Information Memorandum PRIMEWEST DIVERSIFIED INCOME TRUST NO 3 · The Primewest Diversified Income Trust No 3 proposes to initially acquire Red Hill . Homemaker Centre for $38,000,000

PRIMEWEST DIVERSIFIED INCOME TRUST NO 3Trustee: Primewest Funds LtdACN: 134 321 216 AFS Licence: 339074 Issued: 27 July 2018

Information Memorandum

Contents

1.0 Executive Summary ....................................................01

2.0 Disclaimers .................................................................... 04

3.0 Property Overview .....................................................06

4.0 Market Overview ...........................................................12

5.0 Financial Analysis......................................................... 15

6.0 Trust Overview ...............................................................17

7.0 Management of the Trust ......................................... 19

8.0 Fees and Charges ........................................................23

9.0 Risks ..................................................................................24

10.0 Additional Information ...............................................26

11.0 Application Form .........................................................28

EXECUTIVE SUMMARY

1.0

Trust OverviewThe Primewest Diversified Income Trust No 3 proposes to initially acquire Red Hill Homemaker Centre for $38,000,000 (subject to successful due diligence). The Centre is a modern, large format retail (“LFR”) centre located in Queensland.

Subject to the final amount of capital raised, it is intended that the Trust will target further high quality properties on yields typically ranging from 6.0% to 8.0%, providing diversity by sector, tenant and location.

The Trust will seek to deliver leveraged cash returns of 7.0% to 7.5% (once fully invested) and a target IRR of 11.0%.

The Trust will seek to fully invest the funds during the 2018/19 financial year.

Projected Investment Return

Forecast Return on Equity (8 year average) 7.0% - 7.5% pa

Forecast Internal Rate of Return (IRR) 11.0% pa

Primewest Diversified Income Trust No 3 1

The PropertyRed Hill Homemaker Centre is a single level LFR centre, developed in 2004 on a high profile corner in the suburb of Norman Gardens, approximately 4kms north-east of Rockhampton’s city centre. The improvements are configured over four buildings, positioned in an efficient layout for easy access and ample exposure to passing traffic.

The Property’s highlights include:

• A well presented, modern LFR centre with a diverse tenant mix with future growth potential;

• A total gross lettable area of 16,275sqm; • Anchored by The Good Guys and BCF, with 19 other LFR tenants and complemented

by 6 service retailers;• Ample parking with 495 at-grade vehicle bays; • A WALE (by Area) of 4.74 years; and• An occupancy rate of 100%.

Application Closing Date 5pm (AWST), Monday, 13 August 2018.

Investment TermAn investment in the Trust should be considered medium to long term, with an anticipated term of 8 years.

Investment StrategyThe investment strategy for the Trust includes:

• Providing a diversified income return across sector, tenant and location together with capital appreciation.

• Pro-actively managing lease expiries and tenants to create a stable income return.• Actively managing the properties to increase tenant satisfaction and retention.• Managing the properties during the leasing cycle to take advantage of the prevailing

market conditions.• Implementing a strategic capital expenditure program to assist in further improving

the standard and value of each asset.

The Offer for Units in the Trust The Offer is to raise a minimum equity of $21,955,000.

The Trustee reserves the right to accept additional subscriptions above this amount to acquire additional Properties. Please refer to Section 5 for further information.


Investment StructureA special purpose Unit Trust is being established for the acquisition of the property and subsequent property acquisitions. Investors will be issued Units in the Trust. For liquidity of Units refer to Section 6.

Manager and Trustee of the Trust Primewest Funds Ltd ABN 97 134 321 216, AFSL: 339074 of Level 1, 307 Murray Street, Perth, Western Australia.

The Manager will hold the assets and manage the Trust for the Unitholders and provide the Trust Management Services, including maintaining a reporting system that will provide the Unitholders with information on an annual basis concerning the management and investment performance of the Trust.

The Manager will also perform Asset Management Services in relation to the properties on behalf of the Trust.

The Manager is entitled to fees as set out in Section 8 for the performance of these duties.

Debt Funding Primewest, as Manager, will source debt funding for the acquisition of the properties and for any other purpose such as to improve the assets.

Further InformationFor further information, please contact a member of the Primewest Executive Team.


Julian Lodge Chief Investment Officer T: +61 8 9321 7133 M: 0419 952 144 E: [email protected]

John Bond Director T: +61 8 9321 7133 M: 0412 959 251 E: [email protected]

David Creasy Chief Operating Officer T: +61 8 9321 7133 M: 0405 986 012 E: [email protected]

David Schwartz Director T: +61 8 9321 7133 M: 0411 882 172 E: [email protected]

Adam O’Donoghue Head of Asset Management T: +61 8 9321 7133 M: 0431 722 328 E: [email protected]

Jim Litis Director T: +61 8 9321 7133 M: 0418 953 385 E: [email protected]


Nature of this DocumentThis document has been issued by Primewest Funds Ltd ABN 97 134 321 216 (“Primewest”). Primewest Funds Ltd is the holder of Australian Financial Services Licence No. 339074. This document is dated 27 July 2018.

This document is not a prospectus or a product disclosure statement and does not have to comply with the relevant provisions of the Corporations Act 2001 dealing with disclosure documents.

This document is for the sole use of the recipient and may not be reproduced or distributed to any other person. If you have received this document from anyone other than Primewest, please return it to Primewest.

This document outlines some of the key points in relation to the investment which Primewest proposes to undertake. The matters included in this document do not constitute a comprehensive statement of the costs, benefits, risks and other characteristics of the investment.

All potential investors should read this document in its entirety, obtain advice from a suitably qualified professional advisor and make their own assessment of the investment before deciding to invest.

This document does not constitute advice on legal, taxation and investment matters and does not take into account the investment objectives or the personal financial circumstances of any person to whom it is provided. Therefore, you should consult with a suitably qualified professional advisor to assist you in making your decision whether or not to invest.

DisclaimerWhilst this document includes information about Primewest, the nature of the investment, the Property and other matters, it is not exhaustive in its contents and should not be considered as such.

All projections and forecasts in this document are for illustrative purposes only using those sources as described. They are based on the opinions of, and the assumptions and qualifications made by the directors of Primewest as at the date of this document. Actual results may be materially affected by

changes in economic and other circumstances.

Any reliance placed upon the accuracy of projections, forecasts and other information provided in this document, and the appropriateness of opinions, assumptions and qualifications used, is a matter for your own commercial judgment. No representation or warranty is made that any projections, forecasts, values, assumptions or estimates contained in this document can or will be achieved.

Notwithstanding that parties other than Primewest are named in this document, none of those other parties was involved in the preparation or issue of this document and therefore, none of those other parties has any responsibility for the contents of this document.

Primewest and its directors, officers, employees, advisers and representatives give no warranty and make no representation in respect of the contents of this document and accept no responsibility for the accuracy, reliability or completeness of the information provided in this document.

InvestorsInvestment is only available to investors who are “wholesale clients” within the requirements of section 761G and 761GA of the Corporations Act 2001 (Cth) or who are otherwise entitled to invest – see section 6 of this document for more detail.

Foreign JurisdictionsThis IM does not constitute, and may not be used for the purpose of, an offer or solicitation in any jurisdiction other than Australia or in circumstances in which such offer or solicitation is not authorised. No recipient of this IM in any jurisdiction other than Australia may treat it as constituting an offer to acquire units in the Trust.

In particular, this product has not been and will not be registered under the US Securities Act or the securities laws of any state of the United States and may not be offered, sold, delivered or transferred in the United States or to, or for the account of, any “US Person” (as defined in Regulation S under the US Securities Act). Neither this IM nor any Application Form or other material relating to this product may be distributed in the United States.

2.0 DISCLAIMERS


No responsibility for contents of documentTo the maximum extent permitted by law, neither the Trustee nor any of its associates, related parties, directors, officers, employees, advisors (including financial, accounting and legal advisors) or representatives make any recommendation in relation to the Trust, or make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the information contained in this IM.

This IM does not purport to contain all the information that a prospective Investor may require in evaluating a possible investment in the Trust. This IM must be read in conjunction with the Trust’s Constitution, a copy of which is available by contacting the Trustee on (08) 9321 7133. To the extent there are any inconsistencies between the Constitution and this IM, the IM will prevail.

Not regulated by APRAThe Trustee is not authorised under the Banking Act 1959 (Cth) (Banking Act) and is not supervised by the Australian Prudential Regulation Authority, nor are investments in the Trust covered by the deposit or protection provisions in section 13A of the Banking Act.

Forward looking statementsThis IM includes forward looking statements that may contain the words “believe”, “intend”, “estimate”, “expect” and words of similar meaning. All statements other than statements of historical facts included in this IM, including, without limitation, those regarding the Trust’s financial position and business or investment strategy, plans and objectives are forward looking statements. Such forward looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Trust to be materially different from future results, performance or achievements expressed or implied by such forward looking statements.

Any forward looking statements are based on numerous assumptions regarding the Trust’s operations and present any future business and investment strategies and the markets in which the Trust will operate in the future. These forward looking statements are made on the date of this IM. Accordingly, there can be no

assurance that such statements, estimates or projections will be realised.

Independent advice recommendedProspective Investors are not to construe the contents of this IM as tax, legal or investment advice. The information contained in this IM is general information only and does not take into account your objectives, financial situations or needs. An investment in the Trust should be regarded as speculative and may not be appropriate for all persons or entities. You should seek appropriate professional advice and should conduct your own independent investigation and analysis regarding any information contained in this IM. You should rely on your own enquiries, in particular in obtaining your own legal, investment and tax advice in determining whether to invest in the Trust.

No guaranteeAn investment in the Trust is subject to investment risk including risk capital invested may be lost and income not earned. Neither the Trustee nor any of its directors, officers, employees, advisors or representatives guarantee the rate of return or performance of the Trust, the meeting of the objectives of the Trust, nor do they guarantee the repayment of committed capital nor do they make any guarantees about the timing of repayment of committed capital, which may be significantly delayed.

Trustee limitation of liabilityExcept in certain circumstances (including fraud, negligence or willful default by the Trustee), the Trustee enters into transactions for the Trust in its capacity as trustee of the Trust only, not in its own capacity, and its liability in relation to those transactions is limited to the assets of the Trust.

ConfidentialityThis IM is confidential and is being provided to prospective Investors for them to consider investing in the Trust. Its use for any other purpose is not permitted. It may not be reproduced or redistributed, in whole or in part, and its contents may not be disclosed to any person.

INITIAL PROPERTY OVERVIEWLOCATIONRockhampton, QueenslandRockhampton is located in northern Queensland approximately 640kms north of the Brisbane CBD and 280km south from Mackay. Rockhampton is known as the regional centre of Central Queensland, with industrial and agricultural industries based in the immediate locality. The city is serviced by the Rockhampton Airport and acts as a gateway for tourism to the Mount Archer National Park and the Capricorn Channel.

The Property is situated within the suburb of Norman Gardens approximately 4kms north-east of Rockhampton’s city centre. The Property occupies a prominent corner position, with dual street frontage and excellent exposure to Richardson Road and Yaamba Road. Yaamba Road is a major thoroughfare road servicing the greater Rockhampton area, characterised by a number of commercial and retail uses, including Bunnings, numerous fast food outlets, vehicle repair and showroom development. Stockland Rockhampton Shopping Centre is located approximately 1km south of the Property and is anchored by a Coles, Woolworths, Big W and Kmart.

Development immediately surrounding the Property includes Rockhampton North Retirement Resort to the east, showrooms to the south and west and residential development, parklands and community facilities to the north.


3.0

Source: UBD-Gregory’s. October 2014.

Source: UBD-Gregory’s. October 2014.

Source: Nearmap. 2018.

Location Overview


Site DetailsA summary of The Property’s Title and Site description are provided below:

Address 400 - 434 Yaamba Road, Norman Gardens QLD 4701.

Legal Description Lot 10 on Survey Plan 163307. Certificate of Title 50519350.Lot 13 on Survey Plan 163307. Certificate of Title 50519352.

Tenure 100% fee simple (freehold).

Site Area Lot 10: 46,430sqm. Lot 3: 2,182sqm.

Site Dimensions Yaamba Road (western boundary): ............................................288.5m Richardson Road (northern boundary): ......................................128.7m

Site Description The land is an irregular shaped site comprising two adjacent lots with dual street frontage. The lot has a moderate slope towards the south-west boundary in its natural state and has been excavated and retained to provide a building platform which is above the Yaamba Road frontage.

Access The Property is situated on the south-eastern alignment of Yaamba Road and Richardson Road. Yaamba Road is a main thoroughfare servicing the locality. The centre benefits from a high profile, corner location with high levels of passing traffic.

Governing Authority

Rockhampton Regional Council.

Planning Instrument

Rockhampton Region Planning Scheme 2015.

Zoning Specialised Centre Zone – Yaamba Road Precinct.

Flooding Rockhampton Regional Council records indicate the property is above known 100 year flood levels.

Interests on Title There are various interests registered on the Titles, such as easements and various lease dealings.

The listed easements and encumbrances reflect the as built nature of the Property and do not detrimentally affect the value of the Property as currently developed.

Further details of the interests registered on the Title are available on request.


Source: Land Title Extract.

ImprovementsRed Hill Homemaker Centre is a modern large format retail centre, secured by 21 LFR tenants and complemented by 6 service retailers.

The centre is a single level retail centre, developed in 2004 on a high profile corner in the suburb of Norman Gardens approximately 4kms north-east of Rockhampton’s city centre. The improvements are configured over four buildings, positioned in an efficient layout for easy access and ample exposure. The layout provides all tenants with direct access and exposure to the at-grade car park.

The site provides parking for approximately 495 at-grade car spaces with rear loading to numerous tenancies. The car park includes secure lighting and landscaped garden beds throughout.

Internally, each showroom is well configured with largely open floor plates and glazed elevation/shopfronts facing the central car park. Tenancy sizes typically range from 78sqm to 2,473sqm. Each tenancy is serviced with air-conditioning, fire services and rear loading (to the larger tenancies).

A summary of the Property’s improvements are provided below:

Building Area 16,275sqm.

Year Built 2004.

Construction Reinforced concrete with steel framing throughout. External walls comprise of masonry block and concrete tilt panel.

Fire Prevention The centre is fully serviced with fire protection throughout.

Security Security systems are installed to various tenancies.

Loading Areas Loading bays are located at the rear of the centre.

Amenities Separate male and female ablutions are located within the centre.

Car Parking 495 at-grade vehicle bays.


Financial OverviewA summary of the financial information is provided below:

Passing Base Income $3,876,743

Recoverable Outgoings $274,601

Gross Passing Income $4,151,344

Less Total Outgoings ($789,449)

Total Net Passing Income $3,361,895

Occupancy 100%

WALE (by Area) 4.74 years

ValuationRed Hill Homemaker Centre has been valued by CBRE as at 7 July 2018 and has supported the purchase price of $38,000,000 (100% interest). A copy of the valuation report is available on request.

Floor PlanA floor plan identifying the tenancy layout is provided below. This plan is indicative only and does not reflect the exact configuration of each tenancy.


Tenant OverviewThe tenancy details for the Property is summarised as follows:


Shop No.

Tenant Name Lease Expiry GLA(sqm)

GLA % Gross Passing Rent $/pa

M1 The Good Guys 24-Nov-24 2,473.0 15.2% $461,989

M2 BCF 18-Dec-26 1,562.0 9.6% $410,813

2 Dollars & Sense 16-Oct-24 1,156.0 7.1% $297,378

3 Early Settler 5-Feb-22 860.0 5.3% $210,569

4A Capricorn Skin Centre 29-Jan-21 501.0 3.1% $175,404

4B Discount Drug Store 7-Jul-21 182.0 1.1% $75,028

5 Curtain Wonderland 2-May-22 597.0 3.7% $149,627

6A Pillowtalk 7-Apr-24 1,143.0 7.0% $253,618

6B Your Home Furniture 31-Aug-25 1,143.0 7.0% $188,595

7 Rocky Pet World 30-Oct-21 598.0 3.7% $144,226

8 Beacon Lighting 21-Nov-18 769.0 4.7% $206,601

9A O.M.F 17-Apr-23 610.0 3.7% $156,921

9B Godfreys 31-Jul-19 321.0 2.0% $111,241

10 Eureka Street Furniture 31-Aug-25 988.0 6.1% $163,020

11 Deli Café 8-Jun-20 78.0 0.5% $66,134

12 Miller-Scott Gifts 30-Jun-20 79.0 0.5% $45,851

13 Red Hill News 2-Apr-22 101.0 0.6% $57,480

14A Unreal Artificial Plants 31-Dec-18 120.0 0.7% $13,104

15 VaVoom Rockhampton 31-Dec-18 130.0 0.8% $58,344

16 Café Lema 13-May-23 75.0 0.5% $65,779

19 Sleepy's 31-Dec-19 290.0 1.8% $82,743

20 Toyworld 31-Aug-21 578.0 3.6% $147,533

22 RACQ 30-Apr-20 290.0 1.8% $99,252

23 Australia Post 30-Sep-19 400.0 2.5% $112,486

24A RNA Hair Studio 22-Sep-22 123.0 0.8% $40,000

24B Fone Zone 31-Dec-18 96.0 0.6% $69,490

26 Sportscene 7-Nov-19 1,003.0 6.2% $282,120

ATM Cashcard 31-Dec-18 9.0 0.1% $6,000

Total 16,275 100% $4,151,344


Global Overview

• The global economy has strengthened over the past year. A number of advanced economies are growing at an above-trend rate and unemployment rates are low. The Chinese economy continues to grow solidly, with the authorities paying increased attention to the risks in the financial sector and the sustainability of growth. Globally, inflation remains low, although it has increased in some economies and further increases are expected given the tight labour markets. As conditions have improved in the global economy, a number of central banks have withdrawn some monetary stimulus and further steps in this direction are expected.

• Financial markets have been affected by political developments in the eurozone, particularly in Italy. There are also concerns about the direction of international trade policy in the United States and economic developments in a few emerging market economies. Long-term bond yields in most major economies have declined recently and there has been some widening of corporate credit spreads. Overall, financial conditions remain expansionary. Conditions in US dollar short-term money markets have eased recently, although they are tighter than earlier in the year, with US dollar short-

term interest rates having increased for reasons other than the increase in the federal funds rate. The higher rates in the United States have flowed through to higher short-term interest rates in a few other countries, including Australia.

• The price of oil has increased over recent months, as have the prices of some base metals. Australia’s terms of trade are expected to decline over the next few years, but remain at a relatively high level.

Source: Reserve Bank of Australia and CBRE Research, 2018.

Australian Overview

• At its June meeting, the Reserve Bank of Australia’s (RBA) Board decided to leave the cash rate unchanged at 1.5%.

• The recent data on the Australian economy have been consistent with the RBA’s central forecast for GDP growth to pick up, to average a bit above 3% in 2018 and 2019. Business conditions are positive and non-mining business investment is increasing. Higher levels of public infrastructure investment are also supporting the economy. Stronger growth in exports is expected. One continuing source of uncertainty is the outlook for household consumption. Household income has been growing slowly and debt levels are high.

MARKET OVERVIEW

4.0

• Employment has grown strongly over the past year, although growth has slowed over recent months. The strong growth in employment has been accompanied by a significant rise in labour force participation, particularly by women and older Australians. The unemployment rate has been little changed at around 5.5% for much of the past year. The various forward-looking indicators continue to point to solid growth in employment in the period ahead, with a gradual reduction in the unemployment rate expected. Wages growth remains low. This is likely to continue for a while yet, although the stronger economy should see some lift in wages growth over time. Consistent with this, the rate of wages growth appears to have troughed and there are reports that some employers are finding it more difficult to hire workers with the necessary skills.

• Inflation is low and is likely to remain so for some time, reflecting low growth in labour costs and strong competition in retailing. A gradual pick-up in inflation is, however, expected as the economy strengthens. The central forecast is for CPI inflation to be a bit above 2% in 2018.

• The Australian dollar remains within the range that it has been in over the past 2 years. An appreciating exchange rate would be expected to result in a slower pick-up in economic activity and inflation than currently forecast.

• The housing markets in Sydney and Melbourne have slowed. Nationwide measures of housing prices are little changed over the past 6 months, with prices having recorded falls in some areas. Housing credit growth has slowed over the past year, especially to investors. APRA’s supervisory measures and tighter credit standards have been helpful in containing the build-up of risk in household balance sheets, although the level of household debt remains high. While there may be some further tightening of lending standards, the average mortgage interest rate on outstanding loans is continuing to decline.

• The low level of interest rates is continuing to support the Australian economy. Further progress in reducing unemployment and having inflation return to target is expected, although this progress is likely to be gradual. Taking account of the available information, the RBA Board judged that holding the stance of monetary policy unchanged at its June meeting would be consistent with sustainable growth in the economy and achieving the inflation target over time.

Source: Reserve Bank of Australia and CBRE Research, 2018.

Retail Outlook

• The increased investment demand for large format retail centres is being driven by confidence in the sector as new tenants, particularly non-traditional tenants, expand their presence in LFR and help mitigate owner’s leasing risk; low interest rates and attractive yields relative to other retail sectors. However, larger retail institutional owners continue to shy away from this sector as history has proven that their retail management and leasing expertise does not easily transfer to the LFR sector. Demand has instead come from private investors and specialist owners of LFR centres. Examples include Harvey Norman, Aventus, Sentinel Property Group, Altis, Arkadia and Primewest.

• Owners will continue to explore development opportunities to capitalise on accommodative capital markets and valuation trends, but more importantly to position their assets for future growth, to accommodate new retailers and respond to competition threats. Development yields have tightened to the point some projects may be deferred or scaled back particularly as leasing risks remain a key challenge. However, developments remain an alternative to deploy capital where the opportunity to acquire quality assets is scarce.

Source: CBRE Research, 2018.



The financial analysis for the initial Property is as follows:

Purchase AssumptionsPurchase Price $38,000,000

Acquisition Costs $3,355,000

Owners’ Contingency $1,500,000

TOTAL $42,855,000

Purchase SnapshotPurchase Price $38,000,000

Initial Passing Yield 8.85%

Capital Rate $/sqm $2,335/sqm

Debt (LVR 55%) $20,900,000

Equity Required $21,955,000

TOTAL $42,855,000

INVESTMENT RETURN OBJECTIVE

Forecast ROE (Year 1) 7.00%

Forecast ROE (8 year average)

7.00% - 7.50%

Forecast IRR 11.00% pa

The projected returns are indicative only and are not guaranteed by Primewest.

Note: The financial cashflow projections are available on request.

FUNDING STRUCTURE1. Purchase PriceThe purchase price of the property is $38,000,000 as it has been assumed that the Going Concern provisions of the GST Act will be applied. No allowance has been made for a refund of GST.

2. Acquisition CostsAn allowance that will be attributed to costs associated with the acquisition and settlement of the units in the Primewest Diversified Income Trust No 3 including Stamp Duty and Transfer registration fees, preparation of the Trust Deed, due diligence costs, Primewest Establishment Fee, plus the cost of obtaining finance including valuation of the Property.

3. Net Rental IncomeCurrent net rental income for the property is based on the tenancy schedule provided by the Vendor, refer Section 3.0. Future rental income e.g. after expiry of a lease, not covered by the tenancy schedule have been based on the Primewest Director’s forecast of future market conditions. A delay in finding suitable tenants at the projected rents will affect the performance of the investment.

4. Interest CostsIndicative offers for debt funding indicate interest rate margins of 1.70% inclusive of costs and brokerage fees. This is based on a three year facility. The 90 day BBSY is currently 2.05%. Actual interest rate costs may vary between now and Settlement, and may also vary throughout the Investment Term. Interest rates used for future years represent the Primewest Director’s forecast of rate movements in future years. Actual interest rates may be higher or lower than the Director’s forecast during the investment period.

5. Owners’ ReserveFor the purchase of the initial property approximately $1,500,000 will be held as an owners’ reserve. For additional purchases, additional funds will be allocated to the owners’ reserve at Primewest’s discretion. These funds will be applied to expenses such as capital works, tenant incentives, leasing fees or investor distributions.

6. Building Allowances & Depreciation Income tax deductions for 2.5% building allowance and plant and equipment depreciation at the statutory rate will be claimed in respect of the property.

INITIAL PURCHASE SNAPSHOT

FINANCIAL ANALYSIS

5.0


INVESTMENT STRUCTURE

Funding There will be two sources of funding to meet the Trust’s costs:

A) Investor EquityB) Borrowings

Investor Equity The Offer is to raise a minimum initial equity of $21,955,000. 10% of this amount will be payable at the time of application for units in the Trust, to be held in trust by solicitors Norton Rose Fulbright Australia and used to pay the deposit, stamp duty, due diligence costs and fund the purchase of the initial Property. The remaining money will be transferred into the Fund’s bank account.

It is currently the Trustee’s intention for the Fund to raise up to an additional $34,000,000 of equity to acquire additional properties. When combined with debt the Trustee expects the Fund could acquire additional properties with a value of approximately $100,000,000.

Additional properties have not yet been identified. However the investment objective of the Fund is to provide a regular income stream to investors of between 7.0% and 7.50% per annum over the life of the Fund with potential for capital growth. The Trustee expects any additional properties identified by the Trustee on behalf of the Fund to support this investment objective.

The Trustee may refuse to accept an investor’s application in its absolute discretion, including if the Trustee does not receive the Application Money in cleared funds and/or is not satisfied that it has received all relevant information required to process the Application Form

Confirmation of an investment will normally be issued within seven Business Days of the investment being processed.

BorrowingsThe Trustee will source debt funding for the acquisition of the initial Property and any subsequent acquisitions, or for any other purpose such as to improve the properties.

Debt funding for the Fund will target a LVR of 55%. The debt funding will be non-recourse to the investors and only secured over the properties and assets of the Fund generally.

The Trustee may at its discretion increase the loan to value ratio to 65% of the value of the Properties to accommodate a fall in capital value or to fund capital works or tenant incentives with a view to returning to 55% loan to value ratio over the medium term.

To facilitate the acquisition of the initial Property the Trustee will source finance from an Australian Bank. Finance will be subject to formal credit approval however the Trustee anticipates that the terms will be similar to the following:

• Expected loan principal of $20,900,000 being 55% of asset value.

• Margin of 1.70% over 90 day BBSY including costs and brokerage fees.

• Application Fee of up to 0.5% of loan value.• Maximum permitted LVR of up to 55% of

valuation.• Loan term 36 months.• Interest will be paid on a monthly basis

over the term.• The loan is to be a non-recourse loan. The

lender will secure the loan against the land and buildings, and the assets of the Fund only – there will be no recourse to the Investors.

• Security: A first ranking mortgage will be registered over the initial Property and a general security agreement granted over the assets of the Fund.

The Trustee may choose to fix the interest rate on any loan facility, although is not obliged to do so.

TRUST OVERVIEW


6.0

Trust StructureThe Trust is being established to acquire and hold the properties with the primary purpose being to derive rental income from leasing the properties.

Primewest Funds Ltd will act as Trustee and Manager of the Unit Trust. The role of Primewest Funds Ltd is to hold assets of the Trust, provide management and administrative services to the Unit Trust and asset management services to the properties.

The Unit Trust structure for the acquisition of the assets is a SPV generally considered suitable for investment by Superannuation Funds. Prospective investors should however seek their own specialist advice in this regard.

The Investment The Trust will be a Unit Trust and an investment can be made by applying for Units at an issue price of $1.00 each.

The Manager is seeking to raise a minimum amount of $21,955,000 by offering a minimum of 21,955,000 Units for subscription.

Each Unit will be issued on a partly paid basis on receipt of the deposit of 10% on application, being no later than 5pm (AWST) Monday, 13 August 2018.

Primewest will then call the remaining funds by no later than 5pm (AWST), Tuesday, 4 September 2018. Primewest reserves the right to raise additional funds beyond this date in order to fund further property acquisitions. The Trust will seek to fully invest the funds during the 2018/19 financial year.

Failure to pay the balance by the due date may result in the deposit (10%) and the Units being forfeited. The manager can extend the application date at its discretion.

It is currently the Trustee’s intention for the Fund to raise up to an additional $34,000,000 of equity to acquire further properties. When combined with debt the Trustee expects the Fund could acquire additional properties with a value of approximately $100,000,000.

Qualifying Investors The investment is only available to investors who are “wholesale clients” within the requirements of Section 761G and 761GA of the Corporations Act 2001 (Cth) or are otherwise entitled to invest as described below.

To qualify, an investor must satisfy one of the following:

a) The investor is a wholesale client for the purposes of section 761G of the Corporations Act, in that:

i. the price payable by the investor for its Units is a minimum amount of $250,000; ii. the Units are acquired by the investor for use in connection with a business that is not a small business (as defined in section 761G(12) of the Corporations Act); or

b) The investor is a wholesale client for the purposes of section 761G of the Corporations Act, in that the Units are not acquired for use in connection with a business and the investor has given to the provider of the Units, before the issue of the Units, a copy of a certificate given within the preceding 24 months by a qualified accountant (as defined in section 9 of the Corporations Act) that states that the investor:

i. has net assets of at least $2,500,000; or

ii. had a gross income for each of the 2 financial years immediately prior to subscribing for Units of at least $250,000 a year; or

c) The investor is a professional investor, as defined in the Corporations Act; ord) The investor is otherwise deemed to be a wholesale client for the purposes of the Corporations Act; e) The investor is a sophisticated investor in respect of whom the requirements of section 761GA of the Corporations Act have been satisfied; orf) The investor has applied for Units in response to a personal offer made to the applicant as part of a small scale offering in accordance with section 1012E of the Corporations Act.

Liquidity and Withdrawal The Trust will be illiquid due to the:

a) long term nature of the investment;b) Unitholders not having the capacity to withdraw from the Trust prior to its termination; andc) the limited secondary market for Units.

During the life of the Trust a Unitholder may, subject to the terms of the Trust Deed, sell or transfer their units at any time. However, the Manager will not operate a market for trading units in the Trust and is not obliged to assist Unitholders in identifying prospective purchasers of units. The Transfer of Units will be subject to costs which may include Stamp Duty.

Trust Distributions It is expected trust distributions will be made during the investment term which can form income and/or capital amounts. Payments of cash distributions to Unitholders are planned to be made monthly. This is subject to change at the discretion of the Manager.

Term of Investment The Trust should be viewed as a long term investment.

The Trust has a Term of 8 years however it may be reviewed annually by the Manager. The term of the Trust may be extended at the Manager’s discretion for a period of up to 12 months or for a further period by resolution of the Members and the Property, or any individual Property, may be sold at anytime during the Investment Term at the Manager’s discretion.

Reporting The Manager will report to the Unitholders on an annual basis.

This report will contain a brief summary concerning the management and investment performance of the Trust.

Subscription MoniesThe subscription amount being sought is for a minimum amount of $21,955,000.

Should the Trust not proceed, the application funds received will be refunded. No interest will be paid on refunded applications.

The Manager may take subscriptions above the target amount.

Conflicts of Interest The Directors and staff of Primewest or members of their families or entities which they control or have an interest in may also invest in the Trust.

They may also indirectly benefit from the fees charged in relation to the establishment, operation and management of the Trust.

Copies of the Trust Deed Copies of the Trust Deed are available at the office of Primewest and upon request.


Investment StrategyThe investment strategy for the Trust is to:

• Provide a diversified income return across sector, tenant and location together with capital appreciation.

• Proactively managing lease expiries and tenants to create a stable income return.

• Actively managing the properties to increase tenant satisfaction and retention.

• Managing the properties during the leasing cycle to take advantage of the prevailing market conditions.

• Implementing a strategic capital expenditure program to assist in further improving the standard and value of each asset.

Asset Management and Trust ManagementThe Asset Management and Trust Management will be undertaken by Primewest Funds Ltd (“Manager”).

The Manager will be responsible for matters including:

• Coordinate the pre-acquisition Due Diligence program including the appointment of Valuers, Legal service providers and Technical Due Diligence consultants. Where appropriate, the Manager may appoint other service providers to assist in the completion of its Due Diligence enquiries. This could include, but would not be limited to Planning and Environmental consultants.

• Arrange debt funding and manage the ongoing reporting obligations and refinancing as required.

• Coordinate Settlement of the initial and additional properties.

• Optimise financial performance of the investment.

• Property management and leasing.• Render an annual report and statement of

account.• Arrange property insurances.• Tenancy management.• Equity raising and debt funding.• Development management (if required).


MANAGEMENT OF THE TRUST

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TrusteePrimewest Funds Ltd will act as Trustee of the Unit Trust. This role involves holding assets of the Primewest Diversified Income Trust No 3.

Projected Return to UnitholdersThe Trust is projected to achieve a return on equity of 7.00% to 7.50% (average) over the term with a forecast IRR of 11.00%; however this is not guaranteed by the Manager.

The financial projections in this Information Memorandum have been prepared using various assumptions which have been made based on the best estimates of the Manager.

Potential investors should appreciate that many factors which affect these projections are outside the Manager’s control and cannot be foreseen. As such, the actual results may differ from those projected. The projected results demonstrate the expected return inflows and outflows of the Trust before tax and other non-cash deductions are taken into account.

About Primewest Primewest Funds Ltd is the holder of Australian Financial Services Licence No. 339074. Primewest Funds Ltd is a related company of Primewest Management Ltd, which also holds an Australian Financial Services Licence No. 250963, and is an established syndicator and developer which invites like-minded participants to benefit from its property expertise.

With more than two decades of experience, Primewest commands a national property portfolio exceeding $3 billion. The portfolio includes office, large format retail, shopping centres, industrial, land subdivision and hotels.


With more than two decades of experience, Primewest commands a national property portfolio exceeding $3 billion.

Jim Litis DirectorPrimewest

David Schwartz DirectorPrimewest

John Bond DirectorPrimewest


David is a founding Director of Primewest and has over 30 years’ experience in property investment and development.

David started life in South Africa where he was involved in property development and ran a chain of retail stores and hotels. In South Africa he was Licensed Valuer. In South Africa David was instrumental in listing two major real estate investment trusts on the Stock Exchange.

David has overseen the development and construction of numerous major projects undertaken by Primewest. This has delivered a range of very high quality of development outcomes across different asset classes including office, retail, large format retail and industrial. He also has a very good understanding of the retail sector having been involved in retail and fast food franchising businesses.

He has recently been appointed to the Board of the Home Consortium (the company that acquired the Masters business from Woolworths). The Masters portfolio consists of over 700,000 sqm of retail space that is currently being re-configured and will be re-purposed suitable for large format retail use.

John is a founding Director of Primewest and has been instrumental in its growth and development. His background spans law, investment banking as well as property investment and development.

As a professional property investor, he has over 30 years’ experience in negotiating acquisitions, overseeing the development of properties and asset management.

Along with his fellow directors, John guides the Primewest team in all aspects of the business. John’s hands on approach affords Primewest a competitive and agile approach to delivering high quality outcomes.

Since 1990 John has been instrumental in delivering exceptional property and community outcomes across residential and commercial sectors. Community accolades for Ellenbrook, The Vines and Trinity at Alkimos establish John at the forefront of the sector.

John is a qualified solicitor and also holds a Bachelor of Commerce degree and is a Corporate Member of the Property Council.

He is Chairman of two charities, being Australian Doctors for Africa and The Fathering Project.

Jim is a founding Director of Primewest and has been a professional investor for over 35 years.

It was in the early 80’s that Jim’s interest in commercial property investments began with the acquisition of several CBD properties and a small shopping centre.

Jim qualified from Curtin University with a Bachelor of Science (Pharmacy). However, not long after obtaining his degree, Jim decided to venture into retail and opened Douglas Hi Fi followed shortly thereafter with a Sony Central store. The business was a great success and eventually it was sold in late 1988 to a large public company.

Jim’s involvement in retail has given him a deep knowledge and understanding of retail properties. He has overseen the establishment and growth of the Primewest national retail portfolio which comprises sub regional and neighbourhood shopping centres, CBD retail assets as well as large format centres with a combined value in excess of $1 billion.

He has developed long standing relationships with most of the major national retailers and is very well respected in the industry.

Executive Team

Julian Lodge CIOPrimewest

David Creasy COOPrimewest


Julian is the Chief Investment Officer of Primewest. He has over 24 years’ experience in the property industry with particular capabilities in property funds management, property development and the asset management of property investments.

His focus lies with the identification and delivery of key investment opportunities, together with the divestment strategy for Primewest. He works closely with the asset management team to deliver investment outcomes.

Julian is a Board member on the Western Australian Property Council Divisional Council and the Property Education Foundation of WA. He is a Senior Associate Member of FINSIA and is also a qualified Real Estate Agent.

David is the Chief Operating Officer of Primewest and has over 25 years’ experience of strategic and operational leadership in the property, hospitality and retail industries. Within the property industry David has significant experience in the development of residential, commercial and mixed use properties across North America and in the management and operation of diverse investment property portfolios.

David leads the internal business operations of Primewest and is responsible for accounting, treasury, finance, information technology, human resources, compliance and administration.

David is a Chartered Professional Accountant (Canada).

Executive Team

Adam O’Donoghue Head of Asset ManagementPrimewest

Adam has over 13 years’ experience in the property industry and oversees the Asset Management department.

Adam and the asset management team seek to maximize property value and investor returns by improving a properties’ cash flow, closely managing and monitoring property expenditure and maintaining close relationships with existing and potential tenants and other stakeholders associated with the Primewest portfolio.

He holds a Bachelor of Commerce and in previous roles has worked as a taxation accountant.

FEES AND CHARGESDISCLOSURE OF INTERESTS

The following is a disclosure of the fees which the Manager is entitled to charge. These fees will be payable out of Trust income and assets (other than the Transfer fee):

Establishment FeeThe establishment fee shall be an amount equal to 2.5% of the purchase price for each of the properties (excluding any GST component of the purchase price) acquired for the Trust.

This fee arises on each Purchase Date as a result of the Manager providing its services in locating the property, negotiating its purchase, establishing and promoting the Manager, negotiating the Loan Funds and settling the purchase of the property on behalf of the Members.

Asset Management FeeThe annual asset management fee shall be an amount equal to 0.5% of the current market value of the Trust’s properties from time to time.

Development Management FeeThe development management fee shall be an amount determined by the Trustee, from time to time, but which is not more than 4% of the amount expended by the Trustee on any structural improvement to, or further development or enhancement of the Properties. The development management fee is accrued daily and paid monthly when construction works occur.

Transfer FeeThe Transfer Fee shall be an amount nominated by the Trustee and which is not more than 1% of the gross consideration payable for the transfer of any Units(s) (excluding any GST of that consideration). This fee is payable by the transferor of the Units and not by other Members.

Performance FeeThe Manager’s entitlement to the Performance Fee is in recognition of the overall performance of the Property as an investment and is calculated by reference to the internal rate of return achieved on the investment.

The Performance Fee shall be an amount equal to 20% of the return received by Unitholders above a 10% internal rate of return (excluding GST) determined at the time of Sale of the property subject to a minimum fee equal to 2% of the aggregate sale price of all properties held by the Trust.

In the event there are surplus returns above the 10% hurdle rate (“Outperformance”), the Manager will be entitled to 20% of the Outperformance amount.

If the Term is extended beyond the anticipated 8 year term then the Manager will be entitled to 50% of the Performance Fee (based on an independent Valuation) at the end of the Initial Term with the balance payable upon the sale of the last remaining property held by the Trust.

Additional Service FeesThe Manager is entitled to additional service fees if the Manager provides an additional service to the Trust or the Members being a service which:

(i) the Manager is not otherwise obliged to provide under the terms of this document; and

(ii) if provided by a person other than the Manager would result in the Manager incurring a Trust Cost.

GST ExclusiveThe Manager’s Fees are calculated by reference to amounts which are exclusive of GST. The Manager is entitled to recover, in addition to the Manager’s Fees, an amount equal to the GST payable by the Manager in respect of taxable supplies made by the Manager.


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RISKS

DISCLOSURE OF RISKS

There are always risk factors associated with property investment, some of which relate directly to the properties and some of which are economic and global in nature. Those listed below are perceived by the Manager to be the most relevant but this list is not exhaustive as there may be other risk factors.

Loss of TenantThe Trust will have a diversity of tenants. The loss of any tenant that is not replaced within a timely manner has the potential to have a material impact on the performance of this investment.

The target returns assume that as any future vacancies arise, replacement tenants are found in a timely manner. A delay in finding suitable tenants at the projected rents will affect the performance of the investment.

Interest RatesInterest rates may rise or fall over the duration of the Trust. The forecast interest rates in the project feasibility are based on rates (current and forward swap rates) available at the date of this Information Memorandum.

Market ConditionsThe value of any investment in real property is determined by the market at any particular point in time. History has shown that real estate values fluctuate. An investment in the Primewest Diversified Income Trust No 3 may be adversely influenced by the following factors:

• A downturn in the property market in general.

• A downturn in the Australian economy. • A downturn in the property industry

segment.

Projected Returns are not RealisedThis IM contains projections based on many factors beyond the control of the Manager. The projection assumptions are based on the following external information:

• Likely commercial rental and leasing rates and incentive levels.

• Likely building costs and building cost escalation levels if renovations or extensions are considered.

• Likely interest rate and financing costs from the preferred financier.

Regulatory ChangesThe introduction of new, or amendment of existing, legislation may have a detrimental effect on the property.

Illiquid Investment The Trust will be illiquid due to the:

a) long term nature of the investment;b) Unitholders not having the capacity

to withdraw from the Trust prior to its termination; and

c) the limited secondary market for Units.

During the life of the Trust a Unitholder may, subject to the terms of the Trust Deed, sell or transfer their units at any time. However, the Manager will not operate a market for trading units in the Trust and is not obliged to assist Unitholders in identifying prospective purchasers of units. The Transfer of Units will be subject to costs which may include Transfer Duties.

Buildings are DestroyedWhile the Trust owns the Properties the Manager will put in place the normal commercial insurance policies to cover damage or destruction due to fire, theft, vandalism or other commercially viable insurable events. However, in the event of damage or destruction, there is likely to be consequential loss of income and expenses incurred.

RefinancingIt is proposed that finance will be obtained from an Australian financial institution or other major lender. The finance facility is likely to contain lending covenants and review requirements. If any of the facilities are not renewed or additional conditions are imposed this may impact on the return to Members.


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Breach of Finance CovenantsThe Manager will obtain debt funding to complete the acquisition of the Property. The Lender will impose lending covenants that will include, amongst other things, a Loan to Value and Interest Cover ratios. In the event of a breach of any Lender covenant, that is not remedied, the Lender will have the right to take certain measures which may include, but not be limited to, withholding income from the Property, or in the most serious instances, the forced sale of the properties.

Owners’ ContingencyThe Manager will establish an Owners’ Reserve to pay any unforeseen expenses. In the event that the account is exhausted, the Manager may be required to reduce income distributions to Members or require a capital contribution from Members to provide for any shortfall in recurring expenses (e.g. interest payments).

Unexpected Capital ExpenditureIn the event of unexpected capital expenditure the Manager will use cash reserves from the Trust Owners’ Contingency. Should the expenditure be greater than the amount held in cash reserves, the Manager may borrow against the unencumbered equity of the properties.

GeneralA subscription in this Trust is subject to investment risk, including the loss of income and capital. The Manager does not guarantee the performance of the Trust or return of capital.

ADDITIONAL INFORMATION

ConstitutionThe Constitution is the primary document governing the relationship between the Investors and the Trustee. It contains extensive provisions about the legal obligations of the parties and the rights and powers of each.

Each Unit gives you an equal and undivided interest in the Fund. However, a Unit does not give you an interest in any particular part of the Fund. Subject to the Constitution, as an Investor you have the following rights:

a) The right to share in any distributions.b) The right to attend and vote at meetings

of Investors.c) The right to participate in the proceeds

of winding up of the Fund.

The Constitution contains provisions about convening and conducting meetings of Investors.

The Trustee can amend the Constitution subject to securing a Special Resolution of Investors.

A copy of the Constitution is available free of charge by calling the Trustee on (08) 9321 7133.

Privacy PolicyBy applying to invest in the Trust you are providing personal information to Primewest.

The Privacy Act 1988 (Cth) regulates the way in which Primewest collects, uses, keeps secure and gives people access to their personal information.

Primewest is bound by the Australian Privacy Principles and will collect and store personal information from Unitholders in a safe and secure manner.

Your personal information will be used to process your application and, if your application is successful, to administer and report on your unit holding and the progress of the Trust’s activities. Your personal information may also be provided to other persons to enable Primewest to


10.0

provide these services to you (e.g. service providers, consultants, and advisers), or to other Unitholders or to persons that you authorise to act on your behalf in relation to your investment (e.g. your financial adviser, accountant or lawyer). We may also disclose your personal information to others as permitted under the law.

Your personal information will be added to a Primewest mailing list and used for future marketing of Primewest investment opportunities.

A copy of our Privacy Statement is available at the offices of Primewest and upon request free of charge. Primewest collects, holds and uses your personal information to process your application, and if your application is successful, administer your unitholding in the Trust.

Anti-Money Laundering and Counter Financing Terrorism ActBefore Primewest can accept your application it will be necessary to provide certified photographic identification of your identity.

If you are making an application as a Company, Trust or Superannuation fund, Primewest will require details of the registration of the entity and certified photographic identification of at least

one of the Directors. If you are making an application as a Trust, Primewest will require an extract of the Trust Deed, details of the Trustees and beneficiaries of the Trust.

Further details of the requirements may be obtained from Primewest.

Foreign Account Tax Compliance Act (“FATCA”)FATCA is United States (“US”) tax legislation that enables the US Internal Revenue Services (“IRS”) to identify and collect tax from US residents that invest in assets through non-US entities. If you are a US resident for tax purposes, you should note that the Fund is or is expected to be a ‘Foreign Financial Institution’ under FATCA and it intends to comply with relevant FATCA obligations, as determined by either the FATCA regulations or anti inter-governmental agreements (“IGA”) entered into by Australia and the US for the purposes of implementing FATCA. Under these obligations, the Fund will have to obtain and disclose information about certain Investors to the Australian Taxation Office. In order for the Fund to comply with relevant obligations, we will also request that you provide certain information about yourself, including your US Taxpayer Identification Number (“TIN”). We will only use such information for this purpose from the date the Fund is required to do so.


APPLICATION FORMHow to Apply?Should you wish to apply for Units in the Trust, please complete and return the Application Form with 10% of the application amount by no later then 5pm AWST, Monday, 13 August 2018 and Units must be fully paid by no later than 5pm (AWST), Tuesday, 4 September 2018.

Attached is a copy of the Trust Application Form. A copy of the Trust Deed is also available upon request.

If you require any further information on the Trust, please contact:


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Julian Lodge Chief Investment Officer T: +61 8 9321 7133 M: 0419 952 144 E: [email protected]

John Bond Director T: +61 8 9321 7133 M: 0412 959 251 E: [email protected]

David Creasy Chief Operating Officer T: +61 9321 7133 M: 0405 986 012 E: [email protected]

David Schwartz Director T: +61 8 9321 7133 M: 0411 882 172 E: [email protected]

Adam O’Donoghue Head of Asset Management T: +61 8 9321 7133 M: 0431 722 328 E: [email protected]

Jim Litis Director T: +61 8 9321 7133 M: 0418 953 385 E: [email protected]

Page 01Primewest Diversified Income Trust No 3

Trust Application FormPrimewest Diversified Income Trust No 3Once completed, please email to [email protected] or fax to 08 9321 7144 or mail to Primewest Funds Ltd, GPO Box H555, Perth WA 6841 so that it is received by Primewest Funds Ltd by no later than 5pm AWST Monday, 13 August 2018.

Details of Applicant

Include individuals full name, company name, super fund or trustee name (including full name of trustee):

Banking Details for Distribution

Mailing Address:

Contact Name:

Name of Account (to be credited):

State:

Home Tel: Work Tel:

Post Code:

Account No:

Mobile: Fax:

Email:

Bank:

BSB:

Tax File Number:

ABN (if applicable in the name of Company Super Fund or Trust):

Date of births (if applicable in the name of Individual(s):

Taxation Information

Are you an Australia resident for tax purposes? (please tick): YES

Are you a resident for tax purposes of any country other than Australia (please tick): YES

NO

NO

Page 02Primewest Diversified Income Trust No 3

I/we apply for Units in the Trust to the value of:

Note: Each unit will be issued at a price of $1.00

By signing this application form, I/we agree to be bound by the terms and conditions of the trust deed establishing the Primewest Diversified Income Trust No 3 and to observe and perform all the obligations imposed on me/us by that trust deed. I/we acknowledge that we have read the contents of this Information Memorandum and accept that there are risks associated with this investment.

I/we also declare that the details inserted in this application form are complete and accurate. If a sole signatory signing on behalf of a company, I confirm that I am signing as Sole Director and Sole Secretary of the company or as duly authorised representative or agent of the company. If investing as trustee, on behalf of a superannuation fund or trust, I/we confirm that I am/we are acting in accordance with my/our designated powers and authority under the trust deed. In the case of a superannuation fund, I/we also confirm that it is a complying fund under the Superannuation Industry (Supervision) Act 1993 and that the investment is within the investrment policy of the Fund. If application is signed under Power of Attorney, I/we submit a certified copy of the Power of Attorney with this application.

I/we will provide the Manager or its agents with any information or documentation required by it to comply with any obligations it may have in connection with FATCA and the Anti-Money Laundering and Counter-Terrorism Finance laws.

The first tranche of funds being: (10% payable to: Norton Rose Fulbright Australia )

Signature 1 or Director 1, or Trustee 1 or Sole Director or Sole Trustee

Print Name and office held

Date

Signature 2 or Director 2, Secretary or Trustee 2

Print Name and office held

Trust Account is attached / has been transferred to:A/C Name: Norton Rose Fulbright Australia Trust AccountBank: ANZ Banking Group LimitedBSB: 014 002A/C No: 8349 88844Reference: 4008 258/SURNAME

If by direct transfer, please advise(a) The name of the investor;(b) The investor’s address (to which the receipt is to be sent);(c) The amount deposited into the trust account;(d) Send the above information to: [email protected] or fax 08 9321 7144

I/we also understand and acknowledge that the remaining funds (90%) are to be paid in the same manner by Tuesday, 4 September 2018 or within 7 days after Primewest Funds Ltd notifies me/us that the balance is payable.

I/we hereby authorise and direct Norton Rose Fulbright Australia to deal with all monies deposited by me/us into your trust account in any manner as directed by Primewest Funds Ltd or its authorised officer.

Signature(s):

Contact Information

Level 1, 307 Murray Street, Perth WA 6000 GPO Box H555, Perth WA 6841

Tel: +61 8 9321 7133 Fax: +61 8 9321 7144

Email: [email protected]

PRIMEWEST DIVERSIFIED INCOME TRUST NO 3

Documents

Information Memorandum PRIMEWEST DIVERSIFIED INCOME TRUST NO 3 · The Primewest Diversified Income Trust No 3 proposes to initially acquire Red Hill . Homemaker Centre for $38,000,000