prospectus and product disclosure statement storage fund important information this offer document...

Issued by Abacus Storage Funds Management Limited ACN 109 324 834 AFSL 277357 and Abacus Storage Operations Limited ACN 112 457 075

Prospectus and Product Disclosure Statement

Abacus Storage Fund

ABACUS STORAGE FUND

IMPORTANT INFORMATION This Offer Document is a prospectus and product disclosure statement. It is dated 24 December 2008 and is issued by Abacus Storage Funds Management Limited ACN 109 324 834 AFSL 227 357 and Abacus Storage Operations Limited ACN 112 457 075. Contact details for the issuers are set out in the corporate directory on the inside back cover. The Trust is registered with ASIC as a managed investment scheme ARSN 111 629 559. A copy of this Offer Document was lodged with ASIC on 24 December 2008.

ASIC takes no responsibility for the contents of this Offer Document.

This Offer is open from 31 December 2008 unless ASIC determines otherwise. No application will be accepted under this Offer Document before this date. No Stapled Securities will be issued on the basis of this Offer Document later than 13 months from the date of this document.

Unless otherwise permitted by applicable law, the Offer described in this Offer Document is only available to residents of Australia. This Offer Document does not constitute an offer in any place in which, or to any person to whom, it would be unlawful to make such an offer. Anyone who comes into possession of this Offer Document should seek advice on, and observe any restrictions on, accepting an offer or distributing the Offer Document. Any failure to comply with those restrictions may constitute a violation of applicable securities law. Unless stated otherwise, all fi gures are expressed in Australian dollars.

Capital and investment returns are not guaranteedInvestors should be aware that an investment in the Fund is illiquid and subject to risk. Stapled Securities in the Fund are not quoted on any stock market. The value of the Fund’s assets, its forecast fi nancial performance and distributions are not guaranteed by Abacus Storage Funds Management Limited, Abacus Storage Operations Limited, Abacus Property Group or anyone else. Prospective fi nancial information included in this Offer Document is based on assumptions about future events and market conditions and consequently is subject to signifi cant uncertainty. Actual results are likely to vary from the forecasts and any variation may be materially positive or negative. Past performance is not a reliable indicator of future performance.

Updating this Offer DocumentThe information in this Offer Document is current as at the date of this document. It is subject to change from time to time. Where new information is not ‘materially adverse information’ (ie it is not information required to be included in a supplementary offer document), it may be updated through Abacus Property Group’s website or when reporting to you. You may access updated information by viewing the Fund page on the Abacus Property Group website at www.abacusproperty.com.au or you can contact Abacus. A paper copy of any updated information will be made available without charge on request.

Master Trust/ Wrap AccountsIf you invest in the Fund through an investment or reporting service such as a master trust, wrap account, investor directed portfolio service or nominee or custody service, you are an indirect investor in the Fund. The operator of the service that invests for you will be recorded as the Securityholder in the Fund. The service operator will have all the rights and benefi ts of a Securityholder. For example, the service operator will receive distributions and any statements or reports from the Fund and may provide instructions concerning additional investments, withdrawals and the payment of distributions. Investors should be aware that different fees and charges, arrangements for the application and transfer of Stapled Securities, distribution calculation and timing may apply to wholesale investors, including investment or reporting services. Your rights are governed by your agreement with your service operator. Any queries or instructions relating to your investment should be directed to your service operator.

Other informationThis Offer Document contains important information but it does not take into account your investment objectives, fi nancial situation or particular needs. Accordingly, before you invest, you should read this Offer Document carefully in its entirety and consider whether an investment in the Fund is appropriate to your objectives, fi nancial situation and needs. Prospective investors should refer to Section 10 of this Offer Document and consider the risks associated with an investment in the Fund. You are encouraged to obtain independent legal, tax and fi nancial advice.

Abacus has not authorised any person to give any information or make any representation in connection with this Offer that is not contained in this Offer Document. No such information or representation may be relied on as having been authorised by Abacus in connection with this Offer.

In this Offer Document, “Abacus”, “we”, “us” or “our” refers to Abacus Storage Funds Management Limited. A list of other defi ned terms used throughout this Offer Document appears in the glossary.

KEY DATES

Priority Entitlement closing date

27/02/09

General offer opening date

02/03/09

CONTENTSCONTENTS

KEY DATES

Priority Entitlement closing date

27/02/09

General offer opening date

02/03/09

1 Fund Overview / 13

2 The Offer / 25

3 The Fund’s Portfolio of Self Storage Facilities / 27

4 The Self Storage Industry / 32

5 The Operator – Storage King / 35

6 The Responsible Entity / 37

7 Fees and Other Costs / 38

8 Financial Information / 44

9 Taxation Information / 60

10 Investment Risks / 63

11 Additional Information / 68

12 Glossary / 76

13 How to Apply / 77

ABACUS STORAGE FUND

1ABACUS STORAGE FUND

Abacus Storage Fund offers investors the opportunity to participate in the Australasian self storage sector

2 ABACUS STORAGE FUND

$215m$215m$205m$ 05

$174m$$170m$ 0

$Asset value

Since its launch in November 2005, Abacus Storage Fund has grown from 16 self storage facilities to 41 self storage facilities...

...and today the Fund’s portfolio is valued at $317 million

The growth in asset values to $317 million include capital expenditure and foreign exchange movements

June 08

23% EBITDA growth and $15m valuation uplift

June 07

$20m valuation uplift

Jul 06

Acquisition of a further 14 assets for $68m

Aug 05

Initial acquisition of 16 assets for $93m

Nov 05

Fund launch

Dec 06

Fund closes with 75m securities issued and over 1,300 investors

Dec 08

Acquisition of a further 11 facilities for $83m

$$93m$93m


Abacus Storage Fund is now one of the largest participants in the Australasian self storage sector

THE FUND’S PROPERTIES COMPRISE:

392,916m – 2 of land

197,577m – 2 of net lettable storage area

Brisbane

Sydney

AucklandHamilton

ChristchurchDunedin

Canberra

Townsville

Melbourne

Ballarat


The strong performance of Abacus Storage Fund has been achieved through our partnership with Storage King, Australasia’s largest licensor and manager of self storage facilities

MANAGERThe Fund has appointed Storage King to manage all of its self storage facilities. Of the 41 facilities 38 trade under the Storage King brand

NETWORKStorage King oversees a licensed network of 115 self storage facilities in Australia and New Zealand, with a 10 year track record in the sector

PARTNERThe Fund is Storage King’s largest licensee


This performance has been driven by growth in profi ts at the store level, brought about through:

Growth in average occupancy from 80% in –2005 to 87% in 2008

Annualised growth in average rental rates –of approximately 7% per annum

Strict cost control with average operating –margins in excess of 60%

The development of 9,140m – 2 of additional net lettable storage area

* Annualised total return is based on an original investment of $1.00 per Stapled Security in November 2005, quarterly distributions and an adjusted net asset value at 30 September 2008 of $1.21. Past performance should not be taken as an indicator of future performance. Please refer to the Risks Section in this Offer Document to review the potential risks to forecast performance.

Abacus Storage Fund has provided its investors with an annualised total return of approximately 15%*


The Fund was launched in November 2005 to provide investors with the opportunity to participate in the emerging self storage sector. Since this time it has grown to become one of the leaders of the Australasian self storage industry, with 41 facilities valued at over $300 million.

The Fund was closed to new equity in December 2006 and since then Abacus Property Group has been aggregating a portfolio of self storage assets that comprise:

• fi ve self storage facilities in Townsville, Queensland;

• two self storage facilities in the Brisbane suburbs of Salisbury and Rocklea;

• one self storage facility in Hamilton, New Zealand; and

• an 86% interest in U Stow It Holdings Ltd, an unlisted public company that owns 3 large self storage facilities in Canberra along with a small number of ancillary commercial properties.

The Fund acquired this portfolio of assets in December 2008 for $82.5 million, funded with $50.5 million of bank debt and a $37.0 million facility from Abacus Finance. This Offer Document has been issued to raise the $37.0 million required to repay this facility.

We are very grateful to the founding investors in the Fund who supported our decision to enter this sector three years ago and we are pleased that we have been able to reward them with regular distribution payments and continued capital growth over the intervening period.

We have structured this new Offer to provide our founding investors with a priority entitlement to the new securities being issued. We will also be pleased to welcome new investors to the Fund.

The Offer is described in detail on the following pages of this Offer Document. We provide a comprehensive overview of the Fund, the performance of its existing 30 assets, details on the new assets acquired and fi nancial forecasts through to June 2010.

Given the current economic climate, we encourage you to read the Offer Document in detail, particularly the risks section, and, if after doing so you are interested in investing in the Fund, to seek the advice of your fi nancial adviser before proceeding.

Yours faithfully

JOHN THAME Chairman,Abacus Storage Funds Management Limited

FRANK WOLF Chairman, Abacus Storage Operations Limited

It gives us great pleasure to provide you with the opportunity to subscribe for new equity in Abacus Storage Fund

Dear Investor,


Summary of the Offer

KEY FEATURE SUMMARY

FUND OVERVIEW The Abacus Storage Fund was established in November 2005 to accumulate self storage properties throughout Australia and New Zealand to provide a reliable and attractive income to investors with potential for capital growth.

1.1

As at 30 June 2008 the Fund had grown to 30 properties valued at more than $215 million and the Fund had become one of the three largest participants in the Australasian self storage sector.

3.2

To continue its growth and to consolidate its position as an industry leader, the Fund has acquired a portfolio of additional self storage assets for $82.5 million that brings the total number of self storage facilities owned by the Fund to 41 and gross assets in excess of $330 million.

1.5

THE OFFER This Offer Document has been issued to provide investors with the opportunity to subscribe for 31.3 million New Stapled Securities in the Abacus Storage Fund at $1.18 per Stapled Security, to raise $37.0 million of new equity.

2.1

The new equity is being raised to repay a $37.0 million bridging fi nance facility provided to the Fund by Abacus Property Group, which enabled the Fund to acquire the Additional Assets in December 2008.

1.6

The Offer opens on 31 December 2008 and comprises a Priority Entitlement for Existing Securityholders in the Fund and a General Offer for New Investors wishing to participate in the Fund.

2.2

Priority EntitlementThe Fund’s Existing Securityholders will have a Priority Entitlement to subscribe for one New Stapled Security for every 2.459 existing Stapled Securities held, provided they apply before 27 February 2009. Existing Securityholders may take up all, part or none of their Priority Entitlement.

2.4

General OfferNew Investors will be able to subscribe for any New Stapled Securities not taken up by Existing Securityholders at the same price of $1.18 per Stapled Security. The general offer opens on 2 March 2009.

2.5

The Offer price of $1.18 may change during the life of this Offer Document, as required by the Constitution of the Trust, if the net asset value of the Fund changes.

2.3

MINIMUM INVESTMENT

There is no minimum investment for Existing Securityholders participating in the Priority Entitlement.

The minimum investment in the Fund for New Investors participating in the General Offer is $10,000 and above that in multiples of $1,000.

2.4

2.5

MANAGEMENT OF THE FUND AND ITS ASSETS

Abacus Storage Funds Management Limited is the Responsible Entity of the Trust and manager of the Company.

6

Day to day management of the Fund’s self storage facilities has been outsourced to Storage King Pty Limited.

5

THE FUND’SPROPERTYPORTFOLIO

The Fund acquired in December 2008 the following self storage assets from Abacus Property Group:• fi ve self storage facilities in Townsville, Queensland;• two self storage facilities in suburban Brisbane, Queensland;• one self storage facility in Hamilton, New Zealand; and• an 86% controlling interest in the unlisted public company, U Stow It Holdings Limited, which owns three large self storage facilities in Kambah, Belconnen and Fyshwick, ACT.

3.2

The acquisition of these Additional Assets provides the Fund with the ownership of a portfolio of 41 self storage facilities located across the eastern seaboard of Australia and New Zealand which trade at an average occupancy of 86%.

3.1

FOR FURTHER DETAILS


SUMMARY OF THE OFFER

FOR FURTHER DETAILS

KEY FEATURE SUMMARY

THE FUND’S CAPITAL STRUCTURE

The capital structure of the Fund, based on the pro-forma balance sheet as at 1 October 2008, assuming completion of the Offer, can be summarised as follows:

Gross asset value $334.2m

Bank debt $(181.6)m

Other working capital $(19.4)m

Net assets $133.2m

Outside equity interests $(5.3)m

Securityholder equity $127.9m

Stapled Securities on issue 108,398,000

Net asset value per Stapled Security $1.18

Gearing 56%

8.5

There is no bank debt maturing in the 2009 or 2010 fi nancial years. 1.7

FORECAST DISTRIBUTIONS

The Fund is forecasting to pay the following distributions to Securityholders:YEAR ENDING30 JUNE 2009

YEAR ENDING30 JUNE 2010

Cash income distribution 8.50cps 8.75cps

Franking credit component – 0.85cps

Annualised pre-tax distribution yield on $1.18 issue price

7.2% 8.1%

Tax deferred component 87% 77%

1.8

Distributions are paid quarterly and Securityholders have the option to reinvest their distributions in the Fund through the Distribution Reinvestment Plan.

1.8

Abacus and Storage King will continue to reduce their management fees by approximately 50% over the Forecast Period to 30 June 2010 to support distributions to Securityholders. In addition Abacus will provide additional income support of $1.2 million in FY2009 and $0.6 million in FY2010 to support forecast distributions.

7.3 and 7.4

FEES AND OTHER COSTS

Fees and other costs are set out in Section 7. 7

FUND TERM AND EXIT STRATEGY

Abacus will hold a meeting of Securityholders in 2010 to discuss a Liquidity Event but a Liquidity Event may still be 3 to 5 years from the date of this Offer Document given the current market conditions and the need to build suffi cient scale.

1.12

INTERIM LIQUIDITY

The Fund is not a liquid fund. Prior to crystallising a Liquidity Event for Securityholders, there is a Liquidity Facility provided by AFML, pursuant to which AFML, or its nominee, may acquire up to 1.25% of the Fund’s issued Stapled Securities each quarter. This Liquidity Facility is currently closed until part of the equity pursuant to this Offer has been raised and Abacus Property Group’s relevant interest in the Fund is reduced to below 19.9%.

1.13

RISKS There are risks associated with an investment in the Fund and neither Abacus, Abacus Storage Operations Limited, Abacus Property Group, Storage King or anyone else guarantees that the forecast returns will be achieved.

10

RELATED PARTY TRANSACTIONS

The Additional Assets were acquired from Abacus Property Group in December 2008 at independent valuations.

1.5

Property sales between related parties are supported by independent valuations and approved by the Board of Abacus Property Group.

1.14



ASIC Disclosure Principles

The Australian Securities and Investments Commission has developed eight disclosure principles in relation to investments in unlisted property schemes to help investors understand and assess these types of schemes. An unlisted property scheme is a managed investment scheme that has or is likely to have at least 50% of its non-cash assets invested in real property and/or in unlisted property schemes. The eight disclosure principles are set out below, showing the key information specifi c to the Fund and where further information is contained within this Offer Document. Unless otherwise stated in this Offer Document, Abacus meets the disclosure principles.

DISCLOSURE PRINCIPLE

KEY DISCLOSURE PRINCIPLE INFORMATION

FUND SPECIFIC DISCLOSURE PRINCIPLE INFORMATION

FOR FURTHER DETAILS

GEARING RATIO

Indicates the extent to which the Fund's assets are funded by external liabilities.

This disclosure principle requires responsible entities to disclose a gearing ratio for property schemes based on the following formula:

Gearing ratio = total interest bearing liabilities divided by total assets.

ASIC expects that if schemes have material off balance sheet fi nancing, responsible entities should disclose the following gearing ratios:

a ‘look through’ ratio that takes into account • such fi nancing; a ratio based on liabilities disclosed in a scheme’s • fi nancial statements.

The Fund's reported and look through gearing ratio is 56%. The Fund has no off balance sheet fi nancing. Gearing is reported based on the pro forma balance sheet that assumes that the Abacus Working Capital Facility is repaid through the issue of Stapled Securities pursuant to this Offer Document.

1.6, 1.7, 8.5 and 10.2

INTEREST COVER

Indicates the Fund’s ability to meet interest payments from earnings.

This disclosure principle requires responsible entities to disclose a scheme’s interest cover, including any hedged interest, calculated using the following formula based on the latest fi nancial statements:

Interest cover = EBITDA* – unrealised gains plus unrealised losses divided by interest expense.

* EBITDA = earnings before interest, tax, depreciation and amortisation.

The Fund’s interest cover is 1.6 times. Interest cover is reported based on the pro forma assumption that the Abacus Working Capital Facility is repaid through the issue of Stapled Securities pursuant to this Offer Document.

1.6 and 1.7

SCHEME BORROWING

Provides information on the Fund’s borrowing maturity and credit facility expiry and any associated risks.

This disclosure principle requires responsible entities to disclose a scheme’s borrowed funds (whether on or off balance sheet). The following details should be disclosed under this principle:

maturity profi le for borrowings; • aggregate amounts owing; • undrawn amounts for credit facilities; • any prospects of refi nancing for borrowings and • credit facilities due to mature within 12 months.

The Fund has bank debt of $181.6 million. The Fund also has access to the Abacus Working Capital Facility with $37.0 million drawn and a further $18 million available to fund capital expenditure and repay or support bank debt if required. None of the borrowings are due to expire in the Forecast Period.

1.6, 1.7 and 11.3


SUMMARY OF THE OFFERSUMMARY OF THE OFFER

DISCLOSURE PRINCIPLE

KEY DISCLOSURE PRINCIPLE INFORMATION

FUND SPECIFIC DISCLOSURE PRINCIPLE INFORMATION

FOR FURTHER DETAILS

PORTFOLIO DIVERSIFICATION

Addresses the Fund’s investment practices and portfolio risk.

This disclosure principle requires responsible entities to disclose the current composition of a scheme’s direct property investments portfolio:

geographic location;• for non-development properties, by sector;• recent valuations for each signifi cant property;• the occupancy rate of the portfolio; • the portfolio lease expiry.•

The Fund has a portfolio of 41 self storage assets and fi ve commercial properties independently valued at over $317 million and located across the eastern states of Australia and New Zealand. The weighted average lease expiry of the Fund is not applicable because most users of the Fund’s self storage facilities pay on a month to month basis. The Fund has limited property development exposure other than the expansion of some of the facilities where demand exists.

3 and 4.2

VALUATION POLICY

Addresses key aspects of the Fund’s valuation policy for real property assets.

This disclosure principle requires responsible entities to disclose the details on valuation of direct property investments, including:

how often they obtain valuations for direct investments • in real property; whether valuations are in accordance with relevant • industry standards.

The Fund’s properties are valued annually by independent valuers, for the purposes of the accounts.

1.5 and 3.3

RELATED PARTY TRANSACTIONS

Provides information on the Fund’s approach to related party transactions.

This disclosure principle requires responsible entities who enter into transactions with related parties to disclose their approach to these transactions by including details of:

investments in and loans, guarantees and fees to any • related party;their policy on related party transactions; • how the processes and arrangements are monitored • to ensure their policy is followed.

Abacus Property Group has a relevant interest of 19.9% in the Fund’s issued Stapled Securities. The Fund has acquired the Additional Assets from Abacus Property Group, initially fi nanced by the Abacus Working Capital Facility. Abacus has a policy to ensure that the terms of any related party transactions are at arm’s length. Abacus’ compliance framework requires appropriate review of all controls applying to a fund at least annually.

1.5, 1.6 and 1.14

DISTRIBUTION PRACTICES

Addresses the Fund’s distribution practices and provides information on the sources of the distributions.

This disclosure principle requires responsible entities that make or forecast making distributions to members to disclose:

the source of current distributions and of forecast • distributions;if the current or forecast distributions are not sourced • solely from realised income, the reasons for making the distributions from other sources; if distributions are sourced other than from realised • income, whether this is sustainable over the next 12 months

Distributions are paid quarterly based on distributable income of the Fund and through income support provided by Abacus.

1.8, 7.3, 7.4, 7.5, 8.3 and 10.2

WITHDRAWAL RIGHTS

Provides information on the Fund’s withdrawal practices.

This disclosure principle requires responsible entities to clearly disclose the following details if investors are given the right to withdraw:

any signifi cant factors or limitations that may affect • the ability of investors to withdraw;an explanation of how investors can exercise their • withdrawal rights; if withdrawals are to be funded from a liquidity facility, • the material terms of the facility.

The Fund is not a liquid fund. Securityholders may elect to sell their Stapled Securities under the Liquidity Facility.

1.13, 10.2 and 11.3



Steps to Invest

1. Read this document in full including the disclaimer on the inside front cover.

Abacus is required under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 to obtain additional information about 6the identity of New Investors and to verify that information by inspectingappropriate documents or by you providing certifi ed copies of the documents.

4. Note there is no cooling-off period in relation to applications.

2. Consider the Offer in light of your particular investment objectives and circumstances, paying particular attention to the risk factors.

5. Complete the application form and, for New Investors, anti-money laundering (AML) forms. Complete the direct debit authority or make a cheque payable to Abacus Storage Fund and cross it “not negotiable”.

Further details on how to complete the application form and meet the anti money laundering requirements are set out in Section 13.

3. Consult your fi nancial, tax or other professional adviser to decide if this investment is appropriate for you.

6. Mail your application form, AML form and cheque or direct debit authority to:

Abacus Storage FundRegistries LimitedGPO Box 3993Sydney NSW 2001

ABACUS STORAGE FUND 13

SECTION 1 /

1.1 FUND BACKGROUND

The Fund was launched in November 2005 with a portfolio of 16 self storage assets located in Australia and New Zealand, comprising more than 100,000 square metres of land and approximately 70,000 square metres of net lettable area that was occupied to approximately 80%.

Shortly after the launch of the Fund, an additional 14 self storage assets were acquired, bringing the portfolio total to 30 facilities and making the Fund one of the largest industry participants in Australasia.

By December 2006, $75 million of Securityholder equity had been raised to fund the initial portfolio of 30 self storage assets and the Fund was closed to new investment.

The Fund’s portfolio comprised assets that offered the potential for value enhancement through growth in occupancy, growth in rental rate, cost containment and the potential for capacity expansion through underutilised site coverage and surplus land.

By 30 June 2007 the Fund had increased its total land holding to 242,000 square metres, increased net lettable storage area to approximately 130,000 square metres and increased average occupancy to 89%, all of which drove signifi cant revenue and profi t growth for the year.

During the year ended 30 June 2008, the Fund continued to enhance operating revenue and profi t as average rental rates were increased at the more mature facilities (ie occupied to 90% plus) and additional lettable area was developed at suitable sites. Although no new self storage assets were acquired during the year, overall self storage capacity increased by more than 8,000 square metres through the expansion of fi ve existing self storage assets, which will assist in feeding the next phase of growth in the medium term.

On a comparable store basis revenue across the portfolio increased by approximately 17% in 2008 which, given the predominantly fi xed cost structure of a self storage business, resulted in a lift in store operating profi t of 22%. Store profi t margin increased from approximately 63% to 66% in that period.

As a result of the strong level of operating performance achieved, asset values have also appreciated. This is evident in the most recent round of independent valuations, where a net revaluation uplift of $15 million was reported, despite some softening in capitalisation rates.

The underlying growth in operating performance has driven net asset value per Stapled Security to $1.35 at 30 June 2008. However, as described in Section 2.3, the fair value of the Fund’s interest rate swaps has declined in the period since 30 June 2008 as the Reserve Bank has reduced offi cial interest rates, which has seen the adjusted net asset value per Stapled Security fall to $1.21 at 30 September 2008.

Over the period since its launch in November 2005 until 30 September 2008, the Fund has provided its Securityholders with a total return of approximately 15% per annum, comprising a distribution yield of approximately 8% and capital growth of approximately 7% per annum (based on the original $1.00 investment and the adjusted net asset value of $1.21).

The acquisition of the Additional Assets in December 2008 provides the Fund with the next stage of its growth, as the new assets all offer the potential for growth in occupancy, rate or net lettable area.

The Fund now owns 41 self storage assets and 5 commercial properties across Australia and New Zealand, with gross assets of over $330 million, total land holdings of approximately 393,000 square metres, net lettable storage area of approximately 197,000 square metres and average occupancy of 86% on the expanded portfolio.

Over the life of the Fund, the investment return is expected to comprise:

• tax deferred distributions from the Trust; • dividends from the Company; • franking credits on taxed Australian income; • distributions of any realised capital gains; • capital growth in the value of the underlying

property portfolio; and • increase in the value of the business.

1.2 ACTIVE MANAGEMENT

Abacus is focused on maximising the value of the Fund’s assets by working with Storage King to optimise store performance and, where possible, expanding the size of individual facilities. This has proven a successful model at a number of facilities over recent years, as illustrated in the following examples.

Fund Overview


SECTION 1 / FUND OVERVIEW

Cleveland, Queensland

Located in the Bayside residential suburb of Cleveland, 23 kilometres south east of the Brisbane CBD, this purpose-built facility was acquired in August 2005 for $3.0 million.

At acquisition, the facility provided approximately 3,100 sqm of lettable area at 93% occupancy, which was maintained with signifi cant growth in average rental rate in the period since.

To take advantage of the strong demand for self storage space in the Cleveland area, a neighbouring site of 7,286 sqm was purchased in July 2007 for $2.3 million and construction of two new multi level storage buildings comprising 4,200 sqm of additional net lettable area was completed in July 2008 at a cost of $2.7 million. Current occupancy is relatively low following the recent expansion of the facility.

In June 2008 the combined facility was revalued at $13.1 million, resulting in a net profi t of $4.6 million on the $8.5 million total cost of the project.

As a result of the increased size of the facility and the relatively fi xed cost structure of a self storage business, gross operating margin has increased.

Acacia Ridge, Queensland

Located approximately 14 kilometres south of the Brisbane CBD in a primarily industrial suburb, this purpose built facility was acquired in August 2005 for $6.1 million.

At acquisition the facility provided a net lettable area of approximately 4,475 sqm and was 77% occupied. In addition, surplus land of approximately 2,300 sqm was used for open storage and provided potential for future expansion.

Under Storage King’s management, occupancy quickly grew to 90% plus and rental rate growth soon followed.

The decision was then made to develop the surplus land and plans for the staged development of 3 additional self storage buildings have been approved. The fi rst additional building, which provides approximately 1,200 sqm of additional net lettable storage area, was completed in June 2008 at a cost of $0.9 million, which has increased the overall facility net lettable area to approximately 6,100 sqm (including open/ warehousing storage areas).

In June 2008 the combined facility was revalued at $11.0 million, resulting in a net profi t of $3.7 million on the $7.3 million total cost of the project.

The additional two storage facilities that have been approved for future construction when demand warrants provide further capital growth potential for this facility.

AT PURCHASE

DATE OF OFFER DOCUMENT

Land area 4,107 sqm 11,393 sqm

Net lettable area 3,093 sqm 7,351 sqm

Occupancy 93% 49%

Average rental yield $188 $215

Cost $3.0m $8.5m

Value – $13.1m

AT PURCHASE




Occupancy 77% 76%


Cost $6.1m $7.3m

Value – $11.0m



Thomastown, Victoria

This purpose built facility is located in an established and developing industrial/showroom precinct in the Melbourne industrial suburb of Thomastown. The Metropolitan Ring Road runs along the property’s northern boundary, providing excellent exposure for, and access to, the business.

The facility was purchased in August 2005 for $3.35 million, at which time it comprised two buildings with net lettable area of 1,916 sqm, occupied to 82%.

Since acquisition, the facility traded at occupancies consistently above 90% and so the Fund constructed a third storage building that was completed in November 2006 which delivered approximately 1,140 sqm of additional net lettable area at a cost of circa $1.0 million.

Strong demand saw the third building reach high occupancy in a relatively short period, leading to the development of the fourth and fi nal storage building at the property. This work was completed in June 2008 and delivered approximately 900 sqm of additional net lettable area at a cost of approximately $0.5 million.

Since acquisition, the facility’s net lettable area has increased from 1,916 sqm to 3,961 sqm and despite the facility doubling in size, strong occupancy levels have been maintained and a considerable lift in average rental rates has also been achieved.

In June 2008 the combined facility was revalued at $6.4m, resulting in a net profi t of $1.5 million on the $4.9 million total cost of the project.

Blacktown, New South Wales

Located 34 kilometres west of the Sydney CBD and 10 kilometres west of Parramatta, this property is part of an established industrial precinct with easy access to the M4 motorway and the Great Western Highway. The modern facility comprises seven storage buildings and a two storey administration building including an offi ce and residence.

The facility was acquired in September 2005 for $8.0 million and had net lettable area of 6,292 sqm. At acquisition the facility was occupied to 86% and after the Fund acquired the asset, occupancy was maintained consistently above 90% and average rental rate at the site was increased. Capital expenditure was incurred of $0.5 million.

While there was insuffi cient surplus land at the site to capitalise on the strong operating performance by expanding the facility horizontally, Abacus and Storage King obtained development consent to build an additional 500 sqm of net lettable area over the top of the existing storage buildings.

This project was completed in June 2008 at a cost of approximately $0.7 million.

In June 2008 the combined facility was revalued at $13.0 million, resulting in a net profi t of $3.1 million on the $9.9 million total cost of the project

AT PURCHASE




Occupancy 82% 87%


Cost $3.35m $4.9m

Value – $6.4m

AT PURCHASE




Occupancy 86% 92%


Cost $8.0m $9.9m

Value – $13.0m

ABACUS STORAGE FUND16

1.3 FUND STRUCTURE

The Fund comprises the Abacus Storage Property Trust (Trust) and Abacus Storage Operations Limited (Company).

Fund Securityholders own Stapled Securities, which comprise one unit in the Trust stapled to one share in the Company.

The Trust is a managed investment scheme registered with ASIC (ARSN 111 629 559) and owns the majority of the Fund’s real property assets.

The Company owns the self storage businesses that operate at each property, leasing the majority of properties from the Trust and entering into licensing and management agreements with Storage King in respect of the day to day management of the business.

Abacus acts as Responsible Entity of the Trust and manages the Company.

1.4 THE SELF STORAGE INDUSTRY

The self storage industry in Australia emerged in the late 1970s as a number of Australian businesses adopted the concept as it had been developed in America. The industry has grown over the past thirty years. The self storage industry in New Zealand began in the 1990s.

The Fund is the second largest owner of both self storage properties and self storage businesses in Australasia behind Kennards Self Storage. Competitors of the Fund in the industry comprise:

• Two other national operators – Kennards Self Storage and National Storage;

• A number of large state based private businesses that own multiple sites; and

• A large number of single site owners, some of which operate institutional grade assets, but the majority of which operate smaller sites that are not suited to institutional ownership.

There is limited new supply in the sector due to unfavourable land/development economics, and in its fi rst three years the Fund has chosen not to develop any new facilities. The Fund’s preferred growth strategy is to acquire existing facilities from retiring owners and to then grow these businesses organically.

The demand for self storage is driven by a number of factors including:

• a shift to apartment living with a resulting reduction in household storage space;

• an ageing population residing in smaller homes; • house renovations; • desire by individuals, business and government to

utilise space more effi ciently; and • increased customer awareness of the self storage

industry.

SIMPLIFIED STRUCTURE CHART

AbacusStorage

Fund

Abacus Storage Operations Limited

Storage Business

Abacus Storage Property Trust

Storage Facilities

Freehold title

Lease Managementagreement

Stapled security

Storage King




The business mix at a self storage facility typically comprises about 60-70% residential users and 30 – 40% small business/corporate users.

After a number of years operating in a favourable economic environment, the Fund is now entering an economic environment where the outlook for growth is more subdued. While it is not possible to predict or forecast the likely impact of this new environment on the performance of the Fund’s self storage facilities, there will be some customers who withdraw from the Fund’s self storage facilities to lower their cost of living. On the other hand, past experience from both the Australian and American markets is that, in diffi cult economic climates, there tends to be demand from customers that are in fi nancial distress, who are either downsizing their accommodation or relocating to source new employment.

The combination of these factors has to date seen demand levels for self storage remain reasonably resilient across the portfolio this year, despite the general decline in consumer sentiment over the same period.

There is also some uncertainty as to the outlook for capitalisation rates for property values and potentially self storage assets. The Fund’s current weighted average capitalisation rate is 8.66%. To the extent that softening of capitalisation rates occurs in the sector, the impact on the Fund’s property values may be limited given the expected growth in earnings through rate and occupancy growth at the facility level and the continued strong management from Storage King. Further, the softening of capitalisation rates is most likely to have a greater impact on unbranded, smaller facilities than the institutional grade facilities owned by the Fund, which trade under a strong national brand in Storage King, and benefi t from the management expertise and economies of scale that Storage King provides.

1.5 ACQUISITION OF THE ADDITIONAL ASSETS

The Fund acquired the Additional Assets in December 2008 from Abacus Property Group. The Additional Assets acquired included:

• fi ve self storage facilities in Townsville which, at current occupancy of 75%, offer potential for further growth in this Queensland regional town;

• two self storage facilities in suburban Brisbane, both of which have expansion potential;

• one self storage facility in Hamilton, New Zealand which, at 79% occupancy, offers future growth potential; and

• an 86% controlling interest in the unlisted public company, U Stow It Holdings Limited. U Stow It holds the pre-eminent self storage portfolio in the ACT, with self storage facilities at Kambah, Belconnen and Fyshwick that are large, high occupancy, high margin businesses with potential for further expansion, plus fi ve ancillary commercial properties. The Fund intends to acquire the remaining 14% of U Stow It as soon as possible.

Abacus Property Group acquired these assets in its own right over the past 15 months. The Fund did not acquire the assets directly because some of the facilities needed to be brought under Storage King’s management and systems and the earnings stabilised. In addition the Fund was closed at the time and did not have access to the required equity and the acquisition of U Stow It involved a complex regulated takeover bid.

In December 2008,the Fund acquired the Additional Assets from Abacus Property Group for $82.5 million based on independent valuations of the assets. The Townsville, Brisbane and Hamilton assets were valued in August 2008 by DTZ at $43.1 million and the 86% controlling stake in U Stow It Holdings Limited was valued by PKFCA in December 2008 at $39.3 million based on a controlling shareholding of less than 90%. The PKFCA valuation is based on the U Stow It balance sheet at 30 June 2008 that includes the underlying properties valued by CBRE at $55.0 million in June 2008 (applicable as at that date), bank debt of $9.9 million and other liabilities. The total cost to the Fund of these acquisitions and capital raising is $87.5 million including stamp duty, capital raising fees, professional fees and working capital.

The acquisition of the Additional Assets is expected to benefi t the Fund through:

• Increasing the Fund’s gross assets by 48% to $334 million and number of assets by 37% to 41 self storage facilities.

• Increasing the Fund’s geographic presence in Queensland and ACT.

• Acquiring a portfolio of assets that, due to the varying maturity profi les, offers good potential for occupancy and rate growth, a strategy which has proved successful with the Fund’s Existing Assets.

Abacus is entitled to an acquisition fee on the Additional Assets of approximately $1.2 million. Abacus has agreed to waive this fee.



Additional storage assets

BRISBANE, QUEENSLAND

148 Evans RoadSalisburyLocated on the north east corner of Industries Road, this highly visible site comprises a refurbished, high clearance converted warehouse over 2 levels, and approximately 1,600 sqm of vacant land with approval for further facility expansion.

BRISBANE, QUEENSLAND

985 Fairfi eld RoadYeerongpillyThis long established facility occupies a highly visible location on a major arterial road close to other major roadways, established commercial and industrial estates and older established residential developments. The facility comprises two internal levels of storage.

TOWNSVILLE, QUEENSLAND

1 Regiment CourtCondonThe property comprises an established self storage facility occupying a visible corner site in a central location. The facility is purpose built and comprises 5 main buildings.


161-169 Bayswater RoadCurrajongThe facility comprises 3 main buildings on the site, which has access directly off Bayswater road and secondary access to Reardon street.


8 Ingham Road, West EndThis long established facility occupies a visible site in close proximity to the Townsville CBD. The site contains 6 main buildings and surplus land for further development.

Brisbane

Hamilton

Canberra

Townsville




D’Arcy Drive IdaliaThe recently established purpose built facility, comprises 5 main buildings, and is located in close proximity to a major arterial intersection on the south eastern corner of the Townsville suburban area.


4-8 Catalyst CourtMount St JohnLocated to the west of the Townsville CBD, the established facility contains 19 buildings which have been developed over time.

HAMILTON, NEW ZEALAND

31 Ruakura RoadHamiltonThe property comprises a purpose built storage facility, located on a main arterial route on the northern side of the Hamilton CBD, adjacent to the University and other educational facilities.

CANBERRA, ACT

86 Nettlefold StBelconnenPurpose built storage facility currently comprising 12 single level detached storage blocks and 1 two level storage building, with a new block currently under construction. Adjoining the storage component are three fully leased commercial tenancies with direct access onto Nettlefold street.

CANBERRA, ACT

25 Ipswich StFyshwickThis purpose built storage facility has excellent main frontage to Ipswich Street, comprises 10 buildings for storage accommodation, two of which were recently completed, and one additional building with ground fl oor offi ce and two caretakers’ units on the upper level.

CANBERRA, ACT

15-17 Jenke CircuitKambahPurpose built facility fronting Jenke Circuit running parallel to Drakeford drive, a major roadway connecting the Tuggeranong Town Centre to the CBD of Civic. The existing facility comprises 6 detached storage buildings, with a single level offi ce and two residences. Additional land was purchased in July 2007 opposite the existing operation, which will provide expansionary potential for the facility subject to relevant approvals.


1.6 FUNDING THE ACQUISITION OF THEADDITIONAL ASSETS

The Funding of the Additional Assets and the costs of the Offer are as follows:

SOURCES AND APPLICATION OF FUNDS $ M

Abacus Working Capital Facility/Proceeds of Offer 37.0

Proceeds from bank debt 50.5

Total sources of funds 87.5

Acquisition of Additional Assets

82.5

Stamp duty 2.1

Capital raising fees 1.4

Other costs associated with the Offer 0.9

Net working capital acquired 0.6

Total applications of funds 87.5

The Abacus Working Capital Facility Abacus Finance has provided the Fund with a bridging facility of $37.0 million under Tranche A of the Abacus Working Capital Facility to purchase the Additional Properties. As equity is raised pursuant to this Offer, it will be applied to the repayment of the bridging facility.

The Abacus Working Capital Facility has a maximum limit of $55.0 million, split into two components:

• Tranche A: $37.0 million for a maximum period of 10 years to enable the Fund to fi nance the acquisition of the Additional Assets pending the completion of the equity raising the subject of this Offer; and

• Tranche B: $18.0 million line of credit that is available to the Fund until 30 June 2010 to meet any short-term capital requirements, such as capital expenditure and reduction of gearing. The facility limit will reduce to $10 million when the Fund acquires 100% of the shares in U Stow It.

At the date of this Offer Document $37.0 million of Tranche A of the Abacus Working Capital Facility has been drawn but no amounts have been drawn against Tranche B.

The proceeds from the Offer will be used to repay Tranche A of the Abacus Working Capital Facility. Additional bank debt or equity over-subscriptions will be used to repay any amount drawn on Tranche B of the Abacus Working Capital Facility.

If Abacus does not receive suffi cient applications to repay the Abacus Working Capital Facility in full by the close of the Offer, Abacus will continue to make available to the Fund the Abacus Working Capital Facility until the repayment date or convert the balance owing under the facility to Stapled Securities at the then current issue price.

The rate of interest that Abacus Finance charges on the Abacus Working Capital Facility is the same

as the cash distribution yield that Securityholders receive on the Stapled Securities. The rate of interest will therefore change if there is a change in the distribution paid to Securityholders or a change in the issue price of Stapled Securities. Accordingly, the yield to investors will not be affected if the Abacus Working Capital Facility is not repaid in full, although there may be an impact on the net asset value of the Fund and reported net profi t.

The Abacus Working Capital Facility has the same capital growth entitlements as investor equity if it is not repaid through the subscription of Stapled Securities. In addition, the Abacus Working Capital Facility is subordinated to bank debt and ranks proportionately with Securityholders on any return of capital.

The Abacus Working Capital Facility may be terminated in certain circumstances, including if Abacus ceases to be Responsible Entity of the Fund. A summary of the terms of the Abacus Working Capital Facility is set out in Section 11.3.

1.7 CAPITAL STRUCTURE

The pro-forma capital structure of the Fund at 1 October 2008 is summarised below. It assumes that the Additional Assets were acquired at that date, that the $37.0 million in equity is fully subscribed and the Abacus bridging fi nance is repaid in full.

Gross asset value $334.2m

Bank debt $(181.6)m

Other working capital1 $(19.4)m

Net assets2 $133.2m

Less outside equity interests3 $(5.3)m

Securityholder equity $127.9m

Stapled Securities on issue 108,398,000

Net Asset Value per Stapled Security4 $1.18

Gearing2 56%

1 The main elements of other working capital liabilities are a deferred tax liability relating to the property assets within U Stow It, and the interest rate swap liability. The deferred tax liability is expected to be extinguished upon 100% acquisition of U Stow It.

2 The Fund’s pro forma balance sheet assumes that as at 1 October 2008 the Fund is fully subscribed with New Stapled Securities to repay Tranche A of the Abacus Working Capital Facility.

3 Outside equity interests represent the 14% of U Stow It not presently owned by the Fund. Note that 100% of U Stow It gross assets and 100% of its gross liabilities are included in the table above.

4 Net asset value per Stapled Security is calculated by dividing Securityholder equity by the number of Stapled Securities on issue.




References in this Offer Document to the Fund’s assets and the portfolio (and similar expressions) treat the assets owned by U Stow It as if that entity was wholly owned by the Fund, in line with its treatment in the consolidated balance sheet.

Bank Debt As at the date of this Offer Document, the Fund has borrowed $181.6 million from St George Bank and Commonwealth Bank with:

• $NZ76 million borrowed in New Zealand dollars, and

• the balance borrowed in Australian dollars.

These borrowings are secured against the Fund’s properties, are non-recourse to Securityholders and rank ahead of Securityholders upon a winding up of the Fund or any repayment of capital. Abacus Property Group has provided a limited guarantee over the St George facility.

The Fund’s bank debt comprises a number of facilities with a weighted average term to maturity of 2.1 years. As at the date of the Offer Document, the actual debt drawn represents 96% of the approved facility limits. There is no debt maturing in the 2009 or 2010 fi nancial years. The expiry profi le of these debt facilities is summarised in the chart below.

Debt expiry profile$m

Drawn Undrawn

30

60

90

120

150

FY 2010 FY 2014FY 2013FY 2012FY 2011FY 2009

$m

Approximately $156 million of the Fund’s bank debt (86% of total debt) is subject to fi xed rates, with a weighted fi xed interest term of 4.4 years. The expiry profi le of the Fund’s fi xed rate debt arrangements is set out in the chart below.

Swap expiry profile$m

30

40

50

60

FY 2010 FY 2016FY 2015FY 2014FY 2013FY 2012FY 2011FY 2009

$m

The Fund’s weighted average interest cost is 7.6%, inclusive of margin. The Fund’s forecast interest cover ratio is 1.6 times. Interest cover indicates the Fund’s ability to meet interest payments from earnings.

Securityholder Equity

Securityholder equity comprises:

• the initial $75 million equity raised by December 2006;

• retained profi ts; • Stapled Securities issued to Abacus and Storage

King in May 2008 as partial repayment of management fees waived in the past;

• equity subscribed through the dividend reinvestment plan; and

• the $37.0 million to be raised pursuant to this Offer.



1.8 FORECAST DISTRIBUTIONS

The forecast annual distributions from the Fund following the acquisition of the Additional Assets and completion of the Offer are as follows:

YEAR ENDED 30 JUNE 2008

ACTUAL

YEAR ENDING 30 JUNE 2009

FORECAST


FORECAST

Cash income distribution 8.25cps 8.50cps1 8.75cps

Franking credit component – – 0.85cps

Equivalent annualised pre-tax distribution yield on the $1.18 issue price2 7.0% 7.2% 8.1%

Tax deferred component3 94% 87% 77%

1 This represents a quarterly distribution of 2.0625 cents per security (cps) until 31 December 2008 and 2.1875cps from 1 January 2009. 2 The pre-tax annualised distribution yield is based on the cash distribution and the franking credit. 3 Forecast tax deferred components of distributions generally relate to depreciation tax allowances available to the Fund on building

improvements and plant and equipment and amortisation of Fund establishment costs. The actual tax deferred component will vary to some extent depending on the actual incomes and costs of the Trust and the timing of equity subscriptions.

The Fund’s current quarterly cash distribution of 2.0625 cents per Stapled Security will increase by 6.2% to 2.1875 cents per Stapled Security from 1 January 2009.

In addition, from 1 July 2009, one quarter’s distribution each year will be paid from the Company as a franked dividend with the remaining three quarters’ distributions to be paid from the Trust on a pre-tax basis.

The franking credit component in FY2010 is forecast to be 0.85 cents per Stapled Security. The franking credit pertains to the Fund’s holding in U Stow It, which pays corporate tax on its profi ts and distributes franked dividends to its owners. The fi nal amount of the franking credit that is received from U Stow It will depend on the company’s assessable income, tax paid and dividend payout ratio.

When the Fund achieves 100% ownership of U Stow It, it is likely that it will be able to undertake a restructure which is likely to result in a greater proportion of pre-tax cash distributions being paid to Securityholders and a reduced franking entitlement.

Distributions will be paid within two months of the end of the quarterly periods ending 31 March, 30 June, 30 September and 31 December to investors on the register at the end of each of these quarters. All Securityholders will receive the same quarterly distribution per Stapled Security.

The forecast distributions are based on the distributable income of the Fund, the calculation of which is described in Section 8.3 of this Offer Document

The fi nancial forecasts that underpin the distributions forecast above and related assumptions are set out in detail in Section 8 and are subject to the risk factors as outlined in Section 10. The fee reductions by Abacus and Storage King and the income support from Abacus are described in detail at Section 7.

Distribution Reinvestment Plan Securityholders have the option of participating in the Fund’s Distribution Reinvestment Plan (DRP), which provides a convenient method for investors to increase their holdings in the Fund by electing to receive all or part of their distributions as additional Stapled Securities. The DRP price is a 2% discount to the issue price of Stapled Securities under the Offer Document current at the time or if there is no current Offer Document the price of Stapled Securities under the DRP will be posted on the Fund and Investments section of the Abacus Property Group website. At the date of this Offer Document the DRP security price is $1.15. See Section 11.6 for further details of the operation of the DRP.

Distributions will be automatically reinvested pursuant to the Distribution Reinvestment Plan if we are unable to directly credit your bank account (eg if you have not provided your bank account details).



1.9 IMPACT ON EXISTING SECURITYHOLDERS FROM THE ISSUE OF NEW STAPLED SECURITIES

New Stapled Securities will be issued at $1.18 each, which refl ects a discount of approximately 2.5% to the adjusted net asset value per Stapled Security of $1.21 as at 30 September 2008.

Assuming all New Stapled Securities are subscribed, the net asset value per Stapled Security at the completion of the Offer will be reduced to $1.18, representing a 2.5% reduction in net asset value per Stapled Security. It is Abacus’ view that the capital growth potential of the Additional Assets over the medium term outweighs the slight short term dilution to net asset value as a consequence of this Offer.

Existing Securityholders who do not take up their Priority Entitlement for New Stapled Securities will not be diluted in terms of the distribution they receive on their existing Stapled Securities. Rather, the cash distribution will increase from 8.25 cents per annum to 8.75 cents per annum from 1 January 2009, with an estimated additional franking credit of 0.85 cents per annum payable from 1 July 2009.

Existing Securityholders who do not take up their Priority Entitlement for New Stapled Securities will be unaffected in terms of the number of Stapled Securities they hold, but their percentage ownership of Stapled Securities relative to the total number of Stapled Securities on issue in the Fund will be diluted. For example, an Existing Securityholder who owns 10% of the Stapled Securities on issue but does not participate in the Offer will be diluted to owning 7% of the Stapled Securities on issue in the Fund on completion of the Offer.

1.10 MANAGEMENT OF THE FUND

The Fund is managed by Abacus Storage Funds Management Limited, a member of Abacus Property Group, an S&P /ASX 200 listed Australian Real Estate Investment Trust. Abacus Property Group is a diversifi ed property group with more than $2.4 billion of assets under management and a 12 year track record as a property fund manager.

Abacus holds an Australian Financial Services Licence Number 277357 and manages the Fund in its capacity as Responsible Entity of the Trust and manager of the Company in accordance with the Management Services Agreement.

1.11 MANAGEMENT OF SELF STORAGE FACILITIES

The Fund has outsourced the day-to-day management of all the self storage facilities to Storage King Pty Limited. Storage King was established in 1998 and is one of the largest self storage operators in Australasia. As at the date of this Offer Document, Storage King has licensed a network of approximately 115 self storage facilities (of which 74 are managed) in Australia and New Zealand providing over 450,000 square metres of net lettable area with approximately 43,000 customers.

1.12 EXIT STRATEGY

In the Original Offer Document Abacus undertook to convene a meeting of Securityholders at least every fi ve years from the date of the Original Offer Document, at which time Abacus will make a recommendation to Securityholders to determine (by way of special resolution) various strategic options (Liquidity Events), including whether:

• the Fund’s Stapled Securities should be listed on the Australian Securities Exchange or another securities exchange;

• the assets of the Fund should be sold and the proceeds distributed to Securityholders;

• the Fund should be merged with another entity; or • the Fund should continue as an unlisted entity

with a further review within fi ve years.

It remains Abacus’ objective to position the Fund for a trade sale or listing on the Australian Securities Exchange by continuing to build the Fund’s portfolio of assets in accordance with the investment strategy set out in the Original Offer Document. Abacus will hold a meeting of Securityholders in 2010 to discuss a Liquidity Event but it is possible that a Liquidity Event may still be 3 to 5 years from the date of this Offer Document given the current market conditions and the need to build suffi cient scale.

Abacus cannot give any assurance that an application will be made for listing on the ASX or that the Fund will be listed as this will depend on the nature of the Fund and market conditions at the time.


1.13 LIQUIDITY FACILITY AND ABACUS’ PARTICIPATION IN THE OFFER

Under the Liquidity Facility, Abacus Funds Management Limited (AFML) or its nominee will acquire up to 1.25% of the Stapled Securities on issue each quarter. The Liquidity Facility price for the life of this Offer Document will be the issue price of Stapled Securities. If there is no current offer document the liquidity price will be the net asset value of the Fund determined in accordance with the constitution of the Trust. AFML or its nominee will charge a handling fee that is 5% of the purchase consideration and this fee will be deducted from the proceeds. The liquidity price can be found on the Funds and Investments section of the Abacus Property Group website at www.abacusproperty.com.au.

AFML may suspend the Liquidity Facility if the number of Stapled Securities to be acquired would result in AFML or its associated entities having voting power of more than 19.99% in the Fund, based on the total number of Stapled Securities on issue at the end of the relevant quarter and may suspend the facility in other circumstances.

As at the date of this Offer Document, AFML and its associated entities had a relevant interest of 19.9% in the Fund, which precludes it from acquiring any more Stapled Securities pursuant to the Liquidity Facility at this time. To facilitate the re-opening of the Liquidity Facility, Abacus Property Group will not be participating in this Offer, either in its own right or as responsible entity for Abacus Diversifi ed Income Fund II (its associated entity). Assuming all Stapled Securities are taken up through the Offer, this will dilute Abacus Property Group’s relevant interest in the Fund to 14.2%, and create capacity for it to continue to offer to acquire securities pursuant to the Liquidity Facility.

Effective from the date of this Offer Document, AFML made the following changes to the Liquidity Facility:

• A Securityholder holding more than 500,000 Stapled Securities in the Fund may seek to sell part of their holding in the Fund, if the minimum residual holding is at least 50,000 Stapled Securities; and

• Where a Securityholder wishes to sell all of their holding and due to the size of this holding this sale request would prohibit other Securityholders from being able to sell their holdings then Abacus has the right to purchase part of the holding that is subject to the sale request. That part of the Securityholding not able to be purchased at the relevant time may be carried forward to the next quarter.

Full details including conditions of the Liquidity Facility are set out in Section 11.3 of this Offer Document.

1.14 RELATED PARTY TRANSACTIONS

The Additional Assets acquired by the Fund in December 2008 were purchased from Abacus Property Group. The $82.5 million purchase price was based on independent valuations as detailed in Section 3.3. Abacus believes that this was a strategic acquisition for the Fund and is consistent with the investment strategy outlined in the Original Offer Document. The acquisition will benefi t the Fund through increasing the Fund’s scale and diversity, and the assets acquired have potential for increased occupancy and rate growth. The purchase price of $82.5 million includes a $1.2 million nomination fee paid to Abacus Property Group to enable the Company to acquire an aggregate 86% shareholding in U Stow It under an agreement negotiated by Abacus Property Group.

Dealings between Abacus Property Group and Abacus Storage Fund have the potential to create situations where confl icts of interest may arise. This is because they have different stakeholders and objectives. Appropriate disclosure to Securityholders is an essential element of Abacus Property Group’s arrangements to manage confl icts of interest. This disclosure may be made through an offer document, the Fund’s Annual Report or through an explanatory memorandum to Securityholders.

Abacus Property Group has a policy in respect of related party transactions to ensure that terms are at arm’s length. In particular, property sales between related parties are supported by independent valuations and approved by the Abacus Property Group Board. Abacus Property Group’s compliance framework requires appropriate review of all controls applying to a fund at least annually.



SECTION 2 /

2.1 THE OFFER

Abacus is offering investors the opportunity to subscribe for a total of 31.3 million New Stapled Securities in the Fund at a price of $1.18 each, which refl ects a 2.5% discount to the adjusted net asset value per Stapled Security as at 30 September 2008 of $1.21. Each New Stapled Security comprises a fully paid unit in the Abacus Storage Property Trust and a fully paid ordinary share in Abacus Storage Operations Limited.

Abacus is seeking to raise $37.0 million in equity under this Offer to repay Tranche A of the Abacus Working Capital Facility which is a bridging facility provided by Abacus Finance. The $37.0 million together with borrowings of $50.5 million has been used to fi nance the acquisition of the Additional Assets.

The number of Stapled Securities issued to an investor will be adjusted to take account of the accrued distribution entitlement as detailed in Section 2.6.

Investors should note there is no cooling-off period in relation to applications.

2.2 IMPORTANT DATES

• The Offers open on 31 December 2008. • The Priority Entitlement closes 27 February 2009; • The General Offer opens on 2 March 2009 and

closes 30 January 2010.

Abacus may change the Offer dates at any time without notice (including an early close).

2.3 OFFER PRICE

The Offer price is based on a discount to the adjusted net asset value of the Fund as at 30 September 2008, which was $1.21. The balance sheet summary at Section 8.5 details the assets and liabilities that have been used to derive the net asset value per Stapled Security.

The decline in the Fund’s net asset value from $1.35 at 30 June 2008 to $1.21 is due to the decline in the fair market value of the Fund’s interest rate swaps in the period to 3 December 2008, brought about by the Reserve Bank’s continued reduction in offi cial interest rates.

The change in the fair market value of the Fund’s interest rate swaps is a non-cash accounting entry that has no impact on the Fund’s distributable income or its banking covenants. As the term of the interest rate swaps near maturity, their value reduces to zero but, in the meantime, they will continue to be marked to market at each balance date, with any change affecting reported profi t and the balance sheet.

Assuming all New Stapled Securities are subscribed, the net asset value per Stapled Security at the completion of the Offer will be reduced to $1.18, representing a 2.5% reduction in net asset value per Stapled Security. It is Abacus’ view that the capital growth potential of the Additional Assets over the medium term outweighs the slight short-term dilution to net asset value as a consequence of this Offer.

The Offer price of $1.18 may change during the life of this Offer Document, as required by the Constitution of the Trust, if the net asset value of the Fund changes. Any change in the Offer price will be posted on the Fund page of the Abacus Property Group website.

2.4 THE PRIORITY ENTITLEMENT FOR EXISTING SECURITYHOLDERS

Existing Securityholders have a Priority Entitlement under this Offer.

Existing Securityholders are entitled to apply, in priority to New Investors, for one New Stapled Security for every 2.459 Stapled Securities held by them (Priority Entitlement). To be entitled to the benefi ts of the Priority Entitlement, Existing Securityholders (based on a record date of 24 December 2008) must lodge their duly completed applications with our registry by 27 February 2009. Applications lodged after that date will be processed but will not have a priority over applications received from New Investors.

Existing Securityholders wishing to invest must complete the application form included at the back of this Offer Document. A letter will be sent to each Existing Securityholder showing their holding in the Fund and Priority Entitlement.

Existing Securityholders may apply for a greater or lesser number of New Stapled Securities than their Priority Entitlement. Existing Securityholders who apply for more than their Priority Entitlement will receive priority over New Investors in respect of the amount applied for that is in excess of their Priority Entitlement, but not over Existing Securityholders.

There is no minimum investment for Existing Securityholders.

The Offer


2.5 SUBSCRIPTIONS BY NEW INVESTORS

New Investors may apply for New Stapled Securities by completing the application form included at the back of this Offer Document. The general offer opens on 2 March 2009.

Abacus will process and allot applications for New Stapled Securities from New Investors in the time order that applications are received. The date of receipt of an application will be treated as the date that all the information, which Abacus reasonably believes to be required under the AML Act, is supplied to Abacus or your fi nancial adviser and duly verifi ed.

If applications from New Investors are received before 2 March 2009 they will be processed and allocated in priority to applications from other New Investors received after 2 March 2009. Such applications will be processed and allotted upon completion of the Priority Entitlement on 2 March 2009. No applications from New Investors may be received before 2 February 2009.

The allocation of New Stapled Securities to New Investors under the Offer will be determined by Abacus in its absolute discretion, which may include Abacus scaling back or rejecting any application.

If Abacus receives applications for all the New Stapled Securities before the Offer closing date then Abacus reserves the right to close the Offer and refund over-subscriptions without interest or alternatively, it may accept over subscriptions to a maximum of $30 million to repay additional amounts drawn under the Abacus Working Capital Facility or for other suitable uses.

The minimum investment in the Fund by New Investors in accordance with this Offer is $10,000 and above that in multiples of $1,000.

2.6 STAPLED SECURITY ENTITLEMENTS

All New Stapled Securities issued as part of the Offer will have the same rights as existing Stapled Securities.

To ensure that Securityholders subscribing earlier in a quarterly distribution period are not disadvantaged as compared with Securityholders who subscribe later in a distribution period, the number of Stapled Securities issued to an investor will be adjusted to take account of the distribution entitlement accrued to the date on which they invest. Fractional entitlements to a Stapled Security resulting from the calculation will be ignored.

Example of allotment policy

INVESTMENT AMOUNT

ALLOTMENT DATE

OFFER PRICE

ACCRUED DISTRIBUTION ENTITLEMENT1

ALLOTMENT PRICE

SECURITIES ALLOTTED

$10,000 First day of the quarter $1.18 $0.00 $1.18 8,474

$10,000 Middle of the quarter $1.18 $0.01 $1.19 8,403

$10,000 Last day of the quarter $1.18 $0.02 $1.20 8,333

1 Example assumes a quarterly distribution of 2 cps for ease of illustration. The quarterly distribution from 1 January 2009 is 2.1875 cps (8.75 cps per annum).

2.7 REPORTING

The Fund will report formally to Securityholders on an annual basis and, from time to time, will provide periodic updates.

SECTION 2 / THE OFFER


SECTION 3 /

3.1 PORTFOLIO OVERVIEW

Abacus Storage Fund is one of the largest participants in the Australasian self storage industry. Following the acquisition of the Additional Assets in December 2008 the Fund now has a portfolio of 41 self storage assets and fi ve commercial properties valued at over $317 million.

Self storage Facilities 41

Other commercial assets 5

Property valuation $317.5 million

Land area 392,916 m2

Lettable area 197,577 m2

Average occupancy of Fund’s self storage assets 86%

Reference in this Offer Document to the Fund’s assets and liabilities and the portfolio (and similar expressions) treat the self storage assets and liabilities owned by U Stow It as if that entity was wholly owned by the Fund, in line with its treatment in the consolidated balance sheet.

Following the acquisition of the Additional Assets the portfolio is well diversifi ed across the eastern states of Australia and New Zealand.

STORAGE FACILITIES

LAND AREA (M2)

LETTABLE AREA (M2)

VALUE A$M

Victoria 13 102,496 57,179 82.9

Queensland 10 64,596 36,729 64.5

New South Wales/ ACT 7 122,015 50,688 97.21

New Zealand 11 103,809 52,981 72.92

Total 41 392,916 197,577 317.5

1 Assumes 100% ownership of the properties owned by U Stow It. 2 New Zealand property values have been translated to Australian dollars at a rate of A$1=$NZ1.1925 being the exchange rate at

30 September 2008

Property Value by Location

NEW ZEALAND VICTORIA

QUEENSLANDACT/NSW

Property Value by Location$m

Existing assets Additional properties

26%

20%31%

23%NEW ZEALAND VICTORIA

QUEENSLANDACT/NSW

82.9

35.8

28.755.0

42.2

65.6

7.3

The Fund’s property values in the charts above include 100% of the value of the U Stow It properties.

The Fund’s Portfolio of Self Storage Facilities

Brisbane

Sydney

AucklandHamilton

Christchurch

Dunedin

Canberra

Townsville

MelbourneBallarat


SECTION 3 / THE FUND’S PORTFOLIO OF SELF STORAGE FACILITIES

Abacus Storage Fund has a well diversifi ed portfolio, that has been signifi cantly enhanced by the acquisition of the Additional Assets.

● ● 30 EXISTING STORAGE ASSETS

●● 11 ADDITIONAL STORAGE ASSETS



The New Zealand property valuations have been converted to Australian dollars at A$1 = NZ$1.1925, being the exchange rate at 30 September 2008

Carrying cost is the original purchase price plus acquisition costs plus capital expenditure

LOCATION PROPERTY

LAND AREA

M2

LETTABLE AREA

M2

PURCHASE DATE

CARRYING COST

A$MVALUATION

A$M

QUEENSLAND●● TOWNSVILLE 1 REGIMENT COURT, CONDON 4,318 2,458 DEC 2008 4.7 4.7

●● TOWNSVILLE 161-169 BAYSWATER ROAD, CURRAJONG 4,376 2,116 DEC 2008 3.7 3.7

●● TOWNSVILLE 8 INGHAM ROAD, WEST END 7,450 3,633 DEC 2008 4.9 4.9

●● TOWNSVILLE D’ARCY DRIVE IDALIA 6,000 3,261 DEC 2008 5.8 5.8

●● TOWNSVILLE 4-8 CATALYST COURT, MOUNT ST JOHN 11,270 4,581 DEC 2008 6.8 6.8

●● BRISBANE 23 LEAROYD ROAD, ACACIA RIDGE 10,040 6,173 AUG 2005 7.3 11.0

●● BRISBANE 50 EASTERN ROAD, BROWNS PLAINS 3,000 3,102 AUG 2005 3.2 4.6

●● BRISBANE 4 AND 5 GRANT STREET, CLEVELAND 11,393 7,351 AUG 2005 8.5 13.1

●● BRISBANE 148 EVANS ROAD, SALISBURY 3,264 1,228 DEC 2008 2.9 2.9

●● BRISBANE 985 FAIRFIELD ROAD, YEERONGPILLY 3,485 2,826 DEC 2008 7.0 7.0

NEW SOUTH WALES●● SYDNEY 100 BEATTIE STREET, BALMAIN 1,701 3,440 AUG 2005 9.0 9.3

●● SYDNEY 29 PENNY PLACE, BLACKTOWN 10,740 6,811 SEP 2005 9.9 13.0

●● SYDNEY 24A ANZAC STREET, GREENACRE 9,225 3,915 OCT 2006 5.8 7.0

●● SYDNEY 27 MARS ROAD, LANE COVE – 7,696 FEB 2006 10.9 12.9

ACT ●● CANBERRA 86 NETTLEFOLD STREET, BELCONNEN 27,218 8,146 DEC 2008 15.8 15.8

●● CANBERRA 25 IPSWICH STREET, FYSHWICK 17,784 7,992 DEC 2008 14.1 14.1

●● CANBERRA 15-17 JENKE CIRCUIT, KAMBAH 21,889 8,448 DEC 2008 15.4 15.4

VICTORIA●● BALLARAT 44-48 WALLIS STREET, DELACOMBE 15,950 3,655 JUL 2006 2.0 2.8

●● BALLARAT 201A GILLIES STREET, WENDOUREE 7,182 3,308 JUL 2006 2.3 3.2

●● MELBOURNE 10-12 MANNINGHAM ROAD, WEST BULLEEN 2,619 3,845 AUG 2005 5.6 6.3

●● MELBOURNE 1 DUFFY STREET, BURWOOD 8,094 11,801 AUG 2005 12.8 14.7

●● MELBOURNE 198 SLADEN STREET, CRANBOURNE 11,672 4,014 AUG 2005 4.3 5.9

●● MELBOURNE 328 DAREBIN ROAD, FAIRFIELD 7,455 3,800 AUG 2005 6.1 6.9

●● MELBOURNE 24 SHERBOURNE ROAD, GREENSBOROUGH 6,647 5,434 AUG 2005 9.2 9.8

●● MELBOURNE 71-75 FORSYTH ROAD, HOPPERS CROSSING 8,095 3,575 DEC 2005 2.5 5.0

●● MELBOURNE 9-19 RESERVE ROAD, MELTON 9,809 3,255 FEB 2006 4.4 4.6

●● MELBOURNE 2 SIMLA STREET, MITCHAM 6,400 4,175 AUG 2005 6.2 6.7

●● MELBOURNE 47 RICHMOND TERRACE, RICHMOND 1,189 2,185 AUG 2005 4.5 6.2

●● MELBOURNE 2-10 ANDERSON ROAD, SUNBURY 12,300 4,171 JUL 2006 4.4 4.4

●● MELBOURNE 98 NORTHGATE DRIVE, THOMASTOWN 5,084 3,961 AUG 2005 4.9 6.4

NEW ZEALAND●● AUCKLAND 379 ROSEBANK ROAD, AVONDALE 12,971 7,096 AUG 2005 8.2 11.7

●● AUCKLAND 100 ORMISTON ROAD, BOTANY SOUTH 10,176 5,596 NOV 2005 6.3 7.0

●● AUCKLAND DANNEMORA, 410 TE IRIRANGI DRIVE, BOTANY NORTH 10,418 5,228 DEC 2005 6.0 6.0

●● AUCKLAND CORNER PORTAGE ROAD AND CLARK STREET, NEW LYNN 6,177 3,626 DEC 2005 5.3 5.7

●● AUCKLAND 207 MERTON ROAD, REMUERA 6,577 5,343 DEC 2005 8.7 8.3

●● AUCKLAND 182 SWANSON ROAD, HENDERSON 9,457 3,648 DEC 2005 4.5 5.0

●● AUCKLAND 19 HILLSIDE ROAD, TAKAPUNA 13,077 5,627 DEC 2005 7.2 8.1

●● HAMILTON 31 RUAKURA ROAD 10,100 4,629 DEC 2008 7.3 7.3

●● CHRISTCHURCH 980 FERRY ROAD, FERRYMEAD 9,011 5,110 AUG 2005 5.8 6.5

●● CHRISTCHURCH 444 BLENHEIM ROAD, RICCARTON 10,120 4,214 DEC 2005 5.5 5.3

●● DUNEDIN CORNER PORTOBELLO ROAD AND PORTSMOUTH DRIVE 5,725 2,864 AUG 2005 2.5 2.0

OTHER COMMERCIAL●● CANBERRA 86 NETTLEFOLD STREET, BELCONNEN (3 BUILDINGS) – 1,323 DEC 2008 2.95 2.95

●● CANBERRA 11 JOHNS PLACE, HUME 7,151 2,917 DEC 2008 3.2 3.2

●● NR CANBERRA 2 LORN ROAD, QUEANBEYAN 26,307 – DEC 2008 3.55 3.55

TOTALS 392,916 197,577 281.9 317.5



3.2 THE FUND’S SELF STORAGE ASSETS

The Additional Assets The Fund acquired the Additional Assets in December 2008 from Abacus Property Group. The Additional Assets acquired included:

• fi ve self storage facilities in Townsville which, at current occupancy of 75%, offer potential for good growth in this Queensland regional town;

• two self storage facilities in suburban Brisbane, both of which have expansion potential; • one self storage facility in Hamilton, New Zealand, which at 79% occupancy, offers future growth potential; and • an 86% controlling interest in the unlisted public company, U Stow It Holdings Limited. U Stow It holds the

pre-eminent self storage portfolio in the ACT, with self storage facilities at Kambah, Belconnen and Fyshwick that are large, high occupancy, high margin businesses with potential for further expansion, plus fi ve other commercial assets. It is the intention of the Fund to acquire the residual 14% shareholding in U Stow It as soon as possible.

STORAGE FACILITIES

LAND AREA (M2)

LETTABLE AREA (M2)

VALUE A$M

Queensland 7 40,163 20,103 35.8

New Zealand 1 10,100 4,629 7.31

New South Wales/ ACT 3 100,3493 28,826 55.02

Total 11 150,612 53,558 98.1

1 The New Zealand property has been converted into Australian dollars at a rate of A$1 = NZ$1.1925 being the exchange rate at 30 September 2008

2 The properties in ACT/ New South Wales are held by U Stow It. At the date of this Offer Document the Fund has control over 86% of this company. The fi gures quoted in the table represent 100% of U Stow It’s property assets.

3 The land area includes 26,307m2 of undeveloped land at Queanbeyan and 7,151m2 at Hume.

The Additional Assets include, in addition to the self storage facilities, fi ve commercial assets. Three buildings on the Belconnen site are leased to three tenants, Bob Jane, AutoCo and Pedders, at a total annual rent of approximately $250,000. An industrial property at Hume in the ACT is leased to OneSteel to December 2009, with the tenant responsible for all outgoings and CPI annual rent reviews. The land at Queanbeyan is located in the West Queanbeyan Industrial area and offers potential development as a new self storage facility or as an industrial land subdivision.

Abacus will complete a review of these commercial assets over the Forecast Period with a view to identifying whether they remain core to the business or whether they should be sold to generate capital to repay debt or distribute to Securityholders.

U Stow It U Stow It was established in the early 1980’s by a group of private businessmen and, over the period prior to Abacus’ takeover offer in October 2007, grew to become the pre-eminent self storage business in Canberra, with three large self storage facilities, a number of ancillary commercial properties and a public company structure with 95 shareholders.

Abacus Property Group offered to acquire all the shares in U Stow It through a takeover bid in October 2007 in accordance with Chapter 6 of the Corporations Act. The Fund now has 86% ownership of U Stow It.

The Fund intends to acquire the remaining 14% of shares owned by third parties in U Stow It pursuant to the share sale facility described in Section 11.7, the next opportunity to do so being October 2009 (or earlier if U Stow It shareholders choose to sell).

Once the Fund has acquired 100% of U Stow It, Abacus intends to simplify the legal structure of this business and separate the property (to be held in a trust) from the operating business (to be held in a company). This simplifi cation is expected to reduce administration costs associated with company secretarial, auditing and accounts. The restructure may also allow more pre-tax cash distributions to be paid by the Trust rather than the Company passing through franking credits, as well as reducing the deferred tax liability currently shown in the consolidated balance sheet.



Existing Assets The Existing Assets comprised 30 self storage assets valued at over $219 million. Located in Victoria, New South Wales, Queensland and New Zealand, these self storage facilities comprised over 242,000 square metres of land and 144,000 square metres lettable area.

The Existing Assets comprise:

STORAGE FACILITIES

LAND AREA (M2)

LETTABLE AREA (M2)

VALUE A$M

Victoria 13 102,496 57,179 82.9

Queensland 3 24,433 16,626 28.7

New South Wales 4 21,666 21,862 42.2

New Zealand1 10 93,709 48,352 65.61

Total 30 242,304 144,019 219.4

1 The New Zealand properties have been converted into Australian dollars at a rate of A$1 = NZ$1.1925, being the exchange rate at 30 September 2008.

3.3 VALUATION OF THE FUND’S ASSETS

The Fund’s properties are valued annually by independent valuers for the purposes of the half year and annual accounts.

The Existing Assets were valued by Blackwell Consulting in June 2008 at A$153.8 million for the Australian properties and NZ$78.2 million for the New Zealand properties. Blackwell used a capitalisation rate range of 8.5% to 9.0% (weighted average of 8.6%) in arriving at their valuation. Their valuation methodology adopted both a capitalisation of earnings and discounted cash fl ow approach.

The Additional Assets located in Queensland and New Zealand were valued by DTZ in August 2008 at $35.8 million for the Australian properties and NZ$8.7 million for the New Zealand property. The valuation methodology used by DTZ was capitalisation of earnings using a capitalisation rate range of 8.5% to 9.0% (weighted average of 8.72%) and discounted cash fl ow. The self storage properties and other assets held by U Stow It were valued by CBRE in June 2008 at $55.0 million using a capitalisation rate of 9% for the storage assets.

The weighted average capitalisation rate of the entire portfolio is 8.66%.

All of the real property valuations are on a going concern basis as stand alone self storage facilities.

The Fund owns an 86% shareholding interest in U Stow It. The value of the Fund’s interest in U Stow It has been calculated by taking the number of shares owned by the Fund and multiplying by the market value of those shares. The market value of shares in U Stow It has been determined by PKFCA in December 2008 based on a controlling shareholding in U Stow It of less than 90%. PKFCA’s valuation is based on the net assets of U Stow It as at 30 June 2008 (including the property valuations provided by CBRE at 30 June 2008 based on the market conditions at that time ) adjusted as considered appropriate by PKFCA.

Abacus only uses valuers who:

• are registered under one of the state or territory valuer registration regimes or a relevant overseas registration regime; and

• include a statement in the valuation reports on whether the valuation complies with all relevant industry standards and codes.

3.4 FUTURE ACQUISITIONS AND DEVELOPMENTS

The Fund intends to continue acquiring additional self storage assets where opportunities arise. Typically acquisitions will have capacity to increase occupancy and rental yield, or spare land to enable an expansion of existing facilities where appropriate to increase the net lettable area available. The Fund may acquire assets directly if it has suffi cient capital available or the risk profi le of the asset is appropriate. Alternatively, Abacus Property Group may acquire the assets and offer those assets to the Fund at a later date when there is suffi cient scale to justify the costs of a new equity offer for the Fund and/ or the risk profi le of the asset has been reduced to a level that makes Fund ownership appropriate.

The Fund is in the process of completing approximately $2.1 million of development works at the Cranbourne, Melton and Belconnen facilities, all of which should be completed by June 2009. These works will add a further 3,000 square metres of additional storage capacity for the Fund. While there is potentially a further 6,700 square metres of additional storage capacity that could be added to the Fund’s portfolio in the future, Abacus has budgeted for approximately 3,700 square metres of additional capacity over the Forecast Period. Total capital expenditure over the Forecast Period is $9.4 million.


SECTION 4 /

4.1 INTRODUCTION

The self storage industry in Australia emerged in the late 1970s as a number of Australian businesses adopted the concept as it had been developed in America. Early developments involved conversion of existing warehouses to self storage facilities but it is now common for self storage facilities to be purpose built. Initially the major players in the market were Millers Self Storage and Kennards Self Storage. The self storage industry in New Zealand began in the 1990s and until quite recently the industry in New Zealand has been dominated by individual operators.

The Fund is the second largest owner of both self storage property and the self storage business in Australasia behind Kennards Self Storage.

4.2 ABOUT SELF STORAGE FACILITIES

Self storage facilities offer individual lock up units in a range of sizes, generally from 1m2 to 20 m2. Units are typically rented on a month to month basis with a minimum term of one month. Typical users of self storage are residential customers that are downsizing or in need of additional storage area (either temporarily and longer term) or business customers requiring space for archives or warehousing.

Quality self storage facilities offer high levels of security, on-site management, extended hours of access and fl exibility in storage requirements. The operator makes available the necessary equipment and services for storage users and may provide a range of ancillary products such as boxes, tape, padlocks etc.

The success of a self storage facility is driven by its location, in particular:

• density of housing and/or commercial enterprises within the local area;

• demographic profi le of residents (disposable income, age etc);

• level of activity in housing sales and home improvements;

• the visibility of the site for exposure to passing traffi c; and

• presence of local competitors.

Other important factors include the service offering (quality of facilities, access, ancillary services, etc), relative pricing and the level of advertising and promotion.

Revenue Pricing of self storage units varies with unit size, with smaller units usually achieving higher rates per square metre than larger units. In many self storage facilities, internal partitioning is capable of reconfi guration to produce variations of unit size to maximise income. Mature self storage facilities generally operate with occupancy of between 85% to 95%. New facilities generally require two to four years to reach maturity. The business mix at a self storage facility typically comprises about 60-70% residential users and 30 – 40% small business/corporate users.

Most self storage facilities benefi t from turnover of occupancies and the subsequent sale of ancillary services, including general packaging, use of forklifts, rubbish disposal and cleaning. This ancillary income is high margin and can represent up to 10% of total revenue.

Generally, goods that are put into self storage are considered by their owners to be valuable and the logistics of moving these goods out of a self storage unit is tedious and time consuming. As a result, self storage often exhibits a low level of price elasticity and provided that price increases are kept to a reasonable level customers will generally continue to use the facility. Payments in advance and receipts by direct debit generally make for low bad debts. These are attractive revenue fundamentals.

Costs Self storage is a property market segment typically characterised by low ongoing capital requirements and low tenant default risk.

Operating expenses are generally between 25%-35% of total income with the major components being labour, rates/taxes and advertising. As operating expenses are essentially fi xed, facility operators benefi t by increasing income either through increased occupancy levels or charging higher rates per square metre of self storage space.

Economies of scale can be achieved in various areas of the business, including advertising and promotion, product purchase, insurance, systems development and implementation, employee training and management.

The Self Storage Industry


SECTION 4 / THE SELF STORAGE INDUSTRY

4.3 DEMAND FOR SELF STORAGE

Across the industry, approximately two-thirds of demand for self storage comes from residential users and approximately one-third from commercial users. Residential customers typically need short-term storage because of an event in their lives, such as moving house or home renovations, and long-term storage to enhance their lifestyle, including off-season storage of sporting equipment and general ‘de-cluttering’ of the household. Commercial customers may utilise storage as an interim measure as they grow, or longer term for convenient and fl exible warehousing, dispatch functions and archives.

The self storage industry in Australia and New Zealand is growing as a result of the following trends:

• a shift to apartment living with a resulting reduction in household storage space;

• an ageing population residing in smaller homes; • house renovations; • desire by individuals, business and government to

utilise space more effi ciently; and • increased customer awareness of the self storage

industry.

4.4 SUPPLY OF SELF STORAGE

The industry has developed to provide high standard self storage facilities across major metropolitan and regional areas throughout Australia. Extensive new development and growth in supply of self storage space occurred up to 2004. This growth resulted from the establishment of new sites and growth in the size of existing facilities as second and third stage storage unit development occurred.

In the largest Australian metropolitan markets of Sydney, Brisbane and Melbourne supply levels are currently estimated at 0.134, 0.182 and 0.115 square metres of self storage space per capita respectively. These supply levels remain below those of fully developed self storage markets in the United States where supply rates are typically over 0.19 square meters of self storage and regularly reach in excess of 0.30 square metres of self storage space per capita.

International Comparison Supply DensitySquare Metre Storage Area per Capita

0.0

0.2

0.4

0.6

0.8

1.0

New

Yor

k

Los

Ange

les

Chic

ago

Dalla

s

Was

hing

ton

Atla

nta

Bost

on

San

Fran

cisc

o

Phoe

nix

San

Dieg

o

Denv

er

San

Anto

nio

Sydn

ey

Brisb

ane

Mel

bour

ne

Source: Blackwell Consulting Research 2008

The high level of supply per capita in the United States suggests the Australian market has scope for continued expansion of supply before the market might meet the expected future level of demand for self storage services in Australia, although it should be noted that it is unlikely that Australia would reach the same level of demand for self storage on a per capita basis as the United States due to market differences.

However, there is limited new supply in the sector due to unfavourable land/development economics, and in its fi rst three years, the Fund has chosen not to develop any new facilities. The Fund’s preferred growth strategy is to acquire existing facilities from retiring owners and to then grow these businesses organically. The unfavourable land economics of new development and time taken to reach mature occupancies is a signifi cant barrier to entry for new participants in the industry, as is the specialist management skills and brand marketing required to operate a self storage facility successfully.


SECTION 4 / THE SELF STORAGE INDUSTRY

4.5 INDUSTRY PARTICIPANTS

Competitors to the Fund in the industry comprise:

• Two other national operators – Kennards Self Storage and National Storage; • A number of large state based private businesses that own multiple sites; and • A large number of single site owners, some of which operate institutional grade assets, but the majority of which

operate smaller sites that are not suited to institutional ownership.

Over the past few years there has been a trend to consolidation in the industry, with the major operators expanding their operations either by direct acquisition of facilities or through an increased number of branding and management structures.

It is expected that this trend will continue as the establishment of a greater number of facilities under a single brand offers larger operators advantages in:

• Brand recognition. • Economies in purchase of advertising, insurance, recruitment and other major operating cost items. • Implementation of management systems and operating applications. • Infl uencing unit pricing.

The following charts show the proportion of market supply controlled by the major operators in Sydney, Brisbane, Melbourne and Auckland:

Melbourne Market Shareby sqm supplied

1. Kennards2. Storage King3. National4. Fort Knox5. Frys Self Storage6. Others

15%16%17%11%

5%36%

45

6

1

2

3

Auckland Market Shareby sqm supplied

1. Storage King2. Storage Express3. Safe Store4. Kennards5. National Mini6. Kiwi Storage7. Others

25%6%7%6%

25%7%

24%

45

6

1

2

3

7

Brisbane Market Shareby sqm supplied

1. Kennards2. Storage King3. National4. Storage Choice5. Fort Knox6. Others

14%17%25%

8%7%

29%

1

2

3

4

5

6

Sydney Market Shareby sqm supplied

1. Kennards2. Storage King3. Rent A Space4. National Self Storage5. Global Self Storage6. Metro Self Storage7. Others

45%18%

8%4%4%3%

18%

1

2

3

4

5

6

7

Source Blackwell Consulting Research 2008


SECTION 5 /

5.1 ABOUT STORAGE KING PTY LIMITED

Storage King Pty Limited and Storage King Management Pty Limited undertake the day-to-day management of the facilities owned by the Abacus Storage Fund in accordance with the Management and Licence agreements summarised at Section 11.4. Abacus Storage Fund is the largest licensee of Storage King.

Storage King is one of the largest self storage operators in Australasia. As at the date of this Offer Document, Storage King has licensed a network of approximately 115 self storage facilities in Australia and New Zealand providing over 450,000 square metres of net lettable area with approximately 43,000 customers.

Storage King was established in 1998 by its principals David Scanlen and Michael Tate to provide licensing and management services to independent operators in the Australian self storage industry. Building on their experience in the storage industry since 1993 and a track record of success as the senior management team at Millers Self Storage, they have successfully grown the Storage King business into a sophisticated retail licensing operation over the last decade.

David Scanlen, Chairman Prior to establishing Storage King Pty Limited, David was General Manager Finance & Business for the Millers Self Storage Group. Previous roles have included positions with TNT Australia, Citibank and PepsiCo. David holds a Bachelor of Economics from Macquarie University.

Michael Tate, Chief Executive Offi cer Prior to establishing Storage King Pty Limited, Michael was the General Manager, Operations at Millers Self Storage. Previous roles have been with Lend Lease and RCDB Constructions. Michael is a Certifi ed Practicing Accountant and Member of the Australian Society of CPAs, with a Bachelor of Business from the University of Technology, Sydney.

5.2 BENEFITS OF STORAGE KING MANAGEMENT

Storage King has established an experienced management team, proven systems and personnel and utilises customised software to assist its operations and management of sites. Storage King is also able to offer licensees operational benefi ts by utilising group buying power. In particular, its marketing and promotional activities are of signifi cant benefi t to all licensees of the brand.

Storage King has a track record of improving the operating performance of the facilities. The effect of Storage King management systems, storage unit layout dynamics, staff training, human resources policies and customer enquiry levels has translated into increased rental income and earnings for many of these facilities, compared with their performance prior to becoming Storage King sites.

5.3 STORAGE KING BRAND

A key driver of growth for Storage King and its branded facilities is the rate of customer enquiry. Storage King regards the effect of brand recognition on the rate of enquiry as being a key competitive advantage in the market, attracting higher rates of customer acquisition and revenue growth.

The following chart illustrates the increase in telephone enquiry levels to the national Storage King enquiry line from 1999 to 2007.

Storage King National telephone enquiry line enquiries

0

2000

4000

6000

8000

10000

2001 20072006200520042003200220001999

The following chart illustrates the growth in activity levels on the Storage King website www.storageking.com.au.

0

200

400

600

800

1000

1200

2006 200820042002

Storage King website Internet activityDaily average unique website visits

The Operator – Storage King

SECTION 5 / THE OPERATOR – STORAGE KING

5.4 MANAGEMENT AND LICENSING AGREEMENTS

The Fund has entered into the following commercial arrangements with Storage King in respect of the branding and management of the Fund’s facilities.

Relationship Deed Abacus and Storage King have entered into a Relationship Deed that operates as a framework agreement regulating the parties’ relationship and the various underlying management and licensing agreements that exist.

Specialised Management and Support Services Agreement This agreement governs the provision by Storage King of management and support services in respect of the day to day management of the self storage business at each of the Existing Assets. The initial term of this agreement is fi ve years (expiring in May 2010) and, at the end of the initial term, the agreement will be extended for 5 years unless either party terminates it.

Key services provided by Storage King under this agreement include:

• site selection and feasibility; • facility set-up; • facility presentation; • recruitment, training and supervision of facility

management and staff; • customer service procedures; • pricing; • preparation of operating budgets and

management accounts; • cash management; • debtors management; • insurance; • information technology systems; • all day-to-day administration and operational

issues; and • quarterly facility reports.

Storage King Management Pty Limited (for the Australian sites) and Storage King Management (NZ) Limited (for the New Zealand sites) is the employer of the staff that work at each of the Fund’s facilities, with the exception of U Stow It where existing employees have been seconded to Storage King.

Storage King also provides specialist advice and assistance with capital improvements and facility expansion projects.

Other Management Agreements Whereas the arrangements as between the Fund and Storage King in respect of the management of the Existing Assets are regulated by the one agreement, the arrangements between the Fund and Storage King in respect of the management of the Additional Assets are regulated by management agreements at a facility or portfolio level. For instance, the management of the fi ve Townsville assets is regulated by one management agreement and the management of the U Stow It assets is regulated by another agreement. These agreements contain terms that are substantially the same as those contained in the Specialised Management and Support Services Agreement, except that the fee arrangements are slightly different.

The management arrangements for any new facilities acquired by the Fund are likely to be on similar terms.

Licence Agreement The parties have entered into a Licence Agreement relating to the Storage King trademark and logo pursuant to which Storage King granted the Company a non-exclusive licence to use the business name (in a modifi ed form) and the trademark in all activities reasonably undertaken by the Company as an owner of the self storage business for the Existing Assets.

Whereas the arrangements as between the Fund and Storage King in respect of the licensing of the Existing Assets are regulated by the one agreement, the arrangements as between the Fund and Storage King in respect of the licensing of the Additional Assets are regulated by licence agreements at a facility or portfolio level. For instance, the licensing of the fi ve Townsville assets is regulated by one licence agreement and the licensing of the Hamilton facility is regulated by another agreement. These agreements contain terms that are substantially the same as those contained in the Licence Agreement for the Existing Assets.

No licence agreement has been entered into with Storage King in respect of the U Stow It facilities as they continue to trade under the U Stow It brand. However, it is likely that in the future, these assets will be rebranded to Storage King and at that point, a licence agreement would be entered into. Further details on the fee arrangements under each of these agreements are provided in Section 7.4. Further details on each of these agreements are provided in Section 11.4.



SECTION 6 /

Abacus is the Responsible Entity of the Trust and manages the Fund on behalf of investors. Abacus holds an Australian Financial Services Licence (AFSL 277 357) and is authorised under this licence to operate the Trust. Abacus is a member of Abacus Property Group, a S&P/ASX 200 listed Australian Real Estate Investment Trust. The Abacus Property Group team includes property and funds management specialists as well as fi nance, legal, marketing and administration professionals.

The Trust is a registered managed investment scheme (ARSN 111 629 559). Procedures for the management of the Trust and its assets are set out in a compliance plan lodged with ASIC. Compliance with the compliance plan is monitored by a compliance committee with a majority of external members and is audited annually by an external auditor. All assets owned by the Trust are held by an external custodian.

Abacus’s role as manager includes:

• Trust administration; • payment of distributions; • investor communications; • regulatory compliance; and • arrangement of debt facilities.

Abacus Property Group specialises in investing in property based assets and, as at the date of this Offer Document, has more than $2.4 billion of assets under management. Key elements of the Group’s activities are:

• an investment portfolio of commercial, retail and industrial properties across Australia;

• a funds management business, syndicating property based investment opportunities for retail and wholesale investors;

• a specialist mortgage lending business; and • partnerships and projects with a number of

property investment and development groups.

Since 1996, Abacus Property Group has:

• established more than 35 investment funds; • raised over $1.1 billion in equity from retail and

institutional investors; and • grown assets under management to more than

$2.4 billion.

The Responsible Entity


SECTION 7 /

7.1 CONSUMER ADVISORY WARNING

The following consumer advisory warning is a general disclosure required by the Corporations Amendment Regulations 2005.

DID YOU KNOW? Small differences in both investment performance and fees and costs can have a substantial impact on your long term returns.

For example, total annual fees and costs of 2% of your fund balance rather than 1% could reduce your fi nal return by up to 20% over a 30-year period (for example, reduce it from $100,000 to $80,000).

You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs.

You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the fund or your fi nancial adviser.

TO FIND OUT MORE

If you would like to fi nd out more, or see the impact of the fees based on your own circumstances, the Australian Securities and Investment Commission (ASIC) website (www.fi do.gov.au) has a managed investment fee calculator to help you check out different fee options.

7.2 FEES AND OTHER COSTS

This section shows fees and other costs that apply to the Fund and hence have an impact on your investment. These fees and costs may be deducted from your money, from the returns on your investment or from the Fund’s assets as a whole. You should read all the information about fees and costs because it is important to understand their impact on your investment.

TYPE OF FEE OR COST AMOUNT1 HOW AND WHEN PAID

FEES WHEN MONEY MOVES IN OR OUT OF THE FUND

Establishment fee The fee to open your investment Nil Not applicable

Contribution fee The fee on each amount contributed to your investment Nil2 Not applicable

Withdrawal fee The fee on each amount you take out of your investment Nil3 Not applicable

Termination fee The fee to close your investment Nil Not applicable

Fees and Other Costs


SECTION 7 / FEES AND OTHER COSTS

TYPE OF FEE OR COST AMOUNT1 HOW AND WHEN PAID

Management costs The fees and costs for managing your investment.

(i) A management fee of up to 0.85% per annum of the gross asset value of the Fund.4

Payable monthly in arrears within 21 days of the end of each month from the assets of the Fund.

(ii) Expenses (including the custodian fee) are estimated to be 0.15% of the gross asset value of the Fund,5 excluding abnormal expenses.

Expenses are paid as incurred from the assets of the Fund. If Abacus initially pays expenses, Abacus is entitled to be reimbursed upon presentation of relevant invoices.

(iii) An Acquisition Fee of 1.25% of the purchase price of every additional real property asset acquired by the Fund is payable to Abacus, subject to a minimum fee of $75,000.6

Payable within 3 days after the relevant purchase or completion of any related capital raising.

(iv) A Sales Management Fee equal to 0.75% of the net sale price is payable to Abacus on disposal of a facility by the Fund.

Payable on disposal of the relevant facility.

(v) Abacus will be entitled to a Performance Bonus upon sale of a facility owned by the Trust or listing of the Fund. The Performance Bonus equals 10% ($100 per $1000) of the net profi t resulting from a sale of a facility or listing. This is calculated as 10% of the total proceeds from the sale of the facility or listing less selling costs, the purchase price and acquisition costs.

Payable upon a sale of a facility or listing of the Fund.

SERVICE FEES

Investment switching fee The fee for changing investment options. Nil Not applicable

1 Where applicable, these fees include GST and any applicable input tax credits or reduced input tax credits the Fund may claim. 2 There is no contribution fee deducted from new subscriptions, but the Fund will pay an equity raising fee of up to 3.75% plus GST (3.844%

including GST). Refer to Section 7.3 for further detail. 3 While there is no withdrawal fee, there is an administrative/handling fee of 5% charged for applications processed in accordance with the

Liquidity Facility. Refer to Section 1.13 for further detail on the Liquidity Facility security price. Further, applications processed under the Liquidity Facility will also incur stamp duty.

4 Over the Forecast Period the actual management fee charged is 0.425%. The 0.425% fee that is not charged may be recouped in future years or from a Liquidity Event as described in Section 7.5. Abacus charges the same percentage fee to both the Trust and the Company.

5 Abacus is entitled to recover the cost of operational expenses, such as accounting, auditing, legal fees, valuation, administration and reporting, share registry costs, holding investor meetings, custodian and compliance costs from the Fund. The actual amount of expense recoveries in any fi nancial year could be more or less than the estimate provided.

6 The acquisition fee has been waived on the acquisition of the Additional Assets.


7.3 ADDITIONAL EXPLANATION OF FEES AND COSTS

Abacus Management Fee The maximum management fee that Abacus will charge the Fund over the Forecast Period is 0.85% of gross assets. On gross assets of $334 million, this equates to an annual management fee is $2,839,000. Since Fund inception Abacus has reduced its management fee by approximately 50% to support the Fund in its early years. For the Forecast Period, Abacus intends to maintain this reduction of 50% of its management fee, such that the actual fee to be charged to the Fund is 0.425% of gross asset value. On gross assets of $334 million, the annual management fee payable at 0.425% is $1,419,500. Abacus may increase its management fee up to a maximum of 0.85% of gross assets subject to performance criteria as described in Section 7.5. The reduced Abacus management fee from 85bps to 42.5bps can be recouped from the Fund in the future subject to meeting recoupment criteria as set out in Section 7.5.

In addition, Abacus has agreed to provide income support to the Fund by way of deferring a proportion of its management fee in FY2009 and FY2010 to support the forecast distributions to Securityholders. This income support is $1.2 million in FY2009 and $0.6 million in FY2010. The income support is recoverable from the Fund whenever there is surplus cash after the payment of distributions to Securityholders as set out in this Offer Document. This income support may be recouped through the issue of Stapled Securities in the Fund or from a Liquidity Event at the option of Abacus.

Fees that have been historically reduced by Abacus and Storage King in the period between Fund launch and 30 September 2008 total $5.2 million, of which $1.8 million was recouped in May 2008 through the issue of securities in the Fund to Abacus ($0.9 million) and Storage King ($0.9 million). As at 30 September 2008, the amount of fees that have been reduced and not recouped by Abacus and Storage King were $1.6 million and $1.8 million respectively. Abacus and Storage King are entitled to recoup these fees subject to the performance criteria set out in Section 7.5. These amounts have not been provided in the forecast income statement or pro-forma balance sheet since their recoupment is dependent on future performance. Any fees subsequently recouped will be expensed in the year of recoupment.

Acquisition Fee Abacus is entitled to an acquisition fee equal to 1.25% of the purchase price of each property asset acquired by the Fund, subject to a minimum fee of $75,000, payable by the earlier of 3 business days after acquisition of the facility or the completion of any related capital raising. Where the purchase price is $6,000,000 or less, the fee payable would be $75,000. If for example the purchase price is $10,000,000, the fee payable will be $125,000.

DOLLAR EXAMPLE OF ACQUISITION FEE $

Purchase price ≤ $6,000,000 75,000

Purchase price = $8,000,000 100,000

Purchase price = $10,000,000 125,000

Abacus has agreed to waive its entitlement to the acquisition fee on the Additional Assets.

Sales Management Fee Each of Abacus and Storage King is entitled to a sales management fee equal to 0.75% of the net sale price, payable on disposal of a property by the Fund. This fee is not payable if after payment of the sales management fee the net sale price is less than the adjusted purchase price of the facility. Net sale price is the sale price of the facility less any fees and costs associated with the sale. Adjusted purchase price is the aggregate of the purchase price, capital expenditure and sales management fee related to the facility. As Abacus does not intend at this stage to sell any facilities of the Fund, Abacus does not anticipate earning a sales management fee in the Forecast Period.

DOLLAR EXAMPLE OF SALES MANAGEMENT FEE $

Net sale price 6,500,000

Storage King sales management fee @ 0.75%* 48,750

Abacus sales management fee @ 0.75%* 48,750

Final net proceeds 6,402,500

* The sales management fees would be reduced if the adjusted purchase price (which includes any capital expenditure on the facility plus sales management fees) was greater than the net sale price.




Performance Bonus A performance bonus may be payable in the event of the sale of any asset of the Trust, including via listing of the Fund. While the Fund is unlisted, a performance bonus is payable on the sale of any asset of the Trust if the net sale price (after deduction of all selling expenses) of the asset exceeds its total acquisition cost (being the purchase price plus stamp duty and all other acquisition expenses).

The performance bonus will be equal to 10% of the difference between the net sale price of the asset and its total acquisition cost. The fee may be paid in cash, Stapled Securities, assets or any combination of these.

A performance fee will also be payable on listing of the Fund if the aggregate value of the assets of the Fund exceeds the sum of the total acquisition costs of those assets. For this purpose, the value of the assets will be determined by an independent qualifi ed valuer and reported in a disclosure document issued as part of an application for listing the Fund on the Australian Securities Exchange. This performance bonus will be equal to 10% of the difference between the aggregate value of the assets and their total acquisition costs.

DOLLAR EXAMPLE OF CALCULATION OF THE PERFORMANCE BONUS $M

Sale of a facility 10.0

Property acquisition price and acquisition costs (8.0)

Selling costs (0.2)

Sales management fees (0.1)

Net profi t 1.7

Abacus performance bonus (10% of the net profi t) 0.17

Note: This is not a forecast of the Fund’s future performance but an example for illustrative purposes only.

The performance bonus forms part of the management cost of the Fund. Abacus has agreed to pay 50% of any performance bonus that it may earn to Storage King.

Abacus Property Services Management Fee Abacus Property Services Pty Limited (APS) may be appointed to manage and let all of the property assets owned by the Fund that are not managed by Storage King. The Fund will pay fees of up to 3% per annum of the gross rental income for these services if appointed. Currently all self storage assets are managed by Storage King and the only properties which are managed by APS are the commercial properties at Hume and Belconnen.

Fund Expenses Abacus is entitled to be reimbursed for all costs, charges and expenses properly incurred in managing and establishing the Fund. These expenses include expenses connected with insurance, custody and any other costs of dealing with any assets of the Fund, its administration, including accounting and auditing costs, holding investor meetings and the services of external consultants, legal and fi nancing fees, share registry, printing and postage costs.

The estimated Fund expenses do not include abnormal expenses that may be incurred by the Fund, such as costs incurred in disposing of Fund assets, winding up of the Fund or unexpected costs such as litigation, compensation etc. In the event that such costs are incurred, Abacus will recover or pay them from the Fund’s assets.

Equity Raising Fee The Fund will pay an equity raising fee to a maximum of 3.75% plus applicable GST (3.844% including irrecoverable GST) of the subscription price of Stapled Securities, as follows:

• a sales fee of 3% plus GST of the equity raised to eligible brokers and fi nancial advisers who place funds pursuant to this Offer Document; and

• an equity raising fee of 0.75% plus GST to Abacus.

The sales fee may be in the form of an upfront commission of 3%, a combination of upfront and trailing commission (2%/0.2% or 1%/0.4%), trailing commission of 0.6% or a client rebate of the 3% upfront commission.

Where the clients of eligible brokers and fi nancial advisers invest in the Fund via a master trust, wrap account, investor directed portfolio service or nominee or custody service, they will be subject to the fee arrangements that Abacus and/or their dealer group negotiate with the relevant service provider.

Dollar example of equity raising fee and adviser commission On a $37.0 million capital raising, of this amount the equity raising fee payable would be a maximum of $1,422,000 including irrecoverable GST, payable to Abacus and eligible fi nancial intermediaries.


Indirect Cost Ratio and Management Expense Ratio The Indirect Cost Ratio (ICR) for a fund is the ratio of the Fund’s management costs that are not deducted directly from an investor or investor’s account to the Fund’s total average net assets. The Management Expense Ratio (MER) is the ratio of management costs to gross assets of the Fund.

The ICR and MER for the Forecast Period is:



ICR MER ICR MER

Recurring management fee at 0.425% 1.5% 0.6% 1.6% 0.6%

Recurring management fee at 0.85% 2.3% 1.0% 2.8% 1.1%

Changes to Fees and Costs Under the Trust’s Constitution, Abacus may waive, reduce or postpone the receipt of any fee (or any part of a fee) or charge a lesser fee than Abacus is entitled to receive under the Constitution. Abacus may recover any fees waived, reduced or postponed in a later year.

The maximum management fee that Abacus is entitled to charge the Fund under the terms of the Fund’s Constitution and Company management agreement is 1.0% per annum of the aggregate gross value of the assets of the Fund.

Abacus will provide 30 days written notice of any increase in fees up to the maximum permitted. Abacus may not increase fees beyond the maximum amount permitted in the Trust’s Constitution without seeking the approval of Securityholders at a meeting.

Example of Annual Fees and Costs This table gives an example of how the fees and costs in the Fund can affect your investment over a one year period. You should use this table to compare this product with other investment products.

EXAMPLE BALANCE OF $50,000 WITH A CONTRIBUTION OF $5,000 DURING THE YEAR

Contribution fees Nil Nil

PLUS Management costs1 0.575% per annum (being 0.425% per annum management fee and 0.15% per annum estimated Fund expenses)

AND, for every $50,000 you have in the Fund you will be indirectly charged $7512 each year.

EQUALS Cost of the Fund If you had an investment of $50,000 at the beginning of the year and you put in an additional $5,000 during that year, you would be indirectly charged fees of $751 to $8,273 depending on the date the additional $5,000 was invested.

1 The forecasts set out in this Offer Document are based on a 0.425% management fee. The maximum management fee payable to Abacus is 0.85% provided certain performance targets are met and on this basis the indirectly charged fees of $751 and $827 in the table above would be increased to $1,307 and $1,438 respectively. Management costs exclude any future performance fee, acquisition fee and sales fee as it is not possible to forecast the payment of future performance fees and this Offer Document does not contemplate the acquisition or disposal of properties. The management fee does not include the Liquidity Facility handling fee as described in Section 1.13.

2 This calculation assumes that: the Fund has gross assets of $334 million; the Fund has Securityholder capital of $128 million; the Fund has liabilities of $201 million; the sample investor held their original $50,000 investment in Stapled Securities for the full year.

3 Additional fees may be paid by the Fund if new assets are acquired, assets are sold or further capital is raised.




7.4 FEES PAYABLE TO STORAGE KING

Storage King is entitled to be paid the following fees for its role in licensing and managing the Fund’s self storage assets.

Existing Assets • 3.5% of gross receipts from each facility or $1,500

per month per facility, whichever is the greater, for the licensing of the Storage King name and trademark; and

• 3.5% of gross receipts from each facility or $2,000 per month per facility, whichever is the greater, for the management of each facility. Storage King has agreed to not charge this management fee in respect of the Existing Assets to support distributions to Securityholders, but this may be recouped in accordance with Section 7.5.

Additional Assets • 3.5% of gross receipts from each facility (excluding

U Stow It) for the licensing of the Storage King name and trademark;

• The management fee in respect of the Additional Assets (excluding U Stow It) comprises a base fee of 1.5% of gross receipts from each facility and a performance related fee of 2% of gross receipts. The payment of the performance fee is dependent upon Storage King meeting certain profi tability thresholds determined for each of the Additional Assets;

• Storage King is entitled to charge a capital works fee of 2.5% of works to a maximum of $25,000 when managing expansion projects at any of the Additional Assets; and

• The management fee in respect of the U Stow It facilities has been set initially at $200,000 per annum with a performance fee for exceeding budgeted profi tability at the store level, but the parties may move to a percentage of gross receipts and performance fee structure in the future.

All Assets • A Sales management fee equal to 0.75% of the net

sale price, payable on disposal of a facility by the Fund; and

• 50% of any performance fee payable to Abacus upon a sale of a self storage facility or listing.

7.5 RECOUPMENT OF REDUCED FEES BY ABACUS AND STORAGE KING

The Relationship Deed establishes a process by which Abacus and Storage King may recoup fees that have been reduced in the past, as well as a process that provides for their management fees to be increased in the future. The key features of these processes are set out below.

Future Increase of Abacus’ and Storage King’s Management Fee Abacus’ management fee has been forecast at 0.425% of gross assets until 30 June 2010.

After 1 July 2010 Abacus will only increase its management fee up to a maximum of 0.85% of gross assets if the distributions to Securityholders in that fi nancial year are at least equal to the distribution in the prior fi nancial year plus the greater of CPI or 3%. This means that Abacus’ management fee will only be increased where distributions to Securityholders are also increased. Storage King’s management fees may similarly increase up to 3.5% of gross receipts on the Existing Assets.

To the extent that management fees are less than 0.85% of gross assets for Abacus and 3.5% of gross receipts on the Existing Assets for Storage King, these can be recouped in the future as described below.

Recoupment of Fees Reduced in Prior Years If in any fi nancial year the Fund’s net asset value increases by more than 5% from 1 October 2008, Abacus (acting in the best interests of the Fund’s Securityholders) may utilise up to 50% of the net asset value growth above 5% for the purposes of recouping any fees reduced in prior years. Abacus has agreed with Storage King that Abacus may recoup its fees ahead of Storage King.

Abacus will determine whether payment of recouped fees will be by way of cash or by way of the issuance of new Stapled Securities in the Fund, acting in the best interests of the Fund’s Securityholders. Any such Stapled Securities will be issued and priced in accordance with the Trust’s Constitution.

The potential increases in management fees described above are designed to reward Abacus and Storage King for performance ahead of forecast.


SECTION 8 /

8.1 INTRODUCTION

The fi nancial information relating to the Fund presented in this section includes:

• Historical consolidated fi nancial statements of the Fund for the year ended 30 June 2008;

• Forecast consolidated fi nancial statements of the Fund for the year ending 30 June 2009 (comprising three months actuals to 30 September 2008 and nine months forecast) and the year ending 30 June 2010; and

• Pro-forma consolidated balance sheet of the Fund as at 1 October 2008.

For the purpose of preparing the forecast fi nancial information and the pro-forma balance sheet, it is assumed that:

• the Fund comprises the Existing Assets and Additional Assets as at 1 October 2008, no other assets are acquired and no properties are sold;

• the shareholding in U Stow It remains at 86%; • further capital expenditure is debt fi nanced either

by a bank or the Abacus Working Capital Facility; • equity of $37.0 million has been raised by 1

October 2008 to repay tranche A of the Abacus Working Capital Facility;

• the valuations of the Fund’s properties remain unchanged over the Forecast Period;

• All New Zealand assets and liabilities are converted to Australian dollars at a rate of A1$=NZ$1.1925, the rate at 30 September 2008;

• Material movements in the fair value of the Fund’s interest rate swaps from 1 October to 3 December 2008 are refl ected in the pro-forma balance sheet; and

• all costs are exclusive of GST except where GST is unable to be recovered.

While Abacus considers these assumptions to be appropriate and reasonable at the time of preparing this Offer Document, investors should appreciate that they are only assumptions and that many factors, which may impact the forecasts, are outside the control of Abacus or may not be capable of being foreseen or accurately predicted. Accordingly, actual results may differ from those forecast. No one guarantees the future performance of the Fund.

Prospective investors are advised to read this Offer Document in full and make their own independent assessment of the future performance and prospects of the Fund and where appropriate, seek professional investment advice. Refer to Section 10 for an analysis of the potential risks to forecast returns. Investors should also have regard for the sensitivity analysis shown in Section 8.7.

Financial Information


SECTION 8 / FINANCIAL INFORMATION

8.2 INCOME STATEMENTS

Set out below is the historical consolidated income statement of the Fund for the year ended 30 June 2008 (based on the Existing Assets) and the forecast consolidated income statements of the Fund for the year ending 30 June 2009 and year ending 30 June 2010 (assuming that the Additional Assets were acquired on 1 October 2008). The year ending 30 June 2009 is based on three months actual results to 30 September 2008 and nine months forecast to 30 June 2009.

NOTE YEAR ENDED 30 JUNE 2008

ACTUAL $000


FORECAST $000


FORECAST $000

Operating revenue 25,923 35,559 41,099

Operating expenses (10,205) (12,369) (14,100)

Net operating income 1 15,718 23,190 26,999

Abacus Management Fee (911) (1,264) (1,452)

Recouped Abacus Management Fee 2 (933) - -

Trust expenses (423) (509) (524)

Other Fund expenses (2,267) (1,773) (1,976)

EBITDA 13,451 21,417 25,023

Amortisation of fi nance costs (168) (276) (310)

Depreciation (564) (442) (477)

Net unrealised gains on investments 3 15,370 - -

Unrealised foreign currency gains 26 - -

Unrealised gains/ (losses) on interest rate swaps 4 582 (11,711) -

Interest expense 5 (8,442) (13,021) (14,642)

Profi t/ (loss) before tax 20,255 (4,033) 9,594

Tax expense 6 (741) (850) (1,123)

Profi t/ (loss) after tax 19,514 (4,883) 8,471

Outside equity interest 7 - (260) (360)

Distributions to Securityholders (6,264) (8,567) (9,486)

Change in retained earnings 13,250 (13,710) (1,375)

Normalised profi t after tax 8 3,536 6,828 8,471

Notes to the Income Statements (1) Net operating income has been forecast by Abacus for each of the self storage assets based on the budgets

prepared for each self storage facility. The forecast assumes that net operating income increases by 6% to 8% per annum through both an increase in occupancy and average rental yield. Further, additional capital works will be undertaken over the Forecast Period, which will increase the net lettable area available. The forecast operating income includes rental from this additional space.

The Additional Assets are assumed to be owned by the Fund for nine months in the year ending 30 June 2009 and twelve months in the year ending 30 June 2010. Fees paid to Storage King, including those which have been recouped by Storage King relating to prior periods ($0.9 million in FY2008), are included within operating expenses.

(2) The recouped Abacus management fee comprises management fees that were reduced in the past and which were recouped in FY2008.

(3) The unrealised gain on investment at 30 June 2008 represents the increase in value of the Fund’s properties based on independent valuations. There are no forecasts for future valuations of properties as Abacus believes there is no reasonable basis on which to make forecasts in relation to future capitalisation rates, property yields or general market conditions and that these are matters outside its control.

(4) The unrealised gain/loss on the Fund’s interest rate swaps represents the change in the fair market value of the Fund’s interest rate swap book from one balance date to the next. The loss included for the year ending 30 June 2009 represents the change in the fair market value of the interest rate swaps between their value at 30 June 2008 and their value at 3 December 2008. The fair value of the swaps is calculated based on the remaining term of the swap, described in Section 1.7. This change in value has been brought about by the signifi cant reduction in offi cial interest rates in Australia and New Zealand over this period. The Fund intends to hold its interest rate swaps to maturity, such that any gain/loss will remain unrealised, and upon maturity, will have no value.



(5) Interest costs are calculated in accordance with the bank loan and swap agreements described in Section 1.7. (6) Tax expense relates only to the operating companies as the Trust’s taxable income is distributed to

Securityholders and should not be assessable to tax in the Trust. The principal component of the tax expense in FY2008 is a deferred tax charge in respect of the Existing Assets. The principal component of the tax expense in FY2009 and FY2010 is tax paid by U Stow It since this business is operated through a corporate structure.

(7) The forecasts have been prepared in accordance with accounting standards which require the Fund to include 100% of the operating income and costs of U Stow It in the income statement and then show the 14% of U Stow It which is not owned by the Fund as an outside equity interest.

(8) Normalised profi t after tax is stated after excluding the unrealised gains on investments, unrealised foreign currency gains and the unrealised gains/ losses on interest rate swaps.

8.3 DISTRIBUTION STATEMENT

The forecast distributions payable to Securityholders have been calculated by adjusting the Fund’s net profi t after tax in accordance with the following table to determine the net cash available for distribution to Securityholders.


ACTUAL $000


FORECAST $000


FORECAST $000

Profi t/ (loss) after tax 19,514 (4,883) 8,471

Add/subtract non cash items:

Net unrealised gains on investments (15,370) - -

Net unrealised (gain)/ loss on interest rate swaps (582) 11,711 -

Unrealised foreign exchange losses (26) - -

Prepaid fi nance amortisation 168 276 310

Depreciation 564 442 477

Recouped management fee through issued capital 933 - -

Income Support 1 - 1,206 588

Other working capital movements 2 1,153 (133) -

Cash available for distribution 6,354 8,619 9,846

Distributions to Securityholders (6,234) (8,552) (9,486)

Distributions paid to outside equity interests - (260) (360)

Funding surplus / (shortfall) 120 (193) -

Notes to the Distribution Statement (1) Abacus and Abacus Group Holdings Limited have agreed to provide income support of up to $1.2 million in

FY2009 and $0.6 million in FY2010 by way of deferral of Abacus management fee, or by any other means that Abacus deems appropriate including deferral of the interest on the Abacus Working Capital Facility.

(2) Working capital movements in the year to 30 June 2008 are predominantly items which are charged in the profi t and loss account but which have not been paid for in cash, for example changes in trade creditors and trade debtors and the provision for deferred tax.



8.4 CONSOLIDATED CASH FLOW STATEMENT

The following table shows the historical consolidated cash fl ow statement of the Fund for the year ended 30 June 2008 and the forecast consolidated cash fl ow statement for the year ending 30 June 2009 and year ending 30 June 2010.


ACTUAL $000


FORECAST $000


FORECAST $000

Operating revenue 26,406 35,537 41,099

Operating expenses (9,690) (12,369) (14,100)

Trust expenses (423) (509) (524)

Abacus Management Fee (1,844) (1,264) (1,452)

Income support - 1,206 588

Tax expense - (850) (1,123)

Interest payments (8,580) (13,021) (14,642)

Cash fl ow from operations 5,869 8,730 9,846

Purchase of self storage facilities 1 (2,281) (45,759) -

Purchase of U Stow It 1 - (39,497) -

Capital expenditure 2 (6,156) (8,408) (1,000)

Cash fl ow from investing activities (8,437) (93,664) (1,000)

Proceeds from borrowings 3 8,922 58,440 1,000

Proceeds from issued capital - 36,984 -

Payment of issue costs - (1,871) -

Distributions paid to outside equity interests - (260) (360)

Distributions paid to Securityholders (6,234) (8,552) (9,486)

Cash fl ow from fi nancing activities 2,688 84,741 (8,846)

Net change in cash 120 (193) -

Notes to the Consolidated Cash Flow Statement (1) During FY2009 the Fund acquired the Additional Assets, funded by drawing bank debt of $50.5 million and the

Abacus Working Capital Facility by $37.0 million. In the table above the acquisition of the Additional Assets has been split between the purchase of real property and the purchase of shares relating to U Stow It.

(2) Capital expenditure relates primarily to building works to expand various self storage facilities. The facilities which are planned to undergo capital works include Cranbourne, Melton, Belconnen, Kambah and Salisbury. Capital expenditure is forecast to be fi nanced by borrowings, either bank debt or the Abacus Working Capital Facility.

(3) The proceeds from borrowings of $58.4 million in the table comprises $50.5 million to acquire the Additional Assets and $8.3 million to fund capital expenditure less $0.4 million of loan related fees. The forecast cashfl ow assumes that the equity has been raised to repay the Abacus Working Capital Facility.



8.5 PRO FORMA CONSOLIDATED BALANCE SHEET

Set out below is the audited consolidated balance sheet at 30 June 2008 for the Existing Assets, actual consolidated balance sheet at 30 September 2008 for the Existing Assets and the pro-forma consolidated balance sheet at 1 October 2008, which has been compiled as if the Additional Assets and all New Stapled Securities to be subscribed pursuant to this Offer Document are settled on 1 October 2008.

NOTE AUDITED AT 30 JUNE 2008

$000EXISTING

ASSETS

ACTUAL AT 30 SEPTEMBER 2008

$000EXISTING

ASSETS

PRO-FORMA AT 1 OCTOBER 2008

$000EXISTING AND

ADDITIONAL ASSETS

Cash 2,212 2,090 2,855

Other current assets 1,888 1,799 2,086

Investment property 1 215,820 219,725 320,486

Goodwill 2 - - 7,651

Other non current assets 3 5,363 1,463 1,113

Total assets 225,283 225,077 334,191

Trade & other payables (1,168) (1,556) (2,860)

Other current liabilities (1,589) (1,567) (1,770)

Deferred tax liability 4 - - (6,737)

Bank debt 5 (118,385) (121,509) (181,569)

Other non current liabilities 3 (3) (240) (8,070)

Total liabilities (121,145) (124,872) (201,006)

Net assets 104,138 100,205 133,185

Issued capital 6 77,616 77,616 113,595

Issue costs 7 (6,036) (6,036) (7,907)

Foreign currency translation reserve (2,366) (1,844) (2,221)

Outside equity interests 8 - - 5,325

Retained earnings 34,924 30,469 24,393

Total equity 104,138 100,205 133,185

Gearing 9 52% 54% 56%

Net Asset Value per Stapled Security $1.35 $1.30 $1.18



Notes to the Consolidated Pro Forma Balance Sheet (1) Investment property at 1 October 2008 is recorded at fair value, based on the latest valuations described in

Section 3.3 (and the New Zealand assets translated at A$1=NZ$1.1925) plus stamp duty and capital expenditure as detailed in the table below.

VALUER $M

Existing Assets Blackwell – June 2008 219.4

Additional Assets excluding U Stow It DTZ – August 2008 43.1

U Stow It property CBRE – June 2008 55.0

Property Value 317.5

Stamp duty on Australian property 1.9

Capital expenditure and exchange rate movements to September 2008 1.1

Investment Property Value 320.5

(2) The goodwill represents the difference between the market value of the U Stow It shares and the net assets of U Stow It.

(3) Other non current assets and other non current liabilities primarily comprise the fair value of interest rate swaps which were a net asset at 30 June 2008 and a net liability in the pro-forma at 1 October 2008. Interest rate swaps at market value are a liability in the pro-forma balance sheet after refl ecting the decrease in bank base rates to 3 December 2008.

(4) The deferred tax liability relates to U Stow It and represents the potential tax payable by U Stow It if the assets were sold at their current value. This tax is not payable if U Stow It does not sell the assets. Further, when the Fund acquires the residual 14% shareholding in U Stow It, so as to own 100% of U Stow It, it should be able to restructure the U Stow It ownership arrangements so that the deferred tax liability will be reversed with a corresponding credit to the income statement.

(5) The bank debt of $181.5 million comprises the original debt in the Fund prior to the acquisition of the Additional Assets of $121.5 million, the debt to acquire the Additional Assets of $50.5 million, $9.9 million of debt held within U Stow It less $0.4 million of loan establishment and related fees. Further details of the loan terms are provided in Section 1.7.

(6) The pro-forma balance sheet assumes that as at 1 October 2008 there were 108,398,000 Stapled Securities on issue, calculated as follows:

Stapled Securities on issue 30 September 2008 77,056,000

Stapled Securities to be issued pursuant to this Offer Document 31,342,000

Pro-forma Stapled Securities on issue at 1 October 2008 108,398,000

The pro forma balance sheet assumes that as at 1 October 2008 the Fund is fully subscribed with Securityholder equity at the issue price of $1.18, which is used to repay Tranche A of the Abacus Working Capital Facility.

(7) Issue costs written off refl ect the original issue costs incurred from the Original Offer Document plus costs associated with this Offer. The costs of this Offer are estimated to be $449,000 in fees to third parties and $1,422,000 equity raising fees.

(8) The forecasts have been prepared in accordance with accounting standards which require the Fund to include 100% of the assets and liabilities of U Stow It in the Fund balance sheet and then show the 14% of U Stow It which is not owned by the Fund as an outside equity interest.

(9) Gearing ratio is defi ned as interest bearing liabilities less cash divided by gross assets less cash. The pro-forma gearing ratio for the Fund at 1 October 2008 is 56%. ASIC requires that gearing is disclosed based on the total interest bearing liabilities divided by total assets. Using this defi nition, gearing is 56%.


8.6 KEY ACCOUNTING POLICIES

The forecast fi nancial information in this section has been prepared in accordance with the requirements of the Corporations Act 2001, applicable Australian Accounting Standards, other mandatory professional requirements and the Fund’s Constitution. The forecast fi nancial information complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS has ensured that the forecast fi nancial information complies with International Financial Reporting Standards (IFRS).

The regulatory bodies that promulgate AIFRS have signifi cant ongoing projects, the outcomes of which could affect the impact of AIFRS on the Fund. Accordingly, there can be no assurances that the fi nancial information as disclosed in the Offer Document would not be materially different with changes to AIFRS. Any changes should not impact cashfl ows and hence the ability of the Fund to make cash distributions would be unaffected.

The key accounting policies applied are:

(i) Basis of Consolidation: The consolidated fi nancial statements comprise the fi nancial statements of the Company and its subsidiaries and the Trust and its subsidiaries. The fi nancial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies with adjustments made to bring into line any dissimilar accounting policies that may exist. All intercompany balances and transactions, including unrealised profi ts from intra-group transactions, are eliminated in full and subsidiaries are consolidated from the date on which control is transferred to the Fund and cease to be consolidated from the date on which control is transferred out of the Fund. Where there is a loss of control of a subsidiary, the consolidated fi nancial statements include the results for the part of the reporting period during which the Fund has control. The acquisition of subsidiaries is accounted for using the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition.

(ii) Income and Expenses: Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent it is probable that the economic benefi ts will fl ow to the Fund and the revenue can be reliably measured. The following specifi c recognition criteria must also be met before revenue is recognised. Rental income from investment properties is accounted for on a straight-line basis over the lease term. Contingent rental income is recognised as income in the periods in which it is earned. Revenue from rendering of services is recognised in accordance with the terms and conditions of the service agreements and relevant accounting standards. Revenue from sale of investment properties is recognised on settlement when the signifi cant risks and rewards of the ownership of the properties have been transferred to the buyer. Risks and rewards are generally considered to have passed to the buyer at the time of settlement of the sale. Change in net market value of investments is recognised as revenue or expense in determining the net profi t for the period. Expenses including rates, taxes and other outgoings, are brought to account on an accrual basis and any related payables are carried at cost.

(iii) Finance costs: Finance costs are recognised as an expense when incurred unless they relate to a qualifying asset or to upfront establishment and arrangement costs, which are deferred and amortised as an expense over the life of the facility or fi ve years whichever is shorter. A qualifying asset is an asset that generally takes more than 12 months to get ready for its intended use or sale. In these circumstances, the fi nancing costs are capitalised into the cost of the asset. Where funds are borrowed by the Fund for the acquisition or construction of a qualifying asset, the amount of the fi nance costs capitalised are those incurred in relation to the borrowing.

(iv) Investments and other fi nancial assets: All investments are initially recognised at cost, being the fair value of the consideration given. Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classifi ed as either fi nancial assets at fair value through profi t or loss, loans




and receivables, held to maturity investments, or available-for-sale fi nancial assets. The Fund determines the classifi cation of its fi nancial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each fi nancial year–end. At 30 June 2008 the Fund’s investments have been classifi ed as fi nancial assets at fair value through profi t or loss and loans and receivables. Purchases and sales of fi nancial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place are recognised on the trade date ie the date that the Fund commits to purchase the assets. Financial assets are derecognised when the right to receive cash fl ows from the fi nancial assets have expired or been transferred. For investments where there is no quoted market or unit price, fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash fl ows of the underlying net asset base of the investment. After initial recognition, investments, which are classifi ed as held for trading, are measured at fair value. Financial assets are classifi ed as held for trading if they are acquired for the purpose of selling in the near term with the intention of making a profi t. Gains or losses on investments held for trading are recognised in the income statement.

(v) Property Valuation Movements: There are no forecasts for future valuations of properties as Abacus believes there is no reasonable basis on which to make forecasts in relation to future capitalisation rates, property yields or general market conditions and that these are matters outside its control. Accordingly, Abacus is unable to accurately quantify the impact of these unknown conditions on the forecast fi nancial information.

(vi) Fair Value Valuations: Under AIFRS, fair value valuations may introduce volatility into forecast fi nancial information, in particular, potential volatility of movements in property values and interest rate related assets and liabilities such as interest rate swaps. This will not affect the operating cashfl ows and hence the distributions paid to Securityholders.

(vii) Property, Plant and Equipment: Land and buildings are measured at fair value, based on periodic valuations by external independent valuers, less accumulated depreciation on buildings and less any impairment losses recognised after the date of the revaluation. Plant and equipment is stated at historical cost less accumulated depreciation and any impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: • Buildings – 40 years • Plant and equipment – over 5 to 15 years

Any revaluation increment is credited to the asset revaluation reserve included in the equity section of the balance sheet except to the extent that it reverses a revaluation decrease of the same asset previously recognised in profi t or loss, in which case the increase is recognised in profi t or loss. Any revaluation decrease is recognised in profi t or loss except to the extent that it offsets a previous revaluation increase for the same asset in which case the decrease is debited directly to the asset revaluation reserve to the extent of the credit balance existing in the revaluation reserve for that asset. An annual transfer from the asset revaluation reserve to retained earnings is made for the difference between depreciation based on the revalued carrying amounts of the assets and depreciation based on the assets’ original costs. Any accumulated depreciation as at the revaluation date is eliminated against the gross carrying amounts of the assets and the net amounts are restated to the revalued amounts of the assets. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefi ts are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognised.


(viii) Depreciation: Under AASB 140, investment properties, including any plant and equipment, are not subject to depreciation. However, depreciation allowances in respect of certain buildings, plant and equipment are currently available to investors for taxation purposes, which allow some or all of the distributions to be treated as tax deferred.

(ix) Investment Property: Investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing parts of an existing investment property at the time that the cost is incurred if the recognition criteria are met, and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which refl ects market conditions at the balance sheet date. Gains or losses arising from changes in the fair values of investment properties are recognised in profi t or loss in the year in which they arise. Investment properties are derecognised either when they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefi t is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in profi t or loss in the year of retirement or disposal. Transfers are made to investment property when, and only when, there is a change in use, evidenced by commencement of an operating lease to another party or ending of construction or development. Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of development with a view to sale. Land and buildings are considered to have the function of an investment and are therefore regarded as a composite asset, the overall value of which is infl uenced by many factors, the most prominent being income yield, rather than diminution in value of the building content due to the passing of time. Accordingly, the buildings and all components thereof, including integral plant and equipment, are not depreciated. The directors obtain independent valuations on all investment properties annually to ensure that the carrying amount does not differ materially from the assets’ fair value. This review takes place each June and

December reporting cycle. In determining fair value, the capitalisation of net income method and the discounting of future cashfl ows to their present value have been used. Under AASB 140, investment properties, including any plant and equipment, are not subject to depreciation. However, depreciation allowances in respect of certain buildings, plant and equipment are currently available to investors for taxation purposes. Gains and losses arising from changes in the fair value of investment properties are included in the income statement in the year in which they arise. Any gains or losses on the sale of investment properties are recognised in the income statement in the year of sale.

(x) Issue Costs: Costs incurred in relation to the issue of this Offer Document and the sale of Stapled Securities in the Fund to investors are offset against net assets attributable to investors.

(xi) Interest-Bearing Loans and Borrowings: All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net of transaction costs associated with the borrowing. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Fees paid in the establishment of loan facilities that are yield related are included as part of the carrying amount of loans and borrowings. Borrowing costs are recognised as an expense when incurred.

(xii) Income Tax: Under current Australian income tax law, profi ts earned by the Trust element of the Fund will not be liable to pay income tax to the extent that it distributes its net taxable income to investors. Profi ts earned by the Company element of the Fund will be liable to pay corporate tax at the current rate of 30% on profi ts.

(xiii) Goods and Services Tax: Revenues, expenses and assets are recognised net of the amount of GST except when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.




(xiv) Derivative Financial Instruments and Hedging: The Fund uses derivative fi nancial instruments such as interest rate swaps to hedge its risks associated with interest rate. Such derivative fi nancial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured to fair value. Derivatives are carried as assets when their fair value is positive and as liabilities when their fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to profi t or loss for the year. The fair values of interest rate swaps are determined by reference to market values for similar instruments.

(xv) Foreign Currency Translation: Both the functional and presentation currency of the investments in foreign entities are in Australian dollars (A$). The functional currency of certain subsidiary entities holding property assets or carrying on business in New Zealand is New Zealand dollars (NZ$). The presentation currency of these entities is Australian dollars to enable the consolidated fi nancial statements of the Fund to be reported in a common currency. Foreign exchange transactions are converted to Australian dollars at the exchange rates ruling at the date of those transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. Exchange differences arising from amounts payable and receivable are treated as operating revenue or expense in the period in which they arise, except as noted below. The balance sheets of subsidiaries whose functional currency is not Australian dollars are translated at exchange rates ruling at balance sheet date and the income statement is translated at average exchange rates for the year. Exchange differences arising on the re-translation to Australian dollars are taken directly to the foreign currency translation reserve in equity.

(xvi) Goodwill: Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifi able assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses and is not amortised.

Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. When the recoverable amount of the cash-generating unit is less that the carrying amount, an impairment loss is recognised. When goodwill forms part of a cash-generating unit and an operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Impairment losses recognised for goodwill are not subsequently reversed.

8.7 SENSITIVITY ANALYSIS

The preceding forecast fi nancial information is based on a number of key assumptions.

Investors should be aware that events cannot be predicted with certainty and, as a result, deviations from the fi gures forecast in this Offer Document are to be expected. To assist investors with assessing the impact of key assumptions and risks, the following sensitivity analyses are set out below:

• sensitivity of the forecast earnings before interest, tax, depreciation and amortisation (EBITDA) and cash distributions to Securityholders for the year ending 30 June 2010 to changes in revenue assumptions;

• sensitivity of the pro-forma net asset value per Stapled Security to changes in valuation capitalisation rates; and

• sensitivity of the quantum of forecast net profi t before tax and its net effect on distribution rate when the date at which the Offer is expected to be fully subscribed is varied.

These sensitivity analyses are intended to provide a guide only and any deviations in actual performance could exceed the ranges shown. These sensitivities do not refl ect all the possible sensitivities in relation to the forecast fi nancial information. It is possible that the Fund would respond to an adverse change in any variable by taking action to minimise the net effect on the results of the Fund.



Sensitivity to Changes in Operating Revenues Sensitivity analysis on the forecast EBITDA (percentage change from forecast) is set out below:

ASSUMPTION YEAR ENDING 30 JUNE 2010

INCREASE DECREASE

Revenue change by 2.5% EBITDA increases by

$1,014,000 (+4.0%) EBITDA decreases by

$1,014,000 (-4.0%)

Revenue change by 5% EBITDA increases by

$2,028,000 (+8.1%) EBITDA decreases by

$2,028,000 (-8.1%)

Sensitivity to Changes in Valuation Capitalisation Rates Sensitivity analysis on the pro-forma net asset value per Stapled Security at 1 October 2008 is set out below:

ASSUMPTION PRO-FORMA AT 1 OCTOBER 2008

INCREASE DECREASE

Capitalisation rates change by 25 bps Net asset value decreases

by 8 cps (-6.8%) Net asset value increases

by 8 cps (+6.8%)

Capitalisation rates change by 50 bps Net asset value decreases

by 16 cps (-13.6%) Net asset value increases

by 16 cps (+13.6%)

Sensitivity to Timing of Equity Subscriptions Notwithstanding the pro forma consolidated balance sheet assumption that the Fund is fully subscribed on 1 October 2008, the Fund will be fully subscribed at a date later than this date. As Tranche A of the Abacus Working Capital Facility is repaid, distributions, as opposed to interest expense will be payable and the net profi t (but not free cash fl ow) of the Fund is affected. The sensitivity analysis in the following table shows the impact on forecast net profi t before tax for the year ending 30 June 2009 assuming that the Offer is fully subscribed at different dates.

DATE OFFER FULLY SUBSCRIBED1

IMPACT ON FORECAST PROFIT BEFORE TAX

FOR THE YEAR ENDING 30 JUNE 2009

($’000S)

NET EFFECT ON DISTRIBUTION RATE

OF 8.75 CPS

31 December 2008 (343) No effect

31 March 2009 (686) No effect

30 June 2009 (1,028) No effect

1 Analysis assumes equity is raised evenly over the relevant period




Tel: 61 2 9251 4100 | Fax: 61 2 9240 9821 | www.pkf.com.au PKF Corporate Advisory (East Coast) Pty Limited | Australian Financial Services Licence 247420 | ABN 70 050 038 170 Level 10, 1 Margaret Street | Sydney | New South Wales 2000 | Australia DX 10173 | Sydney Stock Exchange | New South Wales

PKF East Coast Practice is a member of PKF Australia Limited a national association of independent chartered accounting and consulting firms each trading as PKF. The East Coast Practice has offices in NSW, Victoria and Brisbane. PKF East Coast Practice is also a member of PKF International, an association of legally independent chartered accounting and consulting firms.

Liability limited by a scheme approved under Professional Standards Legislation

19 December 2008

The Directors Abacus Storage Funds Management Limited (ASFML) (as Responsible Entity for Abacus Storage Property Trust)

The Directors Abacus Storage Operations Limited (ASOL)

Level 34 Australia Square 264 – 278 George Street Sydney NSW 2000

Dear Directors

INDEPENDENT ASSURANCE REPORT ON A REVIEW OF THE FORECAST INCOME STATEMENT AND PRO FORMA BALANCE SHEET OF ABACUS STORAGE FUND

Introduction

As requested, PKF Corporate Advisory (East Coast) Pty Limited (“PKFCA”) prepared this Independent Assurance Report (“Report”) in relation to certain financial information of the Abacus Storage Fund (“Fund”) included in a product disclosure statement and prospectus (“Offer Document”) to be issued by the Fund and to be dated on or around 19 December 2008.

The financial information comprises:

• a pro-forma forecast consolidated income statement of the Fund for the year ending 30 June 2009 (“FY2009”) comprising three month actual results and nine months forecast results and the financial year ending 30 June 2010 (“FY2010”) (“Forecast”) based on ‘best estimate’ assumptions made by the directors of ASFML and ASOL (“Directors”), and management budgets; and

• a pro-forma consolidated balance sheet of the Fund as at 1 October 2008 (“Pro Forma Balance Sheet”) that is based on the audited balance sheet of the Fund as at 30 June 2008, balance sheet movements for the September 2008 quarter in accordance with unaudited management accounts for the Fund, and certain pro forma adjustments (including in relation to the purchase and funding of certain assets (“Additional Assets”) and movements in interest rate swaps to 3 December 2008) (“Pro Forma Adjustments”).

This Report has been prepared for inclusion in the Offer Document. We disclaim any assumption of responsibility for any reliance on this Report or on the Forecast or Pro Forma Balance Sheet to which it relates for any purpose other than that for which it was prepared.

Review of the Forecast Income Statement

Scope of review

The Forecast has been prepared to provide investors with a guide to the potential future financial performance of the Fund based upon the achievement of certain economic, industry, operating, development and trading assumptions about future events and actions that have not yet occurred and may not necessarily occur.

8.8 INDEPENDENT ASSURANCE REPORT



ABACUS STORAGE FUND

Abacus Storage Fund-IAR Dec08 2

There is a considerable degree of subjective judgement involved in the preparation of the Forecast. Actual results may vary from the Forecast and the variation may be materially positive or negative. Accordingly, investors should have regard to the risk factors set out in Section 10 of the Offer Document.

Our review was conducted in accordance with Australian Standard on Assurance Engagements ASAE 3000 “Assurance Engagements Other than Audits or Reviews of Historical Financial Information” with a view to undertaking a limited assurance engagement and providing a negative level of assurance.

Directors’ Responsibility

The Directors are responsible for the preparation and presentation of the Forecast, including the ‘best estimate’ assumptions on which it is based.

PKFCA’s responsibility

We made such inquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances, including:

• review of the Fund to obtain an understanding of the business of the Fund;

• review of work papers, accounting records and other documents pertaining to the Forecast, including review of the ‘best estimate’ assumptions used to compile the Forecast;

• enquiry of certain Abacus Property Group management as to the process used in preparing the Forecast, including data supporting the ‘best estimate’ assumptions used in the Forecast and discussing the results and discussions with Storage King management (who manage many of the Fund’s facilities);

• review of industry reports, recent valuation reports, statistics and forecasts in relation to the self storage facilities;

• testing the methodology used in the Financial Model;

• a limited examination (on a test basis) of the clerical accuracy of the Financial Model;

• review of key forecast economic and property market and industry features;

• review of selected significant documents and transactions;

• review of selected historical and budget financial information of the underlying individual self storage facilities and relevant entities;

• review of the key accounting policies adopted by the Fund (as disclosed in the audited financial statements of the Fund for the year ended 30 June 2008) (“Accounting Policies”) to ensure that they are compliant with AIFRS;

• review of the audited financial statements of the Fund for FY2008 and audit working papers relating to the audit of the Fund for FY2008;

• review as to the financial position of the Abacus Property Group to provide significant financing to the Fund; and

• review whether or not the Forecast is presented fairly in accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of applicable Accounting Standards in Australia, other mandatory professional reporting requirements in Australia and the Accounting Policies.

Our review of the Forecast, which is based on ‘best estimate’ assumptions, is substantially less in scope than a reasonable assurance engagement conducted in accordance with ASAE 3000 or an audit examination conducted in accordance with Australian Auditing Standards. A review of this nature provides less assurance than a reasonable assurance engagement or an audit. We have not performed a reasonable assurance engagement or an audit and accordingly, we do not express a positive assurance statement or an audit opinion on the Forecast.





Assurance Practitioner’s Conclusion on the Forecast Income Statement

Based on PKFCA’s review of the Forecast, which is not a reasonable assurance engagement or an audit, nothing has come to PKFCA’s attention which causes it to believe that:

• the ‘best estimate’ assumptions underlying the Forecast, when taken as a whole, do not provide a reasonable basis for the preparation of the Forecast;

• in all material respects, the Forecast is not properly compiled on the basis of the ‘best estimate’ assumptions and presented fairly in accordance with the recognition and measurement principles (but not all of the disclosure requirements) prescribed in applicable Accounting Standards in Australia and other mandatory professional reporting requirements in Australia and the Accounting Policies; and

• the Forecast is unreasonable.

The underlying ‘best estimate’ assumptions are subject to significant uncertainties and contingencies, often outside the control of the Directors. If events do not occur as forecast, actual results and distributions achieved by the Fund may vary significantly from the Forecast. Accordingly, PKFCA does not confirm or guarantee the achievement of the Forecast, as future events, by their very nature, are not capable of independent substantiation.

Under applicable Accounting Standards in Australia it is possible that future reported results of the Fund will be subject to volatility, as any substantial movement (either positive or negative) in the value of items such as investment properties and interest rate-sensitive assets and liabilities (such as interest rate swaps) and exchange rate-sensitive assets and liabilities will be reflected in the income statement of the Fund. We note that the Forecast does not make any allowance for movements (either positive or negative) in such values (other than the movement in fair value of interest rate swaps to 3 December 2008).

Investors should consider the statement of risks and the sensitivity analysis set out in Section 10 and Section 8.7, respectively of the Offer Document.

Review of the Pro Forma Balance Sheet

Scope of review

Directors’ Responsibility

The Directors are responsible for the preparation and presentation of the Pro Forma Balance Sheet, including selecting the Pro Forma Adjustments and the applicable accounting policies. This responsibility includes establishing and maintaining internal control relevant to the preparation of the Pro Forma Balance Sheet that is free from material misstatement, whether due to fraud or error.

The Pro Forma Balance Sheet has been extracted from audited and unaudited financial information of the Fund, includes the Additional Assets and incorporates the Pro Forma Adjustments.

PKFCA’s responsibility

Our responsibility is to express a conclusion on the Pro Forma Balance Sheet based on our review. Our review was conducted in accordance with Australian Auditing and Assurance Standard ASRE 2405, “Review of Historical Financial Information Other than a Financial Report” in order to state whether, on the basis of the procedures adopted, anything has come to our attention that causes us to believe that the Pro Forma Balance Sheet is not prepared, in all material respects, in accordance with, and presented fairly in accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of applicable Accounting Standards in Australia, other mandatory professional reporting requirements in Australia and the Accounting Policies.

No opinion is expressed as to whether the applicable Accounting Standards in Australia, other mandatory professional reporting requirements in Australia and the Accounting Policies used are appropriate to the needs of the recipients of the Offer Document.

ASRE 2405 requires us to comply with the requirements of the applicable code of professional conduct of a professional accounting body.

A review consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the Pro Forma Balance Sheet.



ABACUS STORAGE FUND


Assurance Practitioner’s Conclusion on the Pro Forma Balance Sheet

Based on PKFCA’s review, which is not an audit, of the Pro Forma Balance Sheet, nothing has come to PKFCA’s attention which causes us to believe that:

• the Pro Forma Adjustments do not form a reasonable basis for the preparation of the Pro Forma Balance Sheet;

• the Pro Forma Balance Sheet has not been properly prepared on the basis of the Pro Forma Adjustments; and

• in all material respects, the Pro Forma Balance Sheet is not presented fairly in accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of applicable Accounting Standards in Australia and other mandatory professional reporting requirements in Australia and the Accounting Policies.

Subsequent events

Apart from the matters dealt with in this Report, and having regard to the scope of this Report and the information provided by the Directors, to the best of our knowledge and belief no material transaction or event outside of the ordinary business of the Fund not described in the Offer Document has come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

Independence

PKFCA is a member of PKF East Coast Practice, Chartered Accountants and Business Advisers. PKFCA does not have any interest in the outcome of the Offer Document other than in connection with the preparation of this Report, for which professional fees will be received.

The parties and the Directors have agreed to indemnify and hold harmless PKF, PKFCA, and their respective directors and staff from any claims arising out of misstatement or omission of any material information provided to PKFCA by the Fund or the Directors.

PKFCA has consented to the inclusion of this Report in the Offer Document in the form and context in which it is included. At the date of this Report, this consent has not been withdrawn.

Financial Services Guide

Our Financial Services Guide follows this Report. This guide is designed to assist retail clients in their use of any general financial product advice in our Report.

Yours faithfully

Vince Fayad Director





FINANCIAL SERVICES GUIDE

19 December 2008 PKF Corporate Advisory (East Coast) Pty Limited

PKF Corporate Advisory (East Coast) Pty Limited (“PKFCA”), Australian Financial Services Licence No. 247420, has been engaged by Abacus Storage Funds Management Limited (as Responsible Entity for Abacus Storage Property Trust) and Abacus Storage Operations Limited, (the stapled securities of which form the Abacus Storage Fund (“Fund”)) to provide a report in the form of an Independent Assurance Report (“Report”) for inclusion in the Fund’s prospectus and product disclosure statement to be dated on or about 19 December 2008 (“Offer Document”).

Our Report includes a description of the circumstances of our engagement and identifies the party who has engaged us. You have not engaged us directly but have been provided with a copy of our Report as a retail client because of your connection to the matters set out in the Report. Financial Services Guide

This Financial Services Guide (“FSG”) is designed to assist retail clients in their use of any general financial product advice contained in the Report. The FSG includes information on the use of general financial product advice and is issued so as to comply with our obligations as holder of an Australian Financial Services Licence.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence which authorises us to provide reports for the purposes of acting for and on behalf of clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate restructures or share issues, to carry on a financial services business to provide general financial product advice for securities and certain derivatives (limited to old law securities, options contracts and warrants) to retail and wholesale clients. General Financial Product Advice

Our Report provides general financial product advice only, and does not provide personal financial product advice, because it has been prepared without taking into account your personal circumstances or objectives (either financial or otherwise), your financial position or your needs.

Some individuals may place a different emphasis on various aspects of potential investments. An individual’s decision in relation to the Offer Document may be influenced by their particular circumstances and, therefore, individuals should seek independent advice. You should consider your own objectives, financial situation and needs when assessing the suitability of the Report to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment. Fees, commissions and other benefits we may receive

We have charged fees for providing our Report. The basis on which our fees are determined has been agreed with, and will be paid by, the person who engaged us to provide the Report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the person who engages us. In the preparation of the Report our fees are disclosed in Section 11 of the Offer Document.

All our employees receive a salary. Employees may be eligible for bonuses based on overall productivity and contribution to the operation of PKFCA or related entities but any bonuses are not directly connected with any assignment and in particular are not directly related to the engagement for which our Report was provided. Referrals

We do not pay commissions or provide any other benefits to any parties or person for referring customers to us in connection with the reports that we are licensed to provide. Associations and relationships

PKFCA is the licensed corporate advisory arm of PKF East Coast Practice, Chartered Accountants and Business Advisers (“PKF”). The directors of PKFCA may also be partners in PKF. PKF is comprised of a number of related entities that provide audit, accounting, tax and financial advisory services to a wide range of clients. PKFCA’s contact details are as set out on our letterhead. Complaints resolution

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to The Complaints Officer, PKF Corporate Advisory (East Coast) Pty Limited, Level 10, 1 Margaret Street, Sydney NSW 2000.

On receipt of a written complaint we will record the complaint, acknowledge receipt of the complaint and seek to resolve the complaint as soon as practical. If we cannot reach a satisfactory resolution, you can raise your concerns with the Financial Ombudsman Service Limited (“FOS”). FOS is an independent body established to provide advice and assistance in helping resolve complaints relating to the financial services industry. PKFCA is a member of FOS. FOS may be contacted directly via the details set out below.

Financial Ombudsman Service Limited GPO Box 3 Melbourne VIC 3001 Toll free: 1300 78 08 08 Facsimile: (03) 9613 6399 Email: [email protected]


SECTION 9 /

The following taxation information is intended as a guide only. The information is based on Abacus’ understanding of the application of the current law to Australian resident individual investors as it stands at the date of this Offer Document and may not apply to all investors.

Investments in Stapled Securities can present complex taxation issues for Securityholders and these issues may change over time. Each Securityholder is advised to consult their own professional adviser regarding the Australian tax consequences of acquiring, holding or disposing of Stapled Securities in the Fund in light of that particular Securityholder’s specifi c circumstances.

For tax purposes, the Abacus Storage Property Trust (Trust) and Abacus Storage Operations Limited (Company) are treated as separate entities.

9.1 ABACUS STORAGE PROPERTY TRUST

Based on current tax legislation, the Responsible Entity of the Trust should generally not be liable for income tax as it is intended that unitholders in the Trust will be presently entitled to all the net income of the Trust in any income tax year. It is intended that all net income of the Trust will be distributed to unitholders each year.

In certain circumstances, a trust may be broadly taxed like a company, where either the trust is a corporate unit trust as defi ned in Division 6B of the Income Tax Assessment Act 1936 (the Act) or is a public trading trust as defi ned in Division 6C of the Act. Based on the proposed activities of the Trust as set out in this Offer Document, it is unlikely that the Trust will satisfy the conditions requiring it to be treated as a Division 6B corporate unit trust or a Division 6C public trading trust.

The terms of Division 6B and Division 6C are currently subject to review by the Government and the Board of Taxation. Consideration is being given to, among other things, clarifying the type of activities that a trust may undertake without being treated as a Division 6C public trading trust. It is not anticipated that any changes resulting from these reviews would cause the Trust to be taxed like a company under Division 6B or Division 6C, but this will depend on the terms of any legislative amendments that result from these reviews.

Revenue and net capital losses incurred by the Trust are generally treated in a similar manner for income tax purposes as that set out for the Company (see below). The main difference is that there are currently no legislative restrictions when deducting current year or prior year net capital losses. However, there are very complicated rules regarding claims made for prior year revenue losses by a Trust.

Please see Section 10 for risks relating to taxation law and possible changes.

9.2 ABACUS STORAGE OPERATIONS LIMITED

The Company is a taxable entity in its own right. It will be liable for income tax on its net taxable income at a rate of 30% (based on current corporate tax rates). Where a revenue loss or net capital loss is incurred by the Company, the loss cannot be passed on to shareholders for tax purposes.

Generally, revenue losses can be carried forward and offset against future assessable income and capital gains derived while net capital losses may only be carried forward and offset against any future capital gains derived.

Legislation exists which restricts the circumstances in which companies may claim a deduction for prior and current year revenue and net capital losses. The Company would need to satisfy the tests for deductibility of any such losses before they can be utilised. In broad terms, the Company would need to satisfy a 50% underlying ownership test or, failing that, the same business test.

9.3 TAX CONSEQUENCES OF HOLDING STAPLED SECURITIES

Securityholders will need to treat each component making up the Stapled Security separately for tax purposes:

• Securityholders will receive, and must separately deal with the tax consequences of, distributions from the Trust and dividend income from the Company; and

• when Stapled Securities are disposed of, the Securityholder will have to separately consider the tax issues associated with the disposal of the Trust units and the Company shares.

The Australian tax consequences of holding Stapled Securities depend largely upon whether the relevant Securityholder is a resident of Australia or a non-resident of Australia for taxation purposes. If the Securityholder is an Australian resident taxpayer, the Securityholder will generally be taxable on:

Taxation Information


SECTION 9 / TAXATION INFORMATION

• the Securityholder’s share of the net income of the Trust for tax purposes (including, in respect of any foreign-sourced income that forms part of the net income of the Trust for tax purposes, any foreign tax credits attached to such foreign sourced income);

• the amount of any dividends received from the Company and any franking credits attached to the dividend;

• the tax deferred (non-assessable) component of distributions made in relation to Trust units to the extent that the non-assessable amount exceeds the reduced cost base of the units; and

• any net capital gain arising from the subsequent disposal of the Stapled Securities (those gains will be taxed in a different way if disposed of by a taxpayer carrying on a business of trading in securities).

9.4 INCOME

Abacus will provide Securityholders with an annual taxation statement which will show the taxable income and such other information required to complete their personal tax return.

Taxation of Distributions from the Trust Unitholders are liable to include in their taxable income the full amount of their share of the net income for tax purposes of the Trust in the year in which entitlement to the net income of the Trust arises. A unitholder’s share of the net income of the Trust for the year ended 30 June should therefore be included by the unitholder as assessable income in that fi nancial year. This applies irrespective of whether distributions from the Trust representing such entitlement are paid in the following income year or reinvested in further Stapled Securities.

Distributions from the Trust may include various components, the taxation treatment of which may differ. For example, a distribution from the Trust may include a tax deferred component, a CGT concession component as well as a net capital gain. Treatment of those components for tax purposes may also differ depending upon the type of taxpayer e.g. an individual, trust or company.

Tax Deferred Distributions Tax deferred distributions generally arise from property investments which attract building allowances and depreciation allowances for income tax purposes. Tax deferred distributions are not assessable when received unless and until the total amount of tax deferred distributions received by a unitholder exceeds the cost base of their units in the Trust. For CGT purposes, amounts of tax deferred distributions received reduce the cost base of a unitholder’s units in the Trust and therefore affect the

unitholder’s capital gain / loss on disposal of their units. Once a unitholder’s cost base in the relevant units is exhausted, the tax deferred component of distributions will give rise to an immediate capital gain and be taxable in the hands of the unitholder.

Capital Gains Tax Concessional Discount To the extent that a net capital gain is included in the Trust’s net income for tax purposes, the unitholder will be regarded as having derived a capital gain equal to the unitholder’s proportionate share of such net capital gain. Where an asset which has been owned by the Trust for at least 12 months is disposed of, the Trust may be entitled to a 50% discount on the capital gain realised. The CGT concession component of a distribution represents the CGT discount claimed by the Trust in respect of such disposals. Where discount capital gains treatment has been applied in calculating the net capital gain at the Trust level, the unitholder will initially be required to gross-up the amount of the net capital gain in order that the appropriate CGT treatment may be applied in accordance with the particular tax profi le of the unitholder (e.g. with respect to the application of any capital losses and discount capital gains treatment). Certain unitholders may be eligible for the CGT discount in respect of such capital gain in their own right.

Foreign Tax Credits (New Zealand Income) The Trust will hold assets in New Zealand and may derive net foreign sourced income from these assets.

Where a distribution of income from the Trust includes foreign sourced income, and foreign taxes have been paid in relation to this income, unitholders in the Trust may be entitled to foreign tax credits against their Australian tax liability for their share of income derived by the Trust from foreign sources. These foreign tax credits may also be used to offset their Australian tax payable on their foreign source income. For this purpose, the income derived by unitholders from the Trust will retain the character that it had when derived by the Trust. If the foreign tax credits cannot be used by the unitholder in the year they arise, they may be carried forward by the unitholder for up to fi ve years to be used against future Australian tax payable on foreign sourced income. Australian resident unitholders are generally entitled to receive a foreign tax credit for an amount equal to the lesser of the foreign tax paid and the Australian tax payable in respect of such income.

These rules are very complicated and will differ for companies, trusts and individuals in receipt of this type of distribution. Securityholders should seek their own professional advice in this regard.

SECTION 9 / TAXATION INFORMATION

Taxation of Dividends from the Company Dividends received from the Company (both franked and unfranked) will need to be included in the assessable income of the shareholder in the year that the dividend is paid.

Where dividends are franked, the non corporate shareholder will also be required to include any franking credit attached to the dividend in their assessable income. A rebate of the tax equal to the amount of the franking credit may be available to offset against tax payable by the shareholder. Any excess franking credit after offsetting against the shareholder’s tax payable will generally be entitled to a refund from the Australian Taxation Offi ce.

Shareholders may not be required to gross up their dividend and may not obtain the benefi t of franking in respect of franked dividends received unless various tests are satisfi ed including the ’45-day rule’. Broadly, the ’45-day rule’ requires that the share be held ‘at risk’ for more than 45 days prior to the record date of the dividend. The application of these tests is complicated and shareholders should seek their own advice as to whether and how these measures will affect them.

9.5 ACQUISITION OF STAPLED SECURITIES

A Securityholder should have a cost base in the underlying Stapled Securities (ie a unit in the Trust and a share in the Company) equal to the consideration paid to acquire those particular Stapled Securities.

Generally, the cost base of each component will be determined by apportioning the total consideration paid for the Stapled Security (together with any other incidental costs associated with the acquisition) on a reasonable basis across each underlying unit and share.

9.6 DISPOSAL OF STAPLED SECURITIES

Although the component securities comprising the Stapled Security may not be traded separately, each of the underlying component securities is treated as a separate CGT asset.

Accordingly, consideration received in connection with the disposal of a Stapled Security must be apportioned between the underlying units and shares on a reasonable basis.

Upon disposal of a Stapled Security in the Fund, a resident Securityholder will make a capital gain on their individual underlying Securities if:

• the portion of the consideration reasonably attributable to a Trust unit exceeds the cost base of the unit; and

• the portion of the consideration reasonably attributable to a Company share exceeds the cost base of the share.

Upon disposal of a Stapled Security, a resident Securityholder will make a capital loss on their individual underlying Securities if:

• the portion of the consideration reasonably attributable to a Trust unit is less than the reduced cost base of the unit; and

• the portion of the consideration reasonably attributable to a Company share is less than the reduced cost base of the share.

CGT Discount If a Securityholder in the Fund is an individual or a trustee and acquired (or is taken to have acquired) for CGT purposes, units in the Trust and shares in the Company at least 12 months prior to the date of their disposal (or other eligible CGT event happening), the amount of the Securityholder’s capital gain on disposal of the units or shares may be reduced by the relevant CGT discount. In calculating the Securityholder’s capital gain, the cost base must not be indexed.

If a Securityholder who is an individual or trustee applied the CGT discount method, the Securityholder’s taxable capital gain (after offsetting any current year capital losses or carry forward net capital losses from previous years) will be reduced by one-half (or one third if the Securityholder is the trustee of a complying superannuation entity, approved deposit fund or pooled superannuation trust). If the Securityholder is a company, the CGT discount is not available.

9.7 TAX FILE NUMBERS

A Securityholder need not quote a tax fi le number (TFN) when applying for Stapled Securities in the Fund. However, if a TFN is not quoted, or no appropriate TFN exemption information is provided, tax is required to be deducted from any distribution entitlement at the highest marginal tax rate plus the Medicare levy (currently 46.5%). If a Securityholder holds the Stapled Security as part of their business, they may quote their Australian Business Number instead of their TFN.

9.8 GOODS AND SERVICES TAX

The purchase and disposal of Stapled Securities should not be subject to GST.



SECTION 10 /

This section describes a number of factors which may affect the future performance of an investment in the Fund. It is recommended that investors read the entire Offer Document and make their own assessment of the risks of investing in the Fund.

The value of the Fund’s assets, its forecast fi nancial performance and distributions are not guaranteed by Abacus Storage Funds Management Limited, Abacus Storage Operations Limited, Storage King Pty Limited, Abacus Property Group or anyone else. Past performance is not a reliable indicator of future performance.

Investors should be aware that the future level of income and capital distributions and Securityholder’s total returns from the Fund may be infl uenced by a number of factors, some of which are outside the control of Abacus. Set out below are examples of some of these factors or risks.

10.1 GENERAL RISKS

Economic Conditions The performance of an individual property or the property portfolio in general may be affected by local and broader economic conditions and outlook, including variables such as movements in stock markets, government policies, consumer spending, household creation, business investment, unemployment, infl ation, interest rate variations, taxation (including stamp duty and land tax) and investment market performance generally.

The demand for property by both tenants and investors may be affected by the general economic conditions relevant to any individual property or the property portfolio in total.

At the date of this Offer Document the world fi nancial markets are experiencing signifi cant liquidity issues initiated by the collapse of the sub prime mortgage market in the United States. This has lead to a recession in the United States and may spread to other parts of the world including Australia. It is unclear whether there will be an economic recession in Australia, how severe such a recession might be, how long it might last or what impact it may have on the self storage sector. Our research of past experiences both here in Australia and in America suggests that self storage has proven fairly resilient during periods of economic downturn, although it is not immune.

Competition, Socio-Economic and Demographic Factors The entry of new competing properties into the market where the properties in the Fund’s portfolio are located may cause a negative effect, such as a decline in rental income or reduced occupancy. Similarly, changes to the socio-economic and demographic make-up of the locations in which the properties are situate may also cause an adverse effect.

Insurance Risk While Abacus remains confi dent of arranging proper insurance for the risks associated with ownership of the properties, there is no certainty that such insurance will continue to be available or that the cost of insurance premiums will not continue to rise. This may affect the forecast earnings of the Fund. Acts of terrorism, war and events of force majeure may affect properties and insurance may not fully cover these risks. Insurance markets may be detrimentally affected by the current global downturn such that insurance becomes more expensive or the fi nancial ability of insurance companies to respond to claims is diminished.

Property The risks commonly associated with commercial property investment, including fl uctuations in the property market, government regulation and natural disasters, apply equally to an investment in the Abacus Storage Fund.

General property risks include:

• levels of occupancy; • capital expenditure requirements; • development and refurbishment risk; • environmental or compliance issues; and • changes to government and planning regulations,

including zoning.

Investment Risks

SECTION 10 / INVESTMENT RISKS

Investors will be exposed to property market risk in the self storage sector. The value of the properties during the term of the Fund may fl uctuate depending on market conditions including investor preferences for particular sectors or asset classes, interest rates or changes to capitalisation rates. Further, the assumptions (for example capitalisation rates or rental yield) adopted in the property valuations by the independent valuers may change in response to market conditions which may negatively impact value. Adverse changes in market sentiment or market conditions may impact on the Fund’s ability to acquire, manage or develop assets. Property investments are by their nature illiquid investments.

In the current environment there is a risk that capitalisation rates could increase for property generally and potentially self storage assets. If capitalisation rates increase, the impact on the Fund’s property values may be limited given the expected growth in earnings through rate and occupancy growth at the facility level and the continued strong management from Storage King. An increase in capitalisation rates is likely to have a greater impact on unbranded smaller facilities than the institutional grade facilities owned by the Fund, which trade under a strong national brand in Storage King and benefi t from the management expertise and economies of scale that Storage King provides.

Funding The real estate investment and development industry tends to be highly capital intensive. The ability of the Fund to raise funds on favourable terms for future refi nancing and acquisitions depends on a number of factors including general economic, political and capital and credit market conditions. If the Fund cannot in future source debt to refi nance existing debt, this may necessitate asset sales or additional equity raisings.

Counterparty/credit risk Third parties, such as tenants, contractors and other counterparties to contracts may not be willing or able to perform their obligations to the Fund.

10.2 SPECIFIC RISKS

Abacus The expertise of Abacus in sourcing, acquiring and managing the Fund’s assets and funding arrangements is crucial to the Fund’s success. Abacus is a member of Abacus Property Group, an experienced property investor, fund manager and developer listed on the Australian Securities Exchange. Abacus Property Group could be taken over or Abacus could be replaced as the manager of the Fund. A replacement manager may not have the same level of expertise.

Abacus Property Group also provides income support to the Fund through the waiving and reduction of its management fees and through the provision of the Abacus Working Capital Facility. The Fund has a signifi cant economic dependency on the continued provision of the Abacus Working Capital Facility on current terms. In particular Abacus Property Group has provided a $18 million line of credit to fund capital expenditure and repay bank debt if required and has also provided a limited guarantee on the St George facility. If Abacus Property Group is unable to meet its funding obligations under the Abacus Working Capital Facility or provide the guarantee then the Fund will have to fi nd alternative funding sources, sell some of its assets or curtail its capital works plans.

Storage King Day-to-day management of the self storage assets is outsourced to Storage King, one of Australasia’s largest and most experienced self storage operators. However, it is possible that Storage King may become unable to undertake its duties as operator of the self storage assets held by the Fund.

Each management agreement with Storage King is for a minimum term of 5 years from the date of the acquisition of the relevant property. Should Storage King breach an agreement, the agreement may need to be terminated and a new manager found. At the end of the current management agreements terms in May 2010 either party may terminate the agreement but if it is not terminated then it automatically extends for a further term of 5 years. Finding an alternative manager to Storage King may not be a simple exercise.




Business Risk The Fund owns both the freehold property and the self storage business. It does not merely collect rent from a tenant, but rather, is exposed to the risk that the underlying self storage business performs poorly and that the net operating income of the self storage facility declines, which in turn may impact on forecast distributions and the asset’s capital value. Risks to business performance include:

• forecast occupancy and rental rates decline due to a decline in the demand for self storage space;

• Storage King underperforms as manager; • unexpected increases in the costs of running

the business including labour rates, advertising, council rates, land tax, insurance, theft, etc;

• competition from new storage operations that open in the immediate vicinity of the Fund’s facilities;

• changes to laws which reduce income or increase costs;

• legal and other disputes may arise from time to time in the ordinary course of business operations; and

• general economic conditions which affect the general demand for storage space.

Occupational Health and Safety Like any business, if the Fund fails to comply with necessary OH&S legislative requirements it could result in fi nes, penalties and compensation for damages as well as reputational damage to the Fund.

Future Acquisitions and Expansion Abacus intends to make further acquisitions of self storage assets for the purpose of continuing the growth of the Fund. Abacus also plans to develop and expand the lettable area at a number of the Fund’s existing facilities. The rate at which the Fund expands will refl ect market forces and the availability of capital at the time. Forecast distributions may be affected by such actions, although it is Abacus’s intention that future acquisitions and expansion will not dilute forecast returns to Securityholders. Development risks include changes in construction costs and development timetables.

Financing The use of debt in an investment is referred to as ‘gearing’ or ‘leveraging’. It enhances the potential for capital gain if the Fund’s properties increase in value. However, it may also increase any capital loss in the event that the value of the properties fall compared to an investment in a property investment vehicle which has no borrowings. Use of leverage may adversely affect the Fund when economic factors such as rising interest rates or severe economic downturns occur.

A lender may terminate a debt facility prior to the expiry of its term if the loan is in default (for example if the income of the Fund is insuffi cient to meet interest payments or if the value of the Fund’s properties decline). If this were to occur the Fund’s lenders may require their loans to be repaid immediately causing the value of the Fund’s equity to be signifi cantly reduced.

A lender has no obligation to renew a loan at the end of the term. There is no guarantee that future loans may be secured or be secured at competitive interest rates at the time that the Fund’s debt facilities are to be refi nanced, in which case assets may need to be sold. However, Abacus has no reason to believe that its banking facilities will not be renewed.

The interest rate for the Forecast Period is based on the debt funding arrangements set out in Section 1.7. On expiry of the current facilities and swaps the cost of borrowing may increase. Early termination of these arrangements could impose additional costs. Adverse fl uctuations in interest rates, to the extent they are not hedged, may impact the Fund’s earnings and asset valuations due to the impact on property markets. A further reduction of interest rates will adversely affect the value of the Fund’s interest rate swaps that are recorded on the balance sheet at market value and cause a reduction in the net asset value of the Fund and the Fund’s after tax profi t. Conversely, future interest rate rises will cause the swap market value to appreciate. As the swap approaches maturity the market value (either positive or negative) will diminish with a fair value at maturity of nil.


Each of the bank facilities have loan to value (LVR) and interest cover covenants that must be met. Abacus Property Group has made available to the Fund Tranche B of the Abacus Working Capital Facility to a maximum of $18 million, part of which may be used to reduce gearing. Abacus Property Group has also provided a limited guarantee over part of the bank facility provided by St George. If Fund earnings decline or property values decline materially, it is possible that the Fund may still breach its banking covenants.

If at any time the Fund failed to meet its banking covenants, there would be a short period in which that breach, if able to be remedied, could be remedied and, if the breach was not remedied or an alternative agreement reached with the bank, the bank could declare an event of default which could ultimately lead to a demand for immediate repayment of the loan.

The Fund’s bank facility in respect of a loan for NZ$49 million (A$41 million) contains a standard market disruption clause, which allows the bank to pass on additional costs to the Fund if the bank’s cost of funds increases. Abacus will meet any interest costs associated with the market disruption clause until 30 June 2010 so that the Fund does not bear this risk. Any costs that are borne by Abacus in relation to this issue will not be recoverable from the Fund in the future and is in addition to the income support as described in Section 7.3.

Basis of Forecasts Financial forecasts are based on assumptions concerning future events and market conditions. While the forecasts have been prepared with due care and attention, and Abacus considers the assumptions to be reasonable, future events and conditions are not reliably predictable and the assumptions are subject to signifi cant uncertainties. Actual results are likely to vary from the forecasts and any variation may be materially positive or negative. Neither Abacus, Abacus Storage Operations Limited, Storage King, Abacus Property Group or anyone else guarantees that the forecasts or any other prospective statement contained in this Offer Document will be achieved. Distributions from the Fund are not guaranteed.

If the Fund’s forecasts are not met over FY2009 and FY2010 the income support provided by Abacus as detailed in this Offer Document will not be increased and therefore the underperformance may result in a reduction in the cash available for distribution to Securityholders.

Facility Risk Issues arise at individual properties from time to time that may or may not affect the facility’s value. At the date of this Offer Document there are no material issues but potential issues might include disputes with a landlord or council, damage caused by fl ood or other extreme weather or regulatory compliance.

Exchange Rate Risk A proportion of the income of the Fund is sourced from New Zealand assets. The fl uctuation of the Australian/New Zealand dollar exchange rate could affect the forecast income of the Fund and hence distributions to Securityholders. Abacus will monitor movements in foreign currency markets and, where considered prudent, may hedge the Fund’s exposure to foreign currency movements.

To create an effective currency hedge on the Fund’s capital and income exposure to New Zealand, the Fund originally borrowed 100% of the purchase costs of its New Zealand self storage facilities and in return, borrowed at a much lower loan to valuation ratio on its Australian self storage facilities. Subsequent growth in the value of the New Zealand self storage facilities has meant that as at the date of this Offer Document approximately 88% of the current value of the New Zealand assets is funded by New Zealand denominated debt, leaving a small exposure to currency movements for the Fund.

Liquidity Risk The Fund is not a liquid fund – there is no established secondary market or redemption facility available for investors seeking to liquidate their holdings in the Fund. The Liquidity Facility may not necessarily allow investors to liquidate their holding in the Fund when they want to, or at all. There is no certainty that a Liquidity Event will be achieved by Abacus or that a Liquidity Event will be approved by investors at a meeting of Securityholders.

Securityholder Risk Generally, the constitution of the Trust limits the liability of unitholders to the value of their investment in the Trust. Subject to the constitution of the Trust and to the extent permitted by law, no unitholder will personally be liable for any obligation of, or liability incurred by, the Responsible Entity. However, the ultimate liability of unitholders in unit trusts to creditors is a question that has not been determined fi nally by the courts.




Taxation Risk Future tax reforms could impact on the distributions from the Trust, dividends from the Company and the value of the Fund’s Stapled Securities. Investors should note that Australian tax laws are complex and are constantly subject to change. In particular, the tax regime applicable to managed funds in Australia is currently subject to review by the Australian Government and the Board of Taxation. Although it is not anticipated that the outcome of these reviews would have a material adverse impact on the Trust, this will not be able to be determined with certainty until such outcomes are known. The views and the forecasts in this Offer Document are based on Abacus’s understanding of the law current as at the date of this Offer Document.

The taxation comments in Section 9 of this Offer Document are general in nature by necessity. They do not, for example, apply to non-residents or those who carry on a business trading in securities or take into consideration individual characteristics of investors. Tax liabilities are the responsibility of each Securityholder and the Fund is not responsible for taxation or penalties incurred by Securityholders.

On 22 February 2008, the Assistant Treasurer announced that the Australian Government has asked the Board of Taxation to review the taxation arrangements that apply to managed funds. The Board’s fi nal report to the Government should be available around the middle of 2009. The Government is asking the Board to examine four particular areas of concern, these being:

• alternatives to the use of “present entitlement” to determine the income tax liability of benefi ciaries and trustees;

• the desirability of extending relevant aspects of the recommended changes to the tax arrangements for other trusts;

• the international competitiveness of Australia’s real estate investment trusts; and

• international developments especially those in the US, UK and Canada.

For investors who seek further information, the Assistant Treasurer also released a consultation paper which considers the reform of some of the trading trust rules found in Division 6C of the Income Tax Assessment Act 1997. This consultation paper may be located at: http://www.treasury.gov.

The Government has also established the Henry Commission to undertake a broader review of the Australian tax system. One issue raised by the Commissioner in his public statements is the complexity of the current system, including different rules for taxation of companies, trusts and partnerships. At this stage it is not clear what the fi nal recommendations of the Henry Commissioner will be, or whether they will be implemented. It will be necessary to monitor the process to determine its impact on the Trust and Company.


SECTION 11 /

11.1 MATERIAL AGREEMENTS

Each of the material legal agreements entered into regarding the Fund are available for inspection during normal business hours at the registered offi ce of Abacus Property Group, Level 34 Australia Square, 264-278 George Street, Sydney NSW 2000. The following summaries highlight the signifi cant provisions of the material documents and do not purport to be exhaustive statements of their provisions.

11.2 CONSTITUTIONAL DOCUMENTS

Constitution of the Trust The Trust is registered with ASIC as a managed investment scheme (ARSN 111 629 559). The Trust and Company Constitutions and the Corporations Act govern the rights and obligations of investors and Abacus as Responsible Entity of the Trust.

Key provisions of the Trust’s Constitution include:

• responsibilities, powers and obligations of the Responsible Entity;

• rights and obligations of investors; • income and capital distributions; • fees and expenses; • term of the Trust; • modifi cation of constitution; and • complaints handling procedure.

Stapling Deed The Stapling Deed between Abacus Storage Operations Limited and Abacus Storage Funds Management Limited (as Responsible Entity of the Trust) provides that each unit in the Abacus Storage Property Trust is stapled to a share in Abacus Storage Operations Limited, forming a Stapled Security, and sets out the relationship between the parties with respect to Stapled Securities.

The Stapling Deed provides that the parties must co-operate in connection with all matters concerning the Stapled Securities and provide reasonable assistance to each other.

11.3 AGREEMENTS BETWEEN ABACUS PROPERTY GROUP AND THE FUND

Management Services Agreement Pursuant to a Management Services Agreement between Abacus Storage Funds Management Limited (Abacus) and Abacus Storage Operations Limited (Company), Abacus has been appointed to manage and administer the business interests and affairs of the Company generally and to perform other services and functions as agreed from time to time.

Abacus is to act in accordance with the direction and overall supervision of the Company in performing its functions. The fees that Abacus is entitled to receive for managing the Company replicate the fees that Abacus is entitled to charge under the Constitution of the Trust, namely:

• a management fee of up to 1.00% per annum of the aggregate gross value of the Company’s assets plus GST, payable monthly in arrears. The actual fees charged are described in Section 7.3.

• an acquisition fee of 1.25% of the purchase price of every additional direct real property asset acquired by the Company subject to a minimum fee of $75,000.

• A sales management fee equal to 0.75% of the net sale price, achieved on disposal of a facility by the Company.

The Agreement has a term of 25 years unless automatically terminated due to Abacus being placed in liquidation or materially breaching the Agreement.

Yield Management Agreement Abacus, Abacus Storage Operations Limited and Abacus Group Holdings Limited have agreed to provide income support to the Fund to enable the payment of distributions set out in this Offer Document for the year ending 30 June 2009 and year ending 30 June 2010.

• Abacus has agreed to provide income support to a maximum of $1.2 million in FY2009 and $0.6 million in FY2010. This income support may be provided by way of Abacus deferring its management fee, capitalising interest on the Abacus Working Capital Facility or such other means as determined by Abacus at its discretion. This income support is recoverable in future years subject to the availability of surplus cash or upon a Liquidity Event.

• Abacus will meet any interest costs associated with the market disruption clause on one of its banking agreements until 30 June 2010 so that the Fund does not bear any risk of an increase in margin over that specifi ed in the terms sheet.

Additional Information


SECTION 11 / ADDITIONAL INFORMATION

Abacus Property Management Services Agreement A Property Management Services Agreement has been entered into by Abacus Storage Funds Management Limited (as the Responsible Entity of the Abacus Storage Property Trust), Abacus Storage Operations Limited and Abacus Property Services Pty Ltd (APS). Under the agreement, APS is appointed to manage and let all or any parts of the properties owned by the Fund and any underlying subsidiaries that are not managed by Storage King. APS agrees to manage the properties diligently and to protect and promote the interests of the Fund. APS may sub-contract any of the services, provided the Fund approves the terms and identity of the sub-contractor.

The Fund will pay fees of up to 3.0% per annum of the gross rental income from the properties for these services. Fees are also payable for leasing, supervision of refurbishment and related activities undertaken by APS. At the date of this Offer Document the only fees payable to APS for property management are in relation to the non-storage assets owned by U Stow It.

Liquidity Facility Abacus Funds Management Limited (AFML) or its nominee will acquire Stapled Securities sold under the Liquidity Facility. AFML is a wholly-owned member of Abacus Property Group, which is listed on the Australian Securities Exchange and has over $2.4 billion in assets under management.

From the date of this Offer Document and for so long as the Fund is unlisted, Securityholders may elect to sell their Stapled Securities at the Liquidity Facility price by providing written notice to Abacus, subject to the conditions set out below. Under the Liquidity Facility AFML or its nominee will acquire up to 1.25% of the Stapled Securities on issue each quarter.

The liquidity price for the life of this Offer Document will be the issue price of Stapled Securities. If there is no current offer document, the liquidity price will be the net asset value of the Fund’s Stapled Securities. AFML or its nominee will charge a handling fee that is 5% of the purchase consideration and this fee will be deducted from the proceeds. The Liquidity Facility price will be posted on the Abacus Storage Fund page on the Abacus Property Group website.

Applications under the Liquidity Facility will be processed at the end of each calendar quarter, being the periods ending 31 March, 30 June, 30 September and 31 December. Ordinarily, payment will be made by cheque or direct credit within fourteen days of the end of the relevant quarter. Any stamp duty payable on the transfer will be borne by the selling Securityholder and will be deducted from the sale proceeds. Securityholders will be entitled to the income distribution for the quarter in which their application is received.

The Liquidity Facility may be suspended or AFML may reduce the number of Stapled Securities it acquires if:

• the number of Stapled Securities to be acquired under the Liquidity Facility would exceed 1.25% of the total number of Fund Stapled Securities on issue at the end of the relevant quarter; or

• the number of Stapled Securities to be acquired would result in AFML or its associated entities having a voting power of more than 19.999% in the Fund, based on the total number of Stapled Securities on issue at the end of the relevant quarter.

Should a reduction in the total number of Stapled Securities to be acquired under the Liquidity Facility be required for a particular quarter, applications will be processed in order of receipt. Any applications that are not accepted will be carried forward to the following quarter.

The required form of written notice and security transfer form is available from AFML or may be downloaded from the Abacus Property Group website.

As at the date of this Offer Document, AFML and its associated entities have a relevant interest of 19.9% in the Fund, which precludes it from acquiring any more Stapled Securities pursuant to the Liquidity Facility. To facilitate the re-opening of the Liquidity Facility, Abacus Property Group will not be participating in this Offer, either in its own right or as responsible entity for Abacus Diversifi ed Income Fund II (its associated entity). Assuming all Stapled Securities are taken up, this will dilute Abacus Property Group’s relevant interest in the Fund to 14.2%, and create capacity for it to continue to offer to acquire securities pursuant to the Liquidity Facility.


Effective from the date of this Offer Document, AFML made the following changes to the Liquidity Facility:

• A Securityholder holding more than 500,000 Stapled Securities in the Fund may seek to sell part of their holding in the Fund, if the minimum residual holding is at least 50,000 Stapled Securities; and

• Where a Securityholder wishes to sell all of their holding and, due to the size of this holding, this sale request would prohibit other Securityholders from being able to sell their holdings, then Abacus has the right to purchase part of the holding that is subject to the sale request. That part of the Securityholding not able to be purchased at the relevant time may be carried forward to the next quarter.

AFML will not be required to purchase Stapled Securities under the Liquidity Facility if Abacus ceases to be Responsible Entity of the Trust or AFML ceases to be a wholly-owned member of Abacus Property Group.

Abacus Working Capital Facility Abacus Finance, a wholly owned subsidiary of Abacus Group Holdings Limited, has made available to the Fund a working capital facility to enable the acquisition of the Additional Assets, fund capital expenditure and repay bank debt if required.

Abacus Finance has provided $37.0 million under Tranche A of the Abacus Working Capital Facility to the Fund until the equity is raised pursuant to this Offer. The Abacus Working Capital Facility has a maximum limit of $55.0 million. The Abacus Working Capital Facility is split into two components:

• Tranche A: $37.0 million for a maximum period of 10 years to enable the Fund to fi nance the acquisition of the Additional Assets pending the completion of the equity raising, the subject of this Offer; and

• Tranche B: a $18.0 million line of credit that is available to the Fund until 30 June 2010 to meet any short-term capital requirements, such as capital expenditure or reduction of gearing. The facility limit will reduce to $10.0 million when the Fund acquires 100% of the shares in U Stow It.

Equity subscriptions by investors will be used to repay the Abacus Working Capital Facility. The interest rate on the Abacus Working Capital Facility is the same as the cash distribution yield on the new equity raised. If the Abacus Working Capital Facility is not repaid from equity subscriptions it may be converted to equity. This facility has the same income and capital entitlements as equity.

At the end of the term of each tranche of the facility, or if Abacus ceases to be the Responsible Entity of the Trust, that tranche of the Abacus Working Capital Facility is repayable in full.

The Abacus Working Capital Facility is subordinated and ranks proportionately with Securityholders on any return of capital.

11.4 AGREEMENTS BETWEEN THE FUND AND STORAGE KING

Relationship Deed with Storage King Abacus and Storage King have entered into a Relationship Deed to modify their existing arrangements with respect to the Abacus Storage Fund and to regulate their relationship into the future. The Relationship Deed states that the parties intend to work together to grow each other’s respective business but that the arrangement is not exclusive. The Fund may in the future appoint an alternative manager to manage some or all of its self storage assets.

The existing agreements between the Fund and Storage King are set out in the Licence Agreement, Specialised Management and Support Services Agreement and other licensing and management agreements for the Additional Assets.

The following amendments have been made to the agreements between the parties:

• The Property Services Agreement under which Storage King was entitled to a fee for project managing capital expenditure on self storage facilities on the Existing Assets has been terminated;

• An acquisition fee of 1.25% of the purchase price of new facilities that was previously payable to Storage King ceased to have affect from 1 November 2006;

• The fees payable to Storage King in respect of any new self storage facility managed by Storage King will, unless otherwise agreed, comprise a licence fee of 3.5% of gross receipts and a management fee which is a base fee of 1.5% of gross receipts and a performance fee of 2% of gross receipts. The performance fee is linked to the growth in profi t of each asset;




• The annual retainer fee of $200,000 per annum payable to Storage King ceased to have affect from 1 November 2006.

The fees payable to Storage King are set out in the following documents:

• Licensing fee on Existing Assets – Licence Agreement.

• Management fee on Existing Assets – Specialised Management and Support Services Agreement.

• Licensing fee on Additional Assets (excluding U Stow It) – separate Licence agreements for each of Townsville, Brisbane and Hamilton properties.

• Management fee on Additional Assets (excluding U Stow It) – separate management agreements for each of Townsville, Brisbane and Hamilton properties.

• Management fee on U Stow It self storage facilities – management agreement for U Stow It.

The relationship deed specifi es the priority of repayment of reduced fees from the Fund to Abacus and Storage King. The deferral and reduction of fees and recovery processes are as described in Sections 7.4 and 7.5. Other key provisions of the Deed include:

• Storage King must take out and maintain public liability and professional indemnity insurance.

• The parties agree to work together to create a Liquidity Event for the Fund, Abacus and Storage King over the next three to fi ve years.

• Abacus may terminate the agreement by written notice if Abacus ceases to be the Responsible Entity of the Trust.

• If either Abacus or Storage King lawfully terminate the master management agreement or master licence agreement for any reason, that party may also terminate this agreement.

• If Abacus has lawfully terminated the master management agreement or specialist management agreements with respect to 30% or more of the Fund’s self storage facilities that are managed by Storage King in any twelve month period, Abacus may terminate this agreement by providing six months notice.

• Either party may terminate the agreement by written notice if there is a material or persistent breach of the terms of the agreement, a party is wound up, an administrator or liquidator is appointed, an arrangement is made with its creditors or a party commits a serious fraudulent or criminal act which adversely affects the other party.

• Prior to a Liquidity Event, if Abacus Property Group wants to sell its shares in Abacus Storage Funds Management Limited (ASFML), Storage King has fi rst right of refusal to acquire the shares in ASFML at a price determined by Abacus Property Group.

• If Storage King wants to sell its management or licensing business or the shareholders of Storage King want to sell their shares in Storage King, Abacus Storage Operations Limited has a fi rst right of refusal to purchase those interests at a price determined by Storage King.

Licence Agreement Storage King Pty Limited and Storage King (NZ) Ltd (Storage King) own the business name ‘Storage King’ and have registered ‘Storage King’ as a trademark in each state and territory of Australia and in New Zealand.

On 31 May 2005 Storage King, SK (Licensees) Pty Ltd, Abacus Storage Operations Limited (the Company) and Abacus Storage Funds Management Limited (the Responsible Entity) entered into a Licence Agreement relating to the Australian trademark and logo pursuant to which Storage King granted a non-exclusive licence to:

• the Company to use the business name (in a modifi ed form) and the trademark in all activities reasonably undertaken by the Company as an owner of various leased storage businesses in respect of which it has entered into a Specialist Management and Support Services Agreement with Storage King; and

• Abacus to use the trademark in any offer document in respect of Stapled Securities in the Abacus Storage Fund.

The licence in respect of each self storage business of the Company relating to the Existing Assets lasts for 5 years. At the end of the initial term, the Licence Agreement will be automatically extended for 5 years unless terminated earlier.

Storage King will be paid the greater of 3.5% of gross monthly receipts or $1,500 per month per site for each of the self storage facilities that comprise the Existing Assets.


During the term of the Licence Agreement, Storage King will prepare operational reviews, provide general advice, negotiate prices for goods and services, operate a 1800 telephone line and maintain a website. Various other services may be provided at a cost.

The Company has agreed that, while the Licence continues, neither it nor any of its associates will establish any storage facilities in any area where Storage King has granted a licence to another storage facility operator without the latter’s consent. Storage King has agreed that, while the Licence Agreement continues, it will not grant to anyone else a new licence for a new facility within a three kilometre radius of a Company’s facility, without the Company’s consent.

Either party can terminate the Licence Agreement if there is a material or persistent breach, a party is bankrupt, commits a fraudulent or criminal act or damages the goodwill of the trademark or reputation of the business.

The Licence Agreement for a facility automatically terminates if the Specialised Management and Support Services Agreement terminates for any reason.

Specialised Management and Support Services Agreement On 31 May 2005, Abacus Storage Operations Limited (the Company) entered into a Specialist Management and Support Services Agreement (Management Agreement) with Storage King Pty Ltd (Storage King) which governs the provision by Storage King of management and support services for the Existing Assets for an initial term of fi ve years. At the end of the initial term, the Management Agreement will be extended for fi ve years unless terminated earlier.

Storage King is required to generally oversee and promote the self storage business operated at each Company site and do all things reasonably necessary for the conduct of the self storage business in a proper and professional manner. These services include overseeing and promoting each self storage business, recruiting and training staff, overseeing operational issues of each facility, setting charges to customers, maintaining the property and preparing performance reports.

In return for these services, Storage King will be paid the greater of 3.5% of gross monthly receipts or $2,000 per month per site for each of the self storage facilities that comprise the Existing Assets. The Company must also pay the employment costs in respect of employees engaged at each self storage site. Storage King will defer their fee in respect of the Existing Assets by up to 100% to support the distributions to Securityholders in the Fund.

Either party can terminate the Management Agreement if there is a material or persistent breach, a party becomes bankrupt or there is a serious fraudulent or criminal act. The Company can terminate the Management Agreement if the goodwill in the ’Storage King’ name is damaged in a manner that has or will or would be reasonably likely to seriously adversely affect the Company’s interests. The Management Agreement automatically terminates if the Licence Agreement terminates for any reason.

Other Management and Licence Agreements The term of Storage King’s appointment for licensing and management services at the Additional Assets are set out in a number of contracts between Storage King and Abacus Storage Solutions Limited and between Storage King and U Stow It Pty Limited. Abacus Storage Solutions Limited and U Stow It Pty Limited were acquired by the Company as part of the acquisition of the Additional Assets. These agreements have similar provisions to the Licence Agreement and Specialised Management and Support Services Agreements described above, albeit with slightly different fee arrangements.

The Townsville, Brisbane and Hamilton properties are licensed to use the Storage King brand provided a licence fee of 3.5% of gross revenue is paid to Storage King. The agreements run for a period of fi ve years with four further periods of fi ve years.




The Townsville, Brisbane and Hamilton properties are managed by Storage King for a fee of 1.5% of gross receipts on each self storage facility. If profi t hurdles, as set out in the management agreement, are met then Storage King is entitled to a performance fee equal to 2% of gross receipts. Design and project management fees are also payable for capital works at 2.5% of total project costs to a maximum of $25,000 for any one project. The agreement runs for a period of fi ve years. At the end of the initial term, the Management Agreement will be extended for fi ve years unless terminated by either party.

The U Stow It self storage facilities are managed by Storage King under a single contract. In the fi rst year of management, the fee payable to Storage King is $200,000 with a performance fee of up to 10% of the excess profi t over a profi t hurdle set out in the agreement. After 30 June 2009 the properties may be rebranded to Storage King in which case the fee arrangements will be amended to refl ect a combined licensing and management fee of 4% of gross revenue plus a performance fee if profi tability targets are met. The agreement runs for a period of fi ve years but either party may terminate at the end of the fi rst year. At the end of the initial term, the agreement will be extended for fi ve years unless terminated by either party.

11.5 AGREEMENTS BETWEEN ABACUS AND STORAGE KING

Performance Sharing Deed Abacus Storage Funds Management Limited as Responsible Entity of the Abacus Storage Property Trust and Storage King Pty Ltd have entered into a Performance Fee Sharing Deed. The Performance Fee Sharing Deed provides that Storage King Pty Ltd will share in any performance fee paid to Abacus Storage Funds Management Limited.

11.6 DISTRIBUTION REINVESTMENT PLAN

Under the Fund’s Distribution Reinvestment Plan (DRP), Securityholders may elect to receive their distributions in the form of additional Stapled Securities rather than cash. Stapled Securities issued under the DRP will rank equally with existing fully paid Stapled Securities and will participate in all distributions subsequently made.

Participation in the DRP is optional and investors may select full or partial participation. Investors selecting partial participation must specify the percentage of their Securityholding to be subject to the DRP. Investors may vary or terminate their participation in the DRP at any time by completing a Plan Instruction Form, available from Abacus or available as a download from the Abacus Property Group website at www.abacusproperty.com.au. All Securityholders with an address in Australia, or in other countries where the Fund decides participation is available, are eligible to participate in the DRP. Currently there are no other countries where participation is available.

Stapled Securities issued under the DRP will be issued at 2% below the issue price of New Stapled Securities under the then current offer document. If there is no current offer document, the issue price will be posted to the Abacus Property Group website and will be 2% below the current net asset value of the Fund. There are no costs associated with participation in the DRP.

Where the distribution is not exactly divisible by the DRP issue price, the excess amount will be carried forward to the next distribution.

Abacus reserves the right to vary the conditions of the DRP at any time at its discretion. A copy of the DRP will be provided to investors on request. It is also available as a download from the Abacus Property Group website.


11.7 U STOW IT PRE-EMPTIVE RIGHTS AND SHARE SALE FACILITY

The Fund currently owns an 86% controlling stake in U Stow It. The constitution of U Stow It contains a provision that gives the Fund (through associated entities) pre-emptive rights over any shares to be sold by members of U Stow It on the same terms as offered to a third party. These pre-emptive rights are only binding on members who agree in writing to the share sale facility which requires the Fund (through associated entities) to make an offer to acquire shares from shareholders each October according to a pre-determined pricing formula based on a multiple of the U Stow It net asset value.

11.8 LABOUR STANDARDS, SOCIAL, ETHICAL AND ENVIRONMENTAL CONSIDERATIONS

Although Abacus is committed to high standards of corporate governance and seeks to act at all times in an ethical manner, Abacus does not take into account labour standards or social or ethical considerations in the selection, retention or realisation of investments. Environmental considerations are considered as part of normal property due diligence.

11.9 REPORTING TO SECURITYHOLDERS

As a disclosing entity, the Fund is subject to regular reporting and disclosure obligations. Copies of documents lodged with ASIC in relation to the Fund may be obtained from or inspected at ASIC.

Securityholders have the right to obtain a copy of the following documents pertaining to the Fund:

• the annual fi nancial report most recently lodged with ASIC;

• any half year fi nancial report lodged with ASIC after the lodgement of that annual fi nancial report and before the date of this Offer Document; and

• any continuous disclosure notices given after the lodgement of that annual report and before the date of this Offer Document.

Abacus will provide all Securityholders with the following information:

• a confi rmation statement on receipt of a properly completed application;

• quarterly income distribution statements; • the annual fi nancial report (if you have opted to

receive it); and • an annual taxation statement setting out the

details required to be included in your income tax returns.

Abacus will also maintain up-to-date information on the Fund on the Fund page of the Abacus Property Group website located at www.abacusproperty.com.au/Funds.asp

11.10 HANDLING COMPLAINTS

Investors have a right to complain if they are not satisfi ed with any aspect of Abacus’ service. Abacus takes all complaints seriously and will provide investors with a copy of the Abacus Consumer Guide to Resolving Complaints on request and at no charge.

If you have a complaint, you should write to Abacus including your name, address and investor number (see contact details for Abacus in the corporate directory). Abacus will acknowledge the complaint within fi ve business days and will seek to resolve it as soon as practicable, but no later than six weeks from receipt.

Abacus is a member of the Financial Ombudsman Service (FOS) which retail investors may contact for any issues that cannot be resolved with us. FOS is an independent external dispute resolution organisation registered with ASIC. Please note that FOS will not deal with your complaint unless you have fi rst raised your concerns with us. FOS has a toll free telephone number 1300 780 808 or you can contact them by mail at PO Box 3, Melbourne Victoria 3001.

11.11 DISCLOSURE OF INTERESTS

Other than as set out below, no director of Abacus or the Company, no expert or any fi rm in which an expert is a partner or executive, has an interest that exists at the date of this Offer Document, or that existed within two years before that date, in the promotion or inception of the Fund, or in any property acquired or proposed to be acquired by it or in the Offer of the Stapled Securities (other than as a Securityholder). No amount has been paid or agreed to be paid to an expert in the last two years for services rendered by the expert or any such fi rm in connection with the promotion or the Offer of the Stapled Securities other than interests or amounts resulting from the following arrangements:

Abacus Property Group The fees charged are described in Sections 7 and 8.

Storage King The fees charged are described in Sections 7 and 8.




Third Parties • Blackwell has provided an independent valuation

of certain property assets in June 2008 for which it was paid a total of $94,000, excluding GST.

• DTZ has provided an independent valuation of certain property assets in August 2008 for which it was paid a total of $30,200, excluding GST. DTZ also provided an independent valuation of certain property assets in June 2007 for which it was paid a total of $120,000, excluding GST.

• CBRE has been paid a total of $1,500, excluding GST.

• PKFCA has provided an independent assurance report on the fi nancial information in this Offer Document and has been paid a total of $150,000 excluding GST for these services.

Directors of Abacus or entities associated with directors of Abacus may hold or acquire Stapled Securities in the Fund from time to time and this information is available on enquiry.

11.12 CONSENTS AND DISCLAIMERS

Each of the following parties has given its consent to be named in this Offer Document in the form and context in which it is named and consents to the statements made by or attributed to them. Each of the parties has not caused the issue of this Offer Document and does not make, nor purport to make, any statement in this Offer Document. Each of the parties expressly disclaims and takes no responsibility for any part of this Offer Document other than the reference to its name and the statements made by or attributed to them.

• PKFCA • Blackwell • DTZ • CBRE • Storage King • Registries

As at the date of this Offer Document, the issuer had not received notice that any of the parties named had withdrawn their consent.

11.13 AUTHORISATION

This Offer Document is issued by Abacus Storage Funds Management Limited as the Responsible Entity of the Trust and Abacus Storage Operations Limited. The directors of both issuers have authorised the issue of this Offer Document. Each of them has given, and has not withdrawn, their consent to the lodgement of this Offer Document with ASIC. This Offer Document has been signed on their behalf by the Chairman of each board.

JOHN THAMEChairman, Abacus Storage Funds Management Limited

FRANK WOLFChairman, Abacus Storage Operations Limited


SECTION 12 /

TERM DESCRIPTION

Abacus, Responsible Entity Abacus Storage Funds Management Limited ACN 109 324 834

Abacus Finance Abacus Finance Pty Limited ACN 079 529 909

Abacus Property Group Abacus Property Group is the economic entity listed on ASX under code ABP

Abacus Property Services or APS Abacus Property Services Pty Limited ACN 050 739 001

Additional Assets The 11 self storage assets and other properties acquired by the Fund in December 2008

AFML Abacus Funds Management Limited ACN 007 415 590

AML Anti Money Laundering

APIR Asia Pacifi c Investment Register code for the Fund is ABA0004AU

ASIC Australian Securities and Investments Commission

Blackwell Blackwell Consulting, Suite 5, 91 Mort Street, Balmain, NSW

CBRE CB Richard Ellis, Level 4, 92 Northbourne Avenue, Braddon, ACT

Company Abacus Storage Operations Limited ACN 112 457 075

DRP Dividend Reinvestment Plan

DTZ DTZ, Level 15, 1 Collins Street, Melbourne, VIC

EBITDA Earnings before interest, tax depreciation and amortisation

Existing Assets 30 self storage assets owned by the Fund prior to December 2008

Existing Securityholder A Securityholder in the Fund at 24 December 2008

Forecast Period The period of the forecast in this Offer Document from 1 October 2008 to 30 June 2010

Fund Abacus Storage Fund comprising the Trust and the Company

FY Financial Year, for example FY2009 is the year from 1 July 2008 to 30 June 2009

Liquidity Event Described in Section 1.12

Liquidity Facility Described in Section 1.13

Management Agreement Specialist Management and Support Services Agreement dated 31 May 2005

NAV Net asset value

New Investor An investor in the Fund who is not an Existing Securityholder

New Stapled Securities Stapled Securities issued pursuant to this Offer Document

Offer The offer to acquire Stapled Securities pursuant to this Offer Document

Offer Document This prospectus and product disclosure statement document setting out the opportunity to invest in the Abacus Storage Fund

Original Offer Document The Abacus Storage Fund prospectus and product disclosure statement dated 4 November 2005 as updated by the Supplementary Disclosure Statements

PKFCA PKF Corporate Advisory (East Coast) Pty Ltd

Priority Entitlement The Priority Entitlement for Existing Securityholders to acquire New Stapled Securities

Registries Registries Limited as described in the Corporate Directory

Securityholder The owner of a unit in the Trust and a share in the Company

Stapled Security A unit in the Trust and a share in the Company

Storage King Storage King Pty Limited ACN 079 872 281

TFN Tax File Number

Trust Abacus Storage Property Trust ARSN 111 629 559

U Stow It U Stow It Holdings Limited ACN 050 207 933

Glossary


SECTION 13 /

13.1 APPLICATIONS

To invest in the Fund, complete the application form and (for New Investors not investing through a fi nancial adviser or IDPS) AML forms and any certifi ed documents required and send them with your cheque made payable to Abacus Storage Fund or direct debit authority to:

Abacus Storage FundRegistries LimitedGPO Box 3993Sydney NSW 2001

Existing Securityholders

Existing Securityholders have a Priority Entitlement under this Offer.

Existing Securityholders are entitled to apply, in priority to New Investors, for one New Stapled Security for every 2.459 Stapled Securities held by them (Priority Entitlement). To be entitled to the benefi ts of the Priority Entitlement, Existing Securityholders (based on a record date of 24 December 2008) must lodge their duly completed applications with our registry by 27 February 2009. Applications lodged after that date will be processed but will not have a priority over applications received from New Investors.

Existing Securityholders wishing to invest must complete the application form included at the back of this Offer Document. A letter will be sent to each Existing Securityholder showing their holding in the Fund and Priority Entitlement.

Existing Securityholders may apply for a greater or lesser number of New Stapled Securities than their Priority Entitlement. Existing Securityholders who apply for more than their Priority Entitlement will receive priority over New Investors in respect of the amount applied for that is in excess of their Priority Entitlement, but not over Existing Securityholders.

There is no minimum investment for Existing Securityholders.

New Investors

The General offer opens on 2 March 2009. New Investors may apply for Stapled Securities before the Priority Entitlement for Existing Securityholders expires on 27 February 2009 but Stapled Securities will not be allotted until after 2 March 2009. Applications received before 27 February 2009 will be processed in date order of receipt until the Offer is fully subscribed. Once the Offer is fully subscribed any excess application money will be returned without interest. No applications from New Investors may be accepted before 2 February 2009.

To apply for Stapled Securities under the Offer, New Investors should complete the application form at the back of this Offer Document and the anti-money laundering forms described in Section 13.2.

13.2 AML FORMS

All applications for New Stapled Securities from New Investors must be accompanied by the appropriate AML forms and supporting documents required by the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (AML Act).

If you are:

• investing through a fi nancial adviser, they will provide you with the necessary forms and help you to complete them;

• not investing through a dealer, IDPS or other fi nancial adviser (or if you are investing through a fi nancial adviser who is not authorised as an agent of Abacus for AML purposes) you must provide Abacus with appropriate identifi cation material by completing the relevant AML forms and forwarding them to Abacus together with certifi ed copies of any supporting documents required. This will enable Abacus to properly identify you and meet the requirements of the legislation.

The AML Act requires that applications from New Investors be accompanied by additional information as to their identity. This is done by completing the AML forms specifi c to your investor type (eg individual, corporate, trust, partnership, etc). The AML forms and related information are available from your fi nancial adviser and/ or from the Abacus website: www.abacusproperty.com.au. Follow the link to “Anti Money Laundering” under the “Funds and Investments” banner. If you have any queries please contact Abacus on 1800 253 860.

The information provided on the AML forms must be verifi ed by Abacus or its agents by inspecting appropriate documents or by you providing certifi ed copies of the documents (see Abacus Property Group’s website for information about who can certify identity documents). For example, individuals will be required to produce a current photographic identifi cation document such as a current passport or driver’s licence, or to provide a certifi ed copy of the document, in order to verify their identity details. If a New Investor is a company, the identity of the company directors may also need to be verifi ed. If a New Investor is a trust, additional information will be required.

Abacus may also need to obtain additional information in relation to source of funds and similar matters from both Existing Securityholders and New Investors. The information obtained under the AML Act is used to assess the likelihood of investors being involved in money laundering or terrorism fi nancing (risk assessment).

How to Apply

SECTION 13 / HOW TO APPLY

Until we receive all information required under the AML Act and are able to verify it we may not be able to issue New Stapled Securities to investors. For the purpose of calculating the record date from which the Stapled Security price is calculated, the date of receipt of an application will be treated as the date that all the information which Abacus reasonably believes to be required under the AML Act is supplied to Abacus or your fi nancial adviser (if authorised to act as agent for Abacus) and duly verifi ed. No accrued distribution will be paid to you in respect of your application money if, for any reason (such as failure to complete the AML Forms or provide supporting documents required), your application cannot be fi nalised.

Records of any personal information we collect about you under the AML Act, the process of verifying that information and your risk assessment may be kept by your adviser and/or Abacus or its agents. Abacus may be legally obliged to disclose that information and the assessment to the government regulator of the AML Act. Otherwise Abacus and its agents will keep the information confi dential to the extent permitted by law.

Financial Advisers If you are investing through a fi nancial adviser, they will provide you with the necessary forms and help you to complete them.

If your fi nancial adviser is authorised by Abacus to act as its agent for AML purposes, they may also verify the information you provide. In this case, the adviser must certify to Abacus that they have obtained all appropriate identifi cation information from you for the purposes of the AML Act in accordance with the IFSA/FPA Guidelines, have verifi ed the information from appropriate original documents or certifi ed copies, and have kept records of the process that they followed and the identity documents inspected. These records may be inspected by Abacus at any reasonable time. A copy of the forms completed by your adviser must be provided with your application.

If you are investing directly, or if your fi nancial adviser is not authorised by Abacus to act as its agent for AML purposes, both the properly completed AML forms and certifi ed copies of supporting documents must be provided with your application.

13.3 PERSONAL INFORMATION COLLECTION STATEMENT

In addition to collection of information pursuant to the AML Act, personal information is collected for the purpose of providing investment products to applicants. The information is used to process applications and provide effi cient and effective administration and reporting services in respect of the investments.

The personal information may be disclosed to the Abacus Storage Fund registry, which undertakes the majority of the administrative and reporting responsibilities. The personal information may also be disclosed to related corporations to assist in management or administrative functions. Some liaison with investors’ fi nancial advisers may also be necessary.

Without the information, applications usually cannot be processed. Provision of tax fi le numbers is optional but, if not provided, the Abacus Storage Fund is required by taxation law to deduct tax from distributions at the highest marginal rate.

In most cases, the Abacus Storage Fund and any other person or entity to whom it has disclosed personal information will grant an investor access to their personal information held within a reasonable time of any such request.

More detailed information regarding the treatment of personal information is set out in the privacy policy which can be viewed on the Abacus Property Group website at www.abacusproperty.com.au Alternatively, a hard copy may be obtained at Abacus’s offi ces or by contacting the Privacy Offi cer on 612 9253 8600. Queries may also be directed to this number or emailed to [email protected]




13.4 DECLARATION

By completing and submitting an application form you (or your attorney) will be taken to have declared that:

• all details and statements made by you are complete and accurate;

• no notice of revocation of the power of attorney has been received;

• you are not, as a result of the law of any place, a person to whom this Offer Document should not be given; and

• you are not less than 18 years of age or a person not otherwise having full contractual capacity without the necessity for consent or ratifi cation by any other person.

In addition, by applying for Stapled Securities in the Fund:

(a) you agree to give Abacus further information or personal details it reasonably believes are required in order to meet its obligations under anti-money laundering, counter-terrorism or taxation legislation;

(b) you represent that: • the funds you are investing are not the

proceeds of crime, nor connected with money laundering or the fi nancing of terrorism, and do not come from an offshore bank, shell bank, or non-cooperative jurisdiction;

• neither you nor any related person is a politically exposed person;

• you are not commonly known by any other names different from those disclosed in the application form;

• any documents or information used for verifi cation purposes in support of your application are complete and correct;

(c) you agree that, in the event of your delay or failure to produce information which Abacus has requested for AML purposes, Abacus may, in its absolute discretion, take such action as it sees fi t. In particular Abacus may determine not to issue Stapled Securities to you, transfer or redeem your Stapled Securities, or may unilaterally redeem your Stapled Securities, if it believes such action to be necessary or desirable in the light of its obligations under relevant legislation; and

(d) you acknowledge that it may be a criminal offence to knowingly provide false, misleading, forged, altered or falsifi ed documents relating to your identity.

13.5 COMPLETING THE APPLICATION FORM

Please complete all sections of the application form and the direct debit request (if applicable) in CAPITAL LETTERS to enable your application to be processed effi ciently.

Description of Investor Please tick the relevant box to indicate the legal nature of the investor.

1. WHO IS THE INVESTOR?

Please complete the part of this section relevant to your investment. Please note that:

• Only legal entities are allowed to hold Stapled Securities.

• Applications in the name of a natural person (including an individual trustee) must include your surname and at least one full given name – don’t use initials.

• Provision of your Tax File Number (or ABN / ARBN) is not compulsory. However, if your TFN is not provided, we are required by law to deduct tax from all distributions we pay to you at the highest marginal tax rate plus Medicare levy.

2. INVESTOR CONTACT DETAILS

Please enter your name and address here. All correspondence will be sent to this address.

Please include your telephone and/or email details in case we need to contact you in relation to your investment.

3. ARE YOU AN EXISTING INVESTOR IN THE FUND?

If you are an Existing Securityholder in the Fund please provide your investor number. Your investor number is included in the letter sent to all Existing Securityholders.

4. HOW MUCH WOULD YOU LIKE TO INVEST?

Please enter the amount you want to invest here. For New Investors the minimum investment is $10,000 and above that in multiples of $1,000.

If investing by cheque, your cheque must be:

• drawn on an Australian branch of an Australian registered bank;

• made payable to Abacus Storage Fund; and • crossed ‘not negotiable’. If you want us to directly debit your account, please complete the direct debit request which follows the application form.


5. HOW WOULD YOU LIKE TO RECEIVE YOUR INCOME DISTRIBUTIONS?

Income distributions may be reinvested into additional Stapled Securities in the Fund or paid into your nominated bank account.

If you do not elect to receive your distribution by direct payment, your distribution will automatically be reinvested in accordance with the terms of the Distribution Reinvestment Plan.

6. YOUR ACCOUNT DETAILS

Please provide details of your account with a bank or other fi nancial institution. This account must be in the name of the investor. We will credit your distributions to this account.

7. ADVISER DETAILS

This section will be completed by your fi nancial adviser (if any). Please leave blank if you are not investing through a fi nancial adviser.

8. AML FORMS

As detailed above, the Australian Government has introduced laws to help prevent money laundering and terrorism fi nancing. A key requirement of these laws is for New Investors to prove their identity by completing the relevant forms provided by their fi nancial adviser or located on the Abacus Property Group website and providing any supporting documents required. If Abacus is not able to confi rm an eligible applicants identity, we may not be able to issue Stapled Securities to that applicant.


SECTION 13 / THE FUND OVERVIEW

ABACUS STORAGE FUND / APPLICATION FORM

Abacus Storage FundApplication Form

The Offer Document dated 24 December 2008 provides detailed information about the Abacus Storage Fund. It is advisable to read the Offer Document in full before applying to invest in the Fund. A person who gives you access to this Application Form must at the same time and by the same means give you access to the Offer Document and any supplementary material. While the Offer Document is current, Abacus will provide paper copies of the Offer Document, any supplementary documents and the Application Form on request and without charge.

Description of Investor (please tick)

Individual Joint Partnership Company

Trust Executor Superannuation Fund Adult(s) for child under 18

1. Who is the Investor(s)?

Individual Investor 1Title Surname Given names

Date of birth

/ /

TFN or exemption reason

Individual Investor 2Title Surname Given names

Date of birth

/ /


If Partnership(Investors 1 & 2) trading as

Corporate InvestorCompany name ACN or ARBN or ABN or exemption reason

Superannuation Fund/Trust/Child under 18/Executor:

Individual Trustee 1Title Surname Given names

Date of birth

/ /


Individual Trustee 2Title Surname Given names

Date of birth

/ /


Superannuation Fund/Trust/Estate/Child’s name

If Corporate Trustee:Company name

Superannuation Fund or Trust name

Trust/Superannuation Fund Tax File Number or ABN or exemption reason

Adviser use only

Adviser Stamp




2. Investor contact detailsContact name

Postal address

Suburb State Postcode

Phone (BH) Phone (AH) Mobile

Facsimile Email

I wish to receive investor communications and statements via email.

3. Are you an existing investor in the Fund?

No Yes If yes, please insert investor number

4. How much would you like to invest?

A$ Cheques payable to Abacus Storage Fund

5. How would you like to receive your income distributions?

Reinvested into additional Abacus Storage Fund Stapled Securities Paid into the account nominated in Section 6 below

6. Your account detailsName of bank/building society/credit union Branch

Branch Number (BSB) Account Number Account Name

7. Adviser detailsOnly licensed investment advisers are entitled to receive commission. Some advisers may rebate part or all their normal up front commission to investors although they are under no obligation to do so. Rebated commission will be used to buy extra securities. Amounts to be rebated, if any, must be indicated below. No changes can be made to commission payment details for existing investors.

Rebate initial commission %

Pay commission Select combination of upfront and trailing commission. If no box is ticked, upfront commission of 3% will apply.

3% upfront only or

2% upfront and 0.2% trail or

1% upfront and 0.4% trail or

0.6% trail only

Adviser full name Dealer group name

Adviser signature Dealer AFSL licence

Adviser email

8. Anti Money Laundering FormsThe Australian Government has introduced laws to help prevent money laundering and terrorism fi nancing. A key requirement of these laws is for investors to prove their identity by completing the relevant forms located on the Abacus Property Group website. Follow the link to “Anti Money Laundering” under the “Funds and Investments” banner on the Abacus Property Group website.

If you are not investing through a dealer, IDPS or other fi nancial adviser you must provide Abacus with appropriate identifi cation material, this will enable Abacus to properly identify you and meet the requirements of this legislation.

If you are investing through a fi nancial adviser, they will provide you with the necessary forms and help you to complete them.

If Abacus is not able to confi rm an eligible applicant’s identity, we may not be able to issue securities to that applicant. If you have any queries please contact Abacus on 1800 253 860.

Show % of total available commission to be rebated. Eg. if you wish to rebate half the upfront commission, insert 50% . If no number is shown, 100% will be assumed.

AML/CTF certifi cation by adviser I confi rm I have completed AML/CTF identifi cation and verifi cation requirements for this investor as required under the AML/CTF Act. Please tick box to confi rm

Verifi ed by adviser Name Signature


ABACUS STORAGE FUND / DIRECT DEBIT REQUEST FORM

Abacus Storage FundDirect Debit Request Form

Request and Authority to debit the account named below to pay Abacus Storage Funds Management Limited.

Request and authority to debit(if your account is held jointly, please write both names)Investor 1 — Surname or Company Name Investor 2 — Surname or Company Name

Given Names or ACN/ARBN Given Names or ACN/ARBN

Request and authorise Abacus Storage Funds Management Limited as Manager of the Abacus Storage Fund to debit the investment amount through the Bulk Electronic Clearing System from an account held at the fi nancial institution identifi ed below subject to the terms and conditions of the Direct Debit Request Service Agreement (and any further instructions provided below).

Insert the name and address of the fi nancial institution at which the account is heldFinancial Institution Name

Address


Insert the details of the account to be debitedPlease check with your fi nancial institution to ensure that the account nominated will allow direct debiting.

Name of bank/building society/credit union Branch

Branch number (BSB) Account number Account name

AcknowledgementBy signing this Direct Debit Request you acknowledge you have read and understood the terms and conditions governing the debit arrangements between you and Abacus Storage Funds Management Limited as Manager set out in this Request and in your Direct Debit request service Agreement.

Payment details

Investment amount. A$

Insert your name, signature and addressInvestor 1 — Name Investor 2 — Name

Investor 1 — Signature Investor 2 — Signature

Note: an execution for a company should be made by two directors or by one director and one company secretary and all signatories should print their full name and capacity (eg. ‘director’) below their signature. Please state if a sole director or sole company secretary.

Individual Investor 2Address


Date

/ /


ABACUS STORAGE FUND / DIRECT DEBIT SERVICE AGREEMENT

Abacus Storage FundDirect Debit service agreement

1. DEBITING YOUR ACCOUNT

1.1 By signing a Direct Debit Request, you have authorised us to debit any amount we may charge you from your account. You should refer to the Direct Debit Request and this agreement for the terms of the arrangement between you and Abacus.

1.2 We will only arrange for funds to be debited from your account as authorised in the Direct Debit Request.

1.3 If the debit day falls on a day that is not a business day, we may direct your fi nancial institution to debit your account on the following business day.

1.4 If you are uncertain as to when a debit payment will be debited from your account, you should contact your fi nancial institution.

2. CHANGES BY US

2.1 We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least fourteen (14) days written notice.

3. CHANGES BY YOU

3.1 Subject to 3.2 and 3.3, you may change the arrangements under a Direct Debit Request by contacting us on 1800 253 860.

3.2 If you wish to stop or defer a debit payment you must notify us in writing at least seven (7) days before the next debit day. This notice should be given to us in the fi rst instance. You may also stop or defer a direct debit payment by contacting your fi nancial institution.

3.3 You can cancel your authority for us to debit your account at any time by giving us seven (7) days notice in writing before the next debit day. This notice should be given to us in the fi rst instance. You may also cancel your direct debit payment by contacting your fi nancial institution.

4. YOUR OBLIGATIONS

4.1 It is your responsibility to ensure that there are suffi cient clear funds available in your account to allow a debit payment to be made in accordance with the Direct Debit Request.

4.2 If there are insuffi cient funds in your account to meet a debit payment:

(a) you may be charged a fee and/or interest by your fi nancial institution;

(b) you may also incur fees or charges imposed or incurred by us; and

(c) you must arrange for the debit payment to be made by another method or arrange for suffi cient clear funds to be in your account by an agreed time so that we can process the debit payment.

4.3 You should check your account statement to verify that the amount debited from your account is correct.

4.4 If Abacus is liable to pay goods and services tax (GST) on a supply made by Abacus in connection with this agreement, then you agree to pay Abacus on demand an amount equal to the applicable GST.

5. DISPUTE

5.1 If you believe that there has been an error in debiting your account, you should notify us directly on 1800 253 860 and confi rm that notice in writing with us as soon as possible so that we can resolve your query more quickly.

5.2 If we conclude as a result of our investigations that your account has been incorrectly debited, we will respond to your query by arranging for your fi nancial institution to adjust your account (including interest and charges) accordingly. We will also notify you in writing of the amount by which your account has been adjusted.

5.3 If we conclude as a result of our investigations that your account has not been incorrectly debited, we will respond to your query by providing you with reasons and any evidence for this fi nding.

5.4 Any queries you may have about an error made in debiting your account should be directed to us in the fi rst instance so that we can attempt to resolve the matter. If we cannot resolve the matter, you can refer it to your fi nancial institution, which will obtain details from you of the disputed transaction and may lodge a claim on your behalf.

6. ACCOUNTS

You should check:

(a) with your fi nancial institution whether direct debiting is available from your account as direct debiting is not available on all accounts offered by fi nancial institutions.

(b) your account details which you have provided to us are correct by checking them against a recent account statement; and

(c) with your fi nancial institution before completing the Direct Debit Request if you have any queries about how to complete the Direct Debit Request;

7. NOTICE

7.1 If you wish to notify us in writing about anything in relation to this agreement, you should write to Abacus Storage Funds Management Limited, Level 34, Australia Square, 264-278 George Street, Sydney, NSW 2000.

7.2 We will notify you by sending a notice in the ordinary post to the address you have given us in the Direct Debit Request.

7.3 Any notice will be deemed to have been received two (2) business days after it is posted.

8. PRIVACY

We collect your personal information to provide you with the direct debit services you have requested. To do that we may need to disclose your personal details and the account details provided on the attached Direct Debit Request to electronic network administrators, other fi nancial institutions and to any entity or person you have requested us to pay on your behalf. Specifi cally, your personal and account details may be disclosed to Westpac Banking Corporation in the event of any alleged incorrect or wrongful debit. If any part of that information is not provided, we may not be able to provide you with those direct debit services.

For full details of our Privacy Policy we refer you to our website at www.abacusproperty.com.au.

DEFINITIONS

By signing the Direct Debit Request you acknowledge you have read and understood the terms and conditions governing the debit arrangements between you and Abacus Storage Funds Management Limited as set out in this Direct Debit Request and in the Direct Debit Request Service Agreement.

Abacus, us or we means Abacus Storage Funds Management Limited

account means the account held at your fi nancial institution from which we are authorised to arrange for funds to be debited;

agreement means this Direct Debit Request Service Agreement between you and us;

business day mead a day other than a Saturday or a Sunday or a public holiday in New South Wales;

debit day means the day that payment by you to us is due;

debit payment means a particular transaction where a debit is made;

Direct Debit Request means the Direct Debit Request between you and us;

you means the applicant who signed the Direct Debit Request;

your fi nancial institution means the fi nancial institution where you hold the account that you have authorised use to debit.

ABACUS STORAGE FUND

Corporate Directory

Abacus Storage Funds Management Limited, as Responsible Entity of the Abacus Storage Property Trust, and Abacus Storage Operations Limited are the issuers of this Offer Document.

INVESTOR ENQUIRIES AND REGISTRY

Abacus Storage FundRegistries LimitedLevel 7, 207 Kent StreetSydney NSW 2000

T 1300 139 440E [email protected]

RESPONSIBLE ENTITY AND MANAGER

Abacus Storage Funds Management LimitedLevel 34 Australia Square264-278 George StreetSydney NSW 2000

T (02) 9253 8600F (02) 9253 8616E [email protected] W www.abacusproperty.com.au

www.abacusproperty.com.au

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