for the Macquarie Option and Loan Facility. Applications for the Facility must be made on the Application Form included in, derived from or accompanying, this IM and may be made from the date of this IM. We may withdraw invitations and offers made under this IM at any time, in our absolute discretion. Applications for the Facility cannot be made by retail clients as defined in section 761G of the Corporations Act. More information on how to apply for the Facility is set out in Section 8. CORPORATIONS ACT CLASSIFICATION The Options available under the Facility are derivatives for the purposes of section 761D of the Corporations Act. FOREIGN JURISDICTIONS No action has been taken to register or qualify the Facility, or otherwise to permit a public offering of the Facility, in any jurisdiction outside of Australia. This IM is not an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this IM outside Australia may be restricted by law. Any person who comes into possession of this IM who is not in Australia should seek advice on, and observe such restrictions. Any failure to comply with such restrictions may be a violation of such laws. The Facility has not, and will not, be registered under the United States Securities Act of 1933, as amended (US Securities Act), or the laws of any State of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, a US Person (as defined under Regulation S under the US Securities Act). CHANGES AND UPDATES TO INFORMATION IN THIS IM The information in this IM is current as at the date of this IM, but may change from time to time. Where such information changes and such change is not materially adverse to you, we may update the information by posting a notice on our website (see the back of this IM for details). If you would like a free paper copy of any updated information, please contact us (see the back of this IM for details). You should read this IM, the Terms and Conditions and any updated information on the website carefully and in full before making any investment decision. REPRESENTATIONS This IM has been prepared and issued by Macquarie as issuer. Any other parties distributing this product are not Macquarie s agent or representative and are doing so on their own behalf. Macquarie is not responsible for any advice or information given, or not given, to you by any party distributing this product. You should only rely on information in this IM. No person is authorised to give any information, or to make any representation, about the Facility that is not contained in this IM. Any information or representation not contained in this IM may not be relied on as having been authorised by Macquarie. Nothing in this IM is an express or implied endorsement by Macquarie of an investment under the Facility or the Assets of any Issuing Entity. DEFINITIONS Capitalised words that are used in this IM have the meaning set out in Section 7, unless the context requires otherwise. Unless stated otherwise (a) all dollar amounts and performance data in this IM are quoted in Australian dollars ($), and (b) all references to a time are to that time in Sydney, Australia. ABOUT US The value of any investment you make under the Facility depends on, among other things, whether we can and do perform our obligations. Our obligations under the Facility are not deposit liabilities of ours, and they are not guaranteed by any other party. They are unsecured contractual obligations which will rank equally with our other unsecured contractual obligations and with our unsecured debt (other than liabilities mandatorily preferred by law). For example, section 13A(3) of the Banking Act 1959 (Cth) provides that in the event we become unable to meet our obligations, our assets in Australia shall be available to meet certain liabilities in priority to all of our other liabilities, including our obligations under Facility. Such preferred liabilities include, without limitation, certain debts and costs owed to the Australian Prudential Regulation Authority, liabilities in relation to protected accounts and any debts or liabilities to the Reserve Bank of Australia. You must make your own assessment of our ability to meet our obligations under the Facility. You can obtain up-to-date information about us, including financial information, by either referring to macquarie.com.au/shareholdercentre or by contacting us (see the back of this IM for details). EXPERIENCED INVESTORS ONLY You should not apply for the Facility unless you: * are familiar with units in managed investment schemes, options, derivatives and with leveraged investments generally; and * understand and are comfortable with the risks associated with the Facility. FURTHER ADVICE RECOMMENDED Using the Facility involves financial and other risks and may only be suitable for you if: you have a sufficiently broad investment portfolio, such that you are capable of absorbing the loss of all monies you invest, become entitled to receive, or borrow, under the Facility; and you fully understand the risks associated with the Facility. Before applying for the Facility, you should: carefully read all of this IM and the Terms and Conditions; seek independent legal, taxation and financial advice to determine whether an investment under the Facility is right for you; and carefully consider the potential benefits of, and the risks associated with, the Facility, in light of your particular investment needs, objectives and financial and taxation circumstances. Further details about the risks associated with the Facility are set out in Section 4. DIVERSIFICATION AND RISK As well as considering the risks associated with the Facility, you should also consider how using the Facility fits into your overall investment portfolio. By diversifying your investment portfolio, you can reduce your exposure to failure or underperformance of any one investment, investment counterparty or asset class. REFERENCE ASSETS You are responsible for selecting the Reference Assets for any Options that you enter into. We do not endorse an investment in any Option related to any particular Reference Asset.

3 Contents Section Topic Page 1. Investment overview 2 2. The Options 6 3. Loans Risks you should consider Fees and other costs Additional information Definitions How to apply for the Facility 37 Corporate Directory 38 Application Form 1

4 Section 1 Investment overview To find information on the topics listed below, see the Section number listed. This overview shows the kind of information you can find in this IM, but is not intended to be a complete summary. You should read all of this IM and the Terms and Conditions carefully and seek independent legal, taxation and financial advice to determine whether the Facility is right for you. More Info Issuer Macquarie Bank Limited (ABN and AFSL ) No. 1 Martin Place Sydney NSW 2000 Australia Section 6.1 Phone: structuredinvestments@macquarie.com Website: macquarie.com.au/sivfunds Overview the Facility Overview of the Options of The Macquarie Option and Loan Facility (Facility) allows you to: limit your exposure to any fall in the value of one or more reference assets below a specified value at a future time by acquiring one or more options (Options) from us; and potentially borrow money from us under loan facilities secured by your investment in one or more reference assets or other property. Each Option, in general terms, gives you the right to receive an amount in cash equal to the amount (if any) by which the Strike Price of that Option exceeds the value of a specified reference asset at the expiry of that Option. It is important to note that, unlike a typical put option, an Option acquired under the Facility will not entitle you to actually dispose of the Reference Asset. At its expiry, an Option therefore limits your exposure to any fall in the value of that reference asset below the Strike Price. The combined value of a reference asset and an Option at its expiry (the bolded line) relative to the value of the reference asset at expiry (represented on the horizontal axis) is shown in the diagram below: Combined value of an Option and a reference asset at the Option s expiry Section 2 Section 3 Section 2 Strike Price Strike Price Value of the reference asset at expiry is less than the Strike Price During the term of an Option: During the term of an Option: you will not be able to exit or transfer your investment in an Option without our consent (which may only be given by us if certain conditions are satisfied); the Option may be adjusted in certain circumstances (see Section for more information); and the Option may be terminated prior to its Expiry Date where an Early Termination Event occurs (see Section 4.4 for more information). If this happens: - the Option will no longer protect you against falls in value of the reference asset below the relevant Strike Price; and - you will only be entitled to receive the Early Lapse Amount in relation to that Option, which may be less than an amount equal to the Strike Price minus the value of the relevant reference asset at the time the early termination occurs (see Section for more information). 2 Value of the reference asset at expiry is equal to or greater than the Strike Price Value of the reference asset at the Option s expiry

5 Eligible Reference Assets: Options are available in relation to a select number of unlisted managed funds, as agreed by us. You can find out whether an Option is available in relation to any particular reference asset by contacting us (see the back of this IM for contact details). It is important to note that: you are responsible for selecting the reference asset for any Option that you enter into; the performance of any Option, and therefore the performance of any investment you make under the Facility, will depend mainly on the performance of the reference asset chosen by you; and unlike a typical put option, an Option acquired under the Facility will not entitle you to actually dispose of the reference asset. Minimum value of Reference Assets: Any Options you propose to enter into under the Facility must relate to reference assets having a combined initial market value (as determined by us) of at least $1,000,000. We may however accept a request for one or more Options relating to reference assets having a lower market value at our discretion. Investment term for Options: You can choose an investment term for your Options from 6 months up to 5 years. We may however accept a request for one or more Options with either a shorter or longer term at our discretion. Overview the Loans of You may be able to access one or more loans under the Facility (Loan) up to a maximum amount agreed by us. Section 3 A Loan must, if granted, be used by you for your own business or investment purposes. Security for a Loan: When you enter into one or more Loans, you will be required to provide security to us for your obligations under each Loan by way of a mortgage over certain assets or other property that you hold. For example, where you have entered into one or more Options under the Facility, and have applied for a Loan linked to those Options, you will need to mortgage in favour of us all of your rights in relation to those Options, and all of the Reference Assets for those Options that you hold. What this means is that: you will not be able to deal with, or dispose of, the assets or other property you have mortgaged in favour of us until you have paid all monies owing to us; and in certain circumstances, we can dispose of the assets and other property you have mortgaged in favour of us in order to recover any monies you owe us. Minimum drawdown: Any Loan you propose to enter into under the Facility must be for at least $1,000,000. We may however accept a request for one or more Loans having a lower drawdown at our discretion. Taxation considerations Fees and other costs The taxation outcomes of using the Facility will depend on your individual circumstances. We recommend you seek your own independent taxation advice before making any investment decision. Options When you acquire an Option, you will have to pay us a premium on or before the proposed start date of the Option (see Section 5.1). However when your investment in the Facility involves a combination of a Loan and one or more Options entered into at the same time, we may include some or all of the cost of those Options into the interest rate payable in relation to your Loan (that is, you will not need to pay a separate Premium for the Option(s)). If an Option is terminated early (which may be at our election) or your Option lapses as a result of us consenting to a request from you to end your investment in an Option early, Option Break Costs may be deducted from the amount payable to you in relation to the early termination/lapse of that Option. A description of some of the factors affecting the calculation of the amount payable to you on the early termination/lapse of an Option is included in Section Loans If you access a Loan, you will have to: pay us interest on the interest payment date(s) agreed by you and us. You may elect to either pay interest: - at a fixed rate, payable in advance for the term of the Loan; or - at a variable rate, payable monthly in arrears, (see Section 5.2); and repay the Loan on its repayment date. 3 Section 5

6 Risk overview Adviser/referral fees If a Loan is repaid early, or terminated early (which may be at our election): where interest is paid in advance, you may be entitled to receive from us a Loan Break Value. A description of the Loan Break Value is included in Section 5.3.2; and where interest is paid in arrears in relation to that Loan, you must pay to us the amount of any accrued but unpaid interest. Other fees and costs Other fees and costs may also be payable by you. Using the Facility involves financial and other risks. This section is not intended to be a comprehensive summary of all of the risks of using the Facility but highlights some risks that we encourage you to consider in detail and discuss with your financial adviser. You should refer to Section 4 of this IM for more detailed information about some of the risks of using the Facility. Some of the risks of using the Facility include: while purchasing an Option in relation to a reference asset will limit your exposure to any fall in the value of that reference asset below the Protection Price at expiry, purchasing an Option also means (assuming there are no other costs or expenses involved) that the value of the reference asset will need to increase by enough to cover the cost of that Option before you can make a positive return on your combined investment in that reference asset and the Option. You should therefore carefully consider the prospects of the reference asset falling in value below the Protection Price versus the cost of acquiring an Option. Additionally, any Option you acquire may be affected by other matters relating to the reference asset. For example, an inability to effect redemptions of the relevant reference asset could result in an early termination of an Option (see below for more details); if we fail to perform our obligations under the Facility (eg, if we are insolvent) you may not receive any payment you are otherwise entitled to receive from us; if you have entered into a Loan, and a Potential Adjustment Event occurs, or we reasonably expect a Potential Adjustment Event will occur, in relation to the property you have provided as security for the Loan, you may need to repay some or all of your Loan prior to its original due date for payment; in certain circumstances, which includes events nominated by us and events beyond your control (see Section 4.4 for a description of such events), your Options and any Loans may be terminated early, in which case: - the Option will no longer protect you against falls in the value of the reference asset below the relevant Strike Price; - you will only be entitled to receive the Early Lapse Amount in relation to that Option, which may be less than an amount equal to the Strike Price minus the value of the relevant reference asset at that time the early termination occurs (see Section for more information); and - you will need to repay each Loan early and, where interest is paid in arrears in relation to that Loan, will need to pay to us an amount equal to any interest accrued but not yet paid; if you access a Loan under the Facility and fail to repay any amount when due to us, we may exercise our rights to dispose of some or all of the property you have provided as security for the Loan (for example, the reference assets) and pursue you for any further amounts outstanding under your Facility; and the exercise by us of any of the discretions we have under the Facility in a way which adversely affects you (although we will exercise any discretions in a reasonable manner). You should carefully consider the risks that may affect the value of your investment before making any investment decision. Options No fees are payable to your adviser or any third party who refers you to us in respect of any Option you acquire under the Facility, unless you notify us that you have agreed to that person receiving such fees. In these circumstances, we may pay that person: an upfront fee, up to a maximum of 2.20% including GST (if any) of the total value of the Reference Assets on the start date of the relevant Option(s) (as determined by us); and/or one or more fees (payable quarterly in arrears) during the term of the Loan at the rate agreed by you and that person, up to a maximum of: 1.10%pa including GST (if any) x the value of the Reference Asset for one Option on the start date of that Option (as determined by us) x the number of those Options that you continue to hold at the time of calculation of such fee. Section 4 Section 5.4 4

7 Terms and Conditions How to apply Loans No fees are payable to your adviser or any third party who refers you to us in respect of any Loan you access under the Facility, unless you notify us that you have agreed to that person receiving such fees. In these circumstances, we may pay that person: an upfront fee, up to a maximum of 2.20% including GST (if any) of the Loan amount; and/or one or more fees (payable quarterly in arrears) at the rate agreed by you and that person, up to a maximum of 1.10%pa including GST (if any) of the amount of the Loan outstanding at each quarter. Effect of adviser fees on amounts you pay It is important to note that if you notify us that you have agreed to your adviser or any other third party receiving one or more fees in respect of an Option or a Loan, then the amount payable by you to us to acquire such Option (ie., premium) and/or the Loan (ie., interest) will be increased by the same amount. That is, you will ultimately wear the cost of us paying a fee to your adviser or any other third party who refers you to us. Other payments A member of the Macquarie Group may make further discretionary payments (out of its own funds) to your financial adviser or other third parties who refer you to us. This IM summarises some of the significant features of the Facility. By signing the Application Form for the Facility, you agree to be bound by the Terms and Conditions. Before making any decision to apply for the Facility, you should therefore make sure you have read and understood the Terms and Conditions which include: the Option Agreement; the Loan Agreement; the Security Arrangements; the Nominee Terms; the General Conditions; and the Glossary. We may also, in certain circumstances, agree in writing with you that additional terms and conditions apply to your Facility. You can obtain a free copy of the Terms and Conditions by either: visiting our website (see the back of this IM for details) and downloading a document called the Macquarie Option and Loan Facility Terms and Conditions ; or calling us (see the back of this IM for details) and asking us for a copy of the Macquarie Option and Loan Facility Terms and Conditions. To apply for the Facility, you should: carefully read all of this IM and the Terms and Conditions; carefully read the constitution and product disclosure statement (or other offer document) for any units in a Managed Fund that you propose to include as a reference asset for an Option or link to a Loan; consult your independent legal, taxation and financial advisers; and complete and submit an Application Form. Once your Application for the Facility has been submitted to us, you can apply for: one or more Options; and/or one or more Loans, by making a Transaction Request. You should refer to: - Section for more information about making a Transaction Request for one or more Options; and - Section for more information about making a Transaction Request for a Loan. It is particularly important that you familiarise yourself with the terms on which any Units in a Managed Fund are issued by reading the relevant offer document and the constitution before submitting a Transaction Request for one or more Options or Loans. Section 8 5

8 Section 2 The Options This Section is a summary of some of the features of the Options available under the Facility. The contractual terms of the Options are set out in the Terms and Conditions, in particular the Option Agreement. You should therefore ensure that you have read and understood the Terms and Conditions before (i) applying for the Facility, and (ii) submitting a Transaction Request for any Options. We also recommend that you obtain independent legal, taxation and financial advice which takes into account what you currently have, and what you want and need for your financial future before making any investment decision. Section Topic Page 2.1 How do I acquire one or more Options? What happens during the term of an Option? What happens on expiry of an Option? More important information about the expiry of an Option More important information about the term of an Option How do I acquire one or more Options? Making a Transaction Request Once your Application for the Facility has been submitted to us, you can apply for one or more Options by making a written Transaction Request. Before making a Transaction Request however, you should contact us to discuss the details of, and obtain a quote for, your proposed Options. Once you have discussed these details with us, you can make a Transaction Request specifying the terms of the Options that you want, including: the number (or value) and type of Reference Assets that the Options will relate to; the Strike Price (or Strike Price Percentage) for the Options; the desired Expiry Date of the Options; the indicative premium payable by you for the Options, as discussed with us (and being acceptable to you); and any other information requested by us Minimum requirements for a Transaction Request Each Transaction Request must generally relate to one or more Options with a term from 6 months to 5 years and Reference Assets which have a market value (as determined by us) of at least $1,000,000. We may, at our discretion, accept a Transaction Request for one or more Options with either a shorter or longer term or which relate to Reference Assets with a market value (as determined by us) of less than $1,000, Acceptance of a Transaction Request If we accept your Transaction Request: you must pay to us any Premium for those Options on or before the proposed Commencement Date of those Options; we will issue the relevant Options to you; and we will send you a Confirmation outlining the terms of your Options. We may reject a Transaction Request for any reason (and without giving you a reason). 2.2 What happens during the term of an Option? Each Option is European in nature, which means that it can only be exercised on its Expiry Date. It is however important to note that during the term of an Option: the terms of the Option may be adjusted in certain circumstances (see Section for more information); 6

9 if you want to end your investment in an Option, you will need our consent (see Section for more information); and an Option may be terminated by us prior to its Expiry Date where an Early Termination Event occurs: - Early Termination Events include events nominated by us that may be beyond your control. This may include, for example, where you fail to pay any amount to us when due or where a Hedging Disruption occurs in relation an Option. See Section 4.4 for more information; - where an Option is terminated early as a result of an Early Termination Event occurring: (i) (ii) the Option will no longer protect you against falls in the value of the relevant Reference Asset below the relevant Strike Price; and you will only be entitled to receive an Early Lapse Amount in relation to that Option (if any), which may be less than an amount equal to the Strike Price minus the value of the relevant Reference Asset at that time the early termination occurs). See Section for a list of the factors that may affect the amount of the Early Lapse Amount; and - you should also be aware that where an Early Termination Event occurs, you will also have to repay all Loans you have accessed under the Facility prior to their due date for payment. Where interest is paid in arrears in relation to the Loan, you will also need to pay to us an amount equal to any interest accrued but not yet paid. If interest is paid in advance, you may also be entitled to receive from us a Loan Break Value for those Loans. See Section for more information about how any Loan Break Value will be calculated. 2.3 What happens on expiry of an Option? What happens on expiry of an Option? What happens on expiry of an Option will depend primarily on: what the value of the Reference Asset is at expiry of the Option (the Final Reference Price) (see Section for information about how the Final Reference Price is determined); and whether you have accessed one or more Loans in connection with that Option. If you have accessed a Loan and the Repayment Date of that Loan is the same as the Expiry Date of your Options, you should also refer to Section 3.1 for more information about what happens on the expiry of your Options How is the Final Reference Price calculated? Ordinarily, the Final Reference Price of a Reference Asset will be the price or value at which such Reference Asset is, or could have been, redeemed on the Expiry Date of the Option, as made available by the relevant Managed Fund. If however such price is not published by the Managed Fund on the Expiry Date, the Final Reference Price shall be the first price or value at which such Reference Asset is, or could have been, redeemed on any of the eight (8) Business Days following the Expiry Date. In the event that the Final Reference Price has not been able to be determined by the eighth (8 th ) Business Day following the Expiry Date of the Option, we may make an estimate of the Final Reference Price applicable to that Reference Asset What happens on the expiry of an Option if the Final Reference Price is below, above or equal to the Strike Price? If the Final Reference Price of the Reference Asset is: less than the Strike Price and you have given us a valid Cash Settlement Request for that Option (see Section 2.4.1), we will pay you the Cash Settlement Amount for that Option (calculated as the Strike Price minus the Final Reference Price) or equal to or greater than the Strike Price, that Option will lapse and no payment will be made by us to you in relation to that Option. Refer to Section for more information about what happens if the Final Reference Price is less than the Protection Price and you have not given us a valid Cash Settlement Request Example This is an illustrative example only. Actual performance may differ materially. This example does not account for any stamp duty, fees or other taxes which may be payable in connection with the Options or the Reference Assets, and assumes that the investor has not accessed any Loan in connection with the Options. 7

10 Assume the following: Jeremy acquires 12 month Options over 3,000,000 Units in the XYZ Managed Fund (XYZ Units) with a Strike Price of $1.00; and we determine the Premium payable by Jeremy for the Options was $60,000 ($0.02 per Option x 3,000,000 Options). The following table shows what will happen on expiry of the Options, given certain assumed Final Reference Prices for the XYZ Units and assuming Jeremy has given a valid Cash Settlement Request in relation to the Options. The following table also assumes that Jeremy does not owe any other money to us: Final Reference Price of XYZ Units Valid Cash Settlement Request given $0.90 Jeremy exercises his Options and we pay Jeremy the Cash Settlement Amount of $300,000 (being the Protection Price of each Option of $1.00 minus the Final Reference Price of $0.90, multiplied by 3,000,000 Options) within 5 Business Days of expiry. Jeremy retains 3,000,000 XYZ Units (currently worth $2,700,000) and, with the $300,000 Cash Settlement Amount, has a current total investment value of $3,000,000. $1.20 As the Final Reference Price of $1.20 is greater than the Protection Price of $1.00, Jeremy s Options lapse and Jeremy receives no payment from us. Jeremy retains 3,000,000 XYZ Units currently worth $3,600,000 (being 3,000,000 x $1.20). It is important to remember however that Jeremy paid $60,000 for the 300,000 Options. 2.4 More important information about the expiry of an Option This Section contains more important information you should be aware of in relation to the expiry of an Option How do I give a Cash Settlement Request? You can give us a Cash Settlement Request for any Options you hold by giving us a written notice (see the back of this IM for contact details) that: identifies the Options that you hold; and specifies that you would like to, if the Final Reference Price is less than the Strike Price, receive the Cash Settlement Amount for each of those Options. A Cash Settlement Request must be received by us by no later than 4:00pm (Sydney time) on the Expiry Date of the relevant Option(s). Any Cash Settlement Request you give to us before 10:00am (Sydney time) on the Expiry Date of the relevant Option(s), will only be deemed to be received by us at 10:00am (Sydney time) on the Expiry Date Failure to give a Cash Settlement Request for an In-the-Money Option - Assessed Value Payment If the Final Reference Price is less than the Strike Price, and you have not given us a valid Cash Settlement Request in relation to an Option, that Option will lapse. In these circumstances, you will only be entitled to receive an Assessed Value Payment for that Option (which is only equal to 95% of the Cash Settlement Amount you would have received had you given a valid Cash Settlement Request in relation to that Option). Example This is an illustrative example only. Actual performance may differ materially. This example does not account for any stamp duty, fees or other taxes which may be payable in connection with the Options or the Reference Assets, and assumes that the investor has not accessed any Loan in connection with the Options. Continuing with the example from Section 2.3.4, if Jeremy does nothing in relation to his Options and the Final Reference Price ($0.90) is less than the Strike Price: Jeremy will only be entitled to receive an Assessed Value Payment of $285,000 (95% x [$ $0.90] x 3,000,000 Options) instead of the Cash Settlement Amount of $300,000; and Jeremy's total investment value will be $2,985,000 being: - $2,700,000 (being the current market value of the XYZ Units); plus - the Assessed Value Payment of $285,000. You should therefore carefully consider your investment objectives before making any decision not to give a Cash Settlement Request in relation to the expiry of an Option. 8

11 2.5 More important information about the term of an Option Electing to end your investment in an Option prior to its Expiry Date If you want to: transfer an Option to another person, you will need our consent (which may be conditional on certain matters) and will also need to pay a fee (see Section 5.8 for more information); or end your investment in an Option prior to its Expiry Date, you will need our consent. If we do consent: - you will only be entitled to receive an Early Lapse Amount in relation to each terminated Option (if any) within 5 Business Days of the date on which the Option terminates. It is important to be aware that the Early Lapse Amount may be less than an amount equal to the Strike Price minus the value of the relevant Reference Asset at that time your investment ends. See Section for more information; and - you will also need to immediately repay all Loans linked to those Options. Additionally, where you elected to pay interest on a Loan: in arrears, you will also need to pay to us any interest accrued but not yet paid; or in advance, you may also be entitled to receive from us a Loan Break Value, for each of those Loans. See Section for more information, including a list of some of the factors that will affect the amount of any Loan Break Value you may be entitled to receive from us Adjustments to the terms of an Option If a Potential Adjustment Event occurs in relation to a Reference Asset for an Option: we may: - make any adjustment we consider appropriate to the terms of the Option (eg, amending the number of Options and/or the Strike Price) to account for the Potential Adjustment Event; and - determine the effective date of such adjustments; or where we determine that: - it is not reasonably practicable to adjust the Option in relation to the Potential Adjustment Event; or - if the Option were to be adjusted in relation to the Potential Adjustment Event, we would either: (i) not be able to continue to effectively manage our risk, on an on-going basis, of maintaining the Option on issue; or (ii) incur a material increase in costs in managing our risk, on an on-going basis, of maintaining the Option on issue, we may treat such Potential Adjustment Event as an Early Termination Event and lapse that Option prior to its Expiry Date (see Section 4.4). As a general rule, the objective of any adjustment to an Option will be, to the extent reasonably practicable, to ensure that the relative value of: the number of Reference Assets; the number of Options; and the Strike Price for the relevant Options, after the adjustment is made is economically equivalent to the relative value of those factors prior to that adjustment being made. What is a Potential Adjustment Event? Potential Adjustment Event is defined in Section 7 and includes: a Distribution being declared in relation to a Reference Asset; a subdivision or consolidation of a Reference Asset (e.g., a single Reference Asset splits into two); a rights issue in relation to a Reference Asset; any other event which we determine may have a dilutive or concentrative effect on the value of a Reference Asset. You should refer to the definition of Potential Adjustment Event in Section 7 for full details about what events might be considered by us to be a Potential Adjustment Event. 9

12 Section 3 Loans This Section is a summary of some of the features of the Loans available under the Facility. The contractual terms of the Loans are set out in the Terms and Conditions, in particular the Loan Agreement. You should therefore ensure that you have read and understood the Terms and Conditions before (i) applying for the Facility, and (ii) submitting a Transaction Request for a Loan. We also recommend that you obtain independent legal, taxation and financial advice which takes into account what you currently have, and what you want and need for your financial future before making any investment decision. 3.1 Loans Section Topic Page 3.1 Loans Can I repay a Loan early? What happens if I fail to pay an amount when due in relation to a Loan? The Security Arrangements What is a Loan? If you have successfully applied for a Facility, you may also be able to access one or more loans over the term of your Facility (Loan). A Loan can be used to release cash for your own business or investment purposes How do I access a Loan? Before requesting a Loan from us, you should contact us (see the back of this IM for details) to discuss your proposed Loan, the applicable interest rate and when interest will be paid, the date on which the Loan will be repaid and the proposed security for the Loan. Once you have discussed these details with us, you can make a written request (a Transaction Request) for a Loan by contacting us (see the back of this IM for details). In your Transaction Request you should: 1. nominate the amount of the Loan. You should ensure that (unless otherwise agreed by us) the amount of the Loan is: - greater than or equal to $1,000,000; and - less than or equal to an amount specified by us and notified to you; 2. detail the indicative Interest Rate (including whether fixed or variable) you have discussed with us (and being acceptable to you); 3. detail the Interest Payment Date(s) you have discussed with us (and being acceptable to you); 4. nominate a Repayment Date for the Loan; 5. confirm the assets or other property that will be provided as security in relation to the Loan; 6. confirm that the proceeds of the Loan will be used wholly or predominantly for business or investment purposes; 7. nominate the proposed Commencement Date for the Loan; 8. nominate the account to which the proceeds of the Loan should be credited (such account must be in your name and must be with an Australian bank); and 9. provide us with any documents and other information we require. If your Transaction Request for a Loan is accepted: the proceeds of that Loan will be paid to your nominated account on the Commencement Date specified, or deemed to be specified, in the relevant Transaction Request (or if such day is not a Business Day, on the immediately following Business Day); and the property you have nominated as security will be subject to the Mortgage granted to us (see Section 3.4 for more information). We may reject a Transaction Request for any reason (and without giving you a reason). 10

13 3.1.3 How and when do I pay interest on a Loan? You will have to pay interest on a Loan either: - on or before the Commencement Date of the Loan (if you elect to pay a fixed interest rate); or - monthly in arrears during the term of the Loan (if you elect to pay a variable interest rate). You should refer to: Section 5.2 for more information about how the amount of interest payable on an Interest Payment Date is calculated; and Section 3.3 for more information about what happens if you fail to pay an interest amount when due. Investors should note that, in certain foreign jurisdictions, investors may be required to withhold tax from any payment of interest made to Macquarie in connection with a Loan. Where this occurs, the investor: will be required to pay the full amount of interest due to Macquarie, as if no withholding tax had been imposed on such payment; and will also need to pay an amount equal to the tax to be withheld to the relevant taxing authority in the investor s jurisdiction What happens on the Repayment Date of a Loan? If the Repayment Date of the Loan is not the same as the Expiry Date of any Options you have acquired under the Facility, you will need to repay the Loan either from your own funds on that date and/or from the sale of your Secured Property (please see Section 3.3 for more information about what happens if you fail to repay a Loan on its Repayment Date). If the Repayment Date of your Loan is the same as the Expiry Date of any Options you have acquired under the Facility ( Linked Options ), what happens on the Repayment Date will depend on: what happens in relation to the expiry of your Linked Options; and the amount of the Loan to be repaid. The following table is a summary of what may happen in relation to your Loan on expiry of the Linked Options: if you give a Cash Settlement Request in relation to the Linked Options; and given different Final Reference Prices at expiry. This table is not a complete summary. You should read all of this IM carefully (and particularly Section 2) to understand the features of the Linked Options and how (in certain circumstances) the outcome of your investment could be materially different to that described in the example below. Final Reference Price is less than the Strike Price is greater than or equal to the Strike Price Cash Settlement Request given The Linked Options will be exercised and you will be entitled to receive the Cash Settlement Amount for each Option, calculated as the Strike Price minus the Final Reference Price. If the amount of the Loan to be repaid is: greater than the Cash Settlement Amount: - we will use all of the Cash Settlement Amount payable to you to repay part of the Loan; and - you will need to repay the outstanding balance of the Loan on the Repayment Date from your own funds. If you failed to do so, we would have the right to sell the Secured Property and apply the disposal proceeds in satisfaction of the amounts you owe us. If the disposal proceeds are insufficient to repay the full amount outstanding, we may take further action against you to recover the amount outstanding; equal to the Cash Settlement Amount, we will use the Cash Settlement Amount payable to you to repay the Loan (that is, you will not need to make any further payment to us to repay the Loan); or less than the Cash Settlement Amount, we will: - use part of the Cash Settlement Amount payable to you to repay the Loan; and - pay the balance of the Cash Settlement Amount remaining to you (less any other amounts owed by you to us) within five (5) Business Days of the Expiry Date of the Linked Options. The Linked Options will lapse and you will receive no payment from us. You will then be required to repay the Loan from your own funds. If you failed to do so, we would have the right to sell the Secured Property and apply the disposal proceeds in satisfaction of the amounts you owe us. If the disposal proceeds are insufficient to repay the full amount outstanding, we may take further action against you to recover the amount outstanding. 11

14 You should be aware that if: you fail to give a valid Cash Settlement Request in relation to your Linked Options; and the Final Reference Price is less than the Strike Price at expiry, you will only be entitled to receive the Assessed Value Payment for each Option, calculated as 95% of the Cash Settlement Amount you would have received for each Option had you given a valid Cash Settlement Request (see Section 2.4.2). This may mean that you have to make further payments from your own funds in order to repay the outstanding balance of any Loan. You should therefore carefully consider your investment objectives before making any decision not to give a Cash Settlement Request in relation to the expiry of an Option Example The figures used in this example are illustrative only. Actual performance may differ materially. The examples do not account for any stamp duty, fees or other taxes which may be payable in connection with your investment. Continuing with the example from Section 2.3.4, 6 months into the term of the Options, Jeremy decides that he would like to diversify his investment portfolio. In order to do so, he decides that he would like to access a Loan with a fixed Interest Rate for the remaining 6 months of his Linked Options. We have notified Jeremy that we are willing to lend up to $2,850,000 under a Loan (being 95% multiplied by the Strike Price of the Linked Options multiplied by the number of Linked Options). Jeremy wishes to borrow $1,000,000 which he will repay on the Expiry Date of his Linked Options. We advise Jeremy that: the Interest Rate for the Loan will be 5.00%pa; and Jeremy will be required to pay the interest on the Commencement Date of the Loan of $24, (being 5.00%pa x $1,000,000 x 181/365). Jeremy makes a Transaction Request for a Loan of $1,000,000. In his Transaction Request, Jeremy also: 1. confirms that the Loan will be used wholly or predominantly for business or investment purposes; 2. nominates the Reference Assets for each of his Linked Options as the assets to be mortgaged in favour of us to secure his obligations under the Facility; and 3. directs the interest on the Loan to be paid from the proceeds of the Loan. If we accept Jeremy s Transaction Request: we will pay the balance of the loan proceeds of $975, (being $1,000,000 - $24,794.52) to Jeremy s nominated bank account; and Jeremy mortgages 3,000,000 XYZ Units in favour of us (being the Reference Assets for the Linked Options). As the Repayment Date of the Loan is the same as the Expiry Date of the Linked Options, the repayment of the Loan will be affected by what happens in relation to the Linked Options. The following table has been taken from the example in Section and shows how Jeremy s Loan will be repaid when the Repayment Date is on the Expiry Date of the Linked Options and Jeremy has given a valid Cash Settlement Request. It is important to note that this example assumes that Jeremy owes no other money to us, other than the amount of the Loan. At expiry: Final Reference Price Cash Settlement Request given $0.90 Jeremy exercises his Options and Jeremy becomes entitled to receive a total Cash Settlement Amount of $300,000 (being the Strike Price of each Option of $1.00 minus the Final Reference Price of $0.90, multiplied by 3,000,000 Options). As the amount of the Loan is $1,000,000, and Jeremy is only entitled to receive a Cash Settlement Amount of $300,000: we will apply the Cash Settlement Amount to reduce the outstanding amount of the Loan to $700,000; and Jeremy will then be required to repay the outstanding amount of $700,000 from his own funds. If Jeremy: 12

15 repays the outstanding amount of the Loan from his own funds, Jeremy will retain 3,000,000 XYZ Units (currently worth $2,700,000); or fails to repay the outstanding amount of the Loan on its due date, we may exercise our rights under the Mortgage to dispose of some or all of Jeremy s 3,000,000 XYZ Units to recover the amount owing to us (see Section 3.3). If the disposal proceeds are insufficient to repay the full amount outstanding, we may take further action against Jeremy to recover the amount outstanding. $1.20 Jeremy s Options lapse and Jeremy receives no payment from us. Jeremy will then be required to repay the Loan of $1,000,000 on the Repayment Date from his own funds. If Jeremy: repays the outstanding amount of the Loan from his own funds, Jeremy will retain 3,000,000 XYZ Units currently worth $3,600,000 (being 3,000,000 x $1.20); or fails to repay the outstanding amount of the Loan on its due date, we may exercise our rights under the Mortgage to dispose of some or all of Jeremy s 3,000,000 XYZ Units to recover the amount owing to us (see Section 3.3). If the disposal proceeds are insufficient to repay the full amount outstanding, we may take further action against Jeremy to recover the amount outstanding. Note: If Jeremy does nothing at the expiry of his Linked Options, the outcome will be the same as if a valid Cash Settlement Request had been given (as in the example in the table above), except where the Final Reference Price is less than the Strike Price (in the example above, $0.90) in which case: Jeremy will only be entitled to receive a total Assessed Value Payment of $285,000 (95% x [$ $0.90] x 3,000,000 Options) instead of a total Cash Settlement Amount of $300,000; as Jeremy has a Loan of $1,000,000, we apply the $285,000 Assessed Value Payment to reduce the outstanding balance of the Loan to $715,000; and on the Repayment Date, Jeremy will have to repay the outstanding balance of the Loan of $715,000 from his own funds. If Jeremy fails to repay the Loan on its due date, we may exercise our rights under the Mortgage to dispose of some or all of Jeremy s 3,000,000 XYZ Units to recover the amount owing to us (see Section 3.3). If the disposal proceeds are insufficient to repay the full amount outstanding, we may take further action against you to recover the amount outstanding. As doing nothing in relation to your Linked Options may put you in a worse position than if you had given a Cash Settlement Request, you should carefully consider your investment objectives before making any decision not to give a Cash Settlement Request in relation to the expiry of the Linked Options. 3.2 Can I repay a Loan early? You can prepay all or any part of a Loan prior to its original due date for payment. You should refer to clause 2.4 of the Loan Agreement in the Terms and Conditions for more details about what happens when you wish to prepay all or any part of a Loan, and contact us (see the back of this IM for contact details) to discuss the prepayment of your Loan, and: 1. where you elected to pay interest in advance, any Loan Break Value that may be payable to you by us; and 2. where you elected to pay interest in arrears, the amount of any accrued but unpaid interest that you will have to pay to us, as a result of that prepayment. You should also be aware that we can require you to repay some or all of a Loan early where either: an Early Termination Event occurs (see Section 4.4); you request that (and we consent to) your investment in any Linked Options for that Loan end prior to their stated Expiry Date) (see Section 2.5.1); or where a Potential Adjustment Event occurs or we reasonably expect will occur, and we determine that the value of the Secured Property after it is adjusted in relation to that Potential Adjustment Event is, or is likely to be, less than the value of that Secured Property immediately prior to those adjustments being made (see Section for more information). 3.3 What happens if I fail to pay an amount when due in relation to a Loan? It is important to note that if you do not pay an amount owing in relation to a Loan when due, including: repaying a Loan on its Repayment Date; 13

16 paying the interest due on a Loan on its Commencement Date or any Interest Payment Date; repaying some or all of a Loan that becomes repayable early in the circumstances described in Section 3.4.3; or paying any other amount owing to us under in connection with a Loan, such failure may constitute an Early Termination Event, which may entitle us to: - terminate any Options that you hold under the Facility in which case the Option will no longer protect you against falls in the value of the relevant Reference Asset below the relevant Strike Price; - terminate all Loans that you have accessed under the Facility, in which case you will need to repay all of your Loans early. Where you elected to pay interest in: J J arrears, you will also need to pay us any accrued interest which has yet to be paid; or in advance, you may be entitled to receive from us a Loan Break Value (see Section 5.3.2); and - sell some or all of the Secured Property (if the disposal proceeds are insufficient to repay the full amount outstanding, we may also take further action against you to recover the amount outstanding). See Sections 4.4 and 3.4 for more information. 3.4 The Security Arrangements This Section is a summary of some of the features of the security arrangements protecting our interests under the Facility. The terms and conditions of the security arrangements are set out in the Terms and Conditions, in particular the Security Arrangements and the Nominee Terms. You should therefore ensure that you have read and understood the Terms and Conditions before (i) applying for the Facility, and (ii) submitting a Transaction Request for a Loan. We also recommend that you obtain independent legal, taxation and financial advice which takes into account what you currently have, and what you want and need for your financial future before making any investment decision The Mortgage To secure your obligations to us under the Facility (e.g., your obligations to pay money when due), when you enter into a Loan you will be required to mortgage in favour of us: certain property agreed by you and us, including where your have one or more Linked Options for a Loan, all of the Reference Assets for those Linked Options and the Linked Options themselves; all Accretions and sale and disposal proceeds which arise in relation to that property and any relevant Reference Assets; and all of your rights in relation to that property, any relevant Reference Assets, Accretions and any money or other proceeds arising from such property or Reference Assets, (the Secured Property ). We may also require that you hold the Secured Property with the Nominee (see Section 3.4.2). The effect of the Mortgage is that: if an Early Termination Event occurs (see Section 4.4), we may dispose of some or all of the Secured Property in order to recover any amount you owe us; if a Potential Adjustment Event occurs in relation to the Secured Property, we may adjust the Secured Property in any way we consider appropriate. This may include disposing of some or all of the Secured Property or acquiring additional Secured Property. In some circumstances, we may also require you to repay some or all of the Loan prior to its original due date for repayment (see Section for more information); you cannot dispose of, or otherwise deal with, the Secured Property until you have repaid all of the Secured Monies; and you cannot create, or agree to create, any other Security Interest (as defined in Section 7) over the Secured Property The Nominee Arrangements In order to protect our rights under the Facility, you may be required from time to time (and at our direction) to transfer all or part of the Secured Property to a Nominee (Bond Street Custodians Limited). You are not entitled to give any instruction or direction to the Nominee in relation to any Secured Property held by the Nominee which is inconsistent with the Terms and Conditions (e.g. you can not instruct the Nominee to sell or dispose of that Secured Property or to pay any disposal or sale proceeds to you, until you have repaid all of the Secured Monies). 14

17 3.4.3 Adjustments of the Secured Property and potential early repayment of a Loan If a Potential Adjustment Event occurs in relation to the Secured Property, we may: make any adjustment we consider appropriate to the Secured Property (eg, requiring the reinvestment of Distributions); and determine the effective date of such adjustments. As a general rule, the objective of any adjustment to the Secured Property will be, to the extent reasonably practicable, to ensure that the relative value of the Secured Property after the adjustment is made is economically equivalent to the value of the Secured Property prior to that adjustment being made. For example, assume: the Secured Property for a Loan immediately before the Potential Adjustment Event occurs comprises 5,000,000 XYZ Units, valued at $1.10; a Distribution of 10c per XYZ Unit is declared; and in your particular circumstances, no withholding tax or other deductions apply, and you are entitled to receive the full 10c Distribution per XYZ Unit. In these circumstances: the value of each XYZ Unit can be expected to fall by the full amount of the Distribution (10c) down to $1.00 (giving a value for the original 5,000,000 XYZ Units of $5,000,000); you are entitled to receive $500,000 in Distributions (5,000,000 XYZ Units x $0.10); we direct that the full amount of the Distribution be reinvested to acquire additional XYZ Units at the ex- Distribution price of $1.00, resulting in you acquiring an additional 500,000 XYZ Units which we will add to the Secured Property; and the total value of your XYZ Unit holding and the Secured Property following the adjustments is therefore $5,500,000 (being the original 5,000,000 Units, plus the additional 500,000 Units acquired through reinvestment, each currently valued at $1.00). This equals the value of the Secured Property immediately prior to the adjustment (being 5,000,000 XYZ Units each valued at $1.10). In what circumstances may I be required to repay some or all of my Loan in relation to a Potential Adjustment Event? If: a Potential Adjustment Event occurs; or at any time we reasonably expect that a Potential Adjustment Event will occur, the effect of which is, or we reasonably expect will be, that the value of the Secured Property immediately after any adjustments have been made in relation to such Potential Adjustment Event will be less than the value of that Secured Property immediately before those adjustments were made, then we may require you to repay some or all of your Loan prior to its due date for repayment. If you are required to repay some or all of your Loan as a result of a Potential Adjustment Event or expected Potential Adjustment Event, we will give you notice of the amount due, and you will be required to pay the amount specified in that notice within three (3) Business Days of us giving you that notice. If you do not pay the amount required when due, such failure may be treated by us as an Early Termination Event (see Sections 3.3 and 4.4 for more information). It is not possible to identify in advance all of the circumstances which may give rise to a fall in the value of the Secured Property immediately before and after an adjustment is made. One circumstance which may cause this to be the case however is where withholding tax is withheld from a Distribution that we require to be reinvested into additional Units. For example, assume: the Secured Property for a Loan immediately before the Potential Adjustment Event occurs comprises 5,000,000 XYZ Units, valued at $1.10; a Distribution of 10c per XYZ Unit is declared; and in your particular circumstances, withholding tax of 15% is applied to the Distribution. In these circumstances: 15

18 the value of each XYZ Unit can be expected to fall by the full amount of the Distribution (10c) down to $1.00 (giving a value for the original 5,000,000 XYZ Units of $5,000,000); you are entitled to receive $500,000 in Distributions (pre-withholding tax); withholding tax of 15% reduces the amount of the Distribution available for reinvestment down to $425,000 (being (1-0.15) x $500,000); $425,000 is reinvested to acquire additional XYZ Units at the ex-distribution price of $1.00, resulting in you acquiring an additional 425,000 XYZ Units; the revised total value of your XYZ Unit holding is therefore $5,425,000 (being the original 5,000,000 Units, plus the additional 425,000 Units acquired through re-investment, each currently valued at $1.00). As the value of the Secured Property immediately before the adjustments were made in relation to the Potential Adjustment Event ($5,500,000, being 5,000,000 XYZ Units valued at $1.10 each) was greater than the value of the Secured Property after the adjustments made by us in relation to the Potential Adjustment Event ($5,425,000), you may be required to repay $75,000 of your Loan within three (3) days of us giving you notice of that amount being payable (see Sections 3.3 and 4.4 for more details about what happens if you fail to pay the amount when due). This example can be compared to the example given above where there was no withholding tax withheld, with the effect that the full amount of the Distribution (being $500,000) could be reinvested into additional Units and there was no decline in the overall value of the Secured Property for the relevant Loan. What is a Potential Adjustment Event Potential Adjustment Event is defined in Section 7 and includes: a Distribution being declared in relation to a Reference Asset; a rights issue in relation to a Reference Asset; any other event which we determine may have a dilutive or concentrative effect on the value of a Reference Asset. You should refer to the definition of Potential Adjustment Event in Section 7 for full details about what events might be considered by us to be a Potential Adjustment Event. 16

19 Section 4 Risks you should consider Important Information This Section is not intended to be a comprehensive summary of all the risks associated with investing under the Facility but highlights certain risks that we encourage you to consider in detail and discuss with your financial adviser. The risks disclosed in this IM have been divided into the following categories: risks specific to the Facility (Sections 4.1 to 4.8); and general risks (Sections 4.9 to 4.12). You should be aware that there may be other risks which could affect the performance of any investment you make under the Facility (eg, risks associated to the underlying business of any Reference Asset). As such, we recommend that you: * speak to a financial adviser about the risks associated with any investment you propose to make under the Facility; and * consider those risks in light of what you currently have, and what you want and need for your financial future. Section Topic Page 4.1 Exposure to the performance of the Reference Asset 17] 4.2 Counterparty risk Potential Adjustment Events and being required to repay some or all of a Loan early Early Termination The Security Arrangements Discretions Option exercise and Assessed Value Payment (risk of doing nothing in relation to an Option) Potential conflicts of interest Taxation considerations Investment decisions Change of law Inflation and the time value of money 22 Risks specific to the Facility 4.1 Exposure to the performance of a Reference Asset Purchasing an Option will limit your exposure to any fall in the value of the relevant Reference Asset below the Strike Price at the Option s expiry. However, acquiring an Option also means (assuming there are no other costs or expenses involved) that, if you are invested in that Reference Asset directly, the value of the Reference Asset will need to increase by enough to cover the cost of that Option before you can make a positive return on your combined investment in that Reference Asset and the Option. You should therefore carefully consider the prospects of the Reference Asset falling in value below the Strike Price versus the cost of acquiring an Option. Additionally, any Option you acquire may be affected by other matters relating to the Reference Asset. For example: an inability to effect redemptions of the relevant Reference Assets could give rise to a Hedging Disruption, which could in turn result in an early termination of your Facility (see Section 4.4); an inability to effect redemptions may also mean that you are not be able to rely on receiving the redemption proceeds as a way of repaying any Loan or other amount you have to pay to us. This means you may have to find another source of funds to pay any amounts owing to us; and 17

20 a delay or suspension in the publication of pricing for the Reference Asset on expiry of your Option may result in us having to estimate the Final Reference Price of the Reference Asset which may be above or below the next price published (see Section 2.3.2). Being Units in a Managed Fund, the terms and conditions on which a Reference Asset is issued will generally be set out in the relevant product disclosure statement or other offering document for those Units. In general terms, the Issuing Entity of a Unit usually has broad discretions to determine: when, and whether, to accept a redemption request; the price at which such Unit is redeemed; whether to suspend the pricing or redemption of Units; and the time of payment of redemption proceeds (if any). It is important to note that: you are responsible for selecting the Reference Asset for any Option that you enter into; and the past performance of a Reference Asset is not a reliable guide to future performance, which may differ materially. We do not endorse or recommend an investment in any Option relating to any particular Reference Asset, and recommend you: - familiarise yourself with the terms on which any Units you want to nominate as a Reference Asset for an Option are issued by reading the relevant offer document and any constituent document; and - seek independent financial advice about the merits of entering into any particular Option before making any investment decision. 4.2 Counterparty risk Obligations of Macquarie The value of any investment you make under the Facility depends on, among other things, whether we can and do perform our obligations under the Facility. Our obligations under the Facility: are not deposit liabilities of ours; are not guaranteed by any other party; and are unsecured contractual obligations which will rank equally with our other unsecured contractual obligations and unsecured debt (other than liabilities mandatorily preferred by law). In this regard, section 13A(3) of the Banking Act 1959 (Cth) provides that if we become unable to meet our obligations, our assets in Australia shall be available to meet our liabilities in relation to protected accounts, certain costs owed to the Australian Prudential Regulation Authority, and other types of deposits in priority to all of our other obligations, including our obligations under the Facility. Macquarie s insolvency or administration In the event of our insolvency or administration (as those terms are understood under the Corporations Act), you will have the right under the Terms and Conditions, subject to the operation of applicable law, to nominate an Early Termination Event. In these circumstances: 1. all Options that you hold will be terminated (which will mean that the Option will no longer protect you against falls in value of the relevant Reference Asset below the relevant Strike Price); 2. all Loans you have accessed will be immediately due and repayable; 3. we will calculate the Early Lapse Amount (if any) payable to you in relation to the terminated Options; 4. we will calculate, where you have paid interest in advance for a Loan, the Loan Break Value (if any) payable by us to you (see Section 5.3.2), or where you have elected to pay interest in arrears for any Loan, the amount of accrued but unpaid interest you will have to pay to us; and 5. we will calculate the value of any other amounts owed by us to you, or by you to us, under the Facility. Once we have calculated all amounts payable under the Facility, any amounts owing by you to us under the Facility will be set-off against any amounts that we may owe you under the Facility. 18

21 If the amount we owe you is greater than the amount you owe us, we will have to pay you the difference between those two amounts (the balance ) within five (5) Business Days of the Early Termination Date. However in these circumstances, you would be an unsecured creditor of ours and you may not receive all (or any) of the money that we owe you. In particular you should note that, as discussed above, certain liabilities of ours, including our deposit liabilities, will have priority over your claims against us in respect of any amounts that we may owe you under the Facility. You must make your own assessment of our ability to meet our obligations under the Facility. A description of us is set out in Section 6.1. You can obtain up-to-date information about us, including financial information, by either referring to macquarie.com.au/shareholdercentre or by contacting us (see the back of this IM for details) Obligations of the Nominee The Nominee (Bond Street Custodians Limited) is a related body corporate of ours. The Nominee is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Cth), and the Nominee s obligations do not represent deposits with, or liabilities of, Macquarie. We do not guarantee or otherwise provide any assurance in respect of the obligations of the Nominee. The value of any investment you make under the Facility depends on, among other things, whether the Nominee can, and does, perform its obligations under the Facility. 4.3 Potential Adjustment Events and being required to repay some or all of a Loan early If: a Potential Adjustment Event occurs; or at any time we reasonably expect that a Potential Adjustment Event will occur, the effect of which is, or we reasonably expect will be, that the value of the Secured Property immediately after any adjustments have been made to the Secured Property in relation to such Potential Adjustment Event will be less than the value of that Secured Property immediately before those adjustments were made, then we may require you to repay some or all of your Loan prior to its due date for repayment. If you are required to repay some or all of your Loan as a result of a Potential Adjustment Event or expected Potential Adjustment Event, we will give you notice of the amount due, and you will be required to pay that amount within three (3) Business Days of us giving you that notice. If you do not pay the amount required when due, such failure may be treated by us as an Early Termination Event (see Sections 3.3 and 4.4 for more information). 4.4 Early Termination What happens if an Early Termination Event occurs? An Option only provides protection against a fall in value of the Reference Asset below the Strike Price: at the expiry of the Option (and not before, eg, where the Option is terminated or lapsed early); and if you give a valid Cash Settlement Request for the Option. You should however be aware that if an Early Termination Event occurs in relation to your Facility, we may specify a date (the Early Termination Date) on which: all of the Options you hold under the Facility; and all of the Loans you have accessed under the Facility, will terminate. We will generally give you prior notice if we intend to declare an Early Termination Date for your Facility, although in some cases we may not (that is, where we might incur any risk of cost, loss or expense by giving you prior notice). If an Early Termination Date occurs: all of the Loans you have accessed under the Facility will be immediately due and payable; we will determine: - the Early Lapse Amount for all Options you hold under the Facility (see Section 5.3.1); - the Loan Break Value which we will pay to you for all of the Loans you have accessed under the Facility for which you elected to pay interest in advance (see Section 5.3.2); 19

22 - the amount of accrued but unpaid interest you owe us for all Loans you have accessed under the Facility where you elected to pay interest in arrears; and - the value of any other amounts owed by us to you or by you to us, and set-off all amounts owed by you to us against all amounts owed by us to you so that only the difference between those two amounts (the Early Termination Amount) is payable (by the party who owes the other party more) When is the Early Termination Amount payable? If the Early Termination Amount is payable by: you to us, such amount will generally be payable by you within three (3) Business Days of us giving you notice of the amount payable by you. You should however be aware that if the value of the Secured Property for the Facility falls by 5% or more (an Exceptional Circumstance ) during the period from (and including) the Early Termination Date and before payment of the Early Termination Amount is received by us, we may choose to enforce our rights under the Mortgage to dispose of some or all of the Secured Property in order to recover the money due to us. If we subsequently receive your payment of the Early Termination Amount after we have disposed of some or all of the Secured Property, we will return those monies to you (we cannot undo the sale of the relevant Secured Property); or us to you, we will pay that amount to you within five (5) Business Days of the Early Termination Date What is an Early Termination Event? Early Termination Event is defined in Section 7 and includes: if you fail to pay any money when due under the Facility; if you fail to perform or comply with any obligation under the Facility; there is any change after the Commencement Date of a Loan in the rate or level of withholding tax that will apply to any Distributions paid in relation to any Assets or other property forming part of the Secured Property for that Loan; you become subject to an Insolvency Event; you dealing with, or trying to deal with, any of the Secured Property (as defined in Section 7) in a way which is inconsistent with your obligations under the Facility (see Section 3.4 for more information); a Hedging Disruption occurring in relation to either an Option or a Loan (eg, if we are unable, or would incur a materially increased cost, to acquire, dispose of or maintain any asset or transaction we consider necessary to hedge our exposure arising from providing you with that Option or Loan); or we determine, on any day, that a holder of any Units in a Managed Fund that are included in the Secured Property, or would be, unable to either: - effect a redemption of those Units; or - receive the proceeds of such redemption in cleared funds, within eight (8) Business Days of that day. You should be aware that the events which may result in an Early Termination Event occurring may be decided by us (at our discretion) and may include events which are beyond your control. You should refer to the definition of Early Termination Event in Section 7 for full details about what events might cause an Early Termination Event to occur. 4.5 The Security Arrangements The Mortgage If you enter into a Loan, you will be required to mortgage in favour of us: certain property agreed by you and us, including where your have one or more Linked Options for the Loan, all of the Reference Assets for those Linked Options and the Linked Options themselves; all Accretions and sale and disposal proceeds which arise in relation to that property and any relevant Reference Assets; and all of your rights in relation to that property, any relevant Reference Assets, Accretions and any money or other proceeds arising from such property or Reference Assets, (the Secured Property ) in favour of us. This means that: 20

23 you are not entitled to deal with (eg dispose or sell) any of the Secured Property; and if an Early Termination Event occurs in relation to your Facility (eg, if you fail to pay any amount to us when due in relation to a Loan, or perform any other obligation under the Facility), we may enforce the Mortgage and dispose of some or all of the Secured Property to recover any monies owing to us and, if necessary, take further action against you to recover any other monies due to us. We may also adjust the Secured Property in relation to actual or expected Potential Adjustment Events under the Mortgage, which may include acquiring additional Secured Property or disposing of some or all of the Secured Property. We may also require that you repay some or all of a Loan before its due date for payment (see Section 3.4 for more information) The Nominee Arrangements In order to protect our rights under the Facility, you may be required from time to time (and at our direction) to transfer legal title to some or all of the Secured Property to the Nominee. See Section 3.4 for more information about the security arrangements that apply to the Facility. 4.6 Discretions You should note that a number of provisions in the Terms and Conditions confer discretions on us and other members of the Macquarie Group which could affect the value of any investment you make under the Facility. These include the discretion to: declare Early Termination Events and terminate your Options and any Loans prior to their stated Expiry Date or due date for repayment (as the case may be) (see Section 4.4); determine the Final Reference Price of a Reference Asset (see Section 2.3.2); and adjust your Options and the Secured Property in relation to actual or expected Potential Adjustment Events (see Sections and 3.4). The exercise or non-exercise of these discretions could adversely affect any Loan that you have accessed as well as the value of your Options and/or the Reference Assets and/or the Secured Property. You do not have the power to direct us or any other member of the Macquarie Group concerning the exercise of any discretion, however each discretion must be exercised in a reasonable manner. You should read the Terms and Conditions for more information about our discretions and those discretions granted to other members of the Macquarie Group. 4.7 Option exercise and Assessed Value Payment (risk of doing nothing in relation to an Option) No Option is automatically exercised. You may exercise an Option by giving us a Cash Settlement Request (see Section 2.4.1). If you fail to give us a Cash Settlement Request in relation to an Option, and the Final Reference Price is less than the Strike Price, you will only be entitled to receive an Assessed Value Payment in relation to that Option. The Assessed Value Payment is equal to 95% of the Cash Settlement Amount that you would have received had you given a Cash Settlement Request for that Option (see Section for an example of what happens if you do nothing in relation to the expiry of an Option). As doing nothing in relation to an Option may put you in a worse position than if you had given a valid Cash Settlement Request, you should carefully consider your investment objectives before making any decision not to give either a Cash Settlement Request in relation to an Option. 4.8 Potential conflicts of interest We will generally hedge our exposure under an Option, but are not obliged to. Our hedging activities may be conducted in: Assets equivalent to the Reference Assets for that Option or Assets to which the Reference Assets are exposed; and/or options, futures or other derivatives related to Assets equivalent to the Reference Assets for that Option or Assets to which those Reference Assets are exposed. We may effect or unwind a substantial part of our hedging activities as the expiry of an Option approaches, or on the early termination or early lapse of that Option. These hedging activities may affect the value of the Reference Assets or the Assets to which those Reference Assets are exposed, and consequently the value of an Option and the amount you receive, or are required to pay, in relation to an investment you make under the Facility. 21

24 Other conflicts of interest may also arise in relation to the Facility. Please see Section 6.2 for more information about potential conflicts of interests. General risks 4.9 Taxation considerations How tax laws apply to you will depend on your personal circumstances. Therefore, the taxation outcomes of investing under the Facility will also depend on your individual circumstances and we recommend you seek independent taxation advice which takes into account what you currently have, and what you want and need for your financial future before making any investment decision 4.10 Investment decisions It is impossible in a document of this type to take into account what you currently have, and what you want and need for your financial future. Accordingly, nothing in this IM is a recommendation by us or any other member of the Macquarie Group to you to use this Facility or to make an investment in any particular Reference Asset or any other financial product. You should not rely on this IM as the sole basis for any investment decision in relation to the Facility, any particular Reference Asset or any other financial product, but should obtain additional information and where necessary, obtain independent legal, financial and taxation advice Change of law Changes to laws, their interpretation or government administrative practices applicable at the time of investment, including taxation, corporate and immigration laws and practices, could have a negative impact on your investment returns Inflation and the time value of money You should be aware that the amount you receive on exercise of an Option potentially the Cash Settlement Amount is unlikely to have the same real value as it would on the date of the investment due to the likely effect of inflation and the time value of money over the term of the Option. 22

25 Section 5 Fees and other costs Section Topic Page 5.1 The Premium for an Option The interest payable for a Loan Early Lapse Amounts and Loan Break Values Adviser/referral fees Buying and selling Assets under the Security Arrangements Tax Goods and Services Tax (GST) Other fees This Section shows fees and other costs that you may be charged. These fees and costs may be payable by you, deducted from any money we owe you (including any return on your investment), or may be recovered by us exercising our rights under the Terms and Conditions. You should read all the information about fees and costs because it is important to understand their impact on your investment. 5.1 The Premium for an Option The Premium is the cost of an Option payable by you to us. Before making a Transaction Request for one or more Options, you should contact us to discuss the terms of the proposed Options, and to obtain an indicative quote for the Premium for those Options. If your Transaction Request is accepted, you will need to pay us the Premium for those Options on or before the proposed Commencement Date of your Options (an indication of which will be set out in the Transaction Request accepted by us). However when your investment in the Facility involves a combination of a Loan and one or more Options entered into at the same time, we may include some or all of the cost of those Options into the interest rate payable in relation to your Loan (that is, you will not need to pay a separate Premium for the Option(s)). 5.2 The interest payable for a Loan When you enter into a Loan, you will need to pay us interest on that Loan. You may elect to either: pay interest on either a fixed or variable basis; pay interest from your own funds or alternatively, and subject to our consent, capitalise it into your Linked Loan Fixed interest rate for term Where you have elected to fix the interest rate on your Loan, interest will be payable in advance on (or before) the Commencement Date and will be calculated as follows: I = L x R% x T/365 where: I = the amount of interest payable; L = the amount of the Loan outstanding; R = the applicable Interest Rate (as agreed by you and us); and T = the number of days from (and including) the Commencement Date of the Loan to (and excluding) the scheduled Repayment Date of the Loan. Example fixed interest rate This is an illustrative example only. Actual interest rates may differ materially. 23

26 For example, assume on 1 November 2013 (the Commencement Date) you accessed a Loan of $2,000,000 with a Repayment Date of 1 November Assume also the applicable Interest Rate is 6.75%pa. The amount of interest payable by you (I) on or before the Commencement Date is calculated as: I = $2,000,000 x 6.75%pa. x 1461/365. = $540,370 (rounded to the nearest dollar) Variable interest rate Where you have elected to pay your interest in arrears at a variable interest rate, interest on your Loan will: be calculated on each day during the term of the Loan (including the Commencement Date and excluding the Repayment Date); payable in arrears on the first Business Day of the following calendar month; and will be deducted from your nominated bank account (you should ensure you have sufficient cleared funds to allow such payments to be made at the required time). The amount of interest that will accrue each day in relation to a Loan will be calculated as follows: Daily Interest Accrual = L x VR% x 1/365 where: L = the amount of the Loan outstanding on that day; and VR = the applicable Variable Interest Rate, as determined by us in accordance with the method agreed by you and us in your Transaction Request for that Loan. Example variable interest rate This is an illustrative example only. Actual interest rates may differ materially. For example, assume on 1 November 2013 (the Commencement Date) you accessed a Loan of $2,000,000 with a Repayment Date of 1 November Assume also the applicable Variable Interest Rate was 5.75%pa from (and including) the Commencement Date up to (and including) 16 November 2013, after which applicable Variable Interest Rate increased to 6.00%pa. The amount of interest payable by you on 1 December 2013 (in arrears for the month of November 2013 only) is calculated as: I = $2,000,000 x (5.75%pa x 16/ %pa x 14/365) = $9, (rounded to the nearest dollar) 5.3 Early Lapse Amounts and Loan Break Values Options Early Lapse Amounts You should be aware that the Early Lapse Amount may be less than the difference between the Strike Price of your Option and the value of the Reference Asset at the time your investment in that Option ends). You can contact us between 10:00am and 5:00pm (Sydney time) to request an indicative Early Lapse Amount for any Options that you hold. We will endeavour to provide this to you within 5 Business Days of us receiving your request. When your investment in an Option either: ends prior to its Expiry Date due to a request from you which we have consented to (see Section 2.5.1); or is terminated early as a result of an Early Termination Event occurring (see Section 4.4), you may be entitled to receive an Early Lapse Amount in relation to that Option. How is the Early Lapse Amount calculated? The Early Lapse Amount payable by us in relation to an Option (if any) is calculated as the greater of: (1) zero; and (2) the sum of: if the Option Termination Value of the relevant Option is positive, that Option Termination Value; plus any Option Break Gains; 24

27 minus any Option Break Costs. What is the Option Termination Value for an Option and how is it calculated? The Option Termination Value of an Option is the value of that Option to you on the date that Option ends or is terminated early (as the case may be) as calculated by us (acting in a reasonable manner), having regard to: the methodology and practices used by us to determine the cost of the Option to you when it was first acquired; and the factors referred to in the following table. The table below shows: - some of the factors which may affect the amount of the Option Termination Value of an Option; and - how changes in those factors (assuming all other factors remain constant) may affect the Option Termination Value: Factor Amount/change in variable from Commencement Date Effect on Option Termination Value Time to the Expiry Date Negative Price of the Reference Asset Negative Volatility of the price or value of the Reference Asset Positive Interest rates Negative You should be aware that: other factors including current and forecasted economic conditions (eg. inflation) may affect the Option Termination Value; there may be simultaneous moves in two or more of the factors listed above; and while some factors may make a positive contribution to the Option Termination Value, others may make a negative contribution. In this regard it is important to note that the Option Termination Value reflects the final position after all of those positive and negative contributions (if any) have been taken into account. What are Option Break Costs and Gains? It is also important to note that when we enter into an Option with you, this exposes us to market risk (that is, if the value of the Reference Asset moves a certain way, we may gain or lose money). We try to hedge this risk in various ways. If an Early Termination Event occurs, or your investment in an Option is ended because of a request by you that we have consented to, we may need to change the way we have hedged. This may involve considerable cost to us, or may result in us making a gain, in either event which we may pass on to you. As such the Early Lapse Amount will be: - reduced by all costs, expenses and losses (Option Break Costs); and - increased by any gains (Option Break Gains), incurred or made by us in connection with the termination of any Hedge Positions (as defined in Section 7) entered into by us in connection with the Option. Factor Amount Effect on Early Lapse Amount Losses or costs incurred by us in unwinding our Hedge Positions Decrease Gains or profits incurred by us in unwinding our Hedge Positions Increase Loan - Loan Break Value Because the amount of the Loan Break Value will depend on the level of various factors at the time such amount is determined, it is not possible to determine the amount of the Loan Break Value that could apply to a Loan in advance. You can contact us between 10:00am and 5:00pm (Sydney time) on any Business Day to request an indicative Loan Break Value for any Loan that you have accessed. We will endeavour to provide this to you within 5 Business Days of us receiving your request. A Loan Break Value will only be payable to you where you have elected to fix the interest rate on your Loan. If you have a variable interest rate there will be no Loan Break Value associated with an early termination of your Loan, although you 25

28 may have to pay any interest accrued but not yet paid in relation to that Loan if your Loan is terminated or otherwise repaid prior to its scheduled Repayment Date. The Loan Break Value for a Loan will be calculated by us (acting in a reasonable manner) when: an Early Termination Event occurs; if you choose to prepay the Loan prior to its original Repayment Date; or if you choose to end your investment in any Options linked to a Loan (at which time you will also be required to repay that Loan see Section 2.5.1). The Loan Break Value for a Loan will be based on: 1. the amount (if any, and payable by us to you) calculated as the difference (the time value difference ) between: - the amount of the Loan repaid or prepaid (as the case may be); and - the present value of the amount of the Loan repaid or prepaid, as calculated by us; and 2. the amount (if any, and payable by us to you) of any loan margin prepaid by you in respect of the period from the termination or prepayment of that Loan to its Repayment Date. When we grant you a Loan, this exposes us to interest rate risk. That is, if interest rates move a certain way we may gain or lose money. We try to reduce (that is, hedge ) this risk in various ways. If a Loan is repaid or terminated early (which may be at our election), we may need to change the way we have hedged. This may involve considerable cost to us, or may result in us making a gain, in either event which we may pass on to you. As such, the Loan Break Value for a Loan will also take into account the amount of any losses (or gains) incurred by us in unwinding our Hedge Positions (as defined in Section 7) for the Loan. The table below shows: some of the factors which may affect the level of the Loan Break Value for a Loan; and how changes in those factors (assuming all other factors remain constant) may affect the level of the Loan Break Value for a Loan: Factor Amount/Change in factor from Commencement Date Effect on Loan Break Value (if effect is negative, it means we will pay you less, or you may pay us more) Time to original due date for payment of the relevant amount Negative Interest rates Positive Losses or costs incurred by us in unwinding our Hedge Positions Negative Gains incurred by us in unwinding our Hedge Positions Positive You should be aware that: other factors including current and forecasted economic conditions (eg. inflation) may affect the level of the Loan Break Value; there may be simultaneous moves in two or more of the factors listed above; and while some factors may make a positive contribution to the Loan Break Value, others may make a negative contribution. In this regard it is important to note that the Loan Break Value reflects the final position after all of those positive and negative contributions (if any) have been taken into account. 5.4 Adviser/referral fees Important information concerning adviser/referral fees If you notify us that you have agreed to your adviser or any other third party who refers you to us receiving a fee from us in respect of an Option and/or a Loan, then the amount payable by you to acquire such Option (eg, the Premium) and/or the Loan (eg, interest) will be increased by the same amount. That is, you will wear the cost of us paying a fee to such adviser or third party. 26

29 We recommend that, before making any investment decision, you discuss the amount of any fees payable to your adviser or such third party in relation to the Facility, and how that might affect the amount you have to pay to acquire Options and Loans under the Facility Options No fees are payable to your adviser or any third party who refers you to us in respect of an Option, unless you notify us that you have agreed to such person receiving one or more fees in respect of that Option. In these circumstances, we may pay that person: an upfront fee, up to a maximum of 2.20% including GST (if any) of the total value of the Reference Assets on the start date of the relevant Option(s) (as determined by us); and/or one or more fees (payable quarterly in arrears) at the rate agreed by you and that person, up to a maximum of: 1.10%pa including GST (if any) x the value of the Reference Asset for one Option on the start date of that Option (as determined by us) x the number of those Options that you continue to hold at the time of calculation of such fee. For example, assume: you have entered into 500,000 two year Options in relation to 500,000 XYZ Units; on the Commencement Date, we determine that one XYZ Unit has a value of $ The total value of the Reference Assets, as determined by us, is $6,000,000 (being $12.00 x 500,000); and you and your adviser have agreed that the adviser should receive an upfront fee from us in connection with your Options at a rate of 1.10% including GST (if any) of the value of the Reference Assets on the Commencement Date. In this case: 1. your adviser will be paid an upfront fee of $66,000 ($6,000,000 x 1.10%) including GST (if any); and 2. the amount payable by you to acquire that Option will be $66,000 more than it would have been if the adviser was not paid any upfront fee (ignoring the time value of money). Also, assume: you and your adviser have agreed that the adviser should receive quarterly fees from us in connection with your Options at a rate of 0.275%pa including GST (if any) of the value of the Reference Assets on the Commencement Date for each Option that you continue to hold at the fee calculation date; you only hold 250,000 Options on each relevant quarterly fee calculation date. In this case: 1. your adviser will be paid an annual fee of $8,250 ($12.00 X 250,000 x 0.275%pa), paid in arrears in quarterly instalments, meaning your adviser will receive $16,500 over the two year period including GST (if any); and 2. the amount payable by you to acquire that Option will be $16,500 more than it would have been if the adviser was not paid any fees (ignoring the time value of money) Loans No fees are payable to your adviser or any third party who refers you to us in respect of any Loan you access under the Facility, unless you notify us that you have agreed to your adviser receiving one or more fees in respect of a Loan. In these circumstances, we may pay that person: an upfront fee, up to a maximum of 2.20% including GST (if any) of the total Loan amount on the start date of the Loan (as determined by us); and/or a quarterly fee (in arrears) at the rate agreed by you and that person, up to a maximum of 1.10%pa including GST (if any) of the amount of the Loan outstanding at each quarter. For example, assume you have entered into a Loan of $1,000,000 with a term of two years with interest payable in advance and that you and your adviser have agreed that the adviser should receive an upfront fee from us in connection with your Loan at a rate of 1.10% including GST (if any) of the Loan amount. In this case 1. your adviser will be paid an upfront fee of $11,000 ($1,000,000 x 1.10%) including GST (if any); and 2. the amount payable by you to acquire that Loan will be $11,000 more than it would have been if the adviser was not paid any upfront fee (ignoring the time value of money). 27

30 Also, assume ythat you and your adviser agree that the adviser should receive quarterly fees from us (in arrears) in respect of your Loan at a rate of 0.55%pa including GST (if any) of the amount of the Loan outstanding at each quarter. In this case (assuming a constant Loan amount outstanding of $1,000,000): your adviser will be paid an annual fee of $5,500 ($1,000,000 x 0.55%pa) including GST (if any), paid in arrears in quarterly instalments, meaning your adviser will receive $11,000 over the two year period including GST (if any); and the amount you have to pay to access that Loan will be $11,000 more than it would have been if the adviser was not paid any ongoing fees Additional fees and payments We or another member of the Macquarie Group may also make further discretionary payments to your financial adviser/third party referrer. These further payments (if any) are based on a number of factors including the volume of Macquarie Group products sold to your financial adviser's/third party referrer s clients and the relationship between your financial adviser/third party referrer and the Macquarie Group. As the factors on which these payments are based may be unrelated to the Facility and are not recovered from the return you receive under the Facility, it may not be possible to express these payments as a percentage of your investment in the Facility. These payments (if any) are made using the Macquarie Group's own resources and do not affect your Facility. You should ask your financial adviser/third party referrer for further details of any such arrangements Soft Dollar Commissions We or another member of the Macquarie Group may from time to time provide or receive non-monetary benefits, sometimes known as soft dollar commissions. These may be provided to (or received from), for example, financial advisers, brokers or other third parties. These benefits may include, but are not restricted to, research and market information, free or subsidised services, accommodation, broking arrangements, software and sponsorship of seminars and conferences. These benefits, when provided, will be paid by us or another member of the Macquarie Group out of our own or their own resources Other Important Information: Any fees for the Facility are paid by us on the basis that, if you change your adviser/third party referrer, any fees payable after we have received written notice from you of your new adviser/third party referrer will only be paid to your new adviser/third party referrer. The new adviser/third party referrer will be paid the rate of fees for the relevant Loan or Option agreed at the time when the Loan and/or Options were originally acquired; Any remuneration received by your adviser/third party referrer from us may be in addition to any other fees or expenses you have agreed with your adviser/third party referrer for their services; Depending on your arrangements with your financial adviser/third party referrer, the amount of their remuneration may able to be negotiated and they may agree to reduce all or part of their remuneration; Macquarie may decline to pay fees and commissions to any adviser or other third party referrer; and Your adviser/third party referrer should give you details of their remuneration arrangements (including all benefits and commission it receives from us). 5.5 Buying and selling Assets under the Security Arrangements If you have entered into a Loan under the Facility, you will have to, amongst other things, mortgage in favour of us certain Assets (as agreed by us). Under the terms of that mortgage, we may require you to purchase additional Assets (eg, by reinvesting any Distribution payable in relation to Units the subject of the mortgage into additional Units), or, in some cases, require you to dispose of property (and apply the disposal proceeds in satisfaction of monies you owe us). It is important to be aware that in these circumstances, there may be additional fees or costs payable by you in relation to a purchase or sale of a Unit in a Managed Fund to the issuer of the Unit or otherwise (eg buy/sell spreads). It is therefore important that you refer to the product disclosure statement (or other relevant offering document) for the relevant Units to see whether additional fees and costs are charged in relation to any purchase or sale of those Units. 5.6 Tax You should seek your own independent advice about the significant tax implications relating to using the Facility. 5.7 Goods and Services Tax (GST) Unless otherwise stated, fees and charges quoted in this IM are exclusive of GST. However, to the extent that any fees in connection with the Facility are subject to GSTand the fee is not expressed as GST inclusive, you will need to pay an additional amount equal to the GST payable. 28

31 5.8 Other fees Security registration fee Security release fee Dishonours Transfer of facility fee Cheque / telegraphic transfer fee Default interest When a mortgage or other security interest is entered on any register, we may charge a security registration fee. The fee we charge you (if any) will be the the cost to us of registering the mortgage or other security interest. When we release (either partially or fully): a pre-existing security interest on any register (eg, to enable you to enter into any Loan); or our mortgage under the Facility, we may charge a security release fee. This security release fee will be equal to the cost to us of releasing that mortgage or other security interest. Where a direct debit from your nominated bank account dishonours, or where a cheque given to us dishonours, a fee of $50 applies. A fee equal to $1,000 is payable where your Facility, and the underlying Options and Loans) are transferred to a third party (with our consent). A fee equal to $10 is payable when payments to you in connection with the Facility are drawn by cheque, or $35 when payments are made by telegraphic transfer. Default interest is payable where you fail to pay an amount on its due date for payment. Such interest: accrues from (and including) the date on which such payment was due and will continue to accrue until such payment is received by us in cleared and unencumbered funds; and is charged at the Default Rate (currently 4% plus the 90 day bank bill swap bid rate (expressed as a percentage) for that day quoted on the page designated as BBSW on the Reuters Monitor or another page that replaces that system to display the bank bill swap rate). 29 This fee is payable: at the end of the month in which any Transaction Request for one or more Loans is accepted; and by direct debit from your nominated bank account, by deduction from any payment owing to you under the Facility or such other means as we may notify you from time to time. This fee is payable: each time a pre-existing security interest is released; on closure of your Facility; and by direct debit from your nominated bank account, by deduction from any payment owing to you under the Facility or such other means as we may notify you from time to time. This fee is payable: each time a payment dishonour occurs; and by direct debit from your nominated bank account, by deduction from any payment owing to you under the Facility or such other means as we may notify you from time to time. This fee is payable: in the event that you request (and we consent to) a transfer of your Facility or the underlying Options and Loans; and by direct debit from your nominated bank account, by deduction from any payment owing to you under the Facility or such other means as we may notify you from time to time. This fee is payable: in the event that payments under the Facility are drawn by cheque or made by telegraphic transfer; and by direct debit from your nominated bank account, by deduction from any payment owing to you under the Facility or such other means as we may notify you from time to time. Default interest is payable by direct debit from your nominated bank account, by deduction from any payment owing to you under the Facility or such other means as we may notify you from time to time.

32 Section 6 Additional information Section Topic Page 6.1 About us Potential conflicts of interest Substantial shareholdings, takeovers and associations, shareholding restrictions and 31 foreign holders 6.4 Amendments to the Terms and Conditions Enquiries and complaints No cooling-off period Disclaimers About us We (Macquarie Bank Limited) are an authorised deposit-taking institution under section 9 of the Banking Act 1959 (Cth) and a wholly-owned subsidiary of Macquarie Group Limited (MQG). Our Australian financial services licence number is Our obligations under the Terms and Conditions and in relation to the Options are not deposit liabilities of ours, and they are not guaranteed by any other party. They are unsecured contractual obligations which will rank equally with our other unsecured contractual obligations and with our unsecured debt, other than liabilities mandatorily preferred by law. For example, section 13A(3) of the Banking Act 1959 (Cth) provides that in the event we become unable to meet our obligations, our assets in Australia shall be available to meet certain liabilities in priority to all our other liabilities, including our obligations under the Terms and Conditions and in relation to the Options. Such preferred liabilities include, without limitation, certain debts and costs owed to the Australian Prudential Regulation Authority, liabilities in relation to protected accounts and any debts or liabilities to the Reserve Bank of Australia. Further information about us is available from macquarie.com.au. Up-to-date information You can obtain up-to-date information about us, including financial information, by either referring to macquarie.com.au/shareholdercentre or by contacting us (see the back of this IM for details). Disclosure obligations We are listed as a debt listing on the Australian Securities Exchange (ASX). We are also a disclosing entity under the Corporations Act and have a continuous disclosure obligation under that Act and the listing rules of the ASX in respect of the Macquarie Income Securities. This means that, subject to certain exceptions, we must disclose to ASX any information concerning us that a reasonable person would expect to have a material effect on the price or value of Macquarie Income Securities. Copies of the information disclosed to ASX can be viewed on the ASX website: asx.com.au (listing codes MBLHB). 6.2 Potential conflicts of interest Potential conflicts of interest arise because some of the entities involved in this offer are related parties. We and the Nominee (Bond Street Custodians Limited) are both wholly-owned subsidiaries of Macquarie Group Limited ( MQG ), and may have one or more directors who are also senior employees of MQG or other related entities. Members of the Macquarie Group: may hold securities in members of the Macquarie Group and/or hold positions under this Facility; may receive remuneration based on the issue or performance of the Facility, in whole or in part; may buy and sell (whether as principal or agent) financial products related to Options, the Reference Assets or Assets in relation to which the Reference Assets derive their value; may also hold directorships in the Issuing Entities or the issuer of any Assets in relation to which the Reference Assets derive their value; 30

33 may have business relationships or alliances (including joint ventures) with any of the Issuing Entities or the issuer of any Assets in relation to which the Reference Assets derive their value; may be a substantial shareholder of any of the Issuing Entities or the issuer of any Assets in relation to which the Reference Assets derive their value; and may have a commercial relationship with senior executives of an Issuing Entity or the issuer of any Assets in relation to which the Reference Assets derive their value and may sell financial products to, or advise, such senior executives in relation to the Facility or matters unconnected with the Facility. In addition, members of the Macquarie Group may from time to time advise any of the Issuing Entities or the issuer of any Assets in relation to which the Reference Assets derive their value (or their officers) in relation to activities unconnected with the Facility which may or may not affect the value of the Issuing Entities, your Reference Assets, the issuer of any Assets in relation to which the Reference Assets derive their value and any Options. Such relationships and advisory roles may include: acting as manager or joint lead manager in relation to the offering or placement of rights, options or other Reference Assets; underwriting the offering or placement of rights, options or other Reference Assets; advising in relation to mergers, acquisitions or takeover offers; and acting as general financial adviser in respect of, without limitation, corporate advice, financing, funds management, property and other services. These activities may have an affect on the value of your Options and your Reference Assets. 6.3 Substantial shareholdings, takeovers and associations, shareholding restrictions and foreign holders You should seek your own independent advice as to how: Chapters 6, 6A and 6C of the Corporations Act; the Foreign Acquisitions and Takeovers Act 1975 (Cth) and any other Commonwealth or State legislation, or Government policy, relating to foreign ownership of Reference Assets, any property forming party of the Secured Property or interests in Reference Assets or any property forming party of the Secured Property; and any legislation or Government policy which prescribes maximum limits for holders of an Asset or restrictions which may prohibit or limit the interests in an Issuing Entity that you may acquire, may affect your activities under this Facility. 6.4 Amendments to the Terms and Conditions We may, from time to time and on giving you prior written notice, make any change to the Terms and Conditions provided that such change: is necessary in our reasonable opinion to comply with any statutory or other requirements of law or government policy; or does not, in our reasonable opinion, materially prejudice your interests. 6.5 Enquiries and complaints We have procedures for dispute resolution, and they are available to you free of charge. You may make a complaint relating to the Facility directly to us in writing. We will always acknowledge any complaint promptly and provide a substantive response within no more than 45 days. 6.6 No cooling-off period There is no cooling-off period in relation to any investment you make under the Facility. 6.7 Disclaimers Bond Street Custodians Limited (the Nominee) has not authorised or caused the issue of this IM, does not make, or purport to make, any statement in this IM (or any statement on which a statement in this IM is based), and takes no responsibility for any part of this IM. 32

34 Section 7 Definitions This Section is a summary of the definitions contained in the Terms and Conditions. The complete definitions applicable to the Facility are set out in the Terms and Conditions. If your Application for the Facility is accepted by us, you agree to be bound by the Terms and Conditions. You should therefore read and understand the Terms and Conditions before applying for the Facility. You should also obtain independent legal, taxation and financial advice which takes into account what you currently have, and what you want and need for your financial future. ABN means Australian Business Number. Accretions means all money, dividends, distributions, bonus shares, rights, options, securities, units and any other property or instruments of any kind whatsoever, and all allotments, accretions, offers, benefits, privileges and advantages granted, issued or otherwise distributed in respect of, in substitution for, in addition to, or in exchange for, any property forming part of the Secured Property and all of your rights consequent on any conversion, redemption, cancellation, reclassification, forfeiture, consolidation, subdivision, reduction of capital, liquidation or scheme of arrangement or takeover in connection with any property forming part of the Secured Property. AFSL means Australian Financial Services Licence. AML/CTF Laws means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006, rules and other subordinate instruments. Application means an application to us for the Facility by way of an Application Form. Application Form means the application form included in, derived from, or accompanying, this IM. ASIC means the Australian Securities and Investments Commission. Assessed Value Payment has the meaning set out in Section Asset means any Unit, Stapled Security, security or other financial product (whether or not fully or partially paid), including, for the avoidance of doubt, any fraction thereof. ASX means ASX Limited (ABN ) or the securities market conducted by ASX Limited, as the context requires. Australian dollars means the lawful currency of Australia. Business Day means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in Sydney other than a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day and Boxing Day. Cash Settlement means, in relation to an Option that is In-the-Money, settlement of the Option by way of us paying you the Cash Settlement Amount. Cash Settlement Amount means, in relation to an Option, an amount equal to the greater of: 33 (a) the Strike Price minus the Final Reference Price; and (b) zero. Cash Settlement Request means a request for Cash Settlement of an Option (as described in Section 2.4.1). Commencement Date means: (a) for an Option, the date agreed by us and you at the time acceptance of the relevant Transaction Request occurs; provided however that if a Hedging Disruption occurs on such date in respect of any Reference Asset or such day is not a Business Day, we may postpone the Commencement Date to the next relevant Business Day on which no Hedging Disruption occurs; and (b) for a Loan, the date on which we provide you with the proceeds of that Loan (as described in Section 3.1). Confirmation means a document issued by us to you that confirms some or all of the terms of one or more Options and/or Loans (as applicable). Corporations Act means the Corporations Act 2001 (Cth). Default Rate means 4% plus the 90 day bank bill swap bid rate (expressed as a percentage) for that day quoted on the page designated as BBSW on the Reuters Monitor or another page that replaces that system to display the bank bill swap rate, calculated daily. Distribution means any dividends, interest or other distributions of any kind whatsoever with respect to an Asset or any property or right otherwise forming part of the Secured Property (whether or not ordinary in nature, or otherwise considered as special, abnormal, extraordinary or extra). Early Lapse Amount means, in relation to an Option, the sum of the Option Termination Value (if positive), plus any Option Break Gains, minus any Option Break Costs. Early Termination Amount has the meaning set out in Section 4.4. Early Termination Date has the meaning set out in Section 4.4. Early Termination Event means the occurrence of one or more of the following events: (a) a party fails to: (i) pay any money; or (ii) deliver or transfer any Reference Assets, when due, and, other than a failure to pay any money owing after the occurrence of:

35 (1) an Early Termination Event; or (2) an Exceptional Circumstance, such failure has not been remedied within one (1) Business Day; (b) a party fails to duly and punctually perform or comply with any of its obligations (other than as contemplated by sub-paragraph (a)) and such party s failure or non-compliance: (i) has, or may have, a material adverse effect on the other party s substantive rights, and obligations under the Facility; and (ii) is not remedied within two (2) Business Days of the other party notifying such party of the relevant failure or non-compliance; (c) an Insolvency Event occurs in relation to a party; (d) you disposing of any of the Secured Property, or otherwise trying to deal with the Secured Property in any way which is inconsistent with your obligations under the Facility; (e) a party dies or loses capacity (whether mental or otherwise) for any reason whatsoever; (f) a Hedging Disruption occurring in relation to an Option or a Loan; (g) any representation made by a party in connection with a Transaction Document is found to have been incorrect or misleading when made and such party s misrepresentation has, or may have, a material adverse effect on the other party s substantive rights, and obligations under the Facility; unless, if such misrepresentation is reasonably capable of being remedied, the misrepresentation is remedied within two (2) Business Days of such misrepresentation occurring; (h) you creating or allowing to be created any form of Security Interest over any property or rights forming part of the Secured Property; (i) (j) a Tax Event occurring; or if you are a trustee of a trust either: (i) you cease to be the trustee of the trust or any step is taken to either: (1) appoint another trustee of the trust; or (2) remove you as trustee of the trust, in either case without our consent; or (ii) an application or order is sought or made in any court for: (1) your removal as trustee of the trust; or (2) the property of the trust to be brought into court or administered by the court or to be brought under its control. Exceptional Circumstance has the meaning set out in Section Expiry Date means, for an Option, the date agreed by you and us at the time acceptance of the relevant Transaction Request occurs, as adjusted in accordance with the Terms and Conditions (clause 1.6 of the General Conditions) if such date is not a Business Day. Facility or Macquarie Option and Loan Facility means the facility for acquiring Options and Loans offered on the terms and conditions set out in the IM and the Terms and Conditions. Final Reference Price, in relation to a Reference Asset, is determined in the manner described in Section General Conditions mean section 5 of the Terms and Conditions. Glossary means section 6 of the Terms and Conditions. GST means any goods and services tax levied under the GST Act. GST Act means A New Tax System (Goods and Services Tax) Act Hedge Positions means: (a) in relation to an Option, any of the following: (i) Assets equivalent to a Reference Assets or any Assets in relation to which a Reference Asset derives its value; (ii) derivatives relating to Assets equivalent to the Reference Assets or any Assets in relation to which a Reference Asset derives its value; and (iii) any other transactions or assets we reasonably consider necessary; and (b) in the case of a Loan, any transactions or assets we reasonably consider necessary. Hedging Disruption occurs, in relation to an Option or a Loan where: (a) we are unable, where due to: (i) Internal Trading Restrictions; (ii) legal or regulatory issues; or (iii) any other circumstances(s) or event(s) beyond our reasonable control, to acquire, substitute, maintain, unwind or dispose of any Hedge Positions in respect of such Option or Loan, or realise, recover or remit the proceeds of any such Hedge Positions; (b) due to either: (i) the adoption of, or any change in, any applicable law or regulation, including any tax law; (ii) any change in the interpretation by any court, tribunal or regulatory authority of any applicable law or regulation (including any action taken by a taxing authority); 34

36 (iii) any reduction in the liquidity of any Hedge Positions (other than as a result of our own actions); or (iv) any other circumstance(s) beyond our reasonable control, we have incurred, or will incur, a materially increased cost to acquire, substitute, maintain, unwind or dispose of any Hedge Positions in respect of such Option(s) or Loan(s), or realise, recover or remit the proceeds of any such Hedge Positions when compared with circumstance existing on the Commencement Date of the Option(s) or Loan(s) (as the case may be); (c) in the case of a Reference Asset that is a Unit, we determine on any day that a hypothetical holder of that Unit would be, or is, unable to: (i) effect a redemption of the Unit; or (ii) receive the proceeds of a redemption of the Unit in cleared funds, within eight (8) Business Days of that day; (d) the relevant Issuing Entity or Managed Fund (as the case may be) is, or will be subject to, an Insolvency Event; or (e) a Potential Adjustment Event occurs in relation to which clause 6 of the Option Agreement applies, provided however that where we determine that, notwithstanding the occurrence of such event: (i) we would be able to continue to effectively manage our risk, on an on-going basis, if the Option or the Loan (as the case may be) were to remain on issue; and (ii) we would not incur a material increase in costs in managing our risk, on an on-going basis, if the Option or the Loan (as the case may be) were to remain on issue, we may elect to not treat such event as a Hedging Disruption. In-the-Money means, in relation to an Option, the Final Reference Price being below the Strike Price. IM means the Macquarie Option and Loan Facility Information Memorandum issued by Macquarie and dated 28 October 2013, as may be amended or supplemented from time to time. Initial Reference Price means, in relation to a Reference Asset for an Option, the price or value at which that Reference Asset could be issued to a person on the Commencement Date of the Option; or, if such price or value is not available, such other price or value as is reasonably determined by us. Insolvency Event means in relation to a party: (a) where a party is a corporation: 35 (i) except to reconstruct or amalgamate while solvent, an application is made for an order, a meeting is convened to consider a resolution, a resolution is passed or an order is made that the party be wound up or otherwise dissolved or that an administrator, liquidator or provisional liquidator of the party be appointed; or (ii) a receiver, receiver and manager, administrator, controller, trustee or similar officer is appointed in respect of all or any part of the business, assets or revenues of the party; (b) the party dies, becomes insolvent (or is presumed to be insolvent under any applicable law) or is subject to any arrangement, assignment or composition (except to reconstruct or amalgamate while solvent), or is protected from any creditors or otherwise unable to pay their debts when they fall due; (c) where a party is an individual, the party commits an act of bankruptcy or is insolvent (as that term is understood for the purposes of the Bankruptcy Act 1966 (Cth)), or any other analogous term under any analogous legislation; (d) as a result of the operation of the Corporations Act, the party is taken to have failed to comply with a statutory demand and such failure has a material adverse effect on the other party s substantive rights, and obligations under the Facility; or (e) anything analogous to, or of a similar effect to, anything described above occurring in relation to a party. Interest Payment Date means each date on which interest in relation to a Loan is payable, as agreed by you and us, provided that if such day is not a Business Day, the immediately following Business Day. Interest Rate means, in respect of a Loan, the rate agreed by you and us at the time acceptance of the relevant Transaction Request occurs, which may be either a fixed rate, or a Variable Interest Rate (or a method for determining a Variable Interest Rate). Internal Trading Restrictions means any internal restriction imposed on us that has the effect of limiting our ability to acquire, substitute, maintain, unwind or dispose of any Hedge Positions in relation to a Series, including where: (a) the Macquarie Group is advising an Issuing Entity in relation to a proposed Potential Adjustment Event; or (b) any further acquisitions or substitutions of any Hedge Positions or the Reference Asset for an Option may require us, or another member of the Macquarie Group, to make a take-over offer in relation to the Reference Asset or the issuer of any Hedge Positions under the Corporations Act or any other applicable or analogous law in any overseas jurisdiction. Investor means the party submitting an Application for the Facility.

37 Issuing Entity means in relation to a Reference Asset, the entity that issued that Reference Asset and in the case of a Stapled Security, any of the entities which issued an Asset forming part of that Stapled Security. Loan means a loan described in Section 3 of this IM. Linked Options means in relation to a Loan, any Options nominated in the Transaction Request which have a Repayment Date equivalent to the Expiry Date of the Options. Loan Agreement means section 2 of the Terms and Conditions. Loan Break Costs, in respect of a Loan, is described in Section Loan Break Gains, in respect of a Loan, is described in Section Loan Break Value, in respect of a Loan, is described in Section Macquarie, we, us means Macquarie Bank Limited (ABN and Australian Financial Services Licence No ). Macquarie Entity means Macquarie and any of its related bodies corporate (as defined in the Corporations Act). Macquarie Group means the Macquarie Entities, and their employees, officers and directors. Managed Fund means a managed investment scheme (as defined by section 9 of the Corporations Act) that is not listed on any exchange. Mortgage means the mortgage described in Section 3.4. Nominee means Bond Street Custodians Limited (ABN and AFSL ), or such other entity as Macquarie may nominate from time to time. Nominee Terms means section 4 of the Terms and Conditions. Option means an option granted by us to you and governed by the Terms and Conditions. Option Agreement means section 1 of the Terms and Conditions. Option Break Costs in respect of an Option, are described in Section Option Break Gains in respect of an Option, are described in Section Option Termination Value in respect of an Option, is described in Section Potential Adjustment Event means, in relation to a Reference Asset or any part of the Secured Property, any one or more of the following: (a) a subdivision, consolidation or reclassification of the Reference Asset or any part of the Secured Property; (b) a distribution, issue or dividend to existing holders of a Reference Asset or any part of the Secured Property of (i) one or more Assets; or (ii) other share capital granting the right to payment of dividends, distributions and/or the proceeds of liquidation of the relevant Issuing Entity (or any other entity); or (iii) any other type of rights, warrants or other assets; (c) a Distribution; (d) a redemption, cancellation or re-purchase by the Issuing Entity or any of its related bodies corporate of Reference Assets or any part of the Secured Property, whether out of profits or capital and whether the consideration for such redemption, cancellation or repurchase is cash, Assets or otherwise; (e) a tender offer, exchange offer or a takeover bid for Reference Assets or any part of the Secured Property or any analogous offer; (f) a consolidation, amalgamation, de-merger, merger or binding share exchange of the Issuing Entity with or into another entity or person; (g) any amendment or change to the terms, or cancellation, of a Potential Adjustment Event previously announced by an Issuing Entity; and (h) any other event which Macquarie reasonably determines may have a dilutive or concentrative effect on the theoretical value of the Reference Assets or any part of the Secured Property. Premium means, for an Option, the amount (if any) determined by us and agreed by you. PPSA means the Personal Property Securities Act 2009 (Cwlth). Reference Asset means for an Option, the Assets to which that Option relates (as adjusted from time to time in accordance with the Terms and Conditions). Repayment Date means, in relation to a Loan, the date agreed by you and us at the time the relevant Transaction Request is accepted. Section means a section of this IM. Secured Monies means all of your obligations and liabilities to us under the Facility (whether liquidated or not, and whether contingent, prospective or currently accrued or due, and whether relating to paying money or performing or omitting any act or things and including all claims for damages). Secured Property means: (a) any asset or property you and us may agree at the time of acceptance of your Transaction Request for a Loan, which will include all of the Reference Assets for each Linked Option and the Linked Options themselves; and (b) (c) all Accretions to those assets, property and Reference Assets (as adjusted from time to time); all Assets and Accretions held by the Nominee from time to time; 36

38 (d) any other asset or property you and us may agree from time to time; and (e) the proceeds of any sale or redemption of any of the assets or property described in paragraphs (a), (b), (c) or (d). Security Arrangements means section 3 of the Terms and Conditions. Security Interest includes any: (a) security interests under the PPSA or security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust or title retention or flawed deposit arrangement; (b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of setoff; (c) right that a person (other than the owner) has to remove something from land (known as a profit a prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or (d) third party right or interest, or any right arising as a consequence of the enforcement of a judgment, or any agreement to create any of them or allow them to exist. Series means a series of Options with the same terms. Stapled Security means a combination of any financial product, unit, or security (or combination thereof). Strike Price means, for an Option, either the price: (a) agreed by you and us; (b) determined in accordance with the method agreed by you and us; or (c) if sub-paragraphs (a) and (b) do not apply, the price determined by multiplying the Strike Price Percentage by the Initial Reference Price, as adjusted from time to time in accordance with the Terms and Conditions. Strike Price Percentage means, in relation to an Option, the strike price percentage agreed by you and us at the time acceptance of the relevant Transaction Request occurs. Tax includes any tax, levy, impost, deduction, charge, rate, duty or withholding which is levied or imposed by a government or government agency, and any related interest, penalty, charge, fee or other amount. Tax Event occurs when, after the Commencement Date of a Loan, there is any change in the amount of any Tax that we, or the Issuing Entity of any of the Secured Property are, or will become, required to deduct from any payment (including Distributions) to be made to you in connection with: (i) in the case of a payment from us, this Facility; or (ii) in the case of a payment from the Issuing Entity of any of the Secured Property, any of the Secured Property. Terms and Conditions means the terms and conditions of the Facility as set forth in the Transaction Documents (other than the Application Form). Transaction Documents means: (a) (b) (c) (d) (e) (f) (g) (h) (i) the Option Agreement; the Loan Agreement; the Security Arrangements; the Nominee Terms; the General Conditions; the Glossary; any Confirmation; the Application Form; and any other document or instrument that the parties agree in writing to be a Transaction Document from time to time. Transaction Request means a request in writing by you to: (a) acquire one or more Options (as described in Section 2.1.1); or (b) drawdown a Loan (as described in Section 3.1.2). Units means one or more units or in interests in a Managed Fund, including for the avoidance of doubt, any fraction thereof. 37

39 Section 8 How to apply for the Facility Who can apply to invest? All applicants for the Facility must be Wholesale Clients, as defined in section 761G of the Corporations Act. This includes investors who have provided to us an accountant s certificate which is less than two years old indicating that they have either: net assets of at least $2.5 million; or a gross income for each of the last 2 financial years of at least $250,000 a year. How to submit your Application Form Please submit your Application Form and any required accompanying documents (including, if required, verification of income) in either of the following two ways: Mail Mail the completed Application Form to: Client Service Macquarie Option and Loan Facility GPO Box 4294 SYDNEY NSW 1164 Facsimile or The completed Application Form may be sent by facsimile to or to structuredinvestments@macquarie.com, If you fax or your Application Form, we may act on your fax/ instructions, but you should also send the original Application Form to us for our records.. Please ensure that applications are sent to the address or fax number referred to in this IM. Alternatively, if we have notified you of any change in our details, please ensure that you send your application to the updated address or fax number. We accept no responsibility for applications that have been sent to an incorrect address or fax number, including addresses and fax numbers of other parts of the Macquarie Group that are not referred to in this IM. You are responsible for ensuring that you use the correct contact details and accept that if incorrect contact details are used, your application may be delayed or not processed. Please call Client Service on if you would like to confirm our address or fax number. Delays when an Application Form is incomplete As part of MFPML s obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (AML/CTF Act), AML/CTF Act, we cannot accept or process an application to invest until we are satisfied that the identity of the investor has been verified in accordance with the AML/CTF Act. Where an application is unable to be finalised for AML/CTF Act reasons or is otherwise incomplete, we will seek to contact you to obtain the missing or additional information. Your application will not be accepted by us, nor any Loans or Options issued to you, unless our AML/CTF Act verification has been completed or other issues have been adequately addressed to our satisfaction. Any money we received from you will be held in a non-interest bearing trust account while we complete the AML/CTF Act verification or address the outstanding issues. If we are unable to complete the AML/CTF Act verification or other issues relating to your application are not addressed to our satisfaction, we will return any application money to you before the end of one month starting from the day on which we receive your application money (or if this is not reasonably practicable, by the end of such longer period as is reasonable in the circumstances). We will not be liable to any prospective investor for any losses, including market movements, if an application is rejected or the processing of an application is delayed. Cooling-off period As the Loans and Options are only available to Wholesale Clients, no cooling off rights exist in relation to either. Enquiries and complaints We have procedures in place to consider enquiries and complaints within 45 days of receiving them. If you have any enquiries or complaints you may contact us on between 8.30am and 5.30pm Sydney time, Monday to Friday or write to us at: Macquarie Bank Limited GPO Box 4294 Sydney NSW 1164 Our procedures ensure that we deal with complaints within 45 days of receipt. 38

40 Macquarie Option and Loan Facility/ 麦格理期权和贷款产品 Application Form / 申购表 Information Memorandum dated 28 October 2013 信息备忘录 2013 年 10 月 28 日 This is the Application Form for the Macquarie Option and Loan Facility (Facility) issued by Macquarie Bank Limited ABN (MBL) through the Information Memorandum dated 28 October 2013 (Facility IM). Terms defined in the Facility IM have the same meaning in this Application Form. The Facility IM contains important information about the Facility. Before completing this Application Form please read the Facility IM, a copy of which accompanies this Application Form. If you require an additional copy of the Facility IM please contact MBL on / 本表是麦格理银行有限公司 ( 公司注册号 , 以下简称 MBL) 通过 2013 年 10 月 28 日的信息备忘录 ( 以下简称产品信息备忘录 ) 出具的麦格理期权和信贷产品 ( 以下简称产品 ) 申购表 产品信息备忘录中定义的术语在本申购表中有相同含义 产品信息备忘录包含了产品相关的重要信息 在填写本申购表之前, 请阅读本申购表所附的产品信息备忘录 如果您需要产品信息备忘录的额外副本, 请拨打 联系 MBL. Please consult your financial and investment advisers as to the appropriateness of an investment under the Facility for you, taking into account your objectives, financial circumstances and needs and do not invest unless you understand the Facility. / 关于产品下的投资是否适合您, 请咨询您的金融和投资顾问, 并考虑您的目标 财务状况以及需求 如果您对产品不了解, 请勿进行投资 Information in the Facility IM may change from time to time. Where a change to information is not materially adverse to investors, we may update the Facility IM by publishing an update at macquarie.com.au/sivfunds. / 产品信息备忘录中的信息可能不时发生变更 如果信息变更不会对投资者造成重大影响, 我们可通过在 macquarie.com.au/sivfunds 上发布更新而对信息备忘录进行更新 1