Wentworth Williamson Fund Information Memorandum

Transcription

1 Wetworth Williamso Fud Iformatio Memoradum Trustee Wetworth Williamso Maagemet Pty Limited ACN Wetworth Williamso Fud is a uregistered maaged ivestmet scheme. This Offer is limited to Wholesale Ivestors as defied by the Corporatios Act 2001 (Cth). This Offer is oly ope to Ivestors who receive this Iformatio Memoradum i Australia ad does ot costitute a Offer i ay place which, or to ay perso to whom, it would ot be lawful to make such a Offer.

2 IMPORTANT INFORMATION This Iformatio Memoradum is issued by Wetworth Williamso Maagemet Pty Limited (WW) (ACN ) i its capacity as Trustee of the Wetworth Williamso Fud (Fud). WW is also the Ivestmet Maager of the Fud. The Trustee is a corporate authorised represetative (Australia Fiacial Services (AFS) Represetative No of Moash Private Capital (MPC) Pty Ltd ACN which holds AFS Licece No ) This documet is oly provided to Wholesale Cliets, as defied uder the Corporatios Act 2001 ad the Corporatios Regulatios 2001, ad their professioal advisers i Australia. This is ot a Offer to ay perso who is ot a Wholesale Ivestor, or is it a Offer i ay place i which, or to ay perso to whom, it would ot be lawful to make such a Offer. This Iformatio Memoradum has ot bee, or is it required to be, lodged with the Australia Securities ad Ivestmets Commissio uder the Corporatios Act This Offer relates to the sigle class of Uits i the Fud offered uder this Iformatio Memoradum. Recipiets of this Iformatio Memoradum should ot cosider the cotets of this Iformatio Memoradum as advice or a recommedatio to purchase Uits i the Fud. Recipiets should coduct their ow equiries ad seek advice from their fiacial ad other professioal advisers before applyig to subscribe for Uits i the Fud. To the maximum extet permitted by law, either WW or ay of its directors, officers, employees, advisers or cosultats, or ay of their respective associates accept ay liability or resposibility for ay loss or damage (however caused icludig without limitatio for egligece) arisig from reliace placed o the iformatio cotaied i this Iformatio Memoradum. 2 All iformatio i this Iformatio Memoradum is correct as at the issue date of this Iformatio Memoradum, beig November 2013 ad icludes statemets based o curret expectatios of WW as at that date. Statemets of itet or expectatio should ot be take to be a predictio or warraty that those evets will occur. Neither of WW, its officers ad ay persos amed i this Iformatio Memoradum or ivolved i the preparatio of this Iformatio Memoradum makes ay represetatio or warraty (either express or implied) as to the accuracy or likelihood of fulfilmet of ay statemet of itet or expectatio, or ay evets or results expected or implied i ay such statemet. Each Recipiet is etirely resposible for all costs icurred by it or o its behalf i relatio to its participatio i the Offer. Uder o circumstaces will a Recipiet be etitled to receive ay idemificatio, refud or compesatio from WW, the Custodia, MPC ad/or their advisers i respect of costs icurred by it or o its behalf i relatio to its participatio i the Offer, eve if the Offer is cacelled, varied, supplemeted, superseded or replaced by WW. Applicatios for ivestmet i the Fud are ot subject to ay coolig-off period after a Applicatio has bee submitted. Uder o circumstaces will a Recipiet be etitled to withdraw a Applicatio without the coset of WW. Ivestmets i the Fud are ot deposits with or liabilities of the Fud, WW or MPC. Ivestmets i the Fud are subject to ivestmet risk, icludig possible delays i repaymet ad loss of icome ad pricipal ivested. WW does ot guaratee ay particular rate of retur or the performace of the Fud, or does it guaratee the repaymet of capital by the Fud. Past performace of ay officer, executive ad/or employee of WW does ot guaratee future performace of the Fud. The iformatio i this Iformatio Memoradum is geeral iformatio oly ad does ot take ito accout the idividual ivestmet objectives, fiacial situatio ad particular eeds of Ivestors. Because of this, Recipiets should cosider the appropriateess of this Fud havig regard to their idividual objectives, fiacial situatios ad eeds. WW recommeds that Recipiets seek idepedet advice from their fiacial adviser before ivestig. This Iformatio Memoradum must be read i cojuctio with the Fud s Costitutio. Prospective Ivestors should review the Costitutio for further iformatio regardig the rights ad obligatios of Uitholders i the Fud ad the rights ad obligatios of WW as Trustee. To the extet there are ay icosistecies betwee the Costitutio ad the Iformatio Memoradum, the Costitutio prevails. Uless otherwise idicated, all fees quoted i this Iformatio Memoradum are exclusive of the effect of GST ad ay iput tax credits ad all Dollar amouts refer to Australia Dollars.

3 CONTENTS LETTER FROM THE CHAIRMAN 4 1. FUND AT A GLANCE 5 2. GLOSSARY OF TERMS 6 3. ABOUT THE FUND 8 4. ABOUT THE TRUSTEE AND MANAGER ABOUT THE CUSTODIAN, ADMINISTRATOR AND REGISTRAR KEY RISKS FEES & EXPENSES TAXATION APPLICATION, REDEMPTIONS AND DISTRIBUTIONS HOW TO INVEST IN THE FUND CONSTITUTION OF THE FUND ADDITIONAL INFORMATION COMMUNICATIONS POLICY DIRECTORY 26

4 Dear Ivestor, We do ot believe the uderlyig value of most compaies chage much from oe week to the ext. However, the price of shares of those compaies have ofte bee subject to huge volatility. Our opportuity is to beefit from share price volatility i a world of a icreasigly short term focused ivestmet commuity. Most of the time we have foud fertile groud for acquirig shares i compaies that are temporarily out of favour with ivestors. However, o may other occasios we simply have foud outstadig little gems i small compaies that are overlooked by large istitutioal ivestors ad the army of sell side aalysts ad promoters. With this i mid, I decided to get together agai with James Williamso ad ivest to achieve this goal. James is oe of the most taleted ivestmet aalysts ad maagers I have had the pleasure of workig with. James previously ra the Ivestec Australia Equity Fud ad more recetly worked at Alla Gray. We have bee asked by others to ivest alogside us ad accordigly decided to lauch the Wetworth Williamso Fud, which is maaged by Wetworth Williamso Maagemet Pty Limited ad will operate withi the regulatory ad risk cotrol framework of Moash Private Capital Pty Limited, which I also chair. 4 We ited to maage risk with a portfolio of assets ad our research based culture. We coduct thorough due diligece before acquirig a sigle share i a compay. I time, our boutique Fud is aimig to be large eough to ifluece chage o may of our ivestmets where required but small eough to remai imble ad true to our promise to our cliets ad ourselves. I am pleased to ivite you to subscribe for Uits i the Wetworth Williamso Fud, a cocetrated value fud which ivests i Australia ad New Zealad securities ad maaged by us. Presetly, etities associated with James Williamso ad I, together with our closest associates ad family, have already subscribed for Uits i the Fud. This Iformatio Memoradum cotais importat iformatio about the Fud ad the Offer icludig details of the risks ivolved i a ivestmet i the Fud. This Offer is oly made to Wholesale Ivestors ad does ot take ito accout your idividual ivestmet objectives, fiacial situatio ad particular eeds. For these reasos, I urge you to read the Iformatio Memoradum carefully ad to cosult your accoutat, ivestmet, fiacial or other professioal advisers before you decide to participate i the Offer. I look forward to welcomig you as a ivestor i the Fud. Yours faithfully, Geoffrey H Levy, AO Chairma Wetworth Williamso Maagemet Pty Limited Wetworth Williamso Maagemet Pty Limited ABN Level 18, 167 Macquarie Street, Sydey NSW 2000 T Corporate Authorised Represetative of Moash Private Capital Pty Limited AFSL

5 1. FUND AT A GLANCE Name of Fud Trustee ad Ivestmet Maager Structure Wetworth Williamso Fud. Wetworth Williamso Maagemet Pty Limited (AFS Represetative No ). Ulisted maaged ivestmet scheme (uregistered). Uits offered comprise a uit i the Fud. Custodia is Sadhurst Trustees Limited, a wholly owed subsidiary of Bedigo ad Adelaide Bak Limited. Admiistrator is Uity Fud Services Pty Limited ad Registrar is Oe Registry Services Pty Limited. Compliace ad risk maagemet to be provided by MPC. Ivestmet Objective 1 Ivestmets Miimum Ivestmet Ivestmet Outlook Applicatios Redemptios Uit Pricig To ear log term returs superior to that of our competitors with less-tha-average risk of loss. The Fud will seek out ivestmet opportuities i Australia ad New Zealad securities. These securities are selected by WW through a disciplied, research itesive approach. $250,000 or less at the discretio of WW. If you are applyig for $500,000 or more you will automatically be deemed a Wholesale Cliet ad o additioal documetatio is required for the purposes of satisfyig the Wholesale Cliet requiremets. If you are ivestig less tha $500,000, you will eed to satisfy WW that you are a Wholesale Cliet. 5 years. Mothly, o the first busiess day of each moth, ad/or such other time or times as WW may determie (Subscriptio Day). Mothly, at the last busiess day of each moth, ad/or such other time or times as WW may determie (Redemptio Day) followig 30 days writte otificatio. Mothly as at the last busiess day of each moth (Valuatio Day), but WW may elect to calculate uit pricig at shorter itervals. 5 Buy / Sell spread Equal to the UNAV as at the immediately precedig Valuatio Day plus 0.25% for Applicatios ad mius 0.5% for redemptios. Maagemet Fee Performace Fee GST Distributios Applicatios 1.25% per aum of the et asset value of the Fud charged ad payable o a mothly basis 20% of the icrease i the et asset value of the class of Uits (after deductio of Maagemet Fees) above the Bechmark, subject to a High Water Mark 2. The Bechmark is the Reserve Bak of Australia Cash Rate plus 2. 5% p.a. The Performace Fee will accrue mothly ad is payable quarterly i arrears. All fees quoted i this Iformatio Memoradum are exclusive of the effect of GST ad iput tax credits. The Fud may be charged additioal amouts for GST ad be etitled to claim Reduced Iput Tax Credits i respect of certai fees. At least aually at or aroud 30 Jue all distributable icome reivested ito additioal Uits (o buy/sell spread costs) or whe requested credited to a desigated Australia bak accout. Applicatio Forms are available at These ca be completed electroically, prited ad set to the Registrar. 1 There ca be o assurace the Fud s Ivestmet Objective will be achieved. 2 The High Water Mark is a amout equal to highest et asset value per uit at the ed of a period sice a Performace Fee was last paid, adjusted for ay distributios made.

6 2. GLOSSARY OF TERMS Admiistrator Uity Fud Services Pty Limited of Level 13, 20 Huter Street, Sydey NSW Applicat Applicatio Applicatio Form Applicatio Moies APRA ASIC ASX Bechmark Costitutio The perso or persos whose ame appears o the Applicatio Form. A applicatio for Uits pursuat to this Iformatio Memoradum. The applicatio form available at The moey a Applicat uses to apply for Uits i the Fud. Australia Prudetial Regulatio Authority. Australia Securities ad Ivestmets Commissio. Australia Securities Exchage. Reserve Bak of Australia Cash Rate plus 2.5% as its bechmark. The Trust Deed of the Fud (as ameded from time to time), a summary of which is i Sectio 11 of this Iformatio Memoradum. 6 Custodia Sadhurst Trustees Limited (ABN AFSL ) of Level 5, 120 Harbour Esplaade, Docklads, VIC 3008, a wholly owed subsidiary of Bedigo ad Adelaide Bak Limited. Dollars or A$ Fud High Water Mark Ivestmet Maager Ivestor Maagemet Fee Australia dollars. Wetworth Williamso Fud. A amout equal to highest et asset value per uit at the ed of a period sice a Performace Fee was last paid, adjusted for ay distributios made. Wetworth Williamso Maagemet Pty Limited (ACN , AFS Represetative Number ) of Level 14, 167 Macquarie Street, Sydey NSW A idividual, or trust or compay with a ivestmet i the Fud. The base maagemet fees payable to the Ivestmet Maager. MPC Moash Private Capital Pty Limited (ACN AFSL ) of Level 14, 167 Macquarie Street, Sydey NSW NAV Offer Performace Fees Recipiets NAV meas the Net Asset Value of the Fud determied i accordace with the Costitutio. The offer of Uits made uder this Iformatio Memoradum. The performace fees payable to the Ivestmet Maager i accordace with Sectio 7 of this Iformatio Memoradum. Recipiets of this Iformatio Memoradum.

7 2. GLOSSARY OF TERMS (cot d) Redemptio Request RITC Trustee UNAV Uitholder Uits Wholesale Ivestor WW The redemptio request form which is available by cotactig the Ivestmet Maager at Reduced Iput Tax Credit. The Fud may be etitled to claim reduced iput tax credits (equal to 75% of the amout of GST paid) i relatio to acquisitios (e.g. brokerage, Maagemet Fees), thereby reducig the et GST cost bore by the Fud. Wetworth Williamso Maagemet Pty Limited (ACN , AFS Represetative Number ) of Level 14, 167 Macquarie Street, Sydey NSW UNAV meas the Net Asset Value per Uit determied accordig to the Costitutio. The perso or persos registered i the Uit register as a holder of Uits. Uits i the Fud. Wholesale cliets as defied uder the Corporatios Act 2001 ad the Corporatios Regulatios Wetworth Williamso Maagemet Pty Limited (ACN , AFS Represetative Number ) of Level 14, 167 Macquarie Street, Sydey NSW

8 3. ABOUT THE FUND WW is a Australia based equity fud maager which is the Trustee ad Ivestmet Maager of the Wetworth Williamso Fud. WW operates as a authorised corporate represetative (AFS Represetative No ) of MPC. MPC holds a Australia Fiacial Services Licece (AFSL ) which authorises it to operate the Fud as a uregistered maaged ivestmet scheme. The Ivestmet Objective of the Fud is to ear log term returs superior to that of our competitors with less-thaaverage risk of loss. 3.1 FUND STRATEGY The core portfolio ca cosist of up to 25 Australia ad/or New Zealad securities at ay give time. We have the ability to ivest i dual listed securities o a exchage outside Australia ad New Zealad. WW has the ability to seek opportuities i ay Australia or New Zealad listed securities. However, the bulk of the portfolio is is likely to be domiated by mid-capitalisatio compaies, whose seior maagemet are accessible to WW staff. The Fud has the ability to ivest i exchageable securities such as warrats ad covertible otes i listed Australia ad New Zealad etities. WW will aim to limit its exposure i ay oe security. To achieve this, it is iteded that as a geeral priciple ay give security will ot typically represet more tha 10% of the Fud portfolio. However, should a sigificat opportuity arise, WW may deviate from this priciple. 8 Give WW s medium to log term ivestmet time horizo ad philosophies, there should be low turover i ivestmets. However, if a sigificat opportuity to trade at a acceptable level of profit arises, WW will ot prevet the Fud from takig advatage of such opportuities. Similarly, if WW loses cofidece i a particular ivestmet it will trade the Fud out of its positio i the best possible way. While ivestigatig potetial opportuities or sellig ivestmets, WW may allow cash levels to build up. Cash will ot be ivested i securities purely for the sake of ivestig i the securities markets. Cash held pedig suitable ivestmet opportuities will be ivested with a APRA Authorised Deposit-takig Istitutio. It is the itetio of WW ot to udertake ay borrowigs i the Fud. However, uder the Fud s Costitutio, WW has the power to borrow as Trustee o behalf of the Fud. 3.2 DIFFERENTIATING FEATURES OF THE FUND Cotraria We do ot believe that ivestmet success ca be achieved by followig the pack. I fact, we resist crowd psychologies, regularly fidig fertile groud for ew ivestmets i upopular sectors ad uloved compaies, which we believe offer good value i view of the busiess s potetial over the log term.

9 3. ABOUT THE FUND (cot d) Cocetrated Portfolio ad Log Term Focus We believe that a carefully costructed core portfolio of betwee 20 ad 25 well-uderstood ivestmets tradig below their itrisic value gives the Fud the greatest chace of outperformig the Bechmark over the logterm. Furthermore, this level of cocetratio allows each ivestmet to have a meaigful impact o the Fud s performace oce the market recogises its true value. I ay case, we believe the majority of the beefits of diversificatio are achieved by holdig a core portfolio of betwee 20 ad 25 ivestmets. Ivestmet Flexibility The Fud s team is able to pursue ay ivestmet idea regardless of sector or market capitalisatio. By maximisig our ivestmet opportuity set, we ca select the best prospects (from the etire market) for iclusio i the Fud s portfolio. A Portfolio that is Bechmark Uaware While idices may be useful i comparig ivestmet returs, we do ot use bechmark equity idices as a tool for active portfolio costructio. Securities are selected o their idividual merits, ot simply because they represet a certai weightig i a particular idex. Our ivestmet process is focussed o idetifyig compaies that we believe will deliver log-term out-performace ad ot o maagig short-term volatility versus a bechmark. Give our cotraria approach, the Fud may therefore uderperform the securities markets i the short-to-medium term. 9

10 4. ABOUT THE TRUSTEE AND MANAGER WW is a research drive orgaisatio with a value based strategy. WW carries out its ow iteral research ad fiacial modellig thereby icreasig its uderstadig of the uderlyig value of the compaies i which it ivests. With this approach, Ivestors are ecouraged to give their ivestmet time horizo careful cosideratio before makig a ivestmet. WW is owed 45% by MPC, 45% by James Williamso ad the balace of the shares held by a etity cotrolled by Geoff Levy. I additio, Geoff Levy is a shareholder of MPC. WW cosiders that its iterests should be aliged with those of the Fud s Uitholders. This is reflected by the fact that, etities associated with Geoff Levy ad James Williamso ad their close associates ad families are the iitial Uitholders i the Fud. MPC ( is a Sydey based idepedet pricipal ivestmet ad advisory firm providig ivestmet capital, asset maagemet ad strategic solutios. Its key areas of busiess iclude real estate, private equity ad veture capital as pricipal or together with its cliets, as well as idepedet advisory services to selected high et worth ad corporate cliets. MPC was established by Geoff Levy ad Joey Fridma. Other corerstoe shareholders iclude the Kirsh Group, fouded by Natha Kirsh, ad Geesis Capital ( a diversified fiacial services group. WW, as the Fud Maager, will where relevat draw upo the deep relatioships of MPC s key executives ad it s shareholders. GEOFFREY LEVY AO (CHAIRMAN) 10 Geoff is widely recogised as a successful ivestor i both listed ad ulisted equity ivestmets. Geoff worked closely with James at Ivestec Bak (Australia) Limited icludig o the Ivestmet Committee of the Ivestec Australia Equity Fud. Durig a period of almost four years the fud reported substatial outperformace relative to its bechmark, icludig successfully avigatig its way through the Global Fiacial Crisis. Prior to this, James reported directly to Geoff i his capacity as Executive Chairma of Ivestec Bak (Australia) Limited, where over a period of two years Geoff ad James developed their highly successful relatioship geeratig outstadig returs i listed equities. Goig forward Geoff will joi James o the Fud s Ivestmet Committee. Geoff is co-fouder ad Chairma of Moash Private Capital. He is the No-Executive Deputy Chairma of Ivestec Bak (Australia) Limited ad was, util the begiig of 2008, Executive Chairma ad, prior to that, CEO of Ivestec Bak (Australia) Limited. He is curretly the No-Executive Chairma of ASX listed compaies, Specialty Fashio Group Limited ad Cromwell Property Group Limited. Geoff recetly chaired the NSW Govermet Property Asset Utilisatio Taskforce. Geoff has a Bachelor of Commerce ad a Bachelor of Laws ad is a Fellow of FINSIA ad a Fellow of the Istitute of Compay Directors. Geoff was appoited a Officer of the Order of Australia i the Quee s Birthday Hoours List i I past years Geoff s ASX listed compay directorships icluded Rebel Sport Limited, Mirvac Group Limited, Freedom Furiture Limited, STW Group Limited ad Te Holdigs Limited. Geoff was a pricipal of a boutique ivestmet ad advisory firm, Wetworth Associates alogside David Goski ad Richard Loges. He was formerly a parter of the law firm Freehill Holligdale & Page, ow kow as Herbert Smith Freehills.

11 4. ABOUT THE TRUSTEE AND MANAGER (cot d) JAMES WILLIAMSON (CHIEF INVESTMENT OFFICER) James has approximately 20 years experiece i fiacial markets. Betwee 2008 ad 2012, James was Portfolio Maager of the Ivestec Australia Equity Fud ad a member of the fud s Ivestmet Committee alogside Geoff Levy. Over this period the fud icreased 26.1%, compared with the S&P/ASX 300 Accumulatio Idex (fud s bechmark), which declied by 7.2%. Whilst at Ivestec Bak (Australia) Limited ad prior to iceptio of the Ivestec Australia Equity Fud, James ad Geoff developed a highly successful ivestmet process geeratig outstadig returs i listed equities i the Direct Ivestmets divisio of Ivestec Bak (Australia) Limited. Prior to the iceptio of the Wetworth Williamso Fud, James worked from April 2012 util August 2013 for Alla Gray Australia Pty Limited, oe of Australia s largest value fud maagers. Prior to joiig Ivestec Bak (Australia) Limited, James headed a sector research team at Société Géérale Lodo. He was recogised as a leadig idepedetly rated Pa Europea equity research aalyst, icludig oe of the few aalysts to be rated i the top 10 i a major Pa Europea sector i the first year of full coverage. Prior to this, James headed a sector research team at Société Géérale based i Johaesburg. James has a Bachelor of Commerce, a Graduate Diploma of the Securities Istitute of Australia ad is a Seior Associate of FINSIA. JOEY FRIDMAN (NON-EXECUTIVE DIRECTOR) Joey is a co-fouder ad Chief Executive Officer of Moash Private Capital ad was previously Chief Fiacial Officer of Ivestec Bak (Australia) Limited. With a career spaig audit, ivestmet bakig ad executive fiacial maagemet, Joey brigs a comprehesive mix of fiacial, strategic, operatioal, risk maagemet ad commercial skills ad experiece. He has extesive experiece i ivestig i, ad maagig a portfolio of ivestmets at Ivestec Bak (Australia) Limited, where i additio to his CFO resposibilities, he chaired the Ivestmet Committee ad was itricately ivolved i a umber of its fuds maagemet subsidiaries either as a director or board attedee. Joey is a Chartered Accoutat ad has a M.B.A. from the Australia Graduate School of Maagemet. 11 WENTWORTH WILLIAMSON FUND INFORMATION MEMORANDUM

12 5. ABOUT THE CUSTODIAN, ADMINISTRATOR AND REGISTRAR CUSTODIAN WW has appoited Sadhurst Trustees Limited as Custodia of the Fud. The Custodia agrees to hold the relevat Fud assets as custodia for the Fud, pursuat to the Custodia Agreemet etered ito betwee WW ad the Custodia o 10th September The Custodia is authorised to act o ay proper istructios received from WW or its authorised represetatives pursuat to the Custodia Agreemet. ADMINISTRATOR WW has appoited Uity Fud Services Pty Limited as Admiistrator of the Fud. The Admiistrator will provide certai fiacial, accoutig ad admiistrative services to the Fud, pursuat to the Admiistratio Agreemet etered ito betwee WW ad the Admiistrator o 9th September REGISTRAR WW has appoited Oe Registry Services Pty Limited as Registrar of the Fud. The Registrar will provide certai registry ad trasfer agecy services to the Fud, pursuat to the Registry Agreemet etered ito betwee WW ad the Registrar o 10th September These service providers may be chaged at ay time without otice to Ivestors. 12

13 6. KEY RISKS Ivestmet i the Fud carries certai risks. There is o guaratee that the Fud will achieve its Ivestmet Objective ad Ivestors should fully uderstad ad be capable of assumig the risks of ivestig i the Fud. I decidig whether to ivest, you should cosider that you may lose some or all of your ivestmet, the value of your ivestmet may go dow, you could receive little or o icome ad there may be delays i the repaymet of capital. You should ot ivest i the Fud if you are seekig a short-term ivestmet; uwillig to accept sigificat fluctuatios i uit prices; ad/or uable to accept loss of your ivestmet capital. This sectio outlies some of the sigificat risks that could affect the performace of the Fud. May of these risks are outside of the cotrol of WW, however appropriate mitigatio measures will be applied where possible. Please esure that you read this sectio carefully ad seek your ow idepedat fiacial or other professioal advice. MARKET RISK Returs from listed securities ca fluctuate sigificatly. These fluctuatios ca be caused by market volatility, iterest rates, ecoomic cycles, political evets ad levels of ecoomic growth, both global ad domestic. WW does ot seek to replicate the stadard idustry bechmarks. As the Fud s portfolio is costructed o the merits of idividual security pickig it is likely that the Fud will have varied retur characteristics from the relevat Bechmark ad traditioal idex trackig fuds. However, WW aims to ear log term returs superior to that of our competitors with less-tha-average risk of loss. 13 SECURITY SPECIFIC RISK There is always a risk that a ivestmet made by the Fud could perform poorly. Securities prices are depedet upo the fiacial circumstaces of the compaies i which the securities are purchased, their profits, earigs ad cash flows. The retur o a equity ivestmet may also be affected by the quality of compay maagemet, the geeral health of the sector i which it operates ad govermet policy. WW will edeavour to mitigate this risk by limitig its exposure to ay oe security. As a geeral priciple ay give security will ot represet more tha 10% of the Fud portfolio. INVESTMENT MANAGER RISK WW will edeavour to meet the Ivestmet Objectives of the Fud. However, the Fud may fail to meet its objectives as a result of WW s selectio of securities. The Fud is exposed to the risk that kowledge of the Fud s ivestmet strategy ad busiess resides i a small umber of idividuals who are employed by ad/or are directors of WW. The potetial cosequeces are a loss of kowledge ad expertise if key idividuals leave. However, it should be oted that key idividuals, James Williamso ad Geoff Levy hold shares i WW ad hold substatial ivestmets i the Fud. FUND RISK The Fud s results will deped o the availability of suitable ivestmet opportuities. However, the key employees of WW do have extesive experiece ad a excellet track record i the idustry.

14 6. KEY RISKS (cot d) INVESTMENT TIMEFRAME Selectig the ivestmets that best match your ivestmet eeds ad timeframe is crucial i maagig ivestmet risk. The miimum suggested ivestmet period is based o WW s ow research ad should ot be cosidered as persoal advice. You should regularly review your ivestmet decisio with your fiacial or other professioal adviser. Your ivestmet eeds ad market coditios may chage over time ad differ from the ivestmet strategies of WW ad other Uitholders. WITHDRAWAL RISK Withdrawal risk is the risk that if the Fud ivests i assets that caot be readily bought ad sold, or market evets reduce the liquidity of a security or asset class, the geerally applicable timeframe for meetig withdrawal requests may ot be met. This is because it may take loger to sell these types of ivestmets at a acceptable price. I additio, if a Ivestor or a group of Ivestors seek to make large withdrawals, the sellig assets to meet those withdrawals may have a detrimetal impact o the price received by the Fud for those assets. I certai circumstaces it may be ecessary to susped withdrawals to allow sufficiet time for liquidatio of assets to meet withdrawals. COUNTERPARTY RISK 14 Couterparty risk is the risk that the couterparty to a trasactio or cotract (such as a broker or custodia) may default o their obligatios ad that the Fud may, as a result, experiece a adverse ivestmet outcome or liability. WW has coducted due diligece o outsourced service providers ad based o the iformatio provided by the respective service providers, publicly available ad referece checkig, WW is satisfied with their credetials ad ability to deliver the required service levels. CONCENTRATION RISK The Fud may choose to ivest a relatively high percetage of its assets ito a relatively small umber of securities, or ito securities with a relatively high level of exposure to the same ed markets. This may cause the value of the Fud s ivestmets to be more affected by ay sigle adverse ecoomic, political or regulatory evet tha the ivestmets of a more diversified ivestmet portfolio. FOREIGN EXCHANGE RISK Uits i the Fud will be issued ad redeemed i Australia Dollars. The Fud s assets may be ivested i securities deomiated i a foreig currecy as a result of ivestig i New Zealad ad i a dual listed security. The value of such ivestmets may be affected favourably or ufavourably by fluctuatios i exchage currecies. Further, certai ivestmets may have greater exposure to foreig exchage tha others. LEGAL AND REGULATORY RISK Chages i legislatio ad other rules i domestic ad foreig markets, icludig those dealig with tax, accoutig ad ivestmets, may adversely impact your ivestmet.

15 7. FEES & EXPENSES WW will receive a Maagemet Fee of 1.25% per aum of the et asset value of the Fud. The Maagemet Fee is calculated ad paid mothly i arrears. I additio, the Maager will also receive a Performace Fee of 20% of the icrease i the et asset value of the class of Uits (after the deductio of Maagemet Fees) above the Bechmark ad subject to a High Water Mark. The High Water Mark is a amout equal to the highest et asset value of the class of Uits at the ed of a period sice a Performace Fee was last paid adjusted for distributios, withdrawals ad Applicatios. The Bechmark is the Reserve Bak of Australia Cash Rate plus 2.5% p.a. The fee will be calculated ad accrued mothly ad will be payable quarterly i arrears. WW is etitled to be reimbursed for all extraordiary expeses i relatio to maagig the Fud, such as coveig Uitholder meetigs or defedig a third party claim made agaist the Fud, or ay other expeses that are properly icurred i respect of the Fud. All fees quoted i this Iformatio Memoradum are exclusive of the effect of GST ad iput tax credits. The Fud may be charged additioal amouts for GST ad be etitled to claim Reduced Iput Tax Credits i respect of certai fees. Subject to the Fud s Costitutio, WW may icrease, i its absolute discretio, the fees ad expeses specified i this sectio by providig writte otice to Ivestors of ay icrease to the fees ad expeses charged by the Fud. 15

16 8. TAXATION Ivestig i the Fud has tax implicatios, depedig upo your particular situatio. Give the complex ad dyamic ature of the Australia taxatio system, ad the fact that differet tax circumstaces apply to differet types of Ivestors, WW strogly recommeds that Ivestors obtai professioal tax advice o the tax implicatios of ivestig i the Fud. The taxatio iformatio below provides geeral iformatio oly that outlies the Australia tax implicatios applicable to the Fud ad Australia Ivestors who hold their Uits o capital accout for tax purposes. This summary is based o the Australia tax laws ad their iterpretatio as at the date of this Iformatio Memoradum. 8.1 TAXATION OF THE FUND The Fud is residet i Australia for tax purposes. Uder ormal circumstaces, the Fud will ot pay icome tax because it will distribute all of the et taxable icome (icludig capital gais) to Ivestors each fiacial year. I the case where the Fud makes a reveue loss or et capital loss, this loss caot be passed oto Ivestors for tax purposes. Istead reveue tax losses will be carried forward i the Fud as a offset agaist taxable icome of the Fud derived i future years. Net capital losses will be carried forward i the Fud ad offset agaist future capital gais. 16 Legislatio exists which restricts the circumstaces i which trusts may claim a allowable deductio for prior ad curret year reveue losses. The Fud would eed to satisfy the tests for deductibility of the losses before ay reveue losses icurred ca be utilised. I particular the Fud would eed to meet a greater tha 50% uderlyig owership test. The Tax Laws Amedmet (2010 Measures No. 3) Act 2010 itroduced a sigle Maaged Ivestmet Trust (MIT) defiitio that applies for MIT withholdig tax purposes ad (geerally) also for capital accout electio purposes. A uit trust such as this Fud o becomig a maaged ivestmet trust (as defied uder Schedule 1 of the Taxatio Admiistratio Act 1953) is able to make a irrevocable electio to apply deemed capital accout treatmet (referred to as the capital accout electio ) for gais ad losses o the disposal of certai assets (such as, shares i compaies ad uits i uit trusts, rights ad optios over such assets but excludig assets that are derivatives, foreig exchage or ay other ivestmets that are subject to the fiacial arragemet provisios). The Fud iteds to make this electio if ad whe it becomes eligible. The Australia Federal Govermet has aouced a proposal to implemet a ew tax system for MIT s. It is proposed that these chages will take effect from 1 July This ew system is iteded to reduce complexity, icrease certaity ad miimise compliace costs for MIT s. However, it should be oted that at the date of this Iformatio Memoradum these chages are merely proposals ad the Australia Federal Govermet has ot released ay draft legislatio i respect of these reforms. 8.2 TAXATION OF AUSTRALIAN RESIDENT INVESTORS A Ivestor s tax liability ultimately depeds o their circumstaces, for example, if the Ivestor holds their Uits i the Fud o capital accout. Your share of the taxable icome of the Fud for each year eded 30 Jue should be icluded as assessable icome i your tax retur for each such year, eve if your distributio is reivested as additioal Uits i the Fud i the ext year. We will make distributios, if ay, withi 3 moths after 30 Jue each year. Distributios may represet realised gais o disposal of ivestmets as well as icome (like divideds ad iterest) ad tax credits (like frakig credits attached to divided icome ad foreig icome tax offsets). At the ed of each fiacial year, o or aroud 30 September, you will be set a tax statemet that will idicate the compositio of your distributio ad other iformatio you eed each year to help you complete your tax retur.

17 8. TAXATION (cot d) Uit prices will ormally fall after the ed of each distributio period. Cosequetly, if you ivest just before the ed of a distributio period, some of your capital may be retured to you as icome i the form of a distributio. Ay capital gais distributed by the Fud should beefit from the discout available for shares held o capital accout for 12 moths or more. This discout is presetly 50% for idividuals ad 33.3% for complyig superauatio fuds. The discout is ot available to compaies. 8.3 DISPOSAL OF UNITS If you dispose of your Uits i the Fud (by way of redemptio or otherwise) you may be subject to tax o ay gai arisig. A discout may be available o the capital gai o Uits held for 12 moths or more by idividuals, trusts or complyig superauatio fuds. 8.4 GOODS AND SERVICES TAX (GST) GST should ot be payable o your ivestmet i the Fud. However, GST will apply to the Maagemet Fee ad Performace Fee ad certai fees ad costs charged to the Fud. The Fud will geerally be able to claim RITC at the prescribed rates of the GST payable o those services. GST will ot be applied to the buy/sell spread. 8.5 TAX FILE NUMBER (TFN) AND AUSTRALIAN BUSINESS NUMBER (ABN) Ivestors are ot obliged to provide their TFN, ABN or details of ay relevat exemptio. However, failure by a Ivestor to quote a TFN, ABN or provide details of a relevat exemptio may cause WW to withhold tax at the top margial rate plus the Medicare Levy, o gross paymets icludig distributios to the Ivestor. Ivestors will be etitled to claim a icome tax offset/refud (as applicable) i respect of the tax withheld by WW i their icome tax returs. 17

18 9. APPLICATION, REDEMPTIONS AND DISTRIBUTIONS 9.1 APPLICATIONS The miimum ivestmet amout is $250,000. Lower amouts may be accepted at the discretio of WW. Applicatio Forms are available ad ca be completed electroically at If completed electroically, these should be prited ad set to the Registrar. If you are applyig for $500,000 or more you will automatically be deemed a Wholesale Cliet ad o additioal documetatio is required for the purposes of satisfyig the Wholesale Cliet requiremets. If you are ivestig less tha $500,000, you will eed to satisfy WW that you are a Wholesale Cliet. The Trustee will use the Applicatio Moey accepted by it to purchase listed securities. The Trustee has absolute discretio to accept or reject ay Applicatio. Rejected, ivalid or icomplete Applicatios will be retured to Applicats as soo as possible. Iterest is ot payable o rejected Applicatio Moies. A cofirmatio advice of the uit holdig will be issued as soo as practicable followig the determiatio of the applicable NAV of the Fud. Applicatios will geerally be processed mothly o each Subscriptio Day. The Applicatio price will be the applicable UNAV as at the immediately precedig Valuatio Day plus 0.5% (to accout for trasactio costs). 18 Applicatios ca be made by completig the accompayig Applicatio Form ad forwardig it to the Registrar i accordace with the Commuicatios Policy cotaied herei. Cleared fuds must be electroically trasferred ito the relevat bak accout details set out i the Applicatio Form so that it is received by the Registrar o later tha 5pm (Sydey time) at least three (3) busiess days prior to the relevat Subscriptio Day (or such earlier or later time as WW may determie). The Applicatio Form ad ay requisite supportig documetatio must also be received by the Registrar o later tha 5pm (Sydey time) at least oe (1) busiess day prior to the relevat Subscriptio Day (or such earlier or later time as WW may determie). Fuds must be trasferred from a bak accout i the ame of the subscriber(s) as appears i the registratio details o the Applicatio Form. 9.2 REDEMPTIONS As the Fud is a cocetrated log term focused Fud, early redemptios are discouraged as they disrupt the strategy of the Fud ad are ufavourable to other Uitholders i geeral The redemptio date will be the last busiess day of the moth. Redemptios will geerally be permitted followig 30 days writte otificatio to the Registrar. WW may at its discretio allow redemptios at other times ad with loger or shorter otice periods. If the request is received after the deadlie for receipt of requests for ay particular Redemptio Day, it will be treated as a request for redemptio o the ext relevat Redemptio Day (uless otherwise approved by WW). Ivestors wishig to redeem Uits i the Fud should request a redemptio form by cotactig ivest@wetworthwilliamso.com.au or by phoe o The redemptio price will be the applicable UNAV as at the close of busiess o the relevat Valuatio Day mius 0.5% (to accout for trasactio costs). Ivestmets ca be redeemed by sedig a Redemptio Request i accordace with the Commuicatios Policy cotaied herei. The Redemptio Request must be siged by the Ivestor or authorised sigatories ad must specify the Ivestor umber, amout (i Dollars or uits) ad accout ame, BSB umber ad accout umber of the bak accout to which paymet is to be made. Redemptio paymets for a Redemptio Request will geerally be made by the paymet of cash but WW, i its absolute discretio, may make redemptio paymets i specie or partly i cash ad partly i specie. Ivestors should ote that redemptio proceeds will oly be paid ito the origial accout i the ame of the Ivestor from which the subscriptio proceeds were derived or, upo approval of WW, to aother accout i the ame of the Ivestor. Note that ormal bak charges apply.

19 9. APPLICATION, REDEMPTIONS AND DISTRIBUTIONS (cot d) 9.2 REDEMPTIONS (CONT D) Redemptio proceeds will be paid as soo as practical after the redemptio of the Uits i the Fud. Paymet of proceeds will geerally be remitted withi 10 workig days after the ed of the moth followig 30 days writte otificatio. However, the Costitutio allows WW to have up to 60 busiess days after the relevat redemptio date to retur the proceeds of a redemptio request. 9.3 SUSPENSIONS Uder the Costitutio, WW has the power to susped the redemptio ad/or issue of Uits, the paymet for the redemptio of Uits or the determiatio of the ew et asset value for a reasoable period (Suspesio Period) i certai situatios icludig if WW cosiders that: it is desirable to protect the Fud or i the iterests of Ivestors as a whole; it is ot reasoably practicable for WW to acquire or dispose of assets or to fairly determie the redemptio price; ad/or the realisatio of assets caot be effected at appropriate prices or o adequate terms or otherwise due to oe or more circumstaces outside the cotrol of WW. Redemptio requests received durig the Suspesio Period will be deemed to have bee lodged immediately after the ed of a Suspesio Period. The issue ad redemptio price for Uits the subject of a Applicatio or a Redemptio Request received or deemed received durig the Suspesio Period shall be the value of the issue or redemptio price ext determied after the ed of the Suspesio Period UNIT PRICING AND VALUING ASSETS The offer of Uits i the Fud provided for i this Iformatio Memoradum relates to a particular class of Uits i the Fud. Whe you ivest, you are allocated a umber of Uits i the class. Each of these Uits i the class equals a equal udivided part of the market value of the portfolio value attributable to the class. As a result, each Uit has a dollar value or uit price. The Uit price of the class is calculated by dividig the total asset value of the class, less its liabilities (amely the et asset value), by the total umber of Uits i the class held by Ivestors o that day. All Uit prices are calculated to four (4) decimal places. The umber of Uits issued are calculated ad allocated to the earest whole umber. Uit pricig occurs o a mothly basis as at the Valuatio Day, ad/or such other time or times as the Trustee may determie. The NAV of the Fud or the class icludes the value of icome accumulated sice the previous distributio date. WW has delegated to the Admiistrator the determiatio of the NAV of the Fud ad the et asset value per uit of the class, subject to the overall supervisio ad directio of WW. I determiig the NAV of the Fud ad the et asset value per uit of the class, the Admiistrator will follow the valuatio policies ad procedures adopted by the Fud. There is curretly a buy/sell spread directly icurred o Applicatios for, or redemptios of, Uits i the Fud. Trasactio costs are the costs related to the buyig ad sellig of assets such as brokerage ad settlemet costs.

20 9. APPLICATION, REDEMPTIONS AND DISTRIBUTIONS (cot d) 9.5 INCOME DISTRIBUTIONS The Fud will pay icome distributios from time to time. A icome distributio comprises the Ivestor s share of ay et icome eared by the Fud. Where a distributio is made, the etitlemet to icome i respect of the class for a distributio period is the etitlemet of the class for the period divided by the umber of Uits of the class o issue as at the relevat distributio date. Icome distributios are calculated aually for the period edig 30 Jue. Distributios will geerally be paid withi 3 moths after the distributio date. Ivestors who are presetly etitled to distributios will be assessable o the distributios of the Fud for tax purposes, i proportio to their etitlemets to that distributable icome. Ivestors liability i respect of the distributios of the Fud is determied by referece to the fiacial year i respect of which the etitlemet arises. Ivestors may have their aual distributio reivested or directly credited to a omiated Australia bak accout. If Ivestors do ot make a directio or a icomplete istructio is received, their icome distributio will be automatically reivested i Uits of the Fud while the Distributio Reivestmet Programme is active. Whe Uits are redeemed, WW may choose to distribute for tax purposes a amout of udistributed icome to the redeemig Uitholder, icludig gais resultig from the realisatio of ay assets, to fud the redemptio as part of the redemptio process. 9.6 DISTRIBUTION REINVESTMENT PROGRAMME 20 The Fud offers a Distributio Reivestmet Programme (DRP). Uless Ivestors idicate otherwise i the Applicatio Form, Ivestors are deemed to have agreed to participate i the DRP. Reivested distributios will be reivested ito additioal Uits i the Fud usig the UNAV as at the Valuatio Day immediately followig the distributio. You may withdraw from the DRP at ay time by otice i writig to WW. Uits i the Fud allotted as a result of a DRP will be allotted i accordace with the Iformatio Memoradum ad the Costitutio of the Fud. WW has the power to susped or cacel the DRP, from time to time, but will provide reasoable otice of ay such suspesio or cacellatio to all Uitholders.

21 10. HOW TO INVEST IN THE FUND Read ad cosider this Iformatio Memoradum before makig a decisio to ivest. Complete the Applicatio Form applicable to your ivestmet type, i.e. as a idividual or joit Ivestor, a sole trader, a compay, superauatio fud or trust. Applicatio Forms are available ad ca be completed electroically at prited ad as per the istructios o the Applicatio Form, should be set to the Registrar oce completed. Cotact details are i the Commuicatios Policy sectio that follows. The completed Applicatio Form ad ay requisite supportig documetatio must be received by the Registrar o later tha 5pm (Sydey time) at least oe (1) busiess day prior to the relevat Subscriptio Day (or such earlier or later time as WW may determie). Cleared fuds must be electroically trasferred ito the relevat bak accout details set out i the Applicatio Form so that it is received by the Registrar o later tha 5pm (Sydey time) at least three (3) busiess days prior to the relevat Subscriptio Day (or such earlier or later time as WW may determie). If your etity type is ot covered by the available forms, please cotact us via at ww@oeregistryservices.com.au. 21

22 11. CONSTITUTION OF THE FUND The mai rules goverig the operatio of the Fud are set out i the Costitutio of the Fud (dated 10th September 2013). The applicable requiremets of the Corporatios Act 2001, exemptios ad declaratios by ASIC (if ay) ad the geeral law of trusts are also relevat to the rights ad obligatios of Uitholders ad WW. I this sectio the term Uitholder is used to refer to a Uitholder as the holder of Uits i the Fud. Copies of the Fud s Costitutio are available from WW upo request. The followig is a summary oly ad does ot refer to every provisio of the Costitutio ad should be read i cojuctio with the rest of this Iformatio Memoradum ad with the etire Costitutio. The mai provisios of the Costitutio dealig with the rights ad obligatios of Uitholders iclude: Uits: The beeficial iterest i a Fud is divided ito Uits. Each Uit cofers a beeficial iterest i the Fud as a whole but ot i ay specific part or assets of the Fud. Curretly, there is oly oe class of Uits o issue. Distributable Icome: Subject to the terms of issue of particular classes of Uits, Uitholders are etitled to a share i ay distributios of the Fud s distributable icome attributable to the class proportioate to their holdig of Uits i the class of Uits. Uitholders o the register at the ed of a distributio period are etitled to their share of the distributable icome (determied as set out i the Costitutio) for that period. WW iteds to pay distributios withi three moths of the ed of the relevat period. Trasfer: A Uitholder may oly trasfer some or all of its Uits with WW s prior writte coset. WW may, without givig ay reaso for the refusal, refuse to approve a trasfer applicatio ad/or refuse to record ay trasfer i the register i its absolute ad ufettered discretio. 22 If WW determies to approve a trasfer it may impose ay coditio it cosiders appropriate to the givig of the approval ad/or impose a trasfer fee payable by the trasferor to the Fud i coectio with the trasfer of Uits ad the trasferor must pay ay expeses (icludig stamp duty) icurred i coectio with the trasfer of its Uits. Redemptio: A Uitholder may request WW to redeem some or all of their Uits. WW is ot obliged to pay ay part of the redemptio price out of its ow fuds. Termiatio: If the Fud is termiated, WW must realise all assets of the Fud ad the Uitholders are etitled to receive a share of the et asset value of the Fud, after meetig all liabilities ad expeses, i proportio to their uitholdig. Uitholders Liability: The liability of a Uitholder is limited to the amout (if ay) which remais upaid i relatio to their Uits (subject to ay separate agreemet betwee them ad WW). Powers of the Trustee: WW, as Trustee of the Fud, has all the powers i respect of the Fud that it is possible uder law to cofer o the Trustee as though it were the absolute ad beeficial ower of the assets of the Fud ad actig i its persoal capacity. WW has all the powers of a atural perso to acquire ad dispose of real or persoal property, borrow or raise moey ad to led or advace moey ad to icur all types of obligatios ad liabilities. Rights of the Trustee: The Trustee may pay or recover all fees ad expeses properly icurred i respect of the Fud out of the Fud s assets. Limitatio of Liability: While the Fud is ot a registered maaged ivestmet scheme, to the maximum extet permitted by law WW is ot liable i cotract, tort or otherwise to Uitholders for ay loss suffered relatig to the Fud. Idemity: WW, as Trustee, ad its officers ad agets, are etitled to be fully idemified out of the Fud s assets agaist all expeses, losses ad liabilities icurred to the extet icurred i the proper performace of WW s duties i relatio to the Fud. Volutary or Compulsory Retiremet: While the Fud is ot a registered maaged ivestmet scheme, (which as at the date of this Iformatio Memoradum is the case) WW, as Trustee, may retire at such time as it thiks fit ad may appoit aother compay to be the ew trustee of the Fud. I accordace with the Costitutio, WW must retire as Trustee of the Fud upo the occurrece of certai evets.

23 12. ADDITIONAL INFORMATION 12.1 PERSONAL INFORMATION The privacy of your persoal iformatio is importat to us. WW will oly collect your persoal iformatio where it is ecessary to do so to provide ad admiister your ivestmets, or where required to do so by law. Whe you complete a Applicatio for ew ivestmets, make additioal ivestmets or make withdrawals from your ivestmets you eed to provide WW with some iformatio. The iformatio WW may collect ad store about you icludes: ame, address ad cotact telephoe umber; tax file umber; date of birth; details of correspodece, such as letters, which are also kept o file. Your persoal iformatio is available oly to staff or appoited represetatives of WW who require the iformatio to provide ad maitai your ivestmet. To assist us i providig a complete admiistratio service for your ivestmets, WW may at times disclose your persoal iformatio to other orgaisatios WW may appoit as advisers, agets or service providers such as auditors, custodias, admiistrators, registrars or legal advisers or ay of their affiliates. Our agreemets with third parties seek to esure your details remai cofidetial ad are ot used for marketig or other purposes by those third parties. WW may also disclose persoal iformatio whe required by law. Your persoal iformatio will ot be disclosed to third parties except where metioed i this sectio or where authorised by you. If you otify us that you have a fiacial adviser, details of your ivestmets will be supplied to your adviser or staff of the adviser uless you istruct us otherwise. We may also disclose the persoal iformatio you provide us to other persos ad etities as permitted uder the Privacy Act We may also use ad disclose your persoal iformatio for the purpose of complyig with our obligatios uder the Ati-Moey Lauderig ad Couter-Terrorism Fiacig (AML/CTF) Act 2006 (icludig ay regulatios made uder it ad ay AML/CTF rules) (AML Law). 23 If you provide icomplete or iaccurate iformatio, WW may ot be able to process your Applicatio. I order to provide you with the best service, we edeavour to esure that all persoal details are up to date, complete ad accurate. To do this, we ask that you advise us of ay chages to your persoal details. If you have ay cocers about the iformatio we hold about you, or would like to access or chage this iformatio, please cotact ivest@wetworthwilliamso.com.au by . You will be take to agree to the collectio, use ad disclosure of your persoal iformatio as set out above whe you make a ivestmet i the Fud ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM FINANCING LAWS The AML Law regulates fiacial services ad trasactios i a way that is desiged to detect ad prevet moey lauderig ad terrorism fiacig. The AML Law is admiistered by the Australia Trasactio Reports ad Aalysis Cetre (AUSTRAC). Uder the AML Law, the Trustee ad its agets (icludig the Registrar) (Etities) are required to: verify uitholders idetify before providig services ad to re-idetify a uitholder if they cosider it ecessary to do so; ad keep a record of ay documetatio uitholders supply relatig to the verificatio of their idetity for 7 years. The Etities have implemeted a umber of measures ad cotrols to esure they comply with their obligatios uder the AML Law, icludig carefully idetifyig ad moitorig uitholders. As a result of the implemetatio of these measures ad cotrols:

24 12. ADDITIONAL INFORMATION (cot d) trasactios may be delayed, blocked, froze or refused where a Etity has reasoable grouds to believe that the trasactio breaches the AML Law. Applicatios caot be processed uless all the ecessary iformatio is provided; where trasactios are delayed, blocked, froze or refused the Etities are ot liable for ay loss uitholders suffer (icludig cosequetial loss) as a result of their compliace with the AML Law as it applies to the Etities; ad a Etity may from time to time require additioal iformatio from you to assist it i this process. The Etities have certai reportig obligatios uder the AML Law ad may be preveted from iformig uitholders that ay such reportig has take place. Where required by law, a Etity may disclose the iformatio gathered to regulatory or law eforcemet agecies, icludig AUSTRAC. By applyig to ivest i the Fud, you warrat that: you are ot aware ad have o reaso to suspect that: o o the moies used to fud your ivestmet i the Fud have bee or will be derived from or related to ay moey lauderig, terrorism fiacig or other illegal activities, whether prohibited uder Australia law, iteratioal law or covetio or by agreemet ( illegal activity ); or the proceeds of your ivestmet i the Fud will be used to fiace ay illegal activities. you, your aget, or your omiated represetative will provide us with all additioal iformatio ad assistace that may be requested i order to comply with our obligatios uder ay AML Law. 24 you are ot a politically exposed perso or orgaisatio for the purposes of ay AML Law APPOINTMENT OF AUTHORISED REPRESENTATIVE TO OPERATE ACCOUNT You may elect to appoit a authorised represetative to operate your accout. The relevat sectios o the Applicatio Form eed to be completed, icludig the ame ad sigature of the authorised represetative, the sigature of the uitholder ad the date. Oly uitholders ca appoit authorised represetatives. By completig ad lodgig the relevat sectios o authorised represetatives o the Applicatio Form you release, discharge ad agree to idemify the Trustee from ad agaist ay ad all losses, liabilities, actios, proceedigs, accout claims ad demads suffered by you or by the Trustee or brought agaist the Trustee i respect of ay act or omissio of your authorised represetative whether authorised by you or ot. You also agree that ay istructios of your authorised represetative to the Trustee, which are followed by the Trustee, shall be a complete satisfactio of the obligatios of the Trustee, otwithstadig ay fact or circumstace, icludig that the istructios were made without your kowledge or authority. You agree that if a authorised represetative s istructios are followed by the Trustee, you ad ay perso claimig through or uder you shall have o claim agaist the Trustee i relatio to the istructios POWERS OF AN AUTHORISED REPRESENTATIVE A authorised represetative ca, amog other thigs: Apply for additioal Uits Withdraw all or part of your ivestmet; ad Equire as to the status of your ivestmet ad obtai copies of ay statemets to which they are etitled. Withdrawal paymets will ot be made to third parties. If a compay is appoited as a authorised represetative, the powers will exted to ay director ad authorised officer of the compay. If a partership is appoited as a authorised represetative, the powers will exted to all parters.

25 13. COMMUNICATIONS POLICY The followig forms of commuicatio are acceptable for submittig subscriptio, trasfer or other istructios (such as chage of address) to the Registrar: - Facsimile Trasmissio: Facsimile umber ; - Trasmissio: ww@oeregistryservices.com.au - Mail: Mailig the origial to: Oe Registry Services Pty Ltd, PO Box R1479 Royal Exchage NSW 1225 Notwithstadig the method of commuicatio, the Fud, the Registrar ad/or the Admiistrator reserve the right to ask for the productio of origial documets or other iformatio to autheticate the commuicatio. I the case of mis-receipt or corruptio of ay message, you will be required to re-sed the documets. Note that you must use the form documet provided by the Fud i respect of the subscriptio, redemptio or trasfer, uless such coditio is waived by the Fud ad/or the Registrar. Please ote that messages set via must cotai a duly siged documet as a attachmet. Each subscriber will also be required to ackowledge i the subscriptio documets that the Trustee, the Registrar ad/or the Admiistrator may disclose to each other, to ay other service provider to the Fud, to ay regulatory body i ay applicable jurisdictio to which ay of the Trustee, the Registrar ad/or the Admiistrator is or may be subject, copies of the subscriber s subscriptio Applicatio/documets ad ay iformatio cocerig the subscriber i their respective possessio, whether provided by the subscriber to the Trustee, the Registrar ad/or the Admiistrator or otherwise, icludig details of that Uitholder s holdigs i the Fud, historical ad pedig trasactios i the Fud s Uits ad the values thereof, ad ay such disclosure shall ot be treated as a breach of ay restrictio upo the disclosure of iformatio imposed o ay such perso by law or otherwise. 25

26 14. DIRECTORY Trustee ad Ivestmet Maager Wetworth Williamso Maagemet Pty Limited Level 14, 167 Macquarie Street Sydey NSW 2000 Tel: ivest@wetworthwilliamso.com.au Website: Registrar Further iformatio If you have questios relatig to this Iformatio Memoradum or the issue of Uits, please cotact: Wetworth Williamso Maagemet Pty Limited Level 14, 167 Macquarie Street Sydey NSW 2000 Australia Telephoe: ivest@wetworthwilliamso.com.au Website: Oe Registry Services Pty Limited Level 13, 20 Huter Street Sydey NSW 2000 Tel: ww@oeregistryservices.com.au Website: Admiistrator 26 Uity Fud Services Pty Limited Level 13, 20 Huter Street Sydey NSW 2000 Tel: ww@uityfudservices.com.au Website: Custodia Sadhurst Trustees Limited Level 5, 120 Harbour Esplaade Docklads VIC 3008 Website: Auditor Deloitte Touche Tohmatsu Grosveor Place 225 George Street Sydey NSW 2000 Website: Legal ad Tax Adviser DLA Piper Australia Level 38, 201 Elizabeth Street Sydey NSW 2000 Website:

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