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Macquarie Global Managed Account Agreement and Application Booklet

Macquarie Investment Management LimitedPART A – PRODUCT FEATURES AND THE INVESTMENT MANAGEMENT AGREEMENT

macquarie.com

Issued by Macquarie Investment Management Limited ABN 66 002 867 003 AFSL 237492

DATED: 20 JULY 2017

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Contents

Contents

This document has been prepared by Macquarie Investment Management Limited ABN 66 002 867 003. AFSL No. 237492 (referred to in this document as MIML, we, our, us). This document contains general advice and does not take into account your objectives, financial situation or needs. Before acting on this general advice you should consider whether it is appropriate to your situation. We recommend that you obtain financial, legal and taxation advice before making any financial investment decision. The Macquarie Global Managed Account (GMA) referred to in this Agreement and Application Booklet is offered by MIML. MIML is part of the Macquarie Group of Companies. Where there is any inconsistency between the Product Features and the Agreement and Application booklet, the Agreement and Application booklet overrides the Product Features.

Investments in the GMA, other than cash on deposit with Macquarie Bank Limited ABN 46 008 583 542, are not deposits or liabilities of Macquarie Bank Limited (MBL) or of any member of the Macquarie Group, and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. Neither Macquarie Bank Limited, nor any other member company of the Macquarie Group guarantees the performance of the GMA or the repayment of capital from the GMA or any particular rate of return.

Information in this document is current as at the issue date, but may change from time to time. We may change any information in this document with, in the case of certain material changes, 30 days’ notice to investors. Information that is not materially adverse may be subject to change from time to time and we may provide updated information on the Client Portal. A copy of updated information is available free on request.

1. Introduction 2

2. Key features and benefits 3

3. How it works – the basics 4

4. How it works – the details 5

5. Significant risks 9

6. Reporting 11

7. Operating your Account 12

8. General information 16

9. Macquarie Global Managed Account Agreement 18

9A. Investment Management Agreement 18

9B. Investment Policy Statement (IPS) 22

9C. Limited Power of Attorney 24

9D. Other Important Terms and Conditions 25

This Macquarie Global Managed Account Agreement and Application Booklet is provided in three parts:

Part A: Product Features and the Investment Management Agreement

Part B: Investment Menu

Part C: How to apply and application forms

Part A and Part B should be read and understood prior to making a decision to invest and completing the application forms in Part C.

The Agreement and Application Booklet includes the Investment Management Agreement, Investment Policy Statement, Limited Power of Attorney and Other Important Terms and Conditions of Part A, Part B Investment Menu and Part C How to apply and application forms.

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Glossary

Some of the terms used within this Agreement and Application Booklet (consisting of Part A, Part B and Part C) have a specific meaning as set out below:

Account Your account consists of all cash and Securities that we manage in accordance with this Agreement.

AFSL Australian Financial Services Licence.

Agreement The agreement includes the Investment Management Agreement, Investment Policy Statement, Limited Power of Attorney, Other Important Terms and Conditions and Part B, the Investment Menu.

Asset Class The five main asset classes are cash, fixed income, property, Australian equities and international equities.

BSCL Bond Street Custodians Limited ABN 57 008 607 065 AFSL 237489 is appointed as custodian for the GMA.

Business Day Means any day on which Australian banks are normally open for business in NSW, Australia.

Client Portal A secure webpage (sometimes also referred to as Macquarie Online) where you can access information on your Account and on the GMA via macquarie.com.au/personal

Corporations Act Corporations Act, 2001 (Cth).

GMA Macquarie Global Managed Account, a wholesale discretionary managed portfolio service offered by MIML.

Investment Manager An Investment Manager provides the Investment Strategies that are available for investment within your Account.

Investment Management Agreement

The Investment Management Agreement, in section 9A, sets out the terms on which we have agreed to manage your Account and forms part of the Agreement.

Investment Menu The Investment Menu lists all available Investment Strategies and information on the Investment Manager(s) and can be found in Part B of the Macquarie Investment Management Agreement and Application booklet and forms part of this Agreement.

Investment Policy Statement (IPS)

This is the document that sets out your objectives and guidelines in managing your Account. The IPS will include your Strategic Asset Allocation, selected Investment Strategies with Target Allocations and any customisations you wish to apply and forms part of this Agreement.

Investment Strategy Strategies provided by Investment Managers can be found in Part B – Investment Menu which forms part of this Agreement. The list of Investment Strategies and their descriptions are available online at macquarie.com/gmamenu

Managed Fund An investment fund managed for a number of clients by a company at the discretion of the fund manager.

MBL Macquarie Bank Limited ABN 46 008 583 542 AFSL 237 502.

MIML Macquarie Investment Management Limited, ABN 66 002 867 003, AFSL 237492 acting as product issuer and implementation manager for the GMA.

Notice Notices in writing which can be delivered through the Client Portal, postal system, email, SMS or in person.

Product Features This includes section 1 to 8 of Part A – Product Features and the Investment Management Agreement.

Securities Listed securities, Exchange Traded Funds (ETF), Australian Real Estate Investment Trusts (AREIT), hybrid securities and Managed Funds (which provide exposure to domestic and international markets).

SMS Means a service of sending short messages to a mobile phone.

Strategic Asset Allocation Setting target weights for various Asset Classes.

Target Allocation The Target Allocation you nominate in your IPS for your selected Investment Strategies.

Wholesale Client A client who is a wholesale client for the purposes of section 761G (7)(a) of the Corporations Act who has a minimum initial contribution of $500,000 (excluding any margin loan amount).

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1 Introduction

As a client of the Macquarie Global Managed Account you receive customised portfolio management, reporting and investment administration.

The Macquarie Global Managed Account (GMA) is a discretionary portfolio management service that is only available to Wholesale Clients. The minimum initial contribution for the GMA is $500,000* (excluding any margin loan amount).

Macquarie Investment Management Limited (MIML, we, us, our) is responsible for operation and implementation of the GMA Investment Strategies. As the implementation manager, MIML will implement those investment decisions relating to the GMA Investment Strategies you have selected in accordance with the terms of the Agreement and provide other administrative services for the GMA.

MIML will appoint a range of Investment Managers to provide the Investment Strategies, for the GMA. Please refer to section 1 in Part B – Investment Menu for further details.

How it worksYour Account is managed on a discretionary basis to a Strategic Asset Allocation and Target Allocations for selected Investment Strategies provided by a range of Investment Managers and can be customised to suit your risk profile, tax status, Security specific customisation and ethical preferences.

You have the ability to invest in any of the major Asset Classes, and your Account has an Investment Policy Statement reflecting your objectives and Strategic Asset Allocation.

You retain beneficial ownership of all the Securities transferred into your Account. This means that you can transfer in an existing portfolio of Securities generally without triggering any tax consequences.

You and your adviser can:

• customise your Account to suit your specific preferences, including your risk profile, tax status, Security specific customisation and ethical preferences

• fund your Account with cash, or transfer of Securities*

• set up a regular contribution plan

• set up a regular withdrawal plan

• view your Account holdings and transactions online

• upon closing your Account, transfer Securities to your name without triggering a capital gains tax liability (provided there is no change in beneficial ownership).

Macquarie Global Managed Account AgreementIn addition to information about the GMA, this booklet contains a number of important agreements, terms and conditions relating to your Account, which can be found on pages 18 to 33 of this booklet and in the Investment Menu in Part B. Details of these documents are outlined in the table below.

Part Section Purpose

A 9A. Investment Management Agreement

The Investment Management Agreement details the terms on which we have agreed to manage your Account.

A 9B. Investment Policy Statement (IPS)

The Investment Policy Statement details objectives and guidelines in managing your Account. The IPS will include your Strategic Asset Allocation, selected Investment Strategies with Target Allocations and any customisations you wish to apply and forms part of this Agreement.

A 9C. Limited Power of Attorney Enables us to transfer assets on your behalf to the custodian for the purpose of funding your Account.

A 9D. Other Important Terms and Conditions

Terms and conditions governing the operation of your Account.

B 2 Investment Menu The Investment Menu provides you with information on the available Investment Managers, Investment Strategies and the applicable Investment Management Fee which forms part of the Agreement.

Please ensure that you consider the risks of investing in the GMA, including those on pages 9 to 10. As well as considering the risks, you should also consider how an investment in the GMA fits into your overall investment profile.

* See section 7.2 for more information on funding your Account by transferring Securities and the minimum initial contribution amount.

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2 Key features and benefits

Key features and benefits

Customised investment portfolios

Tailor your Account to suit your investment requirements. In consultation with your adviser choose from a range of Investment Strategies across multiple Asset Classes. In addition you are able to customise your Account to match your individual circumstances, including your risk profile, tax status, Security specific customisation and ethical preferences through the creation of an Investment Policy Statement.

Refer to section 3 and 4 for more information

Professional management

Your Account is individually managed according to your selected Investment Strategies provided by the Investment Manager(s). Additional Investment Managers may be added from time to time.

Strategic Asset Allocation

Your Account is managed according to the Strategic Asset Allocation outlined in your IPS. Changes to your Strategic Asset Allocation can be made at any time by completing a Change in Investment Policy Statement form available from your adviser.

Refer to section 4 for more information

Range of Investment Strategies

You can invest in a range of Investment Strategies covering all Asset Classes.

Refer to Part B, the Investment Menu, for more information

Optimisation and personalised investment management

MIML aims to optimise your Account by taking into consideration your IPS, tax status and customisations.

Refer to section 4.1 ‘Investment Policy Statement (IPS)’ for more information

Beneficial ownership Because you are the beneficial owner of the equity assets in your GMA, you benefit from the income and franking credits the Account generates (subject to your eligibility).

Complete transparency

Stay connected to your Account via the Client Portal, including visibility of holdings and transactions.

Choice of funding Accounts can be funded by cash, transfer of an existing portfolio of Securities, by borrowing via a margin loan from an approved lender, or a combination of these. In addition you can set up a regular contribution plan to make recurring contributions to your Account.


Minimum initial contribution

$500,000 for your Account with a minimum per Investment Strategy as specified in the Investment Menu.


Online access You have access to secure online reporting, allowing you to view your Account holdings and transactions at any time.


Quarterly reports Each quarter we will make available a report pack that will include:

• market and Investment Strategy commentary

• performance

• Strategic Asset Allocation.


Annual tax report After the end of a tax year we will make available details of any assessable income, capital gains, tax credits and any other relevant items to include in your tax return. For the purpose of this report we assume you hold your Securities on capital account.


Access to your investment

You can withdraw from your Account at any time without entry or exit fees, or set up a regular withdrawal plan to transfer regular payments from your Account to your nominated financial institution. If you withdraw from or close your Account, you have a choice of:

• having your holdings sold, and the cash proceeds sent to you

• having your holdings transferred to your name, without triggering a capital gains tax event (provided there is no change in beneficial ownership), or

• a combination of the above.


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3 How it works – the basics

There are four key elements to establishing and managing your GMA

1 Your Investment Policy Statement records your Strategic Asset Allocation, Target Allocations to selected Investment Strategies and customisations of your investments.

2 The funding of your Account with cash, an existing portfolio of Securities or a margin loan.

3 The commencement of your Account.

4 Ongoing optimisation and rebalancing to keep your Account tracking to your IPS for your selected Investment Strategies.

YOU AND YOUR ADVISER

Investment Policy Statement (IPS)

Strategic Asset Allocation Investment Strategies and Target Allocations Customisations of investments

Funding

Cash

Securities

Margin loan

MACQUARIE INVESTMENT MANAGEMENT LIMITED

Account commencement Ongoing rebalancing

Transfer to GMA custodyInvestment Strategy and

weighting changes

Customisations of investments Trading

Implementation Optimisation

Investment Manager(s)

Investment Strategy Management Securities and their weightings

Please refer to section 5 – Significant risks for a list of the significant risks for the GMA.

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4 How it works – the details

you provide us with instructions to the contrary, you will be taken to have provided an instruction to sell your investments in that Investment Strategy and transfer the net cash proceeds of the sales to the cash holding in your Account. If this should happen, we will send you an updated IPS showing your amended Strategic Asset Allocation. Please note that Security sales will generally be a capital gains tax (CGT) event which may give rise to gains which are assessable to you.

The Investment Menu for the GMA includes Part B of the Macquarie Global Managed Account Agreement and Application Booklet as well as the Investment Strategies which outlines all the available Investment Strategies you have the ability to invest in.

The list of Investment Strategies and their descriptions are available online at macquarie.com/gmamenu. The Investment Strategies may change from time to time and where this information changes this will be available online at the website provided above.

Customising your Account

To enable the construction and ongoing management of your Account to meet your individual circumstances you can create customisations on what Securities can be purchased or sold. Your adviser can help you identify the customisation type and the correct Security, sector and/or special index that best meet your investment considerations.

You can apply the following customisations:

• Do Not Hold – we will not hold the designated Security. Any designated Security present in your Account or later transferred in will be immediately sold

• Do Not Sell – we will not sell the designated Security and may buy more of it. If included in any of your selected Investment Strategies, the Security will be included in the optimisation of your Account

• Do Not Buy – we will not buy the designated Security and may sell some or all of it. If the Security is included in any of your selected Investment Strategies, the Security will be included in the optimisation of your Account

• No Trading – equivalent to applying both a Do Not Buy and Do Not Sell. We will hold the exact number of shares of the designated Security present in your Account.

Depending on the customisation selected, you can generally apply customisations to:

• Securities

• industry sectors

• special indices.

Special indices

The table below shows at which level each customisation is available.

Security levelIndustry, special index level

Do Not Hold Yes Yes

Do Not Sell Yes No

Do Not Buy Yes Yes

No Trading Yes No

4.1 Investment Policy Statement (IPS)The purpose of the IPS is to document investment objectives, goals and guidelines in managing your Account. There are three parts:

• Strategic Asset Allocation

• Investment Strategies and their Target Allocations

• customisations of investments.

Strategic Asset Allocation

The Strategic Asset Allocation you nominate forms part of your IPS and should reflect your investment objectives, risk profile and time horizon.

Your Strategic Asset Allocation should be reviewed on a periodic basis by you or with your adviser to ensure it remains aligned with your long–term investment objectives. Any changes to your Strategic Asset Allocation need to be made in writing and will be made effective once we agree to the change. If we do not agree to the change, we will notify you.

We will aim to manage your Account to the Strategic Asset Allocation you specify, generally achieving this within 14 days from the date your Account is fully funded. If you are funding your Account by transferring Securities, we will aim to manage your Account to the Strategic Asset Allocation you specify as soon as reasonably practical. If for any reason, such as a cash or Securities contribution or a large market movement, your Account moves away from your Strategic Asset Allocation, your Account will be rebalanced back towards the Strategic Asset Allocation as soon as reasonably practical.

Investment Strategies

You also nominate one or more Investment Strategies for each Asset Class that you choose and set Target Allocations for those selected Investment Strategies. Each Investment Strategy has its own investment objective and approach.

A summary of the Investment Strategies is available by logging into our secure website on macquarie.com/gmamenu. Your adviser can also provide you with more detailed information on the Investment Strategies.

The Investment Strategy summaries give you information on matters such as objective, who should invest, the expected return outcome and fees. You should agree your selected Investment Strategy and discuss any concerns with your adviser before completing Part C – How to apply and application forms.

The available Investment Strategies and their characteristics may change from time to time. All amendments will be made available via our secure website. Please note, however, that an Investment Manager retains the right to vary an Investment Strategy at any time without reference to you.

If an Investment Strategy is terminated by the Investment Manager or MIML, you will be notified and asked for instructions. You will need to sign a Change of Investment Policy Statement form to specify your new selected Investment Strategies and Target Allocations. If we do not receive a signed Change of Investment Policy Statement form from you after 60 days, you will be taken to have provided an instruction to switch to an alternative Investment Strategy. If an alternative Investment Strategy has not been nominated for the terminated Investment Strategy, then unless

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How it works – the details

MIML can maintain special indices where an equivalent does not exist under the Global Industry Classification Standard (GICS)1 classification system and where we have client demand for customisations. Customisations on a special index work in the same way as a customisation on a sector.

Please ask your adviser about the custom indices currently available and their constituents.

It is important to understand that in customising your investment in the GMA there may be an impact on your Account’s performance as it compares to the performance of the Investment Strategies because your Account will not be aligned as closely to the Investment Strategies.

Where you have elected to restrict a Security or industry, this may not be able to be achieved within the Managed Funds held within your Account.

Implementation manager of your Account

MIML is the implementation manager for your Account. We are advised of the Securities and their corresponding weights by the Investment Managers for the relevant Investment Strategies you have selected as part of your IPS. Based on these inputs we aim to optimise your Account taking into consideration your tax status and customisations, seeking to both maximise implementation efficiency and improve investment returns.

Optimisation of your Account

MIML may appoint third party providers to perform services and may delegate any parts of the implementation and optimisation services at its discretion. As at the date of the Agreement and Application Booklet parts of the optimisation services have been delegated to Parametric Portfolio Associates LLC (Parametric). Parametric is a U.S. based provider of engineered portfolio solutions to institutional and private clients focusing on delivering client specific outcomes. Parametric is exempt from the requirement to hold an AFSL under the Corporations Act in respect of the financial services and is regulated by the Securities and Exchange Commission under U.S. laws, which differ from Australian laws.

4.2 Ownership of assets held in your Account

You are the beneficial owner of the assets held in your Account. It is important to recognise that beneficial ownership is not identical to holding these assets in your own right.

Please note the following differences:

• the custodian will be the legal owner of the Securities rather than you

• for Managed Funds, you do not become the direct unit holder. The registered unit holder will be the custodian

• you do not receive communications directly from companies or share registries including such things as corporate action notifications, dividend payments and notices of meetings. These are processed on your behalf. By doing so, we remove the administrative burden of direct ownership, providing you with consolidated reports detailing activity on your Account

• you are not entitled to shareholder benefits such as discount cards, nor will you be able to vote at shareholder meetings.

Custody

All assets within your Account are held for you by a custodian appointed by MIML on your behalf or by a sub-custodian appointed by the custodian. As at the date of the Agreement and Application Booklet the custodian is Bond Street Custodians Limited ABN 57 008 607 065 AFSL 237489 (BSCL).

Additional custodians or sub-custodians may be added in the future to broaden the services offered to you. We will notify you if a new custodian or sub-custodian has been appointed.

The cash holdings within your Account are paid into accounts held in the name of the custodian. The accounts opened by Australian custodians (Trust Accounts) are operated in accordance with the Client Money Rules as set out in the Corporations Act. Your cash holdings are pooled in the Trust Accounts with the cash holdings of other investors.

The Trust Accounts operate in the following way:

• each Trust Account is a bank account held by the custodian with an Australian deposit taking institution or an approved foreign bank. Currently the Trust Accounts are held with Macquarie Bank Limited ABN 46 008 583 542

• payments out of a Trust Account will only be made in the following circumstances: – making payments to you or in accordance with your

directions (including those given in accordance with the terms of your Investment Management Agreement)

– making payments to another Trust Account – making investments instructed by MIML in accordance

with your Investment Policy Statement – paying MIML or the custodian any monies that you

owe them – defraying brokerage and other proper charges, and – making a payment that is otherwise authorised by law

• where payments in respect of your Account are required to be made or received by the custodian through a settlement and clearing Trust Account (eg to settle on-market transactions) any interest earned on such a settlement and clearing Trust Account shall be retained by the custodian and shall not be returned to you

1 The Global Industry Classification Standard (GICS®) was developed by and is the exclusive property and a trademark of S&P and MSCI. Neither MSCI, S&P nor any other party involved in making or compiling any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

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• you will be entitled to the interest earned on your cash holdings in all Trust Accounts that are not settlement and clearing accounts. The bank with which the Trust Accounts are held sets the interest rates on the Trust Account having regard to competing rates of return in the market, and changes in interest rates, which respond to factors such as inflation, economic conditions and actions by the Reserve Bank of Australia. Current rates applicable to the Trust Accounts are available by contacting our Client Service team on 1800 501 180.

Your Account’s cash holding will be pooled with other investors’ cash holdings for the purpose of calculating Financial Claims Scheme entitlements. The Financial Claims Scheme (FCS) (commonly referred to as the Australian Government deposit guarantee) guarantees the deposits of account holders up to a limit of $250,000 per account-holder per authorised deposit taking institution (ADI) (such as Macquarie Bank). Your Account’s cash holding will not be directly protected by the Australian Government’s Financial Claims Scheme. However, you may have a pro-rata interest in the appointed custodian’s aggregate cap amount of $250,000. Further information about the FCS can be obtained from the APRA website at www.fcs.gov.au and by phone on 1300 558 849 (or +61 2 8037 9015) if calling from overseas.

BSCL and MBL are related bodies corporate of MIML. All related party transactions are conducted on arm’s length terms. Any conflict of interest or potential conflict of interest is managed in accordance with Macquarie Group’s Conflict of Interest Policy.

4.3 How we invest your moneyAccount commencement and ongoing rebalancing

We will aim to manage your Account to the Strategic Asset Allocation you specify, generally achieving this within 14 days from the date your Account is fully funded. If you are funding your Account by transferring Securities, we will aim to manage your Account to the Strategic Asset Allocation you specify as soon as reasonably practical. If for any reason, such as a cash or Securities contribution, a large market movement or updates to customisations of investments, your Account moves away from your Strategic Asset Allocation, your Account will be rebalanced back towards the Strategic Asset Allocation as soon as reasonably practical.

There is a +/- 10 per cent range on your Strategic Asset Allocation before rebalancing is required under the Agreement, but we will generally rebalance your Account towards your Strategic Asset Allocation on an ongoing basis, even if these ranges have not been exceeded.

When rebalancing is conducted, your IPS and any customisations if relevant are taken into account. We also take into account various tax consequences such as capital gains events based on the tax status provided.

Investment authority

By opening an Account, you authorise us (or any third party appointed by us) to make all investment decisions on your

behalf relating to your Account. This includes the buying and selling of Securities and responding to corporate action and dividend elections. The exception to this process is where you have requested specific customisations and they have been accepted by us.

Investment management

MIML will appoint Investment Managers to provide the Investment Strategies available in the GMA. More information on the appointed Investment Managers is available in the Investment Menu.

Trading

We aggregate all GMA orders for trading purposes and execute them through a broker (this may be a related Macquarie entity). When orders are completed, they are then disaggregated and applied to individual client accounts. We calculate and apply the average trade price for each order to each client account.

We book all trades on a daily basis. In some circumstances, it may not be possible to complete an order for a particular Security on the same day, in which case we will execute a number of smaller trades on a daily basis until the transaction is complete. For example, as the result of a portfolio management decision, we are required to buy 1,000 Company XYZ (XYZ) Securities on your behalf. We are unable to complete the order on the same day, and therefore may execute your XYZ trades over a number of days where appropriate. An example of this is as follows:

Day 1 Purchase 300 XYZ Securities




TOTAL 1,000 XYZ Securities

Corporate actions

We will receive communications relating to corporate actions affecting the Securities held in your Account. For example the issuers of Securities held in your Account will send any corporate action notifications, dividend payments, and notices of meetings to us.

Our policy regarding corporate actions affecting Securities held in your Account is that generally:

• we will elect to receive dividends and distributions in cash, which will be credited to your cash holding within your Account

• we will generally adopt a neutral position and not vote at meetings of holders of Securities, although we may exercise our discretion and vote depending on the particular circumstances

• we will use our reasonable endeavours to contact you for further instructions where you have a customisation which is in conflict with the corporate action, and

• we will deal with other corporate actions using our absolute discretion.

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4.4 FeesWe charge a GMA Administration Fee and an Investment Management Fee for the management of your GMA. However, other fees may apply. Refer to section 9A, clause 31 for a full description of fees.

ExampleAssuming your Account has a balance of $1,200,000 and Target Allocations to selected Investment Strategies as follows:

Asset Class Investment StrategyInvestment Management Fee % pa (including GST) Target Allocation %

Australian Equities Macquarie PPM Core 0.50% 40%

Australian Equities Macquarie PPM Growth ex-20 0.60% 20%

International Equities Macquarie PPM International Equities

0.20% 10%

Fixed Income Macquarie PPM Australian Fixed Income – Active

0.20% 25%

Cash Cash Nil 5%

TOTAL: 100%

Investment Management Fee

The Investment Management Fee will be calculated as:

$1,200,000 x (0.50% x 40% + 0.60% x 20% + 0.20% x 10% + 0.20% x 25%) = $4,680 pa

Please note the calculation of the Investment Management Fee will commence from the date we receive your initial contribution. If you change the Target Allocation during the month, the new Target Allocation will be used on a pro-rata basis for calculating the Investment Management Fee. Please also note that the Target Allocation may not match the actual allocation to each of your selected Investment Strategies on a daily basis due to market movement and some other factors.

Administration Fee

Administration fee Rate pa (including GST)

On the first: $1,000,000 0.38%

Amounts between: $1,000,001 and $2,000,000 0.30%

$2,000,001 and $5,000,000 0.28%

$5,000,001 and $10,000,000 0.26%

Amounts above: $10,000,000 0.25%

In the above example, the Administration Fee will be calculated as:

($1,000,000 x 0.38%) + ($200,000 x 0.30%) = $4,400 pa

The Investment Management Fee and Administration Fee will be calculated on your total Account balance on a daily basis and charged monthly in arrears.

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5 Significant risks

All investments carry risk. Different Investment Strategies carry different levels of risk depending on the underlying mix of assets that make up each Investment Strategy. Assets with the highest long term returns may also carry the highest level of short term risk.

The appropriate level of risk for you will vary depending on individual factors and risk tolerance levels.

It is important to understand that:

• the value of your investment will go up and down

• investment returns will vary and future returns may be different from past returns, and

• returns are not guaranteed and there is always the chance that you may lose some or all of the money you invest in the GMA.

When you make an investment, you are accepting the risks of that investment. It is important to understand these risks before deciding to invest. The significant risks for the GMA are described below, but these risks are not exhaustive and there could be other risks that may adversely affect the GMA. You should seek your own professional advice on the appropriateness of this investment for your particular circumstances and financial objectives.

Market riskMarket risk refers to changes in the prices of Securities in your Account that may result in loss of principal or large fluctuations in the valuation of your investment within short periods of time. Factors that drive changes in asset prices include:

• the changing profitability of companies and industries

• the liquidity of Securities, particularly for small capitalisation equities or small companies with limited volume of security issuances

• the changes in economic cycles and business confidence

• the country in which the market is located and its government and central bank policies, its economic or social developments, and instances of instability such as recession or armed conflict

• where there is an emerging market exposure, which is generally riskier than developed markets due to factors such as lower liquidity, the potential for political unrest, the increased likelihood of sovereign intervention (including default and currency intervention), currency volatility, and legal system instability.

Strategy and model riskInvestment Managers use investment and risk analytical processes and models in their Investment Strategies. However these processes and models may not successfully select profitable investments, manage risk or perform in a manner to which they have historically performed or were intended to perform. This may have an adverse effect on the performance of your Account.

Volatility riskVolatility risk refers to the potential for the price of Securities in your Account to vary, sometimes markedly and over a short period of time. As an indicator of risk, the greater the volatility of returns the more likely it is that returns will differ from those expected over a given time period. Generally, the higher the potential return, the higher the risk and the greater the chance of substantial fluctuations in returns over a short period of time. In particular, investments in equity securities are traditionally towards the higher end of the risk-return spectrum. This may lead to fluctuations in the value of your Account, including fluctuation over the period between a withdrawal request being made and the time of payment. Markets are volatile and indeed volatility in some markets can often be very high.

Security specific and concentration riskEach investment in a company’s securities is subject to the risk of that particular company’s performance due to factors that are pertinent to that company, the sector of the market to which the company belongs, or the equity market generally. This risk also includes changes in credit ratings from rating agencies.

The fewer the number of holdings in your Account, the higher the concentration risk. The more concentrated your Account is, the greater the risk that poor performance in a group of Securities may significantly affect the performance of your Account.

Currency riskCurrency risk is the risk that fluctuations in exchange rates between the Australian dollar and foreign currencies may cause the value of international Securities to decline significantly. If your Account includes exposure to international assets, they may not be hedged back to Australian dollars and therefore your Account may be exposed to currency risk.

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Significant risks

Investment manager risk Investment Manager risk refers to the risk that the Investment Manager and/or the Investment Manager’s Investment Strategy will not achieve its performance objectives or not produce returns that compare favourably against its peers. Additionally, there is the risk that the Investment Strategy may not prove to be effective. Although MIML will undertake due diligence and monitor the performance of Investment Manager(s), there are many factors that can negatively impact the Investment Manager’s ability to generate acceptable returns from its Security selection process, including the loss of key staff.

Implementation and optimisation riskThere is a risk that the performance of your Account will differ from that of the Investment Strategies. This occurs due to factors such as, but not limited to, differences in the buy and sell prices of Securities compared to the Investment Strategies, optimisation and implementation outcomes, fees, movements of cash and Securities into and out of your Account, slight differences in weights of holdings due to the requirement for a minimum cash holding of two per cent and use of a minimum transaction size, Macquarie Group imposed trading restrictions and external factors, for example if trading in a particular Security is subject to liquidity constraints or has been restricted or suspended in the market.

Third party riskMIML may delegate some of the services it provides for your Account to third parties. Although MIML will undertake due diligence and monitor the performance of the third party, there is a risk of adverse impact from a third party service provider.

Customisation riskThere is a risk that account customisation will impact the performance of your Account and may result in negative returns and/or underperformance of your Account relative to your nominated Investment Strategy. Customisation could be explicit, that is customisations included in your Investment Policy Statement, or implicit, such as outcomes resulting from the management of your Account to suit your particular tax circumstances.

Counterparty and credit riskCounterparty risk is the risk of loss due to a counterparty not honouring a commitment which may cause the value of your Account to fall. Counterparties include custodians, brokers and settlement houses. Credit risk is the risk that for cash and interest rate Securities, income and/or your capital investment will not be repaid due to the financial position of the financial institution or issuer of that investment.

Liquidity riskSecurities may be difficult to purchase or sell, preventing us from closing out its position or rebalancing within a timely period and at a fair price. As a result withdrawal requests may not be able to be fully met when they are received. Liquidity risk may potentially

be amplified where an account invests in listed interest rate securities and certain listed and unlisted Managed Funds due to the illiquid nature of these assets.

Interest rate riskMovements in domestic and international interest rates may cause the value of your Account to decline.

Country riskThe risk that political, economic or social developments may adversely affect the return on an investment in that country. Examples include political instability, recession and war. Exposure to country risk may be higher in relation to Securities in emerging markets or developing countries.

Leverage riskIf you have borrowed to fund your Account, you will be subject to a number of additional risks including, but not limited to, margin calls as a result of market volatility, increased losses as a result of increased exposure, and interest rate risk. If utilising a margin loan and your Account goes into margin call, it may be necessary to sell Securities in your Account and use the net proceeds to reduce your loan balance. You should refer to your lender and their offer document for details of the risks involved.

Derivative riskDerivatives are financial instruments that are used to obtain or reduce market exposures. They can potentially create leveraged positions, where exposures are obtained that are greater than the value of assets required to support them. As the market value of derivatives positions are variable, gains or losses can be incurred, and can be greater than unleveraged positions. The use of derivatives may also expose the Investment Strategies that use them to risks including counterparty default, legal and documentation risk.

Change of law and other statutory and trading restrictions Changes in laws or their interpretations including, but not limited to, taxation and corporate regulatory laws, practice and policy could have a negative impact on the returns of investors. In certain circumstances, statutory or internal Macquarie Group imposed restrictions may preclude the acquisition or disposal of Securities in the GMA. Without limitation, this includes where the acquisition would cause the Macquarie Group’s aggregated holdings in a company (including holdings that the Macquarie Group is required to aggregate) to exceed applicable takeover thresholds. In addition, where, due to such restrictions, there is limited capacity to acquire particular Securities, the GMA will not have priority over any member of, or any other fund associated with, the Macquarie Group to acquire those Securities. Such restrictions may result in an adverse effect on the value of the Securities in your Account due to your Account being unable to enter into positions or exit positions as and when desired.

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6 Reporting

Our comprehensive reporting ensures that you are kept informed at all times, meaning that you and your adviser can make faster, more informed decisions.

6.1 Online reportingWhen you open an Account you will be sent a Macquarie ID and password that you can use to access the Client Portal. Our consolidated reporting provides you with comprehensive information on your Account. This information includes details of:

• the value of your Account and the underlying Securities

• all transactions on your Account

• the performance of your Account

• your Strategic Asset Allocation, and

• any income received and expenses charged to your Account.

Reports are generally for holdings and transactions up until the previous Business Day, using market close prices.

Annual tax reports (see the following sections for details) are also posted on the Client Portal where you can view them.

If you would like additional parties to have access to these online reports please fill out the relevant section of the application form. Existing investors may complete the Third Party Authority form available from your adviser.

Terms and conditions regarding Macquarie’s online service are explained in more detail on page 25.

6.2 Quarterly reportsEach quarter we will make available a report containing:

• Investment Strategy and Account performance

• market and Investment Strategy commentary

• portfolio valuation

• Strategic Asset Allocation

• tax invoice (where applicable).

These reports will generally be available for you to view on the Client Portal within 30 days of the end of the quarter.

6.3 Tax reportsAfter the end of a tax year we will make available details of any assessable income, capital gains, tax credits and any other relevant items to include in your tax return. These reports do not constitute tax advice and are intended to be used as a guide only. We strongly recommend you seek your own, independent tax advice in relation to the tax treatment of investments managed by MIML. These reports will generally be available for you to view on the Client Portal.

Tax accounting method

You can select from the following tax accounting methods:

• Minimum Gain/Maximum Loss – the open parcel that will generate the lowest capital gain or maximum capital loss is deemed to be the parcel sold, or

• Maximise Gain – tax parcels are selected to maximise the capital gain (or minimise the capital loss) on disposal of an asset, or

• First In First Out (FIFO) – the first parcel purchased is deemed to be the first parcel disposed of.

The default method is Minimum Gain/Maximum Loss.

You can change your tax accounting method during the tax election change period each year. Your adviser will be notified when the tax election change period is open. The new method will apply from the date the change is processed, and all transactions from that date will use the new method.

It is recommended that you seek advice from an independent tax adviser before selecting or changing your tax accounting method.

If you wish to change your tax accounting method retrospectively, this will need to be processed manually as a cost base reconstruction. A fee will be charged for this service.

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7 Operating your Account

7.1 You and your adviserYou and your adviser will be working closely together. You will require an adviser who is registered with Macquarie to open an Account. Your adviser is integral to the establishment and ongoing operation of your Account. Your adviser is your primary point of contact and any queries about your Account should be directed to them.

The agreement you have with your adviser will generally set out their responsibilities to you which may include the following:

• identifying which Strategic Asset Allocation, Investment Strategy and Target Allocation and customisations of investments (if any) best suits your risk profile and needs

• ensuring that you have all the necessary information and documentation to make your investment decisions

• informing you of the potential risks involved with your investment decisions

• ensuring that you authorise all instructions in writing

• acting on your instructions to us.

All instructions with regards to the operation of your Account must be authorised by you. Instructions may be given to us in writing by mail or electronic services. In some cases the original form will be required to be mailed to us, this will be noted on the form.

If you cease to have an adviser, we will treat you as a self-directed investor and therefore you are responsible for making all decisions on the account including providing instructions in writing to us in relation to the operation of your Account.

7.2 Opening an AccountTo invest, please complete the application form accompanying the Agreement and Application Booklet and send it to us with your initial contribution. Initial contributions must be for a minimum of $500,000. Please note that each client in the GMA must satisfy the requirement to be a Wholesale Client by investing this minimum of $500,000. Please refer to clause 7 in section 9A, Investment Management Agreement.

We may, at our discretion, establish higher minimum investment amounts or reject applications for investment in the GMA.

You can fund your Account by contributing cash, transferring Securities, by gearing with a margin loan from an approved lender, or a combination of these.

If you are funding part of your investment with a margin loan, the loan component of the initial contribution does not count towards meeting the Wholesale Client test of an initial contribution.

Please note that we will accept the amount received without reference to you when the actual amount received by us is within +/-10 per cent of the original investment amount as specified in section 8 of the application form, subject to satisfying the requirement to be a Wholesale Client.

Cash contributions

Cash contributions can be made by bank transfer, direct debit or by real time gross settlement (RTGS). We will notify you of the details of your Account. You will be entitled to the interest earned on your cash holdings.

Securities contributions

You can fund all or part of your Account by transferring an existing portfolio of Securities by completing the Security Transfer form accompanying the Agreement and Application Booklet. The ability to transfer Securities in and out of your Account is subject to approval by MIML. There are restrictions on Securities that can be transferred in.

Please note, we can generally only transfer Managed Funds that are existing holdings in the Investment Strategies.

In the event that the law or events outside of MIML’s control (for example, restricted or suspended trading in the market for an asset or a freeze on investment withdrawals), prevents us from receiving transfers of a particular Security, the transfer of that particular Security will not be processed and your adviser will be informed of the situation. MIML has an absolute discretion to refuse transfers of Securities.

Securities contributions are valued upon receipt of the assets. Therefore the amount of your contribution may decrease from your stated funding amount due to market movement. This may result in your contribution failing to meet our minimum investment requirements. If this occurs we may require an additional contribution of funds before we can commence your Account. For further information, please discuss with your adviser or contact our Client Service team on 1800 501 180.

When you sign up for a GMA, you grant Limited Power of Attorney to MIML, enabling us to transfer assets on your behalf to our appointed custodian, for the purpose of funding your Account. For further details, please refer to section 9C, Limited Power of Attorney.

We accept cost base information provided by you as being correct. Please be careful to ensure this data is recorded accurately, as your Account will be managed based on the tax information you provide to us and a fee may be incurred to correct it later if it is wrong and there may also be a risk of tax implications arising to you as a result of us having to correct information.

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Operating your Account

Active Account

We will confirm if your application is accepted. If for any reason we are unable to process your application (for example, if your application is incorrectly completed), we will contact you for instructions.

Your Account will be deemed active when your application is accepted, cash is cleared and all Securities have been effectively transferred to the appointed custodian.

Once your Account is deemed active, we will begin managing your Account in accordance with your IPS. We will aim to manage your Account to the Strategic Asset Allocation you specify in your IPS within 14 days from the deemed active date. If you are funding your Account by transferring Securities, we will aim to have your Account within your Strategic Asset Allocation as soon as reasonably practical. Your performance reporting is generally deemed to commence from the active date.

Prior to your Account becoming active, you will receive interest on your cash balance. Fees will commence on receipt of your initial contribution.

Margin lending

You can establish a margin loan with an approved lender. Margin lending allows you to borrow against your existing Securities and increase the size of your investment portfolio. Please note that the wholesale minimum investment test of $500,000 excludes any margin loan amount. Please speak to your adviser for more information on margin lending.

Your lender is likely to have certain rights as a mortgagee over some or all of your Securities in your Account that are held by the appointed custodian. Please ensure that you are well aware of your rights and obligations and those of your lender in relation to your margin loan and your Securities in your Account. It is important to note that where you have a margin loan and have granted security for that loan to your lender over Securities in your Account, neither we nor the appointed custodian are obliged to act on your instructions in respect of these Securities in your Account without your lender’s permission. In respect of a margin call we will act on instructions from your lender without reference to you.

7.3 Maintaining minimum Account and Investment Strategy balances

While the Account balance may fall below your initial $500,000 minimum investment, you must at all times maintain the minimum balance for your selected Investment Strategies. If either your Account balance or the balance of any individual Investment Strategy falls below the minimum due to market movements and/or withdrawals, you may be contacted for instructions as some Investment Strategies may not be able to be implemented effectively and a change of your IPS may be required.

If either your Account balance or the balance of any individual Investment Strategy falls below the minimum due to a withdrawal request, including a regular withdrawal plan, we may contact you to discuss options and we reserve the right to reject this request at our discretion.

7.4 Additional contributionsYou can make additional contributions four ways:

One off contribution

You can contribute additional cash or Securities to your Account at any time. Cash contributions can be made by bank transfer or by direct debit. If depositing via electronic transfer, use the bank account details provided to you.

For additional Securities transfers please complete the Security Transfer form available from your adviser.

Establish a regular investment plan

You can make contributions via direct debit from your nominated bank account on a regular basis to your Account. To do this, please complete the relevant section of the application form. Existing investors can also complete a Direct Debit form, available from your adviser. You can set up a plan with a weekly, fortnightly, monthly, quarterly, bi-annually or annually direct debit. You can amend, cancel or suspend your regular investment plan at any time by providing revised signed instructions in writing. Please provide us with your revised instructions at least seven Business Days before your next scheduled direct debit for your instructions to take effect.

We may cancel your regular investment plan if two consecutive direct debits are dishonoured due to insufficient funds.

Instalment gearing

You can establish an instalment gearing plan with an approved lender, whereby you make regular contributions to your Account which are matched with an additional amount from your margin loan. You will need to submit an application form for instalment gearing to your lender.

For more information on this option, speak to your adviser.

Securities contributions

For additional Security transfers please complete the Security Transfer form accompanying the Agreement and Application Booklet. The ability to transfer Securities in and out of your Account is subject to approval by MIML. There are restrictions on Securities that can be transferred in.

In the event that the law or events outside of MIML’s control (for example, restricted or suspended trading in the market for an asset or a freeze on investment withdrawals), prevents us from receiving transfers of a particular Security, the transfer of that particular Security will not be processed and your adviser will be informed of the situation. MIML has an absolute discretion to refuse transfers of Securities.

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7.5 Application money held in trustIf we are not able to issue your GMA/increased interest in your GMA immediately after receipt of your application money, that money will be held in a non-interest bearing trust account with an authorised deposit taking institution. The trust account is currently a deposit account held with Macquarie Bank Limited.

If we are not able to issue your GMA/increased interest in your GMA within 30 days starting from the day on which we receive your application money, we will return the application money to you.

7.6 WithdrawalsYou may request a withdrawal from your GMA at any time. You may at times be contacted regarding your withdrawal request.

Funds will be paid by electronic transfer. You can elect for funds to be paid to your nominated Australian bank account or another bank account as specified by you on the Withdrawal form. Where the destination bank account is not in your name, additional identification requirements may apply. To make a withdrawal, please complete the Withdrawal form available from your adviser.

If sufficient cash is available in your Account, we will generally process your withdrawal request within two Business Days upon receipt of your instructions.

Where sufficient cash is not available in your Account, we will need to sell some Securities in order to free up the required cash. In this event, time is needed for the sell transactions to be executed and settled. Proceeds for withdrawals will usually be available within five to ten Business Days of the withdrawal request date. Please note that Security sales will generally be a capital gains tax (CGT) events which may give rise to income/gains which are assessable to you.

When an event outside our control impacts our ability to transfer assets or realise sufficient assets to satisfy withdrawal requests (for example, restricted or suspended trading in the market for an asset or a freeze on withdrawals) then this can delay transfer or payment for as long as this goes on. This means that proceeds for your withdrawal may not be available within the usual processing time.

When you make a withdrawal, your Account will be rebalanced on the next day or as soon as practicably possible to bring it back into line with the corresponding Investment Strategy weightings.

7.7 Regular withdrawal planYou can set up a regular withdrawal plan to have a specified amount paid from your GMA on a regular basis. Payments will be made to your nominated bank account on or about the date specified on your application form.

Please note that payments under a regular withdrawal plan may lead to erosion of the value of your Account over time, if outgoing payments and fees are greater than the income and capital growth of your Account. If your Account balance falls to below the minimum Account balance of $500,000 or the minimum amount for any Investment Strategy, we may suspend your regular withdrawal plan and contact you to discuss your options.

To establish a regular withdrawal plan for a new Account, complete the relevant section of the application form.

To add a regular withdrawal plan to an existing Account or vary an existing regular withdrawal plan, please complete a Regular Withdrawal Plan form. These are available from your adviser.

7.8 Changing your Investment Policy Statement (IPS)

You can make changes to your IPS at any time, including:

• changing your Investment Strategy or Target Allocation

• changing your Strategic Asset Allocation, or

• adding, removing or amending a customisation.

To make changes to your IPS please complete a Change of Investment Policy Statement form, available from your adviser.

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7.9 Closing your AccountWhen closing your Account, you can elect to have:

• assets sold and the proceeds paid by electronic transfer to your pre-nominated Australian bank account

• assets transferred to you (as allowable under law or under the terms of an investment itself), or

• a combination of the above.

To close your Account, please complete the Account Closure form available from your adviser.

If you choose a cash payment, we will generally need to sell some Securities in order to free up the required cash. In this event, time is needed for the sell transactions to be executed and settled. Proceeds for withdrawals will usually be available within five to ten Business Days of the withdrawal request date.

If you choose a Securities transfer, we will transfer Securities either to an issuer or broker sponsored holding, in accordance with your instructions. Upon receipt of a Security transfer request, we will generally instruct the custodian within two Business Days to process the request. The custodian will generally take three to five Business Days to transfer the Securities.

Where Managed Funds are held, you may elect to have Managed Fund holdings transferred to you, but this will only be actioned as allowable under law or under the terms of an investment itself (eg if the holding size meets the fund manager’s minimum requirement). Transfers of Managed Funds can generally take a minimum of four weeks to complete.

It may be necessary to keep your Account open for a period of time pending receipt of any outstanding dividends, distributions and corporate actions. During this time, a notional amount will be retained within your Account. Your Account will be closed and the residual amount paid to you once all outstanding fees, interest and accrued income have been applied to your Account.

You will receive your final annual tax report after the end of the Australian financial year in which your Account was closed.

MIML may give you Notice to terminate the Agreement and close your Account. Please refer to the section 9A – Investment Management Agreement for further details.

7.10 Changing detailsIf any of your details change, please inform us in writing as soon as possible. This includes personal details such as changes to your name and contact details and also Account details such as changes to your tax status, signatory requirements and nominated bank account.

You must notify us if you change your adviser. Your new adviser must be registered with us. We can assist advisers in becoming registered with us.

Please note that we manage your Account based on the information you have provided us with. It is important that you provide us with changes in your details as soon as possible, especially as there may be an impact on your Account.

To update your details please use the Change of Account Details form available from your adviser.

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8.1 Provision of your Tax File Number (TFN)

Our collection of your TFN is authorised, and its use and disclosure strictly regulated, by tax laws and the Privacy Act 1998 (Cth). You do not have to provide us with your TFN, and declining to do so is not an offence. If you do not quote your TFN (including both TFNs for joint accounts) or ABN, or claim an exemption, tax may be withheld from any dividends, distributions, interest and other income payments at the highest marginal tax rate plus the Medicare levy or any other applicable government levies before it is paid to you. You may quote your entity’s ABN as an alternative to its TFN if you are making this investment for purposes related to that entity’s business. An Australian Company Number (ACN) cannot be quoted in lieu of a TFN/ABN. If only an ACN is provided, we will deduct withholding tax at the highest marginal rate plus Medicare levy and any other applicable government levies. For more information about the use of TFNs, please contact the Australian Tax Office.

8.2 Goods and Services Tax (GST)MIML will apply GST to all applicable fees charged in respect of your Account where you are in Australia, when the service is provided. The residential address you provide will be used to determine whether you are in Australia at the time the service is provided, unless you provide otherwise, and we agree to it.

8.3 Non-residents for Australian tax purposes

If you are not an Australian resident for tax purposes, non-resident withholding tax may be withheld from applicable Australian sourced taxable income.

8.4 Investments that derive income that is taxable outside of Australia

Some investments may pay tax in an overseas jurisdiction. Tax may be withheld in the foreign jurisdiction when the income is paid, at the rate applicable to the relevant foreign jurisdiction.

Please note, MIML is generally not in a position to apply for a reduction in withholding tax rates that may be available under a double tax agreement (DTA) for these investments. We recommend you seek your own independent tax advice to determine your entitlement (or otherwise) to a foreign income tax offset (FITO) in respect of any foreign tax withheld.

8.5 Foreign tax residency informationForeign Account Tax Compliance Act (FATCA) and Common Reporting Standards (CRS)

FATCA is United States (US) tax legislation that assists the US Internal Revenue Service (IRS) to identify and collect tax from US tax residents that invest in certain financial products through non-US entities. Similarly, CRS is the standard set by the Organisation for Economic Co-operation and Development (OECD) for the exchange of information with revenue authorities for foreign tax residents that invest in certain financial products. FATCA and CRS cover both the identification of foreign tax residents and reporting on applicable financial accounts.

If you’re a US or foreign resident for tax purposes, you should note that Macquarie is a ‘Foreign Financial Institution’ under FATCA and CRS. We comply with our FATCA and CRS obligations, as determined by either FATCA regulations, the OECD or any inter-governmental agreement (IGA) entered into by Australia for the purposes of implementing FATCA and CRS and any Australian laws and regulations relating to the IGA.

In order for Macquarie to comply with its obligations, we’ll request that you provide certain information about yourself, including your country (or countries) of tax residence and your Taxpayer Identification Number (if applicable). We may also disclose this information to the ATO, IRS and other revenue authorities for certain clients.

8 General information

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General information

8.6 What if I have a question? You are welcome to contact us. You can do this by:

• contacting your adviser

• phoning our Client Service team on 1800 501 180

• emailing us at [email protected], or

• writing to us at the address appearing at the back of the Agreement and Application Booklet.

8.7 What if I have a complaint?We have procedures in place to properly consider and deal with any enquiries and complaints. If you have a complaint, please contact:

1. your adviser

2. if you are not satisfied with the result, you can write to us.

Send your letter to: The Complaints Manager

Macquarie Investment Management Limited GPO Box 2520 Sydney NSW 2000

We will assess your complaint and advise you of the outcome, either by telephone or in writing.

On the occasion that our clients are not satisfied with our handling of their matter, they have the option to contact an external dispute resolution scheme.

If your complaint relates to your investment in the GMA, and you are not satisfied with our response after 45 days, you may lodge a dispute with the Financial Ombudsman Service (FOS).

MIML is a member of FOS, an independent external dispute resolution scheme.

You can contact FOS via the following, quoting membership number 10635:

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001

Email: [email protected] Tel: 1800 367 287 Fax: (03) 9613 6399 Website: fos.org.au

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9 Macquarie Global Managed Account Agreement

The following part records the terms and conditions of the agreement in place for the management of your GMA Account and includes the following sections:

9A. Investment Management Agreement

9B. Investment Policy Statement

9C. Limited Power of Attorney

9D. Other Important Terms and Conditions

Part B the Investment Menu

9A. Investment Management Agreement

Parties to the Agreement:

A. MACQUARIE INVESTMENT MANAGEMENT LIMITED ABN 66 002 867 003 of 50 Martin Place, Sydney

Referred to in this agreement as ‘MIML’, ‘we’, ‘us’ and ‘our’.

AND

B. THE PERSON(S)/LEGAL ENTITY NAMED WITHIN THE APPLICATION FORM

Referred to in this agreement as ‘you’ ‘your’ ‘the Investor’ ‘Applicant’.

1. Agreement: The purpose of this Agreement is to record the terms on which we have agreed to manage your Account. This Agreement includes the Investment Management Agreement, Investment Policy Statement, Limited Power of Attorney, Other Important Terms and Conditions and Part B, the Investment Menu.

2. Account: Your Account consists of all cash and Securities you give us to manage (adding all gains and subtracting all losses).

3. Powers: You agree that we will have all the powers in respect of your Account that it is legally possible for a natural person or corporation to have, which we will exercise according to this Agreement, including (but not limited to), powers to invest in assets of any nature and to incur liabilities and obligations of any kind, as if we were the absolute and beneficial owner of the Account. We may give a copy of this Agreement to any person as evidence of our powers as set out in section 9C, Limited power of Attorney, including (but not limited to) powers to enter into Securities trading, clearing or other agreements on your behalf. You authorise us to appoint a custodian to hold and deal with assets in your Account in its own name or in the name of any sub-custodian it may appoint.

4. Discretion: We will have regard at all times to your Investment Policy Statement in investing and managing your Account. If for any reason the Account ceases to reflect the Investment Policy Statement, we will remedy the situation as soon as practicable after we become aware of it. Subject to those obligations, in exercising our Powers, we have sole discretion in deciding what Securities to buy, hold or sell at any time.

5. Benefits: Income and other gains from Securities in your Account will be reinvested as part of your Account. Some fringe benefits such as discount cards available to direct investors will not be available to you.

6. Risks and liability: You acknowledge that your Account is subject to risks of loss because of market, currency, economic, political, business and other events. We do not promise or represent that the decisions, Investment Strategy or management of your Account will result in any particular rate of return. The value of your Account may fluctuate. We will not be liable to you for any losses or particular rate of return except to the extent of any liability the law prohibits us from excluding. We will not be liable for any act or failure to act by any broker or dealer to which we direct transactions for your Account, or by any other third party. We do not provide tax advice and we will not be liable for any tax consequences of acquisition or disposal of assets in which your Account is invested. We recommend you seek your own independent tax advice in relation to the Securities held in your Account.

7. Wholesale Clients: You acknowledge that you are a ‘Wholesale Client’ and not a ‘Retail Client’ as defined in section 761G (7)(a) of the Corporations Act.

8. Aggregation of Securities: We may buy, sell or hold part or all of your Account in combination with Securities of other client accounts managed by us.

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Macquarie Global Managed Account Agreement

9. Reporting: We will make statements available, listing the Securities in your Account at the end of, and transactions during, each quarter, to you and to any adviser you nominate. We are not obliged to provide you with (nor to ensure that you receive) any notices of meeting, reports or any other communications in relation to Securities of the Account.

10. Withdrawals: We will use reasonable endeavours to pay you in cash or transfer Securities to you within five to ten Business Days, or where you hold Managed Funds, it can take a minimum of four weeks, after we receive your written withdrawal request, but our ability to do this will be subject to market factors. Subject to your Investment Policy Statement or written instructions, we will determine which Securities will be realised to satisfy the withdrawal.

11. Related parties: We may use our related bodies corporate and associates (in each case as defined in the Corporations Act) to provide services for the Account without being required to seek your consent.

12. Valuation: We use for the purpose of valuation, the price received from the investment option or its provider or an appropriate exchange or, if no such price is available, another source that we consider appropriate.

13. Confidentiality and privacy: Except as otherwise agreed in writing by you or as required by law, we will keep confidential all personal information provided by you including information concerning your financial affairs or investments. We will also comply with our privacy obligations to you as set out in section 9D, Other Important Terms and Conditions.

14. MIML may provide services to others and may decline to provide services to you.

You acknowledge that this Agreement and all actions and conduct by MIML and you in relation to the performance of this Agreement do not give rise to a fiduciary relationship between MIML and you. This includes:

(a) we have no obligation to purchase or sell, or recommend for purchase or sale, for your Account, any investment which we or any other company in the Macquarie Group purchases or sells for its own account or for the account of any other client, and

(b) we and other companies in the Macquarie Group may give advice, take action in the performance of our duties or both, for ourselves or other clients which differs from advice given or actions taken in relation to your Account, and

(c) we retain the right not to provide services or issue products to you that we decide, in our sole discretion, that we do not wish to supply.

15. Confidential information: If we obtain non-public or other confidential information about any issuer or investment, we are not obliged to disclose the information to you or use it for your benefit.

16. Voting rights: You authorise us to exercise, or direct any custodian to exercise, any right to vote attached to a share or unit forming part of the Account in such manner as we see fit including to decide not to vote.

17. Termination: This Agreement will continue in effect until terminated by either party by 30 Business Days written Notice to the other. Once termination is notified, we will have no obligation to take any action with respect to the Account but will use our best endeavours to close your Account as quickly as possible in accordance with any instructions you provide to us, such as liquidating your investments. Notwithstanding this, we may deal with the Account for as long as required in order to vest it in your control (or as you may otherwise direct in writing) and during that time we:• may enter transactions to settle or otherwise

extinguish it to offset obligations incurred by us in relation to the Account before termination,

• must, with respect to obligations not capable of settlement before transfer of the Account, notify you of any amount we retain by way of provision to meet contingent liabilities.

18. You are authorised to enter this Agreement:• if you are an individual, you represent that you are of

legal age• if you are a corporation, partnership or limited liability

company, the person(s) signing this Agreement represents that he or she has been authorised to do so

• if this Agreement is entered into by a trustee, the trustee represents that our investment management strategies, allocation procedures, and investment management services are authorised under the rules of the applicable fund or trust, and under the law, and that the person signing this Agreement has the authority to negotiate and enter into this Agreement and has discharged all of his/her/its duties as trustee in doing so.

We will not record or be required to take account of any trust, mortgage or charge in respect of any cash investment or property in the Account or to charge or give security over any part of the Account except where arising by operation of law or where we are expressly instructed in writing, by either you or the lender authorised by you, to recognise a trust, mortgage or charge in respect of a cash investment or property in the Account which relates to a margin loan from a Macquarie approved lender.

19. Death: If the Applicant is a natural person then, in the event of death, your Account will continue to be managed in accordance with your Investment Policy Statement, until otherwise instructed by the legal personal representative of the client. If the Account is held in joint names it is considered to be held as joint tenants, therefore if one Account holder dies the credit balance in the Account will be treated as owing to the surviving Account holders.

20. Non-assignability: This Agreement will bind and be for the benefit of the parties to the Agreement and their successors and permitted assignees, except that this Agreement may not be assigned by you without our consent in writing though we may assign this Agreement to a related body corporate without your consent and without notification.

21. Governing law: This Agreement will be governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and all appellate courts.

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22. Notices: Your and our contact details for the purposes of Notices are the most recent addresses, email, facsimile or mobile numbers each of us has notified the other in writing. Notices may be sent through the postal system, email, facsimile, SMS or by courier.

23. Authorised persons: We will not be responsible for any act or omission on our part in accordance with directions from any person you have, by written Notice to us, authorised to act on your behalf.

24. Payments: Our obligations will be fully discharged in respect of any money payable to you which is deposited into your nominated bank account.

25. Amendment: This Agreement, excluding Part B Investment Menu, may be amended by agreement between the parties, subject to the following exceptions:

(a) we may unilaterally amend the Other Important Terms and Conditions and those fees set out in section 9A – Investment Management Agreement other than those which are paid to your adviser by giving you 30 days written Notice, and

(b) we may unilaterally amend your Investment Policy Statement where an Investment Strategy you have selected is terminated and we have not received a signed Change of Investment Policy Statement form from you after 60 days of being notified of the termination of this Investment Strategy. If you have not responded back with instructions after 60 days, you will be taken to have provided an instruction to switch to an alternative Investment Strategy. If an alternative Investment Strategy has not been nominated for the terminated Investment Strategy, then unless you provide us with instructions to the contrary, you will be taken to have provided an instruction to sell your investments in the discontinued Investment Strategy and transfer the net cash proceeds of the sales to the cash holding in your Account. Further details of when we make such amendments to your Investment Policy Statement are outlined in section 4.1 of this Agreement.

You may make changes to your Investment Policy Statement at any time by filling out the Investment Policy Statement Change form, available from your adviser. The change will not apply until we have agreed to the change. We may complete any transaction already commenced. If we do not agree to the change, we will notify you.

26. Miscellaneous: If any provision of this Agreement is or becomes inconsistent with any law or rule of any governmental or regulatory body having jurisdiction over the subject matter of this Agreement, the provision will be deemed to be rescinded or modified in accordance with that law or rule. In all other respects, this Agreement will continue and remain in full force and effect. Macquarie’s failure to insist at any time on strict compliance with this Agreement or with any of the terms of the Agreement or any continued course of such conduct on its part will not constitute or be considered a waiver by Macquarie of any of its rights. This Agreement contains the entire understanding between you and Macquarie concerning the subject matter of this Agreement.

27. Indemnities: You indemnify Macquarie against any losses, liabilities, costs, charges and expenses incurred in good faith by MIML or any member of the Macquarie Group (or any of its employees, agents or third party service providers):

• in performing its duties or exercising its powers under this Agreement, or in respect of any act or omission to act, in relation to the Account generally, or attempting to do so

• in relation to any bona fide investment decision made by Macquarie or its employees or agents

• otherwise arising out of or in connection with this Agreement except insofar as any loss, liability, cost, charge or expense is caused by the gross negligence, default, fraud or dishonesty of MIML or any member of the Macquarie Group or any of its employees. MIML will provide reasonable assistance to you (at your cost) in any action you may take against any third party (excluding a member of the Macquarie Group) arising out of, or in connection with any negligence, default, fraud or dishonesty of the third party in connection with this Agreement. These obligations continue after termination of this Agreement.

28. Securities lending: The custodian is contractually obliged to not engage in Securities lending.

29. Margin lending: You acknowledge and agree that where you have a margin loan with a lender, and you have granted security for that loan over some or all of the Securities in your Account:

• there is no obligation on the appointed custodian or us to act on your instructions unless those instructions are confirmed by your lender

• neither the appointed custodian or us are liable for any loss suffered by you in connection with:

(a) any failure or delay by your lender to confirm an instruction from you, or

(b) the appointed custodian or us acting in accordance with an instruction from your lender.

30. Your adviser: The arrangement between you and your adviser is separate from this Agreement.

31. Fees, incidental services fees and expenses: You authorise us to deduct money from your Account or if insufficient money is available in your Account, to sell Securities from your Account, in our absolute discretion, to meet:

• our GMA administration fee, an investment management fee, an adviser establishment fee, an adviser service fee, (individually and collectively known as Fees), and

• any direct fees charged by the Managed Funds held in your Account (Direct Fees), and

• incidental services fees (Incidental Service Fees), and

• expenses (Expenses), and

• brokerage (Brokerage)

as defined below in sub-clauses 31(a) – 31(h).

You agree to pay to us, on demand, all Fees, Direct Fees, Incidental Services Fees, Expenses and Brokerage, which have not been met from the Account. All Fees, Incidental Services Fees and Expenses can be amended by us with 30 days prior written Notice to you.

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(a) GMA Administration Fee

The GMA Administration Fee is calculated on your total Account balance on a daily basis and charged monthly. Calculation of the GMA Administration Fee will commence from the date we receive your initial contribution. This fee can be negotiated only by agreement in writing by MIML.

This fee will be levied on the following basis:

GMA Administration Fee (including GST)

On the first:$1,000,000

0.38% pa

Amounts between:$1,000,001 and $2,000,000 $2,000,001 and $5,000,000 $5,000,001 and $10,000,000

0.30% pa 0.28% pa 0.26% pa

Amounts above:$10,000,000

0.25% pa

(b) Investment Management Fee

The Investment Management Fee is a weighted calculation based on the Target Allocation to your selected Investment Strategies, calculated on your total Account balance on a daily basis and charged monthly in arrears. Please refer to the Investment Menu for the Investment Management Fee for your selected Investment Strategies. Calculation of the Investment Management Fee will commence from the date we receive your initial contribution. Refer to section 4.4 for an example of how the GMA Administration Fee and Investment Management Fee will be calculated.

(c) Direct fees

Where Managed Funds are held in your Account, the funds themselves also charge fees, expressed as an Indirect Cost Ratio (ICR). These fees and charges are normally paid out of the Managed Funds and are reflected in the unit price and therefore are indirectly borne by you. Any Direct Fees that are charged by the Managed Funds outside of the unit price will be passed on to you directly. You can refer to the relevant Managed Funds’ ‘Product Disclosure Statement’ or ‘Information Memorandum’ for full details of their fees and charges.

Calculation of the Direct Fees will be in line with the methodology as described in the ‘Product Disclosure Statement’ or ‘Information Memorandum’ of the relevant Managed Fund.

(d) Adviser Establishment Fee

You may agree with your adviser an Adviser Establishment Fee as a one off fee for service provided in respect of the establishment of your Account. The amount of this fee is negotiable between you and your adviser and should be specified on your application form or in subsequent written instructions to us. This fee is deducted

directly from your Account when you make your initial contribution, and paid by us to your adviser.

If no amount is specified, then this fee will be nil. Where an amount for this fee is specified, the amount is expressed on a GST exclusive basis. Where applicable, GST will be added to this fee when deducted from your account. You should be aware of this fee before signing the application form.

(e) Adviser Service Fee You may agree with your adviser an Adviser Service

Fee as payment for the advice provided to you. The amount of this fee is negotiable between you and your adviser and should be specified on your application form or in subsequent written instructions to us. This fee can be either a percentage of your total Account balance calculated on a daily basis and charged monthly, or it can be a fixed dollar amount per month. This fee will be deducted directly from your Account monthly in arrears and paid by us to your adviser. Calculation of fees will commence from the date we receive your initial contribution.

If no amount is specified, then this fee will be nil. Where an amount for this fee is specified, the amount is expressed on a GST exclusive basis. Where applicable, GST will be added to this fee when deducted from your account. You should be aware of this fee before signing the application form. If you remove your adviser this fee will cease to be charged.

(f) Incidental Services Fees In certain circumstances, we also charge fees for

incidental services. Generally, we charge these fees on the basis of recovering the costs incurred by us in providing these services.

These fees include (but are not limited to):• $55 (incl GST) direct debit dishonour fee if a

direct debit is not paid by your bank• $27.50 (incl GST) per holding, for Security

transfers to or from the GMA• $132 (incl GST) per hour time based service fee

for services such as cost base adjustments• $18.15 (incl GST) Real Time Gross Settlement

(RTGS) fee.

(g) Expenses Expenses include (but are not limited to) all taxes,

costs, charges, fees, and expenses in connection with buying, selling or holding Securities in the Account, any payment or transfer of Securities to you or any other act requested by you or otherwise our acting in accordance with this Agreement.

(h) Brokerage Brokerage on trading of ASX listed securities is

charged at a rate of up to 0.22 per cent (including GST) of the dollar value of each trade. For international listed Securities, Brokerage is charged at a rate of 0.275 per cent (including GST) of the value of the trade.

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9B. Investment Policy Statement (IPS)

The purpose of this IPS is to document the Strategic Asset Allocation, selected Investment Strategies and their Target Allocations, investment objectives, goals and guidelines for your Account.

The IPS comprises section 9B of this Agreement and Application Booklet and your Investment Policy Statement form.

Your Strategic Asset Allocation and any additional Security or sector customisations should be reviewed with your adviser, or if you do not have an adviser, by yourself, on a periodic basis. Any modifications you wish to make to your IPS must be notified in writing to MIML and will not apply until we have agreed to the change.

Strategic Asset Allocation The Account will be managed according to the Strategic Asset Allocation outlined in your Investment Policy Statement form.

MIML will aim to manage your Account to the Strategic Asset Allocation you specify within 14 days from the date that your Account is funded with the amount specified as the ‘Original Investment’ in your Investment Policy Statement form, or as soon as practical if you are funding your Account by transferring Securities.

MIML manages your account in accordance with the Strategic Asset Allocation that you specify in your Investment Policy Statement form. The default position is +/- 10 per cent of the Strategic Asset Allocation weight you assign, with the exception of cash and cash equivalents, which can vary from 0 to 100 per cent.

From time to time, it may be desirable to amend your Strategic Asset Allocation. This is the responsibility of you and your adviser. When such changes are required to be made on the advice of your adviser, the amendments, duly executed by you and MIML, will be annexed to this IPS. The annexure will be considered part of this IPS, from the date changes are accepted by MIML.

Investment StrategiesYou can select more than one Investment Strategy per Asset Class and can set Target Allocations for the selected Investment Strategies in your IPS, subject to the minimum investment as specified in the Investment Menu.

Permitted Asset Classes These include:

• Australian equities

• international equities

• property

• fixed income

• alternative investments, and

• cash and cash equivalents.

Please note, in relation to fixed income, the capital market information that drives Strategic Asset Allocation outcomes is based upon unlisted fixed income assets. An Investment Manager may utilise listed fixed income for exposure to this Asset Class which may have different risk/return characteristics, particularly when demand for credit risk changes.

Permitted investment typesThese include:

• shares

• fixed interest and income instruments

• listed and unlisted unitised trusts including venture capital funds

• any Security, exchange traded fund, commodity or product quoted on a stock exchange

• interests in a managed investment scheme

• cash and bank deposits, and

• any investment, right or contract similar to or having substantially the same purpose as any of the above (that is not prohibited).

In certain circumstances, statutory or internal Macquarie Group imposed restrictions may preclude the acquisition or disposal of Securities in your Account. Where restrictions are imposed, this may affect your ability to buy or sell these Securities. Where an Investment Strategy includes a Managed Fund, a member of the Macquarie Group may be the trustee or responsible entity of the Managed Fund and either:

(a) may also be the manager of the Managed Fund, or

(b) may have appointed a person who is not the a member of the Macquarie Group to manage the assets of the Managed Fund.

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Prohibited investment typesThese include:

• futures contracts

• exchange traded options

• warrants, and

• derivatives.

Where a Managed Fund is included in the GMA it may have underlying exposure to one or more of the above noted prohibited investment types.

ReportingMIML makes reporting easy by:

• making a report pack available each quarter that includes Investment Strategy commentary, performance and Strategic Asset Allocation. These reports will generally be available via the Client Portal within 30 days of the end of the quarter

• making a report available at the end of each financial year setting out an investor’s taxable position in respect of the Account including realised and unrealised capital gains (or capital losses) and franking credits. These reports will generally be available via the Client Portal

• operating a Client Portal that allows investors to monitor activity in their Account. MIML undertakes on a reasonable endevours basis to update the Client Portal within one Business Day of activity in the Account.

Duties and responsibilitiesThe Investor

The Investor shall be responsible for:

• determining and reviewing the investment objectives, goals and guidelines for the Account

• advising MIML of, and executing written authorisation of, any changes in their IPS on a timely basis

• providing MIML with all relevant information on the Investor’s financial condition and risk tolerances and notifying MIML promptly of any changes to this information

• ensuring that, where applicable, the investment with MIML is made in accordance with the Investor’s Trust Deed, Constitution and/or any other legal obligations.

All decisions pertaining to the investment policy and guidelines for the policy’s implementation shall be made by the Investor.

MIML

MIML is expected to manage the Account in a manner consistent with the Investment Management Agreement and in accordance with State and Commonwealth law. MIML holds an AFSL and shall act on behalf of the Investor in accordance with the Agreement until the Investor decides otherwise or the Agreement is terminated.

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Operative provisions1. Definitions

‘Account’ means the account maintained on behalf of the Grantor as defined in the Investment Management Agreement between Macquarie Investment Management Limited (MIML) and the Grantor.

‘Investment’ means the following:• shares• fixed interest and income instruments• listed and unlisted unitised trusts including venture

capital funds• any Security, exchange traded fund or exchange

traded commodity quoted on a stock exchange• interests in a managed investment scheme• cash and bank deposits• any investment, right or contract similar to or having

substantially the same purpose as any of the above (that is not prohibited).

2. Appointment of Attorney

The Grantor appoints jointly as its Attorney (and subject to the conditions and limitations specified in Part 2 of the Schedule), any two signatories from Part 1 of the Schedule, to:

(a) purchase, sell, exchange, convert and otherwise transact in any and all Investments that relate to the Account

(b) establish accounts and execute Securities transactions with one or more Securities/broker/dealer firms and other financial intermediaries as the Attorney may select

(c) appoint a custodian to hold and deal with the Securities in your Account in its own name or in the name of any sub-custodian it may appoint

(d) deliver to any custodian or any Securities/broker/dealer firm or other financial intermediary executing transactions on behalf of the Grantor, a copy of this document as evidence of the authority of the Attorney to act as attorney for and on behalf of the Grantor, and

(e) execute documents, complete blanks in documents, amend, add to or vary any documents under hand or under seal and deliver the documents (conditionally or unconditionally), each at the option of the Attorney, in any place or places.

3. Ratification and indemnity

3.1 Ratification

The Grantor agrees to ratify and confirm whatever the Attorney lawfully does, or causes to be done, under this Power of Attorney.

3.2 Indemnity

The Grantor indemnifies the Attorney against:

(a) all actions, suits, claims, demands, damages, obligations, liabilities and losses arising directly or indirectly from, and

(b) any costs, charges and expenses incurred by or threatened against any of them as a consequence of, or in connection with,

the lawful exercise of any of the powers and authorities conferred by this Power of Attorney in accordance with its terms.

4. Registration

The Grantor authorises any person who is a party to any document executed under this Power of Attorney to register this Power of Attorney on behalf of the Grantor. The Grantor agrees to pay all reasonable costs incurred or payable for the registration within a reasonable time after demand for payment is made.

5. Operation

Nothing in this Power of Attorney affects or prejudices the obligations of MIML under this Agreement.

6. Revocation

The powers and authorities conferred on an Attorney by this Power of Attorney remain in full force and effect until revocation by the Grantor by written Notice to that Attorney.

7. Governing law and jurisdiction

This Power of Attorney is governed by the laws of New South Wales. The Grantor irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

Schedule to power of attorneyPart 1 – Attorney

Any person who:

(a) Is a representative of Macquarie Investment Management Limited, holder of AFSL No. 237492

OR

(b) Is either an Associate Director, Division Director or Executive Director of Macquarie Group Limited.

Part 2 – Conditions and limitations

Any power granted to the Attorney pursuant to this Limited Power of Attorney can only be exercisable in relation to any or all of the Investments for the purposes of establishing or managing the Grantor’s Account.

9C. Limited Power of Attorney

This Power of Attorney is given by: The person(s)/legal entity named within the application form (the Grantor).

Appointing: The person(s)/legal entity described in Part 1 of the Schedule to this Power of Attorney (each referred to as the ‘Attorney’).

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Macquarie reserves the right to change any of the terms and conditions in this section at any time by giving you 30 days Notice of material changes and by providing updated information on the Client Portal for any other changes.

9D. Other Important Terms and Conditions

Macquarie Online Service Terms and ConditionsWe provide a secure internet service referred to as the Client Portal, which enables you and Authorised Users to access information and/or to transact on your Account. Throughout these terms and conditions, this service is referred to as Macquarie Online.

The terms and conditions in relation to Macquarie Online in this Booklet may be updated and amended from time to time, and you will be bound by these updates and amendments. Please see the website for the most up to date terms and conditions, at macquarie.com.au/personal.

1. Definitions

Account has the meaning as set out in section 9A, Investment Management Agreement.

Authorised User means a person authorised by you to access and/or transact on your Account(s) via Macquarie Online in accordance with the Third party access authority terms in section 9D, Other Important Terms and Conditions.

Login Details means the user information necessary to access your Account or information about your Account electronically. Login Details include, without limitation your Macquarie ID and any Secret Codes required to access Macquarie Online services.

Macquarie ID or Macquarie Access Code is a unique code allocated to you or an Authorised User by us which identifies you or the Authorised User and when used in conjunction with a Secret Code provides access to Macquarie Online.

Macquarie Group refers to Macquarie Bank Limited and its related entities, including Macquarie Investment Management Limited.

Materials means any proprietary and confidential information including messages, files, data, software, images, photographs, illustrations and text contained on Macquarie Online.

Mobile Device means a mobile phone or another type of personal electronic device which is able to access Macquarie Online.

Password means a security password which is issued by us, or selected by you or an Authorised User which enables access to Macquarie Online.

Secret Code means individually and collectively any Login Details which we require you or an Authorised User to keep secret, including any Passwords.

Third Party Website means a website relating to a product or service which is not our product or service, but which may be displayed and accessible through Macquarie Online.

We, our, us or Macquarie refers to Macquarie Investment Management Limited.

2. Please read this clause carefully before you access any Macquarie Online service. The first use of any Macquarie Online service will constitute your agreement to the Macquarie Online Service Terms and Conditions.

(a) You agree to use Macquarie Online only if permitted by us for legitimate purposes and not to interfere with or damage (or attempt to interfere with or damage) any code, data or software associated with Macquarie Online.

(b) We will use reasonable efforts to provide (but do not guarantee that we will provide) reliable data and information, to the extent that it is within our control. We take no responsibility for the reliability of data and information outside our control.

(c) Subject to conditions and warranties implied by legislation, we exclude:

i. liability for any delay, interruption or unavailability of Macquarie Online and for any inaccuracy or incompleteness of data provided by any person and available via Macquarie Online, and

ii. all terms implied by statute, general law or custom except ones that may not be excluded. If we breach any condition or warranty implied by legislation in a contract with a consumer, liability for that breach is limited to a resupply of the goods or services in respect of which the breach occurred.

3. Access

(a) To access Macquarie Online, you or an Authorised User will need a Macquarie ID and Password. You and each Authorised User will either be required to set your own Password or change a temporary Password that we send you. There may be times when Macquarie Online is unavailable from some computers and devices, for example, due to hardware or software restrictions or problems with internet connectivity. You and your Authorised Users are responsible for obtaining access to Macquarie Online. Specifically, you and your Authorised Users are responsible for all equipment necessary to access Macquarie Online.

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(b) Subject to the Third party access authority terms in section 9D, Other Important Terms and Conditions, you may nominate another person to have access to your Account through Macquarie Online by completing the appropriate form (available online). Authorised Users may be able to view, or both view and transact on, your Account(s) through Macquarie Online using their own Login Details. You must ensure that Authorised Users comply with the Macquarie Online Service Terms and Conditions where they apply to them. You will be liable for any transaction made by an Authorised User within the authority you give to them. You may cancel the authority of an Authorised User in accordance with the Third party access authority terms in section 9D, Other Important Terms and Conditions.

4. Fees and charges

There are no establishment or ongoing fees for accessing or using Macquarie Online.

However, access and use of the Macquarie Online services may involve third party fees, including from:

• internet service providers, or

• telecommunications providers for downloading or using Macquarie Online.

You should refer to the relevant third parties for details of their fees and charges.

5. Liability for unauthorised transactions

This clause applies to Macquarie Online transactions carried out using Login Details without your or an Authorised User’s knowledge or consent (unauthorised transactions). You are liable for all transactions that are carried out with your or an Authorised User’s knowledge or consent.

(a) When you are not liable

You are not liable for loss arising from an unauthorised transaction that occurs:

i. due to the fraudulent or negligent conduct of our employees or agents

ii. due to the fraudulent or negligent conduct of any companies involved in the electronic transaction system, or their employees or agents

iii. because any element of your Login Details is forged, faulty, expired or cancelled

iv. before you or an Authorised User received a Secret Code and where the Secret Code was required to perform the unauthorised transaction

v. after we have been informed that the security of a Secret Code has been breached

vi. through the use of your or an Authorised User’s Macquarie ID without the use of a Secret Code, or

vii. where it is clear that you or an Authorised User did not contribute to the loss.

(b) When you are liable

You will be liable for actual losses arising from unauthorised transactions that occurred before we are notified of the breach of security in relation to a Secret Code, where we can prove on the balance of probabilities that you contributed to the loss:

• through fraud

• by acting with extreme carelessness in failing to protect the security of a Secret Code

• by unreasonably delaying reporting a breach of security in relation to a Secret Code (although you will only be liable for the actual losses that occur after you or an Authorised User become aware, or should reasonably have become aware, of the breach of security), or

• where the security guidelines set out in this clause are breached.

You will not, however, be liable for losses on which we agree cannot be accessed through the use of any Login Details.

(c) System or equipment malfunction

Notwithstanding any of the above provisions in this clause you are not liable for loss caused by the failure of any system or equipment to complete a transaction, which is accepted by that system or equipment. However, to the extent that you or an Authorised User should reasonably have been aware that any system or equipment was unavailable or malfunctioning, our liability is limited to correcting errors in your Account and refunding any fees or charges that you have incurred as a result.

(d) Account aggregation services

Some companies provide account aggregation services that allow you to view account information from different institutions on the one webpage, or download your account statements. These companies usually require you to give them your Secret Code(s). We do not endorse, promote, or authorise the use of account aggregation services in connection with your Account. If you disclose any Secret Code(s) to another person, you will be liable for any transactions on your Account made by that person using that Secret Code(s). Refer to security clause below for more information.

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6. Security

(a) Security and Fraud

We are committed to providing the highest quality of financial services within a trusted environment. Please read the Security and Fraud statement (available online) for more information.

(b) Equipment security

You and your Authorised Users must take all reasonable steps to protect the security of your respective computer hardware and software, and Mobile Device. Reasonable steps include:

• for computer hardware and software – protecting your computer from viruses and maintaining passwords, and

• for Mobile Devices – setting screen lock passwords and ensuring that others do not have access to the use of your Mobile Device.

You and your Authorised Users should log out from Macquarie Online at the end of each session.

You acknowledge that, for security purposes, we reserve the right at any time to log you and any Authorised Users out of Macquarie Online, for example if you or the Authorised Users are inactive for a period of time after having logged on.

Where you or an Authorised User remove some system level restrictions on a Mobile Device by, for example, ‘jailbreaking’ or ‘rooting’ the Mobile Device, you indemnify us for any loss arising from fraudulent activity carried out on the Mobile Device, including in respect of your Account.

(c) Security guidelines

The security of your and your Authorised User’s Secret Codes is very important, as whoever has access to them may be able to perform transactions on your Account. These guidelines are designed to help you keep your and your Authorised User’s Secret Codes secure.

By following these guidelines, you and your Authorised Users can assist in preventing unauthorised transactions on your Account. These guidelines do not determine your liability for unauthorised transactions. Your liability will be determined under these Macquarie Online Service terms and conditions and any applicable codes of practice to which we subscribe.

To protect your Secret Codes you and your Authorised Users should:

• not disclose any Secret Code to anyone, including a family member or friend

• take care to prevent anyone seeing a Secret Code entered into a computer, Mobile Device or telephone

• try to commit all Secret Codes to memory and not record them by any means (including by storing them on a computer or Mobile Device, or any article that could be accessed or stolen along with a computer or Mobile Device) without making a reasonable attempt to disguise them

• not choose a Secret Code which can be easily guessed including, for example, a Secret Code that uses repeated characters, consecutive numbers, or a Secret Code that represents a recognisable part of your or their name, birth date, telephone number or driver’s licence number, and

• change all Secret Codes at regular intervals.

The following are examples of what is NOT a reasonable attempt at disguising a Secret Code:

• recording the Secret Code in reverse order

• recording the Secret Code as a telephone number where no other numbers are recorded

• recording the Secret Code as a telephone number including the Secret Code in its correct sequence

• recording the Secret Code as a sequence of numbers or letters with any of them marked to indicate the Secret Code

• recording the Secret Code as a date (including a birth date) or as an amount, or

• recording the Secret Code in any other way that can be easily identified.

(d) Reporting loss, theft or misuse of Secret Codes and devices

You or an Authorised User must immediately notify us if it is suspected that the security of a Secret Code or Mobile Device has been breached. You or an Authorised User must also promptly notify us of any unauthorised transactions on your Account.

If we are unable to be contacted by phone because our lines are unavailable, you will not be liable for unauthorised transactions which could have been prevented had we been contactable, provided we are told within a reasonable time after our telephone facilities become available again.

7. Third party websites

We may provide links to Third Party Websites through Macquarie Online for convenience. Where you or an Authorised User leave Macquarie Online via such a link, it is at your or the Authorised User’s own risk. The information available through the link to the Third Party Website is not produced, checked for accuracy, or otherwise reviewed by us and we have no control over the information on Third Party Websites or the products or services on them.

Inclusion of a link to a Third Party Website should not be construed as that party’s endorsement of the Macquarie Online; nor should it be construed as our endorsement of the Third Party Website. By linking to sites operated by third parties, we are not authorising the reproduction of any material on such sites, as such material may be the subject of intellectual property rights.

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8. Suspension and termination

We may, acting reasonably, suspend and/or terminate your or an Authorised User’s use of and access to Macquarie Online for any of the following reasons:

• breach or suspected breach of these terms and conditions or any other incorporated agreements or guidelines

• where we believe that use of Macquarie Online may cause loss to you or us

• to comply with our obligations under any applicable laws (including any Anti-Money Laundering or Counter-Terrorism Financing laws and sanctions) or a court order

• fraud or suspected fraud

• requests by law enforcement or other government agencies, or

• unexpected technical or security issues or problems.

Where possible, we will give you reasonable Notice of suspension or termination, however this may not be possible in all circumstances. You may contact us to suspend your or an Authorised User’s use of and access to Macquarie Online.

9. Notices

Where you agree that we may give all notices and other communications in connection to your Account electronically, we will do so:

• by emailing them to your last known email address or sending them through SMS to your last known mobile telephone number, or

• by making them available online.

If we are not required to obtain your consent before sending you such notices electronically, we may do so without seeking your agreement.

Where communications are made available online, we may notify you of this fact by email or SMS. You should check your emails and SMS messages regularly.

10. Updating your contact details

You must ensure that the contact details that you provide to us, including but not limited to your mobile phone number and email address, remain up to date. If your contact details change, you must let us know as soon as possible by contacting us.

11. Availability of Macquarie Online

We will use reasonable efforts to ensure that access to Macquarie Online is available on a 24 hour continuous basis. However, this may not always be possible.

12. Marketing and other communications

You acknowledge that use of Macquarie Online may involve certain communications from us, such as service announcements, administrative messages and marketing material and that these communications are considered part of the Macquarie Online service.

13. Confidentiality

We respect the confidentiality of the information of all our clients. Information which you provide to us will not be disclosed except where we are required or permitted to disclose it. This includes where we are compelled by law, there is a duty to the public to do so, our interests require us to do so or the disclosure is made with your consent.

14. Proprietary rights

You acknowledge and agree that Macquarie Online consist of, and contain, Materials that are owned by Macquarie, its licensors and other contributors. Macquarie has prepared and maintains Macquarie Online in good faith and we make no representation or warranty as to the accuracy or currency of the Materials. Macquarie Online and the Materials (the Content) are protected by intellectual property and other applicable laws.

Macquarie grants you and each Authorised User a personal, non-transferable and non-exclusive licence to access and use the Content. Under this licence you and each Authorised User:

• is authorised to view, retrieve, listen to, personally store and print a copy of any Content for personal use

• must not (and must not permit any third party to) modify, sublicense, loan, sell or distribute the Content, in whole or in part, create derivative works based on or reverse engineer the Content, or otherwise use any of the Content in any way for any public or commercial purpose, and

• must not otherwise infringe the intellectual property rights of any person in using the Content.

15. Changes to your Account

(a) You promise that all particulars given to us (whether in an application form or otherwise) are accurate and complete and not, by omission or otherwise, misleading.

(b) You owe us a duty of care and will not do anything which may facilitate, or omit to do anything which may prevent, any fraud, forgery or other illegal act.

(c) In order to ensure our records are accurate you will promptly notify us in writing of any change in:

i. your name, address, mobile number or email address

ii. the authority of any third party, or

iii. the contents of any application form or any other documents, information or authorisations supplied by you or on your behalf in connection with the Account.

(d) If no such notice is given (regardless of whether such change is registered in a public registry), we are entitled to rely on information, authorisations and documents previously supplied by you. We will not be responsible for any errors or losses associated with changes to your Account where we have received no or inadequate prior notice.

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Third party access authorityMIML offers a facility where you may authorise a company, firm or another person to have access to or operate your Account. This can be achieved by nominating a third party to have enquiry access or become an authorised signatory on your Account. The rights and obligations attached to each level of authority are described in these terms and conditions.

General terms and conditions

1. Only you may appoint a third party to access or operate your Account.

2. If you appoint a third party to operate your Account they will automatically be able to enquire on your Account also.

3. Macquarie can impose conditions at any time (acting reasonably).

4. You acknowledge and agree that these terms and conditions apply to the third party appointed by you in the same way that they apply to you. You must ensure that every third party appointed by you has read these terms and conditions and complies with them. If any third party appointed by you does not comply with these terms and conditions, you will be in breach of these terms and conditions.

5. This authority takes effect on the date when Macquarie amends its records to note the appointment of the third party and continues until Macquarie cancel it or you cancel it by telling Macquarie in writing. Cancellation takes effect on the date when Macquarie amends its records to note the change.

6. Macquarie may cancel the appointment of a third party as an authority on your Account by telling you in writing.

7. Macquarie may cancel the authority given to a third party if Macquarie receives written notice of the death, bankruptcy or mental illness of either you or the third party.

8. You can arrange to have the authority of any third party appointed by you revoked at any time by notifying Macquarie in writing. The notice of revocation must be signed in accordance with the operating instructions for the Account.

9. Third parties may not set up direct debits on your Account or give other third parties access or authority on your Account.

10. Where you give authority to a company or firm such as your stockbroking or financial advisory firm:

(a) the company or firm will give Macquarie details of people who can act on its behalf

(b) you acknowledge and agree that the company or firm may do this and that the people nominated by the company or firm can operate your Account in accordance with the authority you have given it

(c) Macquarie will only act on requests from the company or firm, if the person has been nominated by it in accordance with its procedures, and

(d) the company or firm must tell Macquarie in writing if any nominated person no longer has authority. Until Macquarie have been advised in writing that a person no longer has authority that person may still operate your Account and you cannot claim that he or she is not acting for you or is not authorised.

11. You acknowledge and agree that if the third party appointed by you does not comply with these terms and conditions, Macquarie may unilaterally cancel the person’s authorisation, close or block your Account.

12. You:

(a) indemnify Macquarie against all loss, liabilities and costs incurred directly or indirectly as a result of the appointment by you of your Financial Services Professional or any person nominated by them in accordance with clause 10

(b) indemnify Macquarie against all loss, liabilities and costs incurred directly or indirectly in connection with any action by your Financial Services Professional or any person nominated by them in accordance with clause 10, under their appointment or any payment made from your Account on their instruction

(c) release Macquarie from all claims and liabilities in connection with any act or omission relating to the appointment of your Financial Services Professional or any person nominated by them in accordance with clause 10, to your Account

(d) release Macquarie from all claims and liabilities in connection with any action by your Financial Services Professional or any person nominated by them in accordance with clause 1.10, under their appointment or any payment made from your Account on their instruction.

However Macquarie remains liable for any loss or liability which:

(a) arises as a result of its negligence, or

(b) by operation of law Macquarie cannot exclude.

Terms relating to each of the levels of authority

Enquiry authority

(a) You authorise the third party to have access to information about your Account.

(b) You do not authorise the third party to make withdrawals from your Account, make any changes to your Account details or close your Account.

Authorised Signatory Authority

(a) You authorise the third party to make payments and withdrawals for any purpose including but not limited to: the deduction of fees and payments to government departments or agencies, by instructing Macquarie in writing.

(b) This authority allows the third party to change details on your Account (subject to clause 7) and close your Account.

30


Privacy statementYour privacy is important to MIML. This statement explains how your personal information will be used and disclosed and provides information about your privacy rights.

We may collect, hold, use and disclose personal information about you to process your application, administer and manage the products and services sought by and provided to you, monitor, audit and evaluate those products and services, model and test data, communicate with you and deal with any complaints or enquiries.

We collect and record personal information through our interactions with you and your nominated adviser(s), including by telephone, email or online. We may also collect personal information from public sources and third parties including information brokers and our service providers. Without this information, we may not be able to process your application or provide you with an appropriate level of service. We are required or authorised to collect your personal information under various laws including Anti-Money Laundering and Counter-Terrorism Financing Act, Superannuation Industry (Supervision) Act, Taxation Administration Act, Income Tax Assessment Act, Corporations Act, Life Insurance Act, Insurance Contracts Act and the Foreign Account Tax Compliance Act (US), and any similar law of any country, and any related laws designed to implement those laws in Australia.

Where you provide us with personal information about someone else you must first ensure that you have obtained their consent to provide their personal information to us based on this Privacy Statement.

We may exchange your personal information with other companies in the Macquarie Group as well as our service providers which are described further in our Privacy Policy. We will supply the adviser(s) nominated on your application form or in a subsequent written communication to us, and their Australian financial services licensee if applicable, with information about your Account. We may also disclose personal information to regulatory authorities (eg tax authorities in Australia and overseas) in connection with their lawful information requests or to meet our legal obligations in any relevant jurisdiction. The third parties with whom we exchange personal information may operate outside of Australia (this includes locations in the USA, India and the Philippines and the countries specified in our Privacy Policy). Where this occurs, we take steps to protect your information against misuse or loss.

We and other companies in the Macquarie Group may use your personal information to contact you on an ongoing basis by telephone, electronic messages (like email), online and other means to offer you products or services that may be of interest to you, including offers of banking, financial, advisory, investment, insurance and funds management services, unless you change your marketing preferences by telephoning us as set out below or visiting macquarie.com.au/optout-bfs. Under the Privacy Act, you may request access to your personal information that we hold. You can contact us to make such a request or for any other reason relating to the privacy of your personal information by telephoning us on 1800 501 180 or emailing [email protected]. Please mark communications to the attention of our Privacy Officer.

The Privacy Officer Macquarie Investment Management Limited 1 Shelley Street, Sydney NSW 2000

You may also request a copy of our Privacy Policy which contains further details about our handling of personal information, including how you may access or update your personal information and how we deal with your concerns. The Privacy Policy can also be found via macquarie.com.au

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Foreign tax residency information – CRS and FATCAUnder the Common Reporting Standard (CRS) and Foreign Account Tax Compliance Act (FATCA), we are required to collect certain information from you to identify if you are a tax resident of a country other than Australia. If you are a foreign tax resident, we will provide this information to the Australian Tax Office, who may pass this information on to tax authorities in other countries. Our collection and sharing of this information is done in accordance with our Privacy Policy.

1. You must not knowingly do anything to put Macquarie in breach of:

(a) sections 1471 to 1474 of the US Internal Revenue Code of 1986 (commonly known as FATCA), any associated regulations or official guidance, any agreement with the US Internal Revenue Service relating to FATCA or any Australian laws, regulations or official guidance relating to an intergovernmental agreement between the United States and Australia in connection with FATCA (FATCA Laws) or our internal policies and procedures

(b) our obligations in relation to Common Reporting Standards under the Taxation Administration Act 1953 (Cth) (commonly known as CRS), any associated regulations or official guidance, the OECD Multilateral Competent Authority Agreement on Automatic Exchange of Account Information or any Australian laws, regulations or official guidance in connection with CRS (CRS Laws) or our internal policies and procedures.

2. You agree to provide Macquarie all information or assistance we request, at any time, (whether as part of the application process or otherwise) to ensure that we are able to comply with our obligations under the FATCA Laws, CRS Laws or Macquarie’s internal policies and procedures.

3. In making an application, you consent to Macquarie disclosing, in connection with the FATCA Laws, CRS Laws or Macquarie’s internal policies and procedures, any of your Personal Information (as defined in the Privacy Act 1988 (Cth)).

4. Macquarie, at its sole discretion, retains the right to withhold its products and services from any applicant that it does wish to supply, including where information has not been provided, as required, to comply with FATCA Laws, CRS Laws or Macquarie’s internal policies and procedures.

Anti-money laundering and counter terrorism financing act 20061. You must not knowingly do anything to put Macquarie

in breach of the Anti-Money Laundering and Counter Terrorism Financing Act 2006, rules and other subordinate instruments (AML/CTF Laws) and/or its internal policies and procedures. You undertake to notify Macquarie if you are aware of anything that would put Macquarie in breach of AML/CTF Laws.

2. If requested, you agree to provide additional information and assistance and comply with all reasonable requests to facilitate Macquarie’s compliance with AML/CTF Laws in Australia or an equivalent overseas jurisdiction.

3. You undertake that you are not aware and have no reason to suspect that:

(a) any deposit to the Account is derived from or related to money laundering, terrorism financing or similar activities (Illegal Activities), and

(b) proceeds of investment made in connection with this product will fund illegal activities.

4. Macquarie is subject to AML/CTF Laws and/or its internal policies and procedures. In making an application, you consent to Macquarie disclosing in connection with AML/CTF Laws any of your Personal Information (as defined in the Privacy Act 1988 (Cth)) Macquarie has.

5. In certain circumstances Macquarie may be obliged to freeze or block an account where it is used in connection with Illegal Activities or suspected Illegal Activities. Freezing or blocking can arise as a result of the account monitoring that is required by AML/CTF Laws. If this occurs, Macquarie is not liable to you for any consequences or losses whatsoever and you agree to indemnify Macquarie if Macquarie are found liable to a third party in connection with the freezing or blocking of your Account.

32


Direct debit service agreementThe direct debit service is an optional service which allows you to set up regular investments into your Account. Funds invested into your Account are deposited with MBL, in the name of BSCL, the custodian of the GMA. The regular investments are invested into your Account from accounts operated by certain other approved financial institutions which permit the processing of direct debits.

By completing a direct debit request in your application form, you acknowledge and agree that you are authorising and requesting any one of the following Macquarie Group (Macquarie) companies to provide you with the direct debit service from time to time:

i. Macquarie Bank Limited ABN 46 008 583 542, or

ii. Macquarie Investment Management Limited ABN 66 002 867 003

in accordance with the following terms and conditions:

1. details of your direct debit arrangements are set out in the Direct Debit Request or application form

2. by signing the Direct Debit Request or by providing Macquarie with a valid instruction, you have authorised Macquarie to arrange for funds to be debited from your account. You should refer to the Direct Debit Request and this agreement for the terms of the agreement between Macquarie and you

3. Macquarie will only arrange for fund to be debited from your account as authorised in the Direct Debit Request

4. the account held by your nominated financial institution must be in the same name or names as your Account

5. where the due date for a debit does not fall on a Business Day, Macquarie may direct your nominated financial institution to debit your account on the following Business Day. If you are uncertain as to when a debit will be processed, you should ask your nominated financial institution

6. you must allow two Business Days from the date of receipt by Macquarie for funds deposited through the direct debit service to be cleared

7. third parties authorised to operate your Account may not set up a direct debit on your behalf

8. you must notify Macquarie immediately if you know or suspect any unauthorised transactions have occurred in relation to your direct debits. You should also notify your financial institution as soon as possible

9. you must notify Macquarie immediately if you believe that there has been an error in debiting your account and confirm that notice in writing with Macquarie as soon as possible so that Macquarie can resolve your query more quickly. Alternatively you can take it up with your financial institution

10. if Macquarie concludes as a result of our investigations that your account has been incorrectly debited, Macquarie will respond to your query by arranging for your financial institution to adjust your account (including interest and charges) accordingly. Macquarie will also notify you in writing of the amount by which your account has been adjusted

11. if Macquarie concludes as a result of our investigations that your account has not been incorrectly debited, we will respond to your query by providing you with reasons and any evidence for this finding in writing

12. you must ensure that there are sufficient cleared funds in your nominated account(s) to honour your direct debit request

13. if there are insufficient clear funds in your account to meet a debit payment:

(a) you may be charged a fee and/or interest by your financial institution

(b) you may also incur fees or charges imposed, or incurred by Macquarie

14. you should check your account statement to verify that the amounts debited from your account are correct

15. your nominated financial institution(s) may, in its absolute discretion, decide the order of priority of payment by it of any monies pursuant to this request or any equivalent authority or mandate

16. your nominated financial institution(s) may in its absolute discretion, at any time by notice in writing to you or Macquarie, terminate this request as to future debits

17. Macquarie may, by 14 days’ prior Notice in writing to you, vary the timing of future debits, or any of the terms of this direct debit service agreement

18. you can modify or defer your use of the direct debit service at any time by giving Macquarie notice in writing. Your request will normally be processed within seven days of receiving your properly completed request

19. you can stop a particular debit or cancel your direct debit at any time by giving Macquarie seven days notice in writing or by contacting your nominated financial institution. Your request will normally be processed within seven days of receiving your properly completed request

20. when your Account is closed, all regular deposits under the direct debit service will cease

21. your use of the direct debit service may be automatically cancelled if three consecutive direct debit payments are dishonoured due to insufficient funds in your nominated account. If this occurs, Macquarie will notify you that your use of the service has been cancelled. Macquarie will also charge to your Account the cost of any dishonour costs

22. you acknowledge that Macquarie may be required to reveal details of your direct debit request to the extent specifically required by law, for the purpose of this agreement or to its sponsor bank to assist with the checking of any incorrect or wrongful debits to your nominated account. In all other circumstances, Macquarie will keep all information relating to your direct debit arrangements private and confidential. Macquarie will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make an unauthorised use, modification, reproduction or disclosure of that information

33


23. you authorise the external financial institution(s) nominated on the Direct Debit Request form to confirm the BSB, account number and account name to Macquarie if required, and

24. direct debiting through the Bulk Electronic Clearing System (BECS) is not available on all accounts. You should check with your financial institution whether direct debiting is available from your account. You should check your account details which you have provided to Macquarie are correct by checking them against a recent statement. If you are uncertain about these matters, you should contact your nominated financial institution

25. if you wish to notify Macquarie in writing about anything relating to this agreement, you should write to:

MIML 1 Shelley Street Sydney, NSW, 2000

Macquarie will notify you by sending you a Notice in the ordinary post to the address you have given us in the application form. Any Notice will be deemed to have been received on the sixth Business Day after posting.

Facsimile and electronic instruction serviceUnder the facsimile and electronic instruction service, we will generally accept instructions or verification of information in relation to the operation of your Account, including some withdrawal requests, sent in the form of a facsimile, or such other electronic forms that we deem acceptable. For example an email with a scanned image of a completed GMA form may be acceptable for some instructions. The form will instruct you whether a facsimile or email will be accepted instead of the original.

You must not provide anyone else (other than anyone you have registered as an authorised contact) with access to or allow anyone else to operate your Account in your name.

You acknowledge Macquarie is entitled to rely on, and you will be liable for any instructions we receive in relation to your portfolio which appear to have been duly sent and authorised by you. However, Macquarie will not be entitled to rely on instructions in relation to your Account if:

(a) you have previously advised Macquarie that there has been or you suspect unauthorised activity on your Account, and

(b) the order was fraudulently given by an employee of Macquarie.

By providing instructions in this way you acknowledge there is an increased risk of fraud and that you release us from, and agree to reimburse us for any losses and liabilities arising from any payment or action we (acting reasonably) make in this respect, provided we have acted without fraud and negligence.

There is a risk that fraudulent facsimile or electronically received withdrawal requests can be made by someone who has access to your Account id and a copy of your signature. We reserve the right to add further requirements at any time where we consider these to be reasonably necessary to protect your Account.

34


MWE011 IFA 07/17

To contact the Client Service team, call 1800 501 180, fax 02 9252 7130 or email [email protected] Macquarie Investment Management Limited 1 Shelley Street Sydney NSW 2000

1


Macquarie Investment Management LimitedPART B – INVESTMENT MENU

macquarie.com


DATED: 20 JULY 2017







2

1 Investment Managers

Macquarie Investment Management Limited (MIML) will appoint a range of Investment Managers to provide the Investment Strategies for the Macquarie Global Managed Account.

As at the date of this document, Macquarie Investment Management Global Limited (MIMGL) is the sole Investment Manager. MIML may add new Investment Managers and Investment Strategies.

Macquarie Investment Management Global LimitedMacquarie Investment Management Global Limited ABN 90 086 159 060 AFSL 237843 (MIMGL) is a wholly owned subsidiary of Macquarie Group Limited (MQG). MIMGL is a related body corporate of MIML.

MIMGL forms part of Macquarie Group’s investment management business, Macquarie Investment Management.

Macquarie Investment Management delivers a full-service offering across a range of asset classes including fixed interest, listed equities (domestic and international) and infrastructure securities to both institutional and retail clients in Australia and the US, with selective offerings in other regions.

This document has been prepared by Macquarie Investment Management Limited ABN 66 002 867 003 AFSL No. 237492 (MIML). This document contains general advice and does not take into account your objectives, financial situation or needs. Before acting on this general advice you should consider whether it is appropriate to your situation. We recommend that you obtain financial, legal and taxation advice before making any financial investment decision. TheMacquarie Global Managed Account (GMA) referred to in this Agreement and Application booklet is offered by MIML (referred to in this document as, ‘we’, ‘our’, ‘us’). MIML is part of the Macquarie Group of Companies.Investments in the GMA, other than cash on deposit with Macquarie Bank Limited ABN 46 008 583 542, are not deposits or liabilities of Macquarie Bank Limited (MBL) or of any member of the Macquarie Group and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. Neither Macquarie Bank Limited, MIML nor any other member company of the Macquarie Group guarantees the performance of the GMA or the repayment of capital from the GMA or any particular rate of return.Information in this document is current as at the issue date, but may change from time to time. We may change any information in this document with, in the case of certain material changes, 30 days’ notice to investors. Information that is not materially adverse may be subject to change from time to time and we may provide updated information on the Client Portal. A copy of updated information is available free on request.

MWE011 GMA 07/17

2 Investment Strategy descriptions

The Investment Menu for the GMA includes Part B of the Macquarie Global Managed Account Agreement and Application Booklet as well as the Investment Strategies which outlines all the available investment strategies you have the ability to invest in.

The list of Investment Strategies and their descriptions are available online at macquarie.com/managedaccounts. The Investment Strategies may change from time to time and where this information changes this will be available online at the website provided above.

To contact the Client Service team, call 1800 501 180, email [email protected] or write to us at Macquarie Investment Management Limited, 1 Shelley Street Sydney, NSW 2000.

A


Macquarie Investment Management LimitedPART C – HOW TO APPLY AND APPLICATION FORMS


DATED: 20 JULY 2017

macquarie.com

B

Contents

1. How to complete an application 1

2. Investor types and application requirements 3

3. Forms 5

This document has been prepared by Macquarie Investment Management Limited ABN 66 002 867 003 AFSL No. 237492 (MIML). This document contains general advice and does not take into account your objectives, financial situation or needs. Before acting on this general advice you should consider whether it is appropriate to your situation.

We recommend that you obtain financial, legal and taxation advice before making any financial investment decision.

The Macquarie Global Managed Account (GMA) referred to in this Agreement and Application booklet is offered by MIML (referred to in this document as, ‘we’, ‘our’, ‘us’). MIML is part of the Macquarie Group of Companies.

Investments in the GMA, other than cash on deposit with Macquarie Bank Limited ABN 46 008 583 542, are not deposits or liabilities of Macquarie Bank Limited (MBL) or any member of the Macquarie Group and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. Neither Macquarie Bank Limited, MIML nor any other member company of the Macquarie Group guarantees the performance of the GMA or the repayment of capital from the GMA or any particular rate of return.

Information in this document is current as at the issue date, but may change from time to time. We may change any information in this document with, in the case of certain material changes, 30 days’ notice to investors. Information that is not materially adverse may be subject to change from time to time and we may provide updated information on the Client Portal. A copy of updated information is available free on request.







1

1 How to complete an application

Each investor should ensure that participating in the GMA is suitable for them, is permitted under applicable law and does not contravene any documents binding on them.

Prior to completing the application form, you should read the Investment Management Agreement, Investment Policy Statement, Limited Power of Attorney, Investment Menu and Other Important Terms and Conditions, located in Part A of the Agreement and Application Booklet.

The application form will guide you through the questions that are applicable to you. Please note that for some investor types we require additional documentation. The Investor types and application requirements table that follows will advise you of any additional requirements.

When you complete the application form, please:

• use a black pen

• write in capital letters

• answer all mandatory sections

• provide additional documentation where required

• sign the declaration and signature section, and

• send the original completed form to MIML.

If you make an error, please do not use correction fluid. Instead, please cross out your error and sign next to your amendments in full.

1.1 General guidelinesCompleted application forms

Your completed application form, Investment Policy Statement (IPS) and supporting documentation should be sent to:

MIML 1 Shelley St, Sydney, NSW 2000

Residential and mailing addresses

Please note that we are required to collect a residential address (or office address, where applicable) for the account holder(s). If your mailing address is care of a third party such as your adviser, please be aware that all correspondence will be sent to this address, including passwords and access codes.

Five or more applicants

For applications with five or more applicants, please attach a separate completed application form(s) with additional applicant’s details.

Signing under Power of Attorney

If you are signing under power of attorney, please provide identification (eg driver’s licence) with an attached original certified copy of the power of attorney and specimen signature(s) of the attorney(s) if not displayed in the document.

Who should sign the application form?

Please refer to Investor types and application requirements table.

What if not all sections are completed?

We will endeavour to open your Account as soon as possible. In some circumstances, where mandatory questions are not completed or additional documents required are not supplied, we will not be able to open your Account until such time this information is provided or completed.

Foreign Account Tax Compliance Act (FATCA)

Since the introduction of FATCA, we must obtain and disclose information about certain investors to the ATO or US Internal Revenue Service. Please refer to the section headed Foreign Account Tax Compliance Act (FATCA) in Part A of the Agreement and Application Booklet for more information. Accordingly all applicants will be required to answer certain FATCA questions as

part of their application. If you are being identified by your adviser as part of your application then your adviser will also need to complete the FATCA questions contained in the relevant FSC/FPA Identification form for the type of account you are opening.

Common Reporting Standards (CRS)

As a result of CRS we will have to obtain and disclose information about certain investors to the ATO, which may then be passed onto relevant foreign taxation authorities. Please refer to the section headed Common Reporting Standards (CRS) in Part A of the Agreement and Application Booklet for more information. Accordingly all applicants will be required to answer certain questions in relation to their tax residency as part of their application. If you are being identified by your adviser as part of your application then your adviser will also need to complete the CRS questions contained in the relevant FSC/FPA Identification form for the type of account you are opening.

1.2 Identification formsThe Investor types and application requirements table provides an overview of the identification forms required for the different entity types available to be opened via the GMA.

When do I need to provide an identification form?

You must supply identification and/or supporting documentation unless you are an active Macquarie account holder who has already supplied an identification form.

This also applies to individuals who are authorised third party signatories on your Account.

Why do I need to provide identification?

The Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and Macquarie internal policy requires the collection and verification of specific information from clients.

Which identification do I need to provide?

This will depend on the type of account you are opening and whether or not you are being identified through an authorised adviser.

2

How to complete an application

Identification through an authorised adviser

If you are being identified by your adviser, then your adviser will need to:

• complete the relevant Identification form for the type of account you are opening (see the Investor types and application requirements table for details of the form you will need to complete). All Identification forms are available from macquarie.com.au/idforms

• verify certain identification documents, such as your passport or driver’s licence. Each form has different requirements which are specified on the form

• send a copy of the completed form to us along with your application form.

Please note: You will need to supply original or certified copies of your proof of identification documents to the person who is verifying your identification.

MIML only requires the Identification form. Please do not send MIML copies of identification when verification of your information is being completed by an adviser.

Can I be identified without an adviser?

Yes. In the event that you are not able to be identified by your adviser, you may be able to be identified by a checking officer at a Macquarie office or at Australia Post.

Further details on the required forms, supporting identification documentation, and process can be obtained by using the website macquarie.com.au/idforms and following the links. Please note that you will need to supply original or certified copies of your proof of identification documents.

What is a certified copy?

A copy of the original documentation which has been signed as a true and correct copy by one of the authorised persons listed below. This cannot be faxed. The authorised person should also print their name and position and if possible affix an official stamp, and date.

Authorised persons may include:

• an officer with, or authorised representative of, a holder of an AFSL, having 2 or more continuous years of service with one or more licensees

• finance company officer with 2 or more continuous years of service with one or more finance companies

• an officer with 2 or more continuous years of service with one or more financial institutions

• a member of the Institute of Chartered Accountants in Australia, CPA Australia or the National Institute of Accountants with 2 or more years of continuous membership

• an Australian police officer

• a chiropractor

• a dentist

• a Justice of the Peace

• a legal practitioner

• a medical practitioner

• a nurse

• an optometrist

• a patent attorney

• a pharmacist

• a physiotherapist

• a psychologist

• a trademarks attorney

• a veterinary surgeon

• a registered marriage celebrant, or

• a teacher.

Please note: You can either visit a Macquarie office with original identification documents or mail original certified copies of the identification documents.

Offshore certification

In the case of individuals and companies based offshore, it is acceptable to have the certification completed by the international equivalent of the above listed roles. However, where the applicant is based in a jurisdiction of high or extreme risk, additional information may be requested and verified to ensure it can be reasonably satisfied that an applicant is who they claim to be. This may include obtaining original certified copies of supporting identification documents from the certifier.

3

2 Investor types and application requirements

The table below lists the various types of applicants and any documentation required to support the application. Each signatory on the account must provide an Individual/Sole Trader Identification form. This is not required for signatories who have already provided this or for those signatories who have a Macquarie account which was held on 12 December 2007 and is still open.

Foreign documentation

Where any document relied on as part of the procedure is in a language that is not English, it must be accompanied by an English translation prepared by an accredited translator.

Investor typeWhose name must the account be in? Who signs?

Identification and additional documentation requirements1 ✓

Individual Applicant The individual The individual Individuals & Sole Identification form

If Attorney(s) – if you are signing under power of attorney, please also attach a certified copy of the power of attorney

Joint Applicants Each individual investor All investors Individual/Sole Identification form

If Attorney(s) – if you are signing under power of attorney, please also attach a certified copy of the power of attorney

Sole Trader The individual and the business name

The sole trader Individuals & Sole Identification form

Provide a certified copy of registration of business name

Investing for a child under 18 (minor)

The parent or guardian (in benefit for the minor)

The parent or guardian Individuals & Sole Identification form

Certified copy of the minor’s birth certificate

Deceased Estate The executors of the estate (as trustees for the trust)

The executor Individuals & Sole Identification form

Certified copy of the Grant of Probate or Letters of Administration

Incorporated Entities The company • One director (for a sole director company)

OR

• Two officers (eg directors or a director and secretary)

OR

• As required by the constitution/rules of the company

Individuals & Sole Identification form

Australian Company Identification form or Foreign Company Identification form

Non Corporate Trusts (including superannuation funds)

The trustees of the trust All trustees Individuals & Sole Identification form

Regulated Trust Identification form or Unregulated Trust Identification form

Certified copy/extract of the Trust Deed showing the trust name, trustee(s) name(s) of beneficiaries, name(s) of settlor, trustee(s) signatures with witness signatures and dates of execution

Certified copies of any supplementary deeds to the trust deed (for example change of beneficiaries, additional settlor)

1 Any reference to an Identification form is a reference to the relevant FSC/FPA Identification form.

4

Investor types and application requirements

Investor typeWhose name must the account be in? Who signs?

Identification and additional documentation requirements1 ✓

Corporate Trusts (including superannuation funds)

The corporate trustee • Two officers (eg directors or a director and secretary)

OR

• As required by the constitution/rules of the company

OR

• One director (for a sole director company)


Regulated Trust Identification form or Unregulated Trust Identification form

Certified copy/extract of the Trust Deed showing the trust name, names of directors of corporate trustee and their signatures, with witness signatures and dates of execution

Certified copies of any supplementary deeds to the trust deed (for example change of beneficiaries, additional settlor)

Partnerships & Partners The principals of the partnership

The partners Individuals & Sole Identification form

Partnership Identification form

Certified copy/extract of the partnership agreement showing the names of the partners, signatories and dates of execution

Certified copy of any updates to the Partnership (if applicable)

Associations (Incorporated or Unincorporated)

Incorporated Associations:• the name of the

incorporated body

Unincorporated Associations:• officers on behalf of

the unincorporated body

Incorporated Associations:• applications must

be completed under common seal and witnessed by two officers. All officers must specify their title

Unincorporated Associations:• appointed officers


Associations Identification form

Copy of signed meeting minutes showing which officers can open and operate the account

Registered Co-operatives

The name of the registered co-operative

• Appointed officers

• All applications must be completed under common seal and witnessed by two officers. All officers must specify their title


Co-operatives Identification form

Government Body The name of the government body

Appointed officers Individuals & Sole Identification form

Government Body Identification form

For foreign government bodies, information about beneficial ownership/control must also be provided

1 Any reference to an Identification form is a reference to the relevant FSC/FPA Identification form.

Forms contents

5

Forms contents

Application checklist 06

Application form 07

Investment Policy Statement form 19

Security Transfer form 21

6

Application checklist

To ensure your application is processed correctly, have you:

Read Part A and B of this Agreement and Application Booklet dated 20 July 2017

Completed your personal details, including your address and tax file number for all applicants (sections 1 to 4)

Completed the funding amount for your Account (section 8)

Signed the application – all applicants (section 14)

Completed and signed Investment Policy Statement form

Provided supporting proof of identification documentation required (as per table on pages 3 to 4)

Where applicable please ensure that you have:

Completed and signed Security Transfer Form and supporting documentation – if funding your Account through transfer of Securities or Managed Funds

Completed and signed the Identification Form(s)

Once completed please send to MIML, 1 Shelley Street, Sydney NSW 2000. For any enquiries contact the Client Service team on 1800 501 180.

If you are funding your Account with a margin loan send both this application and the margin lending application to the margin lender for approval.

7Important additional information and forms

Macquarie Global Managed Account application 1 of 12

Macquarie Global Managed Account applicationMacquarie Investment Management Limited ABN 66 002 867 003 AFSL 237492

Do not use this form unless it accompanies the Agreement and Application Booklet.

• Refer to the Investor types and application requirements table in section 2 of this booklet for assistance on how to complete the application form.

• Complete this form using BLACK INK and print in CAPITAL LETTERS.• Complete ALL questions. If you do not complete one or more sections, your application cannot be processed.

Amendments to this application must be signed in full by the client (please do not just initial any changes).

Financial adviser use only

Please note: this application cannot be accepted if the dealer name or adviser code are incomplete.

Dealer name:

Dealer code:

Adviser name:

Adviser code:

Contact number: Email address:

For more information regarding this application please contact my assistant/support staff

Assistant/support name:

Contact number: Email address:

By completing this application, you confirm that you hold a current Australian Financial Services Licence (AFSL) or are an authorised representative of an AFSL holder and are authorised to deal in and/or advise on this product.

A

macquarie.com

B

To be completed by the margin lender if you are opening an account with a margin loan

Margin lender name:

Client margin loan number:

Margin lender nominated account details

BSB: –

Account number:

Account name:

We confirm that a margin lending application form has been received and approved for the client(s) listed in section 1–4 and authorise MIML to open a Global Managed Account with the approved margin lender holding mortgage over the Account.

Signature 1

Date: / /

Name:

Signature 2

Date: / /

Name:

Approved margin lender use only

Dated: 20 July 2017

8 Important additional information and forms


2A. Investor 1

Title:

Full given name(s):

Surname:

Any other names known by (if applicable):

Date of birth: / / Gender: Male Female

Residential address (cannot be a post office box)

Street name and number:

Suburb: State: Postcode:

Country:

Occupation (please choose your occupation from the list attached:

OCCUPATION LIST

Home phone number: Work phone number:

Mobile number:

Fax number:

Email address (required for online reporting):

Are you an Australian resident for tax purposes?

Yes No, please specify your country of tax residence, and note that you cannot provide an Australian TFN on this form

Tax File Number (TFN) or reason for exemption:

Collection of tax file numbers is authorised and its use and disclosure is strictly regulated by the tax laws and Privacy Act. Quotation is not compulsory but tax may be withheld from your dividends, distributions, interest and other income payments if you do not provide us with your tax file number or claim an exemption. For more information contact the Australian Tax Office.

For joint accounts, withholding tax will be deducted unless all account holders are Australian residents for tax purposes and have provided their TFNs.

Electronic access: Do you have an existing Macquarie ID? No Yes, please specify your Macquarie ID:

If you do not have a Macquarie ID then you will be issued one as part of this application.

Investor details (mandatory)2

1

Is this account to be linked to a margin loan?

No u go to section 2

Yes. If you select “yes” and you are a guarantor, please provide the name of the borrower below.

The approved margin lender is:

This account is to be linked as Borrower OR Guarantor, name of borrower:

If the account is being opened as Guarantor u go to section 2

Margin lending (mandatory)

Entity type

Individual u complete 2A then go to 5

Joint or Partnership u complete 2A, 2B then go to 5

Trust or Superannuation Funds u complete 2A and 2B, 2C, 2D, 3 (where applicable), 4, then go to 5

Company, Business or Partnership u complete 2A and 2B, 2C, 2D (where applicable), 3, then go to 5

Sole Trader u complete 2A, 3 then go to 5

Incorporated or Unincorporated Association, Registered Co-operatives or Bodies u complete 2A and 2B, 2C, 2D (where applicable), 3, then go to 5



Investor details (continued)

2B. Investor 2

Title:

Full given name(s):

Surname:






Country:

Occupation (please choose your occupation from the list attached:

OCCUPATION LIST


Mobile number:

Fax number:









2C. Investor 3

Title:

Full given name(s):

Surname:






Country:

Occupation:


Mobile number:

Fax number:











2D. Investor 4

Title:

Full given name(s):

Surname:






Country:

Occupation:


Mobile number:

Fax number:









Investor details (continued)



Company, incorporated association, incorporated body or sole trader3

If the entity is a trustee, please also complete section 4.

Name of entity:

What is the nature of the activities undertaken by the entity?

ACN (mandatory):

You must provide an ACN and ABN or Tax File Number. If only an ACN is provided, you will be charged withholding tax at the highest marginal rate plus Medicare levy.

ABN or Tax File Number or reason for exemption:

An ACN cannot be quoted in lieu of a TFN/ABN. If you do not provide us with an ABN or a TFN, you will be charged withholding tax at the highest marginal rate plus Medicare levy.

Principle place of office (cannot be a PO Box)



Country:

4 Trust, Superannuation Funds or other entity

Name of trust or entity:

If you are unsure of the correct name, please refer to the Investor types and application requirements table in section 2 of the Agreement and Application Booklet. Trustees must complete section 1 and 2 (where applicable) and provide appropriate documentation.

What is the nature of the activities undertaken by the trust or entity? (N/A for Accounts opened for a minor):

ABN/ACN (N/A for Accounts opened for a minor):

Tax File Number or reason for exemption:

Please select one of these account types

Trust Partnership Self managed super fund Other:

u Please ensure you fill in the Trust Details section and Trustee Details section (Individual or Australian/Foreign Company) of the FSC/FPA Identification Forms for Trusts and Trustees. This does not apply for accounts opened on behalf of minors or deceased estates.

Account designation – for minors only

Full name of minor:

Date of birth: / /



Contact detailsAccount mailing address (if different from your residential or principal place of office address).

This address will receive all correspondence in relation to your Account. If this section is not completed, all mail will be sent to the residential address of Investor 1 or the principle place of office address as applicable.

Attention or C/o:



Country:

Is this address care of a third party? Yes NoThird party examples include your adviser, stockbroker, accountant or self managed super fund administrator.

Preferred contact (where there is more than one applicant to this Account)

Contact number:


7

5

Third party authorisation

Investment details (mandatory)

A. What is the purpose of this investment?

Savings Growth Income Retirement Business Account

Other, please specify:

B. What is the source of funds for this Account?

Superannuation contributions Commission Inheritance Savings Investment Normal course of business

Asset sale Other, please specify:

6

Complete this section to appoint a third party to access and use Macquarie Online on your behalf, see Part A, section 9D of the Agreement and Application Booklet.

Note the third party must already be registered with Macquarie by completing the relevant registration form.

Title:

Name of individual/authorised representative of the company/firm:

Name of company/firm:



Country:

Macquarie ID for the individual or 1 authorised representative of the company/firm:



Please specify the total amount you wish to invest: $

Please note that we will accept the amount received without reference to you when the amount received by us is within +/-10% of the original investment amount specified above, for variances greater than this, Macquarie will contact you to obtain a funding amendment prior to investment. For Security and Managed Fund transfers, the contribution will be valued upon receipt of the assets. The actual amount received will need to satisfy the requirement to be a wholesale investor, ie the actual amount received must be $500,000 or more, excluding any margin loan amounts.

Your Account will be invested once your funding amount is received.

Please indicate how the funding amount will be provided:

One off direct debit u go to section 9

Funds transfer, you will be contacted to confirm transfer instructions

Security transfers, please complete the Security Transfer form included in this booklet

Funding your Account (mandatory)8

9 Direct debit request

Complete this section if you wish to set up a one-off and/or a regular deposit into your Account. Minimum $500 per transaction.

A. One-off deposit – specify a one-off deposit amount if this is going to be different from your ongoing direct debit.

$ To be processed: Immediately OR Specific date: / /

B. Regular deposit

$

To be processed:

Weekly Day of week:

Monthly Start date: / /

Quarterly Start month:

Debited at the end of the nominated month.

Half yearly Start month:

Yearly Start date: / /

Debited at the end of the nominated month.

End date: / /

If you do not specify an end date, the direct debit will continue until we receive further notice from you or terminated for reasons set out in Part A, section 9D of the Agreement and Application Booklet.

C. Account to be debited You cannot nominate a Third Party account. The account must be in the same name as your Account.

Name of Australian financial institution:

Branch:

BSB: –

Account number:

Account name:

Please attach an account statement that is less than six months old, for the account you are debiting.

You authorise Macquarie Investment Management Limited ABN 66 002 867 003 AFSL No. 237492 (MIML) and Macquarie Bank Limited ABN 46 008 583 542 AFSL No. 237502 (MBL) under the terms and conditions specified in Part A of the Agreement and Application Booklet, until further notice in writing, to debit the nominated account with any amount which MIML or MBL may debit or charge you through the BECS (Bulk Electronic Clearing System).

If more than one direct debit is required, please attach the additional Direct debit request form to the end of the application form.



Tax accounting methodPlease select the tax accounting method to be applied: Minimise Gain (Default) Maximise Gain First in First Out (FIFO)

Refer to Part A, section 6 of the Agreement and Application Booklet for more information on tax accounting methods.

If you do not select a tax accounting method, Minimise Gain will be applied.

Tax status (mandatory)A. Marginal income tax rate and CGT discount rate

Individual Trust CompanySuperannuation Fund (Accumulation)

Superannuation Fund (Pension)

Not-for-Profit Organisation Other

Marginal/Effective income tax rate 47% 47% 30% 15% 0% 0%

%

CGT discount rate 50% 50% 0% 33.3% 0% 0% %

Please note only one marginal tax rate and CGT discount rate may be applied to your Account. Rates are current as at the date of the Agreement and Application Booklet. Information provided will be used to prepare your annual tax report.

B. Is the entity an Australian resident for income tax purposes?

Yes

No, please state country of residence for tax purposes:

C. Is the entity exempt from income tax?

Yes, please provide a copy of your exemption certificate from the ATO

No

D. Is the entity eligible to receive a rebate of franking credits?

Eligible

Not eligible

GST tax invoicesWill you require tax invoices in order to claim a tax credit (this will apply only if you are investing via an entity that is registered for GST)?

Yes No

Note if you are a superannuation fund or income tax exempt entity MIML will automatically supply you with a GST tax invoice on a quarterly basis.

10 Tax



Nominated bank account detailsThis account will be used to credit any withdrawal requests from your Account. It must be an Australian account.

Name of financial institution:

Branch:

BSB: –

Account number:

Account name:

Reference (optional):

Regular withdrawal planWhere you require a regular payment to be made to your nominated bank account.

Amount: $

The first payment to be made on: / /

To be processed: Weekly Fortnightly Monthly Quarterly Annually

End date: / /

Please note, subsequent payments will be processed in accordance with the first payment date. If you do not specify an end date, the regular withdrawal plan will continue until further notice from you or terminated for reasons set out in section 7 of the Agreement and Application Booklet Part A.

If more than one regular payment is required, please attach the Regular withdrawal plan form to the end of the application form.

Withdrawals11

12 Adviser fee details

I have nominated an adviser and agree to the following fees

Adviser establishment fee (excluding GST): $

If there is no instruction, no additional fees will be deducted.

Adviser service fee (excluding GST): % per annum OR $ per month

Agreed adviser service fee (if any) will be deducted directly from your Account monthly in arrears and paid to your adviser. This is calculated daily as a percentage, or it can be a flat dollar amount per month. The fee stated is exclusive of GST. If there is no instruction, no additional fees will be deducted.

Where applicable, GST will be added to the adviser establishment fee and/or adviser service fee as specified above.By completing this section, you authorise the payment to your adviser of the amounts set out above.

13Macquarie staff and associates

Are you an employee, or an associate of an employee, of Macquarie Group or a related entity?

No Yes – state relevant employee number:

An associate is any person over whom an employee has, or is deemed to have, investment control or influence.



Account signing instructionsAccount signing instructions apply to all requests except Investment Policy Statement changes and Account closures. If you do not tick a box, signing instructions will be “All/both to sign”.

Any one to sign

All/both to sign

Other – please provide details:

Where signed under corporate power of attorney, a certified copy of this document must also be provided with the application form. For companies please ensure your director details have been completed in section 2.

Declarations and signatures (mandatory)

Signatures14

By signing this declaration you:• acknowledge that you have read and understood the terms and conditions of the Global Managed Account Agreement which is

comprised of the:• Investment Management Agreement (Part A section 9A)• Investment Policy Statement (Part A section 9B)• Limited Power of Attorney (Part A section 9C)• Other Important Terms and Conditions (Part A section 9D)• Investment Menu (Part B)and agree to be bound by them

• warrant that you have the authority to enter into this agreement as per clause 18 of the Investment Management Agreement (Part A section 9A)

• warrant that you are at least 18 years of age• are able to execute the Macquarie Global Managed Account Agreement• acknowledge that Macquarie will accept any amount received without reference to you as long as the actual amount received by us is within

+/- 10 per cent of the Original Investment Amount• acknowledge that for Security and Managed Fund transfers, Macquarie will value the contribution upon receipt of the assets.

If you or another person associated with the Account (for example joint Account holder, director of company) do not provide Macquarie with information as requested, or there is a delay in providing Macquarie with this information, Macquarie may not be able to open your Account. Macquarie is not liable for any loss incurred by you as a result of any action of Macquarie which either delays an Account being opened or results in an application being declined, when these actions are necessary for Macquarie to comply with its obligations under AML/CTF Laws (as defined in Part A section 9D of the Other Important Terms and Conditions). Macquarie may require further information from you from time to time in order to meet its obligations under AML/CTF Laws and/or its internal policies and procedures and you agree to provide Macquarie with whatever additional information is reasonably required in order for Macquarie to meet its obligations under AML/ CTF Laws and/or its internal policies and procedures.

You authorise and request any of the Macquarie Group companies listed in the direct debit agreement to direct debit the amount specified in section 9 from your nominated bank account through the Bulk Electronic Clearing System. You accept and agree to be bound by the terms and conditions contained in the direct debit agreement relating to the provision of the direct debit service contained in section 9D of the Agreement and Application Booklet Part A.

The information provided by you in this application form, or to your adviser, to enable Macquarie to comply with the US Foreign Account Tax Compliance Act, its supporting regulations and any related laws designed to implement those laws in Australia (FATCA) as well as in respect of Common Reporting Standards under the OECD Multilateral Competent Authority Agreement on Automatic Exchange of Account Information and the related laws designed to implement those obligations in Australia (CRS), is correct. You will promptly notify Macquarie and provide Macquarie with any changes to the information provided by you in connection with FATCA and CRS on request with any further information which is necessary or desirable for Macquarie to comply with any obligations it may have in connection with FATCA and CRS.

Investments in the GMA, other than cash on deposit with Macquarie Bank Limited ABN 46 008 583 542, are not deposits or liabilities of Macquarie Bank Limited ABN 46 008 583 542 or any member of the Macquarie Group and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. Neither Macquarie Bank Limited, nor any other member company of the Macquarie Group guarantees the performance of the GMA or the repayment of capital from the GMA or any particular rate of return.

You acknowledge that you can change your marketing preferences by telephoning us on 1800 501 180 or visiting macquarie.com.au/optout-bfs

By signing below you agree to the Privacy Statement which describes the handling of your personal information, including direct marketing.

Please refer to the Investor types and application requirements table in section 2 of this booklet for instructions on how to complete this section.

Please ensure that sections 1 to 14 (where applicable) have all been completed before signing the declaration. Your Account cannot be opened unless all mandatory sections have been completed.

Company, Incorporated Association or Body, please sign under seal if your constitution requires you to do so.



Authorisation of Investor 1 or Company Officer/Trustee

Date: / / Title:

Name:

If a company officer, your corporate title:

Signature of witness

Date: / /

Name:


Date: / / Title:

Name:



Date: / /

Name:


Date: / / Title:

Name:



Date: / /

Name:


Date: / / Title:

Name:



Date: / /

Name:

Signatures (continued)

Office use only

Signature of Director/Secretary/Authorised Attorney Name of Director/Secretary/Authorised Attorney



If you have not done so already, review the checklist on page 6 of this Booklet to ensure there are no delays in opening your Account.

Please send your completed application and all accompanying documents to:

MIML 1 Shelley Street, Sydney, NSW 2000

Have you completed your application?15

For more information call the Client Service team on 1800 501 180 or email us at [email protected]

Macquarie Investment Management Investment Policy Statement 1 of 2

Macquarie Investment Management Investment Policy Statement Macquarie Investment Management Limited ABN 66 002 867 003 AFSL No. 237492

Complete this form using BLACK INK and print well within the boxes in CAPITAL LETTERS. Mark answer boxes with a cross (X).The details in this section will form part of your Investment Policy Statement (IPS) as outlined in Part A section 9B of the Macquarie GMA Agreement and Application Booklet. Please ensure you read and understand the IPS when completing this section.We recommend that you complete your Investment Policy Statement with your adviser and review it at least annually to ensure it is still consistent with your risk/return profile and investment objectives. Please refer to Part A section 4 of this Macquarie GMA Agreement and Application Booklet for important information regarding your Investment Policy Statement.

Refer to section 8 ‘Funding your Account’ in the application form for the Original Investment Amount. Macquarie, at its discretion, may not commence management of your Account until assets have been received to the value specified as the original investment amount.

Account name1

Account name:

Strategic Asset Allocation and Investment Strategies2

Please specify the Strategic Asset Allocation for your Account and, specify the Investment Strategies for each Asset Class you make an allocation to.

Percentage of Account invested in Asset Class

Asset class Investment Strategy Target1

CASH (MINIMUM OF 2%) %

AUSTRALIAN EQUITIES %

%

%

%

%

%

INTERNATIONAL EQUITIES %

PROPERTY %

FIXED INCOME %

%

Refer to the Investment Strategy descriptions in Part B Investment Menu for the minimum allocation TOTAL: per Investment Strategy.

%

1 A default minimum and maximum range of +/-10% to target will apply, with the exception of Cash, which can vary between 2–100%. Refer to the Investment Strategy Descriptions in Part B Investment Menu for the minimum allocation per Investment Strategy.

macquarie.com

Dated: 20 July 2017



Macquarie Investment Management Investment Policy Statement 2 of 2

You should consult your adviser before completing this section.

ASX or international listed security/Industry sector/Special Index name Customisation instruction

Other investment considerations3

Authorisation4

By signing this declaration each Investor:

• acknowledges that they have read and understood the terms and conditions of the Investment Policy Statement (Part A section 9B) and agrees to be bound by them

• acknowledges that this Investment Policy Statement Form must be approved by MIML before it can be implemented.


Date: / / Title:

Name:



Date: / / Title:

Name:



Date: / / Title:

Name:



Date: / / Title:

Name:


For more information call the Client Service team on 1800 501 180 or email us at [email protected]

Macquarie Global Managed Account (GMA) Security transfer 1 of 8

Macquarie Global Managed Account (GMA)Security transfer Macquarie Investment Management Limited ABN 66 002 867 003 AFSL 237492

Use this form to transfer an existing portfolio of ASX listed securities into your Account.

Please mail the original signed version of this form to Macquarie Investment Management Limited (MIML).

Please send this form to MIML 1 Shelley Street Sydney NSW 2000.

Account details1

Account ID: Account name:

Securities can be either:

1. Issuer sponsored – securities are sponsored/controlled by the particular share registry used by the company

2. Broker (CHESS) sponsored – securities are sponsored/controlled by a broking firm, or

3. Other Custodian – securities are held by another custodian, such as a Wrap provider.

4. Managed Fund – we can generally only transfer Managed Funds that are existing holdings in our investment strategies. For further information, please discuss with your adviser or our Client Service team on 1800 501 180 prior to completing this section.

Please note the following important points in relation to security transfers:

1. Security transfers will only be accepted if the securities are registered in the same name as your Account.

2. A full Capital Gains Tax (CGT) cost base history is required to be completed as part of this form. If this is not completed, the transfer request will be rejected. Cost base information provided by you is accepted as being correct. Please be careful to ensure this data is recorded accurately, as a fee will be incurred to correct it later if it is wrong.

3. Supporting documentation is required:

a. Issuer Sponsored holdings – a copy of the latest holding statement and an Issuer sponsored transfer form for each security

b. Broker (CHESS) Sponsored holdings – a copy of a current holding statement for each CHESS Holder ldentification Number (HIN) containing securities you wish to transfer

c. Other Custodian – a copy of a current holding statement or portfolio valuation report, plus an unrealised gains report.

d. Managed Fund holdings – a copy of a current holding statement for each fund plus an unrealised gains report.

4. In the event that MIML are prevented by law from receiving transfers of a particular security, MIML will not process the transfer of that particular security, and inform you of the situation. MIML have the right to refuse transfers of securities.

5. A charge of $27.50 (including GST) per holding may be applied for transfers to the GMA.

6. If you are an employee, or an associate of an employee, of Macquarie Group or a related entity, you must receive pre-clearance prior to transferring securities into the GMA. It is your responsibility to obtain this clearance.

7. MIML transfer securities under a Limited Power of Attorney (LPOA) granted by you to MIML. The LPOA gives MIML the authority to transfer broker sponsored securities on your behalf.

macquarie.com




Issuer sponsored holdings are securities sponsored/controlled by the particular share registry used by the company. A holding statement is issued directly to you from the share registry.

Part 1 – List of holdings to be transferredPlease complete the following table for holdings you wish to transfer to your Account. If there is not enough room, please attach a separate sheet or contact us for an electronic version of this form. Speak to your financial or tax adviser if you have any queries.

Security transfers will only be accepted if the securities are registered in the same name as your Account.

You are required to attach a copy of the latest holding statement and an Issuer sponsored transfer form for each security you wish to transfer to your Account.

Security Code Quantity Shareholder Reference Number (SRN)

Issuer sponsored holdings2



Issuer sponsored holdings (continued)

Part 2 – Capital Gains Tax (CGT) historyA full CGT history for each tax parcel is required to be completed as part of this form. If this is not completed, the transfer request will be rejected. If there is not enough room, please attach a separate sheet or contact us for an electronic version of this form. Speak to your financial or tax adviser if you have any queries.

Cost base information provided by you is accepted as being correct. Please be careful to ensure this data is recorded accurately, as a fee will be incurred to correct it later if it is wrong.

Security code Quantity Date of acquisition Acquisition priceCGT date of acquisition1

CGT cost base1 (includes cost of brokerage and GST, adjusted for past corporate actions, tax deferred distributions, etc)

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

/ / $ / / $

1 CGT date of acquisition and CGT cost base may not be the same as the actual date and cost of acquisition. For example, you may have received tax deferred distributions that have reduced your cost base.



Broker/custodian (CHESS) sponsored holdings are securities sponsored/controlled by a broking firm.

Part 1 – List of holdings to be transferredPlease complete the following table for holdings you wish to transfer to your Account. If you wish to Transfer All Holdings, tick the box Transfer All Holdings and attach the relevant CHESS statement(s). If there is not enough room, please attach a separate sheet or contact us for an electronic version of this form. Speak to your financial or tax adviser if you have any queries.

Security transfers will only be accepted if the securities are registered in the same name as your Account.

You are required to attach a copy of a current holding statement for each CHESS Holder Identification Number (HIN) containing securities you wish to transfer to your Account.

Transfer All Holdings (CHESS statements attached)

OR

complete the following table for each tax holding:

Security code QuantityCHESS Holder Identification Number (HIN) Name of broking firm

Broker/custodian (CHESS) sponsored holdings3



Broker/custodian (CHESS) sponsored holdings (continued)

Part 2 – Capital Gains Tax (CGT) historyA full CGT history for each tax parcel is required to be completed as part of this form. If this is not completed, the transfer request will be rejected. If there is not enough room, please attach a separate sheet or contact us for an electronic version of this form. Speak to your financial or tax adviser if you have any queries.

Cost base information provided by you is accepted as being correct. Please be careful to ensure this data is recorded accurately, as a fee will be incurred to correct it later if it is wrong.



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Only certain Managed Funds can be transferred to a Macquarie GMA Account. Please consult your adviser or our Client Service team on 1800 501 180 prior to completing this section.

Part 1 – List of Managed Funds to be transferredPlease complete the following table for Managed Funds you wish to transfer to your GMA Account. If there is not enough room, please attach a separate sheet, or contact us for an electronic version of this form. You are required to attach a copy of a current holding statement or portfolio valuation report for each Managed Fund that you wish to transfer to your GMA Account.

APIR code Name of managed fund Number of units Who is managed fund held with?* Account number

* For example: direct account, wrap provider, custodian.

Part 2 – Capital Gains Tax HistoryIf you provide an ‘Unrealised Capital Gains Report’, there is no need to complete this section.

A full Capital Gains Tax (CGT) history for each tax parcel is required to be completed as part of this form. If there is not enough room, please attach a separate sheet or contact us for an electronic version of this form. Speak to your financial or tax adviser if you have any queries.

We accept cost base information provided by you as being correct. Please be careful to ensure this data is recorded accurately, as a fee will be incurred to correct it later if it is wrong.

I have provided an ‘Unrealised Gains Report’ OR complete the following table for each tax parcel:



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Managed Fund holdings4



This Power of Attorney is given by the person(s)/legal entity named within the Signatories to the Security Transfer Form (including Limited Power of Attorney) section of the Security Transfer Form (the Grantor).

Appointing: The person(s)/legal entity described in Part 1 of the Schedule to this Power of Attorney (each referred to as the Attorney).

Operative provisions1. Definitions

Account means the portfolio of assets maintained on behalf of the Grantor by Macquarie Investment Management Limited (Macquarie) under the Macquarie Global Managed Account (referred to here as the Macquarie GMA).

Investment means each asset of the Grantor specified in the Security Transfer Form.

2. Appointment of Attorney: The Grantor appoints jointly as its Attorney (and subject to the conditions and limitations specified in Part 2 of the Schedule), any two signatories from Part 1 of the Schedule, to:

a. Transfer any and all Investments that relate to the Account to the Custodian for the Macquarie GMA, and if there is no Custodian, to Macquarie, and

b. Execute documents, complete blanks in documents, amend, add to or vary any documents under hand or under seal and deliver the documents (conditionally or unconditionally), each at the option of the Attorney, in any place or places.

3. Ratification and Indemnity

3.1 Ratification: The Grantor agrees to ratify and confirm whatever the Attorney lawfully does, or causes to be done, under this Power of Attorney.

3.2 Indemnity: The Grantor indemnifies the Attorney against:

a. all actions, suits, claims, demands, damages, obligations, liabilities and losses arising directly or indirectly from, and

b. any costs, charges and expenses incurred by or threatened against any of them as a consequence of, or in connection with, the lawful exercise of any of the powers and authorities conferred by this Power of Attorney in accordance with its terms.

4. Registration: The Grantor authorises any person who is a party to any document executed under this Power of Attorney to register this Power of Attorney on behalf of the Grantor. The Grantor agrees to pay all reasonable costs incurred or payable for the registration within a reasonable time after demand for payment is made.

5. Operation: Nothing in this Power of Attorney affects or prejudices the obligations of Macquarie in respect of the Macquarie GMA.

6. Revocation: The powers and authorities conferred on an Attorney by this Power of Attorney remain in full force and effect until revocation by the Grantor by written notice to that Attorney.

7. Governing law and jurisdiction: This Power of Attorney is governed by the laws of New South Wales. The Grantor irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of New South Wales.

Schedule to power of attorneyPart 1 – Attorney

Any person who:

Is a representative of Macquarie Investment Management Limited, holder of AFSL No. 237492,or Is either an Associate Director, Division Director or Executive Director of Macquarie Group Limited.

Part 2 – Conditions and limitations

Any power granted to the Attorney pursuant to this Limited Power of Attorney can only be exercisable in relation to any or all of the Investments for the purposes of transferring Investments to the Grantor’s Account.

Limited power of attorney5



6 Declarations and Authorisation (including limited power of attorney)

I/We acknowledge and declare that:

1. All the information in this Security Transfer Form (including the Limited Power of Attorney) is true and correct.

2. Macquarie reserves the right to reject any Security transfer.

3. A full Capital Gains Tax (CGT) history has been provided and is correct.


Date: / / Title:

Name:



Date: / / Title:

Name:



Date: / / Title:

Name:



Date: / / Title:

Name:


Before sending in this form, please ensure that all sections are complete and supporting documentation is attached.

Please ensure this form is signed as instructed above. Macquarie may only accept an original copy of the completed form. Retain a copy for your records. If you have any queries about completing this form, please contact us on 1800 501 180.

MGI028 05/17

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BFS0061 07/17

To contact the Client Service team, call 1800 501 180 or email [email protected] Investment Management Limited 1 Shelley Street Sydney NSW 2000

Macquarie Global Managed Account Agreement and Application ... · portfolio management, reporting...

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