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					                                                                                                     Product Disclosure Statement




Mariner American Property Income Trust
A non-renounceable one for four Rights Issue and Public Offer of approximately 76.8 million
Units to raise approximately $74.5 million




                                                                      Lead Manager and Underwriter      Co-Manager
Mariner American Property Income Trust ARSN 114 494 503
Product Disclosure Statement dated 8 February 2006
Issuer: Mariner Securities Limited ABN 87 002 163 180, AFSL 237 091
Important Notices
This Product Disclosure Statement (PDS) is dated 8 February 2006 and was lodged with ASIC on that date. Neither ASIC nor ASX takes any
responsibility for the contents of this PDS. It relates to Units in the Mariner American Property Income Trust ARSN 114 494 503 (Trust) which
trades under ASX code MRA. This PDS is issued by Mariner Securities Limited ABN 87 002 163 180, AFSL 237 091.

The Offer or invitation to subscribe for Units in the Mariner American Property Income Trust under the Rights Issue is limited to Unitholders
in the Trust whose addresses are in Australia or New Zealand and the Public Offer is available only to persons receiving this PDS in
Australia. The Offer is subject to the terms and conditions described in this PDS. The Responsible Entity reserves the right to withdraw
the Offer or invitation to subscribe for Units and withdraw this PDS.

This is not financial advice. You should seek your own financial advice.

Statements about the Offer made under this PDS are general only and do not take into account your particular needs, objectives, financial
circumstances and investment preferences. This PDS is an important document and you should read it carefully and in its entirety, and
consider if this investment is appropriate in light of your objectives, financial circumstances and needs. In particular, in considering the
prospects of the Trust, it is important that you consider the risk factors that could affect the financial performance of the Trust.

Some of the risk factors that should be considered by prospective investors are set out in section 7. You should carefully consider
these factors in light of your particular investment needs, objectives and circumstances. You should seek professional advice from your
accountant, solicitor or other professional adviser before deciding whether to invest and, where appropriate, you should obtain independent
advice, particularly about such individual matters as taxation, retirement planning and investment risk tolerance.

Information relating to the Mariner American Property Income Trust that is not materially adverse information is subject to change from time to time.
The updated information can be obtained by calling the Investor Services Team on 1800 009 963 or may be accessed from the Responsible Entity’s
website at <www.marinerfunds.com.au>. The Responsible Entity will send you a paper copy of the updated information on request.

Please note that the performance of the Trust, the repayment of capital or any particular rate of return is not guaranteed by Mariner
Securities Limited, the Lead Manager and Underwriter, BNP Paribas Fund Services Australasia Pty Limited (Custodian), or any member
company of the Mariner Financial group or BNP Paribas group.

Currency – All financial amounts contained in this PDS are expressed in Australian currency unless otherwise stated.

Definitions – A number of words and terms have defined meanings that appear in the Glossary in section 10.

Photographs – The assets depicted in photographs in this PDS are assets in which the Trust or its controlled entities have an interest, unless
otherwise stated.

Privacy – The Application Form requires you to provide information that may be personal information for the purposes of the Privacy Act
1988 (Cth) (as amended). The Responsible Entity (and the Registry on its behalf) collect, hold and use that personal information in order to
assess your Application, service your needs as an investor, provide facilities and services that you request and to administer the Trust.

The information may also be used from time to time to inform you about other Mariner Financial group products or services, which the
Responsible Entity considers may be of interest to you.

Access to information may also be provided to other Mariner Financial group companies and to agents and service providers on the basis
that they deal with such information in accordance with Mariner Financial group’s privacy policy.

If you do not provide the information requested of you in the Application Form, the Registry will not be able to process your application for
Units or administer your holding of Units appropriately.

Under the Privacy Act 1988 (Cth) (as amended), you may request access to your personal information held by (or on behalf of) the
Responsible Entity. You can request access to your personal information by contacting the Investor Services Team on 1800 009 963 or by
telephoning or writing to the Registry as follows:

Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235

The Responsible Entity has adopted the Mariner Financial group privacy policy. You can obtain a copy of that policy by visiting the Mariner
website at <www.marinerfunds.com.au>.




Mariner Securities Limited Mariner American Property Income Trust
Chairman’s Letter
8 February 2006




Dear Investor


Mariner American Property Income Trust was listed on the ASX on 23 September 2005. The Trust’s strategy is to
invest in reliable income producing real estate located in the US. The Trust’s Initial Portfolio comprised two high quality
properties, the Intel Campus, an office building complex located in Parsippany, New Jersey, and Derry Meadows,
a community shopping centre located in Derry, New Hampshire. The Trust recently acquired two new properties,
the FedEx Terminal in Montgomery, New York, located approximately 75 miles north of Manhattan, and the
RSA Security Campus in Bedford, Massachusetts, located approximately 20 miles northwest of Boston.
The acquisition of the New Properties was completed using a combination of senior debt and mezzanine finance.
After gaining approval from Unitholders at a meeting held on Thursday, 12 January 2006 (EGM), the Trust is now
seeking to raise $74.5 million in equity to repay the mezzanine finance and pay the final instalment of the purchase
price of the FedEx Terminal. The equity will be raised by way of the Offer which has two components:
■   a one for four non-renounceable Rights Issue to Eligible Unitholders to raise $12.125 million; and
■   a Public Offer to Institutional and Retail Investors to raise $62.375 million.
The acquisition of the New Properties has strengthened the Trust in terms of scale, asset diversification and quality of
income stream. The Trust’s strategy is to continue to focus on growing a portfolio of non-residential real estate assets
in the US that meets the Trust’s objective of providing Unitholders with reliable, tax-effective income with the potential
for longer-term capital growth. A key component to this strategy is the Trust’s own highly experienced US based
property investment team, the members of which have completed in excess of US$5 billion in property transactions
over the past 10 years.
Based on the Public Offer Price, the Trust is forecast to deliver an annualised cash distribution yield (including both
capital and income) to investors of 9.25% for the period from 23 March 2006 to 30 June 2006, increasing to 9.60%
for the financial year ending 30 June 20071. During this Forecast Period, distributions are expected to be 100% tax
deferred2. The Trust intends to continue to make quarterly distributions.
I encourage you to read this PDS carefully, taking particular note of section 6 dealing with financial information and
the assumptions on which it is based and section 7 dealing with various risk factors, and to consult your professional
adviser before making any investment decision.


Yours faithfully




Ian Ingram
Chairman, Mariner Securities Limited




1 Forecast distributions are uncertain and reliant on assumptions. Investors should carefully consider the ‘Risks’ of investing in the Trust set
  out in section 7 and the ‘Key Forecast Assumptions’ set out in section 6.6 that underpin these forecast returns. Distributions are quoted
  after deducting all ongoing fees and assume no change to the value of the Trust’s assets.
2 The tax-deferred effect of the distributions, its impact on the cost base of the Portfolio and potential capital gains, and the potential
  impact of foreign currency movements are explained in sections 7.12 and 8.6.

                                                                         Mariner Securities Limited Mariner American Property Income Trust         1
    Important Dates and Summary of the Offer
    IMPORTANT DATES                                Lodgement of PDS with ASIC              Wednesday, 8 February 2006
                                                   Existing Units trade ex-Entitlement     Friday, 10 February 2006
                                                   Record Date for Entitlements            Thursday, 16 February 2006
                                                   under Rights Issue                      at 7.00pm (Sydney time)
                                                   Offer opens for both the Rights
                                                   Issue and the Public Offer              Wednesday, 22 February 2006
                                                   Last Date for acceptance of             Thursday, 16 March 2006
                                                   Application Monies                      at 5.00pm (Sydney time)
                                                   Offer closes for both the Rights        Thursday, 16 March 2006
                                                   Issue and the Public Offer              at 5.00pm (Sydney time)
                                                   Settlement and Allotment                Thursday, 23 March 2006
                                                   Expected despatch of holding
                                                   statements                              Friday 24, March 2006
                                                   Expected commencement of
                                                   trading of New Units on the ASX         Friday 24, March 2006



                                                 These dates are indicative only and may change. The Responsible Entity has
                                                 the right, in consultation with the Lead Manager, to amend this indicative
                                                 timetable without notice including, subject to the Corporations Act and
                                                 Listing Rules, to extend the latest date for receipt of Applications, to accept
                                                 late Applications either generally or in particular cases or to cancel the Offer
                                                 without prior notice. If any of these dates are changed, subsequent dates may
                                                 also be changed.


    SUMMARY OF THE OFFER                           Non-renounceable Rights Issue                       Public Offer
                                                   Issue price per New Unit: $0.97           Issue Price per New Unit: $0.97
                                                   Offer of $12.125 million worth of         Offer of $62.375 million worth of
                                                   fully paid Units                                   fully paid Units
                                                   Eligible Unitholders’ Entitlement:
                                                   one New Unit for each four Units
                                                   held on the Record Date
                                                   (Thursday, 16 February 2006)




2   Mariner Securities Limited Mariner American Property Income Trust
Contents
                                                Investment Highlights                                             4
                                          1.    Questions and Answers                                             6
                                          2.    Key Features                                                      12
                                          3.    The Trust’s Property Investment Portfolio                         24
                                          4.    Overview of the Trust and the Responsible Entity                 36
                                          5.    Fees and Other Costs                                             44
                                          6.    Financial Information                                            50
                                          7.    Risks                                                            63
                                          8.    Expert Reports                                                    71
                                          9.    Additional Information                                           112
                                          10. Glossary                                                           142
                                          11. Directory                                                          145
                                                Application Form (Retail)                                        146




RSA Building, Middlesex County, Massachusetts                     FedEx Freight Terminal, Montgomery, New York




                                                                                                                       3
FedEx Freight Terminal, Montgomery, New York              RSA Building, Middlesex County, Massachusetts




         Investment Highlights
                                ■    Attractive forecast distribution yield
                                     Based on the Public Offer Price, the forecast cash distribution
                                     (which includes both capital and income) for the period from
                                     23 March 2006 to 30 June 2006 will be 2.83¢ (representing
                                     an annualised cash distribution yield of 9.25%) increasing
                                     to 9.31¢ for the financial year ending 30 June 2007 (representing
                                     an annualised cash distribution yield of 9.60%)1.

                                ■    Tax deferred returns
                                     Distributions are expected to be 100% tax deferred2 for the
                                     Forecast Period.

                                ■    A reliable income stream
                                     The Trust focuses on properties with quality tenants that are expected
                                     to provide reliable income. The Trust’s property investment portfolio
                                     is 99% rented and has a weighted average lease term of 11.3 years.

                                ■    A diversified, high quality property investment portfolio
                                     The Trust has a diversified property investment portfolio that contains
                                     four well-located, high quality retail, office and industrial properties
                                     in four different states in the USA. The average age (by value) of the
                                     properties in the portfolio is only 6.5 years and the tenants are subject
                                     to leases that do not require the Trust to pay ongoing maintenance
                                     and operating costs.




         1 Forecast distributions are uncertain and reliant on assumptions. Investors should carefully consider the ‘Risks’ of investing in the Trust set
           out in section 7 and the ‘Key Forecast Assumptions’ set out in section 6.6 that underpin these forecast returns. Distributions are quoted
           after deducting all ongoing fees and assume no change to the value of the Trust’s assets.
         2 The tax-deferred effect of the distributions, its impact on the cost base of the Portfolio and potential capital gains, and the potential
           impact of foreign currency movements are explained in sections 7.12 and 8.6.

 4       Mariner Securities Limited Mariner American Property Income Trust
Derry Meadows, Derry, New Hampshire   Intel Building, Parsippany, New Jersey




                   ■   Liquidity and scale
                       The Trust is listed on the ASX and following completion of the Offer is
                       expected to have a market capitalisation of approximately $123 million
                       (based on the Public Offer Price). The increased market capitalisation
                       is expected to improve the Trust’s trading liquidity.

                   ■   US based property investment team
                       The Mariner Financial group has an office in Boston staffed by an
                       experienced team of US property specialists, the members of which
                       have completed in excess of US$5 billion of property transactions
                       over the past 10 years. The US team is focused on sourcing new
                       acquisitions for the Trust and managing the Trust’s existing portfolio
                       of US property assets. They complement the Responsible Entity’s
                       Australian based team of executives who have proven track records in
                       structuring international property investments, including Australia – US
                       cross-border property investment.

                   ■   The fixed rate borrowings and forecast distributions are
                       substantially protected against movements in US/Australian
                       dollar exchange rates
                       The Trust has effectively fixed the interest rate on 97% of its total
                       borrowings for approximately five years. The Trust has also entered
                       into currency hedges that substantially protect 93% of its forecast
                       distributions against movements in the US/Australian dollar exchange
                       rate for approximately five years.

                       These investment highlights should be considered in
                       conjunction with the investment risks referred to in section 7.




                                                                Mariner Securities Limited Mariner American Property Income Trust   5
    1. Questions and Answers
    Information about the Offer and the Trust is summarised below. For detailed information, refer to the sections listed
    on the right.

     ABOUT THE OFFER

     What is the Offer?                           ■   The Offer comprises a non-renounceable Rights Issue               Section 2
                                                      and a Public Offer.
                                                  ■   The purpose of the Offer is to repay mezzanine finance
                                                      used to partially fund the Trust’s recent acquisition of
                                                      indirect interests in the New Properties – the RSA Security
                                                      Campus in Bedford, Massachusetts and the FedEx
                                                      Terminal in Montgomery, New York and to pay the final
                                                      instalment of the purchase price of the FedEx Terminal.
                                                  ■   The Offer is fully underwritten.

     What rights attach                           ■   New Units will have the same voting rights as                     Section 2
     to the New Units?                                Existing Units and will carry a proportionate entitlement
                                                      to the March 2006 quarter distribution according
                                                      to the number of days between the Allotment Date,
                                                      which is expected to be Thursday, 23 March 2006,
                                                      and 31 March 2006.

     THE RIGHTS ISSUE

     What is the Rights Issue?                    ■   Unitholders who are registered holders as                         Section 2.12.1
                                                      at 7.00pm (Sydney time) on the Record Date
                                                      (Thursday, 16 February 2006) and whose address
                                                      on the register is in Australia or New Zealand
                                                      will receive an Entitlement allocation.
                                                  ■   If you are an Eligible Unitholder, your Entitlement is
                                                      to an allocation of one New Unit for every four Units
                                                      you hold on the Record Date and is non-renounceable
                                                      (i.e. it cannot be transferred and there is no rights trading).
                                                  ■   New Units not subscribed for under the Rights Issue
                                                      will be made available to other Rights Issue applicants
                                                      who wish to acquire more than their allocation, or
                                                      to Applicants under the Public Offer.
                                                  ■   The Rights Issue Price is $0.97 per New Unit.

     Can foreign Unitholders participate?         ■   No, only Unitholders whose address on the register is             Section 2.12.1
                                                      in Australia or New Zealand will receive an allocation
                                                      under the Rights Issue.

     Can Eligible Unitholders apply for           ■   Each Eligible Unitholder will receive an entitlement to           Section 2.12.1
     more than their Entitlement?                     subscribe for one New Unit for every four Units held
                                                      by them at the Record Date.
                                                  ■   Eligible Unitholders may apply for Units in excess
                                                      of their pro rata Entitlement; however, any amount
                                                      by which an Application from an Eligible Unitholder
                                                      exceeds their Entitlement may be declined or scaled
                                                      back at the absolute discretion of the Responsible
                                                      Entity and the Lead Manager. Applications
                                                      in excess of Entitlement may be satisfied from the
                                                      Rights Issue shortfall, if any, or the Public Offer.


6   Mariner Securities Limited Mariner American Property Income Trust
 THE RIGHTS ISSUE

 Can Eligible Unitholders apply for              ■   Those Unitholders who voted in person or by proxy                  Section 2.12.1
 more than their Entitlement? (Cont’d)               at the EGM will be ineligible to receive New Units under
                                                     the Public Offer.


 THE PUBLIC OFFER

 What is the Public Offer?                      ■    A Public Offer to raise approximately $62.375 million.             Section 2.12.2
                                                ■    The Public Offer Price is $0.97 per New Unit.

 Can foreign Investors participate?             The Public Offer is only open to persons receiving this                 Section 2.12.2
                                                PDS in Australia.

 Can new Investors apply?                       ■    Yes. Members of the public in Australia can apply                  Section 2.12.2
                                                     for Units under the Public Offer pursuant to this PDS
                                                     by completing the Application Form accompanying
                                                     this PDS.
                                                ■    Applications received from members of the public
                                                     may be scaled back at the absolute discretion of the
                                                     Responsible Entity and the Lead Manager.

 ABOUT THE TRUST

 The Trust                                      ■    The Trust was listed on the ASX on 23 September 2005.              Section 4
                                                ■    It holds investments in properties in the US by holding
                                                     shares in Mariner American Property Income REIT
                                                     Limited (the US REIT).
                                                ■    The Trust’s Initial Portfolio comprised two seed assets,
                                                     and the intention was stated to acquire further assets.
                                                     The Rights Issue and Public Offer are in accordance
                                                     with that strategy.
                                                ■    The Responsible Entity of the Trust is Mariner Securities
                                                     Limited, a member of the Mariner Financial group.
                                                ■    Mariner Financial Inc. provides services to the US REIT
                                                     under a REIT Management Agreement.
                                                ■    The US REIT must provide regular reports to the
                                                     Responsible Entity on the Portfolio and the financial
                                                     position of the US REIT.

 What are the Trust’s main                      The Trust has 100% of the issued voting shares in the                   Section 3
 investments?                                   US REIT1 which in turn owns 100% of four US limited
                                                liability companies:
                                                ■    Mariner Derry Meadows, LLC which owns Derry
                                                     Meadows;
                                                ■    Mariner Parsippany 1515, LLC which owns the
                                                     Intel Campus;

1 The Trust owns 100% of Class A Common Stock, the voting shares in the US REIT. The US REIT has issued Class A non-voting Preferred
  Stock (Preferred Stock) to 125 external shareholders in order to satisfy certain requirements necessary to qualify as a REIT under the US
  Internal Revenue Code. The Preferred Stock is non-voting and only entitles the share holders to receive US$1,000 on redemption and a fixed
  return until redemption (see section 9.1.2).

                                                                       Mariner Securities Limited Mariner American Property Income Trust       7
     ABOUT THE TRUST

     What are the Trust’s main                    ■   Mariner Montgomery Terminal, LLC which owns the             Section 3
     investments? (Cont’d)                            FedEx Terminal; and
                                                  ■   Mariner Bedford Wood Management, LLC which owns
                                                      100% of Mariner Bedford Wood, LLC, which in turn
                                                      owns the RSA Security Campus.

     Can the Trust acquire other assets           Yes, the Trust intends to acquire other assets in               Section 4.2.1
     in the future?                               accordance with its acquisition and investment
                                                  strategy. The financial forecasts in this PDS assume
                                                  that no additional properties are acquired during the
                                                  Forecast Period.

     What is the Trust’s borrowing policy?        ■   Borrowings are generally denominated in US dollars.         Section 4.3.1
                                                  ■   The effective long-term borrowings of the Trust
                                                      will usually be in the range of 55% to 75% and will
                                                      generally be approximately 65% of the consolidated
                                                      gross assets of the Trust.
                                                  ■   On completion of the Offer, the Trust’s gearing will be
                                                      62.88% of its gross assets.

     What is the Trust’s interest rate            The Trust will maintain effective medium to long-term fixed     Section 4.3.2
     policy?                                      interest rates for a substantial portion of its borrowings.
                                                  On completion of the Offer, approximately 97% of the
                                                  Trust’s borrowings will be fixed rate debt (or debt which
                                                  has been fixed using interest rate swaps) for approximately
                                                  five years.

     What is the Trust’s currency                 The currency hedging policy is to provide a degree of           Section 4.3.3
     hedging policy?                              certainty for Unitholders, so that any movements in
                                                  the US/Australian dollar exchange rate do not have a
                                                  significant unexpected impact on the distributions in
                                                  Australia within the first five year period of the Trust.
                                                  The Trust has entered into currency hedges that
                                                  protect 93% of the estimated distributions against
                                                  movements in the US/Australian dollar exchange rates
                                                  for approximately five years. Further hedging may be
                                                  undertaken as additional properties are added to the
                                                  Trust’s investment portfolio.

     When will I receive distributions?           Distributions to Unitholders, to the extent they are paid,
                                                  are expected to be payable quarterly in arrears as at
                                                  the end of the March, June, September and December
                                                  quarters. Distributions will be paid within a month following
                                                  each quarter end.




8   Mariner Securities Limited Mariner American Property Income Trust
ABOUT THE TRUST

What are the costs and amounts        The fees and costs (including GST but excluding any                Section 5
payable by the Trust?                 input tax credits or reduced input tax credits that may
                                      be available to the Trust) include the following:
                                      ■   Property Due Diligence Fee of 0.275% of the purchase
                                          price of the New Properties.
                                      ■   Property Acquisition Fee of 1.10% of the purchase price
                                          of each property.
                                      ■   Debt Arrangement Fee of 1.10% of the value of the loan
                                          facilities to fund the acquisition of the New Properties.
                                      ■   Lead Management Fee of 1.925% of the amount raised
                                          under the Offer.
                                      ■   Underwriting Fee of 2.50% of the amount raised under
                                          the Offer.
                                      ■   Management Fee which equates to approximately
                                          0.13% p.a. of the gross asset value of the Trust.
                                      ■   Management and administrative expenses of
                                          approximately 0.13% p.a. of the gross asset value
                                          of the Trust.

What is the dispute resolution        The Responsible Entity provides a complaints handling              Section 9.4.5
procedure to deal with complaints?    and dispute resolution process for Unitholders and is a
                                      member of an external complaints resolution body.

Is there a cooling-off period?        No. There is no cooling-off period for investors in trusts         Section 9.4.1
                                      that are listed on the ASX.

Does the Responsible Entity take      The Responsible Entity does not take into account                  Section 9.3.2
into account labour standards or      labour standards or environmental, social or ethical
environmental, social or ethical      considerations for the purpose of selecting, retaining or
considerations when selecting,        realising investments for the Trust, except to the extent
retaining or realising investments?   that it believes they will have a material impact on the
                                      performance of the Trust.




                                                           Mariner Securities Limited Mariner American Property Income Trust   9
      ABOUT THE TRUST

      What are the significant benefits?                  The benefits of an investment in the Trust include:                            Section 3
                                                          ■   potential for attractive distributions which are expected                  Section 4
                                                              to be 100% tax deferred1 during the Forecast Period;
                                                          ■   a reliable income stream;
                                                          ■   a diversified, high quality property investment portfolio;
                                                          ■   liquidity through ASX listing;
                                                          ■   an experienced US based property investment team;
                                                          ■   hedging of interest rate and foreign exchange risks.
                                                          The equity raised through the Offer will allow the Trust
                                                          to repay the mezzanine finance used to partially fund
                                                          the acquisition of the New Properties and pay the final
                                                          instalment of the purchase price of the FedEx Terminal.
                                                          The Responsible Entity considers that this will provide
                                                          the following potential benefits:
                                                          ■   increase in distributions during the Forecast Period;
                                                          ■   greater diversification of the Trust’s portfolio of property
                                                              assets by geography, tenant and property type;
                                                          ■   reduction in the ratio of the Trust’s borrowings to
                                                              its assets;
                                                          ■   increase in the Trust’s market capitalisation and
                                                              trading liquidity.

      What are the significant risks?                     Some of the significant risks include:                                         Section 7
                                                          ■   capital and income distributions are not guaranteed;
                                                          ■   the price of Units on ASX may fall as well as rise;
                                                          ■   fluctuations in property market conditions and changes in
                                                              the underlying value of real estate investments may have
                                                              an adverse impact on the performance of the Trust;
                                                          ■   the Trust may not achieve further portfolio diversification
                                                              in accordance with its investment strategy if the
                                                              Responsible Entity cannot source suitable properties
                                                              or raise the capital to purchase them;
                                                          ■   future property acquisitions may either dilute or
                                                              enhance the quality of the Trust’s investment portfolio;
                                                          ■   the investment in and the income from the Trust’s
                                                              property interests are denominated in US dollars.
                                                              The Responsible Entity has hedged 93% of the Trust’s
                                                              forecast distributions for approximately five years.
                                                              However, currency fluctuations could still have an
                                                              effect on the Trust’s investment in the US REIT and
                                                              that part of the forecast distributions which is not
                                                              covered by currency hedges;
                                                          ■   even though the Responsible Entity has effectively
                                                              fixed the interest rate on 97% of the Trust’s borrowings
                                                              for approximately five years, some interest rate risks
                                                              remain and interest rate fluctuations could still have an
                                                              effect on your returns;
     1 Forecast distributions are uncertain and reliant on assumptions. Investors should carefully consider the ‘Risks’ of investing in the Trust set out in
       section 7 and the ‘Key Forecast Assumptions’ set out in section 6.6 that underpin these forecast returns. Distributions are quoted after deducting
       all ongoing fees and assume no change to the value of the Trust’s assets. The tax-deferred effect of the distributions, its impact on the cost base
       of the Portfolio and potential capital gains, and the potential impact of foreign currency movements are explained in sections 7.12 and 8.6.
10   Mariner Securities Limited Mariner American Property Income Trust
ABOUT THE TRUST

What are the significant risks?   ■   in the future currency hedges may not be available on          Section 7
(Cont’d)                              similar terms to the existing currency hedges which
                                      expire in approximately five years time;
                                  ■   generally the terms of the borrowings on the properties
                                      which form the Portfolio are five years. There is a
                                      risk that on the expiration of these borrowings the
                                      properties cannot be refinanced on similar commercial
                                      terms to the current borrowings;
                                  ■   distributions from the Trust and the taxation of those
                                      distributions may be affected by changes in the taxation
                                      laws of Australia and the US, including any changes to
                                      the tax treaty between Australia and the US.

What are the significant tax      ■   Based on current tax legislation, a US REIT will               Section 8.6
implications of the Offer?            generally not be subject to US Federal income tax
                                      on that portion of the US REIT’s taxable income and
                                      capital gains which are distributed to its shareholders.
                                      The taxable component of US REIT distributions may
                                      be subject to US withholding tax. It is not expected,
                                      however, that any part of the US REIT distributions will
                                      be taxable in the US during the Forecast Period.
                                  ■   Under the current tax treaty between Australia and the
                                      US, the rate of withholding tax on ordinary dividends paid
                                      by the US REIT to the Trust is generally reduced from
                                      30% to 15%, provided certain requirements are satisfied.
                                  ■   Unitholders are subject to Australian tax on the taxable
                                      component of distributions from the Trust. To the extent
                                      that withholding tax has been deducted from dividends
                                      paid by the US REIT, Unitholders may be entitled to a
                                      tax credit against their Australian tax liability.
                                  ■   PricewaterhouseCoopers has prepared an opinion on
                                      the taxation implications of investments in the Trust
                                      which is included in section 8.6.
                                  ■   Unitholders should seek tax advice based on their own
                                      specific circumstances prior to investment.
                                  ■   The cost base, for Australian capital gains tax purposes,
                                      of Unitholders’ units and the cost base, for US capital
                                      gains tax purposes, of the stock of the US REIT will be
                                      reduced by the amount of tax-deferred distributions
                                      which are made by the US REIT to the Trust and by
                                      the Trust to the Unitholders. This also has the effect
                                      of increasing the amount of capital gains tax payable
                                      when capital gains are distributed after the sale of any
                                      property in the Portfolio.

How can further information be    Investors with questions in relation to the Offer should
obtained?                         contact their stockbroker, financial adviser, accountant,
                                  lawyer or other professional adviser.
                                  Investors with questions relating to completing the
                                  Entitlement and Acceptance Form or Application Form
                                  or the status of their application may call the Investor
                                  Services Team on 1800 009 963.



                                                       Mariner Securities Limited Mariner American Property Income Trust   11
     2. Key Features
     2.1 GENERAL OVERVIEW                         The Trust is a registered managed investment scheme that was listed on
                                                  the ASX on 23 September 2005. The Trust is designed to provide reliable
                                                  income and the potential for long-term capital growth for investors from
                                                  investment in real estate in the US.
                                                  The Trust uses a US Private (non-listed) Real Estate Investment Trust (REIT)
                                                  structure and intends to continue to acquire progressively a portfolio of
                                                  investments in the major US property markets.
                                                  The Trust’s Initial Portfolio comprised two high quality assets, Derry Meadows
                                                  and the Intel Campus. On 25 October 2005, the Trust announced that
                                                  subsidiaries of the US REIT had entered into contracts to acquire a motor
                                                  freight terminal building (the FedEx Terminal) and a further office building
                                                  (the RSA Security Campus). The acquisition of the FedEx Terminal was
                                                  completed on 16 November 2005 and the acquisition of the RSA Security
                                                  Campus was completed on 7 December 2005. The New Properties have
                                                  been acquired using a combination of first ranking senior debt and mezzanine
                                                  finance. The purpose of the Offer is to raise money to allow the Trust to repay
                                                  the mezzanine financing used to assist fund the Trust’s acquisition of the
                                                  New Properties and to pay the final instalment of the purchase price of
                                                  the FedEx Terminal.
                                                  The Responsible Entity of the Trust is Mariner Securities Limited. Mariner
                                                  Financial Inc., a US based subsidiary of Mariner Financial Limited, has been
                                                  appointed to source and manage the property investments for the REIT
                                                  and its controlled entities.


     2.2 THE OFFER                                The Trust is seeking to raise $74.5 million in equity by way of the Offer
                                                  which has two components:
                                                  ■   a one for four non-renounceable Rights Issue to Eligible Unitholders
                                                      to raise $12.125 million; and
                                                  ■   a Public Offer to Institutional and Retail Investors to raise $62.375 million.
                                                  New Units will trade as a separate class of securities on ASX from
                                                  Friday, 24 March 2006 until Monday, 27 March 2006 (the ex-entitlement
                                                  date for the March 2006 distribution). All New Units will trade as the same
                                                  class of securities as Existing Units from Monday, 27 March 2006. New Units
                                                  will rank equally with Existing Units from 1 April 2006.




12   Mariner Securities Limited Mariner American Property Income Trust
2.3 APPLICATION PRICE     The Rights Issue Price is $0.97 per New Unit and the Public Offer Price
                          is $0.97 per New Unit.


2.4 PROCEEDS AND NUMBER   The table below summarises the number of New Units that will be issued
    OF NEW UNITS ISSUED   or offered for subscription in accordance with this PDS.

                                                 Issue Price        Number of Units           Amount Raised
                           Rights Issue              $0.97                   12.5m               $12.125m
                           Public Offer              $0.97                   64.3m               $62.375m
                           Total                                             76.8m                $74.5m



2.5 SUMMARY PORTFOLIO
    OVERVIEW                                                        Initial            New
                                                                   Portfolio         Portfolio     Portfolio
                           Number of properties                        2               2             4
                           Acquisition price (US$ million)           93.5            120.5         214.0
                           Valuation (US$ million)                    97.5           122.4         219.9
                           Net lettable area (square feet)          475,776          441,496       917,272
                           Weighted average lease expiry
                           (in years)                                 11.1             11.4         11.3
                           Percentage leased (by area)               98.3            100            99.1
                           Average age of property (by value)        10yrs           3.5yrs        6.5yrs
                           Initial yield                            7.00%            6.87%         6.93%




                                              Mariner Securities Limited Mariner American Property Income Trust   13
     2.6 UNDERWRITING OF THE OFFER                    The Lead Manager to the Offer has fully underwritten the Offer. Subject to the
                                                      terms of the Underwriting Agreement, the Lead Manager will subscribe for or
                                                      procure subscriptions for any shortfall in subscriptions for all of the New Units.
                                                      Details of the Underwriting Agreement, including the circumstances in which it
                                                      can be terminated, are provided in section 9.1.16.


     2.7 BENEFITS OF THE OFFER                        The benefits of an investment in the Trust include:
                                                      ■   potential for attractive distributions which are expected to be
                                                          100% tax-deferred1 during the Forecast Period;
                                                      ■   a reliable income stream;
                                                      ■   a diversified, high quality property investment portfolio;
                                                      ■   liquidity through ASX listing;
                                                      ■   an experienced US based property investment team;
                                                      ■   hedging of interest rate and foreign exchange risks.
                                                      The equity raised through the Offer will allow the Trust to repay
                                                      the mezzanine finance used to partially fund the acquisition of
                                                      the New Properties and pay the final instalment of the purchase
                                                      price of the FedEx Terminal. The Responsible Entity considers that
                                                      this will provide the following potential benefits:
                                                      ■   increase in distributions during the Forecast Period;
                                                      ■   greater diversification of the Trust’s portfolio of property assets
                                                          by geography, tenant and property type;
                                                      ■   reduction in the ratio of the Trust’s borrowings to its assets;
                                                      ■   increase in the Trust’s market capitalisation and trading liquidity.


     2.8 RISKS                                        Some of the risks, which are set out in more detail in section 7, include:
                                                      ■   general investment risks:
                                                          – as the Trust is listed, the price of Units may be influenced by volatility
                                                            in the Australian and international financial markets;
                                                      ■   property investment risks:
                                                          – changes in property markets, especially movements in the valuations
                                                            of the properties in the Trust;
                                                          – possibility of default by tenants on their obligations;
                                                          – under various US laws, a current or previous owner or operator of
                                                            real estate may be liable for the costs of remediation of hazardous
                                                            substances at or under its property. The costs of remediation can
                                                            be substantial;
                                                          – some events, such as terrorist attacks, are uninsurable or are only
                                                            insurable on uneconomic terms and if they occur they may have an
                                                            adverse impact on the Trust;


     1 Forecast distributions are uncertain and reliant on assumptions. Investors should carefully consider the ‘Risks’ of investing in the Trust set
       out in section 7 and the ‘Key Forecast Assumptions’ set out in section 6.6 that underpin these forecast returns. Distributions are quoted
       after deducting all ongoing fees and assume no change to the value of the Trust’s assets. The tax-deferred effect of the distributions,
       its impact on the cost base of the Portfolio and potential capital gains, and the potential impact of foreign currency movements are
       explained in sections 7.12 and 8.6.

14   Mariner Securities Limited Mariner American Property Income Trust
■   Trust specific risks:
    – capital and distributions are not guaranteed;
    – if the value of the US dollar decreases relative to the Australian dollar,
      that part of the Trust’s investment in the US REIT and the income derived
      from the US REIT which are not covered by currency hedges will also
      decrease in value;
    – currency hedges may not be available on similar terms to the existing
      currency hedges which expire in approximately five years time;
    – the Trust has some floating rate borrowings that are exposed to interest
      rate movements which may adversely affect the borrowing costs and
      level of financial risk within the Trust;
    – the borrowings used to fund the Portfolio may not be refinanced
      on similar commercial terms as the current borrowings;
    – unforeseen capital expenditure/expenses requirements;
    – ability to source suitable properties and to raise the capital to
      purchase them;
    – property acquisitions may either dilute or enhance the quality of the
      Trust’s investment portfolio;
■   tax risks:
    – tax rules or their interpretation in both Australia and the US, and the
      tax treaty between Australia and the US, which governs the taxation of
      distributions from the US to Australia, may change. In particular, both the
      level and basis of taxation may change. These changes may affect future
      earnings and the relative attractiveness of investing in the Trust;
    – distributions from the US REIT and the Trust could be adversely affected
      if the US REIT is not recognised as a REIT under US taxation laws or
      if the Trust does not qualify as a listed Australian property trust for the
      purpose of the tax treaty between Australia and the US. If the US REIT
      were to fail to qualify as a REIT, for the purposes of the US Federal
      income tax laws, its taxable income would be subject to US tax at the
      prevailing corporate tax rates in that year and possibly future years. This
      would significantly impact the amount available for distribution. Details
      of the qualification tests to be met by the US REIT and the taxation of
      distributions made to the Trust and its Unitholders are set out in the tax
      opinion prepared by PricewaterhouseCoopers in section 8.6;
    – the cost base, for Australian and US capital gains tax purposes, of
      Unitholders’ units and the stock of the US REIT will be reduced by the
      amount of tax-deferred distributions which are made by the US REIT
      to the Trust and by the Trust to Unitholders. This also has the effect of
      increasing the amount of capital gains tax payable when capital gains are
      distributed after the sale of any property.




                       Mariner Securities Limited Mariner American Property Income Trust   15
     2.9 SOURCES AND APPLICATION                      The tables below outline the sources and applications of funds for the Trust.
         OF FUNDS
                                                        Sources of funds                                           (AU$’000s)1        (US$’000s)1
                                                        Proceeds from issue of Units                                  74,500              55,242
                                                        Borrowings – long term                                        117,114            86,840
                                                        Total sources                                                191,614            142,082
                                                        Application of funds
                                                        Portfolio acquired                                           154,012            114,200
                                                        Final instalment of FedEx Terminal                             8,496               6,300
                                                        Portfolio acquisition costs                                    4,425               3,281
                                                        Financing costs                                                5,650               4,190
                                                        Offer costs                                                    4,074               3,021
                                                        Other applications – cash                                      3,473               2,575
                                                        Hedge collateral                                              11,483               8,515
                                                        Total applications                                           191,614            142,082

                                                      Numbers may not add because of rounding.
                                                      Details of Application of Offer Proceeds
                                                        Sources of funds                                           (AU$’000s)1        (US$’000s)1
                                                        Proceeds from issue of Units                                  74,500              55,242
                                                        Application of funds
                                                        Repayment of mezzanine finance                                61,219             45,394
                                                        Final instalment of FedEx Terminal
                                                        and hedge collateral2                                          5,734               4,252
                                                        Offer costs                                                    4,074               3,021
                                                        Other applications - cash                                      3,473               2,575
                                                        Total applications                                            74,500             55,242

                                                      Numbers may not add because of rounding.
     2.10 SUMMARY OF FORECAST
                                                                                            22 Sept ’05 to       23 Mar ’06 to       1 Jul ’06 to
          DISTRIBUTIONS3                                                                     30 Jun ’06           30 Jun ’06         30 Jun ’07
                                                                                            Existing Units        New Units
                                                        Units on issue                       50,000,000            76,804,124        126,804,124
                                                        Cash distributions
                                                        to investors4                        $3,521,143            $2,171,216        $11,804,156
                                                        Cash distributions
                                                        per Unit4                              $0.0704              $0.0283             $0.0931
                                                        Cash distribution
                                                        yield – annualised4,5                   9.43%                9.25%               9.60%
                                                        Tax-deferred component6                 100%                  100%               100%

     1 Based on an average actual exchange rate of $1.00 = US$0.7415.
     2 Net of costs and funding.
     3 Forecast distributions are uncertain and reliant on assumptions. Investors should carefully consider the ‘Risks’ of investing in the Trust set
       out in section 7 and the ‘Key Forecast Assumptions’ set out in section 6.6 that underpin these forecast returns. Distributions are quoted
       after deducting all ongoing fees and assume no change to the value of the Trust’s assets.
     4 Cash distributions include both capital and income.
     5 Based on a Public Offer Price of $0.97 per Unit.
     6 The tax-deferred effect of the distributions, its impact on the cost base of the Portfolio and potential capital gains, and the potential
       impact of foreign currency movements are explained in sections 7.12 and 8.6.

16   Mariner Securities Limited Mariner American Property Income Trust
2.11 KEY POLICIES        The key policies adopted by the Responsible Entity in relation to the Trust
                         are set out in section 4.3.

2.12 OFFER STRUCTURE /   2.12.1 The Rights Issue
     MECHANICS
                         The Rights Issue is an offer to Eligible Unitholders of one New Unit for
                         every four Existing Units held on the Record Date. An Eligible Unitholder
                         is a holder of Units with a registered address in Australia or New Zealand,
                         as recorded on the Trust’s register at 7.00pm (Sydney time) on the Record
                         Date of Thursday, 16 February 2006. Each Eligible Unitholder will receive an
                         entitlement to subscribe for one New Unit (at the Rights Issue Price of $0.97,
                         for every four Units held by them at the Record Date.
                         2.12.1.1 Participating in the Rights Issue
                         Eligible Unitholders may choose to subscribe for their Entitlement in full,
                         in part or in excess of their Entitlement as set out in their personalised
                         Entitlement and Acceptance Form.
                         Full Subscription
                         Eligible Unitholders may choose to subscribe for their Entitlement in full
                         by applying for their total pro rata allocation as set out in their personalised
                         Entitlement and Acceptance Form. Each Eligible Unitholder is guaranteed
                         to receive their full Entitlement.
                         Part Subscription
                         Eligible Unitholders may choose to subscribe for their Entitlement in part
                         by applying for less then their total pro rata allocation as set out in their
                         personalised Entitlement and Acceptance Form. Each Eligible Unitholder
                         is guaranteed to receive the part Entitlement for which they apply.
                         In Excess of Entitlement
                         Eligible Unitholders may apply for Units in excess of their pro rata
                         entitlement, however, any amount by which an Application from an Eligible
                         Unitholder exceeds their Entitlement may be declined or scaled back at
                         the absolute discretion of the Responsible Entity and the Lead Manager.
                         Applications in excess of Entitlement may be satisfied from the Rights Issue
                         shortfall, if any, or the Public Offer. Applications in excess of Entitlement
                         must be made at the Public Offer Price of $0.97 per New Unit.
                         Eligible Unitholders that wish to take up some or all of their Entitlement will
                         need to submit an Entitlement and Acceptance Form by 5.00pm (Sydney
                         time) on Thursday, 16 March 2006. If they do not submit an Entitlement and
                         Acceptance Form by this time, their Entitlement will be allocated to other
                         Eligible Unitholders through the Rights Issue or to applicants in the Public
                         Offer at the discretion of the Responsible Entity and the Lead Manager.
                         If you are an Eligible Unitholder and have not received a personalised
                         Entitlement and Acceptance Form, please telephone the Investor Services
                         Team on 1800 009 963.




                                              Mariner Securities Limited Mariner American Property Income Trust   17
                                                  2.12.1.2 Applications and Payment
                                                  Completed Entitlement and Acceptance Forms for the Rights Issue must be
                                                  mailed to the Registry at the following address:
                                                  Link Market Services Limited
                                                  Mariner American Property Income Trust Offer
                                                  Locked Bag A14
                                                  Sydney South NSW 1235
                                                  or hand delivered to:
                                                  Link Market Services Limited
                                                  Mariner American Property Income Trust Offer
                                                  Level 12, 680 George Street
                                                  Sydney NSW 2000

                                                  Entitlement and Acceptance Forms must be completed in accordance with
                                                  the instructions outlined on the reverse of the form.
                                                  Entitlement and Acceptance Forms and Application Monies must be
                                                  received by the Registry no later than 5.00pm (Sydney time) on the Offer
                                                  Closing Date which is expected to be Thursday, 16 March 2006, unless
                                                  together with the Lead Manager the Responsible Entity elects to extend
                                                  the Offer or any part of it, or accept late Applications either generally or
                                                  in particular cases.
                                                  Applicants are not required to sign the Entitlement and Acceptance Form.
                                                  The Responsible Entity and the Lead Manager reserve the right to reject any
                                                  Entitlement and Acceptance Form which is not correctly completed or which
                                                  is submitted by a person whom they believe may be an ineligible Applicant,
                                                  or to waive or correct any errors made by an Applicant in completing any
                                                  Entitlement and Acceptance Form.
                                                  Payment can be made by BPAY, cheque or bank draft. For cheque or
                                                  bank draft payments, Entitlement and Acceptance Forms must be
                                                  accompanied by a cheque or bank draft in Australian dollars drawn
                                                  on an Australian branch of an Australian bank. Cheques or bank drafts
                                                  should be made payable to “Mariner Securities Limited MAPIT Offer”
                                                  and crossed “Not Negotiable”. All amounts must be in cleared funds.
                                                  Please do not send cash. Receipts for payment will not be issued.
                                                  An Applicant should ensure that sufficient funds are held in the relevant account
                                                  or accounts to cover the cheque(s). If you do not indicate the number of New
                                                  Units for which you wish to subscribe, or there is a discrepancy between the
                                                  amount of the cheque and the number of New Units indicated, the Responsible
                                                  Entity will treat you as applying for as many New Units as your cheque will pay for.

                                                  2.12.1.3 Allocation Policy
                                                  Eligible Unitholders on the Record Date will be guaranteed to receive their
                                                  full Entitlement if they apply for their total pro rata allocation.
                                                  Eligible Unitholders may apply for Units in excess of their pro rata entitlement,
                                                  however, any amount by which an Application from an Eligible Unitholder
                                                  exceeds their Entitlement may be declined or scaled back at the absolute
                                                  discretion of the Responsible Entity and the Lead Manager. Applications in
                                                  excess of Entitlement may be satisfied from the Rights Issue shortfall, if any, or,
                                                  if the Unitholder did not vote in person or by proxy at the EGM, from the Public
                                                  Offer. Allocations under the Public Offer will be at the Public Offer Price of $0.97
                                                  per New Unit.

18   Mariner Securities Limited Mariner American Property Income Trust
If there is still a Rights Issue shortfall following this allocation, the
Responsible Entity and the Lead Manager may make allocations to
Applicants from the Public Offer. Allocations will be at the Public Offer
Price of $0.97 per New Unit.

2.12.2 The Public Offer
The Public Offer is open to Institutional and Retail Investors. Units under
the Public Offer will be offered at $0.97.
The Public Offer comprises an Institutional Offer, a General Public Offer
and a Broker Firm Offer.
Institutional Offer
Orders from Institutional Investors under the Public Offer may only be submitted
through the Lead Manager. Full details on how to participate, including order
conditions, will be provided to participants by the Lead Manager.
General Public Offer
The General Public Offer is open to Australian resident Retail Investors.
Broker Firm Offer
The Broker Firm Offer is open to Australian resident Retail Investors who
have received a firm allocation from their Broker. Such investors will be
treated as Broker Firm Applicants under the Public Offer.
2.12.2.1 How to Apply
Applications under the General Public Offer and Broker Firm Offer must
be for a minimum of 2,000 New Units and in multiples of 500 New Units
thereafter. However, together with the Lead Manager the Responsible Entity
reserves the right to treat an Application in excess of 250,000 New Units
as an Application under the Institutional Offer.
General Public Offer
Applications under the General Public Offer can be made either by
completing and lodging the Application Form attached to or accompanying
this PDS or a paper copy of the Application Form from the online version
of this PDS. An online version of this PDS is available on the Responsible
Entity’s website at <www.marinerfunds.com.au> or the Lead Manager’s
website <www.commsec.com.au>.
Broker Firm Offer
If you have received a firm allocation of Units from a Broker to the Offer, your
Broker will be acting as your agent in applying for Units. You should obtain
a copy of this PDS from your Broker and apply for Units using the Application
Form accompanying this PDS. A Broker may make this PDS available on its
website and provide an online application facility for the submission of online
Application Forms and Application Monies to the Broker.
If you have received a firm allocation of Units and are in any doubt about
what action you should take, you should immediately contact the Broker
from whom you have received that firm allocation.




                     Mariner Securities Limited Mariner American Property Income Trust   19
                                                  2.12.3 Applications and Payment
                                                  General Public Offer
                                                  Completed Application Forms must be mailed to the Registry at the following
                                                  address:
                                                  Link Market Services Limited
                                                  Mariner American Property Income Trust Offer
                                                  Locked Bag A14
                                                  Sydney South NSW 1235
                                                  or hand delivered to:
                                                  Link Market Services Limited
                                                  Mariner American Property Income Trust Offer
                                                  Level 12, 680 George Street
                                                  Sydney NSW 2000

                                                  Applications and Application Monies must be received by the Registry
                                                  no later than 5.00pm (Sydney time) on the Offer Closing Date which is
                                                  expected to be Thursday, 16 March 2006, unless together with the
                                                  Lead Manager the Responsible Entity elects to close or extend the Offer or
                                                  any part of it early, or accept late Applications either generally or
                                                  in particular cases. The Public Offer or any part of it may be closed at any
                                                  earlier date and time, without notice. Applicants are therefore encouraged
                                                  to submit their Applications as early as possible.
                                                  Applicants are not required to sign the Application Form. The Responsible
                                                  Entity and the Lead Manager reserve the right to reject any Application Form
                                                  which is not correctly completed or which is submitted by a person whom
                                                  they believe may be an ineligible Applicant, or to waive or correct
                                                  any errors made by an Applicant in completing any Application Form.
                                                  Application Forms must be accompanied by a cheque or bank draft in
                                                  Australian dollars drawn on an Australian branch of an Australian bank.
                                                  Cheques or bank drafts should be made payable to “Mariner Securities Limited
                                                  MAPIT Offer” and crossed “Not Negotiable”. All amounts must be in cleared
                                                  funds. Please do not send cash. Receipts for payment will not be issued.
                                                  An Applicant should ensure that sufficient funds are held in the relevant
                                                  account or accounts to cover the cheque(s). If you do not indicate the number
                                                  of New Units for which you wish to subscribe, or there is a discrepancy
                                                  between the amount of the cheque and the number of New Units indicated,
                                                  the Responsible Entity will treat you as applying for as many New Units as
                                                  your cheque will pay for.
                                                  Broker Firm Offer
                                                  For Broker Firm Applicants, completed Application Forms together with the
                                                  Application Monies must be returned to the Broker from whom you received
                                                  the allocation of Units in accordance with their instructions.
                                                  If you have received a firm allocation of Units from a Broker, you should make
                                                  your cheque payable to your Broker or as instructed by them, and deliver your
                                                  completed Application Form and cheque in favour of the Broker directly for
                                                  delivery to the Responsible Entity on your behalf.
                                                  Online Application Forms and Application Monies lodged with a Broker
                                                  providing an online application facility must be lodged in accordance with
                                                  the instructions provided by the Broker.


20   Mariner Securities Limited Mariner American Property Income Trust
                          2.12.3.1 Allocation Policy
                          The Responsible Entity and the Lead Manager have the right to nominate
                          the persons to whom the New Units will be allocated under the Public Offer
                          and all Applicants may be scaled back at the absolute discretion of the
                          Responsible Entity and the Lead Manager. To the extent that any Application
                          is not satisfied in whole, Application Monies for New Units which have not been
                          allotted will be refunded without interest.
                          Under ASX Listing Rules, those Unitholders who have voted at the EGM
                          either in person or in proxy will be ineligible to participate in the Public Offer.
                          They may however, be allocated New Units in excess of their Entitlement
                          if there is a Rights Issue shortfall.
                          Subject to the ASX Listing Rules, the Responsible Entity reserves the right
                          to close the Offer early, scale back the size of the Offer or not proceed with
                          the Offer at all.


2.13 APPLICATION MONIES   Monies received from an Applicant for an Application will, until the New Units
     AND INTEREST         are issued, be held by the Responsible Entity in a trust account.
                          If you are allotted less than the number of New Units you applied for, then
                          you will receive a refund cheque for the relevant amount of Application Monies
                          (without interest) not applied towards the issue of New Units, as soon as
                          practicable after the Offer Closing Date.
                          The Responsible Entity reserves the right, subject to any required regulatory
                          approval, to cancel the Rights Issue and Public Offer at any time, in which case
                          all Application Monies for unissued Units will be refunded without interest.
                          If the Underwriting Agreement is terminated, the Offer will not proceed and
                          all Application Monies will be refunded without interest.
                          To the fullest extent permitted by law, each Applicant agrees that Application
                          Monies shall not bear or earn interest for the Applicant, irrespective of whether
                          or not all or any of the New Units applied for by the Applicant are issued to
                          the Applicant.


2.14 ALLOTMENT DATE       Allotment of New Units is expected on or about Thursday, 23 March 2006.
                          No certificates will be issued in respect of the New Units. Following allotment,
                          Unitholders will receive statements which set out the number of New Units
                          allotted to them.
                          It is the responsibility of each Applicant to confirm their holding before
                          trading in New Units. Applicants who sell New Units before they receive
                          their holding statement do so at their own risk. The Responsible Entity
                          and the Lead Manager disclaim all liability, whether in negligence or
                          otherwise, to persons who trade their New Units before receiving their
                          holding statement.
                          Applicants may call the Investor Services Team on 1800 009 963 to seek
                          confirmation of their allocation.




                                                Mariner Securities Limited Mariner American Property Income Trust   21
     2.15 ASX QUOTATION                           Application for quotation of the New Units on the ASX will be made no later
                                                  than seven days after the date of this PDS. Subject to approval being granted,
                                                  quotation for the New Units is expected to commence within three Business
                                                  Days of the Allotment Date on a normal settlement basis. New Units will have
                                                  the ASX code MRAN (which is a different ASX code to Existing Units) until the
                                                  ex-distribution date for the distribution for the quarter ending 31 March 2006,
                                                  after which the New Units’ ASX code will be changed to the same
                                                  ASX code as Existing Units (MRA).


     2.16 VOTING RIGHTS OF THE                    New Units will have the same voting rights as Existing Units. Each Unit
          NEW UNITS                               confers the right to vote at meetings of the Unitholders, subject to any voting
                                                  restrictions imposed on an investor under the Corporations Act or the ASX
                                                  Listing Rules. On a show of hands, every Unitholder present in person
                                                  or by proxy has one vote. On a poll, every Unitholder who is present in
                                                  person or by proxy has one vote for each dollar of value of their Units.


     2.17 STAMPING FEE                            A stamping fee of 1.0% (including GST) per New Unit (up to a maximum
                                                  of $500 per Application) will be paid by the Lead Manager to participating
                                                  organisations of the ASX and appropriately licensed financial advisers for New
                                                  Units allotted pursuant to Entitlement and Acceptance Forms and Application
                                                  Forms which are stamped or otherwise attributable to that entity. No stamping
                                                  fee will be payable on New Units allocated under the Institutional Offer or the
                                                  Broker Firm Offer.


     2.18 FOREIGN SELLING                         No action has been taken to register or qualify the New Units that are
          RESTRICTIONS                            the subject of the Rights Issue and the Public Offer, or otherwise to permit
                                                  a public offering of the Units, in any jurisdiction outside Australia. The Units
                                                  have not been and will not be registered under the US Securities Act and
                                                  may not be offered or sold in the US or to US persons. This PDS may not
                                                  be distributed in the US or elsewhere outside Australia except to Eligible
                                                  Unitholders in New Zealand. This PDS does not constitute an offer
                                                  or invitation in any jurisdiction where, or to any person to whom, such
                                                  an offer or invitation would be unlawful.
                                                  Each Applicant in the Rights Issue will be taken to have represented,
                                                  warranted and agreed that such person:
                                                  ■   is a resident of Australia or New Zealand, is located in Australia or
                                                      New Zealand at the time of such Application and is not acting for the
                                                      account or benefit of any person in the US, a US person or any other
                                                      foreign person; and
                                                  ■   will not offer or sell the Units in the US or in any other jurisdiction outside
                                                      Australia or to a US person, except in transactions exempt from registration
                                                      under the US Securities Act and in compliance with all applicable laws in
                                                      the jurisdiction in which such Units are offered and sold.




22   Mariner Securities Limited Mariner American Property Income Trust
2.18 FOREIGN SELLING         Each Applicant in the Public Offer will be required to represent, warrant and
     RESTRICTIONS (Cont’d)   agree as follows (and will be taken to have done so if it lodges an Application):
                             ■   it understands that the Units have not been and will not be registered under
                                 the US Securities Act and may not be offered, sold or resold in the US or
                                 to a US person, except in transactions exempt from registration under the
                                 US Securities Act; and
                             ■   it is not in the US nor a US person and is not acting for the account or
                                 benefit of a US person.
                             No person is authorised to give any information or make any representations
                             other than those contained in this PDS and, if given or made, such information
                             or representations will not be relied upon as having been authorised by the
                             Trust, the Lead Manager or any other person, nor will any such persons have
                             any liability or responsibility therefore.


2.19 UNITHOLDER ENQUIRIES    This document is important and requires your immediate attention.
                             It should be read in its entirety. If you are in doubt as to the course you
                             should follow, you should consult your stockbroker, solicitor, accountant
                             or other professional adviser.
                             Please contact the Investor Services Team on 1800 009 963 if you have
                             questions relating to the Rights Issue and Public Offer or any aspect of
                             your individual holding in the Trust.




                                                   Mariner Securities Limited Mariner American Property Income Trust   23
     3. The Trust’s Property Investment Portfolio
                                                                                                        Income
                                                                                                                             Initial
                                                             Construction        Acquisition       (net of property                       Valuation
         Property           Location            Type                                                                       Acquisition
                                                                Date             Price (US$)      related expenses)                         (US$)
                                                                                                                             Yield
                                                                                                         (US$)




     Derry               Derry,                             From 2000 to
                                            Retail                                 32,000,000                  2,227,200       6.96%       33,000,000
     Meadows             New Hampshire                      2004 (in stages)




                                                            Main Building
                         Parsippany,                        – 1984 and
     Intel Campus                           Commercial                             61,500,000                  4,329,600       7.04%       64,500,000
                         New Jersey                         Annex
                                                            – 1999




     RSA Security        Bedford,
                                            Commercial      2001                   95,000,000                  6,247,800       6.75%       96,700,000
     Campus              Massachusetts




                                                            Current                                        1,860,300
                                                                                   25,500,000
     FedEx               Montgomery,                        Building – 2003                                (following
                                            Industrial                              (including                                 7.30%       25,700,000
     Terminal            New York State                     and Expansion                               completion of
                                                                                   Expansion)
                                                            – 2006                                        Expansion)




     Total/Weighted
                                                                                 $214,000,000            $14,664,900           6.93%     $219,900,000
     Average


     1 The three largest tenants (by area) of Derry Meadows account for 69% of the income from the property.




24   Mariner Securities Limited Mariner American Property Income Trust
 % Trust                                                                                   % Trust’s
               Net Lettable      Occupancy    Weighted Average                                                 Remaining
Portfolio By                                                            Tenant1             Rental
               Area (sq feet)     (By Area)     Lease Expiry                                                  Term (Years)1
   Value                                                                                   Income



                                                                                                          Hannaford
                                                                  Hannaford Bros                          Bros            – 18.0
                                                                  Flagship Cinemas                        Flagship
     15.01%           187,034          96%     December 2018                                   15.19%
                                                                  Derry Workout                           Cinemas         – 18.0
                                                                  Club                                    Derry Workout
                                                                                                          Club             – 6.0




                                                                  Intel Europe Inc.
     29.33%           288,742         100%     December 2015      (guaranteed by               29.52%                      10.0
                                                                  Intel Corporation)




     43.97%           328,232         100%     December 2016      RSA Security Inc             42.60%                      11.0




                      113,264                                     FedEx
                    (following                                    Freight East Inc.
     11.69%                           100%        July 2018                                    12.69%                      12.5
                 completion of                                    (guaranteed by
                   Expansion)                                     FedEx Corporation)




    100.00%           917,272          99%       March 2017                                   100.00%                      11.3




                                                                 Mariner Securities Limited Mariner American Property Income Trust   25
     3.2 GEOGRAPHIC
         DIVERSIFICATION
         (BY VALUATION)                                            Initial Portfolio                                                  After acquisition of the
                                                                                                                                      New Properties




                                                                                                                                             Derry Meadows, New Hampshire 15%
                                                                         Derry Meadows, New Hampshire 33%
                                                                                                                                             Intel Campus, New Jersey 29%
                                                                         Intel Campus, New Jersey 67%
                                                                                                                                             RSA Security Campus,
                                                                                                                                             Massachusetts 44%
                                                                                                                                             FedEx Terminal, New York 12%


     3.3 PROPERTY TYPE
         DIVERSIFICATION
         (BY VALUATION)                                            Initial Portfolio                                                  After acquisition of the
                                                                                                                                      New Properties




                                                                         Retail 33%                                                          Retail 15%
                                                                         Commercial 67%                                                      Commercial 73%
                                                                                                                                             Industrial 12%



     3.4 PORTFOLIO LEASE                                           45

         EXPIRY PROFILE                                                                                                                        Weighted Average Lease Expiry
                                                                   40
         (BY INCOME)
                                                                   35
                                          % Total Lease Payments




                                                                   30


                                                                   25


                                                                   20


                                                                   15


                                                                   10


                                                                    5


                                                                    0
                                                                          ’06   ’07   ’08   ’09   ’10   ’11   ’12   ’13   ’14   ’15    ’16    ’17   ’18   ’19   ’20   ’21   ’22   ’23   ’24

                                                                        Year
26   Mariner Securities Limited Mariner American Property Income Trust
3.5 INITIAL PORTFOLIO   3.5.1 Derry Meadows Shopping Center, Derry, New Hampshire
                        Property Description
                        Derry Meadows is located at 35 Manchester Road (Route 28), Derry,
                        Rockingham County, New Hampshire. It is a relatively new shopping centre
                        built in stages between 2000 and 2004 and comprises a free-standing
                        supermarket, a 12-screen cinema and in-line specialty shops. The 48.9 acre
                        site area includes seven acres of undeveloped land that is zoned for further
                        retail development.
                        Since the Trust acquired Derry Meadows plans have been prepared for the
                        undeveloped land and discussions commenced with a number of retailers
                        to lease these sites. Interest in the site has increased because Wal-Mart has
                        commenced consultation with the local community and planning authorities
                        regarding their intention to develop a new store immediately adjacent to the
                        undeveloped land. The Trust does not intend to undertake any development
                        on the site (see section 4.3.5) and anticipates that it will either enter into a
                        ground lease arrangement or sell the undeveloped land.
                        Location and Market Overview
                        Derry Meadows is located in the Town of Derry in southern New Hampshire,
                        about 40 miles north of Boston. The Central Business District of Derry
                        is approximately one mile south of the property and Manchester Airport,
                        a large regional airport, with several commercial and freight flights per day
                        is approximately five miles northwest of the property. Derry Meadows’ trade
                        area comprises the towns of Derry, Londonderry, Chester and Auburn.
                        These towns are residential areas servicing the Boston and Manchester region.




                                             Mariner Securities Limited Mariner American Property Income Trust   27
                                                  3.5.1 Derry Meadows (Cont’d)
                                                  Tenant Profiles
                                                  Derry Meadows is 96% leased. The three largest tenants, by income
                                                  are as follows:
                                                  Hannaford Bros. Co
                                                  Hannaford is a supermarket chain in northern New England with 142
                                                  supermarkets in Maine, New Hampshire, Massachusetts, Vermont and
                                                  New York and three distribution centres in Maine and New York. Hannaford
                                                  is a subsidiary of Delhaize America Inc, which is the US division of Delhaize
                                                  Group, a global supermarket holding company based in Brussels, Belgium.
                                                  Flagship Cinemas
                                                  Flagship Cinemas is a Boston based privately held cinema group which
                                                  has 98 screens in 11 theatres in Maine, Massachusetts, New Hampshire
                                                  and Maryland. The Derry location has 12 screens and is one of the leading
                                                  cinema centres in the region.
                                                  Workout Club and Wellness Center
                                                  The Workout Club is operated by a privately owned health club group
                                                  with three locations in southern New Hampshire.
                                                  Other tenants include:
                                                  Dollar Tree
                                                  Dollar Tree sells an array of house wares, toys, seasonal and other items,
                                                  all for US$1.00. It has stores in 48 states and is listed on the Nasdaq.
                                                  EB Games
                                                  Electronic Boutique Holdings Corp is a video game seller with over
                                                  4,250 stores throughout the world. It is listed on the NYSE.
                                                  TD BankNorth
                                                  TD BankNorth is part owned by Toronto Dominion Bank and has
                                                  approximately 400 branches in New England and New York. It is listed
                                                  on the NYSE.
                                                  Burger King
                                                  Burger King is the second largest hamburger chain in the United States.
                                                  Its parent company Burger King Holdings Inc. is private and independently
                                                  owned by an equity group comprised of Texas Pacific Group, Bain Capital
                                                  and Goldman Sachs Capital Partners.




28   Mariner Securities Limited Mariner American Property Income Trust
3.5.1 Derry Meadows (Cont’d)

 PROPERTY STATISTICS

 Property type                                             Retail – Community Shopping Centre
 Area NLA (sq ft)                                                         187,034
 Occupancy                                                                  96%
 Current rent per sq ft                                           US$12.49 p.a. (average)
 Weighted average lease term                                    December 2018 – 13 years
 (by income)
 Date built                                                2000 to 2004, completion in stages




 ACQUISITION SUMMARY

 Ownership interest                                                        100%
 Purchase price                                                        US$32 million
 Valuation                                                             US$33 million
 Initial yield                                                             6.96%




 TENANT PROFILE

 Tenant                        Square feet      % by area           Lease maturity         Years remaining
 Hannaford Bros Supermarket       70,747            37.8                April 2024                 18
 Flagship Cinemas                 35,055            18.7               March 2024                  18
 Derry Workout Club               23,820            12.7              October 2011                  6
 14 other tenants                  57,412           30.8              Ranges from            Ranges from
                               (ranges from                           April 2006 to          0 to 14 years
                               420 to 8,329)                          March 2020
 Total                           187,034            100




                                               Mariner Securities Limited Mariner American Property Income Trust   29
                                                    3.5.2 Intel Campus, Parsippany, New Jersey
                                                    Property Description
                                                    The Intel Campus is located at 1515 Route 10 in Parsippany, New Jersey,
                                                    and comprises a three-storey, 220,262 square foot main office building
                                                    completed in 1984 and a newer 68,480 square foot office annex completed
                                                    in 1999. The buildings are linked by an enclosed pedestrian bridge and
                                                    share a common surface parking lot which contains 1,109 car spaces.
                                                    Location and Market Overview
                                                    The Intel Campus is located in Northern New Jersey’s Morris County,
                                                    approximately 30 miles from midtown Manhattan.
                                                    The property is located in the heart of the Parsippany office submarket,
                                                    about two miles from the town centre of Morristown. The area is part of
                                                    the New York Tri-State market and is a recognised regional property market
                                                    containing about 11 million square feet of office space. It is near the regional
                                                    crossroads of Interstates 80 and 287 which connects prestigious executive
                                                    communities nearby with the dense labour pool in the inner suburbs of
                                                    New York to the east and the rapidly growing commuter corridor to the
                                                    west on Interstate 80.
                                                    Tenant Profile
                                                    The Intel Campus is 100% leased to Intel Europe until 31 December 2015.
                                                    Under the terms of the lease, Intel Europe is obliged to pay all capital
                                                    expenditures and operating expenses, including property taxes, operating
                                                    costs, and all charges, fees, utilities, insurance and other expenses associated
                                                    with ownership of the property. The lease also requires Intel Europe to
                                                    continue rent payments through to the expiration of the lease, even in the
                                                    event of a fire or other casualty that precludes their use of the building.
                                                    There will be no rent increases during the balance of the term of the lease.
                                                    The lease obligations of Intel Europe are guaranteed by Intel Corporation, a
                                                    listed US corporation which is the world’s largest chip maker and a leading
                                                    manufacturer of computer networking and communications products.
                                                    Intel Corporation was founded in 1968 to build semiconductor memory
                                                    products, and introduced the world’s first microprocessor in 1971.
                                                    Today, Intel supplies the computing and communications industries
                                                    with chips, boards, systems, and software building blocks that are the
                                                    ‘ingredients’ of computers, servers and networking and communications
                                                    products. Intel is rated “A+ Stable” by Standard and Poor’s.1




     1 A rating is a statement of opinion and not a recommendation to buy, hold or sell a security. Ratings may change at any time.

30   Mariner Securities Limited Mariner American Property Income Trust
3.5.2 Intel Campus (Cont’d)

 PROPERTY STATISTICS

 Property type                                                            Commercial Office
 Area NLA (sq ft)                                                               288,742
 Occupancy                                                                       100%
 Current rent per sq ft                                                       US$15 p.a.
 Weighted average lease term (by income)                              December 2015 – 10 years
 Date built                                                       Main Building: 1984, Annex: 1999




 ACQUISITION SUMMARY

 Ownership interest                                                              100%
 Purchase price                                                             US$61.5 million
 Valuation                                                                  US$64.5 million
 Initial yield                                                                   7.04%




 TENANT PROFILE

 Tenant                                Square feet     % by area           Lease maturity        Years remaining
 Intel Europe Inc, guaranteed by
 Intel Corporation                         288,742       100%              December 2015                 10




                                                     Mariner Securities Limited Mariner American Property Income Trust   31
     3.6 NEW PROPERTIES                           3.6.1 RSA Security Campus, Bedford, Massachusetts
                                                  Property Description
                                                  The RSA Security Campus is the corporate headquarters of RSA Security Inc.
                                                  The property comprises two interconnected office buildings located at
                                                  174 and 176 Middlesex Turnpike, Bedford, Middlesex County, Massachusetts.
                                                  174 Middlesex Turnpike is a four storey building of 188,220 square and 176
                                                  is a three storey building of 140,012 square feet. Both buildings were
                                                  completed in 2001 and are considered to be high quality, Class A office
                                                  buildings. The 54.5 acre site also includes 1,042 car parking spaces.
                                                  Location and Market Overview
                                                  The RSA Security Campus is located in Bedford off Exit 26 of Route 3,
                                                  the major north/south highway which connects Bedford to Interstate 95/
                                                  Route 128 to the south. The property is located approximately 20 miles
                                                  northwest of downtown Boston within the Burlington/Bedford office
                                                  submarket which includes over 16 million square feet of office and research
                                                  and development space. There is also easily accessible public transport
                                                  nearby via bus and rail to downtown Boston. The Boston area has a diverse
                                                  economic base anchored in financial services (particularly the mutual fund
                                                  industry), computer software, telecommunications, biotechnology and
                                                  medical instruments.
                                                  Tenant Profile
                                                  Both buildings are leased to RSA Security Inc. until December 2016. RSA
                                                  Security Inc is listed on the Nasdaq. It is a public company with a 20-year
                                                  history and is an expert in protecting on-line identities and digital assets and is
                                                  a leader in authentication and encryption technology. RSA Security Inc. has a
                                                  global presence with representation in nearly 50 countries and major offices in
                                                  the US, Ireland, United Kingdom and Japan. It has a client base of over 18,000
                                                  organisations spanning a wide range of industries and including more than half
                                                  of the Fortune 100 companies. Additionally, more than 1,000 companies embed
                                                  RSA software in different applications resulting in a combined distribution of
                                                  more than 1 billion copies. RSA Security Inc. does not have a credit rating
                                                  because it has no debt on its balance sheet, however, the Responsible Entity
                                                  considers that it is a good quality creditworthy tenant. The lease provides for a
                                                  15.29% rent increase in 2007 and a 17.67% rent increase in 2011.




32   Mariner Securities Limited Mariner American Property Income Trust
3.6.1 RSA Security Campus (Cont’d)
 PROPERTY STATISTICS

 Property type                                                            Commercial Office
 Area NLA (sq ft)                                                               328,232
 Occupancy                                                                       100%
 Current rent per sq ft                                                      US$19.63 p.a.
 Weighted average lease term (by income)                              December 2016 – 11 years
 Date built                                                                       2001




 ACQUISITION SUMMARY

Ownership interest                                                               100%
Purchase price                                                               US$95 million
Valuation                                                                   US$96.7 million
Initial yield                                                                    6.75%




 TENANT PROFILE

Tenant                                 Square feet     % by area           Lease maturity        Years remaining
RSA Security Inc.                          328,232       100%              December 2016                 11




                                                     Mariner Securities Limited Mariner American Property Income Trust   33
                                                    3.6.2 FedEx Terminal, Montgomery, New York
                                                    Property Description
                                                    The FedEx Terminal is located at 131 Neelytown Road, Montgomery,
                                                    Orange County, in New York State. The property is a 68,112 square foot truck
                                                    terminal with an auxiliary utility building, guard house and maintenance shop
                                                    completed in 2002. The terminal is being expanded by 45,152 square feet and
                                                    this construction work is due to be completed in April 2006 at which time the
                                                    final instalment of the purchase price will become payable (see section 9.1.12
                                                    for a description of the Sale and Purchase Agreement, section 4.3.5 for a
                                                    description of the Trust’s property development policy and section 7.14 on risks).
                                                    Further improvements include 24-hour camera surveillance, asphalt paving
                                                    and a snow melt system in portions of the driveways. The site area of the
                                                    property is 42.75 acres.
                                                    Location and Market Overview
                                                    Orange County is located within the Newburgh Metropolitan Statistical Area
                                                    (MSA). The overall Newburgh area is attractive for industrial investment due
                                                    to the good property maintenance exhibited in many developments, good
                                                    population/employment growth and overall good access.
                                                    Orange County is considered to be an above average trucking market, as
                                                    it is strategically located in an area in which there are two Interstate Highways,
                                                    the IH-84 and IH-87, and it is in close proximity to both New York City and
                                                    Albany. In addition, State Route 17, which is located less than 10 miles from
                                                    the property is in the primary stages of conversion to an Interstate Highway.
                                                    Tenant Profile
                                                    The property is 100% leased to a single tenant, Federal Express Freight East Inc
                                                    (FedEx Freight). FedEx Freight is the leading US provider of next-day and second-
                                                    day regional, less-than-truckload (LTL) freight services. Through a comprehensive
                                                    network of service centres and information systems, FedEx Freight provides
                                                    freight services to virtually all of the US and internationally.
                                                    FedEx Freight has a 15 year lease expiring in July 2018 which is guaranteed
                                                    by FedEx Corporation (Standard and Poor’s credit rating BBB1). The existing
                                                    lease provides a base rent of US$1,401,600 p.a. for the 68,112 square foot
                                                    facility. Upon completion of the extension described above, the lettable area
                                                    will increase to 113,264 square feet and the rent will increase to US$1,860,324
                                                    p.a., with no further rent increases during the balance of the term of the lease.




     1 A rating is a statement of opinion and not a recommendation to buy, hold or sell a security. Ratings may change at any time.

34   Mariner Securities Limited Mariner American Property Income Trust
3.6.2 FedEx Terminal (Cont’d)

 PROPERTY STATISTICS

 Property type                                                         Industrial Distribution Centre/
                                                                             Trucking Terminal
 Area NLA (sq ft)                                                          68,112 (current building)
                                                                          113,264 (with Expansion)
 Occupancy                                                                          100%
 Current rent per sq ft                                                  US$20.58 p.a. (currently)
                                                                      US$16.42 p.a. (when completed)
 Weighted average lease term (by income)                                   July 2018 – 12.5 years
 Date built                                                  2003, the expansion is scheduled for completion
                                                                              in April 2006.



 ACQUISITION SUMMARY

Ownership interest                                                                  100%
Purchase price                                                                 US$25.5 million
Valuation                                                           US$25.7 million (total as completed)
Initial yield                                                                       7.30%



 TENANT PROFILE

Tenant                                 Square feet        % by area           Lease maturity        Years remaining
FedEx Freight East Inc,                   113,264
guaranteed by FedEx Corporation      (with Expansion)       100%                 July 2018                 12.5




                                                        Mariner Securities Limited Mariner American Property Income Trust   35
      4. Overview of the Trust and the
         Responsible Entity
     4.1 THE TRUST’S STRUCTURE                       The Trust owns a 100% interest in the voting shares in Mariner American
                                                     Property Income REIT Limited (US REIT)1, which is a US foreign controlled
                                                     corporation incorporated in the State of Maryland.
                                                     The US REIT in turn owns 100% of the equity of four special purpose US
                                                     limited liability companies (LLCs):
                                                     ■   Mariner Derry Meadows, LLC;
                                                     ■   Mariner Parsippany 1515, LLC;
                                                     ■   Mariner Montgomery Terminal, LLC;
                                                     ■   Mariner Bedford Wood Management, LLC.
                                                     The Trust’s property investments are owned through these LLCs and
                                                     currently comprise:
                                                     ■   Mariner Derry Meadows, LLC which owns Derry Meadows;
                                                     ■   Mariner Parsippany 1515, LLC which owns the Intel Campus;
                                                     ■   Mariner Montgomery Terminal, LLC which owns the FedEx Terminal;
                                                     ■   Mariner Bedford Wood Management, LLC which owns 99.99% of Mariner
                                                         Bedford Wood, LLC, which in turn owns the RSA Security Campus.
                                                         The remaining 0.01% of Mariner Bedford Wood, LLC is owned by
                                                         Centermark Properties.


                                                                 UNITHOLDERS



          Mariner Securities Ltd                                   Trust
           Responsible Entity                      Mariner American Property Income Trust                                  Australia




           Mariner Financial Inc.                                US REIT
                Manager                          Mariner American Property Income REIT Ltd                                    US




                                                                                Mariner Bedford Wood,
                                                                                 Management, LLC


        Mariner Derry Meadows,                Mariner Parsippany,               Mariner Bedford Wood,                Mariner Montgomery
                 LLC                              1515, LLC                              LLC                            Terminal, LLC


       Derry Meadows Shoppes                      Intel Campus                  RSA Security Campus                     FedEx Terminal
           New Hampshire                           New Jersey                      Massachusetts                        New York State


                            INITIAL PORTFOLIO                                                       NEW PROPERTIES

     1 The Trust owns 100% of Class A Common Stock, the voting shares in the US REIT. The US REIT has issued Class A non-voting
       Preferred Stock (Preferred Stock) to 125 external shareholders in order to satisfy certain requirements necessary to qualify as a REIT
       under the US Internal Revenue Code. The Preferred Stock is non-voting and only entitles the share holders to receive US$1,000 on
       redemption and a fixed return until redemption (see section 9.1.2).

36   Mariner Securities Limited Mariner American Property Income Trust
4.2 THE TRUST’S INVESTMENT   The Trust’s objective is to provide Unitholders with reliable, tax-deferred
    STRATEGY                 income and the potential for long-term capital growth. The Responsible
                             Entity’s strategy to meet this objective is:
                             ■   actively managing the Trust’s underlying property investments with the
                                 aim of producing reliable income and long-term capital value;
                             ■   acquiring additional property investments for the Trust when suitable
                                 opportunities arise;
                             ■   selling the Trust’s indirect property investments if this is considered to be
                                 in the interest of Unitholders. The Responsible Entity expects to hold the
                                 Trust’s indirect property investments for the long term and do not intend
                                 to actively trade these underlying property investments;
                             ■   borrowing against the property investments to enhance returns;
                             ■   implementing interest rate and currency hedging policies designed to
                                 provide some protection against the adverse impact of movements in
                                 interest rates and currency exchange rates.

                             4.2.1 Property Acquisitions
                             The Trust’s Initial Portfolio comprised Derry Meadows, a multi-tenanted
                             retail centre located in the greater Boston region, and the Intel Campus,
                             an office complex in Parsippany, New Jersey, which is a suburban office
                             market in the New York region (see section 3.5). The New Properties
                             comprise the RSA Security Campus in Bedford, Middlesex County,
                             Massachusetts located approximately 20 miles northwest of Boston and
                             the FedEx Terminal in Montgomery, New York which is located approximately
                             75 miles north of Manhattan (see section 3.6).
                             In the future, the Responsible Entity will seek to add to the Trust’s
                             underlying property investment portfolio to maintain or enhance risk
                             adjusted returns to Unitholders.
                             The key selection criteria for property acquisitions will be the potential to
                             produce long-term reliable income, add diversification and decrease other
                             investment risks within the Trust’s investment portfolio. The Responsible
                             Entity will consider the credit quality of tenants, the length and terms of the
                             property leases and the potential costs of any ongoing maintenance
                             or repairs or refurbishment.
                             To meet these criteria the Responsible Entity will focus on good quality
                             retail or office properties which are located in the major US property markets.
                             The Responsible Entity may also acquire industrial property on behalf of the
                             Trust provided that other investment criteria are met.
                             Any future property asset acquisitions may be funded by a combination of
                             equity and debt. It is likely that additional Units will be issued for this purpose
                             which may involve pro rata offerings or other forms of capital raising.




                                                   Mariner Securities Limited Mariner American Property Income Trust   37
     4.3 KEY POLICIES                             4.3.1 Borrowing Policy
                                                  The Trust’s borrowings are generally denominated in US dollars, and
                                                  are made by controlled entities of the US REIT in which the Trust invests.
                                                  The Responsible Entity’s policy is that the effective long-term borrowings
                                                  of the US REIT in which the Trust invests will usually be in the range of
                                                  55% to 75% and will generally be approximately 65% of the consolidated
                                                  gross assets of the Trust. This may be exceeded for limited periods to
                                                  finance new acquisitions. On completion of the Offer, the Trust’s gearing
                                                  will be 62.88% of its gross assets.

                                                  4.3.2 Interest Rate Policy
                                                  The US REIT in which the Trust invests intends to maintain effective medium
                                                  to long-term fixed interest rates for a substantial portion of its borrowings.
                                                  Currently, approximately 97% of the borrowings of the US REIT in which the
                                                  Trust invests are fixed rate debt or have been fixed using interest rate swaps.

                                                  4.3.3 Currency Hedging Policy
                                                  The Trust’s income is received in US dollars and then converted into Australian
                                                  dollars before distributions are paid. The value of the Australian dollar has
                                                  been subject to significant fluctuations against the US dollar in the past and
                                                  may be subject to significant fluctuations in the future. If the Australian dollar
                                                  appreciates against the US dollar, the value of the Trust’s US assets and its
                                                  US income when converted into Australian dollars will decrease. As such,
                                                  currency fluctuations could affect the return on your investment.
                                                  The currency hedging policy is to provide a degree of certainty for Unitholders,
                                                  so that any movements in the US/Australian dollar exchange rates do not have
                                                  a significant unexpected impact on the distributions in Australia within the next
                                                  five year period of the Trust.
                                                  The Responsible Entity has created currency hedges (using financial
                                                  instruments) to reduce the exposure of the Trust to movements in exchange
                                                  rates, both favourable and unfavourable. The currency hedges are fully
                                                  collateralised so that there are no margin calls that could affect the
                                                  distributions of the Trust.
                                                  The Responsible Entity has entered into currency hedges for approximately
                                                  93% of the estimated distributions for the Forecast Period. The unhedged
                                                  portion of the distributions for the first five years will be reviewed and may
                                                  be hedged on a rolling basis.
                                                  As this is an income orientated trust, it is not the Responsible Entity’s
                                                  main concern to hedge the capital invested in the US. In structuring the
                                                  income hedge the Responsible Entity has also partially hedged the Trust’s
                                                  capital exposure. This is a dynamic hedging position and the level of
                                                  hedging is directly related to market levels of the US dollar. The net effect
                                                  of the hedging arrangements is that the invested capital is not exposed to
                                                  movements in exchange rate within the collar structure. Outside the collar
                                                  structure the invested capital is exposed to both upside and downside
                                                  valuation risk resulting from changes in the exchange rate. The Trust has two
                                                  collar structures one at 0.6196 to 0.7960 associated with the Initial Portfolio,
                                                  and 0.6004 and 0.7505 for the New Properties. These collar strategies do
                                                  not require a premium to be paid by the Trust. The hedging position will be
                                                  monitored and reviewed periodically.



38   Mariner Securities Limited Mariner American Property Income Trust
                             4.3.4 Distribution Policy
                             The Income and Distribution Statement of Mariner American Property
                             Income Trust is prepared in accordance with AIFRS. In accordance with the
                             Constitution, the Responsible Entity determines the distributable income for
                             each distribution period by way of a standing determination of principles, which,
                             in summary, are that distributions will be calculated using the reported Profit
                             and Loss (as each of those terms are defined by AIFRS) of the Trust adjusted to
                             reflect net assets and cash available to meet the distribution.

                             4.3.5 Property Development Policy
                             The Trust will not invest in properties for development purposes, but it may
                             acquire properties on a ‘turn key’ basis where the property will be leased
                             at the completion of the development. These are properties which are in
                             the course of being developed where payment of the whole or part of the
                             purchase price is conditional on delivery to the US REIT or its controlled
                             entities of a fully constructed building for the purpose of leasing and the
                             risk of completion remains with the developer.


4.4 THE RESPONSIBLE ENTITY   The Responsible Entity of the Trust is Mariner Securities Limited, a member
                             of the Mariner Financial group which was established in 2003. Mariner
                             Securities Limited is a subsidiary of Mariner Financial Limited which is listed
                             on the ASX (ASX: MFI) and had a market capitalisation of $84.7m as at
                             31 December 2005. Mariner Financial Limited develops and distributes
                             a range of structured investment products and services.
                             Mariner Securities Limited manages the Trust’s investments. The Responsible
                             Entity has its own property investment team that has a proven track record in
                             Australia – US cross-border property investment. As well as having Australian
                             based executives with expertise in structuring international property investments,
                             the Mariner Financial group has an office in Boston with a specialist property
                             team who source and manage US properties for the Trust and for a client base
                             of US institutions.
                             As the responsible entity of the Trust, the Responsible Entity must act in
                             the best interests of the Unitholders and manage the Trust in accordance
                             with the general law and the rules that are set out in the Trust’s Constitution,
                             the Corporations Act and associated regulations.

                             4.4.1 Directors of the Responsible Entity
                             The directors and key executives of Mariner Securities Limited have broad
                             experience in property and funds management, including experience gained
                             from the establishment and management of listed and unlisted property funds.
                             Bill Ireland, Managing Director
                             Bill Ireland has a background in the stockbroking industry, working with various
                             Australian broking houses during the 1970s, before moving into the property
                             industry. In 1986 he established Challenger International Limited (now known
                             as Challenger Financial Services Group Limited) and, as Managing Director and
                             principal shareholder, he was instrumental in developing the foundations of the
                             Challenger Group, which listed on the ASX in October 1987.
                             Bill was responsible for developing Challenger into a diversified international
                             financial services company. He stepped down as Managing Director of Challenger
                             in April 2003 and established the Mariner Financial group in May 2003.


                                                  Mariner Securities Limited Mariner American Property Income Trust   39
                                                  Ian Ingram, Executive Chairman
                                                  Ian Ingram is the founding Executive Chairman of Mariner Financial Limited,
                                                  its subsidiary Mariner Retirement Solutions Limited and its associated company,
                                                  Beyond International Limited. He is also a non-executive director of Mariner
                                                  Wealth Management Limited and Scopenergy Limited.
                                                  Ian was formerly a Vice President of Morgan Guaranty Trust Company
                                                  of New York (Morgan) working in Morgan’s London, New York and Sydney
                                                  offices before becoming an Executive Director of J P Morgan Australia
                                                  Limited. He spent about nine years with Morgan before resigning in 1986
                                                  to form Australian Assets Corporation Limited (the former name of Mariner
                                                  Financial Limited).
                                                  Irene Lee, Non-executive Director
                                                  Irene Lee is a Director of Mariner Financial Limited, ING Bank (Australia)
                                                  Limited, QBE Insurance Group Limited, TEN Network Holdings Limited
                                                  and Record Investments Limited. She is also a Trustee of the Art Gallery
                                                  of NSW and a member of the Takeovers Panel. Irene has held senior
                                                  positions in Sydney, London and New York.
                                                  Anthony Lee, Non-executive Director
                                                  Anthony Lee is a Director of Mariner Financial Limited, Beyond International
                                                  Limited and Aberon Pty Limited, a private investment company. He is also
                                                  a Director of the Cranbrook Foundation Limited. Before moving to Sydney
                                                  from Hong Kong in 1987, Anthony was a corporate finance executive with
                                                  a leading British merchant bank.

                                                  4.4.2 Corporate Governance
                                                  4.4.2.1 Role of the Board
                                                  The Board of Directors of Mariner Securities Limited is responsible for the
                                                  overall management of the Trust including the determination of its strategic
                                                  direction with the aim of increasing Unitholder wealth through the performance
                                                  of the Trust.
                                                  In accordance with the Corporations Act, the duties of directors to
                                                  Unitholders take priority over the duties which the directors owe to Mariner
                                                  Securities Limited. Of the four directors, two, Irene Lee and Anthony Lee, are
                                                  external directors for the purpose of the Corporations Act and independent
                                                  directors for the purpose of the ASX Corporate Governance Council’s
                                                  recommendations. The role of the Board includes:
                                                  ■   providing strategic direction and deciding upon the Trust’s business
                                                      strategies and objectives;
                                                  ■   adopting annual budgets and monitoring management and financial
                                                      position and performance;
                                                  ■   taking steps to ensure that the Trust’s financial and other reporting
                                                      mechanisms result in adequate, accurate and timely information being
                                                      provided to the Board;
                                                  ■   identifying significant business risks and ensuring that systems exist
                                                      to manage those risks;




40   Mariner Securities Limited Mariner American Property Income Trust
■   taking steps to ensure that Unitholders and the market are informed of all
    material developments;
■   monitoring the performance of key executives including the US
    management team and the adequacy of the reports prepared by them; and
■   monitoring the compliance plan (see section 9.1.1.15).
4.4.2.2 Compliance Committee
Mariner Securities Limited has established a Compliance Committee for
the Trust comprising three members, two of whom are external to Mariner
Securities Limited.
The role of the Compliance Committee is to monitor and report to the
Board on the compliance plan. The compliance plan addresses the Trust’s
compliance with its Constitution and the Corporations Act and includes
structural, organisational and maintenance elements.
4.4.2.3 Continuous Disclosure
As a disclosing entity the Trust will be subject to regular reporting and
disclosure obligations under the ASX Listing Rules and the Corporations Act.
Mariner Securities Limited applies the systems and procedures established
by Mariner Financial Limited to ensure that timely disclosure is made to
the ASX to support an informed market. This information includes material
information concerning the Trust, its financial position, performance,
ownership and governance.
The Trust will provide periodic reports to Unitholders and place
announcements on Mariner Financial’s website.

4.4.3 Mariner Securities Limited’s Investment Team
Robert Molinari
Robert Molinari is General Counsel, Mariner Financial Limited and has
extensive experience in advising listed public companies, investment banks,
fund managers and life companies and in structuring property transactions
both in Australia and overseas.
Prior to joining the Mariner Financial group in September 2003, he was the
General Counsel of Challenger International Limited, where he provided advice
on the legal aspects of the entire range of Challenger products, including
property trusts, share funds, superannuation funds, annuities and derivatives.
Prior to Challenger, Robert practised as a solicitor with leading law firms and
as a barrister at the New South Wales Bar.
George Lucas
George Lucas joined the Mariner Financial group in March 2004 and has
assisted in the development and structuring of property and infrastructure
trusts. He has over 20 years experience in the investment banking industry
and has also owned and managed a financial consulting business.
George previously headed the London equity derivative trading and
structuring departments for First Chicago and was head trader in the same
area at Citibank. He has extensive experience in developing and structuring
new financial products and a wealth of knowledge in the application of the
ever-increasing menu of financial instruments. Recently George has
consulted to hedge fund managers both in Australia and internationally.
He has also written books and tertiary courses on the use of derivatives.




                      Mariner Securities Limited Mariner American Property Income Trust   41
                                                  Chris Johnston
                                                  Chris Johnston joined the Mariner Financial group in October 2003 and has
                                                  assisted in the development and structuring of property and infrastructure
                                                  trusts. Previously, Chris worked for Challenger International as an equity
                                                  derivatives analyst before moving into the Treasury department where he
                                                  managed the market making for Challenger’s Endowment Warrant products
                                                  as well as assisting in the management and monitoring of Challenger’s swap
                                                  portfolio, cash management trust and other hedging strategies employed
                                                  by the group. Chris has taught financial modelling to postgraduate students
                                                  and finance industry professionals at UTS as part of the Financial Analysis
                                                  Certificate and the Financial Analysis Systems courses. Chris is a member
                                                  of the Global Association of Risk Professionals.

                                                  4.4.4 The Property Investment Team
                                                  Andrew Saunders
                                                  Andrew Saunders joined the Mariner Financial group in October 2003.
                                                  He has experience in the property investment, funds management and
                                                  structured finance areas. Prior to joining Mariner, he worked for leading
                                                  international financial services, investment banking and property companies,
                                                  including Macquarie Bank and Knight Frank. His experience includes time
                                                  spent working in London, Singapore and New York.
                                                  Andrew was instrumental in the negotiation and acquisition of property
                                                  assets located in: England, the US, Singapore, Japan, Korea, Hong Kong and
                                                  Australia. He has worked on the formation of both listed and unlisted property
                                                  trusts, and the establishment of a funds management business, as well as the
                                                  initiation and execution of a number of high profile transactions, including the
                                                  highly successful Park Hyatt, Sydney offer and recently, the innovative Sydney
                                                  Opera House Car Park and the MSS Moore Park Group, which owns the former
                                                  ACI glass factory in Waterloo, Sydney and operates a self storage facility.
                                                  Andrew also has experience in the structuring of domestic and international
                                                  investments, including tax management, debt arrangement and capital raisings.
                                                  Jeffrey Miller
                                                  Jeff Miller lends his considerable experience in US property research,
                                                  acquisitions, investment strategy and finance structuring as head of
                                                  the Mariner Financial group US office based in Boston, Massachusetts.
                                                  Jeff was Acquisitions Director of CB Richard Ellis Investors, an institutional
                                                  investment adviser, and then Director US Property Operations of Challenger
                                                  Financial Services Group, before establishing the Mariner Financial group’s
                                                  US operation in December 2004.
                                                  Notable achievements in Jeff’s career include closing the acquisition of
                                                  50 Milk Street, Boston for US$109.3 million in 2002 and the Invesco Funds
                                                  Corporate Campus in Denver Tech Center for US$57.8 million in 2003. Jeff’s
                                                  services are provided to the US Manager by Barrington Capital Partners, LLC.




42   Mariner Securities Limited Mariner American Property Income Trust
James Patterson
Jim Patterson brings 35 years of expertise in property asset management,
acquisitions and financial services to Mariner Financial Inc. and assumes
CFO responsibilities for that company.
Before joining Mariner Financial Inc., Jim was responsible for the asset
and portfolio management of Challenger Financial Services Group’s
US$250 million commercial property portfolio. Jim has held many senior
management appointments during his long and distinguished career,
including Executive Vice President and Chief Investment Officer and Board
Member at John Hancock Properties, Managing Director and Head of Boston
Office of CB Richard Ellis Investors and Managing Director, Board Member
of Sun Capital Advisors, a subsidiary of Sun Life of Canada. Jim’s services
are provided to the US Manager by Barrington Capital Partners, LLC.
Kirby Parsonage
Kirby Parsonage has extensive knowledge of property investment and
funds management in both Australia and the United Kingdom. Prior to
joining Mariner, Kirby worked for Challenger Financial Services Group
where he was involved in acquiring, financing, asset managing and divesting
Challenger’s $750 million UK property portfolio. In addition, he has managed
a range of property syndicates across a variety of asset classes that has
included properties in the office, bulky goods, car parks, self storage
facilities and tourism sectors.




                    Mariner Securities Limited Mariner American Property Income Trust   43
     5. Fees and Other Costs
     5.1 FEE TABLE                                      This section shows fees and other costs that you may be charged. These
                                                        fees and costs may be deducted from your money, from the returns on your
                                                        investment or from the Trust’s assets as a whole.
                                                        Taxes are set out in another section of this document.
                                                        You should read all the information about fees and costs because it is
                                                        important to understand their impact on your investment.


      TYPE OF FEE OR COST                                AMOUNT1                                           HOW AND WHEN PAID

      Fees when your money moves in or out of the Trust

      Establishment fee                                  Nil                                               N/A
      – The fee to open your investment.

      Property due diligence fee                         0.275% of the purchase price of                   Payable from the Trust’s assets
                                                         the New Properties.                               within 30 days of the settlement
                                                                                                           of the purchase of the property.

      Property acquisition fee                           1.10% of the purchase price of                    Payable from the Trust’s assets
                                                         the New Properties.                               within 30 days of the settlement
                                                                                                           of the purchase of the property.

      Debt arrangement fee                               1.10% of the value of funding to                  This amount is payable out of the
                                                         be provided under loan facilities                 assets of the Trust at the time the
                                                         arranged by the Responsible                       facility is entered into.
                                                         Entity, to fund the acquisition
                                                         of the New Properties.

      Property sale fee                                  Up to 1.10% of the sale price                     Payable from the Trust’s assets
                                                         of a property asset provided                      within 30 days of the settlement
                                                         that the sale price exceeds the                   of the sale of the property asset.
                                                         purchase price.                                   No sale of a property asset has
                                                                                                           occurred as yet so to date this fee
                                                                                                           has not been charged.

      Hedging arrangement fee                            Up to 3.30% p.a. of the time                      Calculated as at the last day of
                                                         weighted average amount of assets                 each financial year and payable
                                                         hedged against movements in the                   from the Trust’s assets within
                                                         US/Australian dollar exchange rate.               30 days of that date.
                                                                                                           This fee has not been charged on
                                                                                                           the hedging arrangement which
                                                                                                           relates to the New Properties.




     1 All amounts are stated inclusive of GST but do not include any input tax credits or reduced input tax credits that may be available to the Trust.

44   Mariner Securities Limited Mariner American Property Income Trust
 TYPE OF FEE OR COST                                AMOUNT1                                           HOW AND WHEN PAID

 Lead Management fee                                1.925% of the amount raised under                 Payable by the Trust to the
                                                    the Offer.                                        Lead Manager on completion
                                                                                                      of the Offer.

 Underwriting fee2                                  2.50% of the amount raised under                  Payable by the Trust to the
                                                    the Offer.                                        Lead Manager on completion
                                                                                                      of the Offer.

 Contribution fee                                   Nil                                               N/A
 – The fee on each amount
   contributed to your investment
   – by you or your employer.

 Withdrawal fee                                     Nil                                               N/A
 – The fee on each amount you take
   out of your investment.

 Termination fee                                    Nil                                               N/A
 – The fee to close your investment.

 The fees and costs for managing                    Management Fee of 3.30% of                        The Management Fee is calculated
 your investment1                                   the gross income of the Trust                     on the last day of each calendar
                                                    (which equates to approximately                   quarter and is payable from the
                                                    0.13% p.a. of the gross asset                     Trust’s assets within 30 days.
                                                    value of the Trust).
                                                    Management and administrative                     Management and administrative
                                                    expenses of approximately 0.13% p.a.              expenses are payable as and when
                                                    of the gross asset value of the Trust.            they arise.

 Performance fee                                    N/A                                               Waived by the Responsible Entity for
                                                                                                      the life of the Trust.

 Services fees

 Investment switching fee                           Nil                                               N/A
 – The fee for changing
   investment options.




1 All amounts are stated inclusive of GST but do not include any input tax credits or reduced input tax credits that may be available to the Trust.
2 The fee includes an amount payable to an adviser (see section 5.2.4).

                                                                            Mariner Securities Limited Mariner American Property Income Trust         45
     5.2 ADDITIONAL EXPLANATION                   5.2.1 Maximum Fees
         OF FEES AND COSTS
                                                  Under the Constitution the Responsible Entity is entitled, subject to the
                                                  Corporations Act, to charge the following maximum fees (all fees are stated
                                                  inclusive of GST):
                                                  ■   A Property Due Diligence Fee of 0.275% of the purchase price of any
                                                      asset which comprises an interest in real property, whether the purchase
                                                      is made directly or through the US REIT or any of its controlled entities,
                                                      payable from the Trust’s assets within 30 days of the settlement of the
                                                      purchase of the asset.
                                                  ■   A Property Acquisition Fee of 5.50% of the purchase price of any asset
                                                      which comprises an interest in real property, whether the purchase is
                                                      made directly or through the US REIT or any of its controlled entities,
                                                      payable from the Trust’s assets within 30 days of the settlement of the
                                                      purchase of the asset.
                                                  ■   A Debt Arrangement Fee of 5.50% of the value of funding to be provided
                                                      under loan facilities arranged by the Responsible Entity, the US REIT, or
                                                      any controlled entity to fund the acquisition of direct or indirect interests
                                                      in real property assets for the Trust. This amount is payable out of the
                                                      assets of the Trust at the time the facility is entered into or, if the facility
                                                      is entered into prior to the establishment of the Trust, on the establishment
                                                      of the Trust.
                                                  ■   A Property Sale Fee of 1.10% of the sale price of an asset that comprises
                                                      an interest in real property, whether the interest has been held directly
                                                      or through a US REIT or any controlled entity, provided that the sale price
                                                      exceeds the purchase price, payable from the Trust’s assets within 30 days
                                                      of the settlement of the sale of the asset.
                                                  ■   A Hedging Arrangement Fee of 3.30% p.a. of the time weighted average
                                                      amount of assets hedged against movements in the US/Australian dollar
                                                      exchange rate, calculated as at the last day of each financial year and
                                                      payable from the Trust’s assets within 30 days of that date.
                                                  ■   Management Fee of 3.30% p.a. of the gross income of the Trust, calculated
                                                      as at the last day of each quarter and payable from the assets of the Trust
                                                      within 30 days of that date.
                                                  The Constitution also authorises the Responsible Entity to charge a
                                                  Performance Fee but the Responsible Entity is permanently waiving this
                                                  fee and so has not included a description of this fee here as it will not
                                                  apply to your investment.
                                                  These are the maximum fees that the Responsible Entity could charge.
                                                  The Responsible Entity may waive a fee altogether as it has with the
                                                  Performance Fee or accept lower fees than it is entitled to receive under
                                                  the Constitution, as it has with the Property Acquisition Fee and the Debt
                                                  Arrangement Fee, or defer payment for any period. Where payment is
                                                  deferred, the fee accrues daily until paid.




46   Mariner Securities Limited Mariner American Property Income Trust
                                               5.2.2 Changing Fees and Costs
                                               The fees shown in the table in section 5.1 are current at the preparation
                                               date of this PDS. The Responsible Entity does not currently charge a
                                               Property Sale Fee or Hedging Arrangement Fee but it reserves the right
                                               to charge any of these fees in the future. The Responsible Entity would give
                                               Unitholders at least 30 days written notice of any proposed change in fees
                                               it charges as Responsible Entity. Please note that the Performance Fee will
                                               not be charged or reintroduced as the Responsible Entity has waived the fee
                                               for the life of the Trust.
                                               New fees can be introduced if they are allowed by the Constitution.
                                               The Responsible Entity will give you 30 days written notice of any proposed
                                               change. The Responsible Entity cannot charge more than the Constitution
                                               allows (see the maximum fees set out in section 5.2.1 above). If the Responsible
                                               Entity wanted to raise fees above the amounts allowed for in the Constitution,
                                               it would need the approval by 75% of Unitholders’ votes cast at a meeting.
                                               It is possible that some components of the ongoing fees and expenses
                                               such as the administrative expenses1 that the Responsible Entity may recover
                                               from the Trust might increase or decrease depending on the actual expenses
                                               incurred in running the Trust. Further, abnormal costs may occur, such as
                                               costs of investor meetings, changes to the Trust Constitution, defending or
                                               pursuing legal proceedings. It is anticipated that these costs will be incurred
                                               fairly infrequently and will tend to be relatively insignificant over time.




1 These are costs and expenses incurred by the Responsible Entity in administering the Trust and include auditing and accounting fees,
  fees for legal advice, fees for taxation advice, fees paid to Government regulators, costs and expenses related to printing, mailing and
  postage, bank charges, custody, stationery, compliance, Government tax, duties and levies, and any other costs and expenses for which
  we have a right to be reimbursed from the Trust.

                                                                      Mariner Securities Limited Mariner American Property Income Trust      47
                                                  5.2.3 Worked Dollar Examples
                                                  During the Forecast Period, the Responsible Entity estimates that you will pay
                                                  the following fees for every $50,000 you have invested:


      YEAR ONE (PERIOD FROM 23 MARCH 2006 TO 30 JUNE 2006)

      Example (includes GST)                                                              Investment of $50,000.

      Property due diligence fee                   0.275% of the purchase price of the    For every $50,000 you put in you will
                                                   New Properties.                        be charged $179.48.

      Plus property acquisition fee                1.10% of the purchase price of the     For every $50,000 you put in you will
                                                   New Properties.                        be charged $717.91.

      Plus debt arrangement fee                    1.10% of the value of funding to       For every $50,000 you put in you will
                                                   be provided under loan facilities      be charged $517.37.
                                                   arranged by the Responsible
                                                   Entity, to fund the acquisition of
                                                   the New Properties.

      Plus lead management fee                     1.925% of the amount raised under      For every $50,000 you put in you will
                                                   the Offer.                             be charged $575.95.

      Plus underwriting fee                        2.50% of the amount raised under       For every $50,000 you put in you will
                                                   the Offer.                             be charged $747.99.

      Plus management costs                        0.26% p.a. of the gross asset value    And, for every $50,000 you invest in
                                                   of the Trust.                          the Trust you will be charged on the
                                                                                          balance remaining in the Trust after
                                                                                          deducting the above fees, $75.23
                                                                                          for the period from 23 March 2006
                                                                                          to 30 June 2006.

      Equals cost of Trust                                                                If you had an investment of $50,000
                                                                                          you would be charged fees of
                                                                                          $2,813.93.

      YEAR TWO (1 JULY 2006 TO 30 JUNE 2007)

      Example (includes GST)                                                              Balance of $50,000.

      Management costs                             0.26% p.a. of the gross asset value    For every $50,000 you have in the
                                                   of the Trust.                          Trust you will be charged $308.45
                                                                                          each year.

      Equals cost of Trust                                                                If you had an investment of $50,000
                                                                                          you would be charged fees of
                                                                                          $308.45.




48   Mariner Securities Limited Mariner American Property Income Trust
If you want to work out the impact that fees will have on your investment
returns, please speak with your financial adviser or visit <www.asic.gov.au>
where ASIC offers a free calculator to help investors compare the fees of
different products.

5.2.4 Adviser Remuneration
Adviser remuneration is paid by the Responsible Entity or the Lead Manager
from the Underwriting Fee paid to the Lead Manager (see section 5.1).
The Responsible Entity may pay additional commissions or provide other
financial assistance to financial services intermediaries which may be a
fixed-dollar amount or a percentage of funds invested. It is not possible
to provide an estimate of the amount of these payments. Financial advisers
are obliged to disclose commission arrangements to you in their financial
services guide (FSG). Your financial adviser may rebate some or all of their
commission to you (not including the GST component).




                    Mariner Securities Limited Mariner American Property Income Trust   49
     6. Financial Information
                                                  This section contains the financial forecasts for the Trust for the period
                                                  from 22 September 2005 to 30 June 2006 and the 12 months ending
                                                  30 June 2007 and the pro forma Balance Sheet at the Allotment Date
                                                  which is expected to be Thursday, 23 March 2006.
                                                  The following forecasts should be read in conjunction with the statement
                                                  of significant accounting policies outlined in section 6.5, the key forecast
                                                  assumptions set out in section 6.6, the sensitivity analysis in section 6.6.22
                                                  and the risk factors outlined in section 7. The Responsible Entity can give no
                                                  assurance that the financial forecasts will be achieved or that the Trust will be
                                                  able to make distributions during or after the Forecast Period at the distribution
                                                  levels forecast for the Forecast Period. The Responsible Entity has reviewed the
                                                  unaudited actual results of the Trust against the financial forecasts for the period
                                                  to 31 December 2005 and is not aware of any material variances.
                                                  The forecast Financial Information has been compiled to comply with
                                                  Australian equivalents to International Financial Reporting Standards.
                                                  The forecast Financial Information has been prepared on the basis that
                                                  the Offer is completed on and Units are issued by Thursday, 23 March 2006.
                                                  The tables below set out the sources and applications of funds
                                                  (denominated in US dollars and Australian dollars).

                                                    Sources of funds                                     (AU$’000s)1     (US$’000s)1
                                                    Proceeds from issue of Units                            74,500          55,242
                                                    Borrowings – long term                                  117,114         86,840
                                                    Total sources                                          191,614         142,082
                                                    Application of funds
                                                    Portfolio acquired                                     154,012         114,200
                                                    Final instalment of FedEx Terminal                       8,496            6,300
                                                    Portfolio acquisition costs                              4,425            3,281
                                                    Financing costs                                          5,650            4,190
                                                    Offer costs                                              4,074            3,021
                                                    Other applications – cash                                3,473            2,575
                                                    Hedge collateral                                        11,483            8,515
                                                    Total applications                                     191,614         142,082

                                                  Numbers may not add because of rounding.
                                                  Details of Application of Offer Proceeds
                                                    Sources of funds                                     (AU$’000s)1     (US$’000s)1
                                                    Proceeds from issue of Units                            74,500          55,242
                                                    Application of funds
                                                    Repayment of mezzanine finance                          61,219          45,394
                                                    Final instalment of FedEx Terminal
                                                    and hedge collateral2                                    5,734            4,252
                                                    Offer costs                                              4,074            3,021
                                                    Other applications - cash                                3,473            2,575
                                                    Total applications                                     74,500           55,242

                                                  Notes
                                                  1 Based on the actual average exchange rate of $1.00 = US$0.7415.
                                                  2 Net of borrowing costs and funding.

50   Mariner Securities Limited Mariner American Property Income Trust
6.2 FORECAST CONSOLIDATED
                                                                                      22 Sept ’05           1 Jul ’06 to
    INCOME STATEMENT AND                                                             to 30 Jun ’06          30 Jun ’07
    DISTRIBUTION STATEMENT                                                             US$’000s              US$’000s
                              Net property income                                         9,024                16,535
                              Net interest expense                                       (5,608)                (8,791)
                              Net property income after
                              interest expense                                              3,417                7,744
                              Less: acquisition costs written off                          (1,023)
                              Less: US REIT expenses                                         (504)              (1,073)
                              Less: amortisation of borrowing costs                          (608)              (1,062)
                              US REIT distributable income                                 1,280                5,609

                                                                                       AU$’000s              AU$’000s
                                                          1
                              Average exchange rate                                     0.6738                0.6738
                              Net distribution from US REIT                              1,900                 8,324
                              Interest income                                              842                 1,395
                              Total income                                               2,742                 9,719

                              Management expenses                                            (187)                (379)
                              Manager’s fee                                                  (228)                (389)
                              Net income before tax                                        2,327                 8,951
                              Deferred tax expense                                         (1,615)              (3,249)
                              Net income after tax2                                           712                5,702

                             Numbers may not add because of rounding.
                             Notes
                             1 See section 6.5.10.
                             2 The forecast Net income after tax does not include future valuations of properties
                               or movements in the market values of derivatives as required by the introduction
                               of AIFRS as the Responsible Entity does not believe there is any reasonable basis
                               to make forecasts in relation to future capitalisation rates, property yields or general
                               market conditions, all of which are outside its control.

                             6.2.1 Distribution Statement – Components of Expected
                                   Cash Distributions

                                                                                      22 Sept ’05           1 Jul ’06 to
                                                                                     to 30 Jun ’06          30 Jun ’07
                                                                                       AU$’000s              AU$’000s
                              Net income after tax                                           712                5,702
                              Amortised borrowing costs                                      903                 1,576
                              Deferred tax expense                                         1,615                 3,249
                                                                                                   1
                              Transfer from/to reserves                                    2,462                 1,2772
                              Total cash distribution                                      5,692               11,804

                             Numbers may not add because of rounding.
                             Notes
                             1 Other transfers are principally made up of straight lining of rental income of $2.53m,
                               the actual revaluation of investment property of $1.52m, proceeds from foreign exchange
                               hedging of $0.73m, excess swap proceeds of $3.79m and transfer to the capital account
                               of $1.00m.
                             2 Other transfers are principally made up of straight lining of rental income of $2.71m,
                               proceeds from foreign exchange hedging of $1.37m, excess swap proceeds of $2.06m
                               and the return of capital of $0.55m.
                                                     Mariner Securities Limited Mariner American Property Income Trust     51
     6.2.2 SUMMARY OF FORECAST
                                                                                           22 Sept ’05 to        23 Mar ’06          1 Jul ’06 to
           DISTRIBUTIONS1                                                                    30 Jun ’06         to 30 Jun ’06        30 Jun ’07
                                                                                           Existing Units         New Units
                                                        Units on issue                      50,000,000            76,804,124         126,804,124
                                                        Cash distributions
                                                        to investors2                         $3,521,143          $2,171,216         $11,804,156
                                                        Cash distributions
                                                        per Unit2                              $0.0704              $0.0283             $0.0931
                                                        Cash distribution
                                                        yield – annualised2,3                   9.43%                9.25%               9.60%
                                                        Tax-deferred component4                  100%                100%                100%


     6.3 PRO FORMA CONSOLIDATED
                                                                                                                  As at                As at
         BALANCE SHEET                                                                                         23 Mar ’06           23 Mar ’06
                                                                                                               AU$’000s             US$’000s
                                                        Current assets
                                                        Cash & cash equivalents                                    3,514                 2,575
                                                        Hedge collateral                                          23,468                17,195
                                                        Current assets                                            26,983               19,770
                                                        Non-current assets
                                                        Property investment                                     300,128               219,900
                                                        Debt establishment costs                                  7,314                 5,359
                                                        Non-current assets                                      307,442               225,259
                                                        Total assets                                            334,424               245,029
                                                        Current liabilities
                                                        Swap payable1                                              3,931                 2,880
                                                        Non-current liabilities
                                                        Borrowings                                               214,744              157,340
                                                        Deferred tax liability                                     1,615                1,183
                                                        Total liabilities                                       220,289               161,403
                                                        Net assets                                               114,135               83,626
                                                        Equity
                                                        Contributed equity                                       124,500               91,220
                                                        Offer costs                                                (7,353)              (5,387)
                                                        Reserves                                                   (3,011)              (2,206)
                                                        Total Unitholders’ equity                                114,135               83,626
                                                        Number of Units on issue                                 126,804
                                                        Net tangible assets per Unit2                            $0.9128
                                                        Gearing3                                                 62.88%

                                                      Numbers may not add because of rounding.
                                                      Based on an exchange rate of $1.00 = US$0.7327 (see section 6.5.10)
     (Footnotes to 6.2.2)
     1 Forecast distributions are uncertain and reliant on assumptions. Investors should carefully consider the ‘Risks’ of investing in the Trust set
        out in section 7 and the ‘Key Forecast Assumptions’ set out in section 6.6 that underpin these forecast returns. Distributions are quoted
        after deducting all ongoing fees and assume no change to the value of the Trust’s assets.
     2 Based on a Public Offer Price of $0.97 per Unit.
     3 Cash distributions include both capital and income.
     4 The tax-deferred effect of the distributions, its impact on the cost base of the Portfolio and potential capital gains, and the potential
        impact of foreign currency movements are explained in sections 7.12 and 8.6.
52   Mariner Securities Limited Mariner American Property Income Trust
6.3 PRO FORMA CONSOLIDATED     (Notes to 6.3)
    BALANCE SHEET (Cont’d)     1 Hedge swap income has been received in the period to 23 March 2006 but the offsetting
                                  hedge swap expense occurs in the period ending 30 June 2006 creating a timing
                                  difference as at 23 March 2006.
                               2 Net tangible assets per Unit being the net assets adjusted for deferred tax liability divided
                                  by the number of Units. Debt establishment costs have been included in the calculation
                                 of the net tangible assets.
                               3 Calculated as interest bearing debt less cash divided by total assets less cash.


6.4 PRO FORMA TRANSACTIONS     The purchase of the FedEx Terminal was completed on 16 November 2005.
    ADOPTED IN PREPARING       The first instalment of US$19.2 million has been paid and the final instalment
    PRO FORMA BALANCE SHEET    of US$6.3 million is payable on completion of the Expansion which is
                               anticipated to be in April 2006. The Pro forma Consolidated Balance Sheet
                               assumes that the final instalment has been paid and the total valuation of
                               the FedEx Terminal has been recognised.



6.5 STATEMENT OF SIGNIFICANT   The key accounting policies which have been adopted in the preparation of the
    ACCOUNTING POLICIES        Financial Information are outlined below to assist in its general understanding.

                               6.5.1 Basis of Preparation
                               The forecast Consolidated Income Statement and Distribution Statement and
                               Pro Forma Consolidated Balance Sheet (Financial Information) have been
                               prepared on a going concern basis adopting the accruals and historical cost
                               basis of accounting (except for property investments which are at fair value)
                               and in accordance with the requirements of the Constitution, the recognition
                               and measurement principles of applicable Australian Accounting Standards
                               being Australian equivalents to International Financial Reporting Standards
                               (AIFRS) issued by the Australian Accounting Standards Board, Urgent Issues
                               Group Interpretations and the Corporations Act.

                               6.5.2 Principles of Consolidation
                               The forecast Financial Information of the Trust incorporates all the assets
                               and liabilities of the controlled entities (Mariner American Property Income
                               REIT Limited, Mariner Derry Meadows, LLC and Mariner Parsippany 1515,
                               LLC, Mariner Bedford Wood, LLC and Mariner Montgomery Terminal, LLC)
                               and their results for the Forecast Period. The effects of all transactions
                               between entities in the consolidated entity are eliminated in full.

                               6.5.3 Property Investments
                               The properties have been initially brought to account at cost including
                               property acquisition costs and have subsequently been revalued, at fair value.
                               Land and buildings have the function of a single investment and are regarded
                               as a composite asset. The applicable accounting standards do not require
                               that investment properties be depreciated. Accordingly, the buildings and
                               any component thereof, including plant and equipment, are not depreciated.
                               The Portfolio will be externally valued on a three year cycle or more frequently
                               as appropriate. In valuing the Portfolio, independent valuations may be sought.
                               Changes in the fair values of investment properties will be adjusted through
                               the Income Statement and Distribution Statement.




                                                       Mariner Securities Limited Mariner American Property Income Trust         53
                                                  6.5.4 Offer Costs
                                                  Costs arising on the issue of equity are recognised directly in equity as a
                                                  reduction of the proceeds of equity instruments to which the costs relate.

                                                  6.5.5 Revenue
                                                  Lease income revenue from leases is recognised in income on a straight
                                                  line basis over the lease term. Other revenue is brought to account on an
                                                  accruals basis.

                                                  6.5.6 Expenditure
                                                  Expenditure is brought to account on an accruals basis.

                                                  6.5.7 Income Tax
                                                  Under current Australian income tax legislation, the Trust is not liable for
                                                  income tax as Unitholders are presently entitled to all of the Trust’s income
                                                  each year. The US REIT will elect to be taxed as a REIT under US Federal
                                                  income tax law and, on this basis, will generally not be subject to US
                                                  Federal income taxes on that portion of its taxable income or capital gains
                                                  which are distributed to their shareholders. Under the current US / Australia
                                                  Double Tax Treaty, the rate of withholding tax on ordinary dividends paid by
                                                  the US REIT to the Trust is generally reduced from 30% to 15%, provided
                                                  certain requirements are satisfied.
                                                  However, if a Unitholder owns 5% or more of the beneficial interest in the
                                                  Trust, then the Unitholder will be deemed to hold a corresponding portion
                                                  of the Trust’s interest in the US REIT and will be deemed to be beneficially
                                                  entitled to the US REIT dividends paid on such interest. The US REIT
                                                  dividend paid in respect of such a Unitholder will only be subject to the
                                                  reduced 15% unitholding tax rate if certain requirements are satisfied.

                                                  6.5.8 Deferred Tax
                                                  Under AIFRS, a deferred tax liability is recognised along with a corresponding
                                                  tax expense. These arise from the temporary differences between the carrying
                                                  values of assets in the Balance Sheet and their associated tax cost bases,
                                                  principally due to property revaluations and tax depreciation. Whilst accounting
                                                  for the deferred taxation due to tax depreciation gives rise to a taxation expense
                                                  in the consolidated Income Statement and Distribution Statement, it will not
                                                  impact on the cash flows from operations and hence the cash distributions
                                                  paid to Unitholders during the Forecast Period. The deferred tax liability is
                                                  restricted to the excess of tax depreciation over tax losses.

                                                  6.5.9 Foreign Currency Transactions
                                                  Foreign currency transactions are initially translated into Australian currency,
                                                  being the functional and presentation currency of the Trust at a rate of
                                                  exchange at the date of the transactions or at hedge rates where applicable.
                                                  At balance date, amounts payable and receivable in foreign currencies are
                                                  translated to Australian currency at rates of exchange current at that date
                                                  or at hedge rates where applicable. Resulting exchange differences are
                                                  brought to account in determining the net profit for the financial year.




54   Mariner Securities Limited Mariner American Property Income Trust
                                               6.5.10 Foreign Controlled Entities
                                               The assets and liabilities of foreign controlled entities are translated into Australian
                                               currency at rates of exchange current at balance date, while their income and
                                               expenditure are translated at the average of rates ruling during the financial year or
                                               at hedge rates where applicable. Exchange differences arising on translation are
                                               taken to the foreign currency translation reserve (see also section 6.6.11).

                                               6.5.11 Derivatives
                                               The Trust is exposed to changes in interest rates and foreign currency rates.
                                               The Trust will enter into predominantly fixed rate funding to mitigate exposure
                                               to increasing interest rates (see section 4.3.2). If the loan is originated from
                                               a US counterparty, there will be no interest rate hedge and the loan will be
                                               provided as fixed rate funding. If the loan is from an Australian counterparty,
                                               then an interest rate hedge will be entered into. The Australian counterparty
                                               in respect of the RSA Security Campus and the FedEx Terminal is a major
                                               clearing bank with a long term S&P credit rating of at least AA-.
                                               The Trust has entered into foreign exchange contracts to hedge distributions
                                               and partially hedge capital against the risk of adverse movements in exchange
                                               rates (see section 4.3.3). The existing foreign exchange contracts do not require
                                               a premium to be paid by the Trust and are fully collateralised for the period
                                               of the contract. There will therefore be no margin calls from the counterparty
                                               banks to meet movements in foreign exchange. The counterparties for the
                                               foreign exchange banks are major Australian and US clearing banks with S&P
                                               long term credit ratings of AA- or better1.
                                               Certain derivative arrangements entered into by the Trust will not be deemed
                                               to be effective hedges for accounting purposes. Therefore the Income Statement
                                               and Distribution Statement will experience volatility due to the revaluation of
                                               derivatives. However, this will not affect the cash available to make distributions
                                               to Unitholders.


6.6 KEY FORECAST ASSUMPTIONS                   The material best estimate assumptions that the Responsible Entity has made
                                               to prepare the financial forecasts are set out below. While the Responsible
                                               Entity considers these assumptions to be appropriate and reasonable at the
                                               time of preparation of this PDS, investors should appreciate that many factors
                                               which may affect results are outside the control of the Responsible Entity and
                                               its Directors or may not be capable of being foreseen or accurately predicted.
                                               Accordingly, actual results may differ from forecasts and such differences
                                               may be material.
                                               Investors are advised to review the assumptions and financial forecasts
                                               and make their own independent assessment of the future performance
                                               and prospects of the Trust.
                                               The financial forecasts have been reviewed by PwC Securities Ltd which
                                               has prepared the Investigating Accountant’s Report (contained in section 8.5).
                                               PricewaterhouseCoopers has prepared a report on Australian and US taxation
                                               implications (contained in section 8.6). None of these parties guarantees the
                                               future performance or capital return of the Trust.




1 A rating is a statement of opinion and not a recommendation to buy, hold or sell a security. Ratings may change at any time.

                                                                       Mariner Securities Limited Mariner American Property Income Trust   55
                                                  6.6.1 The Offer
                                                  The Offer is implemented as proposed and is completed on
                                                  Thursday, 23 March 2006 fully subscribed. The Offer includes the issue
                                                  of 12.5 million New Units as part of the one for four non-renounceable
                                                  Rights Issue at $0.97 per New Unit and 64.3 million New Units under the
                                                  Public Offer at $0.97 per New Unit. The Offer will raise $74.5 million and
                                                  the proceeds used as set out in section 6.1.

                                                  6.6.2 Property Acquisitions
                                                  The forecast information assumes no additional properties or interests
                                                  in properties are acquired during the Forecast Period. Notwithstanding
                                                  this assumption, investors should be aware that properties or interests
                                                  in properties may be acquired during the Forecast Period.

                                                  6.6.3 Net Property Income
                                                  Net property income has been forecast based on existing leases and
                                                  assumptions for future market rentals and for future leasing. The financial
                                                  forecasts assume all leases are enforceable and are performed in
                                                  accordance with their terms.
                                                  Net property income comprises gross rental income and all other income
                                                  (including reimbursement revenue) after deducting property expenses.
                                                  Market rental growth is assumed to be 3% p.a. for all tenants of Derry
                                                  Meadows during the Forecast Period, 0% p.a. for the Intel Campus,
                                                  0% for the RSA Security Campus and 0% for the FedEx Terminal.
                                                  Property expenses have been forecast based on existing contracts,
                                                  assumptions for future costs and an assumed growth rate of 3% p.a.
                                                  in the Forecast Period.

                                                  6.6.4 Interest Income
                                                  It is assumed that interest income will be earned on cash balances
                                                  at a rate of 4.5% p.a. and 5.4% p.a. for US dollar and Australian dollar
                                                  denominated deposits respectively.

                                                  6.6.5 Leasing and Vacancy Assumptions
                                                  During the Forecast Period, tenant retention for Derry Meadows has
                                                  been assumed on a tenant by tenant basis at 75%. This is consistent
                                                  for Derry Meadows with the rates adopted by the independent valuer.
                                                  100% tenant retention has been assumed for the Intel Campus, the
                                                  RSA Security Campus and the FedEx Terminal.
                                                  During the Forecast Period, the vacancy and letting-up assumptions have
                                                  been assumed on a tenant by tenant basis in the range of 9 to 12 months.
                                                  This is consistent with the average adopted by the independent valuer.
                                                  It has been assumed that new leases will commence at market rates.
                                                  In the case of Derry Meadows, the seller, under the terms of the sale
                                                  agreement, has provided rental support for 12 months from the time of
                                                  acquisition in relation to 5,724 square feet of the property which is vacant
                                                  in whole or in part at the time of acquisition.
                                                  The financial forecast assumes all leases are enforceable and are performed
                                                  in accordance with their terms.


56   Mariner Securities Limited Mariner American Property Income Trust
                                             6.6.6 Capital Expenditure
                                             Allowance has been made for capital expenditure commitments of
                                             US$38,388 for the period to 30 June 2006 and US$203,709 for the period
                                             to 30 June 2007.

                                             6.6.7 Value of Properties
                                             The purchase price and valuation details of the Initial Portfolio are
                                             summarised below.


                                                                                           Derry           Intel       Total Initial
                                                                                          Meadows         Campus        Portfolio
                                               Acquisition date                            31 May          19 Dec            –
                                                                                             ’05             ’05
                                               Purchase price (US$’000)                     32,000         61,5001        93,500
                                                                                   2
                                               Independent valuation (US$’000)              33,000         64,500         97,500

                                             The purchase price and valuation details of the New Properties are
                                             summarised below.


                                                                                       RSA Security       FedEx        Total New
                                                                                         Campus          Terminal      Properties
                                               Acquisition date                            7 Dec           16 Nov           –
                                                                                            ’05              ’05
                                               Purchase price (US$’000)                    95,000         25,5003        120,500
                                               Independent valuation (US$’000)4            96,700         25,7003        122,400


                                             There are no forecasts of future revaluations of either the Initial Portfolio
                                             or the New Properties as there is no reasonable basis to make forecasts
                                             in relation to future capitalisation rates, property yields or general market
                                             conditions. For these reasons, the Trust is unable to accurately quantify
                                             the impact on the forecast Financial Information of these matters, reflecting,
                                             in particular, the potential volatility of property values. While the application
                                             of Australian equivalents to International Financial Reporting Standards in
                                             relation to the treatment of movements in property values may introduce
                                             volatility into the forecast Financial Information, this will not affect the cash
                                             flow from operations and hence the expected distributions paid to Unitholders.




1 The purchase price of $61.5 million comprises purchase price of US$60,885,000 and option cost of US$615,000.
2 Based upon the valuation appraisals from Cushman & Wakefield of Massachusetts Inc., and Integra Realty Resources.
  Valuations assume 100% ownership of the property.
3 Including Expansion.
4 Based upon the valuation appraisals from CB Richard Ellis, Inc. Valuations assume 100% ownership of the property.

                                                                    Mariner Securities Limited Mariner American Property Income Trust   57
                                                  6.6.8 Borrowings
                                                  The LLCs which hold the property investments will borrow funds and as the
                                                  holder of an indirect interest in these vehicles the Trust will consolidate these
                                                  borrowings into its financial statements. The table below sets out the forecast
                                                  borrowings of the Consolidated Entity.


                                                    Borrowings of Consolidated Entity                             23 March 2006
                                                    Fixed debt                                                      US$152.34m
                                                    Floating debt                                                    US$5.00m
                                                    Establishment costs                                              US$5.36m
                                                    Trust interest                                                    99.80%
                                                    Maturity                                                           5 years
                                                    Fixed interest rate (p.a.)                                         5.53%
                                                    Floating interest rate (p.a.)                                      6.50%

                                                  The borrowings are interest-only loans, with principal repayments on maturity.
                                                  The interest rate for fixed debt on Derry Meadows is effectively fixed at a rate
                                                  of 4.90% p.a. for a period of approximately five years and the interest rate for
                                                  fixed debt on the Intel Campus is effectively fixed at a rate of 5.35% p.a. for
                                                  a period of approximately five years.
                                                  The interest rate for fixed debt on the RSA Security Campus is effectively
                                                  fixed at a rate of 5.80% p.a. for a period of approximately five years and
                                                  the interest rate for fixed debt on the FedEx Terminal is effectively fixed at
                                                  a rate of 5.70% p.a. for a period of approximately five years. The interest rate
                                                  for floating debt is at an assumed margin of 2.00% over the 30 day LIBOR.
                                                  The forecasts adopt a floating rate (inclusive of margin) of 6.50% for the
                                                  2005/2006 and the 2006/2007 financial years.

                                                  6.6.9 Initial Borrowing Costs
                                                  Initial costs in respect of borrowings to fund the acquisitions of all four
                                                  properties will be amortised over the term of the relevant borrowing.
                                                  Initial borrowing costs are estimated to be US$1.2 million.




58   Mariner Securities Limited Mariner American Property Income Trust
6.6.10 Interest Expenses
The forecasts have assumed that the interest expense on borrowings will
reflect an average all in rate of 5.53% p.a. for the period ending 30 June 2006
and 5.53% p.a. for the 12 months ending 30 June 2007.

6.6.11 Exchange Rate Assumptions and Economic Foreign
       Currency Hedges
The financial forecasts reflect the cross-currency swap agreements already
in place for the income distributions for the Forecast Period. Distributions
have been hedged at an average exchange rate of AUD/USD 0.6738.
The foreign exchange gains result from the interest rate differentials between
Australia and the US and the timing of the payments under the terms of
the swap which the Responsible Entity has entered into. The nature of the
payments represents both a return of capital paid and income receivable in
respect of the notional amount under the swap (see also section 6.5.10).

6.6.12 Economic Hedge Fair Values
Under AIFRS, economic hedges will not qualify as hedges. As a result,
cross-currency swaps which have not expired at balance dates will be
required to be carried at fair value on the Balance Sheet and changes in fair
value will be recorded in the Income Statement and Distribution Statement.
The forecast does not include movements in the fair value of derivatives as
there is no reasonable basis to make forecasts in relation to market conditions
on matters that are outside the Responsible Entity’s control. While the application
of the AIFRS on this matter will introduce volatility into the forecast Income
Statement and Distribution Statement, this will not affect the operating cash flow
and hence the distribution paid to Unitholders.

6.6.13 Responsible Entity’s Fees
The Responsible Entity is entitled to receive remuneration from the Trust
comprising a management fee of 3.3% p.a. (inclusive of GST) of the gross
income of the Trust, calculated as at the last day of each quarter and payable
from the assets of the Trust within 30 days of that date.
The Responsible Entity is also entitled to receive Establishment and Equity Raising,
Property Due Diligence, Property Acquisition, Debt Arrangement, Property Sale,
Hedging Arrangement and Management Fees. The Responsible Entity has
waived its rights to Performance Fees, so no Performance Fee is assumed.

6.6.14 Property Management Fee and Leasing Commissions
Mariner Financial Inc. will receive a management fee of 3% of revenue
of the Portfolio. This fee arrangement is summarised in section 9.1.3.
Third party agents will also receive leasing commissions (that apply to
both new leases and lease renewals) which are based on prevailing
market rates. These leasing commissions are assumed to apply during
the Forecast Period where new leases and renewals are assumed.




                     Mariner Securities Limited Mariner American Property Income Trust   59
                                                  6.6.15 Other Trust Expenses
                                                  The Trust will incur operating expenses including listing fees, unit registry
                                                  charges, custodian fees, legal, audit and tax fees, marketing costs, postage,
                                                  printing and other miscellaneous expenses. These amounts have been
                                                  forecast by taking into account factors likely to influence the level of these
                                                  fees, charges and costs, including the Trust’s market capitalisation and
                                                  gross assets.

                                                  6.6.16 Future Capital Raising
                                                  The Forecast Period does not assume any capital raisings except for the
                                                  payment of subscriptions as part of this Offer. This does not mean that
                                                  the Trust will not engage in further capital raisings if the opportunity to
                                                  acquire suitable assets arises.

                                                  6.6.17 Offer Costs
                                                  The Offer costs of $4.1 million (including underwriting costs) will be paid
                                                  out of the proceeds of the Offer. These costs are recognised directly in
                                                  equity as a reduction of the proceeds of the Offer.

                                                  6.6.18 Distributions
                                                  Distributions to Unitholders, to the extent they are paid, are expected to
                                                  be payable quarterly in arrears to Unitholders on the register as at the end
                                                  of the March, June, September and December quarters. Distributions will
                                                  be paid within the month following each quarter respectively.
                                                  New Units will carry an income entitlement to the March 2006 quarter
                                                  distribution on a proportional basis to the number of days between the
                                                  Allotment Date of the New Units expected to be Thursday, 23 March 2006
                                                  and 31 March 2006.

                                                  6.6.19 Taxation
                                                  The Trust is not liable to pay Australian income tax on the basis that
                                                  Unitholders will be presently entitled to all of the income of the Trust in
                                                  any particular year. The following comments relate to US Federal taxation
                                                  of the Trust and its subsidiaries.
                                                  ■   The US REIT generally will not incur US income tax to the extent it
                                                      distributes all of its taxable income to its shareholders, including the Trust.
                                                  ■   Distributions made to the Trust by the US REIT from its ‘earnings and profits’
                                                      are generally subject to withholding tax at the rate of 15% provided certain
                                                      requirements are satisfied (see section 8.6).
                                                  ■   Distributions by the US REIT attributable to sale of US real property will be
                                                      subject to the Foreign Investment in Real Property Tax Act (US) (FIRPTA)
                                                      and branch profit tax. However, distributions made by the US REIT in
                                                      excess of its ‘earnings and profits’ will be treated as non-taxable returns
                                                      of capital to the Trust to the extent of the Trust’s adjusted tax basis in the
                                                      shares of the US REIT.




60   Mariner Securities Limited Mariner American Property Income Trust
■   Although such distributions will generally be subject to US withholding
    tax, the US REIT may file an application for exemption from withholding
    prior to distribution or the Trust may seek a refund of the tax withheld
    by the Internal Revenue Service if it is subsequently determined that
    such distributions were, in fact, in excess of the US REIT’s current and
    accumulated earnings and profits.
■   Distributions in excess of the US REIT’s earnings and profits and the Trust’s
    adjusted basis in the shares of the US REIT will be treated as a gain from
    the sale or exchange of a capital asset. Any such gains will be subject to
    US Federal income tax and withholding tax pursuant to FIRPTA as well as
    US branch profit tax.
An opinion on the Australian and US taxation treatment of the US REIT has
been prepared by PricewaterhouseCoopers and is contained in section 8.6.
The financial forecasts assume any changes in Australian or US taxation
legislation will not materially affect the Trust.
The income tax expense or revenue for the period is the tax payable on
the current period’s taxable income based on the income tax rate, adjusted
by changes in deferred tax assets and liabilities attributable to temporary
differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at
the tax rates expected to apply when the assets are recovered or liabilities are
settled, based on those tax rates which are enacted in Australia. The relevant tax
rates are applied to the cumulative amounts of deductible and taxable temporary
differences to measure the deferred tax asset or liability.

6.6.20 Accounting Standards
The Australian Accounting Standards Board (AASB) has adopted AIFRS
for application to reporting periods beginning on or after 1 January 2005.
The AASB has issued Australian equivalents to IFRS, and the Urgent Issues
Group will issue abstracts corresponding to IASB interpretations originated by
the International Financial Reporting Interpretations Committee. The adoption
of Australian equivalents to IFRS will be first reflected in the Trust’s financial
statements for the period ending 31 December 2005 and the period ending
30 June 2006. Changes in accounting standards may affect the reported
net profit and financial position of the Trust in future financial periods.
The interpretation of AIFRS may change between the issue of this PDS
and the issue of the Trust’s first set of AIFRS financial statements for the
period ending 31 December 2005. The regulatory bodies that promulgate
AIFRS have significant ongoing projects that could affect the impact of
AIFRS on the Trust.
It has been assumed that no change in applicable Australian Accounting
Standards and the Corporations Act will occur that may have a material
effect on the Trust’s forecast distributions.




                      Mariner Securities Limited Mariner American Property Income Trust   61
                                                  6.6.21 GST
                                                  The financial forecasts have been prepared on the assumption that no GST
                                                  is payable in respect of distributions paid by the Trust. Further, it is assumed
                                                  that any GST liability payable will be included as part of the assumed
                                                  expenses of the Trust.

                                                  6.6.22 Sensitivity Analysis
                                                  Investors should be aware that income forecasts may not be met for a variety
                                                  of reasons.
                                                  The Trust has been structured with the intention of reducing the impact of
                                                  variances from certain key assumptions on distributions from the Trust. The
                                                  Trust has effectively fixed the interest rate on 97% of its total borrowings
                                                  for approximately five years and has also entered into currency hedges that
                                                  substantially protect 93% of its forecast distributions against movements in
                                                  the US/Australian dollar exchange rate for approximately five years. In addition,
                                                  on completion of the Offer, there will be sufficient cash available to offset
                                                  the effect on distributions of variances from the key assumptions within the
                                                  sensitivities set out in the table below. The Responsible Entity has waived its
                                                  right to charge a Performance Fee for the life of the Trust so no sensitivity
                                                  analysis for the effect of Performance Fees has been provided.
                                                  Investors should note that the sensitivity analysis is intended to provide a
                                                  guide only and variations in actual performance may exceed the ranges
                                                  shown. Movement in other assumptions may offset or compound any one key
                                                  assumption beyond the extent shown.
                                                  The table below illustrates that distributions per Unit should not be sensitive to
                                                  changes in key assumptions.


                                                                                             22 Sept ’05 to        1 Jul ’06 to
                                                                                               30 Jun ’06           30 Jun ’07
                                                                                             Cents per Unit       Cents per Unit
                                                    Base case                                      7.04                 9.31
                                                    Change to key assumptions
                                                    Increase in Australian CPI by 1%               7.04                 9.31
                                                    Decrease in Australian CPI by 1%               7.04                 9.31
                                                    Increase in FX rates by 1%                     7.04                 9.31
                                                    Decrease in FX rates by 1%                     7.04                 9.31
                                                    Increase in Australian interest rates
                                                    by 0.5%                                        7.04                 9.31
                                                    Decrease in Australian interest rates
                                                    by 0.5%                                        7.04                 9.31
                                                    Increase in US interest rates by 0.5%          7.04                 9.31
                                                    Decrease in US interest rates by 0.5%          7.04                 9.31




62   Mariner Securities Limited Mariner American Property Income Trust
7. Risks
                                You should be aware that there are risks associated with an investment
                                in the Trust, many of which are outside the control of the Trust and the
                                Responsible Entity, including the risk factors set out in this section and other
                                matters referred to in the PDS. Before investing in the Trust, you should take
                                into account your personal tolerance for risk and how the potential risks of an
                                investment in the Trust may affect you. None of the Mariner Financial group’s
                                employees, and the directors of Mariner Securities Limited, and any other
                                party associated with the preparation of this PDS guarantees that any specific
                                objectives of the Trust will be achieved, or that any particular performance
                                of the Trust or the Units will be achieved.
                                The summary of risks below is not exhaustive. Before applying for Units you
                                should read the entire PDS and consult your stockbroker or other professional
                                adviser before deciding whether to apply for Units.


7.1 ECONOMIC AND                The value of Units and future returns of the Trust may be adversely affected
    MARKET RISKS                by unforeseen expenses, inflation, the property and corporate markets,
                                government regulation, taxation changes and other matters, such as
                                movements on the ASX and international stockmarkets.
                                As the Trust is listed on the ASX, the value of Units may be influenced by
                                volatility in the Australian and international financial markets. The borrowing
                                against underlying properties means that movements in the US bond rates
                                can influence interest rates payable. Movements in bond rates can also
                                influence income yields for the listed property trust sector and the value
                                of the Units.


7.2 PROPERTY INVESTMENT RISKS   An investment in the Trust is subject to certain risks associated with
                                ownership of property and the property industry generally. These risks
                                include:
                                ■   declines in the value of property assets resulting from market conditions;
                                ■   declines in property income resulting from rental market conditions (which
                                    will vary according to the supply and demand for similar space in the
                                    respective markets for each property);
                                ■   inability or unwillingness of tenants to meet their lease commitments;
                                ■   inability to secure tenants as required to provide rental income;
                                ■   changes in occupancy levels of the property assets including extended
                                    vacancies;
                                ■   operating and third party expenses being greater than estimated;
                                ■   the supply of competing existing or new assets, which may reduce the
                                    ability to secure lease renewals or obtain new tenants;
                                ■   increases in property or transaction taxes;
                                ■   changes in zoning or statutory laws affecting usage and property values;
                                ■   costs resulting from the clean up of, and liability to third parties for,
                                    damages resulting from environmental problems (see section 7.16) or
                                    issues; casualty or condemnation losses; uninsured damage from floods,
                                    earthquakes, or other natural disasters (see section 7.10);




                                                      Mariner Securities Limited Mariner American Property Income Trust   63
                                                       ■   general market forces prevailing at the time of the sale of property assets,
                                                           including demand by investors for property investments;
                                                       ■   changing demographics in the property markets in which the properties
                                                           are located;
                                                       ■   perceptions by tenants of the convenience, services, safety and
                                                           attractiveness of a property;
                                                       ■   quality of a property’s construction and design;
                                                       ■   increases in maintenance costs where maintenance expenses are not payable
                                                           by the tenants;
                                                       ■   illiquidity of property investments.


     7.3 CHANGES IN GOVERNMENT                         Government legislation, including changes to taxation laws, may affect future
         LEGISLATION                                   earnings and the relative attractiveness of investing in the Trust. Changes to
                                                       the tax law in Australia may affect the tax treatment of the Trust in particular
                                                       and the market for property trust investment generally. As the assets of the
                                                       Trust are located in the US, changes to government legislation, including
                                                       changes to tax laws in the US may have an adverse impact on the US REIT
                                                       and the Trust.


     7.4 TAXATION                                      Tax rules or their interpretation in both Australia and the US and the
                                                       tax treaty which governs the taxation of distributions from the US to Australia
                                                       in relation to this investment may change. In particular, both the level and
                                                       basis of taxation may change. These changes may affect the future earnings
                                                       and relative attractiveness of the investment in the Trust. In addition, an
                                                       investment in units in a trust involves tax considerations which may differ
                                                       for each unitholder. Each prospective Unitholder is encouraged to seek
                                                       professional tax advice in connection with any investment in the Trust.
                                                       The US laws relating to taxation of REITs are constantly being examined
                                                       and any change to such laws could adversely affect the ability of the US REIT
                                                       to qualify as a REIT for US Federal income tax purposes.


     7.5 REIT QUALIFICATION AND                        During the Forecast Period the income of the US REIT is expected to be
         DOUBLE TAX TREATY                             100% tax deferred1. Beyond the Forecast Period the distributions from the
                                                       US REIT and the distributions from the Trust could be adversely affected
                                                       if the US REIT is not recognised under US taxation laws as a REIT and
                                                       the Trust does not qualify as a listed Australian property trust (LAPT) for
                                                       the purposes of the protocol to the US/Australia Double Tax Treaty
                                                       (Double Tax Treaty). This means that:
                                                       ■   if the US REIT were to fail to qualify for US Federal income tax purposes
                                                           as a REIT in any taxable year, its taxable income would be subject to
                                                           US tax at regular corporate rates in that year and possibly in future years.
                                                           This would significantly impact the amount available for distributions.
                                                           Unless entitled to relief under specific statutory provisions, the US REIT
                                                           would be disqualified from re-electing taxation as a REIT for the four
                                                           taxable years following the year during which qualification was lost; and



     1 The tax-deferred effect of the distributions, its impact on the cost base of the Portfolio and potential capital gains, and the potential
       impact of foreign currency movements are explained in sections 7.12 and 8.6.

64   Mariner Securities Limited Mariner American Property Income Trust
■   in order for the US REIT to qualify as a REIT under the US Internal Revenue
    Code it must satisfy a number of highly technical rules some of which are
    summarised in the expert’s Taxation Report in section 8.6. The Mariner
    Financial group will seek to ensure that the US REIT is managed in a way
    which should reduce the risk that the US REIT will not satisfy the rules.
    Despite this, the satisfaction of all of the rules is beyond the control of the
    Mariner Financial group. One rule requires that no more than 50% of the
    value of its shares may be owned, directly or indirectly, by five or fewer
    individuals (including holders of Units in the Trust) during the last half of
    any taxable year of the US REIT (other than the first taxable year for which
    the US REIT elects to be treated as a REIT) (called the 5/50 rule). If the
    US REIT were to fail to satisfy the 5/50 rule, it would likely not qualify as
    a REIT, and would be required to pay US Federal income tax at ordinary
    corporate rates. This would adversely affect the ability of the US REIT to
    make distributions to the Trust and accordingly, the Trust’s ability to make
    distributions to Unitholders. The US REIT’s certificate of incorporation
    contains certain restrictions and notification requirements in relation
    to the ownership of shares of capital stock of the US REIT. An acquisition
    by a Unitholder that would cause the US REIT to violate the 5/50 rule
    would trigger certain measures contained in the articles designed to
    prevent this from happening. Such provisions could result in the automatic
    transfer of certain shares of the US REIT held by the Trust to a trust for
    the exclusive benefit of one or more beneficiaries whose ownership of those
    shares would not cause a violation of the 5/50 rule. Under Australian law
    substantial unitholdings above 5% need to be disclosed to the market and
    no person’s voting power in the Trust can exceed 20% unless permitted
    by the Corporations Act. This provides a level of transparency as to whether
    the 5/50 rule is likely to be violated, but there can be no guarantee that it
    will not be violated.
In general, dividends that are paid by a REIT to a non-US shareholder, and
that are not attributable to capital gains, are subject to 30% US withholding
tax. The Double Tax Treaty between Australia and the US provides that
dividends paid by a REIT to a listed Australian property trust are generally
subject to 15% US withholding tax. However, if the Trust knows or has reason
to know that any Unitholder owns 5% or more of the beneficial interest in the
Trust, then the Unitholder will be deemed to hold a corresponding portion of
the Trust’s interest in the REIT and will be deemed to be beneficially entitled to
the REIT dividends paid on such interest. In general, the US REIT dividend paid
in respect of such a Unitholder will be subject to a reduced 15% withholding tax
rate only if:
■   the Unitholder is an individual treated as owning an interest of not more
    than 10% in the US REIT;
■   the Unitholder is treated as owning an interest of not more than 5% of any
    class of shares in the US REIT; or
■   the Unitholder is treated as owning an interest of not more than 10%
    in the US REIT and the gross value of no single interest in real property
    exceeds 10% of the value of the US REIT’s total interests in real property.




                      Mariner Securities Limited Mariner American Property Income Trust   65
                                                  Non-individual Unitholders should be entitled to the reduced withholding tax
                                                  rate of 15% provided they are not treated as owning more than 5% of the
                                                  US REIT. If a non-individual Unitholder exceeds this level at the time the US
                                                  REIT pays a dividend, then withholding tax on any ordinary dividend may
                                                  be payable at 30% on that person’s proportionate interest in the US REIT’s
                                                  distributions. The Trust can deduct that additional withholding tax from any
                                                  distribution payable to the Unitholder. The Unitholder should be entitled to a
                                                  credit against Australian tax in respect of foreign sourced income for the US
                                                  tax withheld.


     7.6 INTEREST RATE AND                        Investment entities that borrow money are potentially exposed to adverse interest
         BORROWING RISK                           rate movements that may increase the costs and financial risk inherent in those
                                                  entities. Whilst this risk may be reduced through interest rate hedging, such as
                                                  interest rate swaps or other mechanisms, there is sometimes residual exposure.
                                                  The interest rate on borrowings, other than US$5 million, has been fixed for
                                                  five years and should therefore not be subject to changes in interest rates
                                                  during that period. However, there is an exposure to changes in interest rates
                                                  or margins charged by the financier when the expected medium to long-term
                                                  borrowings need to be refinanced or new borrowings are made to finance
                                                  further property acquisitions. There is also a risk that the loans cannot be
                                                  refinanced on a similar basis to the terms of the current loans, or at all.
                                                  Before the end of the term of the expected borrowings, there is a risk that
                                                  lenders will require repayment in the event that there is a default on the
                                                  underlying borrowing.
                                                  The terms of the loan in respect of the RSA Security Campus and the
                                                  terms of the expected long-term loan for the FedEx Terminal contain terms
                                                  requiring that at all times the ratio of loan value to the value of the buildings
                                                  must be less than 72.5%. In the event that there is a fall in the current
                                                  value of these buildings there will be a risk that there will be a default
                                                  under these loans. Similarly there is a risk that if the Extension is not
                                                  completed, the current temporary loan for the FedEx Terminal cannot
                                                  be refinanced (see section 7.14 on turn key risk below). The loan for
                                                  the Intel Campus contains a term that, even if Intel continues to pay its
                                                  rent during the term of the loan, should Intel cease to occupy more than
                                                  50% of the Intel Campus, the US REIT must arrange for a letter of credit to
                                                  be provided in favour of the lender for an amount equal to US$125,000 per
                                                  month for the remaining term of the loan unless the area not occupied
                                                  by Intel is subleased to a tenant of equal rating to Intel. The amount of
                                                  the letter of credit is reduced by half if the lessee has an investment grade
                                                  rating less than Intel’s. There is a risk that the letter of credit cannot be
                                                  obtained if the potential provider of the letter of credit considers that
                                                  the loan to value ratio after the letter of credit is provided is unacceptable.
                                                  If a letter of credit cannot be obtained, the loan is potentially in default.
                                                  US$5 million of the funds was borrowed at a floating interest rate. An increase
                                                  in the interest rates assumed in the forecasts will reduce the distributions
                                                  available to Unitholders.
                                                  In the event that any future borrowings are fixed by using an interest rate
                                                  swap, there is a risk that the counterparty to the swap does not meet its
                                                  obligations under the swap.




66   Mariner Securities Limited Mariner American Property Income Trust
7.7 VALUATION                The Responsible Entity will ensure that the US REIT and its controlled entities
                             revalue all of their real estate assets at least once every three years using an
                             independent valuer. The Responsible Entity expects that each independent
                             valuer will use a valuation methodology that uses discounted cash flows which
                             are cross-checked against other factors such as capitalisation of earnings.
                             The valuations will therefore be particularly sensitive to the choice of discount
                             rate used and changes to the earnings profile of the properties.


7.8 FORCE MAJEURE            Force Majeure is the term generally used to refer to an event beyond the
                             control of any party, including acts of God, fire, floods, earthquakes, wars and
                             strikes. Some force majeure risks are uninsurable, and if such events occur,
                             they may have adverse effects on the Trust.


7.9 FORECAST RISK            The distributable income of the Trust will be adversely affected by any failure
                             to receive the forecast income from the properties.
                             Unforeseen capital expenditure requirements would require increased
                             borrowings or a reduction in distributions. The Responsible Entity has, as part
                             of its due diligence, obtained a Capital Expenditure Report and factored this
                             report into the financial forecasts.
                             The forecasts have been derived from complex financial models which have
                             been developed by the staff of the Mariner Financial group in accordance
                             with standard financial modelling practice. There is a risk that the model may
                             not accurately predict future distributions available to the Trust because one
                             or more assumptions prove to be incorrect. Assumptions are generally only a
                             best estimate at a point in time.


7.10 INSURANCE RISK          The Responsible Entity has endeavoured to insure or organise that third
                             parties effectively insure the properties and the Trust for foreseeable and
                             insurable risks for which insurance is commercially available. It is possible
                             that this insurance may not cover all events or claims that may potentially
                             arise including events for which insurance cannot be obtained or cannot be
                             obtained on economic terms. Generally there will be an excess payable by the
                             insured on any insurance payment and these will need to be funded by the US
                             REIT. Any uninsured loss will be borne by the Trust.


7.11 FOREIGN EXCHANGE RISK   The majority of the Trust’s investments will be in the US property market
                             through the Trust’s investment in the US REIT. The assets and liabilities of
                             the US REIT and its controlled entities will be denominated in US dollars.
                             The value of the Units will be affected by increases or decreases in the
                             value of the US dollar whenever any of the US REIT’s income is distributed
                             to the Trust or the value of the Trust’s assets is calculated in the absence of
                             hedging. An increase in the value of the US dollar against the Australian dollar
                             will mean that the distributions from the US REIT and the value of the US
                             REIT’s investments less any liabilities will be worth more when converted into
                             Australian dollars, but if the value of the US dollar falls those distributions and
                             investments will be worth less in Australian dollar terms.




                                                  Mariner Securities Limited Mariner American Property Income Trust   67
                                                  The value of the Australian dollar has been subject to significant fluctuations
                                                  relative to the US dollar in the past and may be subject to significant
                                                  fluctuations in the future.
                                                  The investment in and the income from the Trust’s property interests are
                                                  denominated in US dollars. The Responsible Entity has hedged 93% of
                                                  the Trust’s forecast distributions for approximately five years. However, currency
                                                  fluctuations could still have an effect on the Trust’s investment in the US REIT and
                                                  that part of the forecast distributions which is not covered by currency hedges.
                                                  In the future, currency hedges may not be available on similar terms to
                                                  the existing currency hedges which expire in approximately five years time.
                                                  As in the case of interest rate swaps, there is risk in any cross-currency
                                                  swap on the ability of the counterparties to perform their obligations.


     7.12 IMPACT OF CURRENCY                      As the currency hedges taken out by the Trust (see section 4.3.3) mature,
          RATES ON THE TAX PROFILE                the net amount receivable or payable under the contract will be assessable
          OF DISTRIBUTIONS                        or deductible (respectively) for income tax purposes. The net payment or
                                                  receipt will represent the difference between the exchange rate at the date of
                                                  maturity and the rate applied under the currency hedge contract. At the time
                                                  of preparing the Financial Information for the PDS, it is not possible to forecast
                                                  whether the currency hedges will give rise to a net amount payable or receivable
                                                  by the Trust. If the Trust has a net amount receivable, this may result in the Trust
                                                  having taxable income during the Forecast Period and therefore the distributions
                                                  by the Trust will not be 100% tax deferred.


     7.13 ACHIEVEMENT OF THE                      The Trust intends to continue to seek further property acquisitions in
          TRUST’S INVESTMENT                      addition to those outlined in this PDS. The rate at which this occurs will
          STRATEGY                                depend on market conditions, the availability of suitable real estate on
                                                  appropriate terms, and capital availability at the time. Future acquisitions
                                                  may dilute the level of distributions to Unitholders or the net asset value of
                                                  the Units although it is the Trust’s present intention that future acquisitions
                                                  will not dilute the net asset value of the Trust (see section 4.2 for the Trust’s
                                                  investment and acquisition criteria).
                                                  The Trust’s investment strategy is to acquire, through the US REIT, further
                                                  properties which have yields and tenant quality similar to the existing property
                                                  assets. If the Trust can achieve its diversification strategy, it will have the
                                                  benefit that the Trust will have a diverse portfolio of properties in different
                                                  locations and with different tenants meaning that risk to income and capital
                                                  gains is diversified across the portfolio. The ability to achieve a diverse
                                                  portfolio is dependent on a number of factors, including the Responsible
                                                  Entity’s ability to source suitable further investment properties having similar
                                                  yields to the existing property assets and the Responsible Entity’s ability
                                                  to raise capital to fund further acquisitions. The ability to source further
                                                  investment properties is in turn dependent on the market for investment
                                                  properties, the availability of finance and the Responsible Entity’s property
                                                  acquisition team’s skills to make those acquisitions. The availability of capital
                                                  depends on a number of factors, including stockmarket conditions and
                                                  general economic conditions when the Responsible Entity seeks to raise
                                                  further capital. Some capital raisings may require approval from Unitholders.




68   Mariner Securities Limited Mariner American Property Income Trust
7.14 ‘TURN KEY’ RISK        Although the Trust will not invest in development properties, it may
                            occasionally acquire properties which are in the process of being built or
                            extended on the condition that the whole or part of the purchase price is only
                            payable when a completed building is delivered by the builder or developer to
                            the controlled entities of the US REIT and a lease with a creditworthy tenant
                            has been entered into. Where a property is being developed on a staged
                            basis and the US REIT purchases the property at the completion of an earlier
                            stage on the basis that the balance of the purchase price is payable at a later
                            stage, there is a risk that, even though no further amount is payable until
                            completion of the relevant stage, the builder does not deliver a completed
                            building. The failure to complete the relevant stage could reduce the value of
                            the existing building and the whole of the land may be subject to contractors’
                            claims (mechanics liens) for work done and unpaid by the developer. The Trust
                            will seek to mitigate this risk by only acquiring properties where the builder or
                            developer is reputable and has provided appropriate completion guarantees.


7.15 KEY PERSONNEL RISK     The Mariner Financial group has an established property acquisition and
                            management team experienced in Australia-US cross-border property
                            acquisitions. There is a risk that one or more members of the team may
                            leave and not be replaced by other suitably experienced individuals.


7.16 ENVIRONMENTAL ISSUES   Under various US Federal, state and local laws, ordinances and regulations,
                            a current or previous owner or operator of real estate may be liable for
                            the costs of remediation of hazardous substances at or under its property.
                            The costs of remediation of such substances can be substantial. These laws
                            can impose liability without regard to whether the owner or operator knew of,
                            or caused, the releases of such hazardous substances. The presence of such
                            substances on real estate could adversely affect the Trust’s ability to sell such
                            real estate or to borrow using such real estate as security and also could have
                            an adverse effect on the Trust’s cash flow.
                            Persons or entities that arrange for the disposal or treatment of hazardous or
                            toxic substances may also be liable for the costs of removal or remediation of
                            hazardous or toxic substances at the disposal or treatment facility, whether or
                            not that facility is owned or operated by the person arranging for the disposal
                            or treatment of hazardous or toxic substances. Laws exist that impose liability
                            for release of asbestos-containing materials into the air and third parties may
                            seek recovery from owners or operators of real property for personal injury
                            associated with exposure to asbestos-containing materials. In connection
                            with the ownership, operation, management and development of properties,
                            the US REIT may be potentially liable under these laws and may incur costs
                            in responding to these liabilities.
                            Before buying any property, the US REIT will arrange for all usual and
                            prudent environmental assessments to be carried out in order to determine
                            whether it is likely that any remediation work will be required. However,
                            environmental assessments do not always detect the environmental
                            contaminants which might be at or on land. There is a risk to the Trust that
                            it could incur liability or have increased expenditure for, among other things,
                            the cost of remediation in the future. This in turn could result in a lower
                            distribution level or a reduction in value of the properties in which the Trust
                            has an interest. The Trust is unable to quantify fully the potential cost of such
                            liability or expenditure if remediation were required.


                                                Mariner Securities Limited Mariner American Property Income Trust   69
     7.17 CHANGES IN ACCOUNTING                   Changes in accounting standards may affect the reported earnings and
          STANDARDS                               financial position of the Trust in future financial periods.


     7.18 NO CAPITAL OR INCOME                    Neither the Trust nor any other person gives any guarantee as to the amount
          GUARANTEE                               of income or capital return from the Units or the performance of the Trust, nor
                                                  do they guarantee the repayment of capital from the Trust.


     7.19 OTHER RISKS SPECIFIC                    Other risks include the following:
          TO THE TRUST                            ■   payment of any fees and expenses relating to the acquisition or disposal
                                                      of property in the future may affect distributions in the periods that they
                                                      are paid;
                                                  ■   Trust expenses being greater than anticipated thereby reducing the amount
                                                      available for distribution; and
                                                  ■   any of the assumptions used in forecasting the Trust’s financial performance
                                                      not being achieved such that the forecast distributions cannot be achieved.




70   Mariner Securities Limited Mariner American Property Income Trust
8. Expert Reports
8.1 VALUATION REPORT – DERRY MEADOWS




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     8.1 VALUATION REPORT – DERRY MEADOWS (Cont’d)




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     8.1 VALUATION REPORT – DERRY MEADOWS (Cont’d)




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     8.1 VALUATION REPORT – DERRY MEADOWS (Cont’d)




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8.2 VALUATION REPORT – INTEL




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     8.2 VALUATION REPORT – INTEL (Cont’d)




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     8.2 VALUATION REPORT – INTEL (Cont’d)




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     8.2 VALUATION REPORT – INTEL (Cont’d)




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     8.3 VALUATION REPORT – RSA




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     8.3 VALUATION REPORT – RSA (Cont’d)




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     8.3 VALUATION REPORT – RSA (Cont’d)




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     8.3 VALUATION REPORT – RSA (Cont’d)




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8.4 VALUATION REPORT – FEDEX




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     8.4 VALUATION REPORT – FEDEX (Cont’d)




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     8.4 VALUATION REPORT – FEDEX (Cont’d)




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     8.4 VALUATION REPORT – FEDEX (Cont’d)




                                 NEW PAGE TO COME




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     8.5 INVESTIGATING ACCOUNTANT’S REPORT




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      8.5 INVESTIGATING ACCOUNTANT’S REPORT (Cont’d)




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      8.6 TAXATION REPORT




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      8.6 TAXATION REPORT (Cont’d)




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      8.6 TAXATION REPORT (Cont’d)




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      8.6 TAXATION REPORT (Cont’d)




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      8.6 TAXATION REPORT (Cont’d)




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      9. Additional Information
      9.1 SUMMARY OF MATERIAL                      9.1.1 Constitution of the Trust
          CONTRACTS
                                                   The following is a summary of the material provisions of the Trust Constitution.
                                                   The rights and obligations of Unitholders and the Responsible Entity of the
                                                   Trust are governed by the Constitution and the Corporations Act. As the
                                                   Trust is a managed investment scheme registered under Chapter 5C of
                                                   the Corporations Act, the Trust Constitution has been lodged with ASIC
                                                   and a free copy is available from the Responsible Entity on request.
                                                   The Trust Constitution is dated 26 May 2005. The Trust Constitution deals
                                                   with a number of matters, including:
                                                   ■   the nature of a Unitholder’s interest in the Trust;
                                                   ■   income and distributions to Unitholders;
                                                   ■   Unitholders’ meetings;
                                                   ■   the liability of Unitholders;
                                                   ■   the Responsible Entity’s powers, which are broad, and include powers
                                                       to deal with Trust property;
                                                   ■   remuneration of the Responsible Entity and expenses that may be paid
                                                       or reimbursed out of the Trust;
                                                   ■   liability of the Responsible Entity and its right of indemnity out of the assets
                                                       of the Trust;
                                                   ■   application and redemption procedures for Units in the Trust;
                                                   ■   the Compliance Committee and the handling of complaints;
                                                   ■   how the Constitution can be amended; and
                                                   ■   the life of the Trust and entitlements of Unitholders on termination.
                                                   More detail on these topics appears below.
                                                   9.1.1.1 The Responsible Entity
                                                   The Responsible Entity is responsible to Unitholders for the Trust’s operation
                                                   and has duties under Chapter 5C of the Corporations Act including duties
                                                   to act honestly, exercise care and diligence, and treat members equally.
                                                   The Responsible Entity also has fiduciary duties as trustee of the Trust.
                                                   The Responsible Entity may retire in the circumstances set out in the
                                                   Corporations Act. Unitholders may also remove the Responsible Entity
                                                   by following the procedures set out in the Corporations Act.
                                                   9.1.1.2 Units and Transfers
                                                   Each fully paid Unit confers an equal and undivided interest in the assets of
                                                   the Trust subject to rights, restrictions and obligations attaching to that Unit.
                                                   Each partly paid Unit confers an interest of the same nature less the amount
                                                   remaining to be paid up on the Unit. A Unit does not confer an interest in any
                                                   particular asset of the Trust.
                                                   Subject to the ASX Listing Rules and the Responsible Entity’s right to refuse
                                                   a transfer, Units may be transferred. Please contact the Investor Services
                                                   Team on 1800 009 963 for more details.




112   Mariner Securities Limited Mariner American Property Income Trust
9.1.1.3 Issue of Units
The Responsible Entity may issue additional Units following the close of
this Offer. Except in the case of a pro rata rights issue to Unitholders, the
Responsible Entity must normally issue Units at a price calculated as the
volume weighted average price of Units during the 10 prior trading days.
9.1.1.4 Partly Paid Units
The Responsible Entity may issue partly paid Units. The holder of a partly
paid Unit may be required to pay interest on the amount unpaid.
Subject to the Listing Rules, the holders of partly paid Units will be served
with a notice no later than 14 days before the payment of an instalment is due.
If payment of the called for amount plus interest (if any) is not received by the
date specified in the notice, the Responsible Entity will send a second notice.
If payment of the called for amount plus interest (if any) is not received by the
date specified in the second notice, the Responsible Entity may determine
that the Unit is forfeited and sell it. Also, from the date set in the second
notice and for so long as the amount called for remains unpaid, all voting
rights and entitlements in connection with the Unit will be suspended until
the Responsible Entity reinstates them. Holders whose Units are forfeited are
liable for costs and any shortfall if the Units are not sold at a sufficient price
to pay the unpaid call and costs.
9.1.1.5 Redemption and Buy Backs of Units
As less than 80% of the Trust’s assets are liquid assets, the Trust will be
illiquid for the purposes of the Corporations Act. Accordingly, the Responsible
Entity will not be able to redeem your Units without making a withdrawal offer
in accordance with the Corporations Act. The Responsible Entity does not
intend to make any withdrawal offers.
Subject to the Corporations Act and ASX Listing Rules, the Responsible Entity
may purchase Units on the ASX and cause them to be cancelled.
9.1.1.6 Income Entitlements and Distributions
The Responsible Entity will determine the distributable income for the Trust
for each financial year. It is currently proposed that distributions will be paid
quarterly in arrears as at the end of September, December, March and June
after the Final Allotment Date and monthly before that date, although the
Responsible Entity can vary this.
Generally, Unitholders on the register of unit holders at midnight on the last
day of a distribution period are entitled to a share of distributable income
for that period, pro rata according to the number of units they hold.
The Responsible Entity may vary this in the terms of issue of particular Units,
such as for partly paid Units, or Units which carry an entitlement
to a different share for the distribution period in which they are issued.
9.1.1.7 Powers of the Responsible Entity
The Responsible Entity has been given very wide powers. The Responsible
Entity has all the powers in respect of the Trust that it is possible under the
law to confer on a trustee, as though it were the absolute owner of the assets
of the Trust and acting in its personal capacity.
In its capacity as responsible entity of the Trust, the Responsible Entity is
entitled to borrow and raise money for the Trust, invest in and deal with
property and rights in its absolute discretion, and to generally manage the
Trust. The Responsible Entity can appoint agents or delegates.



                     Mariner Securities Limited Mariner American Property Income Trust   113
                                                   9.1.1.8 Limitation of Liability and Indemnity
                                                   The Trust Constitution provides that, subject to the Corporations Act,
                                                   the Responsible Entity is not liable in contract, tort or otherwise to
                                                   Unitholders for any loss suffered in any way relating to the Trust.
                                                   Subject to the Corporations Act, the liability of the Responsible Entity to any
                                                   person other than a Unitholder in respect of the Trust (including any contracts
                                                   entered into as trustee of the Trust) is limited to the Responsible Entity’s ability
                                                   to be indemnified from the assets of the Trust.
                                                   The Responsible Entity is entitled to be indemnified out of the assets of
                                                   the Trust for any liability incurred by it in properly performing or exercising any
                                                   of its powers or duties in relation to the Trust. To the extent permitted by the
                                                   Corporations Act, this indemnity includes the liability incurred as a result of any
                                                   act or omission of a delegate or agent appointed by the Responsible Entity.
                                                   To the extent permitted by the Corporations Act, members of the Trust
                                                   Compliance Committee are entitled to be indemnified out of the assets of
                                                   the Trust for any liability they incur in good faith whilst acting in that capacity.
                                                   9.1.1.9 Liability of Unitholders
                                                   The Constitution contains provisions designed to limit a Unitholder’s liability
                                                   in respect of the Trust to the amount, if any, that remains unpaid in relation
                                                   to the Unitholder’s subscription for their Units (note that this is subject to the
                                                   following paragraph and any agreement with a Unitholder). Higher courts are
                                                   yet to determine the effectiveness of provisions of this kind.
                                                   The Responsible Entity is entitled to be indemnified by a Unitholder to the extent
                                                   that it incurs any liability for tax or user pays fees as a result of the Unitholder’s
                                                   action or inaction. Joint Unitholders are jointly and severally liable in respect of
                                                   all payments, including payments of tax or any other such amounts.
                                                   9.1.1.10 Remuneration of the Responsible Entity
                                                   Details of the maximum fees provided for under the Trust Constitution appear
                                                   in section 5.2.1.
                                                   The Responsible Entity may accept lower fees than it is entitled to receive
                                                   or may defer payment for any period, in which case the fees accrue daily
                                                   until paid.
                                                   The Constitution provides that, to the extent the Corporations Act allows,
                                                   the Responsible Entity may be reimbursed from the Trust for all expenses
                                                   incurred in relation to the proper performance of its duties in relation to
                                                   the Trust. For example, this would include expenses in connection with
                                                   promoting the Trust, the acquisition or other dealing with Trust assets, tax
                                                   agents’ and delegates’ fees, the compliance committee established under
                                                   the Corporations Act, and the preparation of this PDS.
                                                   9.1.1.11 Changing the Trust Constitution
                                                   If a change to the Trust Constitution would not adversely affect Unitholders’
                                                   rights, it can be made by a deed executed by the Responsible Entity.
                                                   The change must otherwise be approved by a resolution passed by 75%
                                                   of votes cast by Unitholders entitled to vote on the resolution.




114   Mariner Securities Limited Mariner American Property Income Trust
9.1.1.12 Unitholder Meetings
The quorum for a meeting of Unitholders is at least two Unitholders holding
at least 10% of all Units. Unitholders’ rights to requisition, attend and vote at
meetings are mainly contained in the Corporations Act.
9.1.1.13 Termination of the Trust
The Trust terminates on the earliest of:
■   the date on which the Trust is removed from the Official List of ASX or Units
    are suspended from quotation on the Official List by ASX for a continuous
    period of 60 days;
■   a date determined by Unitholders by extraordinary resolution (as defined
    in the Corporations Act);
■   while the Trust is not a Registered Scheme, the date specified by the
    Responsible Entity on one month’s notice to Unitholders as the date
    of termination of the Trust; or
■   the date that the Trust terminates by law.
The net proceeds of realisation, after making allowance for all liabilities of the
Trust (actual and anticipated) and meeting the expenses (including anticipated
expenses) of the termination, must be distributed to Unitholders in proportion
to their holding of Units.
9.1.1.14 Transaction Costs
While the Trust Constitution authorises the Responsible Entity to include
transaction costs in calculation of unit prices, if the Trust is not listed it does
not intend at this time to recover transaction costs in relation to the Trust.
Accordingly, unless the Responsible Entity gives Unitholders prior notice, it
intends to calculate transaction costs as “nil”. If the Responsible Entity were to
charge transaction costs, it would only do so after providing Unitholders with
30 days notice in writing.
9.1.1.15 The Trust’s Compliance Plan
The Responsible Entity has established a compliance plan for the Trust that
is monitored by the Compliance Committee and the board of directors of the
Responsible Entity. The Compliance Committee consists of three members,
two of whom are external to the Responsible Entity.
The compliance plan addresses methods for ensuring compliance with
applicable laws, relevant provisions of the Corporations Act and regulations,
and the Trust’s Constitution.
Matters covered by the compliance plan include checking compliance
with procedures for complaints handling; applications, redemptions and
distributions; monitoring and resolution of suspected breaches of the
Corporations Act; audits, fees and related-party transactions; conflicts
of interest; and disclosure and reporting requirements.




                      Mariner Securities Limited Mariner American Property Income Trust   115
                                                   9.1.2 Mariner American Property Income REIT Limited
                                                   9.1.2.1 General
                                                   Mariner American Property Income REIT Limited (the US REIT) is a Maryland
                                                   (USA) corporation organised to qualify and operate as a real estate investment
                                                   trust (REIT), as defined in the U.S. Internal Revenue Code of 1986, as
                                                   amended (the Code). The Articles of Amendment and Restatement of Articles
                                                   of Incorporation of the US REIT (the Articles) and the Bylaws of the US REIT
                                                   (the Bylaws) are governed by the laws of the State of Maryland (USA). The
                                                   Articles provide that the board of directors of the US REIT (the Board) may
                                                   terminate the US REIT’s election to be treated as a REIT under the Code only
                                                   upon the vote of a majority of the voting power of the US REIT.
                                                   The Articles provide for the issuance of two classes of common stock,
                                                   Class A and Class B. The two classes of common stock are identical in all
                                                   respects other than voting rights. Subject to certain provisions, the holders
                                                   of Class A common stock have the right to vote on all matters presented
                                                   for a vote of stockholders. Except as otherwise required by law, the holders
                                                   of Class B common stock do not have voting rights.
                                                   The Articles also provide for the issuance of one or more series of preferred
                                                   stock. The voting rights, dividends and other terms of a series of preferred
                                                   stock are designated by the Board before the issuance of shares of that
                                                   series. The US REIT currently has designated and issued 125 shares of
                                                   12.5% Series A Cumulative Redeemable Non-Voting Preferred Stock
                                                   (Series A Preferred Stock). The holders of Series A Preferred Stock are
                                                   generally entitled to receive cumulative dividends semiannually at a per
                                                   annum rate equal to 12.5% of the liquidation value of US$1,000 per share
                                                   (the Liquidation Value). The Series A Preferred Stock is redeemable by the
                                                   Company for the Liquidation Value, plus accumulated and unpaid dividends
                                                   and, if redeemed before the year 2011, a redemption premium. In the event of
                                                   any dissolution, liquidation or winding up of the US REIT, the holders of Series
                                                   A Preferred Stock are entitled to receive assets of the US REIT before any
                                                   distribution of assets may be made to the holders of common stock or any
                                                   other series of preferred stock. Except in limited circumstances relating to
                                                   the rights of the Series A Preferred Stock and as otherwise required by law,
                                                   the holders of Series A Preferred Stock do not have voting rights.
                                                   9.1.2.2 Amendment to the Articles and Bylaws
                                                   The Articles may be amended by the affirmative vote of the Board and of
                                                   two-thirds of all of the votes of the stockholders of the US REIT entitled to
                                                   be cast on the matter. The Board has the exclusive power to amend, adopt,
                                                   alter or repeal any provision of the Bylaws and to make new Bylaws.
                                                   9.1.2.3 Distributions
                                                   The Board may authorise a distribution only if, after making the distribution,
                                                   the total assets of the US REIT will be greater than or equal to the US REIT’s
                                                   total liabilities and the US REIT will be able to pay its debts in the usual
                                                   course of business. No distribution will be paid on common stock unless
                                                   full cumulative dividends on the Series A Preferred Stock have been or
                                                   contemporaneously are declared and paid (or a sum sufficient for the payment
                                                   is appropriately reserved). Any distribution on common stock will be paid pro
                                                   rata to the holders of Class A common stock and Class B common stock,
                                                   subject to any preferential rights in favour of any preferred stock.




116   Mariner Securities Limited Mariner American Property Income Trust
                                               9.1.2.4 Restrictions on Ownership and Transfer
                                               The Articles contain certain restrictions and notification requirements
                                               in relation to ownership limits of shares in the capital of the US REIT
                                               (by persons other than Mariner American Property Income Trust and other
                                               Excluded Holders1). For the US REIT to qualify as a REIT under the Code,
                                               it cannot be ‘closely held’, meaning that no more than 50% in value of the
                                               shares of the US REIT may be owned, directly or indirectly, by five or fewer
                                               individuals during the last half of a taxable year (other than the first year
                                               for which an election to be treated as a REIT has been made) or during a
                                               proportionate part of a shorter taxable year. Even though Excluded Holders
                                               are generally excluded from the ownership restrictions in the Articles,
                                               an acquisition of interests in Mariner American Property Income Trust
                                               or another Excluded Holder that would otherwise cause the US REIT to
                                               become ‘closely held’ (e.g. an acquisition of Mariner American Property
                                               Income Trust by one individual) would trigger certain measures in the
                                               Articles designed to prevent this from occurring. The Articles also prohibit
                                               transfers of shares of the US REIT that would result in the US REIT having
                                               less than 100 shareholders.

                                               9.1.3 REIT Services Agreement
                                               9.1.3.1 General
                                               The REIT Services Agreement is between Mariner American Property Income
                                               REIT Limited (the US REIT) and Mariner Financial Inc. (the US Manager).
                                               The REIT Services Agreement sets out the terms under which the US
                                               Manager agrees to provide the US REIT with certain management services.
                                               9.1.3.2 Term
                                               The term of Agreement is indefinite, but is subject to termination upon at
                                               least 30 days notice (a) by the US REIT, in the event that it no longer directly
                                               or indirectly owns any interests in real property located in the US, (b) by the
                                               US REIT, in the event that the US Manager is no longer an affiliate of Mariner
                                               Financial Limited, or (c) by the US Manager, in the event that the US REIT is
                                               no longer managed by a direct or indirect subsidiary of, or an affiliate
                                               of, Mariner Financial Limited. Additionally, either party can terminate the
                                               Agreement immediately upon written notice to the other party upon the
                                               occurrence of certain events of default.
                                               9.1.3.3 The US Manager’s Duties
                                               The US Manager must provide services to the US REIT, including:
                                               ■   responsibility for the tax, legal and corporate structuring of ventures with
                                                   property assets in the US and provide ongoing cross-border tax and legal
                                                   structuring support on an as-needed basis;
                                               ■   US property related due diligence and feasibility analysis of US property
                                                   returns, including an independent review of industry and market practices;
                                                   and
                                               ■   providing administrative and executive support for the services and ensuring
                                                   efficient communication with US REIT and the Trust.




1 ‘Excluded Holder’ means any of Mariner American Property Income Trust, its subsidiaries and other wholly-owned affiliates, their
  respective successors and assigns and any custodian or trustee holding shares for the benefit of any of them.

                                                                       Mariner Securities Limited Mariner American Property Income Trust   117
                                                   9.1.3.4 Fees and Reimbursement of Expenses
                                                   As compensation for the services, the US Manager is entitled to a fee, payable
                                                   quarterly, equal to 3% of the US REIT’s revenue. The US Manager is also entitled
                                                   to reimbursement from the US REIT of its out-of-pocket expenses reasonably
                                                   incurred by the US Manager in connection with its performance of the services.
                                                   9.1.3.5 Indemnification
                                                   The US REIT indemnifies the US Manager and its respective directors, officers
                                                   and employees from any loss, claim, cost, expense or damage incurred or
                                                   suffered in connection with providing the US REIT with services pursuant to
                                                   the REIT Services Agreement. The US REIT will not be obliged to provide any
                                                   indemnity to the extent that any loss, expense or damage that the indemnified
                                                   party may have suffered as a result of its own gross negligence, bad faith or
                                                   wilful misconduct.

                                                   9.1.4 Limited Liability Company Agreement of Mariner
                                                         Derry Meadows, LLC
                                                   9.1.4.1 General
                                                   Mariner Derry Meadows, LLC (MDM) is a member-managed limited liability
                                                   company formed in Delaware pursuant to a Limited Liability Company
                                                   Agreement adopted by Mariner American Property Income REIT Limited
                                                   (the US REIT) as the Member and Manager. In order to meet certain lender
                                                   requirements to qualify as a special purpose entity, MDM also has an
                                                   independent manager and two springing members. MDM holds title to the
                                                   property commonly known as the Derry Meadows Shoppes in Derry, New
                                                   Hampshire (the Property). It is intended that MDM will be disregarded as
                                                   an entity separate from the US REIT for US federal income tax purposes.
                                                   9.1.4.2 Control and Management
                                                   The US REIT is the managing member of MDM and is responsible for its
                                                   management. However, the unanimous vote of all members and managers
                                                   (including the independent manager) is required in order to:
                                                   ■   take any bankruptcy action;
                                                   ■   dissolve, liquidate, consolidate, merge or sell all or substantially all of
                                                       MDM’s assets;
                                                   ■   amend the LLC Agreement; or
                                                   ■   engage in certain transactions with affiliates.
                                                   9.1.4.3 Transfer of Interests
                                                   For so long as a mortgage debt remains outstanding, MDM may have only
                                                   one member. Subject to the foregoing, one or more additional members of
                                                   MDM may be admitted to MDM with the written consent of the Member;
                                                   provided that so long as certain mortgage debt remains outstanding, no
                                                   additional Member may be admitted to MDM unless (1) there is a transfer
                                                   of 100% of the limited liability company interests to a single person or entity
                                                   and (2) the mortgage lender consents to such transfer, and (3) if the mortgage
                                                   loan has been sold in a securitisation, such transfer does not result in a
                                                   reduction, withdrawal, downgrade or qualification of the then current rating
                                                   by the rating agencies of the loan or any pool of loans of which the loan forms
                                                   a part or of any securities issued in connection with such securitisation.




118   Mariner Securities Limited Mariner American Property Income Trust
In addition, no transfer of any indirect ownership interest in MDM may be
made such that the transferee owns, in the aggregate with the ownership
interests of its affiliates and family members, more than a 49% indirect interest
in MDM unless the foregoing conditions are satisfied.
9.1.4.4 Allocations, Distributions and Capital Contributions
All items of income, gain, loss and deduction of MDM shall be allocated
among the members in accordance with their percentage membership
interests. Distributions of cash shall be made at such times, in such amounts
and in such manner as shall be determined by the managers, subject to any
restrictions contained in the debt documents. Members are required to make
any additional capital contributions required in the judgment of the manager.
9.1.4.5 Special Purpose Entity Provisions
MDM is a special purpose entity whose exclusive purpose is to engage
in activities relating to the Property. While any mortgage debt remains
outstanding, MDM is required to have at least one independent manager.
During such period, MDM is prohibited from owning any material assets
other than the Property or engaging in any business or activity other than
the ownership and operation of the Property. While the mortgage debt is
outstanding, certain additional restrictions exist on MDM’s activities; among
the other prohibited activities are the following:
■   merge into or consolidate with any person or entity or dissolve, terminate
    or liquidate in whole or in part, transfer or otherwise dispose of all or
    substantially all of its assets or change its legal structure, without the
    consent of its mortgage lender;
■   incur any debt other than the mortgage loan and ordinary course trade
    payables;
■   make loans or advances to any third party, including any member or
    affiliate; and
■   fail to maintain separate financial statements.
9.1.4.6 Indemnification
MDM indemnifies its members, managers and officers from any claims or
demands, though such indemnification obligations are subordinated to any
mortgage debt.

9.1.5 Limited Liability Company Agreement of Mariner Parsippany
      1515, LLC
9.1.5.1 General
Mariner Parsippany 1515, LLC (MP) is a member-managed limited liability
company formed in Delaware pursuant to a Limited Liability Company
Agreement adopted by Mariner American Property Income REIT Limited
(the US REIT) as the Member and Manager. In order to meet certain
lender requirements to qualify as a special purpose entity, MP also has an
independent manager and two springing members. Upon the closing, MP
will hold title to the property commonly known as 1515 Route 10, Parsippany,
New Jersey (the Property). It is intended that MP will be disregarded as an
entity separate from the US REIT for US federal income tax purposes.




                      Mariner Securities Limited Mariner American Property Income Trust   119
                                                   9.1.5.2 Control and Management
                                                   The US REIT is the managing member of MP and is responsible for its
                                                   management. However, the unanimous vote of all members and managers
                                                   (including the independent manager) is required in order to:
                                                   ■   take any bankruptcy action;
                                                   ■   dissolve, liquidate, consolidate, merge or sell all or substantially all of MP’s assets;
                                                   ■   amend the LLC Agreement; or
                                                   ■   engage in certain transactions with affiliates.
                                                   9.1.5.3 Transfer of Interests
                                                   For so long as the mortgage debt remains outstanding, MP may have only
                                                   one member. Subject to the foregoing, one or more additional members of MP
                                                   may be admitted to MP with the written consent of the Member; provided that
                                                   so long as certain mortgage debt remains outstanding, no additional Member
                                                   may be admitted to MP unless (1) there is a transfer of 100% of the limited
                                                   liability company interests to a single person or entity and (2) the mortgage
                                                   lender consents to such transfer, and (3) if the mortgage loan has been sold
                                                   in a securitisation, such transfer does not result in a reduction, withdrawal,
                                                   downgrade or qualification of the then current rating by the rating agencies
                                                   of the loan or any pool of loans of which the loan forms a part or of any
                                                   securities issued in connection with such securitisation. In addition, no transfer
                                                   of any indirect ownership interest in MP may be made such that the transferee
                                                   owns, in the aggregate with the ownership interests of its affiliates and family
                                                   members, more than a 49% indirect interest in MP unless the foregoing
                                                   conditions are satisfied.
                                                   9.1.5.4 Allocations, Distributions and Capital Contributions
                                                   All items of income, gain, loss and deduction of MP shall be allocated among
                                                   the members in accordance with their percentage membership interests.
                                                   Distributions of cash shall be made at such times, in such amounts and
                                                   in such manner as shall be determined by the managers, subject to any
                                                   restrictions contained in the debt documents. Members are required to make
                                                   any additional capital contributions required in the judgment of the manager.
                                                   9.1.5.5 Special Purpose Entity Provisions
                                                   MP is a special purpose entity whose exclusive purpose is to engage
                                                   in activities relating to the Property. While any mortgage debt remains
                                                   outstanding, MP is required to have at least one independent manager.
                                                   During such period, MP is prohibited from owning any material assets
                                                   other than the Property or engaging in any business or activity other than
                                                   the ownership and operation of the Property. While the mortgage debt is
                                                   outstanding, certain additional restrictions exist on MP’s activities; among
                                                   the other prohibited activities are the following:
                                                   ■   merge into or consolidate with any person or entity or dissolve, terminate
                                                       or liquidate in whole or in part, transfer or otherwise dispose of all or
                                                       substantially all of its assets or change its legal structure, without the
                                                       consent of its mortgage lender;
                                                   ■   incur any debt other than the mortgage loan and ordinary course trade
                                                       payables;
                                                   ■   make loans or advances to any third party, including any member or affiliate;
                                                   ■   fail to maintain separate financial statements.



120   Mariner Securities Limited Mariner American Property Income Trust
9.1.5.6 Indemnification
MP indemnifies its members, managers and officers from any claims or
demands, though such indemnification obligations are subordinated to any
mortgage debt.

9.1.6 Limited Liability Company Agreement of Mariner Bedford Wood
      Management, LLC
9.1.6.1 General
Mariner Bedford Wood Management, LLC (MBWM) is a limited liability
company formed in Delaware pursuant to a Limited Liability Company
Agreement adopted by Mariner American Property Income REIT Limited
(the US REIT) as the Member. MBWM is the Manager and sole Member
of Mariner Bedford Wood, LLC, which holds title to the property commonly
known as the Bedford Woods Office Park in Bedford Woods, Massachusetts
(the Property). It is intended that MBWM will be disregarded as an entity
separate from the US REIT for US federal income tax purposes.
9.1.6.2 Control and Management
MBWM is managed by a Board of Directors consisting of five Directors
designated by the Member. In order to meet certain lender requirements
to qualify as a special purpose entity, two of the Directors of MBWM are
independent directors and springing members. The Board of Directors is
responsible for the management of MBWM, and may act by a majority of
Directors except as otherwise set forth in the LLC Agreement. The unanimous
vote of all Directors (including the independent directors) is required in order to:
■   take any bankruptcy action;
■   dissolve, liquidate, consolidate, merge or sell all or substantially all of
    MBWM’s assets;
■   amend the LLC Agreement; or
■   engage in certain transactions with affiliates.
9.1.6.3 Transfer of Interests
The US REIT may assign in whole or in part its limited liability company
interest in MBWM. If the US REIT transfers all of its limited liability company
interest in MBWM, the transferee shall be admitted to MBWM as a member
of MBWM upon its execution of an agreement to be bound by the terms
and conditions of the LLC Agreement, provided that so long as the mortgage
debt remains outstanding, no new member may be admitted without the
prior written consent of the lender or ratings agency, as applicable.
9.1.6.4 Allocations, Distributions and Capital Contributions
Distributions shall be made to the US REIT as Member at the times and in
the aggregate amounts determined by the Board of Directors, unless such
distribution would violate any applicable law or any applicable loan document.
The Member is not required to make any additional capital contributions
required but may do so at any time upon its written consent.




                       Mariner Securities Limited Mariner American Property Income Trust   121
                                                   9.1.6.5 Special Purpose Entity Provisions
                                                   MBWM is a special purpose entity whose exclusive purpose is to engage
                                                   in activities relating to the management and ownership of the membership
                                                   interest in Mariner Bedford Wood, LLC. While any mortgage debt remains
                                                   outstanding, MBWM is required to have at least two independent directors.
                                                   During such period, MBWM is prohibited from owning any material assets
                                                   other than the Property or engaging in any business or activity other than
                                                   the ownership and operation of the Property. While the mortgage debt is
                                                   outstanding, certain additional restrictions exist on MBWM’s activities;
                                                   among the other prohibited activities are the following:
                                                   ■   merge into or consolidate with any person or entity or dissolve, terminate
                                                       or liquidate in whole or in part, transfer or otherwise dispose of all or
                                                       substantially all of its assets or change its legal structure, without the
                                                       consent of its mortgage lender;
                                                   ■   incur any debt other than ordinary course trade payables; and
                                                   ■   make loans or advances to any third party, including any member or affiliate.
                                                   9.1.6.6 Indemnification
                                                   MBWM indemnifies its members, managers and officers from any claims
                                                   or demands, though such indemnification obligations are subordinated
                                                   to any mortgage debt.

                                                   9.1.7 Limited Liability Company Agreement of Mariner Bedford
                                                         Wood, LLC
                                                   9.1.7.1 General
                                                   Mariner Bedford Wood, LLC (MBW) is a limited liability company formed
                                                   in Delaware pursuant to a Limited Liability Company Agreement adopted
                                                   by Mariner Bedford Woods Management, LLC (the Manager) as the Member
                                                   and Manager. MBW holds title to the property commonly known as the
                                                   Bedford Woods Office Park in Bedford Woods, Massachusetts (the Property).
                                                   It is intended that MBW will be disregarded as an entity separate from Mariner
                                                   American Property Income REIT Limited (the US REIT) for US federal income
                                                   tax purposes.
                                                   9.1.7.2 Control and Management
                                                   The Manager is the managing member of MBW and is responsible for its
                                                   management, with full power and authority to manage, control, administer,
                                                   and operate the business and affairs of MBW, subject in all cases to the
                                                   other provisions of the LLC Agreement (including the single purpose entity
                                                   provisions) and the requirements of applicable law.
                                                   9.1.7.3 Transfer of Interests
                                                   The membership interest in MBW is not assignable in whole or in part.
                                                   9.1.7.4 Allocations, Distributions and Capital Contributions
                                                   The Manager shall distribute net cash flow from time to time, as it deems
                                                   appropriate in its sole and uncontrolled discretion. Except for additional capital
                                                   contributions by the Manager as were required to permit MBW to acquire the
                                                   Property, the Manager shall not be obligated to make any additional capital
                                                   contribution but may do so upon its written consent.




122   Mariner Securities Limited Mariner American Property Income Trust
9.1.7.5 Special Purpose Entity Provisions
MBW is a special purpose entity whose exclusive purpose is to engage
in activities relating to the Property. While any mortgage debt remains
outstanding, MBW is prohibited from owning any material assets other than
the Property or engaging in any business or activity other than the ownership
and operation of the Property. While the mortgage debt is outstanding, certain
additional restrictions exist on MBW’s activities; among the other prohibited
activities are the following:
■   merge into or consolidate with any person or entity or dissolve, terminate
    or liquidate in whole or in part, transfer or otherwise dispose of all or
    substantially all of its assets or change its legal structure, without the
    consent of its mortgage lender;
■   incur any debt other than the mortgage loan and ordinary course trade
    payables; and
■   make loans or advances to any third party, including any member or affiliate.
9.1.7.6 Indemnification
MBW indemnifies its members, managers and officers from any claims or
demands, though such indemnification obligations are subordinated to any
mortgage debt.

9.1.8 Limited Liability Company Agreement of Mariner Montgomery
      Terminal, LLC
9.1.8.1 General
Mariner Montgomery Terminal, LLC (MMT) is a member-managed limited
liability company formed in Delaware pursuant to a Limited Liability Company
Agreement adopted by Mariner American Property Income REIT Limited
(the US REIT) as the Member and Manager. In order to meet certain lender
requirements to qualify as a special purpose entity, MMT also has an
independent manager and two springing members. MMT holds beneficial title
to the property commonly known as the FedEx Freight Terminal located at
191 Neelytown Road in Montgomery, New York (the Property). It is intended
that MMT will be disregarded as an entity separate from the US REIT for
US federal income tax purposes.
9.1.8.2 Control and Management
The US REIT is the managing member of MMT and is responsible for its
management. However, the unanimous vote of all members and managers
(including the independent manager) is required in order to:
■   take any bankruptcy action;
■   dissolve, liquidate, consolidate, merge or sell all or substantially all of
    MMT’s assets;
■   amend the LLC Agreement; or
■   engage in certain transactions with affiliates.




                       Mariner Securities Limited Mariner American Property Income Trust   123
                                                   9.1.8.3 Transfer of Interests
                                                   For so long as any mortgage debt remains outstanding, MMT may have only
                                                   one member. Subject to the foregoing, one or more additional members
                                                   of MMT may be admitted to MMT with the written consent of the Member;
                                                   provided that so long as certain mortgage debt remains outstanding, no
                                                   additional Member may be admitted to MMT unless (1) there is a transfer of
                                                   100% of the limited liability company interests to a single person or entity and
                                                   (2) the mortgage lender consents to such transfer, and (3) if the mortgage loan
                                                   has been sold in a securitisation, such transfer does not result in a reduction,
                                                   withdrawal, downgrade or qualification of the then current rating by the rating
                                                   agencies of the loan or any pool of loans of which the loan forms a part or of
                                                   any securities issued in connection with such securitisation. In addition, no
                                                   transfer of any indirect ownership interest in MMT may be made such that the
                                                   transferee owns, in the aggregate with the ownership interests of its affiliates
                                                   and family members, more than a 49% indirect interest in MMT unless the
                                                   foregoing conditions are satisfied.
                                                   9.1.8.4 Allocations, Distributions and Capital Contributions
                                                   All items of income, gain, loss and deduction of MMT shall be allocated
                                                   among the members in accordance with their percentage membership
                                                   interests. Distributions of cash shall be made at such times, in such amounts
                                                   and in such manner as shall be determined by the managers, subject to any
                                                   restrictions contained in the debt documents. Members are required to make
                                                   any additional capital contributions required in the judgment of the manager.
                                                   9.1.8.5 Special Purpose Entity Provisions
                                                   MMT is a special purpose entity whose exclusive purpose is to engage
                                                   in activities relating to the Property. While any mortgage debt remains
                                                   outstanding, MMT is required to have at least one independent manager.
                                                   During such period, MMT is prohibited from owning any material assets
                                                   other than the Property or engaging in any business or activity other than
                                                   the ownership and operation of the Property. While the mortgage debt is
                                                   outstanding, certain additional restrictions exist on MMT’s activities; among
                                                   the other prohibited activities are the following:
                                                   ■   merge into or consolidate with any person or entity or dissolve, terminate
                                                       or liquidate in whole or in part, transfer or otherwise dispose of all or
                                                       substantially all of its assets or change its legal structure, without the
                                                       consent of its mortgage lender;
                                                   ■   incur any debt other than the mortgage loan and ordinary course trade
                                                       payables; and
                                                   ■   make loans or advances to any third party, including any member
                                                       or affiliate.
                                                   9.1.8.6 Indemnification
                                                   MMT indemnifies its members, managers and officers from any claims or
                                                   demands, though such indemnification obligations are subordinated to any
                                                   mortgage debt.




124   Mariner Securities Limited Mariner American Property Income Trust
9.1.9 Lease and Guaranty (Intel Buildings, New Jersey)
The Lease (Lease) is between 1515 Route 10, Inc. (Landlord) and Intel Europe,
Inc. (Tenant). Pursuant to the Lease, Landlord leases to Tenant certain land
and two buildings located at 1515 Route 10 in Parsippany and Hanover, New
Jersey for a term ending on 31 December 2015.
Pursuant to the Lease, Tenant is responsible for the performance and
payment of all costs and expenses associated with the ownership and use
of the property, including all maintenance and repair costs, insurance and
property taxes. Tenant indemnifies Landlord against any costs or damages
arising out of the property or Tenant’s use thereof, including costs due to any
environmental hazards. Tenant does not have any right to terminate the Lease,
whether on account of casualty, condemnation or otherwise. Tenant pays a
level rent during the entire term.
Payment of Tenant’s monetary obligations under the Lease are guaranteed
by Intel Corporation (Guarantor) pursuant to an unconditional and irrevocable
Guaranty. Guarantor’s liability under the Guaranty is primary; Landlord may
proceed against Guarantor without demand against Tenant. Guarantor’s
liability under the Guaranty will not be modified or diminished by any
bankruptcy of Tenant.

9.1.10 RSA Purchase and Sale Agreement
The Purchase and Sale Agreement (the Agreement) is between Mariner
Bedford Wood, LLC (as successor to Centermark Properties, Inc.) (Purchaser)
and Bedford Woods Limited Partnership II (Seller). The Agreement is a
purchase and sale contract that sets out the terms under which Purchaser
acquired certain property commonly known as the Bedford Woods Office
Park, located at 174 and 176 Middlesex Turnpike, Bedford, Massachusetts
and consisting of two buildings leased to RSA Security, Inc. and containing
a total of approximately 328,232 square feet of building area and 960
parking spaces. Purchaser’s acquisition of the property was completed on
7 December 2005.
Certain of Seller’s representations and warranties made in the Agreement
survive the closing for a period of 12 months after closing (until 7 December
2006). Seller’s surviving representations and warranties include the following
matters, some of which are limited to Seller’s knowledge:
■   there are no existing defaults or outstanding obligations under the existing
    leases with RSA Security, Inc.;
■   there are no actions, suits or proceedings, including condemnation or
    eminent domain proceedings, pending which, if adversely determined,
    would materially and adversely affect the property;
■   Seller is not in default with respect to any judgment, order, writ, injunction,
    rule or regulation of any court or governmental agency in any way affecting
    the property or its sale to Purchaser, and Seller has received no written
    notice and has no knowledge of any pending suits, orders, decrees or
    judgments relating to or any violations of any laws, ordinances, codes,
    regulations or other governmental requirements relating to the property or
    its construction, operation or use;




                      Mariner Securities Limited Mariner American Property Income Trust   125
                                                   ■   Seller has not received any notice of changes in current zoning, subdivision
                                                       or other land use permits for the property, or any plans to restrict or change
                                                       access to and from the property; and
                                                   ■   Seller has no employees for whom Purchaser would have any liability after
                                                       the closing, and there are no leasing commission agreements which would
                                                       bind Purchaser after the closing.
                                                   At the closing, a portion of the property was leased to Bedford Woods Limited
                                                   Partnership I (Ground Tenant), an affiliate of Seller, pursuant to the terms of
                                                   a Ground Lease. The Ground Lease is a triple net lease with Ground Tenant
                                                   responsible for payment of the carrying costs associated with the ground
                                                   leased parcel. Ground Tenant is solely responsible for, and indemnifies
                                                   Purchaser against, any costs of subdividing the ground leased parcel and
                                                   any reasonable costs incurred in connection therewith. Seller represents and
                                                   warrants to Purchaser in the Agreement that the execution of the Ground
                                                   Lease shall not create any violation of zoning, subdivision or other applicable
                                                   laws with respect to the property.
                                                   Seller granted to Purchaser at closing a right of first refusal to purchase
                                                   two adjacent lots on which Seller has obtained all necessary permits and
                                                   approvals to construct approximately 380,000 square feet of building area.
                                                   This right of first refusal is subordinate to RSA Security, Inc.’s right of first
                                                   refusal granted by the existing leases with respect to the same two lots.

                                                   9.1.11 RSA Lease Agreement
                                                   The Leases (Leases) are between Mariner Bedford Wood, LLC (Landlord)
                                                   (successor in interest to Bedford Woods Limited Partnership II, a
                                                   Massachusetts limited partnership) and RSA Security Inc. (Tenant). There are
                                                   two separate leases (one for each of Building 3 and Building 4), which are
                                                   substantially similar; their material differences are set forth below. Pursuant to
                                                   the Leases, Landlord leases to Tenant certain land and two buildings located
                                                   at 174-176 Middlesex Turnpike in Bedford, Massachusetts for a term ending
                                                   on 9 December 2016.
                                                   Tenant’s rent during the initial term is fixed pursuant to the terms of the Leases,
                                                   with incremental increases in varied intervals every three to five years.
                                                   Pursuant to the Leases, Tenant also pays to Landlord, as additional rent,
                                                   100% of the operating expenses associated with the ownership and use
                                                   of the property, including all maintenance and repair costs, insurance and
                                                   property taxes. Tenant pays utilities directly to the applicable service providers.
                                                   Tenant does not have any right to terminate the Lease, except in cases of
                                                   casualty or condemnation where all or part of the Premises would require more
                                                   than 12 months to rebuild, or more than 35% of the floor area of the Building
                                                   or more than 25% of the parking area are damaged or condemned.
                                                   In both Leases, Tenant has a Right of First Offer to purchase the property
                                                   if Landlord offers the property for sale.
                                                   The Lease for Building 3 provides Tenant with an Expansion Option for the
                                                   construction of two expansion buildings on Lots 1 and 2 (responsibility for
                                                   the construction of any such expansion was retained by the original landlord
                                                   upon Landlord’s acquisition of the property and assumption of the Leases).
                                                   Landlord agrees not to construct other improvements on the expansion
                                                   premises until this right has been terminated. The Expansion Option will expire
                                                   if Tenant either waives or fails to timely exercise same.



126   Mariner Securities Limited Mariner American Property Income Trust
The Lease for Building 3 provides Tenant with a Right of First Refusal to lease
either or both of the proposed Building 1 and Building 2 spaces. The Right of
First Refusal is exercisable following Landlord’s receipt of a letter of intent from
another prospective tenant which Landlord intends to accept.
The property is subject to a Special Permit from the Town of Bedford,
Massachusetts for increased number of parking spaces. Tenant must
cooperatively participate in and actively support Landlord’s and/or the office
park’s Transportation Demand Management Plan to help achieve the goal of
peak hour traffic reduction.

9.1.12 FedEx Sale and Purchase Agreement
The Sale-Purchase Agreement (the Agreement), dated 12 October
2005, is between Mariner Montgomery Terminal, LLC (Purchaser) and
Setzer Properties, LLC (Seller). The Agreement was amended by a
First Amendment to Sale-Purchase Agreement (the Amendment) dated
18 October 2005. The Agreement is a purchase and sale contract that sets
out the terms under which Purchaser acquired beneficial title in certain
land (the Land) and ownership to certain improvements (the Improvements)
commonly known as the FedEx Freight Terminal, a freight terminal and office
building located at 191 Neelytown Road in Montgomery, New York
(the Land and the Improvements are collectively, the Property).
Fee title to the Land is currently held by the Town of Montgomery Industrial
Development Agency (the IDA). As contemplated by the Agreement, on the
Closing Date, Seller conveyed ownership of the Improvements to Purchaser
pursuant to a Bill of Sale and Blanket Assignment and assigned its beneficial
interest in the Land pursuant to an assignment of its rights, title and interest in
(i) a certain Sale Agreement dated 14 May 2002 by and between the IDA and
Seller (the IDA Sale Agreement) and (ii) a Payment-In-Lieu-Of-Tax Agreement
dated 1 May 2002 by and between Seller and the IDA (the PILOT Agreement).
Purchaser’s acquisition of the existing Improvements was completed on
16 November 2005 (the Closing Date). Pursuant to the Agreement and the
FedEx Lease, Seller is currently in the process of constructing on the Land
an expansion of the existing Improvements (the Phase II Improvements).
Under the Agreement, Purchaser will acquire the Phase II Improvements
at a subsequent closing scheduled to occur on or about 30 April 2006
(the Second Closing Date). Purchaser’s obligation to acquire the Phase II
Improvements is subject to certain conditions, including the following:
■   the title insurance policy issued to Purchaser must be re-issued with
    an effective date of the Second Closing Date and the insured amount
    thereunder increased to reflect the payment of amounts paid for the
    Phase II Improvements at the Second Closing Date;
■   the appropriate governmental authorities shall have issued a permanent
    certificate of occupancy with respect to the Phase II Improvements;
■   all bills for labour and material furnished in connection with the construction
    of the Phase II Improvements shall have been paid in full by Seller;
■   Seller’s architect and Purchaser’s inspecting architect shall have certified
    that the Phase II Improvements have been substantially completed in
    accordance with the plans and specifications; and
■   the tenant shall have begun paying rent with respect to the
    Phase II Improvements.


                      Mariner Securities Limited Mariner American Property Income Trust   127
                                                   Certain of Seller’s representations and warranties made in the Agreement
                                                   survive the closing for a period of one year after the initial Closing Date
                                                   (until 16 November 2006) and one year after the Second Closing Date, as
                                                   applicable. Seller’s surviving representations and warranties include the
                                                   following matters, some of which are limited to Seller’s knowledge:
                                                   ■   there is no litigation, proceeding (zoning or otherwise) or governmental
                                                       investigation pending or threatened against or related to the Property;
                                                   ■   all utilities serving the Property are supplied directly to the Property by
                                                       facilities of public utilities;
                                                   ■   there are no employees of Seller who work at the Property or the
                                                       employment obligations of which will bind Purchaser or the Property
                                                       upon and after the Closing Date;
                                                   ■   all required permits have been issued and are in full force and effect;
                                                       the Property and the present use and condition thereof do not violate
                                                       any applicable deed restrictions, zoning or subdivision regulations urban
                                                       redevelopment plans, and are not designated by any governmental agency
                                                       to be in a flood plain area; and are not in violation of any local, state or
                                                       federal environmental laws;
                                                   ■   the IDA is the owner of fee title to the Land, and the Land is free and clear
                                                       of all unpermitted liens and encumbrances;
                                                   ■   other than the lease to FedEx Freight East, Inc., there are no presently
                                                       effective leases or other agreements with respect to the leasing, use or
                                                       occupancy of the Land or Improvements or any part thereof;
                                                   ■   the Land is properly zoned to permit construction and operation of the
                                                       Improvements thereon (including, without limitation, the Phase II Improvements);
                                                   ■   the Phase II Improvements, if built and constructed in accordance with the
                                                       plans and specifications delivered in connection with the Agreement will
                                                       conform to, and be in compliance with, all applicable federal, state and local
                                                       laws and ordinances;
                                                   ■   Seller has received no notice of violations of any laws, ordinances, orders
                                                       or requirements of any governmental authority, agency or officer having
                                                       jurisdiction against or affecting the Premises, or with respect to the
                                                       operation thereof, which have not been previously complied with;
                                                   ■   except as permitted by applicable environmental laws, no hazardous
                                                       substances are present in, on or under the Property; and
                                                   ■   the IDA Sale Agreement and the PILOT Agreement are in full force
                                                       and effect.
                                                   Seller’s continuing obligations under the Agreement, including those relating
                                                   to the construction of the Phase II Improvements, are guaranteed by Seller
                                                   pursuant to a separate completion and payment guaranty.




128   Mariner Securities Limited Mariner American Property Income Trust
9.1.13 Subscription Agreements
On 14 November 2005 and on 15 December 2005, the Responsible Entity,
as responsible entity for the Trust, and the US REIT entered into subscription
agreements (the Subscription Agreements) whereby the Trust subscribed
for 210 shares and 30 shares respectively of Class A common stock (the
Subscribed Shares) for a price of US$50,000 per share, or US$10,500,000
in the aggregate. The Subscribed Shares were issued on 14 November 2005
and on 15 December 2005 to Cogent Nominees Pty Limited, as custodian for
the Trust. Pursuant to the Subscription Agreement, the US REIT must prepare
and deliver to the Responsible Entity, for so long as the Trust or one of its
affiliates is a stockholder of the US REIT:
■    certain monthly, quarterly and semi-annual unaudited financial statements;
■    certain annual audited financial statements;
■    a 12 month, 24 month and 36 month budget for the US REIT and its
     subsidiaries on an annual basis;
■    a forecast of the US REIT and its subsidiaries on an annual basis; and
■    copies of monthly reports received from property managers of the
     properties owned by the US REIT and its subsidiaries.

9.1.14 Debt Facilities

    SENIOR DEBT FACILITY FOR DERRY MEADOWS

    Facility             US$21.5 million

    Lender               Morgan Stanley Mortgage Capital Inc.

    Term                 Five years

    Expiry               10 October 2010

    Purpose              Permanent senior debt funding for Derry Meadows

    Interest rate        4.93% p.a.

    Amortisation         Interest only

    Security             First mortgage secured over Derry Meadows

    SENIOR DEBT FACILITY FOR INTEL CAMPUS

Facility                 US$44 million

Lender                   Lehman Brothers FSB

Term                     Five years

Expiry                   11 January 2011

Purpose                  Permanent senior debt funding for Intel Campus

Interest rate            5.35% p.a.

Amortisation             Interest only

Security                 First mortgage secured over Intel Campus


                       Mariner Securities Limited Mariner American Property Income Trust   129
                                                       SENIOR DEBT FACILITY FOR RSA SECURITY CAMPUS

                                                       Facility                 US$68.44 million
                                                       Lender                   Commonwealth Bank of Australia
                                                       Term                     Five years
                                                       Expiry                   6 December 2010
                                                       Purpose                  Permanent senior debt funding for RSA Security Campus
                                                       Interest rate            LIBOR + 0.75% (fixed under a swap agreement with
                                                                                the lender at 5.80% p.a.)
                                                       Amortisation             Interest only
                                                       Security                 First mortgage secured over RSA Security Campus
                                                                                and a cash deposit

                                                       TEMPORARY SENIOR DEBT FACILITY FOR FEDEX TERMINAL1

                                                       Lender                   Wachovia Bank, NA
                                                       Term                     Six months
                                                       Expiry                   16 May 2006
                                                       Purpose                  Temporary debt finance for the FedEx Terminal
                                                       Interest rate            LIBOR + 1.55%
                                                       Amortisation             Interest only
                                                       Security                 First mortgage over the FedEx Terminal

                                                       WORKING CAPITAL FACILITY FOR US REIT

                                                       Facility                 US$5 million revolving line of credit
                                                       Lender                   TD BankNorth
                                                       Term                     Two years
                                                       Expiry                   12 December 2008
                                                       Purpose                  To fund anticipated tenant improvements, leasing
                                                                                commission expenses, and any capital items in
                                                                                connection with Derry Meadows and the Intel Campus
                                                       Interest rate            LIBOR + 2%
                                                       Amortisation             Interest only
                                                       Security                 Pledge of ownership interest in Mariner Derry
                                                                                Meadows, LLC and Mariner Parsippany, LLC




      1 The Wachovia loan is a temporary loan which is expected to be refinanced on terms similar to the RSA loan on completion of the Extension.

130   Mariner Securities Limited Mariner American Property Income Trust
9.1.15 FedEx Lease and Guaranty
The Lease Agreement, dated 10 May 2002, as amended by a First Amendment
to Lease Agreement dated 26 August 2005 (the First Amendment; as so
amended, the Lease) is originally between Setzer Properties, LLC (Setzer) and
FedEx Freight East, Inc. (Tenant). Setzer assigned its rights as landlord under
the Lease to Mariner Montgomery Terminal, LLC (Landlord) in connection with
the acquisition of the FedEx Freight Terminal by Landlord.
Pursuant to the Lease, Landlord leases to Tenant certain property located at
191 Neelytown Road, Montgomery, New York (the Premises) for a term ending
on 31 July 2018. Pursuant to the First Amendment, Landlord is obligated to
construct certain additional improvements to be leased to Tenant, including
73 new dock doors. These additional improvements are also contemplated
in the Sale-Purchase Agreement between Setzer and Landlord, and are to
be constructed by Setzer. Upon completion and delivery of the expansion
improvements, base rent will be adjusted pursuant to the First Amendment.
Pursuant to the Lease, Tenant pays as additional rent all real estate taxes and
special assessments levied against the Premises, and Tenant pays directly for
all utilities and other services furnished to the Premises. Tenant indemnifies
Landlord against any costs or damages arising out of the death or injury to
any person, or the damage to any property, including costs or damages due
to any environmental hazards, arising out of Tenant’s use of the Premises or
from Tenant’s negligent or intentional acts or omissions.
Tenant may terminate the Lease upon 30 days advance written notice
if a certificate of occupancy or other governmental use authorisation is
revoked due to Landlord’s failure to construct the additional improvements
in accordance with the plans set out in the Lease and Tenant can no longer
operate its business in the Premises as a consequence.
Tenant’s obligations under the Lease are guaranteed by its corporate parent,
FedEx Corporation.

9.1.16 Underwriting Agreement
The Responsible Entity has entered into an Underwriting Agreement with
the Underwriter under which the Underwriter has agreed to underwrite
the Rights Issue and the Public Offer.
The material terms of the Underwriting Agreement are summarised below.
Capitalised terms used in this section 9.1.16 not defined in the Glossary have
the meaning given to them in the Underwriting Agreement.
9.1.16.1 Underwriting
Under the Underwriting Agreement, the Underwriter has agreed to underwrite
the application for Offer Securities under the Rights Issue and the Public
Offer. If the Responsible Entity does not receive valid applications for all of the
Offer Securities, the Underwriter must lodge or cause to be lodged with the
Responsible Entity valid applications for the number of shares for which valid
applications have not otherwise been received.




                     Mariner Securities Limited Mariner American Property Income Trust   131
                                                   The obligations of the Underwriter under the Underwriting Agreement are
                                                   subject to and conditional upon:
                                                   ■   the delivery to the Underwriter of a duly executed Closing Certificate in
                                                       accordance with the Underwriting Agreement;
                                                   ■   the Underwriting Agreement not having been terminated (see below); and
                                                   ■   ASX indicating that it will grant permission for the official quotation on ASX
                                                       of the Offer Securities (subject only to customary pre-quotation listing
                                                       conditions) on or before 5.00pm on the Closing Date.
                                                   9.1.16.2 Fees
                                                   The Responsible Entity has agreed to pay to the Underwriter, upon completion
                                                   of the Offers:
                                                   ■   a Lead Management Fee equal to 1.75% plus GST of the total proceeds of
                                                       the Offers; and
                                                   ■   an Underwriting Fee equal to 2.50% of the total proceeds of the Offers.
                                                   Whether or not completion of the Offers occurs, the Responsible Entity must
                                                   pay any stamp duty payable in respect of the Underwriting Agreement and
                                                   the costs and expenses of and incidental to the Offers.
                                                   9.1.16.3 Representations, Warranties, Undertakings and Indemnity
                                                   The Underwriting Agreement contains various representations, warranties
                                                   and undertakings from the Responsible Entity. This includes an undertaking that
                                                   the Responsible Entity will not, without the prior consent of the Underwriter (such
                                                   consent not to be unreasonably withheld or delayed), at any time after execution
                                                   of the Underwriting Agreement and before the expiration of six months after the
                                                   date of issue of Offer Securities, agree to issue, offer for subscription or grant any
                                                   option over, or indicate in any way that it may or will issue, agree to issue, offer
                                                   for subscription or grant any option over, any Units or other interests in the Trust
                                                   (or securities or interests convertible or exchangeable into Units or other interests
                                                   in the Trust) or permit a Subsidiary of the Responsible Entity to do any of the
                                                   foregoing, or do anything economically equivalent to any of the foregoing, other
                                                   than under the Offers – provided that nothing in this paragraph will prevent the
                                                   Responsible Entity from issuing any securities pursuant to:
                                                   ■   any employee incentive scheme (as defined in the ASX Listing Rules); or
                                                   ■   any distribution reinvestment plan,
                                                   described in this PDS or publicly disclosed by the Responsible Entity prior
                                                   to the date of the Underwriting Agreement.
                                                   Subject to certain exclusions, the Responsible Entity has agreed to indemnify
                                                   the Underwriter, its Related Parties and its officers, directors, employees and
                                                   advisers from and against any and all liability in connection with the Offer.




132   Mariner Securities Limited Mariner American Property Income Trust
9.1.16.4 Termination
The Underwriter may at any time by notice given to the Responsible Entity
immediately, without cost or liability to itself, terminate the Underwriting
Agreement so that it is relieved of all its obligations under the Underwriting
Agreement if any of the following events occurs before the Completion of the
Offers:
(a) (index fall) the S&P/ASX 200 Index or the S&P/ASX 200 Property Index
    (each a Relevant Index):
   (i)   closes on three consecutive Business Days at a level that is more than
         10% below its level as at 5.00pm on the Business Day immediately
         preceding the date of the Underwriting Agreement (the Starting Level); or
   (ii) closes on a day which is less than three Business Days before
        Completion of the Offer at a level which is 10% or more below the
        Starting Level and closes at that or a lower level on each subsequent
        Business Day that is prior to the Business Day on which Completion
        of the Offers occurs;
(b) (Bond Yields) the yields for either of the Bonds outlined below increase
    by more than 150 basis points above the yields for those same Bonds
    as at 5.00pm on the Business Day immediately before the date of the
    Underwriting Agreement (as published in the Australian Financial Review
    on the date of the Underwriting Agreement):
   (i)   Treasury Bonds issued by the US Federal Reserve (10 year tenor); or
   (ii) Government Bonds issued by the Commonwealth of Australia
        (10 year tenor);
(c) (lodgement) the Responsible Entity fails to lodge this PDS with ASIC
    on the date of the Underwriting Agreement (or such later date as may
    be agreed in writing with the Underwriter);
(d) (material adverse change) there is a material adverse change or any
    development involving a prospective material adverse change in the
    condition, financial or otherwise, or in the assets, earnings, business,
    results of operations, management or prospects of the Trust from
    that described in this PDS;
(e) (ASIC action) ASIC:
   (i)   makes an order or interim order under section 1020E of the
         Corporations Act concerning this PDS or any Supplementary PDS;
   (ii) applies for an order under section 1324B or section 1325 of the
        Corporations Act in relation to the Responsible Entity, this PDS, any
        Supplementary PDS or an Offer and that application is not dismissed
        or withdrawn within five Business Days after it is made;
   (iii) holds, or gives notice of intention to hold, a hearing or investigation in
         relation to the Responsible Entity, this PDS, any Supplementary PDS
         or an Offer (whether under section 1020E of the Corporations Act or
         otherwise); or




                      Mariner Securities Limited Mariner American Property Income Trust   133
                                                       (iv) (A) prosecutes or gives notice of an intention to prosecute; or
                                                             (B) commences proceedings against, or gives notice of an intention
                                                                 to commence proceedings against,
                                                             the Responsible Entity or any of its directors, officers, employees or
                                                             agents in relation to this PDS, any Supplementary PDS or an Offer;
                                                   (f) (consent)
                                                       (i)   any person whose consent to the issue of this PDS or any
                                                             Supplementary PDS is required by the Corporations Act and who
                                                             has previously consented to this PDS or any Supplementary PDS
                                                             withdraws such consent; or
                                                       (ii) any person otherwise named in this PDS or any Supplementary
                                                            PDS with their consent (other than the Underwriter) withdraws
                                                            such consent;
                                                   (g) (withdrawal of PDS) the Responsible Entity withdraws this PDS or the
                                                       invitations to apply for Offer Securities under this PDS;
                                                   (h) (ASX)
                                                       (i)   unconditional approval (or conditional approval, provided such
                                                             conditions are customary or otherwise acceptable to the Underwriter)
                                                             by ASX for official quotation of the Offer Securities on ASX is refused
                                                             or not granted on or before 5.00pm on the Closing Date or if granted,
                                                             the approval is subsequently withdrawn, qualified or withheld (or ASX
                                                             indicates to the Responsible Entity or the Underwriter that approval
                                                             is likely to be withdrawn, qualified or withheld) before Completion of
                                                             the Offers; or
                                                       (ii) ASX suspends official quotation of the Units on ASX or removes
                                                            the Scheme from the official list of ASX;
                                                   (i) (certificates) the opening certificate or closing certificate is not
                                                       furnished by the Responsible Entity in accordance with the Underwriting
                                                       Agreement, or a statement in either certificate is untrue or incorrect in
                                                       a material respect;
                                                   (j) (material adverse change in financial markets) any of the following occurs:
                                                       (i)   any material adverse change or disruption to the political conditions
                                                             or financial markets of Australia, Japan, the United Kingdom, the US
                                                             or the international financial markets or any change or development
                                                             involving a prospective change in national or international political,
                                                             financial or economic conditions;
                                                       (ii) a general moratorium on commercial banking activities in Australia,
                                                            the US, Japan or the United Kingdom is declared by the relevant
                                                            central banking authority in any of those countries, or there is a
                                                            material disruption in commercial banking or security settlement or
                                                            clearance services in any of those countries; or
                                                       (iii) trading in all securities quoted or listed on ASX, the London Stock
                                                             Exchange or the New York Stock Exchange is suspended or limited
                                                             in a material respect for one day on which that exchange is open
                                                             for trading, in each case the effect of which is such as to make it,
                                                             in the reasonable opinion of the Underwriter reached in good faith,
                                                             impracticable to market the Offer or to enforce contracts to issue
                                                             and allot the Offer Securities or is reasonably likely to materially and
                                                             adversely affect the success of the Offers;

134   Mariner Securities Limited Mariner American Property Income Trust
(k) (insolvency events) any of the following occur:
   (i)   an order or an application is made, or a resolution is passed, for the
         winding-up, dissolution or administration of the Responsible Entity or
         the Scheme (as applicable);
   (ii) the Responsible Entity institutes any proceedings or arrangements for
        the liquidation of, or the appointment of a receiver to, the Responsible
        Entity or the Scheme (as applicable);
   (iii) a receiver, receiver and manager, administrator or similar officer is
         appointed over, or a distress or execution is levied over, the assets of
         the Responsible Entity or the Trust (as applicable);
   (iv) the Responsible Entity (in its personal capacity or as responsible entity
        of the Scheme) suspends payment of its debts or is unable to pay its
        debts as and when they fall due; or
   (v) the Responsible Entity (in its personal capacity or as responsible
       entity of the Scheme) makes or offers to make an arrangement with its
       creditors or a class of them;
(l) (breach) the Responsible Entity is in default under the Underwriting
    Agreement or any representation or warranty in the Underwriting
    Agreement is or becomes incorrect;
(m) (Offer Documents)
   (i)   there is an omission from this PDS or any Supplementary PDS of
         material required to be included by the Corporations Act; or
   (ii) a statement in any other document issued by or on behalf of the
        Responsible Entity in connection with an Offer (the Offer Documents)
        is or has become misleading or deceptive;
(n) (Supplementary PDS)
   (i)   a new circumstance arises, the inclusion in this PDS of information
         about which would have been required by the Corporations Act if the
         matter had arisen before this PDS was issued;
   (ii) there exists a deficiency in this PDS (in that the PDS contains a
        misleading or deceptive statement or there is an omission from the
        PDS of information required by the Corporations Act); or
   (iii) a Supplementary PDS is, in the reasonable opinion of the Underwriter,
         required under the Corporations Act or a Supplementary PDS is
         lodged by the Responsible Entity without the prior written consent of
         the Underwriter;
(o) (hostilities) hostilities not presently existing commence (whether or not
    war has been declared) or a major escalation in existing hostilities occurs
    (whether or not war has been declared) involving any one or more of
    Australia, the US, any member state of the European Union, Japan, the
    People’s Republic of China, North Korea or South Korea, or a major
    terrorist act is perpetrated on any of those countries or on any diplomatic,
    military, commercial or political establishment of any of those countries
    elsewhere in the world;




                     Mariner Securities Limited Mariner American Property Income Trust   135
                                                   (p) (change in law) there is introduced, or there is a public announcement
                                                       of a proposal to introduce, into the Parliament of the Commonwealth of
                                                       Australia, any State or Territory of Australia, the United States of America
                                                       or any State of the United States of America, a new law, or the
                                                       Government of Australia, any State or Territory of Australia, the United
                                                       States of America or any State of the United States, the Reserve Bank
                                                       of Australia, the United States Federal Reserve or any Minister or other
                                                       Governmental Authority of Australia, any State or Territory of Australia,
                                                       the United States of America or any State of the United States, adopts
                                                       or announces a proposal to adopt a new policy (other than a law or
                                                       policy which has been announced before the date of the Underwriting
                                                       Agreement), which will or in the reasonable opinion of the Underwriter is
                                                       likely to:
                                                       (i)   prohibit or regulate, in any material respect, capital issues or
                                                             stockmarkets, or involves a material change in fiscal, taxation or
                                                             exchange control policy; or
                                                       (ii) adversely affect:
                                                             (A) any condition or circumstance relating to the Offers or this PDS
                                                                 existing at the time of execution of the Underwriting Agreement; or
                                                             (B) the tax position of the Trust (including the tax position
                                                                 of Unitholders);
                                                   (q) (misleading information) any material information supplied at any time
                                                       by the Responsible Entity or on its behalf to the Underwriter concerning
                                                       the Responsible Entity, any of its Subsidiaries, the Trust or the Offers being
                                                       or becoming misleading or deceptive;
                                                   (r) (director offence) a director of the Responsible Entity (Director) is charged
                                                       with a criminal offence relating to any financial or corporate matter or any
                                                       regulatory body commences any public action against the Responsible
                                                       Entity or any of the Directors in his or her capacity as director of the
                                                       Responsible Entity or announces that it intends to take any such action;
                                                   (s) (Director disqualification) a Director dies or becomes permanently
                                                       incapacitated or is disqualified from managing a corporation under
                                                       section 206B, 206C, 206D, 206E or 206F of the Corporations Act;
                                                   (t) (termination of material contracts) without the prior written consent
                                                       of the Underwriter (such consent not to be unreasonably withheld or
                                                       delayed) any of the material contracts summarised in section 9.1 of this
                                                       PDS are terminated (whether by breach or otherwise), rescinded, altered
                                                       or amended in a material respect or any such contract is found to be
                                                       void or voidable;
                                                   (u) (unauthorised alterations) without the prior written consent of the
                                                       Underwriter (such consent not to be unreasonably withheld or delayed),
                                                       the Responsible Entity or any of its Subsidiaries alters:
                                                       (i)   the composition of its board of directors;
                                                       (ii) the Constitution; or
                                                       (iii) the issued capital of Scheme;
                                                   (v) (Timetable) an event specified in the Timetable is delayed for more
                                                       than five Business Days (other than a delay caused or required by
                                                       the Underwriter); or


136   Mariner Securities Limited Mariner American Property Income Trust
                        (w) (compliance) there is a contravention by the Responsible Entity of any
                            provision of the Constitution, the Compliance Plan, the Corporations Act,
                            any requirement of ASIC or ASX or any other applicable law.
                        An event listed in paragraph (l) to (w) does not entitle the Underwriter to
                        terminate the Underwriting Agreement unless, in the reasonable opinion
                        of the Underwriter, the event:
                        (i) has had or is likely to have a material adverse effect on:
                           (A) the success of the Offer;
                           (B) the ability of the Underwriter to market or promote the Offer;
                           (C) the willingness of persons to apply for Offer Securities under the Offer
                               (or settle obligations to subscribe for Offer Securities); or
                           (D) the price at which Offer Securities will be sold or traded on ASX; or
                        (ii) has given or is likely to give rise to:
                           (A) a contravention by the Underwriter of, or the Underwriter being
                               involved in a contravention of, the Corporations Act or any other
                               applicable law; or
                           (B) a liability for the Underwriter.


9.2 SERVICE PROVIDERS   9.2.1 The Underwriter
                        The Rights Issue and the Public Offer are fully underwritten by
                        Commonwealth Securities Limited on the terms of the Underwriting
                        Agreement which is summarised in section 9.1.16.

                        9.2.2 Sub-underwriter
                        Fifty percent of the Rights Issue and the Public Offer are sub-underwritten
                        by Universal Realty (Australia) Pty Limited, a company associated
                        with WEB Ireland, the Managing Director of the Responsible Entity.
                        The sub-underwriter’s obligations are terminable on the same terms
                        as the underwriting agreement which is summarized in section 9.1.16.

                        9.2.3 The Custodian
                        The Custodian of the Trust is BNP Paribas Fund Services Australasia Pty
                        Limited ABN 71 002 655 674 trading as BNP Paribas Securities Services.
                        The Custodian does not have an interest in relation to the initial asset
                        and has not received any inducements in the last two years other than
                        the remuneration they are entitled to receive under the custody agreement
                        by way of Custodians’ fees.
                        It is not the role of the Custodian to protect the rights and interests of the
                        Trust’s investors.
                        The Custodian does not guarantee the return of any investment, any tax
                        deduction availability or the performance of the Trust.
                        The Custodian has not been involved in the preparation of, has not authorised
                        or caused the issue of, and other than in relation to the references made to it,
                        takes no responsibility for the contents of, this PDS.




                                               Mariner Securities Limited Mariner American Property Income Trust   137
      9.3 REGULATORY INFORMATION                   9.3.1 The Type of Investment
                                                   The Mariner American Property Income Trust is a registered managed
                                                   investment scheme that is listed on the ASX. The Trust indirectly owns four
                                                   properties in the US and intends to acquire other property assets that will be
                                                   selected in accordance with the investment strategy for the Trust set out in
                                                   section 4.2.

                                                   9.3.2 Ethical Considerations
                                                   The Responsible Entity does not take into account labour standards or
                                                   environmental, social or ethical considerations for the purpose of selecting,
                                                   retaining or realising investments for the Trust, except if it believes they will
                                                   have a material impact on the performance of the Trust.

                                                   9.3.3 Interests and Fees
                                                   No person named in this PDS as having performed a function in a
                                                   professional, advisory or other capacity in connection with the preparation or
                                                   distribution of this PDS has been paid or received or agreed to receive any
                                                   benefit for services provided in connection with the formation or promotion
                                                   of the Trust or the Offer of Units in the Trust, except as set out in this PDS,
                                                   including this section.
                                                   ■   PricewaterhouseCoopers has provided a Taxation Report, which is
                                                       included in section 8.6 and is entitled to receive $85,000 (exclusive of GST)
                                                       for this service.
                                                   ■   PricewaterhouseCoopers Securities Ltd has acted as investigating
                                                       accountant to the Responsible Entity and is entitled to receive $145,000
                                                       (exclusive of GST) for this service. Its role as independent accountant
                                                       includes provision of the Investigating Accountant’s Report in section 8.5.
                                                   ■   Cushman & Wakefield of Massachusetts Inc. has acted as valuer for
                                                       the Trust and has received approximately US$2,500 (exclusive of GST)
                                                       for this service. Its role as valuer includes provision of the report included
                                                       in section 8.1.
                                                   ■   Integra Realty Resources has acted as adviser for the Trust and has
                                                       received approximately US$3,500 (exclusive of GST) for this service. Its role
                                                       as valuer includes provision of the report included in section 8.2.
                                                   ■   CB Richard Ellis, Inc. has acted as valuer for the Trust and is entitled
                                                       to receive approximately US$5,700 and US$7,500 (exclusive of GST)
                                                       for this service. Its role as valuer includes provision of the report included
                                                       in section 8.3 and 8.4.
                                                   ■   Mallesons Stephen Jaques has acted as legal adviser to the Responsible
                                                       Entity and is entitled to receive approximately $68,000 (exclusive of GST)
                                                       for this service.
                                                   ■   The Lead Manager and Underwriter has agreed to act as lead manager and
                                                       underwriter for the Offer and is entitled to the fees set out in section 9.1.16.2.




138   Mariner Securities Limited Mariner American Property Income Trust
9.3.4 Consents to be Named
The following persons or firms have consented to being named in this PDS
and have not withdrawn their consent:
■   Mariner Financial Limited
■   Cushman & Wakefield of Massachusetts Inc.
■   CB Richard Ellis, Inc.
■   Integra Realty Resources
■   PricewaterhouseCoopers Securities Ltd
■   PricewaterhouseCoopers
■   BNP Paribas Fund Services Australasia Pty Limited
■   Link Market Services Limited
■   Mallesons Stephen Jaques
■   Commonwealth Securities Limited
■   ABN AMRO Morgans Limited

9.3.5 Consent to be Named and to Inclusion of Information
■   PricewaterhouseCoopers Securities Ltd has given its consent (which has
    not been withdrawn as at the date of this PDS) to the issue of this PDS
    with the inclusion of its Investigating Accountant’s Report in the form and
    context in which that report is included in section 8.5.
■   PricewaterhouseCoopers has given its consent (which has not been
    withdrawn as at the date of this PDS) to the issue of this PDS with the
    inclusion of the Taxation Report in the context in which that report is
    included in section 8.6.
■   Cushman & Wakefield of Massachusetts Inc. has given its consent (which
    has not been withdrawn as at the date of this PDS) to the issue of this PDS
    with the inclusion of its report in section 8.1 and the statements in relation
    thereto in the form and context in which they are included.
■   Integra Realty Resources has given its consent (which has not been
    withdrawn as at the date of this PDS) to the issue of this PDS with the
    inclusion of its report in section 8.2 and the statements in relation thereto in
    the form and context in which they are included.
■   CB Richard Ellis, Inc. has given its consent (which has not been withdrawn
    as at the date of this PDS) to the issue of this PDS with the inclusion of its
    report in sections 8.3 and 8.4 and the statements in relation thereto in the
    form and context in which they are included.

9.3.6 Disclaimer of Responsibility
Each of the persons named in the section 9.3.4:
■   has not authorised or caused the issue of this PDS;
■   does not make, or purport to make, any statement in this PDS other than in
    the case of a person referred to under the heading ‘Consent to be Named
    and to Inclusion of Information’, a statement included in this PDS with the
    consent of the person; and




                      Mariner Securities Limited Mariner American Property Income Trust   139
      9.3 REGULATORY INFORMATION                   ■   to the maximum extent permitted by law, expressly disclaims and takes no
          (Cont’d)                                     responsibility for any part of this PDS other than a reference to its name,
                                                       and in the case of a person referred to under the heading ‘Consent to be
                                                       Named and to Inclusion of Information’, any statement which has been
                                                       included in this PDS with the consent of that person.

                                                   9.3.7 Consents of Directors
                                                   Each Director of the Responsible Entity has given, and not withdrawn as at
                                                   the date of this PDS, their consent to the issue of the PDS and its lodgement
                                                   with ASIC.
                                                   This PDS has been signed by William Ireland on behalf of Mariner Securities
                                                   Limited as Responsible Entity of the Trust and issuer of this PDS.


      9.4 ADMINISTRATIVE                           9.4.1 No Cooling-off Period
          INFORMATION FOR
                                                   The 14-day cooling-off period that applies to retail investors in some
          INVESTORS
                                                   circumstances does not apply to the issue of the New Units as the Trust is
                                                   listed on the ASX.

                                                   9.4.2 Investor Reporting
                                                   Mariner Securities Limited will provide the following reports to Unitholders:
                                                   ■   confirmation of investment;
                                                   ■   a quarterly distribution notification;
                                                   ■   an annual taxation statement as at 30 June each year; and
                                                   ■   the Trust’s annual report as at 30 June each year.

                                                   9.4.3 Changing Address, Payment Instructions or Other Details
                                                   Please provide Link Market Services Limited with written instructions if you
                                                   wish to change address, monthly payment instructions or other details. When
                                                   providing written instructions please:
                                                   ■   state the full name in which your Units are held;
                                                   ■   tell us your Unitholder number, SRN or HIN;
                                                   ■   clearly set out the changes you are requesting;
                                                   ■   provide us with a contact name and day-time telephone number; and
                                                   ■   ensure the appropriate signatories sign the request.
                                                   To protect Unitholders, Mariner Securities Limited is unable to accept
                                                   faxed instructions.
                                                   Link Market Services Limited also requires additional documentation to amend
                                                   some records, such as changes of name. Please contact Link Market Services
                                                   Limited’s Investor Services Team on 02 8280 7111 for more information.




140   Mariner Securities Limited Mariner American Property Income Trust
9.4.4 Transferring Units
The procedure for transferring Units varies according to each Unitholder’s
circumstances. Unitholders who are CHESS-sponsored should contact their
sponsoring broker, who will arrange to complete the transfer on their behalf.
Unitholders who are issuer sponsored need to complete an off market transfer
form, which can be obtained by calling Link Market Services Limited on
02 8280 7111 or by accessing their website <www.linkmarketservices.com.au>.

9.4.5 Complaints
Please contact the Responsible Entity in writing or call the Investor Services
Team on 1800 009 963 if you wish to make a complaint.
If the complaint is in writing, the Responsible Entity must acknowledge it
within 14 Business Days of receiving it and follow certain procedures. In
particular the Responsible Entity is required to investigate, properly consider
and decide what action (if any) to take and to communicate its decision to you
within 45 days.
If you are not happy with how the complaint has been handled, you may
contact the Financial Industry Complaints Service (FICS), of which the
Responsible Entity is a member. This is an independent body approved by
ASIC to consider complaints. FICS contact details are as follows:
Telephone 1300 780 808
PO Box 579
Collins Street West
Melbourne VIC 8007

9.4.6 Disclosing Entity Information
The Trust is a disclosing entity under the Corporations Act and as such is
subject to regular reporting and disclosure obligations. Copies of documents
the Responsible Entity lodges with ASIC under these obligations may
be obtained from or inspected at an ASIC office. You can also ask the
Responsible Entity directly for a copy of the Trust’s most recent annual
financial report, and any half year financial reports and disclosure notices it
issues. These documents may also be accessed on the ASX website under
company announcements for the code MRA.

9.4.7 Copies of Documents Relevant to the Offer
Copies of the Constitution, Compliance Plan of the Trust, and the full copies of
the experts’ reports referred to in section 8 may be inspected at the offices of
the Responsible Entity.

9.4.8 Contacting the Responsible Entity
The Responsible Entity’s contact details are:
Mariner Securities Limited
Level 40, Chifley Tower
2 Chifley Square
Sydney NSW 2000
Investor Services Team 1800 009 963
Adviser Services Team 1800 009 964
Website <www.marinerfunds.com.au>


                    Mariner Securities Limited Mariner American Property Income Trust   141
      10. Glossary
      AIFRS                                        Australian Equivalents to International Financial Reporting Standards.
      Allotment                                    The allocation and allotment of Units to investors on or about the date
                                                   described in the timetable on page 2.
      Allotment Date                               The date of issue of the New Units expected to be Thursday, 23 March 2006.
      Applicant                                    A person who applies for New Units.
      Application                                  A valid application made on an Application Form or Entitlement and
                                                   Acceptance Form to subscribe for a specified number of Units.
      Application Form                             Application Form for the Public Offer accompanying or attached to this PDS
                                                   (including the electronic form provided on the online application facility).
      Application Monies                           Monies required to be lodged with an Application Form or Entitlement
                                                   and Acceptance Form being the sum of $0.97 per New Unit.
      ASIC                                         Australian Securities and Investments Commission.
      ASX                                          Australian Stock Exchange Limited or the market operated by it as
                                                   the context requires.
      Australian CPI                               Australian Consumer Price Index.
      Broker                                       A participating member of the ASX who is participating in the Offer.
      Broker Firm Applicants                       Australian resident investors who have received a firm allocation of New Units
                                                   in the Public Offer from their broker.
      Broker Firm Offer                            The Offer of New Units in the Public Offer open to Australian resident
                                                   investors who have received a firm allocation of New Units in the Public Offer
                                                   from their broker.
      Business Day                                 A day other than a Saturday or a Sunday on which banks are open for general
                                                   banking business in New South Wales.
      Co-Manager                                   ABN AMRO Morgans Limited.
      Consolidated Balance Sheet                   The Consolidated Balance Sheet of the Trust and its Consolidated Entities.
      Consolidated Entity                          The Trust together with the US REIT, the LLCs and any other entity formed
                                                   for the purpose of owning a property in the US.
      Constitution                                 The Constitution of the Mariner American Property Income Trust dated
                                                   26 May 2005 (as amended). The Constitution sets out the rules for the
                                                   way the Trust is managed.
      Corporations Act                             Corporations Act 2001 (Cth).
      Custodian                                    BNP Paribas Fund Services Australasia Pty Limited ABN 71 002 655 674.
      Derry Meadows                                Derry Meadows Shopping Center, 35 Manchester Road, Derry,
                                                   Rockingham County, New Hampshire.
      Directors                                    The directors of Mariner Securities Limited.
      EGM                                          The meeting of Unitholders of the Trust held on Thursday, 12 January 2006.
      Eligible Unitholder                          A Unitholder on the register on the Record Date.
      Entitlement                                  The entitlement of Eligible Unitholders to subscribe for New Units under the
                                                   Rights Issue on the basis of one New Unit for each four Existing Units held.
      Entitlement and Acceptance Form              The individual application form sent to Eligible Unitholders with a copy of this
                                                   PDS setting out their Entitlement.
      Existing Units                               Ordinary Units in the Trust on issue on the Record Date.
      Expansion                                    The 45,142 square foot extension to the FedEx Terminal.


142   Mariner Securities Limited Mariner American Property Income Trust
FedEx Terminal            The FedEx Terminal, 131 Neelytown Road, Montgomery, Orange County,
                          New York State.
FICS                      Financial Industry Complaints Service. You can consult FICS if you are
                          unhappy about the way the Responsible Entity handles a complaint.
Financial Information     The Pro forma Consolidated Income and Distribution Statement and
                          Pro forma Consolidated Balanced Sheet.
Forecast Period           The period from 22 September 2005 to 30 June 2007.
Foreign Unitholder        A Unitholder who is not an Australian resident.
General Public Offer      The offer of 64,304,124 million New Units.
GLA                       The gross area usually expressed in square metres or square feet
                          of a property that can be leased.
GST                       Goods and services tax.
IFRS                      International Financial Reporting Standards.
Income Statement and
Distribution Statement    The Income Statement and Distribution Statement of the Trust.
Initial Portfolio         Derry Meadows and the Intel Campus.
Institutional Investor    An investor defined as a Wholesale Client under the Corporations Act.
Institutional Offer       The offer of New Units in the Public Offer to Institutional Investors.
Intel Campus              The Intel Campus, 1515 Route 10, Parsippany, New Jersey.
Investor(s)               Any person or entity subscribing or considering subscribing for units in
                          the Mariner American Property Income Trust. Investors who hold units
                          in the Trust are referred to as Unitholders.
Lead Manager              Commonwealth Securities Limited.
LIBOR                     London Interbank Offer Rate.
LLC                       Limited Liability Company.
Mariner Financial group   Mariner Financial Limited (ABN 54 002 989 782) and its subsidiaries.
Net asset backing         The net assets (difference between the total assets and liabilities) of the Trust
                          divided by the number of units.
New Properties            The FedEx Terminal and the RSA Security Campus.
New Units                 76,804,124 Units in the Trust issued under the Rights Issue and the Public Offer.
NLA                       Net lettable area.
NYSE                      New York Stock Exchange.
Offer                     The offer of units in the Mariner American Property Income Trust pursuant
                          to this PDS.
Offer Closing Date        Thursday, 16 March 2006.
Offer Opening Date        Wednesday, 22 February 2006.
PDS                       Product Disclosure Statement.
Portfolio                 Derry Meadows, Intel Campus, RSA Security Campus and FedEx Terminal.
Public Offer              The offer of 64,304,124 New Units.
Public Offer Price        $0.97 per Unit.
Purchase Price            The contract price for the acquisition of the Property.



                                               Mariner Securities Limited Mariner American Property Income Trust   143
      PwC Securities Ltd                           PricewaterhouseCoopers Securities Ltd.
      Record Date                                  Thursday, 16 February 2006.
      Registry                                     Link Market Services Limited ABN 54 083 214 537.
      REIT                                         A qualifying real estate investment trust for US tax purposes under
                                                   the US Internal Revenue Code.
      Responsible Entity                           Mariner Securities Limited.
      Retail Investor                              An investor who is not regarded as a wholesale investor under the
                                                   Corporations Act.
      Rights Issue                                 The offer of one New Unit for every four Units held by a Unitholder
                                                   on the Record Date (fractions of Entitlements will be rounded upwards).
      Rights Issue Price                           $0.97 per Unit.
      RITCs                                        Reduced input tax credits.
      RSA Security Campus                          RSA Security Headquarters, 174-176 Middlesex Turnpike, Bedford,
                                                   Middlesex County, Massachusetts.
      Tax Deferred                                 The part of any distribution that is not taxable in the year of receipt because
                                                   of such things as building allowances, depreciation of plant and equipment
                                                   or amortisation of borrowing costs.
      The Trust                                    Mariner American Property Income Trust (ARSN 114 494 503).
      Underwriter                                  Commonwealth Securities Limited.
      Underwriting Agreement                       The agreement under which the Underwriter agrees to take up any shortfall
                                                   in the Rights Issue and Public Offer subject to the conditions summarised
                                                   in section 9.1.16.
      Unit(s)                                      Unit(s) in the Trust issued pursuant to this PDS.
      Unitholder(s)                                A holder(s) of units in Mariner American Property Income Trust.
      US Manager                                   Mariner Financial Inc., the manager of the US REIT.
      US REIT                                      Mariner American Property Income REIT Limited, a Maryland corporation.
      WALE                                         Weighted average lease expiry.




144   Mariner Securities Limited Mariner American Property Income Trust
11. Directory
Responsible Entity         Mariner Securities Limited
                           Level 40, Chifley Tower
                           2 Chifley Square
                           Sydney NSW 2000

Lead Manager               Commonwealth Securities Limited
                           Level 18, 363 George Street
                           Sydney NSW 2000

Custodian                  BNP Paribas Fund Services Australasia Pty Limited
                           Level 6, 60 Castlereagh Street
                           Sydney NSW 2000

Co-Manager                 ABN AMRO Morgans Limited
                           Level 29 Riverside Centre
                           123 Eagle Street
                           Brisbane QLD 4000

Legal Advisers             Mallesons Stephen Jaques
                           Level 60, Governor Phillip Tower
                           1 Farrer Place
                           Sydney NSW 2000

Tax Advisers               PricewaterhouseCoopers
                           Darling Park Tower 2
                           201 Sussex Street
                           Sydney NSW 2000

Investigating Accountant   PricewaterhouseCoopers Securities Ltd
                           Darling Park Tower 2
                           201 Sussex Street
                           Sydney NSW 2000

Auditor                    KPMG
                           10 Shelley Street
                           Sydney NSW 2000

Registrar                  Link Market Services Limited
                           Level 12, 680 George Street
                           Sydney NSW 2000




                                               Mariner Securities Limited Mariner American Property Income Trust   145
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Mariner Securities Limited Mariner American Property Income Trust   147
148   Mariner Securities Limited Mariner American Property Income Trust
Mariner Securities Limited Mariner American Property Income Trust   149
Mariner Financial Limited
Level 40
Chifley Tower
2 Chifley Square
Sydney NSW 2000
T: 02 9238 0750
F: 02 9238 0790
Level 20
101 Collins Street
Melbourne VIC 3000
T: 03 8317 1111
F: 03 8317 1199
Suite 25
8 Greenhill Road
Wayville SA 5035
T: 08 8372 7896
F: 08 8372 7800
320 Adelaide Street
Brisbane QLD 4000
T: 07 3010 9433
F: 07 3010 9001
Investor Services: 1800 009 963
Adviser Services: 1800 009 964
www.marinerfunds.com.au
Mariner Financial Limited ASX: MFI
Mariner Retirement Solutions Limited ASX: MRT
Mariner Wealth Management Limited ASX: MWM




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 The international code of signals allows ships of all nations to communicate with each other. The code’s simple, powerful design has
 created a universal language that brings mariners together in a partnership of understanding. Mariner Financial has adopted a similar
            philosophy – working in partnership to design simple, tailored investment solutions with universal applications.

				
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Description: Mariner American Property Income Trust document sample