Information Memorandum - netwealth · Information Memorandum for the Caledonia Trusts and the Caledonia Zillow Trusts 2 February, 2015 Caledonia (Private) Investments Pty Limited

Information Memorandum

for the

Caledonia Trusts and the

Caledonia Zillow Trusts

2 February, 2015

Caledonia (Private) Investments Pty Limited ABN 58 003 977 115 | AFSL 254432

Level 7, Gold Fields House, 1 Alfred Street Sydney NSW 2000 PO Box R1760 Royal Exchange NSW 1225

T +61 2 9255 7600 | F +61 2 9255 7610 | E [email protected] | www.caledonia.com.au

mailto:[email protected]

Caledonia (Private) Investments Pty Limited (ACN 003 977 115) (AFS Licence No. 254432) (‘Investment Manager’, ‘our’ or ‘we) is the Investment Manager and promoter of the Caledonia (Private) Investment Trust (‘Caledonia Trust (Series A)’), the Caledonia Global Investment Trust (‘Caledonia Trust (Series B)’), the Caledonia Australia Trust (‘Caledonia Trust (Series C)’) and the Caledonia Small Caps Trust (‘Caledonia Trust (Series D)’) (the ‘Caledonia Trusts’) and the Caledonia Zillow Trust (Series A), the Caledonia Zillow Trust (Series B) , the Caledonia Zillow Trust (Series C) and the Caledonia Zillow Trust (Series D) (the ‘Caledonia Zillow Trusts’ and together with the Caledonia Trusts, the ‘Trusts’)). The Investment Manager has issued this Information Memorandum.

Alfred Street Nominees Pty Limited (ACN 060 445 203) (AFS Licence No. 336940) (‘Trustee’) is the Trustee of the Trusts.

Note the return of capital and the performance of the Trusts is not guaranteed by any person or organisation, including the Trustee, the Investment Manager and the Administrator.

This Information Memorandum invites you to apply for an interest in one or more of the Trusts. Units in a Trust are offered and issued by the Trustee subject to the Trust Deed of the relevant Trust.

No-one other than the Investment Manager has responsibility for the preparation and accuracy of this Information Memorandum. Investments in the Trusts are subject to risk and market fluctuations. Investors should ensure that they understand the risks and where necessary seek independent professional advice before investing in the product. Investors should be aware that the risks may result in possible loss of income and principal and may involve delays with repayment.

Unless otherwise stated, all information is provided as at the issue date of this Information Memorandum, being 2 February, 2015. Its delivery at any time after that date does not imply that the information contained in it is accurate, timely or complete at any time subsequent to the date on which this Information Memorandum was issued. The Investment Manager may, in its absolute discretion, but without being under any obligation to do so, update or supplement this Information Memorandum.

Information contained in this Information Memorandum is general information only and does not constitute a recommendation or take into account your individual objectives, financial situation or needs. This Information Memorandum has not been, and is not required to be, lodged with ASIC under the Corporations Act. The Trusts are not required to be and are not registered as a Managed Investment Scheme under the Corporations Act.

This offer to subscribe for units in the Trusts is only made to Wholesale Clients. The offer is personal to the person to whom it has been sent and the information contained in the Information Memorandum is provided on a confidential basis for the purpose of making a decision as to whether to invest, and is not to be reproduced or distributed to any other persons (other than professional advisers of the prospective investor receiving this Information Memorandum). This Information Memorandum does not purport to contain all the information that may be required to evaluate any transaction in relation to any Trust (or would be required if it were a disclosure document where required to be prepared under the Corporations Act). Any persons to whom this Information Memorandum has been sent, intending investors and their respective advisers, should conduct their own independent review, investigations and analysis of the relevant Trust and of the information contained, or referred to, in this document.

Whilst every effort is taken to ensure the information in this Information Memorandum is accurate, its accuracy, reliability or completeness is not guaranteed. To the extent permitted by law, neither the Investment Manager nor the Trustee accepts any liability for any loss, liability, damage or expense which results from any act or omission of any person relying on the information provided in this document.

Unless otherwise indicated, all fees quoted in this Information Memorandum are exclusive of the effect of GST and any input tax credit. References to A$ is a reference to the lawful currency of Australia unless the context otherwise requires.

This offer is being made to investors who receive this Information Memorandum in Australia. This offer does not constitute an offer in any jurisdiction in which, or to any person to whom it would be unlawful to make such an offer.

Information Memorandum Page 3 of 27

Contents

1. Key Information ...................................................................................................................................................................... 4

2. About the Investment Manager and the Trustee .................................................................................................. 6 2.1 THE INVESTMENT MANAGER ....................................................................................................................................................................................................... 6 2.2 THE TRUSTEE .................................................................................................................................................................................................................................. 6 2.3 CALEDONIA ...................................................................................................................................................................................................................................... 6 2.4 THE TEAM ....................................................................................................................................................................................................................................... 6

3. Investment Objective and Strategy .............................................................................................................................. 7 3.1 THE CALEDONIA TRUSTS .............................................................................................................................................................................................................. 7 3.2 THE CALEDONIA ZILLOW TRUSTS ............................................................................................................................................................................................... 7

4. Investing and Withdrawing .............................................................................................................................................. 8 4.1 SUBSCRIPTIONS FOR TRUST UNITS .............................................................................................................................................................................................. 8 4.2 REDEMPTIONS OF TRUST UNITS .................................................................................................................................................................................................. 9 4.3 SUBSCRIPTION AND REDEMPTION PRICES FOR THE TRUST .................................................................................................................................................... 9 4.4 VALUING ASSETS ......................................................................................................................................................................................................................... 10

5. Distributions .......................................................................................................................................................................... 11

6. Investment Risks ................................................................................................................................................................. 12

6.1 GENERAL RISKS OF INVESTING .................................................................................................................................................................................................. 12 6.2 KEY RISK FACTORS SPECIFIC TO THE TRUSTS ........................................................................................................................................................................ 13 6.3 ADDITIONAL KEY RISK FACTORS SPECIFIC TO THE CALEDONIA ZILLOW TRUSTS ........................................................................................................... 13

7. Taxation .................................................................................................................................................................................... 14 7.1 TAXATION OF THE TRUST ........................................................................................................................................................................................................... 14 7.2 CAPITAL / REVENUE ELECTION FOR MANAGED INVESTMENT TRUSTS (MITS)............................................................................................................... 14 7.3 DISPOSAL OF INVESTMENTS BY THE TRUSTS .......................................................................................................................................................................... 14 7.4 TAXATION OF AUSTRALIAN RESIDENT INVESTORS ................................................................................................................................................................ 14 7.5 TAX FILE NUMBER AND AUSTRALIAN BUSINESS NUMBER WITHHOLDING (FOR AUSTRALIAN RESIDENT INVESTORS ONLY) .................................. 15 7.6 TAXATION OF NON-RESIDENT INVESTORS ............................................................................................................................................................................. 16 7.7 GOODS AND SERVICES TAX ........................................................................................................................................................................................................ 16 7.8 STAMP DUTY ................................................................................................................................................................................................................................ 16 7.9 TAX REFORM ................................................................................................................................................................................................................................ 16

8. Fees and Expenses .............................................................................................................................................................. 17

8.1 MANAGEMENT FEE ..................................................................................................................................................................................................................... 17 8.2 PERFORMANCE FEE ..................................................................................................................................................................................................................... 17 8.3 ENTRY AND EXIT FEE ................................................................................................................................................................................................................. 17 8.4 OTHER FEES AND EXPENSES ..................................................................................................................................................................................................... 17

9. Additional Information .................................................................................................................................................... 18

9.1 TRUST STRUCTURE...................................................................................................................................................................................................................... 18 9.2 ADMINISTRATOR.......................................................................................................................................................................................................................... 18 9.3 CUSTODIANS ................................................................................................................................................................................................................................. 19 9.4 PRIME BROKERS .......................................................................................................................................................................................................................... 19 9.5 AUDITOR ....................................................................................................................................................................................................................................... 19 9.6 SERVICE PROVIDERS ................................................................................................................................................................................................................... 19 9.7 ANTI-MONEY LAUNDERING & COUNTER-TERRORISM FINANCING AND ECONOMIC AND TRADE SANCTIONS ............................................................. 19 9.8 REPORTING ................................................................................................................................................................................................................................... 20 9.9 CONFLICT OF INTEREST POLICY ................................................................................................................................................................................................. 20 9.10 PRIVACY ..................................................................................................................................................................................................................................... 20 9.11 CONFIDENTIALITY .................................................................................................................................................................................................................... 21 9.12 NO COOLING OFF PERIOD ......................................................................................................................................................................................................... 21 9.13 AMENDMENT OR WITHDRAWAL OF THIS INFORMATION MEMORANDUM ....................................................................................................................... 21 9.14 ROUNDING ................................................................................................................................................................................................................................. 21 9.15 APPOINTING AN AUTHORISED REPRESENTATIVE ............................................................................................................................................................... 21 9.16 FATCA ...................................................................................................................................................................................................................................... 22 9.17 AMENDMENTS TO THE TRUST DEEDS ON 24 OCTOBER 2014 ......................................................................................................................................... 22

Definitions .................................................................................................................................................................................... 24

Directory........................................................................................................................................................................................ 27


1. Key Information

The following table sets out some of the key information about the Trusts. Investors should read this Information Memorandum in its

entirety before making a decision to invest in any of the Trusts.

Investment Vehicles This Information Memorandum relates to an offer to invest in the:

Caledonia Trust (Series A)

Caledonia Trust (Series B)

Caledonia Trust (Series C)

Caledonia Trust (Series D)

(each a ‘Caledonia Trust’ and collectively referred to as ‘the Caledonia Trusts’);

Caledonia Zillow Trust (Series A)

Caledonia Zillow Trust (Series B)

Caledonia Zillow Trust (Series C)

Caledonia Zillow Trust (Series D)

(each a ‘Caledonia Zillow Trust’ and collectively referred to as ‘the Caledonia Zillow Trusts’).

In this Information Memorandum, references to a ‘Trust’ or ‘Trusts’ are references to the Caledonia Trusts and the Caledonia Zillow Trusts.

Investment Structure Each Trust is an unregistered wholesale Australian resident unit trust.

Trustee Alfred Street Nominees Pty Limited (ACN 060 445 203) (AFS Licence No. 336940)

Investment Manager Caledonia (Private) Investments Pty Limited (ACN 003 977 115) (AFS Licence No. 254432)

Minimum Initial Investment A$500,000, subject to the Trustee's discretion to accept a lower amount.1

Minimum Holding Amount A$250,000, subject to the Trustee's discretion to accept a lower amount.

Subscription Frequency Applications will usually be accepted weekly, usually on a Thursday, and also on the last Business Day of each month.

Redemption Frequency In general, redemptions may be made with 30 days’ notice either annually as at the end of the Financial Year or as at the first business day of each month.

Subscription Price The Subscription Price will be the unit price determined with reference to the Net Asset Value of the relevant Trust(s) as at the close of business of the day on which the subscription for units is accepted.

Redemption Price The Redemption Price will be the unit price determined with reference to the Net Asset Value of the Trust as at the close of business on the Redemption Date.

If redemptions of units are accepted on less than 30 days’ notice or on a date other than a Redemption Date, a fee of up to 3% on the withdrawal amount (payable to the Trust) may be charged.

1 The minimum investment is subject to the investor meeting one of the Wholesale Client requirements. A minimum of A$500,000 per investment in each Trust applies to investors who do not otherwise satisfy one of the other Wholesale Client requirements.


Fees and Costs A base Management Fee payable to the Investment Manager of 1.5% per annum of the Net Asset Value of a Trust, payable monthly in arrears. The Management Fee amount is exclusive of GST.

An annual Performance Fee payable to the Investment Manager as set out below:

In respect of (a) a unit in a Trust issued before 1 January, 2015 (Initial Primary Unit), (b) any unit issued in relation to a reinvestment in connection with (i) an Initial Primary Unit (Reinvestment Unit) or (ii) a Reinvestment Unit, a Performance fee of 10% of the increase in the Net Asset Value of your units in a Trust in excess of the relevant High-Water Mark. In respect of any other units, a Performance fee of 15% of the increase in the Net Asset Value of your units in a Trust in excess of the relevant High-Water Mark.

The Trustee does not currently charge a separate trustee fee. Certain costs and expenses of operating a Trust are payable out of the assets or income of the Trust. Such costs may include, but are not limited to, prime brokerage fees and brokerage costs, audit fees and administration fees.

Key Investment Risks Refer to Section 6 for a summary of the key risks of investing.

Subscriptions

Subscriptions for units in the Trusts should be made by completing the Subscription Agreement accompanying this Information Memorandum. Existing investors in a particular Trust should use an Additional Subscription Form which can be obtained by contacting the Investment Manager. Only Wholesale Clients

2 as provided for in the Corporations Act may

apply for units in the Trusts.

Distributions Refer to Section 5 for a summary of the Trusts’ distribution and reinvestment procedures.

2 Wholesale Clients as defined in Sections 761G(7) & 761GA of the Corporations Act.


2. About the Investment Manager and the Trustee

2.1 THE INVESTMENT MANAGER

Caledonia (Private) Investments Pty Limited has been appointed as the Investment Manager of each Trust under a management agreement and the Trustee has also delegated some of its powers to the Investment Manager. The Investment Manager is the holder of an Australian Financial Services Licence issued by ASIC (AFS Licence No. 254432). The Investment Manager is controlled by its directors, all of whom hold shares in the Investment Manager.

2.2 THE TRUSTEE

Alfred Street Nominees Pty Limited is the Trustee of the Trust. The Trustee is the holder of an Australian Financial Services Licence issued by ASIC (Licence No. 336940). It is the specialist trustee services provider entity for Caledonia.

2.3 CALEDONIA

Caledonia was established in 1992 as a private investment group, originally to manage the investment portfolio of members of the Darling family and, later, the Nelson and Vicars families. In 1998 we extended our investment management offering to a wider selection of clients.

The stability and longevity of the firm have been important features, and over more than two decades, Caledonia has delivered strong, risk-adjusted, absolute returns compounding the original capital invested in 1992 at a rate in excess of 17% per annum.

During this period, Caledonia has evolved and expanded its investment universe to take advantage of compelling investment opportunities. We started as a long-only investor in Australian equities and have since introduced international equities and short-selling to our portfolios. At different times we have also selectively invested in fixed income products, memberships of exchanges, and unlisted companies. Today, Caledonia is a long-short global equity manager, with a broad investment universe, managing what is best described as a “High Conviction, Best Ideas” portfolio.

The founding investment managers remain with the firm and, with some key personnel additions, have provided great consistency to the overall investment philosophy and process. The founding family groups remain significant investors, and the rest of the investment management team also have large amounts of their net wealth invested in Caledonia, ensuring strong alignment of interests.

Caledonia is independent and privately owned by its founders and senior managers.

2.4 THE TEAM

The biographies for key Caledonia managers can be found on our website www.caledonia.com.au.

http://www.caledonia.com.au/


3. Investment Objective and Strategy

This section of the Information Memorandum provides a summary of the Investment Objective and Strategy for the Trusts.

3.1 THE CALEDONIA TRUSTS

The Caledonia Trusts are long-short global equity portfolios, with a broad investment universe. All funds other than the Caledonia Zillow Trusts that we manage for the founding families, the investment management team and our clients have the same portfolio of investments.

Our objective is to deliver superior, risk-adjusted, absolute investment returns. Whilst our investment universe is broad, our focus is largely on listed equities, analysing companies in a variety of industries and geographies, taking into account a variety of valuation and risk factors. Our portfolio approach is best described as high conviction, whereby we focus our investments on deeply researched themes that we have identified as representing outstanding investment opportunities.

3.2 THE CALEDONIA ZILLOW TRUSTS

The Investment Manager has established the Caledonia Zillow Trusts as special purpose unregistered wholesale unit trusts for the purpose of holding certain securities in two listed United States companies: Zillow, Inc. (“Zillow”) and Trulia, Inc. (“Trulia”) (together the ‘Zillow Companies’), which are also held by the Caledonia Trusts. The Caledonia Zillow Trusts’ constituent documents are identical in all material respects to the terms of the constituent documents in respect of their corresponding Caledonia Trusts. In July 2014, Zillow and Trulia announced a proposed all-scrip merger of their businesses. On the date of this Information Memorandum the Zillow Companies are in the process of implementing this agreed merger. The Caledonia Zillow Trusts are long-only equity portfolios initially comprising shares in Zillow and Trulia. The Caledonia Zillow Trusts have been established solely to hold the Zillow Companies’ securities. A portion of each Caledonia Trust’s Zillow and Trulia holding was transferred to establish each Caledonia Trust’s corresponding Caledonia Zillow Trust. If the proposed merger is completed, each Caledonia Zillow Trust’s portfolio will comprise the shares in the merged entity only.


4. Investing and Withdrawing

4.1 SUBSCRIPTIONS FOR TRUST UNITS

Minimum Initial Investment

The minimum initial investment in each Trust is A$500,000, subject to the Investment Manager's discretion to accept a lower amount.

3

The Investment Manager may in its discretion raise or lower the minimum initial investment amount provided that the investor is a Wholesale Client.

Subscription Acceptances

In respect of each initial and additional investment, an investor must qualify as a Wholesale Client.

Subscriptions are accepted at the absolute discretion of the Investment Manager. Rejected, invalid or incomplete Subscriptions will be returned to subscribers as soon as possible.

Interest is not payable on rejected Subscription monies and the relevant Trust receives any interest earned.

Subscription Process and Cut-Off Times

Subscriptions can be made by completing the Subscription Agreement accompanying this document, and sending it to the Investment Manager, at the address shown on the Subscription Agreement. The Subscription Agreement must be received by the Investment Manager no later than 4pm (Sydney time) on Thursday of each week (or where Thursday is a public holiday, by 4pm the previous business day) or no later than 4pm (Sydney time) on the last day of the month (or where the last day of the month falls on a weekend or public holiday, by 4pm the previous business day) to qualify for Units to be issued at the Subscription Price determined on the relevant date. A subscription for units must include the amount required to be transferred to the Trustee (in cash or other property) in relation to that subscription.

Funds must be cleared in the bank account specified in this section 4.1, no later than 4pm (Sydney time) on Thursday of each week (or where Thursday is a public holiday, by 4pm the previous business day) or no later than 4pm (Sydney time) on the last day of the month (or where the last day of the month falls on a weekend or public holiday, by 4pm the previous business day). The Investment Manager may accept Subscription Agreements and cleared funds after the 4pm cut-offs. In certain circumstances non-cash applications may be considered.

The original executed copy of the Subscription Agreement should be sent to the Investment Manager. A copy may also be faxed to the Investment Manager on +61 2 9255 7610 or emailed to the Investment Manager at [email protected] with the original to follow.

3 The minimum investment is subject to the investor meeting one of the Wholesale Client requirements. A minimum of A$500,000 per investment in each Trust applies to investors who do not otherwise satisfy one of the other Wholesale Client requirements.

BANK ACCOUNT DETAILS

Bank: UBS, AG, Australia Branch Account: UBS, AG, Australia Branch BSB: 946 612 A/C#: 242 792 Reference: Name of Subscriber and Trust Code

Note please use the following Trust Code in your reference:

Caledonia Trust (Series A) CPIUT

Caledonia Trust (Series B) CGIUT

Caledonia Trust (Series C) CAUST

Caledonia Trust (Series D) CSMCT

Caledonia Zillow Trust (Series A) CZTSA

Caledonia Zillow Trust (Series B) CZTSB

Caledonia Zillow Trust (Series C) CZTSC

Caledonia Zillow Trust (Series D) CZTSD

Please note: Funds must be transferred from a bank account in the name of the subscriber(s) as appears in the registration details on the Subscription Agreement. No third party payments will be permitted.

Subsequent additional investments may be made by completing an Additional Subscription Agreement and sending it to the Investment Manager as above.

Subscriptions will usually be accepted weekly, usually on a Thursday, and also on the last Business Day of each month. Early Subscriptions are recommended to ensure the deadlines are met, as Subscriptions received after these cut-off times for any particular subscription may be processed when subscriptions are accepted in the following week. The Trust receives any interest earned on unallocated Subscription monies.

The Investment Manager generally aims to issue units on the day after the Subscription Price is determined. The Subscription Price will be the unit price determined as at the close of business on the day on which the subscription for units is accepted (see 4.3 below).

Joint Subscriptions

Where units are held in the name of two or more persons jointly, the Investment Manager will issue one investment confirmation for those units held in the name of all persons jointly owning such units.

mailto:[email protected]


4.2 REDEMPTIONS OF TRUST UNITS

Minimum Redemption

The minimum redemption is A$100,000 (or such lesser amount as the Trustee may determine). A requested partial redemption which would cause the investor's holding to fall below the minimum holding amount (based on the redemption price of the remaining units) of $250,000 or whatever minimum subscription amount the Investment Manager determines from time to time, will not be permitted.

Redemption Processes and Cut-Off Times

Investments may be redeemed on 30 days’ notice provided redemptions of units in the relevant Trust are not suspended and the relevant Trust has not been terminated.

Investments can be redeemed by mailing, faxing or emailing a Redemption Request to the Investment Manager. Redemption Requests which are initially received by fax or email will be processed unless there is a suspension or termination. However, the original Redemption Request should follow in original format thereafter. The Redemption Request must be signed by the investor or authorised signatories and must specify the investor number, amount (in dollars or units) and account name, BSB number and account number of the bank account to which payment is to be made. Investors should note that redemption proceeds will only be paid into the original account in the name of the investor from which the subscription proceeds were received or, upon approval of the Trustee, to another account in the name of the investor. Normal bank charges apply.

Redemptions are permitted monthly on the first business day following the last calendar day of each month (or such other times as the Investment Manager may determine) provided the Redemption Request is received by the Investment Manager at least 30 calendar days prior to the proposed Redemption Date and redemptions have not been suspended. The Investment Manager may at its discretion allow redemptions with longer or shorter notice periods. The Redemption Price will be the unit price determined by reference to the Net Asset Value of the Trust as at the close of business on the Redemption Date (see section 4.3 below). If the request is received after the deadline for receipt of requests for any particular Redemption Date, it will be treated as a request for redemption on the next relevant Redemption Date.

Redemption amounts may include an income component.

In the ordinary course of business, it is expected that proceeds from redemptions will be available within 14 calendar days after the finalisation of the relevant Net Asset Value. However, this may be delayed in certain circumstances.

In-specie Redemptions

The Trustee may determine to satisfy all or part of a redemption request by way of in-specie distributions of Trust Property to investors either with the consent of an investor, or without that consent if the Trustee reasonably considers it to be in the best interests of the investors.

Suspensions

In certain situations which impact on the effective and efficient operation of a market for an asset of the Trusts (such as certain emergency situations and, if applicable, a restructure or reorganisation of the Trusts), where the Trustee considers it to be in the best interest of investors and as provided for in the Trust Deed, the Trustee is permitted to suspend for a period of up to 60 days (Suspension Period) the redemption or issue or both of units or the payment for the redemption of units or the determination of the new Net Asset Value during the Suspension Period. The issue and Redemption Price for units the subject of a Subscription Agreement or a Redemption Request received or deemed received during the Suspension Period shall be the value of the Subscription Price or Redemption Price next determined after the end of the Suspension Period. An investor’s Redemption Request lodged during the Suspension Period is deemed to be lodged immediately after the end of the Suspension Period.

Facsimile and Email Arrangements

All Subscription Agreements and Redemption Requests which are initially received by fax or email will be considered. However, the original Subscription Agreement or Redemption Request must follow by post or courier thereafter. Neither the Trust nor the Investment Manager shall be responsible for any misdelivery or non-receipt of any faxes or emails. Investors who submit requests initially by fax or email to the Investment Manager are advised to contact the Investment Manager by telephone on +61 2 9255 7600 to confirm that the Investment Manager has received the faxed or emailed request. Faxes sent to the Investment Manager shall only be effective when actually acknowledged by the Investment Manager. In the event that no acknowledgement is received from the Investment Manager within 5 days of submission of the request, the Investment Manager should be contacted by telephone on +61 2 9255 7600 to confirm receipt by the Investment Manager of the request. The investor agrees that the foregoing shall also apply to any additional Subscription Agreements.

4.3 SUBSCRIPTION AND REDEMPTION PRICES FOR THE

TRUST

A Trust’s unit price is calculated in accordance with the Trust Deed of the relevant Trust and is based on the relevant Trust’s Net Asset Value and the number of units in a Trust on issue at the time of valuation. The unit price is the basis for the calculation of Subscription and Redemption Prices.

Subscription Prices

The Subscription Price will be the unit price determined with reference to the Net Asset Value of the relevant Trust as at the close of business of the day on which the subscription for units is accepted. There is no buy spread.


Redemption Prices

The Redemption Price will be the unit price determined with reference to the Net Asset Value of the relevant Trust as at the close of business on the Redemption Date.

If redemptions of units are accepted on less than 30 days’ notice or on a date other than a Redemption Date, a fee of up to 3% on the withdrawal amount (payable to the relevant Trust) may be deducted from the Redemption Price.

4.4 VALUING ASSETS

When you invest, you are allocated a number of units in a Trust. Each of these units represents an equal undivided part of the portfolio of investments in the Trust. As a result, each unit has a dollar value or 'unit price'. The unit price is calculated by dividing the total asset value of the Trust, less its liabilities (the Net Asset Value), by the total number of units held by investors on that day. All unit prices are calculated to the nearest 4 decimal places of a dollar and the number of units issued are calculated and allocated to the nearest whole number.

The Net Asset Value of the Trust includes the value of income accumulated since the previous distribution date.

In determining the Net Asset Value of the Trust, the Trustee will follow the valuation policies and procedures adopted by the Trust. For the purpose of calculating the Net Asset Value, the Trustee shall, and shall be entitled to, rely on, and will not be responsible for the accuracy of, financial data furnished to it by the Administrator, market makers and/or independent third party pricing services. The Trustee may also use and rely on industry standard financial models in pricing any of the securities or other assets.


5. Distributions

Where a distribution of a Trust’s distributable income is made, an investor’s entitlement to the distributable income of the Trust is the specific Trust’s distributable income for the period divided by the number of units on issue as at the relevant distribution date multiplied by the number of units held by the investor as at that same date.

Investors who are presently entitled to the distributable income of the Trusts as at year end will be assessable on the net income of the Trusts for tax purposes (Net Taxable Income), in proportion to their entitlements to that distributable income that may have accrued to the investor. Investors' liability for tax in respect of the distributions of the Trust is determined by reference to the financial year in respect of which the entitlement arises. See Section 7 (“Taxation”) for further details.

Units issued on the reinvestment of distributed income are issued at the Subscription Price effective immediately after the end of the distribution period for the relevant Trust.

Automatic Reinvestment

The Manager has determined that distributions in respect of Units in the Trusts will be reinvested by way of subscription for additional Units. Investors are taken to elect that all distributions in respect of the Units in the Trusts will be automatically reinvested under the Subscription Agreement. The Investment Manager will notify investors of any change in the reinvestment of distributions procedure or terms.


6. Investment Risks

6.1 GENERAL RISKS OF INVESTING

All investments are subject to varying risks and can rise and fall in value. Changes in value can be significant and they can happen quickly.

Investors should be aware that there is no guarantee that the implementation of the Investment Objective and Strategy will succeed and losses to investors may occur. The return of capital and the performance of the Trusts are not guaranteed by any person or organisation, including the Investment Manager, the Trustee or the Administrator. Therefore each investor should carefully consider the risks of investing and where necessary seek professional advice as to the suitability of investing in the Trusts.

Some of the significant risks of investing in the Trusts include, but are not limited to:

a. Economic Conditions

Changes in economic conditions, including, for example, interest rates, inflation rates, employment conditions, competition, technological developments, political and diplomatic events and trends, and changes in tax laws can affect substantially and adversely the business and prospects of a Trust’s investments. None of these conditions are within the control of the Investment Manager and no assurances can be given that the Investment Manager will anticipate such developments.

b. International Investing and Risk of Government Intervention

There are additional risks where a Trust invests internationally, including political or economic instability in the country of issue, and the possible introduction of new laws or restrictions, government regulation of or intervention through regulation of their local markets, foreign exchange controls, restrictions on investments by foreigners or limits on the flows of investment trusts or risk of government expropriation of the assets of the companies in which a Trust holds interests. Regulatory intervention could also materially affect the ability of a Trust to give effect to its investment strategies. Such regulation or intervention could adversely affect a Trust’s performance.

c. Counterparty Risk

Counterparty risk is the risk of loss caused by another party defaulting on its financial obligations either because they become insolvent or cannot otherwise meet their obligations to a Trust. A party defaulting on its obligations could subject a Trust to substantial losses because a Trust will still be required to fulfil its obligations on any transactions which were to have substantially offset other contracts.

d. Market Risk

Any investment made in a specific group of securities is exposed to the universal risks of the securities market. However, there can be no guarantee that proportionate losses equivalent to or greater than those of the overall market will not be incurred as a result of investing in such securities.

e. Derivative Risk

Derivatives, such as options, futures and swaps may also be utilised by any of the Trusts, for example, to manage risk (such as hedging currency exposure) or to gain exposure to investments. Derivative risks may include the value of the derivative failing to move in-line with that of the underlying asset, potential illiquidity of the derivative and counterparty risk where the counterparty to the derivative contract fails to meet its obligations under the contract.

f. Foreign Exchange Risk

Foreign exchange risk is the risk that a Trust is exposed to as a result of any unhedged investments that are denominated in foreign currencies. Returns to investors in AUD (the functional currency of each Trust) are affected by changes in foreign exchange rates. Negative AUD returns are possible even if foreign investments appreciate in value in their local currency.

g. Foreign Taxation

Trusts may trade on markets located in many jurisdictions around the world with different tax regimes, some of which may subject the Trusts to withholding or other taxation, which may impact returns.

h. Operational Compliance

Operational risk relates to the risk of loss resulting from inadequate or failed internal control processes, information technology systems or from external service providers, which may impact on the administration of a Trust.

i. Tax Risk

The Trusts or an investment in the Trusts can also be subject to tax risk on the basis that tax laws and relevant administrative practices are subject to change, possibly with retrospective effect.


6.2 KEY RISK FACTORS SPECIFIC TO THE TRUSTS

a. Reliance on the Personnel of the Investment Manager

The trading expertise in respect of each Trust is largely dependent on the skills of the officers and employees of the Investment Manager. The loss of its services and any key personnel could materially and negatively impact the value of any of the Trusts.

b. Liquidity

Under certain conditions, liquidity of a particular market or security may be restricted, thus affecting the performance of the Trusts. Lack of liquidity or market depth can affect the valuation of any of the Trusts’ assets. Also a Trust’s inability to readily dispose of its underlying investments may limit the Trust’s ability to meet withdrawal requests.

c. Short Selling

The Investment Manager may engage in short selling as part of the Investment Strategy. Short selling involves selling a security that is not already held by the Trust, and this is generally done by borrowing the security from another party to make the sale. The short sale of a security can involve much greater risk than buying a security, as losses on a purchased security are restricted at most to the amount invested, whereas losses on a short position can be much greater than the initial value of the security.

Additionally, there can be no guarantee that the securities necessary to cover a short position will be available for purchase.

Short selling will also incur fees and other costs on the securities borrowed for sale by any of the Trusts. For a short sale to be profitable the return from the strategy must exceed these costs and, where losses are incurred on the strategy, these costs will increase the losses.

d. Speculative Nature of Certain Investments

Certain investments by any of the Trusts may be regarded as speculative in nature and involve increased levels of investment risk. An inherent part of a strategy may be to identify securities which are undervalued (or, in the case of short positions, overvalued) by the marketplace. Success of such strategy necessarily depends upon the market eventually recognising such value in the price of the security, which may not necessarily occur. Equity positions, including Initial Public Offerings, may involve highly speculative securities.

e. Margin Risk

Margin is the collateral that any of the Trusts are required to deposit with a counterparty in order to cover some or all of the credit exposure created by certain financial transactions. Collateral may include the pledge of securities or a cash deposit. Examples of such financial transactions may include the use of derivatives or short selling. Adverse price movements in the underlying financial instrument’s value may result in losses to the investor. In such cases, the margin may be required or ‘called’ by the counterparty to make good the loss. In such cases, the Investment Manager must either deposit additional funds with the counterparty or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden, precipitous drop in the value of the Trust’s assets, the Trust might not be able to liquidate assets quickly enough to pay off its margin debt. Such an event would adversely affect the Trust’s investment.

These risk factors are not a complete list of all the risks associated with investing in any of the Trusts.

f. Limited Diversification

The Investment Manager intends to seek to diversify a Trust’s investments as it deems appropriate and consistent with the Trust’s Investment Objective. Each Trust’s portfolio is intended to be highly concentrated in a small number of investments. To the extent a Trust’s investment portfolio is concentrated in a smaller number of investments, the portfolio will be subject to a greater level of volatility.

g. Leverage

Each Trust may borrow money. The amount of borrowings which the Trust may have outstanding at any time is closely monitored. Leverage can magnify both the gains and losses and investors may experience increased volatility in the value of their investments.

h. Pledging a Trust’s assets

A Trust may pledge its securities in order to borrow for investment purposes. Assets held in the Trust are available as security for entering into hedging transactions.

j. FATCA Risk

The Trusts are Reporting Australian Financial Institutions under the IGA. Depending on your status for FATCA purposes, FATCA risk is the risk that the Fund may report information in relation to you and your unit holding to the ATO, who in turn discloses such information to the U.S. Internal Revenue Service.

6.3 ADDITIONAL KEY RISK FACTORS SPECIFIC TO THE

CALEDONIA ZILLOW TRUSTS

As the Caledonia Zillow Trusts invest 100% in the Zillow Companies, note the following additional key risks in respect of the Caledonia Zillow Trusts: a. Single stock portfolio

The Caledonia Zillow Trusts are invested 100% in the Zillow Companies, and so may be subject to greater levels of volatility. b. International investments

100% of the assets in the Caledonia Zillow Trusts will be international investments. As noted under section 6.1 of the Information Memorandum, this means that the entire portfolios of the Caledonia Zillow Trusts will be subject to certain international risks.


7. Taxation

There are tax implications when investing, withdrawing and receiving income from any of the Trusts. The following information is of a general nature only. Given the complex nature of the Australian taxation system, and the fact that different taxation circumstances apply to different investors, the Investment Manager strongly recommends that investors seek the advice of a professional tax adviser.

This tax information is current as at the date of this Information Memorandum. The levels and basis of tax may change in the future.

7.1 TAXATION OF THE TRUST

Under normal circumstances, it is intended that all distributable income of the Trusts will be distributed to the investors in respect of a financial year such that the investors are liable to tax on the Net Taxable Income derived by the Trusts during each financial year. On the basis that investors are presently entitled at the end of each financial year to the distributable income of a Trust for that financial year , it is expected that the Net Taxable Income of the Trust will not be assessable at the trust level and will only be subject to tax at the investor level. In certain circumstances, investors may be liable for tax on the Trust’s Net Taxable Income even if they have not received any distributions in cash.

7.2 CAPITAL / REVENUE ELECTION FOR MANAGED

INVESTMENT TRUSTS (MITS)

Legislation enables eligible MITs to make an irrevocable election to apply the Capital Gains Tax (CGT) regime as the primary code of taxing certain asset disposals.

Eligible MITs (which include Australian managed investment schemes that are widely held or that are taken to be widely held) can irrevocably elect (in an approved form) to apply the CGT provisions as the primary code to tax gains and losses on certain eligible assets (primarily, shares in companies, units in unit trusts, rights and options over such assets but excluding assets that are derivatives, foreign exchange or any other investments that are subject to the 'financial arrangement' provisions), subject to certain integrity rules. However, where a MIT is eligible to make an election and it does not do so, any gains and losses on the disposal of those otherwise eligible assets (excluding land or certain interests in land) will be taxed on revenue account.

Where a Trust qualifies as an eligible MIT and elects to treat the Trust’s eligible assets on capital account, investors may obtain the benefit of the CGT discount and other tax concessions (where applicable) on distributions of capital gains they may receive. Each Trust has elected to do so.

The capital account election will not apply in relation to the disposal of assets covered by that election in any year that the Trust fails to qualify as an eligible MIT. The ordinary tax rules will generally apply in relation to those years.

7.3 DISPOSAL OF INVESTMENTS BY THE TRUSTS

The disposal of the underlying investments by the Trusts may result in an amount being included in the Net Taxable Income of the Trusts. Generally, an amount of income or gain arising on disposal of underlying investments will be included in Trust distributions.

7.4 TAXATION OF AUSTRALIAN RESIDENT INVESTORS

Distributions of distributable income of the Trusts will be made at least on an annual basis.

Distributions of income

Investors who are presently entitled to the distributable income of the Trusts as at financial year end should be assessed on the Net Taxable Income of the Trusts, in proportion to their entitlements to that distributable income.

An investor's share of the Net Taxable Income of any of the Trusts, whether distributed or reinvested, forms part of the assessable income for the investor in the year in which the entitlement arises, rather than when the distribution is made.

A net capital gain will be included in the investor’s assessable income. In the case where a Trust makes a loss for tax purposes, this loss cannot be distributed to investors. It may be available for recoupment against the Net Taxable Income of the Trust in future years, subject to certain conditions.

Eligible investors may be entitled to offset, against tax payable, any franking credits in respect of dividends received by the Trust (subject to the qualified person rules). To the extent that the investor’s share of the franking credits exceeds the investor’s tax liability, the investor may be entitled to a refund of the excess, at least where the investor is an individual or a complying superannuation fund.

Investors may also be entitled to claim a foreign income tax offset (foreign tax credit) for foreign tax paid or which is deemed to have been paid by the investor in relation to assessable income or capital gains received from the Trusts in relation to foreign investments.

Disposal, transfer or redemption of units

Investors will generally realise a capital gain or loss on disposal, transfer or redemption of their units in the Trusts (assuming that investors hold their units in the Trusts on capital account). Investors must include any realised capital gain or loss on disposal of their units) in the calculation of their net capital gain or loss. Certain investors (such as individuals, trusts and complying superannuation entities) may be entitled to a CGT discount where the investors have held their units in the Trust for at least 12 months prior to disposal, transfer or redemption. The CGT discount is 50% for an investor that is an individual or trust, and 33% for an investor that is a complying superannuation fund. The CGT discount does not apply to an investor that is a company.


Where units are held by an investor as part of a business of investing or for the purpose of profit making by sale, gains may constitute ordinary income.

Streaming on redemption

Any undistributed income or gains, or those arising from investments sold or redeemed to meet the redemption, may be distributed or “streamed” to the redeeming investor, with the aim that remaining investors will not be adversely affected by such income or gains.

The redeeming investor’s redemption amount may therefore comprise a distribution of the income of a Trust.

If such distribution occurs, the income component will be notified by the Investment Manager to the investor for the purpose of enabling the redeeming investor to determine the amount to be included in their assessable income in respect of the redemption.

The Tax Laws Amendment (2011 Measures No.5) Act 2011 was enacted to enable the streaming of capital gains (and franked distributions). A Trust that qualifies as a MIT is able to elect to apply these streaming rules. It is expected that the Trusts will make this election, where eligible. For these purposes, the Australian Government is expected to extend the streaming rules for MITs until 1 July 2015 in order to coincide with the deferred start date of the proposed new MIT regime (discussed below). The streaming rules should automatically apply to a Trust in circumstances where the Trust does not qualify as a MIT but holds its eligible assets on capital account under general law.

However, it is possible that income or gains (other than capital gains) may also be streamed to redeeming investors on redemption.

Although the streaming of particular amounts (or quantum) of income should be effective in the context of the Trusts, a number of uncertainties still exist with respect to the streaming of the character of income that does not comprise capital gains (and franked distributions). For example, recent cases have cast doubt on the ability of a trust (such as the Trusts) to allocate a particular component of income (other than capital gains and franked distributions) to particular investors.

Investors should monitor developments in this area as relevant. Other distributions

It is also possible for investors to receive a tax deferred amount in relation to their distribution from the Trusts. This would arise where the distribution received from the Trusts exceeds the share of the Net Taxable Income of the Trusts which is to be included in the assessable income of an investor. In relation to these amounts, the CGT rules may require the cost base which is held by investors in their units to be reduced. Where such tax deferred amounts received by the investors exceed the cost base of the units, the excess is treated as a capital gain.

At the end of each tax year (30 June) the Investment Manager will send investors the details of assessable income, capital gains, tax credits and any other relevant tax information with regards to the distribution from the Trusts in the relevant year, to include in the investor's tax return.

Performance Fees

Performance Fees, when incurred, are charged to each investor by the Investment Manager. Performance Fees do not form part of the Trust’s Net Taxable Income. On this basis, an investor must seek their own taxation advice as to whether the Performance Fee can be incorporated into the underlying cost base of units held by the Investor, or as an allowable deduction for the income year to which it relates.

The Investment Manager will provide a taxation invoice to investors, if and when, a Performance Fee is charged.

Taxation of Financial Arrangements (TOFA)

The TOFA rules represent a code for the taxation of receipts and payments in relation to financial arrangements. The rules contemplate a number of different methods for bringing to account gains and losses in relation to financial arrangements (including fair value, accruals, retranslation, realisation, hedging and financial records).

The TOFA rules could affect the way that a Trust’s Net Taxable Income is determined. The effect, if any, will depend on the nature of a Trust’s investments and which elections it makes under TOFA.

Investors should seek their own taxation advice in relation to the application of the TOFA rules to their investment.

However, the TOFA rules should not apply to the units in the Trusts held by individual investors and other excluded investors.

Foreign accruals regimes

The Trusts may invest in foreign entities which means the Trusts could become subject to Australia’s foreign accruals tax rules such as the Controlled Foreign Company (“CFC”) rules in limited circumstances.

On the basis that any foreign investments made by the Trusts will consist of investments in large listed entities, it is not expected that the requisite CFC control tests would be satisfied such that the CFC rules should not apply.

However, whether or not the relevant foreign accruals tax rules ultimately apply to the Trusts will, depend on, amongst other things, the level of interest held by each Trust (and its associates) in the foreign entities, and any future legislative developments in respect of these rules.

7.5 TAX FILE NUMBER AND AUSTRALIAN BUSINESS

NUMBER WITHHOLDING (FOR AUSTRALIAN RESIDENT

INVESTORS ONLY)

It is not compulsory for investors to provide their Tax File Number (TFN) or Australian Business Number (ABN) to the Investment Manager, and it is not an offence if they decline to provide them. However, unless exempted, if the TFN and ABN are not provided, tax may be deducted from distributions at the highest personal marginal rate plus the Medicare levy. The ABN, TFN or an appropriate exemption can be provided on the Subscription Agreement.


7.6 TAXATION OF NON-RESIDENT INVESTORS

Appropriate deductions of Australian tax may be withheld from distributions of Australian sourced income and certain gains to non-resident investors. Non-resident investors may also be subject to tax in their country of residence (for tax purposes) on distributions and may be entitled to foreign tax credits for tax withheld in Australia.

It is expected that non-residents will generally not be subject to Australian CGT on the disposal of units in any of the Trusts.

7.7 GOODS AND SERVICES TAX

The issue and withdrawal of units in any of the Trusts will not be subject to the Goods and Services Tax (GST), however GST is payable on certain expenses of the Trusts. The Trusts may be able to claim input tax credits and/or reduced input tax credits in relation to the GST payable on those services.

7.8 STAMP DUTY

The issue or redemption of the units in the Trusts should not attract any stamp duty (assuming no landholder duty applies). Stamp duty may be payable on the transfer of the units in the Trusts. Investors should confirm the stamp duty consequences of transferring the units in the Trusts with their taxation adviser.

7.9 TAX REFORM

The Australian Government has announced that it intends to implement a proposed new tax system for MITs from 1 July 2015.

The former Federal Government announced a possible broader reform/rewrite of the trust taxation rules. However, the status of these reforms under the current Federal Government is unclear.

Investors should seek their own advice on the potential impact of any of the above announcements and proposed legislative changes. Investors should monitor the progress of all relevant legislation, including any further legislation introduced as a result of the announced reforms or in respect of any future reforms.


8. Fees and Expenses

The fees listed below are applicable for investments in each of the Trusts made pursuant to this Information Memorandum. All fee amounts are quoted exclusive of GST.

8.1 MANAGEMENT FEE

The Investment Manager is entitled to be paid by the Trustee out of the assets of each Trust a Management Fee equivalent to 1.5% per annum of the Net Asset Value of the particular Trust.

The Management Fee is calculated and paid monthly in arrears before deduction of any accrued Performance Fee payable by the investor.

8.2 PERFORMANCE FEE

The Performance Fee is calculated, and paid (if due), annually in arrears and is calculated as a percentage of the increase in the combined Net Asset Value of your units in the Trusts after adjusting for further investments, withdrawals, distributions and Management Fees as referenced to the combined previous highest year-end Net Asset Value.

From 1 January 2015 the standard Performance Fee in respect of the Caledonia Trusts has been set at 15% for all new units subscribed for from that date onwards. The standard Performance Fee on all units in Caledonia Trusts issued prior to 1 January 2015 will remain at 10%. The 10% rate will also apply to any new units issued in the future by way of reinvestment of any distribution to investors in connection with units held by them prior to 1 January 2015.

For the Caledonia Zillow Trusts, the Performance Fee has been set at 10% for all units issued to existing Caledonia Trust investors as part of the reorganisation of the Trusts. This 10% Performance Fee will also apply to any future issue of new units by way of reinvestment of any distributions to investors pertaining to Units issued to them as part of the reorganisation of the Trusts. The standard Performance Fee for all other units subscribed for in the Caledonia Zillow Trusts has been set at 15%.

Caledonia reserves the right to agree alternative fee arrangements in respect of unit subscriptions in the Trusts.

More detail about the Performance Fee calculation for each Trust is set out in the Investment Management Agreement of the relevant Trust. An important feature of the Performance Fee is that investors will only be liable for the fee when the value of their holding (including any distributions) exceeds their previous highest year-end level (after any distributions) (a so-called “High-Water Mark”).

In most situations, any Performance Fee will be met out of available distributable income. However, if there is insufficient income to meet the Performance Fee payable, it may be necessary for investors to compensate the Investment Manager by way of either a direct payment or redemption of units for any difference between the available distributable income and the applicable Performance Fee. In cases where the Performance Fee is calculated with reference to the combined Net Asset Values of more than one Trust, any redemption of units in payment of a Performance Fee will be made from the Trust in which the Net Asset Value of the investor’s units is the greatest unless the investor instructs the Trustee or Investment Manager otherwise.

By investing in the Trusts, each investor agrees to pay Performance Fees to the Investment Manager in the manner described in this Information Memorandum.

8.3 ENTRY AND EXIT FEE

The Trusts do not currently charge an entry fee.

8.4 OTHER FEES AND EXPENSES

The Trusts incur other expenses, such as audit fees, legal fees and Trust formation costs. The Trust Deed of each Trust allows for the Trustee to pay or reimburse itself from the assets of the Trust for any expenses the Trustee incurs in respect of the Trust in relation to the proper performance of its duties.


9. Additional Information

9.1 TRUST STRUCTURE

Trust Deed

The Trusts are governed by individual Trust Deeds. Each Trust Deed provides an operational framework for the on-going management of the Trust. It sets out the rights, duties and obligations of the Trustee in respect of the Trust.

The main operative provisions outlined in the Trust Deeds include:

subscriptions, withdrawals, and reinvestments of units rights of unit holders valuation of assets fees and expenses meetings of unit holders Trustee’s power and indemnity limitation of liability termination of the Trust and Trustee retirement compulsory redemptions of units suspensions of withdrawal requests in specie distributions Trustee powers in respect of merging the Trusts

Holding units in any of the Trusts does not give a unit holder the right to participate in the management or operation of the Trust.

The Trust Deed provides for the issue of different Classes of units in the Trusts.

The Trust Deed is available by contacting the Trustee (refer to the contact details in the Directory).

Management Agreement

The Trustee and the Investment Manager have entered into a management agreement for each of the Trusts under which the Investment Manager is appointed to provide investment management and trust administration services in respect of the relevant Trusts. The Investment Manager is also required to provide other services under the relevant Trust Deeds. These services include:

establishing the Investment Strategy and Objective of the Trust;

preparing this Information Memorandum and any other promotional material;

buying and selling Trust investments on behalf of the Trust; liaising with the Trust’s Prime Brokers, Custodians and

Administrator; arranging for issues and redemptions of units and the

payment of distributions; and keeping proper books of account, or causing a third-party

to do so, in relation to the Trust.

The Investment Manager has the benefit of rights of indemnity from each of the Trust’s assets in respect of expenses incurred in connection with the provision of services in relation to the Trust.

Register of Unit Holders

The register of unit holders is maintained by the Administrator.

Transfer of Units

No units may be transferred without the prior written consent of the Trustee. The Trustee may in its discretion refuse to register any transfer of units and is not required to give any reasons. In the case of a proposed transfer of units to another entity where there is no change in beneficial ownership, the Trustee undertakes not to unreasonably withhold its consent to the transfer.

You may transfer your units in any of the Trusts by returning a transfer form which has been stamped for duty by the appropriate Stamp Duties office (if applicable), together with a Subscription Agreement from the current Information Memorandum, completed by the new owner. Transferring units may have tax implications (including the payment of stamp duty in New South Wales) and you should consult your taxation adviser before you arrange any transfer of units. It is your responsibility to ensure that any applicable stamp duty is paid. The Trustee (including for the purposes of this section its respective affiliates, directors and other officers, shareholders, servants, employees, agents, permitted delegates and sub-delegates, including the Administrator) will not be liable for any stamp duty which is payable by any unit holder or for any loss whatsoever resulting from non-payment of any stamp duty by a unit holder and the Trustee is released and indemnified from and against all liability which may be suffered by any unit holder or by the Trustee or brought against the Trustee in respect of any acts or omission of you in this regard, whether authorised by any unit holder or not.

9.2 ADMINISTRATOR

The Trustee has entered into an administration agreement (Administration Agreement), for each of the Trusts, with the Administrator (State Street Australia Limited). The Administrator will perform certain administrative, accounting, tax reporting, registrar and transfer agency services for the Trust.

Pursuant to the Administration Agreement, the Administrator is responsible, under the ultimate supervision of the Trustee, for matters pertaining to the administration of the Trusts, namely: (i) calculating Net Asset Value; (ii) maintaining financial books and records so far as may be necessary to give a complete record of all transactions carried out by the Administrator on behalf of the Trust; and (iii) providing registrar and transfer agent services in connection with the issuance, transfer and redemption of units.

The Trustee has appointed the Administrator to act as registrar and transfer agent (Registrar) for the Trusts. The services provided by the Administrator, in the context of acting as Registrar, include the maintenance of a copy of the unit register representing the Trusts records relating to unit ownership and the redemption of units; receipt of requests for redemption; authorisation of redemption payments; authorisation of disbursements of management and advisory fees, commissions and other charges; and other services as agreed by the parties.


For the purpose of calculating the Net Asset Value, the Administrator will rely on, and shall not be responsible for the accuracy of, financial data furnished to it by the Trustee, any Prime Broker, Custodian and/or any independent third party pricing services. The Administrator will not be responsible or liable for the accuracy of information furnished by other persons in performing its services for the Trusts. The Administrator in no way acts as guarantor or offeror of the Trusts’ units or any underlying investment, nor is it responsible for the actions of the Trusts’ sales agents, any Prime Broker, Custodian, any other brokers or the Trustee.

The Trustee has (on behalf of the Trusts) agreed to indemnify the Administrator for any loss the Administrator (and its contractors and agents) incurs in providing services, except where the loss is caused by the failure of the Administrator to act in accordance with the standard of care expected of a professional provider of non-custodial administrative services. The Administrator is not liable for any action taken or omitted by it (or by its contractors or agents) in good faith and in accordance with the standard of care expected of a professional provider of non-custodial administrative services, and in any event its liability is capped. The Administrator is not responsible for any trading decisions of the Trusts (all of which will be made by the Investment Manager).

The Administrator will not provide any investment advisory or management service to the Trusts and therefore will not be in any way responsible for the Trusts’ performance. The Administrator will not be responsible for monitoring any investment restrictions or compliance with the investment restrictions and therefore will not be liable for any breach thereof.

The Administrator is a service provider to each of the Trusts and is not involved directly or indirectly with the organisation, sponsorship, management or other activities of the Trusts. The Administrator is not responsible for the preparation of this Information Memorandum and the Administrator accepts no responsibility or liability for any information contained in this Information Memorandum.

Either party may terminate the Administration Agreement (among other things) on giving 30 days’ notice.

9.3 CUSTODIANS

Under agreements with the Custodians, UBS Nominees Pty Ltd, Deutsche Securities Australia Ltd and Morgan Stanley & Co International PLC, the Caledonia Trusts will be provided with custody services under which the each Custodian will hold legal title to particular assets of the Caledonia Trusts such that legal title to each asset of the Caledonia Trusts will be held by a designated Custodian.

Under a custody agreement with UBS Nominees Pty Ltd, the Caledonia Zillow Trusts will be provided with custody services under which the Custodian will hold legal title to each Caledonia Zillow Trust’s assets.

The Custodians are service providers to the relevant Trusts and are not involved, directly or indirectly, with the organisation, sponsorship, management or other activities of the Trusts.

9.4 PRIME BROKERS

UBS AG, Australia Branch, Deutsche Bank AG and Morgan Stanley & Co International PLC have been appointed as Prime Brokers for each of the Caledonia Trusts.

9.5 AUDITOR

The Auditor of each of the Trusts is Nexia Court & Co.

9.6 SERVICE PROVIDERS

The service providers to all of the Trusts may be changed and added to at any time without notice to investors.

9.7 ANTI-MONEY LAUNDERING & COUNTER-TERRORISM

FINANCING AND ECONOMIC AND TRADE SANCTIONS

The Trustee and the Investment Manager are required to comply with the AML/CTF Laws and economic and trade sanctions.

In order to comply with current or future regulations under the AML/CTF Laws and economic and trade sanctions, the Trusts, and the Administrator, or their respective subsidiaries, affiliates, directors, officers, shareholders, employees, agents, permitted delegates and sub-delegates may require you to provide appropriate detailed identification and verification about a subscriber, which may include identification of underlying beneficial owner(s). We may delay or refuse to accept a subscription (and return any funds received with the subscription without interest) of a prospective investor who delays or fails to produce any information we request for verification purposes or if we are concerned that the subscription may breach any obligation of, or cause the Trustee and the Investment Manager to commit or participate in an offence under the AML/CTF law, or other money laundering, terrorism-financing or economic and trade sanctions laws or regulations in Australia or any other country, and neither the Trustee nor the Investment Manager will incur any liability to you if we do so.

Your Subscription Agreement will not be accepted or processed until all required information has been received to our satisfaction (including any additional information that may be requested) and we are satisfied all client identification procedures have been completed and any other obligations under the AML/CTF law or other money laundering, terrorism-financing or economic and trade sanctions laws or regulations in Australia or any other country have been complied with. We may also require you to provide additional information and identification documents to those listed in the Subscription Agreement, for example where a foreign bank account to the country in which you are located is used to make subscriptions and to receive redemption and distribution payments. This may include, but is not limited to the following information:

for an individual - any maiden name or former name; for an individual - countries of citizenship and residence; for an individual - occupation and employer or business

activity; for all types of investors - source of funds and beneficial

ownership.


By applying to invest in the Trusts, you warrant that: you are not aware and have no reason to suspect that:

a. the monies used to fund your investment in any of the Trusts have been or will be derived from or related to any money laundering, terrorism financing or other illegal activities, whether prohibited under Australian law, international law or convention or by agreement ('illegal activity'); or

b. the proceeds of your investment in any of the Trusts will be used to finance any illegal activities.

you, your agent, or your nominated representative will provide the Trustee and the Investment Manager with all additional information and assistance that may be requested in order to comply with their obligations under any AML/CTF law and economic and trade sanctions.

you are not a 'politically exposed' person or organisation for the purposes of any AML/CTF law and economic and trade sanctions.

9.8 REPORTING

As an investor in a Trust, you will normally receive the following reports.

1. Monthly Report. A monthly report showing the unit price and the number of units owned by the investor will generally be made available to each investor and issued by the Investment Manager.

2. Tax, Distribution and Annual Statements. Taxation and distribution statements are forwarded to all investors annually.

3. Quarterly Commentary. Quarterly commentary on some of the key investments.

9.9 CONFLICT OF INTEREST POLICY

Conflicts of interest may occur from time to time. In the event of any potential conflict of interest for the Investment Manager, the Trustee or an affiliate will act in a manner which they in good faith believe to be in the best interests of the Trust and consistent with its duties to others.

In addition, each of the Investment Manager and the Trustee as an Australian financial services licensee has an obligation under the law to have in place adequate arrangements for the management of conflicts of interest. Caledonia has put in place procedures (outlined in its Conflicts of Interest Policy) to ensure:

Identification of all potential or actual conflicts of interest that arise in relation to the provision of financial services by Caledonia and its representatives;

Evaluation of any potential conflicts of interest. This permits a decision to be made as to whether a particular conflict of interest situation is manageable or unmanageable (e.g. must be avoided);

Identified conflicts are adequately monitored, managed and dealt with; and

That adequate disclosure of conflicts of interest to clients ensures that those people are sufficiently informed to be able to assess whether a conflict may affect the independence or quality of the financial service provided to them.

The Trustee, the Investment Manager, and their directors, employees and associates and other investment vehicles managed by the Investment Manager may invest in the Trusts or may invest in the same or similar investments that the Trusts invest in.

The Investment Manager may from time to time perform investment and management services for itself and other persons that are similar to the services performed for the Trusts. By applying to invest in any of the Trusts, the Investor understands and accepts that:

in some circumstances the Investment Manager may give advice and take action in the performance of its duties for other clients which differ from advice given and action taken in relation to the Trusts; and

the Investment Manager has no obligation to purchase or sell, or recommend for purchase or sale, for the account of the Trusts, any investment which it purchases or sells for its own account or for the account of any other client of the Investment Manager.

9.10 PRIVACY

The Trustee and the Investment Manager respect your privacy. Any personal information collected by the Trustee or the Investment Manager when you invest or at any other time in relation to your investment, is collected, used and disclosed to administer and report on your investment, and for purposes related to that. For example, your details may be used to establish your initial investment, process ongoing transactions, respond to any queries you may have, provide you with transaction, distribution, tax and annual statements, and to provide you with information on the performance of your investment, change in product features, Trust commentary and other topical information. In certain circumstances, the Trust may be required by the AML/CTF Law, the Financial Sector (Collection of Data) Act (Cth), the Corporations Act (Cth), the Taxation Administration Act (Cth), the Income Tax Assessment Act (Cth) and other laws, including taxation laws, to collect certain personal information about you. The Trustee may also collect, use and disclose your personal information to the extent required or permitted by any applicable law, rule or regulation which mandates reporting and/or retention of information or to the extent required by any order or directive regarding reporting and/or retention of information issued by any authority or body or agency in accordance with which the Trustee is required or accustomed to act and for other purposes as listed in the Privacy Policy.

As well as internally using your personal information, the Trustee and the Investment Manager may disclose it to other persons to enable the Trustee and the Investment Manager to provide services to you. Such people include:

the Trustee, the Investment Manager and the Administrator;

third parties appointed as advisers, agents or service providers such as auditors, custodians, administrators or legal advisers or any of their affiliates;

any government agency, body or authority (including regulatory bodies);

third parties you authorise to act on your behalf in relation to your investment such as your investment consultant, financial adviser, broker or solicitor or any of their affiliates; and

other persons and entities as permitted under the Privacy Act 1988 (Cth).


Some of the recipients to whom the Trustee or the Investment Manager may disclose your personal information may be based overseas. It is not practicable to list every country in which such recipients are located but it is likely that such countries will include the USA, Canada, the United Kingdom, New Zealand and members of the European Union from time to time. Such overseas recipients may not be bound by the Privacy Act 1988 (Cth). You acknowledge that by consenting to the Trustee and/or the Investment Manager disclosing your personal information to overseas recipients, Australian Privacy Principle 8.1 will not apply to the disclosure. This means that the Trustee or the Investment Manager (as applicable) will not be required to take reasonable steps in the circumstances to ensure that the overseas recipient does not breach the Australian Privacy Principles in relation that personal information and as a result the Trustee or Investment Manager may not be liable under the Privacy Act 1988 (Cth) if the recipient does not act consistently with the Australian Privacy Principles. By signing the Subscription Agreement you consent to disclosures to overseas recipients.

If you provide incomplete or inaccurate information, the Investment Manager may not be able to process your subscription.

The Trustee and the Investment Manager have adopted the Caledonia Privacy Policy (“Privacy Policy”). A copy of the Privacy Policy is available by contacting the Investment Manager on +61 2 9255 7600 or emailing [email protected]. The Privacy Policy states how the Trustee and the Investment Manager manage personal information. The Trustee and the Investment Manager aim to keep your personal details as up to date and accurate as possible. If any of your personal details are incorrect or have changed please inform the Investment Manager by contacting Investor Relations on +61 2 9255 7600 or email [email protected]. The Privacy Policy includes information as to how you can access and/or seek correction of the personal information the Trustee or Investment Manager holds about you. If you wish to find out what personal details the Trustee or Investment Manager holds with respect to you, please contact the Investment Manager on +61 2 9255 7600 or email [email protected]. The Privacy Policy also contains information about how you can complain about a breach by the Trustee or the Investment Manager of the Privacy Act 1988 (Cth) and how the Trustee or Investment Manager will deal with such a complaint.

Each investor will be required to acknowledge in its Subscription Agreement that the Trust, the Administrator and/or the Trustee may disclose to each other, to any other service provider to the Trusts or to any regulatory body in any applicable jurisdiction copies of the investor’s Subscription Agreement and any information concerning the investor provided by the investor to the Trust, the Administrator and/or the Trustee and any such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on such person by law or otherwise.

9.11 CONFIDENTIALITY

No Confidential Information may be disclosed by an investor to any person except:

with the consent of the Trustee and the Investment Manager; or

if the investor is required to do so by law or by a stock exchange.

In this Information Memorandum, “Confidential Information” means all confidential, non-public or proprietary information regardless of how the information is stored or delivered, exchanged between the Investment Manager, the Trustee (or any of its directors, officers, employees, advisers or representatives) and any investor in a Trust before, on or after the date of Information Memorandum relating to the business, technology or other affairs of the Caledonia Group or a Trust, including, without limitation, each Trust’s asset composition, and the investment policy.

9.12 NO COOLING OFF PERIOD

No cooling off period is provided in respect of investments in the Trusts.

An application lodged with the Trustee is irrevocable except as required by law.

9.13 AMENDMENT OR WITHDRAWAL OF THIS

INFORMATION MEMORANDUM

The Investment Manager may amend or withdraw this Information Memorandum at any time and may reissue a new or amended Information Memorandum from time to time.

9.14 ROUNDING

If the Investment Manager accepts a subscription for units in whole or in part or redeems units, the number of units issued or redeemed is the number (rounded to the nearest whole number) determined by the Investment Manager by dividing the relevant subscription amount by the unit price.

9.15 APPOINTING AN AUTHORISED REPRESENTATIVE

If you wish to appoint someone else to operate your investment on your behalf, the following conditions apply:

1. Your authorised representative can do everything you can do with your investment except appoint another authorised representative.

2. To cancel your authorised representative you must give us seven (7) Business Days written notice.

3. You release and indemnify the Trustee (including for the purposes of this section each of its respective affiliates, directors and other officers, shareholders, employees, agents, permitted delegates and sub-delegates, including the Administrator) from and against all liability which may be suffered by you or by the Trustee or brought against the Trustee in respect of any acts or omission of your authorised representative, whether authorised by you or not.

To appoint an authorised representative, complete the relevant sections in the Subscription Agreement.


9.16 FATCA

The Trusts have been registered as Reporting Australian Financial Institutions under the IGA.

The Investment Manager will conduct due diligence on prospective investors and on existing investors to comply with each Trust’s obligations under the IGA. If you are subscribing for units, you will need to provide the Investment Manager with certain information and/or documentation when completing the Subscription Agreement and otherwise on request. While you hold units, you may need to provide the Investment Manager with certain information and/or documentation on request.

The Investment Manager may report information about you and your unit holding to the ATO. Generally, the Investment Manager will report to the ATO information about you and your unit holding if you are a U.S. citizen or resident, a certain type of U.S. entity or a certain types of non-U.S. entity that is controlled by one or more U.S. citizens or residents, and will also report information to the ATO on any payments a Trust makes to any “Nonparticipating Financial Institution”, as defined in the IGA. If you do not provide the Investment Manager with the required information and/or documentation upon request, the Investment Manager may be required to report information in respect of you and your units to the ATO and/or may not issue units to you.

In accordance with the IGA, the ATO will share information reported to it by Australian financial Institutions with the U.S. Internal Revenue Service.

You should consult with your tax adviser for further information on how the relevant Trust’s due diligence and reporting obligations under the IGA may affect you.

9.17 AMENDMENTS TO THE TRUST DEEDS ON 24

OCTOBER 2014:

REORGANISATION OF THE CALEDONIA TRUSTS POSSIBLE MERGER OF THE CALEDONIA TRUSTS STREAMLINING OF CALEDONIA TRUSTS

1. Amendments to facilitate the reorganisation of the

Caledonia Trusts

The Trustee and Caledonia (in relation to the Caledonia Trusts have made amendments to the Trust Deeds to:

a. enable the Trustee acting with the utmost good faith to sell and otherwise deal with and dispose of any of the assets of the Original Trust to the Manager or the Trustee or the trustee of another fund;

b. permit the Trustee acting with the utmost good faith to sell and otherwise deal with and dispose of any assets to another fund for less than market value, provided that the unitholders in the other fund are identical to the Unitholders in the relevant Original Trust and hold units in the other fund in the same proportion that they hold units in the relevant Original Trust;

c. permit in-specie transfers of Trust Property to Unitholders in satisfaction of all or part of a payment of a distribution of income or capital with the consent of a Unitholder, (or without that consent if the Trustee reasonably considers it to be in the best interests of the Unitholders) and provide for the valuation of in-specie transfers and give the Trustee power to charge the Unitholder the costs of the valuation;

d. in the case of the Caledonia Trust (Series D), permit the Trustee to retire on less than one month’s notice to the Unitholders subject to the Investment Manager’s acceptance of that shorter retirement period;

e. permit the Trustee to appoint a related body corporate or an associate as trustee of the Original Trust;

f. in the case of Caledonia Trust (Series A), Caledonia Trust (Series B) and Caledonia Trust (Series C), permit the Manager to cause interim distributions of Distributable Income; and

g. in the case of Caledonia Trust (Series A), Caledonia Trust (Series B) and Caledonia Trust (Series C), allow income or gains to be included in redemption proceeds and in the case of Caledonia Trust (Series D) clarify that power and also allow capital or income to be distributed at any time pro rata to Unitholders.

2. Amendments to facilitate possible future mergers

It is possible that three of the existing Caledonia Trusts will be merged into the remaining Caledonia Trust. The Trustee and Caledonia (in relation to the Caledonia Trust (Series A), Caledonia Trust (Series B) and Caledonia Trust (Series C)) have made amendments to the Trust

Deeds to:

a. on similar terms to those proposed for in-specie

distributions (see above), permit in-specie transfers of Trust Property to Unitholders in satisfaction of all or part of a redemption request;

b. permit in-specie applications; and c. in the case of Caledonia Trust (Series A), Caledonia

Trust (Series B) and Caledonia Trust (Series C), add as an additional circumstances where redemptions can be suspended where Caledonia, or the Trustee (with or Caledonia’s approval) reasonably considers it necessary to reorganise or restructure the capital or the holding of Assets in respect of the Original Trust (a similar power will be inserted into the Caledonia Trust (Series D) Deed as part of the amendments to require redemptions in certain circumstances).


3. Amendments to Caledonia Trust (Series A), Caledonia Trust (Series B) and Caledonia Trust (Series C) to more closely align with Caledonia Trust (Series D)

The Caledonia Trust (Series A), Caledonia Trust (Series B) and Caledonia Trust (Series C) Trust Deeds have been amended so that terms of the Caledonia Trust (Series A), Caledonia Trust (Series B) and Caledonia Trust (Series C) align more closely with the terms of Caledonia Trust (Series D) and to make other changes, including by: a. removing the 3% of the unit price deduction for

redemptions on the first business day following a valuation day;

b. permitting the Manager to waive some or all of the sell spread on redemptions of Units;

c. reducing the minimum subscription from $1 million to $500,000;

d. allowing the extension of the maximum period for suspending redemptions from 60 days to a period determined having regard to Unitholders’ interests (the Caledonia Trust (Series D) Deed does not currently require the redemption requests to be satisfied and so currently has no suspension provisions);

e. when calculating the Issue Price, requiring the Net Trust Value to be calculated at the close of business on the Valuation Date instead of immediately before the time of issue;

f. specifying the time at which a unit will be redeemed as the close of the relevant business day;

g. removing certain obligations imposed on the Primary Custodian and imposing them directly on Caledonia, including:

calculating the amount of Distributable Income and the Net Trust Value available;

pay all the costs, disbursements and Management Fees out of the income of the Trust Fund;

collecting and receiving income of the Trust Fund;

h. removing certain formal documentary requirements in respect of certain communications between Unitholders, the Trustee and Caledonia and permit greater flexibility in relation to the form of those communications; and

i. including express requirements as to how to value certain Assets (e.g. in different time zones) (there is no Caledonia Trust (Series D) Deed equivalent).

4. Amendments to Caledonia Trust (Series D) to more closely align with Caledonia Trust (Series A), Caledonia Trust (Series B) and Caledonia Trust (Series C)

The Trustee has amended the Caledonia Trust (Series D) Trust Deed so that the terms of the Caledonia Trust (Series D) align more closely with the terms of Caledonia Trust (Series A), Caledonia Trust (Series B) and Caledonia Trust (Series C), including by:

a. requiring the Trustee to redeem Units on receiving a

redemption request unless the Trustee suspends redemptions or the request would cause the unitholder to hold less than the minimum holding amount;

b. permitting the suspension of redemptions on the same terms as set out in the Caledonia Trust (Series A), Caledonia Trust (Series B) and Caledonia Trust (Series C) Deeds (after they are amended);

c. expressly providing for minimum application amounts for Units;

d. specifying the time of the day (ie the close) as the time at which the issue price of Units in the Original Trust will be calculated;

e. requiring joint Unitholders to nominate one contact unitholder and entitling the Trustee to deal with that unitholder only;

f. requiring the provision of distribution statements to Caledonia Trust (Series D) Unitholders;

g. permitting the Trustee to deduct from distributions any fees the Unitholder owes the Manager;

h. including provisions regarding monthly and annual redemptions of Units;

i. including confidentiality and secrecy obligations on the Trustee and Unitholders; and

j. including express valuation provisions for assets traded outside Australia (a similar amendment is proposed for the other Original Trusts).

TH


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Definitions

Capitalised terms used in this Information Memorandum and the Subscription Agreement have the following defined meanings unless the context provides otherwise.

Administrator State Street Australia Limited

AML/CTF law The Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF) Act 2006 including any regulations made under it and subject to any AML/CTF rules issued by the Australian Transaction Reports and Analysis Centre

ASIC the Australian Securities and Investments Commission

Auditor Nexia Court & Co

Business Day Any day other than Saturday, Sunday, a bank holiday or public holiday in Sydney

Caledonia Trust Caledonia Trust (Series A) Caledonia Trust (Series B) Caledonia Trust (Series C) Caledonia Trust (Series D)

Caledonia Trust (Series A) the Caledonia (Private) Investment Trust

Caledonia Trust (Series B) the Caledonia Global Investment Trust

Caledonia Trust (Series C) the Caledonia Australia Trust

Caledonia Trust (Series D) the Caledonia Small Caps Trust

Caledonia Zillow Trusts Caledonia Zillow Trust (Series A) Caledonia Zillow Trust (Series B) Caledonia Zillow Trust (Series C) Caledonia Zillow Trust (Series D)

Caledonia Zillow Trust (Series A) the Caledonia (Private) Investment No 2 Trust

Caledonia Zillow Trust (Series B) the Caledonia Global Investment No 2 Trust

Caledonia Zillow Trust (Series C) the Caledonia Australia No 2 Trust

Caledonia Zillow Trust (Series D) the Caledonia Small Caps No 2 Trust

Custodian UBS Nominees Pty Ltd in the case of a Zillow Trust and, in the case of a Caledonia Trust, UBS Nominees Pty Ltd, Deutsche Securities Australia Ltd and Morgan Stanley & Co International PLC

Derivative A derivative is a financial instrument which derives its value from the value of an underlying instrument such as an asset, index or interest rate.

ETF An Exchange Traded Fund – generally a mutual fund that is traded on a stock exchange.

Equity Swap A financial derivative contract in which counterparties agree to exchange at future dates cash flows relating to the performance of either a particular equity share or a stock market index.

FATCA Foreign Account Tax Compliance Act provisions of the U.S. Hiring Incentives to Restore Employment Act of 2010.

Financial Year From 1 July to 30 June of any year

GST Goods and services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999


IGA the intergovernmental agreement entered into between the Australian and the U.S. governments in relation to FATCA on 28 April 2014, as implemented by the Tax Laws Amendment (Implementation of the FATCA Agreement) Act 2014 (Cth).

Investment Manager Caledonia (Private) Investments Pty Limited

Investment Objective and Strategy is the strategy of the relevant Trust, as outlined in section 4

Net Asset Value The Net Asset Value, or NAV, of the Trust determined in accordance with the Trust Deed

Prime Brokers UBS AG, Australia Branch, Deutsche Bank AG and Morgan Stanley & Co International plc

Redemption Date Where an investor requests that Units be redeemed as at the end of the Financial Year, the last day of the relevant Financial Year or such other date as may be determined by the Investment Manager; or

In any other case, the first Business Day following the next Valuation Day after the end of 30 days from the receipt of the Redemption Request by the Investment Manager.

Sell spread The difference between the Net Asset Value per unit and the Redemption Price when an investor redeems units in a Trust, which is retained by the Trust.

Trusts the Caledonia Trusts and Caledonia Zillow Trusts

Trulia Trulia, Inc.

Trust Deed The deed establishing a Trust and includes any supplementary deed

Valuation Day The last day of each calendar month, and/or such other time or times as the Trustee may determine

Wholesale Client has the meaning given in Sections 761G(7) and 761GA of the Corporations Act

Zillow Zillow, Inc.

Zillow Companies Trulia and Zillow.


Directory

ADMINISTRATOR

State Street Australia Limited Level 14 420 George Street Sydney NSW 2000 Australia

AUDITOR

Nexia Court & Co Pty Ltd Level 16 1 Market Street Sydney NSW 2000 Australia

CUSTODIANS

UBS Nominees Pty Ltd Level 16, Chifley Tower 2 Chifley Square Sydney NSW 2000 Australia

Deutsche Securities Australia Limited Level 16, Deutsche Bank Place Cnr Hunter & Phillip Streets Sydney NSW 2000 Australia

Morgan Stanley & Co International PLC 25 Cabot Square/Canary Wharf London E14 4QA United Kingdom

INVESTMENT MANAGER

Caledonia (Private) Investments Pty Limited Level 7, Gold Fields House 1 Alfred Street Sydney NSW 2000 Australia

LEGAL ADVISERS

King & Wood Mallesons Level 61, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia

PRIME BROKERS

UBS AG, Australia Branch Level 16, Chifley Tower 2 Chifley Square Sydney NSW 2000 Australia

Deutsche Bank AG Level 16, Deutsche Bank Place Cnr Hunter & Phillip Streets Sydney NSW 2000 Australia

Morgan Stanley & Co International PLC 25 Cabot Square/Canary Wharf London E14 4QA United Kingdom

TRUSTEE

Alfred Street Nominees Pty Limited Level 7, Gold Fields House 1 Alfred Street Sydney NSW 2000 Australia

Documents

Information Memorandum - netwealth · Information Memorandum for the Caledonia Trusts and the Caledonia Zillow Trusts 2 February, 2015 Caledonia (Private) Investments Pty Limited