BETWEEN

PRIMARY SECURITIES LTD ABN 96 089 812 635

AFS Licence No: 224107 Trustee

and

EACH SEVERAL UNIT HOLDER

TRUST DEED FOR WARBURTON GLOBAL MACRO FUND

(Wholesale Fund)

PRIMARY SECURITIES LTD 3 Shuffrey Street

Fremantle WA 6160 Email: admin@primarysecurities.com.au

Telephone: (08) 9430 5262

Ref: NMO

DOCID: F:\PRIMARY SECURITIES\Warburton Global Macro\Draft Scheme Agreements\Trust Deed\20190301 - Warburton MacroTrust Deed.docx

COPYRIGHT in this document is the property of Primary Securities Ltd and this document may not be reproduced without the permission of Primary Securities Ltd.

INDEX 1. DEFINITIONS 1

2. INTERPRETATION 10

3. APPLICATION PROCEDURE 12

4. BARE TRUST 12

5. REFUSAL OF APPLICATIONS 13

6. BECOMING A UNIT HOLDER 13

7. UNITS 14

8. CLASSES 15

9. TRANSFER OF UNITS 15

10. TRANSMISSION OF UNITS 16

11. REDEMPTION 16

12. UNIT HOLDERS' RIGHTS 19

13. APPOINTMENT OF TRUSTEE 21

14. THE FUND 22

15. TRUSTEE'S POWERS 22

16. ASSETS HOW HELD 24

17. OVERALL DUTIES OF THE TRUSTEE 24

18. ACCOUNTS 25

19. INCOME 26

20. DISTRIBUTIONS 27

21. AMIT REGIME 28

22. REMUNERATION OF TRUSTEE 29

23. RETIREMENT OF THE TRUSTEE 38

24. PERIOD AND TERMINATION OF THE TRUST 39

25. REGISTER AND HOLDING STATEMENTS 41

26. MEETINGS OF UNIT HOLDERS 42

27. COMPLAINTS 43

28. DISPUTE RESOLUTION 44

29. VALUATION 45

30. PROTECTIONS AND INDEMNITIES 45

2

31. NOTICES 47

32. PAYMENTS TO UNIT HOLDERS 48

33. MODIFICATION OF THIS TRUST DEED 49

34. RETENTION OF DOCUMENTS 49

SCHEDULE 50

AMIT Provisions 50

TRUST DEED FOR WARBURTON GLOBAL MACRO FUND made the 1st day of March 2019. BETWEEN 1. PRIMARY SECURITIES LTD, ABN 96 089 812 635, a company incorporated in Australia, holder

of AFS Licence No: 224107, and having its registered office at 3 Shuffrey Street, Fremantle, Western Australia, 6160 (the Trustee, being more particularly defined in Clause 1.1 (Definitions));

AND 2. EACH several Unit Holder (as more particularly defined in Clause 1.1 (Definitions)). WHEREAS: A. The Trustee proposes an unregistered managed investment scheme (the Trust) whereby Unit

Holders, who are wholesale clients, will severally become Unit Holders in a unit trust established for the purpose of providing Unit Holders with long term capital growth without any material correlation to any Australian asset class, by indirectly investing in a globally diversified long/short portfolio of liquid exchange traded products via the Warburton Global Macro Offshore Fund or otherwise.

B. The purpose of this Trust Deed is to set out the arrangements pursuant to which each several Unit Holder enters into the Trust and pays their Application Money, and how the Trustee operates the Trust.

C. The Trustee is appointed under this Trust Deed to act as the trustee of the Trust. NOW THIS TRUST DEED IS EVIDENCE OF THE FOLLOWING: In consideration of the mutual promises hereinafter contained, the parties agree as follows: 1. DEFINITIONS

In this Trust Deed and in all amending instruments and other agreements and documents under this Trust Deed and in the Information Memorandum issued pursuant to this Trust Deed, unless the context otherwise requires the following expressions shall have the following respective meanings: Accounting Costs means the costs and disbursements incurred by the Trustee in conducting the Accounting Services; Accounting Period means Financial Year; Accounting Services means such services of the Trustee provides either by its own staff or by outsourcing in relation to the following:

(a) setting up Bank accounts, receiving income, paying for Investments and expenses,

calculating and transferring annual distributions to the distributions account, making distributions (including the cost of postage), reconciliation of trust Bank accounts, receiving any sales proceeds of other payments;

(b) keeping the Financial Records; (c) book-keeping and accounting for the above;

2

(d) setting up electronic transfer and B Pay facilities if required; (e) provision of on-line banking and Real Time Gross Settlement (RTS) facilities if

required; (f) cash transaction reporting; (g) statements to Unit Holders in relation to their investments; (h) if required, preparing and submitting activity statements to the Australian Taxation

Office in relation to the Trust and pay any GST in respect thereof; (i) dealing with any tax issues relating to distributions, depreciation or withholding tax

beyond the normal course of business; (j) preparing the annual (or half yearly) Accounts for the Trust and the income tax

returns of the Trust; (k) if required, paying income tax or withholding tax on behalf of the Trust; (l) if required by the Australian Taxation Office, preparing and submitting quarterly Tax

File Number reports; (m) if required by the Australian Taxation Office, preparing and submitting annual

investment income reports; (n) preparing the annual report and (if required) half yearly report for the Trust or any

of them; (o) preparation of final Accounts and tax returns; (p) if required, audit costs (and Accounting Costs charged by the auditor);

(q) the preparation of the Accounts ready for audit; or

(r) answering any questions raised by the Auditor;

(s) distributing the Accounts to the Unit Holders including on the Trustee’s Website;

(t) costs of printing accounts, distribution statements and cheques in relation to the

Trust;

Accounting Standards has the same meaning as in Section 9 of the Corporations Act; Accounts means such of the following as are applicable: the statement of financial position, statement of financial performance and statement of cash flows for the relevant Accounting Period and includes disclosures, statements, reports and notes other than auditor's reports or director's reports, that if the Trust were registered are required by Section 295(3) of the Corporations Act to be attached to or read with any statement of financial position, statement of financial performance or statement of cash flows and includes the directors' declaration required by Subsections 295(4) and 295(5) of the Corporations Act; AFSL means Australian Financial Services Licence; AMIT means a trust which is an attribution managed investment trust for the purposes of section 276-10 of the Tax Act;

3

AMIT Choice means a choice by the Trustee under Section 276-10(l)(e)(i) of the Tax Act for the purpose of the Trust becoming a separate AMIT; AMIT Regime means the regime for the taxation of AMITs, as set out in the Tax Act; Applicant means any person who has completed and delivered to the Trustee or to a duly authorised lawful agent of the Trustee an Application being an offer to become a Unit Holder and made a payment or provided other consideration as required in Clause 3.2(c) (Payment of Application Money) but who is not yet a Unit Holder; Application means an application pursuant to Clause 3.2(a) (Application); Application Money means the amount payable by an Applicant with their Application;

ASIC means the Australian Securities and Investments Commission established under the Australian Securities and Investments Commission Act, 2001, or any delegate thereof;

ASIC Exemption means any exemption, modification or instrument granted by ASIC which relates to the Trust; Asset includes any contracts, rights, Investments and income forming for the time being a part of the Fund and the Warburton Global Macro Offshore Fund or any other sub-fund (without double counting), and where the context so admits, includes a proposed Asset, but does not include Application Money paid in connection with an Application in relation to Units that have not been issued, or money in the Distribution Account; Attorney has the meaning set out in Clause 12.13 (Attorney); Auditor means the auditor of the Trust; Australia means the Commonwealth of Australia and includes all its territories; Authorised Investments means: (a) Investments; (b) money; (c) interest bearing deposits at call or for a term not exceeding 3 months with any

Financial Institution; (d) negotiable certificates of deposit issued by or bills of exchange drawn, accepted

or endorsed by any Bank; (e) Cash Management Accounts; and (f) short term money market securities; and (g) government or semi-governmental securities.

Authorised Officer means the managing director of the Trustee for the time being; Authority means any Federal, State or local governmental or other public body or authority of any kind, including any relevant Minister of the Crown having jurisdiction in relation to the matter;

Bank means any authorised deposit-taking institution as defined in the Banking Act, 1959 (Cth);

4

Borrow includes:

(a) obtaining any loan or overdraft of other form of financial accommodation from any

Bank by the Trustee;

(b) obtaining any other form of loan or other financial accommodation from any person by the Trustee; and

(c) the raising of finance from any person on or by the issue of notes (convertible to Units

or otherwise) or bills or by any other form of financial accommodation whatsoever by the Trustee;

Business Day means any day upon which the trading banks in the State of Western Australia are open for business; Business Hours means the hours between 9.00 am and 5.00 pm on a Business Day; CAA means the Commercial and Arbitration Act (WA) 2012; Calculation Date means the last Business Day of a calendar month (for the purpose of calculating the Investment Manager’s Management Fee and the Investment Managers Administration Fee) or the last business day of a Quarter (for the purpose of calculating the Investment Manager’s Performance Fee) or in each case any other day the Trustee designates; Calculation Period means: (a) for the first Calculation Period, the period from the Commencement Date to the next

Calculation Date;

(b) for the last Calculation Period, the period from the day after the preceding Calculation Date to the date of termination of this document; and

in all other circumstances, the period from the day after the preceding Calculation Date to the next Calculation Date. Cash Management Account means an account comprising of one or more cash management financial products issued by a Bank, including without limitation unsecured deposit notes and interests in a cash trust which is a registered managed investment scheme; Class means a class of Units in the Trust; Class Net Asset Value means that proportion of the Net Asset Value as is attributable to the Class; Clause means a clause, sub-clause, paragraph or sub-paragraph of this Trust Deed; Commencement Date means the date of the first allotment of Units under this Trust Deed; Company includes a corporation or public body or authority whether formed within or outside Australia; Complainant means a person making a Complaint;

5

Complaint means any expression (whether internal or external) of dissatisfaction with the service offered or provided, and if external, whether by a Unit Holder or otherwise; Consultant includes any valuer, solicitor, barrister, accountant, tax consultant, auditor (including the Auditor) or other person appointed by the Trustee to give advice in relation to the Trust; Corporations Act means the Corporations Act 2001 of the Commonwealth of Australia and includes any rule, regulation, notice, order, regulatory guide, policy or by-law made under that act; Court has the meaning set out in the CAA;

Custodian means such person who for the time being has been appointed by the Trustee pursuant to Clause 13.3 (Appointment of Agent) to hold the Assets as agent or bare trustee for the Trustee; Date of Indexation means, with respect to the Trust, the first anniversary of the Commencement Date and to occur on each anniversary of the Commencement Date thereafter; Dispute means a question, dispute or difference between the parties in relation to this Trust; Distribution Account means the account referred to in Clause 20.4 (Distribution Account); Distributable Income for an Accounting Period is the amount to be distributed in accordance with Clause 21.6 (Distributable Income); Financial Institution means: (a) any Bank; and

(b) any other Company which is registered under the Financial Corporations Act, 1974

of Australia or is exempted from the application of that Act pursuant to Section 8(2)(1) thereof;

Financial Records has the same meaning as in Section 9 of the Corporations Act; Financial Year means the period from 1st July (unless from the context the period must commence later by reason that it is the first such period) to 30th June inclusive in the next following year (unless from the context the period must conclude earlier by reason that it is the last such period);

Fully Paid Unit means a Unit in respect of which the whole Issue Price has been paid; FUM means Gross Asset Value; Fund means all the Assets for the time being held by the Trustee pursuant to this Trust Deed; Gross Asset Value at any time means the value of all Assets at that time, as most recently calculated; GST has the meaning given in the GST Legislation; GST Legislation means A New Tax System (Goods and Services Tax) Act 1999 and any other Law implementing the GST;

6

High Water Mark means the Class Net Asset Value per unit at the end of the most recent Calculation Period in respect of which a Performance Fee was paid to the Investment Manager. Where the Performance Fee is paid for the first time the Class Net Asset Value for the purposes of this definition means $1.00); Holding Statement means a statement issued from time to time pursuant to Clause 25.8 (Holding Statements) setting out the Units held by a Unit Holder; Hurdle Rate means an amount equal to 10% per annum of the Net Asset Value at the end of the previous Calculation Period to the Calculation Date calculated from day to day; IAMA means the Institute of Arbitrators and Administrators Australia (Western Australian Chapter): Increase (for the purpose of calculating the Investment Manager’s Performance Fee in Clause 22.10) is defined in Clause 22.11; Indexed means adjusted on the Date of Indexation, by the aggregate percentage change in the Consumer Price Index (All Cities) for the previous FOUR (4) quarters most recently published by the Australian Bureau of Statistics prior to the Date of Indexation (or if in the opinion of the Trustee that method of calculation is no longer appropriate, such other index number as is recommended by the Auditor as fairly and reasonably taking into account inflation or deflation, and is approved by the Trustee); Information Memorandum means an information memorandum, product disclosure statement, or other disclosure document for the Trust issued in accordance with the provisions of the Corporations Act or under any exception or exemption and pursuant to which Units may be applied for and includes any replacement or supplementary Information Memorandum; Interim Distribution has the meaning set out in Clause 20.2 (Interim Distributions); Investment includes: (a) investment in the Warburton Global Macro Offshore Fund;

(b) any security, financial product or derivative as each expression is defined in

Chapter 7 of the Corporations Act;and (c) any one of the assets, property, investments or rights forming for the time being part

of the Fund including the assets and goodwill of any business vested in and/or carried on by the Trustee and includes any security or financial interest or instrument, including any cash, note, stock, share, bond, debenture, equipment lease certificate, equipment trust certificate, trade acceptance, loan or other evidence of indebtedness, certificate of deposit, bank certificate for any commodity (and any physical commodity, including any warehouse receipt), certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organisation certificate or subscription, share, limited liability company interest, general or limited partnership interest, unit, interest in any other type of investment vehicle, investment contract, derivative, futures contract, option thereon, commodity option or other commodity contract traded on or subject to the rules of an exchange, contract market, over-the-counter market, board of trade or otherwise, put, call, straddle, option, or privilege on a financial instrument or interest (including instruments or interests relating to currencies or interest rates) or group or index thereof (including any interest therein or the value thereof), spot, forward or option contract in currency or any commodity, swap agreement, swaption, cap, collar, floor, forward rate agreement, forward

7

contract, forward commitment for the purchase or sale of sovereign bonds and over-the-counter, contract for differences, exchange traded products, notional principal contract, other derivative instrument (regardless of the types or numbers of indices, rates, currencies, values, amounts, conditions, events or contingencies on which it is based or to which it refers), hybrid instrument, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, or, in general, any interest or instrument commonly known as a “security” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of or warrant or right to subscribe to or purchase, any of the foregoing; or

the terms “Investment” and “Investments” are to be interpreted in the broadest possible manner and will include all types of securities, financial instruments, investments, or interests, whether in existence or available at the time this Deed is entered into or thereafter created, conceived, developed, or made available.

Investment Advisory Committee means a committee of Unit Holders which may be formed by the Trustee in such a manner and on such terms as the Trustee requires so that the Trustee may have representatives of the Unit Holders to consult in relation to the Trust;

Investment Management Agreement means the agreement entered into between the Trustee and the Investment Manager in relation to the management of the Trust;

Investment Manager means WARBURTON INVESTMENT MANAGEMENT PTY LTD ACN 606 839 196, a company incorporated in Australia and having its registered office at 19 / 40 Quentin Avenue, Claremont, Western Australia 6010;

Investment Manager’s Management Fee means the fee set out in Clause 22.8

Investment Manager’s Administration Fee means the fee set out in Clause 22.9;

Investment Manager’s Performance Fee is defined in Clause 22.10;

Issue Price means:

(a) in relation to the Seed Class of Units:

(i) the initial Information Memorandum or other initial offer or invitation to acquire Units, the sum of ONE DOLLAR ($1.00) per Unit; thereafter

(ii) the Net Asset Value plus Transaction Costs (if any) each on the last day on which the Net Asset Value was calculated prior to the issue of the Seed Class of Units, divided by the number of Units on Issue, rounded up or down as appropriate to the nearest one tenth of one cent (or otherwise as the Trustee decides).

(b) in relation to the Series Class of Units:

(i) the initial Information Memorandum or other initial offer or invitation to acquire Units, the sum of ONE DOLLAR ($1.00) per Unit; thereafter

(iii) the Net Asset Value plus Transaction Costs (if any) each on the last day on which the Net Asset Value was calculated prior to the issue of the Series Class of Units, divided by the number of Units on Issue, rounded up or down as appropriate to the nearest one tenth of one cent (or otherwise as the Trustee decides).

8

Law includes any statute, enactment, code, ordinance, rule, regulation, notice, order or by-law of Australia or any State or any Authority and any decree order or judgment of any competent court whether of Australia or of any State;

Liabilities at any time means:

(a) all liabilities of the Trust or, where appropriate, a proper provision in accordance with Accounting Standards; plus

(b) each other amount that the Trustee determines should be taken into account in determining the liabilities of the Trust;

Minimum Subscription means the minimum number of Units, if any, specified in an Information Memorandum, issued in respect of the Trust, as the minimum number of Units in respect of which Applications must be received by the Trustee or underwritten before any Units may be issued and before any Applicant may become a Unit Holder;

money includes cash, bank cheque or cheque which has been duly honoured and thereupon credited to the account of the payee;

Net Accounting Income means the net income of the Trust determined in accordance with Clause 19.4 (Net Accounting Income);

Net Asset Value means the Gross Asset Value less the aggregate of the amount of all Liabilities and (following a Distribution, the amount of any Distributable Income payable but not paid to Unit Holders on the day on which the value of the Units or Fund is determined);

Net Taxable Income means the net income of the Trust determined in accordance with Clause 21.5 (Net Taxable Income);

Net Trust Value at any time, means the Gross Asset Value less the Liabilities at that time.

Ordinary Resolution is defined in Clause 26.1(c) (Ordinary Resolution);

PPSR means the Personal Property Securities Register established under the Personal Property Securities Register Act 2009 (Cth) and includes any rule, regulation, notice, order, policy or by-law made under that act;

Quarter means any of the following periods, namely from 1st July to 30th September, from 1st October to 31st December, from 1st January to 31st March, and from 1st April to 30th June (unless from the context the period must commence later by reason that it is the first such period, or unless from the context the period must conclude earlier by reason that it is the last such period); and the word "quarterly" shall have a corresponding meaning;

Redemption means a partial withdrawal or a full withdrawal and cancellation of Units;

Redemption Notice has the meaning set out in Clause 11.2 (Form of Redemption Notice);

Redemption Price means the Net Trust Value less Transaction Costs (if any) each on the day prior to the issue of Units divided by the number of Units on Issue, rounded up or down as appropriate to the nearest one tenth of one cent (or otherwise as the Trustee decides).

Register means the Register of Unit Holders kept pursuant to Clause 25.1 (Register of Unit Holders) on which is kept details of the Unit Holders;

Seed Class means the Class of Units created for Unit Holders who were previously Unit Holders in the Warburton Global Fund;

9

Series Class means one or more Classes of Units each being a distinct and separate series of the Trust allotted on the Calculation Date; Special Resolution has the meaning set out in Clause 26.1(d) (Special Resolution); State means a State of Australia and also includes a Territory of Australia; Tax Act means the Income Tax Assessment Act, 1936 and the Income Tax Assessment Act, 1997, GST legislation and any other relevant taxation legislation, rulings and determinations including: (a) Tax Laws Amendment (New Tax System for Managed Investment Trusts) Act 2016

(Cth);

(b) Income Tax Rates Amendment (Managed Investment Trusts) Act 2016 (Cth);

(c) Medicare Levy Amendment (Attribution Managed Investment Trusts) Act 2016 (Cth); and

(d) Income Tax (Attribution Managed Investment Trusts – Offsets) Act 2016 (Cth); Taxes includes any present or future tax, duty, goods and services tax, or other tax, charge or levy, imposed, collected, withheld or assessed on the Trustee or Unit Holders including on or in connection with the: (a) receipt of Application Money; (b) allotment of Units; (c) acquisition, sale or other disposal or discharge of Investments; (d) the Fund; (e) receipt of income; (f) payment of costs and expenses; and (g) distributions to Unit Holders; Text Message means a communication using a short message texting service to mobile devices, including cellular phones and smartphones; Transaction Costs means: (a) when calculating the Issue Price of a Unit, the amount that the Trustee reasonably

estimates as reflecting any costs and expenses including any Taxes which would be incurred if all the Assets were to be acquired at the relevant time; and

(b) when calculating the Redemption Price of a Unit, the amount that the Trustee

reasonably estimates as reflecting the total costs and expenses including commissions and Taxes which would be incurred if all the Assets were to be sold at the relevant time,

in each case excluding the cost of the Assets, but the Trustee may at any time in connection with a particular application treat these costs to be a lesser sum or zero;

10

Trust means the WARBURTON GLOBAL MACRO FUND a wholesale managed investment scheme constituted by this Trust Deed;

Trust Deed means this present Trust Deed and other agreements as may be in force for the time being modifying or repealing and replacing this present Trust Deed or this present Trust Deed as previously modified, repealed or replaced;

Trustee means the Trustee for the time being under this Trust Deed in its capacity as trustee of the Trust and otherwise, whether original, additional or substituted;

Unit means one of the equal undivided interests comprising a certain proportionate share of the beneficial ownership of the Trust;

Unit Holder means the person (or in the case of joint Applicants or successors or permitted transferees, each of those persons) who becomes a party to this Trust Deed (as a Unit Holder) as a result of either:

(a) the acceptance by the Trustee of an Application and the allotment of one or more Units to the Applicant; or

(b) the transfer or transmission of a Unit pursuant to the provisions of this Trust Deed;

and who remains registered as the holder for the time being of any Unit;

and the expression Unit Holders means all the Unit Holders;

Unit Holder’s Proportion means, in relation to each Unit Holder, the following fraction:

UT

where:-

U is the number of Units registered in the name of the Unit Holder; and

T is the total number of Units on Issue;

Units on Issue in the Trust means all Units issued in the Trust and not cancelled;

Warburton Global Fund means the wholesale fund of that name formally managed by the Investment Manager;

Warburton Global Macro Offshore Fund means a Cayman Islands exempt company with limited liability controlled by the Investment Manager, or any other fund or entity which replaces the Warburton Global Macro Offshore Fund (with the consent of the Trustee);

Website means the website of the Trustee for the time being.

2. INTERPRETATION

2.1 Unless the context otherwise requires:

(a) the singular number includes the plural and vice versa;

(b) words denoting one gender shall be deemed to include any of the other genders;

11

(c) references to “associate”, “deal”, “derivative”, “financial product”, "related" corporation, “security”, or "subsidiary" of a corporation shall be taken as references to those expressions as defined in the Corporations Act;

(d) references to a "person" include a company, firm or body of persons; (e) where the word "including" or "include" is used, it is to be taken to be followed

immediately by the words "but not limited to" or "but are not limited to" as the case requires;

(f) references to "writing" include a facsimile transmission, electronic or mechanical

communication and any means of reproducing words in a tangible and permanently visible form;

(g) the headings preceding the text of any Clause in this Trust Deed have been

inserted for convenience of reference only and shall not be construed to affect the meaning construction or effect of this Trust Deed;

(h) for convenience words and phrases defined in this Trust Deed are indicated by

initial capital letters, but the absence of a capital letter shall not alone imply that the word or phrase is used with a meaning different from that given by its definition;

(i) where a word or phrase is defined, other parts of speech and grammatical forms

of that word or phrase shall have a corresponding meaning; (j) references to "dollars" and "$" shall be taken as referring to amounts in Australian

currency unless it is clear from the context that United States dollars or other currency is referred to;

(k) references in this Trust Deed to Clauses and paragraphs are references to Clauses

and paragraphs of this Trust Deed unless the context otherwise requires; (l) references to any Law shall be construed as including references to the Law as

amended or modified from time to time and in the event that the Law is repealed shall include references to any Law which replaces the Law so repealed and any amendments or modifications of the Law from time to time. References to any particular section which may be repealed and replaced shall include references to any section which replaces the section so repealed and any amendments or modifications to any section from time to time;

(m) calculations and amounts may be rounded up or down to the number of decimal

places as determined by the Trustee. Any excess Application Money or other money or property which results from rounding becomes an Asset of the Trust; and

(n) where another Clause of this Trust Deed is referred to in a Clause in this Trust Deed, the heading of the relevant Clause being referred to is set out alongside the Clause number in italics. To the extent to which there is in conflict between the Clause number actually referred to and the actual Clause number relating to the heading, the Clause number relating to the heading is to prevail and deemed to replace the number which does not relate to the heading.

2.2 This Trust Deed shall be deemed severable and if any portion hereof shall be held invalid for

any reason, the remainder shall not thereby be invalidated but shall remain in full force and effect provided that the portion severed is not fundamental to the Trust Deed.

2.3 This Trust Deed shall be construed in accordance with and governed by the Laws of the

State of Western Australia.

12

3. APPLICATION PROCEDURE 3.1 Information Memorandum

The Trustee shall not issue or offer to any person for subscription or purchase, or invite any person to offer, subscribe for or apply for any Units created or to be created under this Trust Deed unless the Trustee has issued an Information Memorandum in relation to such Units.

3.2 How to Apply Every Applicant shall submit to the Trustee on the Website of the Trustee electronically or by any other means permitted by the Trustee the following:

(a) Application

a duly completed Application being the form set out in the Website as applying to the current Information Memorandum issued by the Trustee, or in such other form as the Trustee may for the time being require, signed or executed by or on behalf of the Applicant; and

(b) Other Necessary Information

any other information as being necessary before an Application can be accepted as detailed in the Information Memorandum or on the Website; and

(c) Payment of Application Money

Payment of the Application Money for each Unit applied for.

3.3 Oversubscriptions The Trustee reserves the right to accept Applications for a number of Units in excess of that number of Units for which subscription is from time to time available.

3.4 In any Application, the Applicant may indicate whether it wishes distributions to be reinvested.

3.5 Until any Applicant becomes a Unit Holder, it shall not be bound by or entitled to the benefit

of any provisions of this Trust Deed as a Unit Holder. 4. BARE TRUST 4.1 Bare Trust

In the case of Applications made pursuant to an Information Memorandum, upon receipt by the Trustee of any amount representing the Application Money for Units or part thereof, whether by cheque or otherwise from any Applicant, the Trustee HEREBY DECLARES that until Minimum Subscription, if any, under the Information Memorandum has been attained, it shall henceforth hold all such amounts and any income thereon as a bare trustee for the Applicant.

4.2 Special Trust Account Any amounts so held shall be held and accounted for by the Trustee in one or more special trust Bank accounts established in the name of the Trustee and kept solely for the purpose of depositing Application Money in accordance with section 1017E of the Corporations Act.

13

4.3 Pooling of Amounts

Any amounts paid by any Applicant may be pooled in any one or more Bank accounts with amounts paid by any other Applicants pursuant to the same Information Memorandum.

4.4 Interest

Interest (if any) earned from money of any Applicant in any special trust bank account provided for in Clause 4.2 (Special Trust Account) shall be retained by the Trustee.

5. REFUSAL OF APPLICATIONS 5.1 Refusal

The Trustee may in its absolute discretion, refuse any Applicant in whole or part and thereafter give notice in writing to any Applicant to the effect that its Application has been refused.

5.2 The notice provided for in Clause 5.1 (Refusal) may specify that the Application has been refused:

(a) wholly, that is, with respect to all of the Units applied for; or (b) partly, that is, with respect to some of the Units applied for; (c) without giving any reasons therefore.

5.3 Upon the Trustee so giving notice under Clause 5.1 (Refusal), the Applicant shall be entitled to

be repaid the total amount paid by the Applicant with respect to the Units so refused. 5.4 If any Application is wholly refused then upon repayment of any money payable to the

Applicant under this Clause 5 (Refusal of Applications), the Applicant shall also cease to be an Applicant under this Trust Deed and have no rights or obligations in relation to this Trust Deed in any respect.

6. BECOMING A UNIT HOLDER 6.1 Applicant to Become Unit Holder on Allotment

Upon the Application of any Applicant being accepted by the Trustee in whole or part, the Applicant is deemed to have contemporaneously become a party to this Trust Deed as a Unit Holder and bound to the covenants and obligations on the part of each individual Unit Holder provided for in this Trust Deed and the Application Money formerly held in bare trust pursuant to Clause 4.1 (Bare Trust) on behalf of the Unit Holder in its capacity as an Applicant (or the proportion the subject of the acceptance) shall be deemed to be held by the Trustee in trust for the Unit Holder pursuant to the trusts under this Trust Deed and the Trustee shall enter the Unit Holder in the Register.

6.2 In no case shall it be necessary to communicate the acceptance of the offer to become a Unit Holder under this Trust Deed to any Applicant who shall become a Unit Holder and shall be bound to this Trust Deed on the acceptance by the Trustee of the Application.

6.3 In the event that an Application is accepted by the Trustee but the Applicant’s Application Money is subsequently not cleared, any interest which the Unit Holder may have otherwise acquired under this Trust Deed is deemed void.

14

6.4 No Minimum Subscription

If Minimum Subscription in relation to any Information Memorandum does not take place within such time as may be specified in the Information Memorandum, which time may be varied at the Trustee’s discretion, the Trustee shall not accept any Application from Applicants pursuant to that Information Memorandum, and the Trustee shall within SEVEN (7) days of the end of such period repay to each Applicant so much of the Application Money as has been paid by those Applicants.

7. UNITS 7.1 Character of Units

The beneficial interest in the Trust as originally constituted and as subsisting from time to time shall be divided into Units.

7.2 Every Unit shall entitle each Unit Holder together with all other Unit Holders for the time being to a beneficial interest in the Trust as an entirety but shall not confer any interest in any particular part of the Fund nor entitle a Unit Holder to any particular Asset or any part thereof except only for such interest in the Fund as a whole as is conferred by a Unit under the provisions of this Trust Deed.

7.3 Subject to any Law to the contrary, the Trustee shall at all times be entitled to the benefit of

every Unit on Issue except during such periods as there is some person registered as the Unit Holder in relation to the Unit or entitled to be so registered. While the Trustee is so entitled to the benefit of any Unit, the Trustee shall be deemed to be the Unit Holder of the Unit.

7.4 Subject to the rights and obligations attaching to any class, the following provisions of this

Clause shall apply.

7.5 Every Unit of the same Class shall confer an undivided beneficial interest in the Trust equal to every other Unit of the same Class.

7.6 Units of the same Class shall rank pari passu with each other and shall be deemed to be

equal in all respects. 7.7 Once created, Units shall continue in existence until cancelled in accordance with this Trust

Deed. 7.8 Division of Units in Trust

The Trustee may at any time in its discretion, without making any addition to the Trust, divide the Trust into any number of Units other than the number into which the Trust is for the time being divided.

7.9 Units as Consideration

The Trustee may issue to any Unit Holder Units at the Issue Price.

7.10 Fractions of Units

The Trustee may issue or redeem fractions of Units to such number of decimal places as the Trustee decides. Where a Unit Holder holds more than one Unit, the Trustee may consolidate fractions in such way as it decides.

15

8. CLASSES

8.1 The Trustee may issue any Class of Units with such rights or obligations (including method of valuation, fees, distributions and rights on winding up) provided those rights and obligations are not prejudicial to any existing Unit Holder including:

(a) One or more Seed Classes in accordance with Clause 8.2; and

(b) One or more Series Classes in accordance with Clause 8.2.

8.2 A separate and distinct Seed Class or Series Class of Units may be issued at each Calculation

Date.

8.3 All or any of the rights and privileges attached to any class (unless otherwise provided by the terms of issue of the Units of that class) may be varied or cancelled, including by converting or reclassifying units from one class to another.

8.4 The rights conferred on the Unit Holders who hold the Units of any class will not, unless otherwise

expressly provided by the terms of issue of the Units of that class, be deemed to be varied by the creation or issue of further Units ranking equally in respect of those rights.

9. TRANSFER OF UNITS 9.1 No dealings by Unit Holders

No Unit Holder shall voluntarily or involuntarily sell, transfer, assign, gift, charge or otherwise deal with any Units except in accordance with this Trust Deed.

9.2 Transfer Forms

Transfers shall be in such form as may from time to time be prescribed by the Trustee or are otherwise acceptable to the Trustee.

9.3 Signatures Required and Effective Date

Any transfer of a Unit Holder’s Unit(s) must be signed by both the transferor and transferee and shall state that the transferee agrees to be bound by this Trust Deed. The transferor shall be deemed to remain the holder of any Units until the name of the transferee is entered in the Register in respect of such Unit(s) by the Trustee.

9.4 Entry of Transfer

Upon being satisfied that the provisions of this Clause have been complied with, the Trustee shall make the appropriate entry of the transfer in the Register.

9.5 Instrument of Transfer to be Retained by Trustee

Every instrument of transfer shall be retained by the Trustee.

9.6 Transferee to be Bound

A transferee in respect of a Unit shall be bound by the provisions of this Trust Deed.

16

10. TRANSMISSION OF UNITS 10.1 Right to Survivorship

In case of the death of any of two or more Unit Holders who are joint holders any Units, the survivor or survivors will be the only persons recognised by the Trustee as having any right or interest in such Units.

10.2 Right to Units shall Vest In Legal Personal Representative

The legal personal representative of a deceased Unit Holder (not being one of several joint holders) shall be the only person recognised by the Trustee as having any right or interest in a Unit registered in the name of the deceased Unit Holder.

10.3 Transmission

Any person becoming entitled and subject to the rights and obligations of a Unit Holder under any Units in consequence of the death, bankruptcy or mental incapacity of a Unit Holder shall, upon producing such evidence as may from time to time be required by the Trustee, have the right either to be registered himself as a Unit Holder and holder of any such Units or to transfer the Units in the same way as the Unit Holder would have been able to do before his death, bankruptcy or mental incapacity, as the case may be.

10.4 In any such case referred to in Clause 10.3 (Transmission) the person desiring to be registered as a Unit Holder and holder of any Units shall deliver to the Trustee such declarations and forms as may from time to time be prescribed by the Trustee or as the Trustee may require.

10.5 Rights and Restrictions Before Registration

A person becoming entitled to any Units in consequence of the death, bankruptcy or mental incapacity of a Unit Holder shall be entitled to receive and may give a discharge for all moneys payable in respect of a Unit, but that person shall not be entitled to receive notices of or attend or vote at any meetings held pursuant to this Trust Deed until the person has become registered as a Unit Holder.

11. REDEMPTION

11.1 When a Redemption Notice may be given (a) The Trustee may request any Unit Holder redeem some or all of any Units held (a

Redemption Notice) at their discretion at any time; and

(b) Any Unit Holder may give the Trustee a request to redeem some or all of their Units at any time.

11.2 Form of Redemption Notice

The Redemption Notice shall be in writing or in such form from time to time prescribed by the Trustee.

11.3 A Redemption Notice shall:

(a) specify the number of Units required to be bought back; and

(b) if so required by the Trustee be accompanied by evidence of the Unit Holder's authority to deal with the Units, as the Trustee may reasonably require;

17

(c) be signed or executed by or on behalf of the Unit Holder;

(d) be delivered to the office of the Trustee or any other place agreed to by the Trustee.

11.4 If Redemption in Full is not Possible

In the event that there is insufficient money to enable the Trustee to redeem all of the Units the subject of Redemption Notices, the Trustee may redeem such proportion of the amount requested in each Redemption Notice as the Trustee in its absolute discretion determines.

11.5 Amount to be Paid on Redemption Unless otherwise provided in this Trust Deed, on a Redemption the Trustee shall in respect of each Unit comprised in the Redemption Notice and which is to be bought back, pay or cause to be paid to the Unit Holder who requested the Redemption the Redemption Price per Unit as at the date of delivery of the Redemption Notice multiplied by the number of Units to be bought back less any Taxes which may be payable on or in respect of the Redemption Notice (and which the Trustee shall promptly pay or cause to be paid to the relevant Authority).

11.6 Redemption Leaving Unit Holder with Less than the minimum number

If a Redemption Notice relates to part only of the Units held by the Unit Holder and acceptance of the notice would result in the aggregate value of remaining Units held by the Unit Holder falling below the minimum amount which may be lodged as Application Money fixed by the Trustee under the most recent Information Memorandum, the Trustee at its option may by notice in writing to the Unit Holder require the Unit Holder within FOURTEEN (14) days to elect, and if no such election is made within such period of FOURTEEN (14) days, the Trustee may make such election on behalf of the Unit Holder, that the Redemption Notice shall apply either to;

(a) only that number of Units which would ensure that the aggregate value of the

remaining Units held by the Unit Holder is not less than the minimum amount which may be lodged as Application Money under the relevant Information Memorandum; or

(b) all of the Units held by the Unit Holder.

11.7 Procedure

The Trustee shall have the following options in relation to the method by which Units are to be redeemed following delivery of a Redemption Notice, and may elect to use one or such combination of these methods as the Trustee deems fit:

(a) to effect a redemption by making payment directly to the Unit Holder from the Fund;

or (b) to redeem the Units in accordance with Clause 11.9 (Transfer of Specific Assets) by

transferring specific Assets to the Unit Holder to satisfy the amount payable to the Unit Holder PROVIDED THAT the consent of the Unit Holder is first obtained.

11.8 Methods of Payment Where the Units specified in a Redemption Notice are being bought back and payment must be made under this Clause to the Unit Holder, the Trustee shall determine having regard to the interests of Unit Holders as a whole whether the Trustee is to provide the money by:

(a) using money for the time being forming part of the Fund; or

18

(b) realising Assets.

11.9 Transfer of Specific Assets

Where the Units specified in a Redemption Notice are being bought back and the Trustee elects to transfer specific Assets to the Unit Holder which election shall only be made with the consent of the Unit Holder, then in lieu of receiving payment, the Unit Holder shall be obliged to take a transfer of the specific Assets on the condition that any costs of transfer are borne by the Unit Holder.

11.10 Assets to be so transferred shall be valued at the most recent valuation prior to the date of transfer of the Assets to the Unit Holder.

11.11 Consequences of Redemption

A Unit shall be deemed to have been redeemed upon payment to the Unit Holder of the Redemption Price or upon transfer to the Unit Holder of Assets in accordance with Clause 11.9 (Transfer of Specific Assets), and thereupon the number of Units so bought back shall be regarded as having been redeemed and cancelled and shall not thereafter be reissued, but this shall not restrict the rights of the Trustee to create and issue additional Units.

11.12 Entries in The Register

On the Redemption of any Units the Trustee shall make an appropriate entry in the Register specifying the number of Units which have been redeemed.

11.13 Apportionment of Redemption Price

The Trustee may, at its sole discretion, determine what portion of the Redemption Price to be paid to the Unit Holder represents a share of the Distributable Income and of realised capital gains of the Fund for the Accounting Period during which the Unit is redeemed. Where the Trustee makes such a determination, the Trustee must notify the Unit Holder of the composition of the Redemption Price so determined as soon as reasonably practicable and in any event, within 90 days of the end of each Financial Year.

11.14 Suspension of Redemptions

The Trustee may suspend Redemptions:

(a) on termination of the Trust; or (b) on the Trustee serving a notice on Unit Holders of intention to terminate the Trust; or (c) upon a meeting of Unit Holders being convened to terminate the Trust; or

(d) upon the Trustee at any time determining that it is desirable for the protection of the

Fund or it is in the best interest of Unit Holders as a whole to suspend Redemptions; or

(e) in any particular case to comply with Anti-Money Laundering and Counter-Terrorism Financing Act, 2006 or any other legal or administrative requirements.

19

12. UNIT HOLDERS' RIGHTS 12.1 Unit Holders' Rights regarding the Fund

No Unit Holder shall have the right to require:

(a) payment to the Unit Holder of that part of any money comprising the Fund to which

it is beneficially entitled or entitled at Law; or (b) the transfer to the Unit Holder of any part of the Assets forming part of the Fund, subject always to the rights of the Unit Holder as expressly provided in this Trust Deed.

12.2 No Rights in relation to Assets

A Unit Holder shall not be entitled, other than as provided in this Trust Deed, to exercise any rights, powers or privileges in respect of any Assets.

12.3 No Apportionment of the Assets The Trustee shall not be obliged to make any apportionment of the Fund or to keep separate accounts in relation to each individual Unit Holder but shall hold and account for the whole of the Fund for the time being as one fund on the trusts of this Trust Deed.

12.4 Limitation of Unit Holders No Unit Holder may: (a) sell, transfer or otherwise dispose of their interest in the Trust except where the sale,

transfer or other disposition is the transfer of one or more Units held by the Unit Holder; or

(b) register the interest of the Unit Holder on any certificate of title held by the Trustee or

under the PPSR.

12.5 No Interference with Discretion No Unit Holder may interfere with or question the exercise or non-exercise by the Trustee of any of the powers, authorities or discretions conferred on it by this Trust Deed or in respect of any Assets.

12.6 No Rights Regarding Companies No Unit Holder shall have any right, by virtue of the Trustee holding an interest in a Company:

(a) to attend meetings; or (b) to vote, or take part in, or require the Trustee or the Trustee to vote in any particular

way or consent to any action; concerning that Company.

20

12.7 Relationships Between Each Unit Holder No Unit Holder shall have any relationship with any other Unit Holder except as specifically provided in this Trust Deed and the relationship between each Unit Holder and each other Unit Holder, between each Unit Holder and the Trustee, is not intended to be, shall not be deemed to be, and shall not be treated as a general partnership, limited partnership, joint venture, limited company or association; nor shall Unit Holders or any Unit Holder and the Trustee or any of them for any purpose be or be deemed or treated in any way whatsoever to be liable or responsible under this Trust Deed as partners or joint venturers.

12.8 Nothing in this Trust Deed is, or is intended to be, or shall be deemed to be a contract between Unit Holders and each Unit Holder shall take and enjoy all its Units and shall incur all its liabilities and obligations under this Trust Deed severally and independently of each other Unit Holder, and none of the undertakings or conditions in this Trust Deed on the part of any Unit Holder shall operate for the benefit of or be enforceable by any other Unit Holder or Unit Holders and no Unit Holder has any rights or claims against any other Unit Holder or Unit Holders.

12.9 No Unit Holder is, or is intended to be, or shall be deemed to be the partner, agent, or legal

representative of any other Unit Holder or of the Trustee, whether for the purpose of this Trust Deed or otherwise, nor shall any Unit Holder have any authority or power to act for or to undertake any obligation or responsibility or incur any liability on behalf of any other Unit Holder nor shall the Trustee (except where expressly provided) have any authority to act for or to undertake any obligation or responsibility or incur any liability on behalf of any Unit Holder.

12.10 Limitation of Liability of Unit Holders

Except as provided by any express indemnity given by any Unit Holder to the Trustee, the entire liability of each Unit Holder will be limited to the payment of the unpaid portion of the Application Money in respect of each of such Unit Holder's Units, and, upon any Unit becoming a Fully Paid Unit, no Unit Holder will have any liability to make any further contribution to the Fund or payment to the Trustee in respect of the Fully Paid Unit.

12.11 No Indemnity by Any Unit Holder Notwithstanding any other provision of this Trust Deed or provisions deemed to be included in this Trust Deed, no Unit Holder shall, by reason of this Trust Deed or by reason of the relationship created with the Trustee by this Trust Deed, be under any obligations personally to indemnify the Trustee, in the event of there being any deficiency in relation to the Fund except from any Units held by the Unit Holder including any Assets or other money held in the Fund.

12.12 No right of Unit Holders to withdraw

No Unit Holder shall have the right to withdraw and require the Trustee to realise the Fund except to the extent otherwise provided in this Trust Deed.

12.13 Attorney

A Unit Holder may by written notice to the Trustee appoint a person to act on its behalf under this Trust Deed as a representative or agent (in this Clause 12 (Unit Holders’ Rights) called an "Attorney") in relation to the Units held by that Unit Holder with power in the name of the Unit Holder to subscribe for, purchase, sell, mortgage, redeem, convert, transfer, transmit or otherwise deal with the Units, and to give directions, authorities, requests and to receive payment in relation to the Units for and on behalf of that Unit Holder.

12.14 The notice so appointing the Attorney shall be in such form as the Trustee may for the time being require or approve, shall be signed or executed by the Unit Holder, and shall be delivered to the Trustee prior to any dealing or transaction in respect of which it is to be so used.

21

12.15 A Unit Holder may cancel any appointment of an Attorney by delivering a written notice to

the Trustee in such form as the Trustee may for the time being require or approve, signed or executed by the Unit Holder. Such cancellation shall not be effective until the written notice is in fact received by the Trustee and the Trustee shall not be held liable in any way whatsoever with respect to any transactions which are entered into by the Attorney after the appointment of the Attorney has been cancelled but before the written cancellation has been received by the Trustee.

12.16 The Trustee may in its absolute discretion accept or refuse the appointment of an Attorney or

refuse to accept or give effect to the exercise of any given authority of the Attorney, and the Trustee shall not be required to give any reason for such refusal.

12.17 Any direction or authority which the Trustee reasonably believes to have been given by any

partner or authorised officer of the Attorney shall be deemed to be a direction or authority validly given by the Attorney.

13. APPOINTMENT OF TRUSTEE 13.1 This Trust Deed operates as a deed and is binding on the Trustee and on each several Unit

Holder. 13.2 Appointment of Trustee as Trustee

Subject to the provisions of this Trust Deed, each several Unit Holder hereby irrevocably appoints the Trustee as its trustee in relation to the Trust with the powers, rights, duties and indemnities set out variously in this Trust Deed and the Trustee accepts such appointment.

13.3 Appointment of Agent The Trustee may appoint any person to perform all or any of the functions to be performed by the Trustee under this Trust Deed provided that no such appointment shall release the Trustee from its obligations under this Trust Deed with respect to which the Trustee shall remain liable.

13.4 Delegation to Officers of the Trustee

The Trustee may appoint its Managing Director for the time being and such other officers (whether jointly or severally) to exercise for or on behalf of the Trustee all or any of the powers and authorities exercisable by the Trustee under the provisions of this Trust Deed provided that the Trustee may not delegate the discretionary powers conferred upon it pursuant to this Trust Deed and further provided that the Trustee shall at all times remain liable for the acts and omissions of any Managing Director or other officer as if they were acts and omissions of the Trustee.

13.5 Appointment of Consultants by Trustee

The Trustee in carrying out and performing the duties on its part as owner of the Fund or any proposed Assets of the Fund may appoint and engage any Consultant and such other persons as may be necessary usual or desirable for the purpose of exercising its powers and performing its obligations. All reasonable and proper fees charges and moneys payable to any persons appointed pursuant to this Clause 13.5 (Appointment of Advisors by Trustee) and all disbursements, expenses, duties and outgoings properly chargeable (except fees, charges, disbursements, expenses, outgoings and other moneys payable, incurred by the Trustee or otherwise, prior to there being any Unit Holders) shall be paid from the Fund.

22

14. THE FUND

14.1 The Fund

The Fund shall consist of:

(a) any sums received by the Trustee (or any agent of the Trustee) and paid to the Trustee representing the Application Money paid for any Units but only after the Application has been accepted and the Trustee has resolved to issue the appropriate Units;

(b) any further Application Money paid to the Trustee following the issue of additional Information Memorandums but only after the Application has been accepted and the Trustee has resolved to issue the appropriate Units;

(c) any Assets including any reinvestments of any Assets and any amount standing in any bank account to the credit of the Trustee representing or derived from the Assets received by or paid to the Trustee;

(d) the proceeds of the sale or repayment of any Assets;

(e) all income, capital gains or other additions or accretions arising out of any Assets and not paid out or distributed by the Trustee under the terms of this Trust Deed;

(f) any other money received or held by the Trustee in trust for each Unit Holder under the terms of this Trust Deed or at Law;

(g) where the context so admits, includes a proposed Asset;

but does not include any money transferred into the Distribution Account.

14.2 Declaration of Trust

The Trustee hereby declares that it shall separately hold the Assets in the Fund and income from the Assets in trust for the Unit Holders subject to the provisions of this Trust Deed.

14.3 Application of Net Income from the Fund

As and when received by the Trustee, the Trustee shall pay into the bank account for the Fund any income and the proceeds of sale of any Assets.

14.4 Trust Name

The Trust is called the WARBURTON GLOBAL MACRO FUND or such other name as the Trustee in its absolute discretion shall determine.

14.5 Minimum Limit of the Fund

Notwithstanding any provision to the contrary in this Trust Deed, the Trustee shall not permit the Net Trust Value at any time to be reduced below the sum of $1.00 until the termination of the Trust.

15. TRUSTEE'S POWERS

15.1 Objective of the Trust

The objective of the Trust is to provide Unit Holders with long term capital growth without anymaterial correlation to any Australian asset class, by investing in a globally diversified

23

long/short portfolio of liquid exchange traded products or by investing indirectly via the Warburton Global Macro Offshore Fund.

15.2 Powers of Trustee

Subject to the provisions of this Trust Deed, the Trustee shall have all the powers over and in respect of the Assets of the Fund which it could exercise if it were a natural person and the absolute and beneficial owner of those Assets.

15.3 Specific Powers of Trustee Without in any way affecting the generality of the foregoing but subject to the provisions contained in Clause 30 (Protections & Indemnities) the Trustee shall have full and absolute powers, authorities and discretion: (a) [Authorised Investments] to invest in, purchase and otherwise acquire Authorised

Investments; (b) [Deal] to deal in Investments; (c) [Derivative] to enter into any derivative; (d) [Borrow] to Borrow on such terms as the Trustee in its absolute discretion thinks fit

and to grant security over, or security interests in the Assets; (e) [Obligations] to incur liabilities and obligations (including indemnities, guarantees,

warranties and representations);

(f) [Consultant] to appoint any Consultant to advise the Trustee in relation to the exercise of the Trustee’s duties in relation to the Trust;

(g) [Investment Advisory Committee] to form an Investment Advisory Committee and

may consult with the Investment Advisory Committee in relation to all or any issues concerning the operation of the Trust or the Investments;

(h) [records] to keep Financial Records relating to all financial transactions in relation

to the Trust;

(i) [tax returns] to prepare any necessary income tax and other returns in relation to the Trust and to apply for a ruling from the Australian Taxation Office;

(j) [audit] arrange for the audit of the Accounts as set out in Clause 18.4 (Auditor) and

to pay for the costs and expenses of any audit from money in the Fund;

(k) [insurance claims] to make any insurance claims on behalf of the Trust and to receive the proceeds from such claims on behalf of the Trust;

(l) [proceedings] to institute, prosecute, compromise and defend legal, arbitration or

dispute resolution proceedings or any of them;

(m) [settle and compromise] to make or defend claims in relation to the Trust, to litigate and be involved in dispute resolution proceedings, and to receive, collect and pay, settle and compromise any payments, debts, obligations, judgments or settlements in relation to the Trust;

(n) [GST] to register, to make elections, to complete any form required and to make

payment in connection with the payment of GST by the Fund and to keep records

24

relating to all financial transactions and prepare any necessary income tax, GST and other returns;

(o) [Bank Accounts] to operate any Bank accounts as are deemed necessary by the

Trustee; (p) [Attorney] to appoint any person as the representative or attorney of the Trustee

for the purpose of executing any document which the Trustee is permitted or authorised to execute by this Trust Deed or by Law and to revoke any appointment;

(q) [outgoings] to pay all outgoings connected with the Fund or this Trust Deed; and

(r) [indemnities under this Trust Deed] to indemnify the Trustee as provided in Clauses

22.19 (Indemnity for Legal Proceedings) and 22.20 (Indemnity for Tax Liability); and

(s) [other] to execute any deed, agreement, certificate or other document and to do all other things necessary to desirable in furtherance of the powers granted to the Trustee in this Clause 15.3 (Specific Powers of Trustee) and generally to do all things necessary to give effect to the terms of this Trust Deed.

15.4 The Trustee may decide how and when to exercise its powers in its absolute discretion.

15.5 Variation of Assets

The Trustee may at any time and from time to time sell, or otherwise dispose of, exchange, vary, modify or otherwise change any Assets forming part of the Fund.

16. ASSETS HOW HELD 16.1 Any money being part of the Fund will be held and accounted for by the Trustee in one or

more special trust Bank accounts established in the name of the Trustee and kept solely for the purpose of depositing the money being part of the Fund.

16.2 All Investments not being money and any other Assets not being money will be held in the name of the Trustee.

17. OVERALL DUTIES OF THE TRUSTEE

17.1 Duties of Trustee

Subject to this Trust Deed, in exercising its powers and functions, the Trustee shall. (a) act honestly; (b) exercise the degree of care and skill that a reasonable person would exercise if

they were in the Trustee’s position;

(c) act in the best interests of Unit Holders, and, if there is a conflict between the Unit Holders’ interests and its own interest, give priority to the Unit Holders’ interests;

(d) treat the Unit Holders who hold interests of the same class equally and Unit Holders

who hold interests of different classes fairly;

(e) not make use of information acquired through being the Trustee in order to gain an improper advantage for itself or another person, or cause detriment to the Unit Holders;

25

(f) ensure that the Assets are clearly identified as property of the Trust and held separately from property of the Trustee and property of any other managed investment scheme or trust.

17.2 Confidentiality

The Trustee must not disclose any information that it acquires under this Trust Deed in connection with the Trust or use it for a purpose not contemplated by this Trust Deed, except in the following circumstances: (a) disclosure is required by Law; (b) disclosure is necessary or desirable in the interests of Unit Holders in connection with

performing obligations under this Trust Deed;

(c) the disclosure is to an officer, employee, agent or contractor of the Trustee, to the extent that they need to know the confidential information;

(d) the disclosure is reasonably made to a Consultant or Bank;

(e) disclosure is reasonably considered necessary or desirable for an Information

Memorandum for the Trust;

(f) the person to whom the disclosure is to be made enters into a separate confidentiality agreement with the Trustee.

17.3 Reports

The Trustee shall provide to each Unit Holder annual reports, advising about the Fund and specifically advising about any fees and charges deducted by the Trustee or by an associate of the Trustee, and the latest Net Trust Value of the Fund.

18. ACCOUNTS 18.1 Accounts of the Trustee

The Trustee shall cause to be made proper and appropriate Financial Records relating to:

(a) income and expenditures in relation to all matters the subject of this Trust Deed (and in each case in respect of which such income and expenditures respectively take place);

(b) sales and purchases of Assets;

(c) transfer and transmission of Units; and (d) the assets and liabilities of the Fund;

which Financial Records shall be kept in such a manner as to enable them to be conveniently and properly audited according to Accounting Standards (if required under this Trust Deed).

18.2 The Financial Records shall be kept at the registered office of the Trustee. 18.3 Accounts

The Trustee must prepare or cause to be prepared Accounts of the Trust in accordance with the Accounting Standards.

26

18.4 Auditor

The Trustee may appoint an Auditor (the Auditor) to audit the Accounts of the Trust. 18.5 The Auditor shall be entitled to obtain from the Trustee all such information, accounts and

explanations as may be necessary to properly audit the Financial Records and Accounts. 19. INCOME 19.1 Fund of Net Income

The Trustee shall in each Accounting Period collect, receive and otherwise obtain all of the income of the Trust and use its best endeavours to ensure that this income is paid into a Bank account in the name of the Trustee on behalf of the Trust.

19.2 Income / Expenses The income and expenses of the Trust in an Accounting Period will be determined by the Trustee in accordance with Accounting Standards.

19.3 The Trustee may make provisions for transfers to or from reserve accounts, as the Trustee

deems proper in accordance with Accounting Standards. 19.4 Net Accounting Income

The Net Accounting Income of the Trust for any Accounting Period shall be the income of the Fund determined in accordance with Accounting Standards.

19.5 Net Taxable Income

The Net Taxable Income of the Trust for any Accounting Period (which will include any capital gains) shall be determined in accordance with section 95(1) of the Tax Act.

19.6 Distributable Income The Distributable Income shall be such amount as the Trustee in its absolute discretion decides having regard to the Net Accounting Income and the Net Taxable Income. The Distributable Income shall not include any fees payable to the Trustee.

19.7 Attribution of components of Net Taxable Income and tax offsets

Any components of the ordinary income, statutory income, exempt income, non-assessable non-exempt income and tax offsets (as defined in the Tax Act) of the Trust that are not attributed to Unit Holders under the preceding paragraphs of this Clause must be attributed to Unit Holders on a fair and reasonable basis.

19.8 Classification of items

The Trustee may decide the classification of any item, as being on income or capital account, and the extent to which reserves or provisions need to be made.

27

20. DISTRIBUTIONS 20.1 Entitlement to Distributable Income

Subject to any Law and any Taxes to be withheld by the Trustee, except to the extent to which Interim Distributions have been paid, each Unit Holder who is registered on the last day of an Accounting Period shall have an absolute vested and indefeasible interest in and will be presently entitled to call for payment of undistributed balance of the Unit Holder’s Proportion of the Distributable Income of the Trust for that Accounting Period.

20.2 Interim Distributions

The Trustee may declare and make one or more Interim Distributions of Distributable Income (Interim Distribution) at any time.

20.3 Final and Correcting Distribution

In the event that the Interim Distributions have not resulted in an amount equal to the Distributable Income being distributed in respect of the Accounting Period: (a) if too little has been distributed in the Interim Distributions, the Trustee must make a

final correcting distribution of Distributable Income within two (2) months of the end of any Accounting Period;

(b) if too much has been distributed in the Interim Distributions, the Trustee must withhold

the difference from one or more Interim Distributions after the end of the Accounting Period.

20.4 Distribution Account

Otherwise, the amount of money required to effect any distribution in respect of the Trust shall on or before the last day of an Accounting Period be transferred or deemed to have been transferred to a special account in the name of the Trustee to be styled with the words "Distribution Account".

20.5 Once so transferred, such money shall not for any other purposes of this Trust Deed be

deemed to be part of the Trust but shall be deemed to be held by the Trustee in trust for the Unit Holders entitled to it.

20.6 The Trustee shall from the total amount distributed to any Unit Holder retain any sum

necessary to avoid distributing fractions of one cent and any sum so retained shall for all purposes be treated as proceeds available for distribution pursuant to this Clause 19 (Distributions) on the next following distribution.

20.7 In addition to the distribution of Distributable Income in accordance with this Clause 19

(Distributions), the Trustee may distribute from time to time the Unit Holder’s Proportion of all or part of any amount standing to the credit of Unit Holders.

20.8 Minimum Distribution

The Trustee may transfer capital to the Distribution Account to enable distribution to Unit Holders of the minimum amount necessary to avoid the Trustee, as trustee of the Fund, becoming assessable to pay tax under the Tax Act.

28

20.9 Composition of Distribution

Within 2 months of the end of each Financial Year, the Trustee must notify the Unit Holders of the extent to which a distribution of any Distributable Income comprises Net Taxable Income and other kinds of income or gains.

20.10 Capital Distributions

The Trustee may at any time distribute capital of the Fund to Unit Holders, each Unit Holder being entitled to the Unit Holder’s Proportion of the amount of capital being distributed.

20.11 Withholding In the event of the Trustee being liable to deduct any Taxes in respect of a distribution to a particular Unit Holder, the amount of such Taxes (whether withholding tax or otherwise) shall be deducted from the amount to be distributed to such Unit Holder before payment of the balance to the Unit Holder.

20.12 Other Provisions

The Unit Holder’s Proportion of the grossed up amount under the Tax Act in relation to tax credits or franking rebates is taken to be distributed to the Unit Holder for the Accounting Period.

20.13 Tax statement

The Trustee will provide each Unit Holder with a written tax statement that includes details of the components of Net Taxable Income and tax offsets that have been attributed to that Unit Holder. The tax statement must also notify the Unit Holders of the extent to which a distribution of any Distributable Income comprises Net Taxable Income and other kinds of Income or gains. The tax statement will be provided on or before 30 September following the end of the Accounting Period or such other date as may be required by relevant legislation.

21. AMIT REGIME

21.1 AMIT Election The Trustee may make an AMIT Choice in relation to the Trust that applies to a Financial Year. As a consequence, the AMIT Regime and the provisions in Schedule 2 will apply to the Trust notwithstanding any provisions to the contrary in the body of the Trust Deed.

21.2 If Distributions are made on the basis that the Trust is not an AMIT If the Trustee makes distributions on the basis that the Trust is not an AMIT and then subsequently, the Trust becomes an AMIT in relation to the relevant Financial Year, the provisions of this Trust Deed including the Schedule shall be administered to reflect the validity and character of any distributions so made.

29

21.3 If the Trust is not an AMIT If, notwithstanding the Trustee making an AMIT Choice, the Trust does not become an AMIT in relation to the relevant Financial Year, nothing in this Clause will affect the validity or character of distributions made, and the provisions of this Trust Deed including Schedule 2 shall be administered to reflect the validity and character of any distributions so made.

21.4 Additional Powers In addition to the powers, authorities and discretion provided for in Clause 13.4 and elsewhere under this Trust Deed, the Trustee shall be deemed to have full and absolute powers, authorities and discretion to enable: (a) to enable the Trust to qualify as, and continue to qualify from time to time as,

separate AMITs in accordance with section 276-20 of the Tax Act;

(b) the Trustee to comply with the requirements of the AMIT Regime;

(c) the Trust to be properly administered and operated under the AMIT Regime; and

(d) the Trustee to maintain equity among Investors in the operation of the AMIT Regime.

22. REMUNERATION OF TRUSTEE

22.1 Availability of fees

The Trustee will only be entitled to the payment or reimbursement of costs, fees, disbursements, expenses and out-of-pockets incurred under this Clause 22 (Remuneration of Trustee) in relation to the performance of the Trustee’s duties under this Trust Deed where it has properly performed those duties.

22.2 Interest on Application Money

The Trustee shall be entitled to retain any interest earned on Application Money, as provided for in Clause 4.4 (Interest).

22.3 Credit card fee Should any Applicant pay by credit card, the Trustee may charge the Applicant a fee being the amount deducted in relation to the payment resulting from use of the credit card.

22.4 Establishment fee

Except to the extent paid by the Investment Manager, the Trustee shall be entitled to an establishment fee or to pay to the Investment Manager under the provisions of the Investment Management Agreement an establishment fee of up to $8,500 plus GST, payable from the Fund on the Commencement Date for establishment services performed by the Trustee or its solicitors prior to the Commencement Date including: (a) preparation of this Trust Deed through its solicitors; (b) preparation and issue of the Information Memorandum; (c) preparation of the Investment Management Agreement through its solicitors; (d) preparation of the FSA through its solicitors;

30

(e) any fees in relation to setting up the Application Account; and (f) any other preliminary or establishment services.

22.5 Trustee's Monthly Fee

Except to the extent paid by the Investment Manager, for carrying out services as Trustee during each month other than services paid for by other fees, the Trustee shall be entitled from the Fund:

(a) from the Commencement Date until the first anniversary of the Commencement

Date to a monthly fee of $1,500 plus GST per annum, payable on the last day of the relevant month; and

(b) from the first anniversary of the Commencement Date until the second anniversary of

the Commencement Date a monthly fee of $2,083 plus GST per annum, payable on the last day of the relevant month;

(c) thereafter from the second anniversary of the Commencement Date a minimum

monthly fee of $2,083 plus GST, plus the difference between $2,083 plus GST and

(i) if the FUM is between $16,00,000 to $20,000,000 then 0.20% of the FUM; (ii) if the FUM is between 20,000,001 to 35,000,000 then 0.18% of the FUM; (iii) if the FUM is between 35,000,001 to 50,000,000 then 0.16% of the FUM; (iv) if the FUM is between 50,000,001 to 100,000,000 then 0.14% of the FUM, payable on the last day of the relevant month,

Gross Asset Value being calculated monthly.

22.6 Trustee's Administration set up fee and Administration Fee

Except to the extent paid by the Investment Manager, the Trustee shall be entitled to an administration set up fee of $2,000 plus GST payable on the Commencement Date and a monthly Administration Fee which is not to exceed $3,000 plus GST per month.

(a) Trustee's financial statements fee

Except to the extent paid by the Investment Manager, the Trustee shall be entitled to a financial statements fee of $3,500 plus GST, Indexed, per financial statement.

(b) Trustee’s online Unit Holder portal fee

Except to the extent paid by the Investment Manager, the Trustee shall be entitled to an online Unit Holder portal fee for the Fund of $3,000 plus GST per annum if required for up to 250 Unit Holders. If required for more than 250 Unit Holders then the Trustee shall be entitled to the reasonable apportionment of the premium payable.

22.7 Trustee's PI insurance fee

Except to the extent paid by the Investment Manager, the Trustee shall be entitled to be paid a fee from the Fund for professional indemnity insurance of $250 plus GST per month (with a minimum of $3,000 per annum) from the Commencement Date until the Trustee is next obliged

31

to pay for professional indemnity insurance, and then the Trustee shall be entitled to reasonable apportionment of the premium payable after that time from the Fund.

22.8 The Investment Manager’s Management Fee

For each Class, the Trustee is entitled to pay to the Investment Manager from the Fund or the Investment Manager is entitled to be paid from the Warburton Global Macro Offshore Fund or any other sub-fund under the provisions of the Investment Management Agreement a fee (the Investment Manager’s Management Fee) equal to that proportion of 2% of FUM as at the Calculation Date as the number of days from the previous Calculation Date to the relevant Calculation Date bears to 365.

22.9 The Investment Manager’s Administration Fee For each Class, the Trustee is entitled to pay to the Investment Manager from the Fund or the Investment Manager is entitled to be paid from the Warburton Global Macro Offshore Fund or any other sub-fund under the provisions of the Investment Management Agreement a fee (the Investment Manager’s Administration Fee) equal to that proportion of 2% of FUM as at the Calculation Date as the number of days from the previous Calculation Date to the relevant Calculation Date bears to 365.

22.10 The Investment Manager’s Performance Fee

For each Class except the Seed Class, the Trustee is entitled to pay to the Investment Manager from the Fund or the Investment Manager is entitled to be paid from the Warburton Global Macro Offshore Fund or any other sub-fund under the provisions of the Investment Management Agreement a performance fee (the Investment Manager’s Performance Fee) for each Calculation Period having regard to the increase (if any) from the Class Net Asset Value at the end of the previous Calculation Period to the Class Net Asset Value at the end of the relevant Calculation Period (the Increase) calculated as set out in Clause 22.11.

22.11 Where the Increase exceeds the High Water Mark, the Investment Manager’s Performance Fee is equal to 20% of that proportion of the Increase that exceeds the Hurdle Rate, plus GST.

22.12 The Investment Manager’s Performance Fee will be calculated for each Calculation Period

on the Calculation Date and paid in in arrears by the Trustee.

22.13 Additional Services Fees

The Trustee shall be entitled to or shall be entitled to pay to the Investment Manager from the Fund or the Warburton Global Macro Offshore Fund or any other sub-fund under the provisions of the Investment Management Agreement Additional Services Fees (Additional Services Fees), payable out of the Fund on the 1st day of the following month after the issue by the Trustee or the Investment Manager of a Taxable Invoice for services performed by the Trustee or the Investment Manager in the preceding month after the Commencement Date in relation to the Trust at the Trustee’s usual rates per hour plus GST for the time being including:

(a) after the Commencement Date the preparation and (if required) lodgement of

any supplementary or replacement Information Memorandum;

(b) undertaking due diligence in relation to proposed Investments;

(c) any variations of the Investment Management Agreement after the Commencement Date;

(d) advertising or otherwise marketing and promoting the Information Memorandum;

32

(a) convening and holding any meetings of Unit Holders;

(b) making any alterations, modifications, additions to or cancellations of any provisions

of this Trust Deed;

(c) dealing with claims or demands by any other person in relation to the Trust or any Asset of the Trust;

(d) preparing any non-regulatory report or communication to Unit Holders;

(e) dealing with any professional indemnity insurance claims or other insurance claims;

(f) dealing with claims or demands by any person other than a Unit Holder unless such claim or demand was occasioned by the neglect or default of the Trustee;

(g) arbitration, mediation, litigation or other dispute resolution and negotiations in relation thereto unless such arbitration, mediation, litigation or other dispute resolution arose through the neglect or default of the Trustee;

(h) listing the Units on any Stock Exchange;

(i) operating any low volume market;

(j) negotiating with ASIC, the Australian Taxation Office or any other regulatory Authority;

(k) applying for any product ruling or for any private binding ruling or any variation thereto;

(l) save as otherwise expressly provided in this Trust Deed, any other fees, costs, expenses, disbursements, or other amounts reasonably and properly incurred by the Trustee in connection with the proper performance of its duties hereunder, PROVIDED that such disbursements and expenses are not payable in respect of any neglect or default on the part of the Trustee.

22.14 Indemnity for Out-of-Pockets Except to the extent paid by the Investment Manager, the Trustee shall (in addition to the remuneration provided for elsewhere in this Clause 22 (Remuneration of Trustee)) be indemnified from out of the Fund or shall be entitled to indemnify the Investment Manager from out of the Fund for any costs, fees, disbursements, expenses and out-of-pockets (but only if not incurred by the Trustee in-house) which the Trustee or the Investment Manager may reasonably and properly incur or in respect of which the Trustee or the Investment Manager is under an obligation to reimburse or indemnify any third party (unless the Trustee or the Investment Manager at its sole discretion chooses to waive payment in part or whole for such items) relating to the Trust, the administration or management of the Trust or the winding up of the Trust or otherwise in relation to the proper performance of its duties under this Trust Deed in relation to the Trust, including, by way of example only:-

(a) outgoings which are a reasonable and necessary incident of investing in the Assets

including any direct or indirect costs of investigation and due diligence, acquisition, development, custody, management, transfer, financing, leasing and disposal of any Asset or any proposed Asset (including outgoings incurred prior to there being any Unit Holders) and any negotiations relating thereto;

(b) costs of convening and holding any meetings of Unit Holders;

33

(c) after the Commencement Date the costs of preparation and (if required)

lodgement of any supplementary or replacement Information Memorandum (including the costs of obtaining any Consultant's opinions relevant to the Information Memorandum, and the costs of designing and printing the Information Memorandum);

(d) processing fees or commissions payable in respect of the receipt of money via credit

card, bank card or any other merchant facilities; (e) travel and accommodation expenses incurred by the Trustee’s officers, agents and

contractors in carrying out the duties and powers of the Trustee under this Trust Deed; (f) costs and expenses incurred by the Trustee in keeping and maintaining accounts,

financial records and the Register including costs relating to the purchase, lease or acquisition howsoever of computer hardware and software and wages directly attributable to maintaining the accounts, financial records and the Register;

(g) travel and accommodation costs incurred for the purpose of marketing and

establishing the Trust (even if incurred prior to the Commencement Date);

(h) making any alterations, modifications, additions to or cancellations of any provisions of this Trust Deed;

(i) expenses incurred in connection with the restructure of the Trust for any reason;

(j) expenses relating to the retirement or removal of the Trustee and the appointment of a new Trustee if requested by Unit Holders;

(k) outgoings which are a reasonable and necessary incident of investing in the Assets including any direct or indirect costs of investigation and due diligence, acquisition, custody, management, transfer, financing and disposal of any Asset or any proposed Asset (including outgoings incurred prior to there being any Unit Holders in the Trust);

(l) processing fees or commissions payable in respect of the receipt of Application Money via credit card, bank card or any other merchant facilities;

(m) dealing with Unit Holders and the Investment Advisory Committee;

(n) any out of pocket expenses incurred by members of the Investment Advisory Committee;

(o) costs and expenses incurred in monitoring the Assets;

(p) all fees and charges of any Authority in relation to the Trust or the Assets;

(q) postage of all notices, reports and all other documents or correspondence posted to all or any Unit Holders in accordance with the provisions of this Trust Deed or as required by any Law or otherwise considered necessary by the Trustee;

(r) costs of making electronic payment of any moneys;

(s) costs and disbursements charged by or payable to any Consultant (unless such costs and disbursements are incurred by reason of any neglect or default on the part of the Trustee), such costs and disbursements being in respect of services reasonably and properly sought by the Trustee in relation to the Trust or any

34

Investment or proposed Investment (including fees, charges, disbursements, expenses, outgoings and other moneys payable under Clause 13.5 (Appointment of Consultants by Trustee) or in relation to the preparation, printing and marketing of the Information Memorandum and verification and due diligence in relation to the Information Memorandum;

(t) valuation fees properly charged and payable for the valuation or re-valuation of any of the Assets for the time being comprised in the Fund or any proposed Assets;

(u) expenses incurred in connection with the inspection of the underlying assets of any Assets;

(v) fees and charges of any Authority; (w) disbursements in connection with the acquisition or disposal of any Assets including

but not limited to agent commissions, brokerage, legal costs and duty; (x) disbursements in connection with the issue or transfer of any Units pursuant to any

Information Memorandum including but not limited to legal costs and duty; (y) property agent's fees including property management fees, rent review fees, leasing

fees and lease renewal fees; (z) Taxes (but not Taxes on the Trustee payable on its own account); (aa) costs of printing accounts, distribution statements and cheques; (bb) costs of making electronic payment of any moneys; (cc) fees and expenses of the Custodian and any other agent or delegate of the Trustee;

(dd) costs and disbursements charged by or payable to any Consultant (unless such costs

and disbursements are incurred by reason of any neglect or default on the part of the Trustee), such costs and disbursements being in respect of services reasonably and properly sought by the Trustee in relation to the Trust or any Property Asset or proposed Property Asset (including fees, charges, disbursements, expenses, outgoings and other moneys payable under Clause 13.5 (Appointment of Advisors by Trustee)) or in relation to the preparation, printing and marketing of the Information Memorandum and verification and due diligence in relation to the Information Memorandum;

(ee) valuation fees properly charged and payable for the valuation or re-valuation of any

of the Assets or proposed Assets; (ff) insurance premiums; (gg) Borrowing costs, charges and expenses including the review of the documentation

relating to the Borrowing and any negotiations relating to the Borrowing; (hh) costs and expenses of instituting, prosecuting, compromising and defending legal,

arbitration, mediation or other dispute resolution proceedings, including travel and accommodation to confer with legal or other counsel, witnesses and experts and attend mediation meetings;

(ii) costs and expenses (legal or otherwise) incurred as a result of any claim under any

insurance policy or other claim for compensation;

35

(jj) costs and expenses of lodging returns or providing information required under any Law and by ASIC or any other Authority;

(kk) costs payable to ASIC, the Australian Taxation Office or any other regulatory Authority;

(ll) costs in relation to any Product Ruling or for any private binding ruling or any variation thereto;

(mm) costs in relation to dealing with Unit Holders’ representatives or committee representatives of Unit Holders;

(nn) travel and accommodation for meetings relating to the Trust or Property or proposed Asset not being a meeting of the board of directors of the Trustee;

(oo) travel to and from Perth or in the Perth metropolitan area for meetings relating to

the Trust and for inspection of Assets or proposed Assets;

(pp) costs in relation to dealing with claims or demands by any other person including fees payable to external complaints resolution entity following a complaint;

(qq) costs in relation to termination of any manager or sub-manager;

(rr) costs of custodial type services (setting up the Bank accounts, receiving fees, transferring money and accounting therefor);

(ss) if required, costs of accountants for preparing and submitting activity statements to the Australian Taxation Office;

(tt) any GST;

(uu) if required, paying income tax on behalf of the Trust;

(vv) if required by the Australian Taxation Office, costs of accountants for preparing and

submitting quarterly tax file number reports;

(ww) if required by the Australian Taxation Office, costs of accountants for preparing and submitting annual investment income reports;

(xx) costs of accountants for preparing the annual report and (if required) half yearly report;

(yy) if a Custodian with net tangible assets of $10 million or more is required then the costs of such Custodian;

(zz) cost of outside registry services for keeping the Register (including mail-outs, expenses incurred in calculating distributions to Unit Holders, payment of distributions and all other services normally provided by registry services);

(aaa) travel to and from and, where necessary, accommodation for the purpose of inspection of the Property Assets by an Expert appointed by: the Trustee; or other officers of the Trustee;

(bbb) payment of Bank fees including credit card transaction costs and merchant facilities;

(ccc) cost of professional indemnity insurance claims;

36

(ddd) cost of dealing with claims or demands by any person other than a Unit Holder

unless such claim or demand was occasioned by the neglect or default of the Trustee;

(eee) cost of arbitration, mediation, litigation or other dispute resolution and negotiations in relation thereto unless such arbitration, mediation, litigation or other dispute resolution arose through the neglect or default of the Trustee;

(fff) costs of handing over on retirement of the Trustee as Trustee or winding up the Trust in accordance with the Trust Deed;

(ggg) costs of listing the Units on any Stock Exchange;

(hhh) all costs, expenses, commissions, fees, rates, Taxes (including income tax), supervision and management charges, and other charges or outgoings payable in accordance with this Trust Deed in respect of the Assets;

(iii) all costs incurred by the Trustee in keeping or causing to be kept the books of accounts, including, without limitation, expenses in connection with the establishment and maintenance of accounting records and systems;

(jjj) any costs and disbursements reasonably and properly incurred which are payable to any Consultant properly engaged by the Trustee;

(kkk) postage in respect of all cheques, accounts, distribution statements, notices, reports and other documents posted by the Trustee to Unit Holders in accordance with the provisions of this Trust Deed;

(lll) costs of accountants preparing and printing accounts, distribution statements, cheques and other documents required to be prepared by the Trustee for dispatch to Unit Holders;

(mmm) costs, charges and expenses in connection with the, printing and postage of all financial and other reports which the Trustee wishes to forward to all or any of the Unit Holders and which are not covered by another paragraph of this Clause;

(nnn) disbursements in connection with the acquisition, registration, custody, disposal of or other dealing with or attempted or proposed acquisition, registration, custody, disposal of or other dealing with any Asset including but without limitation, duty, valuation fees, agent's commission, survey fees, registration fees, insurance premiums and legal costs and disbursements;

(ooo) all reasonable costs and expenses of any Auditor and any Auditor required to be appointed in connection with compliance;

(ppp) costs of operating any low volume market; (qqq) save as otherwise expressly provided in this Trust Deed, any other fees, costs, expenses,

disbursements, or other amounts reasonably and properly incurred by the Trustee in connection with the proper performance of its duties hereunder, PROVIDED that such disbursements and expenses are not payable in respect of any neglect or default on the part of the Trustee.

22.15 Calculation of out-of-pockets Out-of-pockets shall be payable up to the amounts invoiced by third parties.

37

22.16 Payments in respect of the Trust

Except to the extent that a service or expense is expressly provided for in Clauses 22.13 (Additional Services Fees) or 22.14 (Indemnity for out-of-pockets), the Trustee shall be responsible for payment of the following services and expenses with no right to any further remuneration or right of reimbursement:

(a) any and all costs, expenses and obligations in respect of its employees, contractors

and other service providers;

(b) appointing (and paying for) the Trustee’s board of directors;

(c) all preparations for and holding of board meetings;

(d) appointing (but not paying for) substitute or appropriate Independent Experts whether required for the AFSL or otherwise;

(e) holding of Trust books and records including (but not limited to) Trust documents, and

the Register;

(f) archiving, storage and retention of records as required under the AFSL;

(g) answering inquiries from Unit Holders in respect of the Trust;

(h) membership of an external complaints resolution entity required under the AFSL;

(i) negotiating with professional indemnity insurance brokers and arranging professional indemnity insurance in respect of the Trust (but not paying for the professional indemnity insurance);

(j) complying with all other statutory compliance obligations in respect of the Trust;

(k) any other work which might reasonably be the proper duty of a Trustee but which is

not of an interim, unusual or unexpected nature (such as the work described in Clause 22.13 (Additional Services Fees)).

22.17 Handling Fees

The Trustee shall be entitled to charge the transferor or assignor of any Units a handling fee of $100 plus GST for any transfer, deed of assignment or transmission.

22.18 No Disqualification for Related Parties

No person will be ineligible or disqualified for payment under this Clause 22 because they are related to, or are associates of the directors of the Trustee.

22.19 Indemnity for Legal Proceedings

Except to the extent paid by the Investment Manager, the Trustee may indemnify itself out of the Fund from and against any expense or liability that may be incurred by the Trustee in prosecuting or defending any action or suit arising in respect of the Trust (including the costs of obtaining Consultant’s opinions) except to the extent that any such expense or liability is attributable to any breach by the Trustee of its fiduciary duties.

38

22.20 Indemnity for Tax Liability Except to the extent paid by the Investment Manager, if for any reason the Trust or the Fund is assessed as being liable to pay taxation pursuant to the Tax Act, the Trustee may indemnify itself out of the Fund for any such tax.

22.21 Brokerage

Except to the extent paid by the Investment Manager, the Trustee may pay commission, brokerage or marketing fees to any agent or broker who has introduced a Unit Holder to the Trustee.

22.22 Waiver or Deferral of Fees and Remuneration

The Trustee may at any time and from time to time at its absolute discretion waive or defer payment of the whole or part of any fees, remuneration or reimbursement due to it generally or in relation to a particular Unit Holder or potential Unit Holder.

22.23 Differential fee arrangements

Subject to any Law and any ASIC Exemption, and notwithstanding paragraph (d) of Clause 17.1 (Duties of Trustee) the Trustee may agree with any Unit Holder fee arrangements in respect of that Unit Holder which are different from those provided for under this Trust Deed.

22.24 GST

In addition to any other amount payable under this Trust Deed to the Trustee, the Trustee may recover from the Fund any GST payable on the amount (subject to the Trustee issuing a valid tax invoice).

22.25 Trustee may buy in

At any sale of Assets, the Trustee or any associate, related corporation, director or other officer of the Trustee may buy in provided that they act with the utmost good faith to all the Unit Holders.

22.26 Issue of Units instead of payment The Trustee may elect that it is to be issued Units instead of money in payment of its fees or reimbursement of its expenses under this Trust Deed.

22.27 Apportionment of fees

Where the Trustee is entitled to recover any amount pursuant to this Clause and the total amount relates to more than one scheme for which the Trustee is the trustee or Trustee, the Trustee may apportion the amount between the Trust and other schemes in a manner as the Trustee considers in its absolute discretion to be fair and appropriate in the circumstances.

23. RETIREMENT OF THE TRUSTEE 23.1 Voluntary Retirement of the Trustee

The Trustee may retire at such time as it thinks fit and may appoint another company to be the new trustee.

39

23.2 Forced Retirement The Trustee must retire if any of the following events occur in relation to it, namely the Trustee: (a) ceases to carry on business; (b) is placed in liquidation, except for the purpose of amalgamation, reconstruction or

a purpose of a similar nature;

(c) has a receiver, receiver and manager, controller or administrator appointed to it or any of its assets for a continuous period of 30 days;

(d) ceases to hold an Australian Financial Services Licence or otherwise ceases to have

power to act as trustee under this Trust Deed. 23.3 The Trustee must retire if required by a Special Resolution of Unit Holders. 23.4 When the Trustee retires or is removed, the Trustee is released from all obligations in relation

to the Trust arising after the time it retires or is removed.

24. PERIOD AND TERMINATION OF THE TRUST 24.1 Commencement of The Trust

The Trust shall be deemed to have commenced on the Commencement Date. 24.2 Period of the Trust

Subject to Clause 24.3 (Early Termination of Trust), the Trust shall terminate on the: (a) date being one day before the eightieth (80th) anniversary of the

Commencement Date. For the purposes of the Property Law Act 1969 (WA), that period of 80 years shall be the perpetuity period of the Trust;

(b) final distribution following sale of all Investments;

whichever occurs the first.

24.3 Early Termination of Trust

Early termination of the Trust may occur:

(a) at any time a meeting of Unit Holders under this Trust Deed may by Special Resolution resolve that the Trust be terminated, whereupon the Trustee shall wind up the Trust; or

(b) if the services of the Investment Manager are terminated 24.4 Requirement for Calling a Meeting of Unit Holders

(a) The Trustee must convene a meeting of Unit Holders (within 6 months of the date of any of the matters set out in this Clause occurring) if:

(i) the Trustee goes into liquidation; (ii) a receiver, receiver manager, controller or provisional liquidator is

appointed to the Trustee;

40

(iii) the Trustee has ceased to carry on business; or (iv) the Trustee breaches any of its obligations under this Trust Deed and does

not remedy that breach within a reasonable time.

(b) The purpose of the meeting is for Unit Holders to consider and vote on a Special Resolution to:

(i) direct the Trustee to terminate and wind up the Trust; or (ii) change the Trustee.

24.5 Following a Special Resolution by the Unit Holders to terminate the Trust the Trustee must:

(a) not accept any Applications and (b) not issue any new Units.

24.6 If the Trustee has not convened a meeting within the time period set out in Clause 24.4

(Requirement for Calling a Meeting of Unit Holders) that number of Unit Holders as represents a minimum of 5% of the face value of the Issued Units of the persons entitled to vote may together or alone convene a meeting as set out in Clause 24.4 (Requirement for Calling a Meeting of Unit Holders)

24.7 Consequences of Termination of Trust

Upon the early termination of the Trust pursuant to Clause 24.3 (Early Termination of Trust), the Trustee shall immediately sell, call in, convert and realise all Assets for the time being of the Fund and from the proceeds pay all proper costs and disbursements, commissions, brokerage fees, legal fees and other outgoings. The Trustee may, but need not, have regard to any contingency or outstanding matter and may, if it sees fit to do so, settle or discharge any such contingency for the Unit Holder or retain part or all of the Assets by way of indemnity in respect thereof but such retention shall not affect the release mentioned in Clause 24.11 (Release of Trustee upon Final Distribution).

24.8 The Trustee may, upon the early termination of the Trust pursuant to Clause 24.3 (Early Termination of Trust), postpone the sale, calling in, conversion and realisation of any part of the Assets for such time as it thinks (but no longer than 12 months without obtaining the approval of the Unit Holders in general meeting) and shall not be responsible for any loss attributable to such postponement.

24.9 Following a Special Resolution by the Unit Holders to terminate the Trust the Trustee must: (a) not accept any Applications and (b) not issue any new Units.

24.10 Final Distribution following Early Termination

The balance obtained after the sale of all Assets following a Special Resolution pursuant to Clause 24.3 (Early Termination of Trust), by the Unit Holders to terminate the Trust shall be distributed by the Trustee, as if the balance represented Distributable Income.

41

24.11 Release of Trustee upon Final Distribution Within 7 days of making the final distribution either pursuant to Clause 24.2 (Period of the Trust) or Clause 24.10 (Final Distribution following Early Termination) the Trustee shall forward to each Unit Holder a final statement setting out the details of the distribution and all payments otherwise made or allowed for, whereupon the Trustee shall be released from all further duties and obligations incurred under this Trust Deed in relation to the Unit Holders without prejudice to any liability of the Trustee previously incurred under this Trust Deed to the Unit Holders for any breach of its duties imposed by Law or otherwise.

24.12 Upon the release of the Trustee under Clause 24.11 (Release of Trustee upon Final

Distribution), each Unit Holder shall be released from all further duties and obligations incurred under this Trust Deed and in relation to the Trust, without prejudice to any liability of the Unit Holder previously incurred under this Trust Deed to any other party to this Trust Deed for any breach of the Unit Holder’s duties imposed by Law or otherwise.

25. REGISTER AND HOLDING STATEMENTS

25.1 Register of Unit Holders

An up-to-date register of Unit Holders (in this Trust Deed referred to as the Register) will be kept and maintained by the Trustee at its registered office, or principal place of business which contains the matters set out in Clause 25.2 (Matters to be entered in Register).

25.2 Matters to be entered in Register There shall be entered in the Register:

(a) the names and addresses of each Unit Holder; (b) the number of Units held by each Unit Holder; (c) the identity of the Information Memorandum in respect of which the Units are held; (d) the date on which the name of the Unit Holder is entered in the Register in respect

of such Units; (e) the date on which any person ceased to be a Unit Holder; and (f) any other information considered necessary by the Trustee.

25.3 No notice of trusts

Except as provided in Clause 25.5 (Trust may be marked in Register), no notice of any trust express or implied or constructive shall be entered in the Register and the person from time to time entered in the Register as the Unit Holder shall be the only person recognised by the Trustee as entitled to the Units registered in their name or to exercise the rights and privileges of a Unit Holder.

25.4 Except as provided in Clause 25.5 (Trust may be marked in Register), no person shall be recognised by the Trustee as holding any Unit upon any trust and the Trustee shall not be bound by or compelled in any way to recognise, even when having notice thereof, any equitable, contingent, future or partial interest in any Unit or any interest therein or, except only as the provisions of this Trust Deed otherwise provide, any other rights in respect of any Unit except an absolute right to the entirety thereof in the Unit Holder.

42

25.5 Trust may be marked in Register

Units held by a Unit Holder as trustee of a particular trust may be marked in the Register in such a way as to identify them as being held in respect of that trust but no liability shall be created by any such marking and the Trustee shall not be affected with notice of any trust recorded as aforesaid.

25.6 Change of Name or Address

Any change of name or address of any Unit Holder must be notified to the Trustee by the Unit Holder in writing.

25.7 Inspection and Copying

Any Unit Holder shall be entitled at all times when the registered office of the Trustee is open for business to the public, and without charge, to inspect and copy the Register.

25.8 Holding Statements

The Trustee may issue Holding Statements which shall: (a) be in a standard form as directed by the Trustee;

(b) specify the name and address of the Unit Holder and the number and class of Units

to which it relates;

(c) be dated

(d) be prima facie evidence that the person named in the Holding Statement is entitled to the number and class of Units therein specified.

26. MEETINGS OF UNIT HOLDERS

26.1 Corporations Act to govern calling of meetings

Meetings of Unit Holders shall be held as if the Trust is a registered managed investment scheme in accordance with the provisions of the Corporations Act with the following variations:

(a) Quorum

The quorum necessary for a meeting at which an Ordinary Resolution only is to be proposed shall be 2 Unit Holders. The quorum necessary for a meeting at which a Special Resolution only is to be proposed shall be that number of Unit Holders as represents a minimum of 10% of the face value of the issued Units of the persons entitled to vote.

(b) One Unit Holder

Where the Trust has only one Unit Holder, any resolution required to be passed at a meeting of Unit Holders can be done by the Unit Holder recording the resolution in writing and signing it.

(c) Ordinary Resolution

The expression Ordinary Resolution where used in this Trust Deed means a resolution passed at a meeting of Unit Holders duly convened and held in accordance with

43

the provisions in this Trust Deed by a majority of the persons voting thereat upon a show of hands and if a poll is demanded then by a majority of the votes given on such poll. Any resolution which may be put pursuant to this Trust Deed shall be an Ordinary Resolution unless otherwise provided.

(d) Special Resolution

The expression Special Resolution where used in this Trust Deed means a resolution passed at a meeting of Unit Holders duly convened and held in accordance with the provisions in this Trust Deed by a majority consisting of the holders of not less than 3/4ths of the face value of the Issued Units carrying the right to vote upon a show of hands and if a poll is demanded then by a majority consisting of not less than the holders of 3/4ths of the total face value of the Issued Units held by those persons voting on such a poll.

26.2 Signed Resolutions

The Unit Holders may pass a resolution without meeting. The resolution may be circulated to all Unit Holders entitled to vote in respect of that resolution. It is effective if it is signed by Unit Holders holding the required majority. The resolution will be taken to have been passed on the date specified in the resolution. If no date is specified, it will be taken to have been passed on the date on which the officer of the Trustee appointed to evaluate the result of the resolution receives the signed resolution.

27. COMPLAINTS

The Trustee will deal with all Complaints received by the Trustee according to the following methods: (a) all Complaints are to be acknowledged promptly and if made in writing a copy of

the Complaints handling procedures is to be made available to the Complainant on request free of charge;

(b) Complaints that do not require investigation are to be resolved immediately or

expeditiously; (c) otherwise, within 21 days of the Complaint being made, the Complaint is to be

investigated, the Complainant is to be given an opportunity to provide information, the Complaint is to be properly considered, and a report is to be prepared for the Managing Director of the Trustee;

(d) a decision is to be made by the Managing Director of the Trustee and the decision

communicated to the Complainant with the reasons for the decision within 28 days of the Complaint being made;

(e) if the Complainant remains unsatisfied, the Complainant is to be provided with

information as to appropriate avenues by which the Complainant can pursue the Complaint including notifying ASIC of the Complaint or having the Complaint resolved by an industry complaints tribunal; and

(f) the Complaints handling procedures are to be summarised in the Information

Memorandum, and a copy of them made available on request by any Unit Holder free of charge.

44

28. DISPUTE RESOLUTION 28.1 Dispute Resolution

Subject to Clause 28.3 (Interlocutory Relief and Insurance) and the CAA, in the event of any Dispute no party shall commence any Court action unless and until that party shall have availed itself of the following procedure:

(a) in every case of a Dispute any party may give to the other or others Notice setting

out the Dispute;

(b) if a Notice setting out the Dispute has been served, within ten Business Days of the Notice of Dispute senior representatives from each party must meet in good faith, act reasonably and use their best endeavours to resolve the Dispute by joint discussions;

(c) failing settlement by negotiation, either party may by notice to the other party,

refer the Dispute for resolution by mediation:

(i) at a location in Perth, Western Australia ; (ii) under the IAMA rules and guidelines for mediation; (iii) with one mediator; (iv) with English as the language of the mediation; (v) with each party bearing its own costs of the mediation;

(d) failing settlement by mediation, either party may, by notice to the other party, refer

the Dispute for the determination by an expert:

(i) at a location in Perth, Western Australia; (ii) by one expert who under no circumstances can be the same person as

the mediator; (iii) under the IAMA rules and guidelines for an expert determination; (iv) with English as the language of the expert determination; (v) with each party bearing its own costs of the expert determination;

(e) failing settlement by an expert determination, either party may, by Notice to the

other party seeking appointment of an arbitrator seek determination of the Dispute by arbitration in accordance with the CAA: (i) at a location in Perth, Western Australia; (ii) by an arbitrator agreed between the parties with 14 days of a Notice

seeking appointment of an arbitrator; or

(iii) if the parties do not agree on an arbitrator within 14 days of the Notice seeking appointment of an arbitrator, an arbitrator appointed at the request of either party by the President for the time of the Western Australia Law Society.

45

28.2 If a party appeals to the Court on a question of law arising out of an award then the other party is deemed to have agreed that an appeal may be made under the CAA.

28.3 Interlocutory relief & Insurance

Nothing in this Clause: (a) prevents a party seeking urgent or interlocutory relief in an appropriate court where

urgency or the circumstances otherwise reasonably require; and

(b) requires a party to do anything which may have an adverse effect on, or compromise that party’s position under, any policy of insurance effected by that party.

28.4 Any information or documents disclosed by a Party during the course of the discussions under this Clause:

(a) must be kept confidential; and (b) may not be used except to attempt to settle the Dispute.

28.5 Any discussions which take place as contemplated by this Clause will be without prejudice to the respective rights and obligations of the parties in relation to the subject matter of the Dispute.

29. VALUATION

29.1 Timing The Trustee may cause any Asset or Investment or Liability to be valued at such intervals as are appropriate to the nature of the Asset, Investment or Liability.

29.2 Method The Trustee may determine the valuation methods and policies for categories of Assets, Investments and Liabilities.

29.3 Accounting Standard

Notwithstanding Clauses 29.2 and 29.3, the Trustee shall value any Investments in accordance with the relevant Accounting Standards.

30. PROTECTIONS AND INDEMNITIES 30.1 Proviso

Nothing in this Clause 30 (Protections and Indemnities) shall limit the Trustee's fiduciary duties under this Trust Deed and any provision contained in this Trust Deed is void insofar as it would have the effect of exempting the Trustee from, or indemnifying the Trustee against, liability for breach of the Trustee’s fiduciary duties. All limitations of liability and rights to indemnity contained in this Clause 30 (Protections and Indemnities) shall be subject to this Clause 30.1 (Proviso).

30.2 Restraint by Law

The Trustee shall not incur any liability to any party to this Trust Deed for doing or performing or any failure to do or perform any act or thing which by reason of any present or future Law

46

the Trustee shall be required to do or perform or frustrated, prevented or forbidden from doing or performing. Subject to Clause 30.1 (Proviso) the Trustee shall be entitled to be indemnified from the Fund to the extent that any such liability is incurred except to the extent that such liability is attributable to the Trustee's own neglect or default.

30.3 Consultant Advice

The Trustee may act and rely upon the opinion or advice of or information obtained from any Consultant. A Consultant may be an associate of the Trustee. The Trustee shall not be liable for anything done or suffered by it in good faith in reliance upon such opinion, advice, statement or information. Subject to Clause 30.1 (Proviso), the Trustee shall be entitled to be indemnified from the Fund to the extent that any such liability is incurred except to the extent that such liability is attributable to the Trustee's own neglect or default.

30.4 Misconduct of Consultants

The Trustee shall not be liable for any misconduct, mistake, error of judgment or want of prudence on the part of any Consultant acting as advisers in relation to the Fund. Subject to Clause 30.1 (Proviso) the Trustee shall be entitled to be indemnified from the Fund to the extent that any such liability is incurred except to the extent that such liability is attributable to the Trustee's own neglect or default.

30.5 Default of Other Parties

Except to the extent that any loss is attributable to the Trustee’s own act, neglect or default, the Trustee shall not be under any liability on account of anything done or suffered by other parties. Subject to Clause 30.1 (Proviso) the Trustee shall be entitled to be indemnified from the Fund to the extent that any such liability is incurred except to the extent that such liability is attributable to the Trustee's own neglect or default.

30.6 Following Directions of General Meeting To the extent permitted by Law, the Trustee is not liable for any loss or damage to any person arising out of any matter where, in respect of that matter it acted as required by or following a direction given to it by a resolution passed at a duly convened meeting of Unit Holders. Subject to Clause 30.1 (Proviso) the Trustee shall be entitled to be indemnified from the Fund to the extent that any such liability is incurred except to the extent that such liability is attributable to the Trustee's own neglect or default. The Trustee is not obliged to act in accordance with any direction given to it by a resolution passed at a duly convened meeting of Unit Holders if by doing so it would be acting contrary to any Law or fettering the exercise of any discretion or power under this Trust Deed.

30.7 Reliance Upon Documents

The Trustee shall not incur any liability in respect of any action taken or thing suffered by the Trustee in reliance upon any notice, minutes, resolution, direction, consent, certificate, receipt, affidavit, statutory declaration, statement, or other paper or document reasonably believed by the Trustee to be genuine and to have been authorised and (if applicable) signed by the persons properly responsible for such document. Subject to Clause 30.1 (Proviso) the Trustee shall be entitled to be indemnified from the Fund to the extent that any such liability is incurred except to the extent that such liability is attributable to the Trustee's own neglect or default.

30.8 Absolute Discretion Except insofar as otherwise expressly provided in this Trust Deed, the Trustee shall have absolute and uncontrolled discretion as to the exercise of all the trusts, powers, agency,

47

authorities and discretion vested in the Trustee, whether in relation to the manner or as to the mode and time of their exercise and in the absence of breach of one of the fiduciary duties on the part of the Trustee, the Trustee shall not in any way be responsible for any loss, costs, damages or inconvenience that may result from the exercise or non-exercise thereof.

30.9 Non-interference Except by a Special Resolution of the Unit Holders, and except as permitted under the Complaints handling procedures set out in Clause 27 (Complaints), no Unit Holder shall be entitled to interfere with or question the exercise or non-exercise by the Trustee of any of the powers authorities or discretions conferred upon it by this Trust Deed.

30.10 Trustee or Trustee in other managed investment schemes Nothing in this Trust Deed prevents the Trustee from acting as a trustee or Trustee in relation to any other managed investment schemes or trusts including other investment trusts or trusts for the advancement of any persons.

31. NOTICES 31.1 Notice by the Trustee or Unit Holder must be in writing (which includes a facsimile or email

but not a Text Message). 31.2 Electronic Communications to Unit Holders

The Trustee may send or deliver any document required to be sent or delivered to a Unit

Holder (or to Unit Holders as a whole) under this Trust Deed by making that document available on the Website of the Trustee for the period commencing on the date the document is, apart from this Clause, required to be sent or delivered to a Unit Holder and ending no earlier than 6 months later.

31.3 Subject to Clause 31.2 (Electronic Communications to Unit Holders) any notice, report or other communication to be given to any Applicant or Unit Holder under this Trust Deed shall be deemed to have been duly given:

(a) if it is sent to the Applicant at its address (including any email or facsimile address)

appearing in the Application, and to the Unit Holder at its address (including any email or facsimile address) appearing in the Register;

(b) if it is either delivered or sent to the Applicant by post in a prepaid envelope

addressed to the Applicant to its address appearing in the Application, and to the Unit Holder at its address appearing in the Register.

31.4 Any notice, report or other communication required to be given to the Trustee under this

Trust Deed:

(a) may be sent by e-mail; (b) may be either delivered or sent to the Trustee by post in a prepaid envelope

addressed to the registered office for the time being of the Trustee; (c) must bear the actual, electronic signature of the Applicant or the Unit Holder (as

the case requires) or a duly authorised officer or representative of the Applicant or the Unit Holder (as the case requires) unless the Trustee dispenses with this requirement;

48

31.5 In the case of joint Applicants or joint Unit Holders a notice, report or other communication given to that joint Applicant or joint Unit Holder whose name stands first on the Application or in the Register shall be sufficient notice to all such joint Applicants or joint Unit Holders.

31.6 Time of Receipt – Unit Holders & Applicants

A notice given to an Applicant or Unit Holder in accordance with this Clause is treated as having been given and received:

(a) if delivered to a Unit Holder’s address, on the day of delivery if a Business Day and

during Business Hours, otherwise on the next following Business Day; (b) if sent by pre-paid mail, on the third Business Day after posting; and (c) if transmitted by facsimile to a Unit Holder’s address and a correct and complete

transmission report is received, on the day of transmission if a Business Day and the transmission occurs during Business Hours by the receiving Unit Holder, otherwise on the next following Business Day if the transmission occurs outside the receiving Unit Holder’s or Applicant’s Business Hours; and

(d) if transmitted by e-mail to a Unit Holder’s address and the transmission occurs during

Business Hours by the receiving Unit Holder or Applicant, on the day of transmission, otherwise on the next following Business Day if the transmission occurs outside Business Hours.

31.7 Time of Receipt - Trustee

The provisions of Clause 31.6 (Time of Receipt – Unit Holders and Applicants) apply mutatis mutandi to the Trustee.

31.8 A notice given to a Unit Holder or Applicant under this Clause is deemed validly served even if not received.

32. PAYMENTS TO UNIT HOLDERS 32.1 Any money payable to any Applicant or Unit Holder under the provisions of this Trust Deed

may be paid:

(a) by Bank transfer to the Bank account of the Applicant or Unit Holder appearing in the Application or in the Register (as the case requires) and in the case of joint Applicants or joint Unit Holders made payable to the Bank account of that one of the joint Applicants or joint Unit Holders who is first named on the Application or in the Register; or

(b) by crossed "not negotiable" cheque made payable to the Applicant or Unit Holder and sent through the post to the postal address of the Applicant appearing in the Application or in the Register or, in the case of joint Applicants or joint Unit Holders, made payable to the joint Applicants or joint Unit Holders or bearer and sent to the address of that one of the joint Applicants or joint Unit Holders who is first named on the Application or in the Register (as the case requires).

32.2 In the case of cheques, receipt of every such cheque if duly presented and paid shall be in

full satisfaction of the money payable and shall be a good discharge to the Trustee provided that if the Trustee shall be directed in writing by any Unit Holder so to do, the Trustee may pay any such money to the credit of an account in any Bank and the receipt of such Bank shall be a good discharge to the Trustee.

49

33. MODIFICATION OF THIS TRUST DEED

Subject to Law, the Trustee may modify, repeal or replace this Trust Deed (including this Clause) as if this Trust Deed was the constitution of a registered managed investment scheme under the Corporations Act.

34. RETENTION OF DOCUMENTS

Applications and instruments of assignment and transmission shall be retained by the Trustee either in their original form or any form of electronic imaging or like process but on the expiration of 7 years from the date of each or the date upon which the Trust terminates, whichever is the later, the same may in the discretion of the Trustee be destroyed.

50

SCHEDULE AMIT Provisions

1. Definitions and Interpretation

1.1 Definitions

Unless the contrary intention appears, in this Schedule, capitalised terms not defined have the same meaning as in body of this Trust Deed, and:

(1) AMIT Cost Base Increase Amount has the meaning given to that phrase in the AMIT Regime;

(2) AMIT Income Year means a year of income for the purposes of the Tax Act that the Fund is an AMIT;

(3) AMMA Statement has the meaning given to that phrase in section 276-460 of the Tax Act;

(4) Clearly Defined Rights means where the rights to income and capital arising from each of the Units in the Fund are “clearly defined” at all times during the relevant Financial Year, for the purposes of section 276-10(1)(b) of the Tax Act;

(5) Determined Member Component has the meaning given to that phrase in section 276-205 of the Tax Act;

(6) Determined Trust Component has the meaning given to that phrase in section 276-255 of the Tax Act;

(7) Discovery Year has the meaning given to that phrase in section 276-345 of the Tax Act;

(8) Member Component has the meaning given to that phrase in section 276-210 of the Tax Act;

(9) Member Objection Choice means a choice made by a Unit Holder under the AMIT Regime for the Unit Holder’s Determined Member Component to be the Unit Holder’s Member Component, including a choice made by a Unit Holder under section 276-205(5) of the Tax Act;

(10) Over has the meaning given to that phrase in section 276-345 of the Tax Act;

(11) Trust Component has the meaning given to that phrase in section 276-260 of the Tax Act; and

(12) Under has the meaning given to that phrase in section 276-345 of the Tax Act.

2. Trustee’s Powers

2.1 Specific Powers

The Trustee may under the AMIT Regime in respect of an AMIT Income Year:

(1) make an alteration to the Fund’s Determined Trust Components and a Unit Holder’s Determined Member Components under the AMIT Regime for any AMIT Income Year as a result of any Unders or Overs;

(2) determine whether to issue an AMMA Statement to any Unit Holder;

51

(3) determine what information should be contained in any such AMMA Statement;

(4) issue an AMMA Statement to any Unit Holder; and

(5) amend an AMMA Statement that has been issued to a Unit Holder, and determine the basis upon which the AMMA Statement is to be amended.

3. Attribution of Taxable Income to Unit Holder

3.1 Trustee must make “Fair and Reasonable” Allocation

(1) Following the end of a Financial Year which is an AMIT Income Year, the Trustee must attribute the Determined Trust Components of each particular character for tax purposes to Unit Holders.

(2) The Trustee must perform the attribution under paragraph 3.1 of this Schedule in accordance with the following principles:

(a) the amount of each Unit Holder’s Member Components and Determined Member Components of a particular character is so much of the Fund’s Determined Trust Component of that particular character as is attributable to the Units held by the Unit Holder during the AMIT Income Year;

(b) the attribution must be worked out on a fair and reasonable basis, and accord with this Trust Deed and any other constituent documents for the Fund; and

(c) the Trustee must not attribute any part of a Determined Trust Component of the Fund to a Unit Holder’s Units because of the tax characteristics of the Unit Holder.

3.2 Attribution must be in accordance with existing distribution provisions

Without limiting paragraph 3.1(2) of this Schedule, the Trustee must attribute in respect of an AMIT Income Year to each Unit Holder so much of any Determined Trust Components of the Fund for the Financial Year as the Trustee reasonably determines are reflected in the Unit Holder’s present entitlement to the Distributable Income of the Fund of the Financial Year under this Trust Deed.

3.3 Reinvestment

If the Trustee at any time invites Unit Holders to reinvest some or all of their Distributable Income, or change the procedure for reinvestment, the Trustee must notify Investors of the reinvestment procedures or changes. No application for Units by any Unit Holder is required to be received, the Trustee is deemed to have received and accepted any Application for Units on the date of the distribution of the Distributable Income, and (at the discretion of the Trustee) Units are deemed to have been issued in accordance with the procedure for reinvestment at the Issue Price as if Transaction Costs were nil.

52

4. Unit Holder’s Objections

4.1 Unit Holder must notify, provide information and indemnify Trustee in relation to Objections

If a Unit Holder objects to the basis of the attribution of the Determined Trust Components for the purposes of the AMIT Regime, including by making a Member Objection Choice, the Unit Holder agrees to:

(1) provide the Trustee with written notice of the Unit Holder’s intention to make an objection at least 5 business days prior to notifying the Commissioner of Taxation of its objection;

(2) include, in the notice provided to the Trustee, a summary of the reasons why the Unit Holder considers the attribution to be inappropriate;

(3) provide to the Trustee any information the Trustee reasonably requests in order to assess the Unit Holder’s objection or proposed objection; and

(4) indemnify the Trustee against all costs and liabilities incurred by the Trustee as a result of the objection or proposed objection.

4.2 Unit Holders acknowledge consequences if Objection Made

Each Unit Holder is taken to agree that if any Unit Holder makes an objection to the basis of attributing the Determined Trust Components of the Fund under the AMIT Regime, including by making a Member Objection Choice:

(1) it may be necessary or desirable for the Trustee to amend its attribution of the relevant Determined Trust Components to the Unit Holders and issue amended AMMA Statements to Unit Holders; and

(2) the Trustee may issue or reissue any AMMA Statement to a Unit Holder.

4.3 Limitation of liability

The Trustee has no liability in respect of any act, matter or thing done or omitted to be done by a Unit Holder in relation to an objection to the basis of attribution of the Taxable Components under the AMIT Regime, including by the Unit Holder making a Member Objection Choice.

4.4 Unit Holders’ Acknowledgement Regarding Choice for Unders/Overs

Each Unit Holder acknowledges or is taken to acknowledge that the Trustee has, under the AMIT Regime in respect of an AMIT Income Year:

(1) a choice with respect to how the Trustee is to address any amounts which may give rise to Unders or Overs of a particular character for the Fund, including whether such amounts should be addressed by the Trustee by:

(a) issuing amended AMMA Statements to Unit Holders under subsection 276-455(4) of the Tax Act, as amended by the AMIT Regime, for the year of income for the Fund to which the Under or Over relates; or

(b) treating the amount as a Under or Over of a particular character for the Fund, and adjusting the Fund’s Trust Component of that particular character in the Discovery Year for the relevant amount under section 276-305 of the Tax Act, as amended by the AMIT Regime; and

53

(2) choices made by the Trustee pursuant to paragraph 4.4(1) of this Schedule may result in:

(a) greater or lesser amounts of a character relating to assessable income or tax offsets being attributed to a Unit Holder in the Discovery Year; or

(b) greater or lesser amounts of a character relating to assessable income or tax offsets being attributed to a Unit Holder in an earlier income year;

than if the Trustee did not make that choice or made the choice in a different way.

4.5 Trustee’s Limitation of Liability for AMIT Regime Powers

Without limiting paragraph 4.4(2) of this Schedule, to the maximum extent permitted by law, but subject at all times to the Corporations Act 2001, the Trustee does not incur any liability and it is not obliged to account to anyone (including any Unit Holder or former Unit Holder) nor is it liable for any loss or damage as a result of the exercise of any power, discretion or choice under this paragraph 2 of this Schedule, or in respect of any determination of fact or law made as part of, or as a consequence of, any exercise of such a power, discretion or choice despite any error or miscalculation in any provision made for tax.

5. Trustee Indemnity

5.1 Trustee has a right to be indemnified for tax payable

Without limiting paragraph 4.5 of this Schedule, each Unit Holder is required to indemnify the Trustee for:

(1) any Tax payable by the Trustee as a result of the application of the AMIT Regime which the Trustee reasonably determines relates to the Unit Holder, Units held by the Unit Holder, or an attribution of Determined Trust Components made to the Unit Holder; and

(2) any other costs, expenses or liabilities incurred by the Trustee as a result of being liable to such Tax, and claiming on the indemnity provided by the Unit Holder under paragraph 5.1(1) of this Schedule or under the AMIT Regime.

5.2 Trustee may prescribe terms and conditions

The Trustee may prescribe particular terms and conditions which apply in the event that the Trustee is entitled to be indemnified by a Unit Holder under paragraph 5.1 of this Schedule, or under the AMIT Regime.

5.3 Methods through which indemnity may be satisfied

The Unit Holders agree that the Trustee may, if it is entitled to be indemnified by a Unit Holder under paragraph 5.1 of this Schedule, or under the AMIT Regime undertake the following actions in order to satisfy that indemnity:

(1) deduct from any amounts owing to the particular Unit Holder the aggregate of any amounts which the Trustee is entitled to be indemnified under paragraph 5.1 of this Schedule, or under the AMIT Regime; and

(2) compulsorily redeem such number of Units held by the Unit Holder which the Trustee reasonably determines is sufficient to cover the amounts for which the Trustee is entitled to be indemnified under paragraph 5.1 of this Schedule, or under the AMIT Regime.

54

5.4 Right of indemnity if notice provided

The Unit Holders agree that the Trustee may, if it is provided with a notice under the AMIT Regime which results in a liability to pay or remit any monies to the Commissioner of Taxation in relation to the Fund, deduct from any amounts owing to the particular Unit Holder the aggregate of:

(1) amount as the Trustee reasonably determines represents the amount which the Trustee is liable to pay or remit to the Commissioner of Taxation as a result of the provision of the notice by the Unit Holder; and

(2) any other costs, expenses or liabilities incurred by the Trustee as a result of receiving the notice from the Unit Holder and being liable to pay or remit monies to the Commissioner of Taxation as a result of the notice.

55

EXECUTED AS A DEED EXECUTED by PRIMARY SECURITIES LTD ABN 96 089 812 635, under authority of its Board of Directors and signed by:

) ) )

DIRECTOR Robert Garton Smith

DIRECTOR AND SECRETARY Natasha Olsen