Mariner Wholesale Mortgage Trust by wanghonghx

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									                                                                                             Product Disclosure Statement IDPS Investors




          Mariner
          Wholesale
          Mortgage
          Trust




Mariner Wholesale Mortgage Trust ARSN 112 662 987
Product Disclosure Statement IDPS Investors. Dated 21 January 2009
Responsible Entity and Issuer: Mariner Securities Limited ABN 87 002 163 180, AFSL 237 091
SUPPLEMENTARY PRODUCT DISCLOSURE
STATEMENT

MARINER WHOLESALE MORTGAGE TRUST
ARSN 112 662 987

Dated 26 February 2009

This Supplementary Product Disclosure Statement (‘SPDS’) supplements and should
be read in conjunction with the Mariner Wholesale Mortgage Trust Product
Disclosure Statement dated 21 January 2009 (together the ‘PDS’) issued by Mariner
Securities Limited ABN 87 002 163 180, AFSL 237 091.

You should read this SPDS and the Mariner Wholesale Mortgage Trust PDS carefully
before making any investment decision.

Results of Unitholder Vote

On 22 January 2009 Unitholders of the Mariner Wholesale Mortgage Trust (Trust)
voted in favour on a resolution to replace Mariner Securities Limited as the
responsible entity of the Trust. The proposed replacement responsible entity is
Balmain Fund Administration Limited (‘BFAL’). Mariner Securities Limited continues
to act as the responsible entity of the Trust and will continue to do so until such time
as BFAL is granted an Australian Financial Services Licence (‘AFSL’).

Updated information regarding the Trust will be provided on our website at
<http://www.marinerfunds.com.au/funds/mortgage-management/mariner-mortgage-
trust/>. For more information please contact our Investor Services Team on 1800
009 963. A paper copy of that information will be available free of charge on request.
Important Notices



Any statement as to the suitability      Balmain (MT) Pty Limited as               investment in the Trust that is held
of the offer made under this             investment manager for the Trust.         by a custodian that acts on their
Product Disclosure Statement (PDS)                                                 behalf. Accordingly, it is the IDPS
                                         The offer or invitation to subscribe
is general only and does not take                                                  Operator, not you, who acquires
                                         for Units in the Trust under this
into account your particular needs,                                                the Units and has the rights of a
                                         PDS is available only to persons
objectives, financial circumstances                                                Unitholder.
                                         receiving this PDS in Australia
and investment preferences. This
                                         and is subject to the terms and           We will send Trust reports and
PDS is an important document
                                         conditions described in this PDS.         other information directly to your
and you should read it carefully
                                         Mariner Securities Limited reserves       IDPS Operator, who may use this
and in its entirety, and consider if
                                         the right to change these terms and       information to report to you. If you
this investment is appropriate in
                                         conditions. Notice will be provided       have any enquiries or complaints,
light of your objectives, financial
                                         before or as soon as practicable          you should contact your financial
circumstances and needs. Where
                                         after the change occurs. We reserve       adviser or your IDPS Operator.
appropriate, you should obtain
                                         the right to withdraw the offer or        If you wish to gain access to the
independent advice, particularly
                                         invitation to subscribe for Units and     funds you have invested in the Trust
about such individual matters as
                                         withdraw this PDS.                        through an IDPS, you must do so
taxation, retirement planning and
                                                                                   through your IDPS Operator.
investment risk tolerance.               Please note that the performance of
                                         the Trust, the repayment of capital
Information relating to the Trust that
                                         or any particular rate of return is not
is not materially adverse information
                                         guaranteed by Mariner Securities
is subject to change from time
                                         Limited, Balmain (MT) Pty Limited,
to time. The updated information
                                         the Custodian or any member
can be accessed from our website
                                         company of the Mariner Financial
<http://www.marinerfunds.com.
                                         group or Balmain Group.
au/funds/mortgage-management/
mariner-mortgage-trust/>. A paper
copy of any updated information is
                                         This PDS is for Indirect Investors
available free on request.
                                         We have authorised the use of this
This PDS is dated 21 January 2009.
                                         PDS for disclosure to clients and
It relates to Units in the Mariner
                                         prospective clients of an IDPS.
Wholesale Mortgage Trust and is
issued by Mariner Securities Limited     Please read this PDS as well as
ABN 87 002 163 180, AFSL 237 091.        the offer document for your IDPS.
Mariner Securities Limited is the        If you wish to make an investment
Responsible Entity of the Trust          in the Trust through your IDPS,
and a wholly owned subsidiary of         you must complete the documents
Mariner Financial Limited ABN 54         that your IDPS Operator requires.
002 989 782 (ASX: MFI). Mariner          Usually IDPS Operators pool their
Securities Limited has appointed         investors’ money and make a single
                                             Contents
                                               1.       About the Mariner Wholesale Mortgage Trust                   2
                                               2.       How the Trust Works                                          3
                                               3.       Your Questions Answered                                      4
                                               4.       The Underlying Trust’s Liquidity                             6
                                               5.       No Borrowings                                                7
                                               6.       Portfolio Diversification                                    7
                                               7.       Related Party Transactions                                  11
                                               8.       The Underlying Trust’s Valuation Policy                     11
                                               9.       The Underlying Trust’s Lending Principles                   12
                                               10.      The Trust’s Distribution Practices                          13
                                               11.      Withdrawal Arrangements from the Trust                      13
                                               12.      The Benefits of Investing in the Trust                      15
                                               13.      Risks                                                       16
                                               14.      Portfolio and Performance                                   19
                                               15.      Fees                                                        20
                                               16.      Tax and Your Investment                                     25
                                               17.      About the Responsible Entity - Mariner Securities Limited   26
                                               18.      Making, Withdrawing and Monitoring an Investment
                                                        in the Trust                                                27
                                               19.      The Constitution                                            29
                                               20.      Our Service Providers                                       33
                                                        Directory
                                                                                                 See Inside Back Cover

Terms used frequently in this PDS
In this PDS we use the following terms:

 ADI                                Authorised Deposit-taking institution. Investments in ADIs are considered investment quality
 ASIC                               Australian Securities and Investments Commission
 Business Day                       A day (other than a Saturday or Sunday) on which the trading banks are open for business in New South Wales
 Cash or cash equivalents           Assets that are readily convertible into cash, such as money market holdings, short term government bonds
                                    or Treasury bills, marketable securities and commercial paper
 Custodian                          BNP Paribas Fund Services Australasia Pty Limited

 Constitution                       The constitution of the Trust dated 2 February 2004, as amended

 IDPS                               Investor-directed portfolio services, IDPS-like schemes, master trusts and wrap account services
 IDPS Operators                     Operators of investor-directed portfolio services, IDPS-like schemes, master trusts and wrap account services

 Indirect Investors, you            Investors who invest in the Trust through an IDPS
 Investment Manager                 Balmain (MT) Pty Limited ACN 134 652 707
 Liquidity Ratio                    The proportion of cash or cash equivalents of the Trust’s total net assets

 LVR                                Loan to valuation ratio. This is defined as the loan amount divided by the property valuation expressed
                                    as a percentage
 Market Value                       An estimate of the amount for which the property or asset could exchange on the valuation date between a
                                    willing buyer and a willing seller in an arm’s length transaction
 Mortgage Loan                      A loan secured by a registered mortgage over real property (including residential, industrial, commercial or
                                    retail property)
 PDS                                Product Disclosure Statement
 Responsible Entity we, us or our   Mariner Securities Limited ABN 87 002 163 180
 Trust                              Mariner Wholesale Mortgage Trust ARSN 112 662 987
 Underlying Trust                   Mariner Mortgage Trust ARSN 107 891 967
 Unit                               A unit in the Mariner Wholesale Mortgage Trust
 Unitholder                         A holder of Unit(s) in the Mariner Wholesale Mortgage Trust

                                                                                             Mariner Securities Mariner Wholesale Mortgage Trust    1
    1. About the Mariner Wholesale
       Mortgage Trust
    The Mariner Wholesale Mortgage Trust has been designed for investors
    wanting to achieve returns greater than cash rates. We expect that the
    Trust will pay investors a regular monthly income.

    The present investment strategy of the Trust is to invest 100% of its
    assets in the Mariner Mortgage Trust (the Underlying Trust), a registered
    managed investment scheme for which Mariner Securities Limited is also
    the Responsible Entity. The Underlying Trust invests mainly in a portfolio
    of registered first mortgages over a diversified selection of properties in
    Australian capital cities and regional centres.
    During September 2008 Mariner Financial Limited conducted a strategic review of its
    products and subsequently resolved to sell the management rights of the Mariner Mortgage
    Trust and Mariner Wholesale Mortgage Trust (Trusts).
    In December 2008, Mariner Financial agreed that the management rights and the investment
    management team of the Trusts would be purchased by Balmain NB Corporation Limited
    (Balmain). This involved Balmain purchasing the assets of Mariner Mortgage Management
    Limited (MMML). Subsequently, on 9 January 2009 Mariner Securities Limited appointed
    Balmain (MT) Pty Limited as the Investment Manager of the Trusts.
    Following the purchase of the assets on 9 January 2009, the staff of the former MMML have
    remained with the Investment Manager, and in particular John Thomas has remained as CEO
    of the Investment Manager now that it is part of the Balmain Group.
    On 22 January 2009 Unitholders of the Trusts will vote on various resolutions including
    whether to replace Mariner Securities Limited as the Responsible Entity of the Trust and
    the Underlying Trust. The proposed replacement Responsible Entity is Balmain Fund
    Administration Limited (BFAL). For information about the Balmain Group, which includes
    BFAL and the Investment Manager, see section 20.1. Mariner Securities Limited continues to
    act as the responsible entity of the Trust and Underlying Trust and will continue to do so until
    such time as:
    1. Unitholders resolve to replace Mariner Securities Limited with BFAL; and
    2. BFAL is granted an Australian Financial Services Licence (AFSL).
    Information regarding the results of the Unitholder vote will be provided on our website at
    <http://www.marinerfunds.com.au/funds/mortgage-management/mariner-mortgage-trust/>.
    For more information please contact our Investor Services Team on 1800 009 963. A paper
    copy of that information will be available free of charge on request.




2   Mariner Securities Mariner Wholesale Mortgage Trust
2. How the Underlying Trust Works
              The Trust’s assets are wholly invested in Units in Mariner Mortgage
              Trust (the Underlying Trust). The Underlying Trust is also a
              registered managed investment scheme of which Mariner Securities
              Limited is the responsible entity.
              As responsible entity of the Underlying Trust, we manage its
              investments with the assistance of the Investment Manager. We
              lend the Underlying Trust’s money to business and investment
              borrowers, who offer real property as security. These borrowers
              make interest payments which create a regular and stable income
              stream for the Underlying Trust, which pays that income to its
              Unitholders, including the Trust. The Underlying Trust also has
              some cash investments to meet day to day needs.
              The mortgage investments are registered first mortgages. If a
              borrower defaults on a loan, we can sell the security property on
              behalf of the Underlying Trust and use the proceeds of the sale to
              repay the loan made by the Underlying Trust and to cover interest
              payments and other costs.
              The Underlying Trust’s lending guidelines for new loans provide that
              we must:
              ■   obtain a property valuation that is not more than three months old
                  at the time of the loan advance (see section 8);
              ■   only lend up to a maximum of 70% of the value of any property
                  used as security (this is explained more fully in section 9)
              ■   secure the Underlying Trust’s portfolio of mortgage investments
                  over property
                  ■   in different locations to give some diversity between capital
                      cities and regional centres in Australia;
                  ■   of different types (e.g. residential, commercial, industrial and
                      retail), although the extent of the diversification may vary (see
                      section 6).
              Diversification helps protect the Underlying Trust from significant
              losses because it ensures that risks are not concentrated with
              one particular borrower or group of borrowers or in one particular
              geographical area or type of property. It would be impossible
              for most individual investors to match that diversification by
              investing on their own. The status of the Underlying Trust’s current
              diversification is explained more fully in section 6 and at our website
              <http://www.marinerfunds.com.au/funds/mortgage-management/
              mariner-mortgage-trust/fund-assets.asp>.
              The Underlying Trust has been designed to offer investors flexible
              investment choices, and flexible distribution choices.




                                             Mariner Securities Mariner Wholesale Mortgage Trust   3
     3. Your Questions Answered
     What type of investment is
     this?
                                            Q&A   The Trust is an unlisted Australian unit trust which is a registered
                                                  managed investment scheme. It is an investment designed to produce
                                                  income with relatively low capital risk. The Underlying Trust invests in
                                                  registered first mortgages over real property and holds some cash. If
                                                  you have any enquiries about your investment in the Trust, you should
                                                  contact your financial adviser or your IDPS Operator.

     Who manages the Trust?                       The Responsible Entity of the Trust is Mariner Securities Limited,
                                                  a member of the Mariner Financial group (see section 17 for more
                                                  information). Our contact details are given at the end of this section
                                                  and also appear on the inside back cover of this PDS.
                                                  As Responsible Entity of the Trust, we 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 Constitution, the Corporations
                                                  Act and associated regulations.
                                                  The investment manager of the Trust is Balmain (MT) Pty Limited. The
                                                  Investment Manager’s staff have significant expertise in commercial
                                                  and investment lending and in the management of mortgage trusts
                                                  (see section 20.1 for more information).

     Who holds the Trust’s                        An independent Custodian, BNP Paribas Fund Services Australasia Pty
     assets?                                      Limited has been appointed to hold the assets of the Trust, being the
                                                  units in the Underlying Trust. The Custodian and its sub-custodian also
                                                  holds title to the mortgages, the cash deposits and the bank accounts
                                                  of the Underlying Trust (see section 20.2 for more information).

     What are Units and how                       Units in the Trust are interests in a registered managed investment
     much do they cost?                           scheme. Indirect Investors purchase Units though their IDPS provider. The
                                                  application and redemption prices of Units are calculated based on the
                                                  net asset value of the Trust.
     How much can I invest?                       For the minimum investment amounts, see the offer document for your
                                                  IDPS.

     IDPS fees                                    Your IDPS Operator may charge fees. See the offer document for your
                                                  IDPS. These IDPS fees are in addition to the fees and expenses stated
                                                  in this PDS.

     When will the Trust pay                      We expect that the Trust will make distributions to Unitholders on a
     distributions to me?                         monthly basis and we generally make distribution payments to your IDPS
                                                  Operator within 14 days of the end of the calendar month.
                                                  The distributions will vary from time to time, depending on the Trust’s
                                                  performance.

     What returns will I                          The Trust will mostly offer variable interest rate loans to borrowers. So, in
     receive from the Trust?                      general, after interest rates rise, Trust distributions will increase, and after
                                                  interest rates fall, Trust distributions will fall in line with prevailing market
                                                  conditions.
                                                  The Trust income will be distributed monthly in arrears.




4   Mariner Securities Mariner Wholesale Mortgage Trust
How and when will I be      As an Indirect Investor, if you wish to withdraw funds you have invested
able to withdraw from the   in the Trust through an IDPS, you must contact your IDPS Operator and
Trust?                      complete any paperwork that it requires.
                            At the date of this PDS, because of the state of the market for
                            mortgage assets, we consider that the Trust and the Underlying Trust
                            are not ‘liquid’ as defined in the Corporations Act. While this is so, we
                            are not permitted to process redemption requests.
                            While this ‘freeze’ on redemptions applies, it is our intention to make a
                            withdrawal offer to IDPS Operators in each calendar quarter. The pool
                            of funds available to meet redemptions would be sourced from the
                            net proceeds of all loan repayments during the preceding quarter. The
                            withdrawal offer would be open for a three week ‘window’ for receipt of
                            requests, with the next offer period after the date of this PDS scheduled
                            to commence on or about 9 March 2009 for payments on 6 April 2009.
                            IDPS Operators will be notified of all withdrawal offers. If available funds
                            are not sufficient to pay all withdrawal requests received during the
                            quarter, we will seek to satisfy withdrawal requests from IDPS Operators
                            on a proportional basis. Updated information concerning withdrawals
                            from the Trust will be available on our web site at <www.marinerfunds.
                            com.au/funds/mortgage-management/mariner-mortgage-trust/>.
                            If the Trust and the Underlying Trust become liquid again so that we
                            can process redemption requests, we will notify your IDPS provider.
                            See section 11 for more information about how we would process
                            redemption requests in that situation.

Are there any risks?        Most investments involve some risk. For the particular risks of this
                            investment, see section 13.

What taxation will I pay?   For most Unitholders, the Trust’s monthly distribution payments will be
                            assessable income.
How will I be kept          We will send all statements, transaction confirmations, distribution
informed?                   advice, Trust reports and other information directly to your IDPS
                            Operator, who may use this information to report to you.
                            If you have any enquiries about your investment in the Trust, you
                            should contact your financial adviser or your IDPS Operator.

Does the Responsible        When we make investment decisions for the Trust, we don’t consider
Entity consider ethical     labour standards or environmental, social or ethical considerations,
matters for the Trust’s     except where we believe these may have a material impact on the
investments?                financial performance of an investment.

What happens if I change    IDPS operators, other wholesale clients and Indirect Investors do not
my mind about my            have cooling-off rights for investments in the Trust. As an Indirect
investment?                 Investor you should consult you IDPS Operator about any cooling-off
                            rights that you may have within your IDPS.

How can I contact the       Mariner Securities Limited
Responsible Entity?         Level 40, Chifley Tower
                            2 Chifley Square
                            Sydney NSW 2000
                            Investor Services Team 1800 009 963
                            Website <www.marinerfunds.com.au>
                                                           Mariner Securities Mariner Wholesale Mortgage Trust   5
     4. The Underlying Trust’s Liquidity
                                                                             The table below shows the Underlying Trust’s investment allocation as at
                                                                             31 December 2008. It is the policy of the Underlying Trust to ensure that at
                                                                             all times at least 10% of the Underlying Trust’s assets are invested in cash
                                                                             or other short-term investments that can be readily turned into cash. We
                                                                             expect the available cash to be sufficient to fund monthly distributions of
                                                                             income. The quarterly withdrawal offers we intend to make are to be funded
                                                                             from the proceeds of maturing loans which are repaid (see section 11).

                                                                               Current Investment                                        Amount in                  % of
                                                                               as at 31 December 2008                                       $                      Portfolio

                                                                               Cash or cash equivalents                              $26,929,347.79               17.65%
                                                                               Mortgage Loans                                      $125,677,842.08                82.35%
                                                                               Net Asset Value of the Trust                        $152,607,189.87                   100%

                                                                             Estimated cash flow information for the Underlying Trust is illustrated in
                                                                             the graph below. The graph shows how the percentage of the Underlying
                                                                             Trust’s assets which are in cash is expected to change over the next three
                                                                             months. Cash inflows, which are shown by a rise in the line in the graph,
                                                                             may include applications from investors and funds from repayment of loans.
                                                                             Outflows, which are shown by a fall in the line in the graph, may include
                                                                             payments for distributions and redemptions. The Underlying Trust’s liquidity
                                                                             ratio is calculated as a percentage of the Underlying Trust’s total net assets.
                                                                                                                         Forecast Liquidity
                                                                                            Actual cash v minimum cash holding (as a % of total Funds Under Management)

                                                                              30%


                                                                                      Trust’s Forecast Liquidity Ratio
                                                                              25%
                                              % of Trust’s Net Asset Value




                                                                              20%



                                                                              15%
                                                                                      Trust’s Minimum Liquidity Ratio - 15% comprising
                                                                                      10% for standard redemptions
                                                                                      5% reserved for hardship claims
                                                                              10%



                                                                               5%



                                                                               0%
                                                                               01-Jan-09               01-Feb-09                 01-Mar-09            01-Apr-09           01-May-09


                                                                             While care has been taken in preparing this forward-looking information,
                                                                             there can be no assurance that cash flows will occur as expected. The
                                                                             information will be updated, as a minimum on a monthly basis, and will be
                                                                             provided on our website at <www.marinerfunds.com.au/funds/mortgage-
                                                                             management/mariner-mortgage-trust/> for forecast periods on a rolling
                                                                             three month basis.
                                                                             We will invest the Underlying Trust’s cash and liquid assets in at-call
                                                                             deposits with financial institutions rated A or above by Standard & Poor’s
                                                                             (or an equivalent rating from another ratings agency), or financial institutions
                                                                             that are approved deposit-taking institutions (ADIs).

6   Mariner Securities Mariner Wholesale Mortgage Trust
5. No Borrowings
                        The constitution for the Underlying Trust permits borrowing. We may
                        borrow on behalf of the Underlying Trust to increase the amount it has to
                        invest or increase the diversity of its investments. We may also borrow
                        occasionally to cover short-term cash flow needs, or if emergency or
                        extraordinary situations arise.
                        As at the preparation date of this PDS, the Underlying Trust had not made
                        any borrowings nor is it intended to do so. This strategy, we believe,
                        improves the quality of the product by limiting the risk and thereby
                        strengthening the investment proposition for Unitholders.
                        Any updates or changes to this policy will be provided on our website
                        at <www.marinerfunds.com.au/funds/mortgage-management/mariner-
                        mortgage-trust/>.




6. Portfolio Diversification
                        The following tables relate to the assets of the Underlying Trust as at
                        31 December 2008. Updated information will be provided monthly on our
                        website at <www.marinerfunds.com.au/funds/mortgage-management/
                        mariner-mortgage-trust/>.

6.1 THE UNDERLYING      Number of mortgages                                                        212
TRUST’S MORTGAGE
                        Number of mortgagors                                                       173
PORTFOLIO INFORMATION
                        Average loan to value ratio                                           60.28%
                        Average loan size per mortgagor                                     $726,462
                        Largest loan size                                             $4,715,611.33
                        Undrawn loan commitments                                                    $0

                        The following charts provide a breakdown of the Underlying Trust’s
                        assets as at 31 December 2008 by number and by value. These charts
                        demonstrate the portfolio diversification of the Underlying Trust.




                                                        Mariner Securities Mariner Wholesale Mortgage Trust   7
    6.2 THE UNDERLYING TRUST’S MORTGAGE PORTFOLIO – SECTOR SPREAD

       Sector Spread (by number) as at 31 December 2008                     Sector Spread (by value) as at 31 December 2008
          Vacant land                                                      Vacant land 3.25%
              2.89%
                                                                            Retail 6.29%
     Retail 8.67%                                        Commercial                                                     Commercial
                                                         40.46%                                                         35.25%




         Residential                                                         Residential
           25.43%                                                              30.08%

                                            Industrial                                                         Industrial
                                            22.54%                                                             25.13%

         Please note that the Underlying Trust does not lend on specialised property (such as hotels, motels, clubs, nursing homes,
         petrol stations and squash courts) nor does the Underlying Trust provide loans over property which requires construction or
         development funding. Moreover, the Underlying Trust does not provide reverse mortgage loans. It is the Responsible Entity’s
         opinion that these types of investments would unnecessarily increase the risk profile of the loan portfolio.

    6.3 THE UNDERLYING TRUST’S MORTGAGE PORTFOLIO – GEOGRAPHIC SPREAD

              Loan Geographic Region (by number)                                   Loan Geographic Region (by value)
                    as at 31 December 2008                                              as at 31 December 2008

                                   ACT 0.47%                                   ACT 0.40%
           WA 8.96%
                                                                                                                      NSW
                                                                           WA 10.42%
                                                         NSW                                                          53.50%
           VIC                                           46.70%
           16.04%

                                                                          VIC 10.30%

      TAS 1.42%                                                            TAS 0.73%
       SA 4.72%
                                                                             SA 2.40%
                                               NT
                                               0.47%                                                              NT 0.11%
                    QLD 21.23%                                                         QLD 22.14%


    6.4 PROPORTION OF LOANS IN ARREARS

         The Underlying Trust classifies a loan in default where interest is more than 60 days in arrears.

          Trust Performing and Non-Performing Loans                            Trust Performing and Non-Performing Loans
              (by number) as at 31 December 2008                                    (by value) as at 31 December 2008


         Performing                                                           Performing
         loans                                                                loans                                     Days arrears
         95.95%                                                               93.45%                                    (60-90)
                                                                                                                        0.55%
                                                          Days arrears
                                                          (60-90) 1.16%

                                                                                                                            Days
                                                           Days arrears                                                     arrears
                                                           (90+) 2.89%                                                      (90+),
                                                                                                                            6.00%


8   Mariner Securities Mariner Wholesale Mortgage Trust
6.5 NATURE OF SECURITY    It is the Underlying Trust’s policy that the security for all of its loans is via
OF THE UNDERLYING         first ranking mortgage over property. We do not accept second ranking
TRUST’S LOAN PORTFOLIO    mortgage as this provides a reduced level of security and we believe,
                          presents a greater risk for the portfolio and for Unitholders.

6.6 PROPORTION OF THE       Borrower Profile                                     % of Total Assets
PORTFOLIO LENT TO 10        Top 10 borrowers                                            27.94%
LARGEST BORROWERS
                            Largest borrower                                              3.75%


6.7 UNDRAWN LOAN          Currently, the Underlying Trust does not have any outstanding commitments
COMMITMENTS               on loans which have not been drawn. It is not our policy to provide loans on
                          a draw down basis to fund construction or development projects. If in future
                          there are any approved loans which have not been fully drawn down, they
                          will be taken into consideration in preparing the Underlying Trust’s liquidity
                          forecast at that time. The Responsible Entity has adopted this policy as a risk
                          mitigation strategy for the benefit of the Underlying Trust’s investors.

6.8 MATURITY PROFILE OF   Maturity Profile of Loan Portfolio (by number)
THE LOAN PORTFOLIO
                                                                Variable
                            < 3 months                             29.48%                                 51
                            >=3 months and < 1 year                19.65%                                 34
                            1-2 years                               6.94%                                 12
                            2-3 years                               6.94%                                 12
                            > 3 years                              36.99%                                 64
                            Total                                100.00%                                 173

                          Maturity Profile of Loan Portfolio (by value)

                                                                Variable
                            < 3 months                             33.85%                 $42,539,346.69
                            >=3 months and < 1 year                17.31%                 $21,748,886.38
                            1-2 years                               7.18%                  $9,041,391.94
                            2-3 years                               7.36%                  $9,245,679.36
                            > 3 years                              34.30%                 $43,102,537.71
                            Total                                100.00%                 $125,677,842.08

6.9 LVR PROFILE OF THE    The LVR range is based on the total of principal outstanding and arrears of
LOAN PORTFOLIO            interest only.
                            LVR Range           No. of Loans         % of Portfolio            Loan Value
                            10-20%                     4                 1.03%              $1,288,477.37
                            20-30%                     4                 0.43%                $534,757.86
                            30-40%                     1                 0.11%                $140,000.00
                            40-50%                    18                10.14%             $12,745,554.01
                            50-60%                    23                12.34%             $15,503,201.61
                            60-70%                   117                74.36%             $93,463,874.65
                            70-80%                     6                 1.59%              $2,001,976.58
                            80-100%                    0                 0.00%                      $0.00
                                                     173               100.00%            $125,677,842.08



                                                               Mariner Securities Mariner Wholesale Mortgage Trust   9
       6.10 INTEREST RATE PROFILE                  All of the Underlying Trust’s loans earn a variable rate of interest, that
       OF THE LOAN PORTFOLIO                       is, currently no loans are agreed at fixed rates. However, it is within
                                                   the Underlying Trust’s investment policy to offer fixed rate loans up to a
                                                   maximum of 5% of the total loan portfolio.

                                                     Net Interest Rate                 % of Total                % of Total
                                                     to Unitholders                   (by number)                (by value)
                                                     Less than 6%                         1.73%                      5.23%
                                                     6% to 8%                             0.58%                      2.12%
                                                     8% to 10%                          97.69%                     92.65%
                                                     In excess of 10%                     0.00%                      0.00%
                                                     Total                             100.00%                    100.00%

       6.11 LOAN WHERE THE                         It is the policy of the Underlying Trust not to allow the capitalisation of
       INTEREST IS CAPITALISED                     interest payments for any of its loans and borrowers are required to pay
                                                   interest monthly in advance. An exception to this rule will apply in the event
                                                   of re-draw loans where interest is payable monthly in arrears. In certain
                                                   circumstances the Underlying Trust may capitalise interest but only where
                                                   the borrower is not in default and the LVR after the capitalisation of interest
                                                   would not exceed 70%.

       6.12 USE OF DERIVATIVES                     A derivative is a financial product that has a value derived from another
                                                   asset (such as a security, index or commodity). Investors can use derivatives
                                                   in a number of ways including to manage many of the risks associated with
                                                   investing. Derivatives include such financial products as futures and options
                                                   contracts and interest rate swap agreements.

                                                   While we do not intend to make extensive use of derivatives in managing
                                                   the Underlying Trust’s investments, we may use them to reduce transaction
                                                   costs, adjust or implement investment decisions and help manage interest
                                                   rate risk. We do not intend to use derivatives to gear the Underlying Trust
                                                   and we intend to manage the Underlying Trust so that it will have sufficient
                                                   cash to meet any derivative obligations it acquires.

                                                   The Underlying Trust does not currently use any type of financial derivatives
                                                   for any purpose.

       6.13 NON-LOAN ASSETS                        As well as holding registered first mortgages over real property the
                                                   Underlying Trust also holds cash and liquid assets which are invested in
                                                   ‘at call’ deposits with financial institutions rated ‘A’ or better by Standard
                                                   & Poors (or an equivalent rating from another ratings agency), or financial
                                                   institutions which are Authorised Deposit-taking institutions (ADI) which
                                                   are considered to be investment grade. As at the date of this PDS the
                                                   Responsible Entity does not intend to apply to have amounts over $1 million
                                                   in bank accounts of the Trust protected by the Government’s guarantee
                                                   arrangements.




10   Mariner Securities Mariner Wholesale Mortgage Trust
7. Related Party Transactions
               The Trust’s policy is not to transact with any related parties for either
               lending or investing purposes. All transactions are conducted on an arms
               length basis and investment decisions are made on a stand alone basis.
               All loan submissions must meet our application process including meeting
               our lending guidelines as detailed in sections 8 and 9 below.




8. The Underlying Trust’s Valuation Policy
               The Underlying Trust will only make loans that are secured by a registered
               first mortgage over real property. An independent qualified valuer must
               value the property being used as security for the loan. The valuation must
               not be more than three months old when a loan is advanced. Valuations
               are completed on an ‘as is’ basis or current state (i.e. without any further
               improvements).
               The Underlying Trust does not lend on specialised property (such as
               hotels, motels, clubs, nursing homes, petrol stations, and squash courts)
               nor does the Underlying Trust provide loans over property which requires
               construction or development funding. Moreover the Underlying Trust does
               not provide reverse mortgage loans.
               It is a policy of the Underlying Trust to use a panel of valuers, which have
               all received proper accreditation. As an added qualification, no one valuer is
               allowed to conduct more than one third of the Underlying Trust’s valuation
               work at a time.




                                                Mariner Securities Mariner Wholesale Mortgage Trust   11
     9. The Underlying Trust’s Lending Principles
                                                 Detailed below is the Responsible Entity’s policy on lending.

       9.1 LOAN TO VALUE RATIO                   For all loans and property types, our maximum loan to valuation ratio will
                                                 not exceed 70%. This is calculated using a recent valuation as described
                                                 in section 8. Please note when comparing mortgage trust investments that
                                                 some competitor mortgage trusts may lend up to 80% loan to valuation
                                                 ratio but we have taken a more conservative approach.

       9.2 SECURITY                              The Underlying Trust will only make loans that are secured by a registered
                                                 first mortgage over real property (including residential, commercial, retail
                                                 and industrial). This means that we have the right to sell the property and
                                                 recoup the Underlying Trust’s investment if the borrower defaults.
                                                 The underlying security of the loan is valued to substantiate the value of the
                                                 property versus the value that the applicants state in their loan application
                                                 forms.
                                                 Searches are conducted on the underlying property title by approved panel
                                                 lawyers to ensure there are no encumbrances on the title.

       9.3 NO SINGLE LOAN TO                     No single loan or collection of loans to an associated group currently
       EXCEED 5% OF VALUE                        exceeds 5% of the value of the Underlying Trust.
       OF TRUST

       9.4 CREDIT HISTORY CHECK                  The applicants for the loan have their credit history checked by an
                                                 independent credit monitoring service provider.

       9.5 DEBT SERVICING                        The Responsible Entity uses a variety of measures to assess a borrower’s
       ASSESSMENT                                capacity to repay interest on their loan. These measures include (but are
                                                 not limited to) assessing and verifying a range of current and historical
                                                 financial data of the borrowers and reviewing lease and/or rental income
                                                 from the property to be mortgaged.

       9.6 LOAN RENEWALS                         It is not our policy to automatically offer a renewal on a loan which
                                                 has reached maturity. If a renewal is requested by the borrower, our
                                                 assessment of whether to provide a renewal will be in accordance with the
                                                 Fund’s Lending Principles as above.




12   Mariner Securities Mariner Wholesale Mortgage Trust
10. The Trust’s Distribution Practices
                        The Trust intends to distribute income monthly in arrears. The amount of
                        each distribution may vary. We will usually pay distributions to Unitholders
                        (including IDPS Operators) within 14 days of the end of the month. Indirect
                        Investors should note that we will pay distributions to IDPS Operators and
                        that they should check with their IDPS Operator to ascertain when and
                        how the Trust’s distributions will be passed on to them.
                        An Indirect Investor’s share of any distribution from the Trust depends on
                        the number of Units in the Trust they hold through their IDPS Operator
                        at the end of the distribution period, as a proportion of the total number
                        of Units in the Trust on issue at that time, and the amount of the Trust’s
                        distributable income for that distribution period.
                        The source of the distribution payment will be entirely from income earned
                        from the investment in the Underlying Trust during the relevant distribution
                        period. The Responsible Entity does not intend to make distributions of
                        capital from the Trust.




11. Withdrawal Arrangements from the Trust
11.1 FREEZE ON          At the date of this PDS, because of the state of the market for mortgage
REDEMPTIONS WHILE THE   assets, we consider that the Trust and the Underlying Trust are not ‘liquid’
TRUST IS NOT LIQUID     as defined in the Corporations Act. While this is so, we are not permitted to
                        process redemption requests (except as noted under ‘Hardship’ below).
                        A fund is not ‘liquid’ for this purpose if less than 80% of its assets are
                        liquid assets. The Underlying Trust’s mortgage assets are liquid only if we
                        reasonably expect to be able to realise them for their market value within
                        the period specified in the Underlying Trust’s constitution for satisfying
                        withdrawal requests while the scheme is liquid (60 days). On this basis, at
                        the date of this PDS, we do not consider the Underlying Trust to be liquid.
                        Because redemptions from the Underlying Trust are frozen, the Trust is also
                        not liquid.
                        While this ‘freeze’ on redemptions applies, it is our intention to make a
                        withdrawal offer to investors in each calendar quarter. The pool of funds
                        available to meet redemptions would be sourced from the net proceeds
                        of all loan repayments during the preceding quarter. The withdrawal
                        offer would be open for a three week ‘window’ for receipt of requests,
                        and the next offer period after the date of this PDS is scheduled to
                        commence on or about 9 March 2009 for payments on 6 April 2009. IDPS
                        Operators will be notified of all withdrawal offers. If available funds are
                        not sufficient to pay all withdrawal requests received during the quarter,
                        we will satisfy withdrawals on a proportional basis as the Corporations
                        Act requires. Updated information concerning withdrawals from the Trust
                        will be available on our web site at <www.marinerfunds.com.au/funds/
                        mortgage-management/mariner-mortgage-trust/>. Indirect Investors should
                        check directly with their IDPS Operator that withdrawal requests can be
                        administered by their platform provider.




                                                         Mariner Securities Mariner Wholesale Mortgage Trust   13
       11.2 REDEMPTIONS WHILE                      If the market for mortgage assets improves and the Trust becomes liquid
       THE TRUST IS ‘LIQUID’                       again so that we can process individual redemption requests, we will post
                                                   the information on our web site at <www.marinerfunds.com.au/funds/
                                                   mortgage-management/mariner-mortgage-trust/> and notify IDPS Operators
                                                   that the ‘freeze’ on redemptions has been lifted. While the Trust is liquid and
                                                   redemptions are not frozen, you can make a withdrawal request to your IDPS
                                                   Operator for some or all of your investment at any time, subject to your IDPS
                                                   Operator’s minimum withdrawal and balance amounts.
                                                   Under normal circumstances while the Trust is liquid, if we receive a
                                                   withdrawal request from your IDPS Operator at our Sydney processing
                                                   centre before 2.00pm on a Business Day, we will process the withdrawal on
                                                   that day. If we receive a withdrawal request from your IDPS Operator at our
                                                   Sydney processing centre after 2.00pm or on a day that is not a Business
                                                   Day, we will process the withdrawal request on the next Business Day.
                                                   We usually process and pay withdrawal requests within three Business Days.
                                                   Your IDPS Operator may operate within different timeframes so it may take
                                                   longer for the proceeds of the withdrawal to become available to you.
                                                   The time for processing withdrawal requests may differ in the event that
                                                   the Underlying Trust’s liquidity ratio (or level of cash and cash equivalents)
                                                   falls below 10% of the Underlying Trust’s net assets (refer to section 4). In
                                                   this instance, the processing period for withdrawals may be extended up
                                                   to the maximum allowable under the Underlying Trust’s constitution, which
                                                   is normally 60 days. The Underlying Trust’s up to date liquidity levels and
                                                   its expected withdrawal processing time can be viewed on our web site
                                                   at <www.marinerfunds.com.au/funds/mortgage-management/mariner-
                                                   mortgage-trust/>. The maximum period for processing withdrawal requests
                                                   may be extended beyond 60 days if, while the Underlying Trust is liquid,
                                                   we are not able to realise assets to satisfy a large volume of redemption
                                                   requests because of circumstances outside our control such as restrictions
                                                   in the market for the Underlying Trust’s assets. As the Trust is fully invested
                                                   in units in the Underlying Trust, these liquidity factors affect redemptions
                                                   from the Trust in the same way.
                                                   Please refer to Section 18.3 which summarises the administrative information
                                                   required to process a withdrawal request from an Indirect Investor.

       11.3 POSSIBLE FUTURE                        It is possible that a freeze on redemptions may also occur again at some
       FREEZE ON REDEMPTION                        time in the future. We will at all times keep Unitholders informed of the
                                                   Underlying Trust’s liquidity levels on our website at <www.marinerfunds.
                                                   com.au/funds/mortgage-management/mariner-mortgage-trust/> and meet
                                                   any disclosure obligations under the Corporations Act.

      11.4 HARDSHIP                                On 25 November 2008 ASIC granted relief for both the Trust and the
                                                   Underlying Trust so that we can process requests for redemption in cases
                                                   where we are satisfied that a member has experienced hardship or is likely
                                                   to experience hardship if the member is not allowed to withdraw from the
                                                   Trust. If we are satisfied that a member has experienced hardship or is
                                                   likely to experience hardship then we may process up to one withdrawal
                                                   per member which cannot exceed the lesser of the amount requested and
                                                   $20,000 plus 50% of the balance of your Unit holding. Please contact your
                                                   IDPS Operator if you believe you may be able to withdraw on this basis.


14   Mariner Securities Mariner Wholesale Mortgage Trust
12. The Benefits of Investing in the Trust
               The main benefits of investing in the Trust are the potential for:
               ■	   the payment of a steady, reliable income; and
               ■	   maintenance of the capital value of your investment.

               Other benefits:
               ■	   You will have the services of a skilled and experienced team of
                    commercial mortgage and investment management professionals (see
                    section 20.1 for more information about the role of our service provider,
                    Balmain (MT) Pty Limited, in sourcing mortgages and processing loan
                    applications).
               ■	   Your investment will be pooled with those of other investors in the Trust
                    and collectively you will achieve greater diversification and gain access
                    to investment opportunities that most investors could not obtain on their
                    own.
               ■	   Currently redemptions from the Trust are only permitted through
                    quarterly withdrawal offers (see section 11). If the Trust again becomes
                    liquid, you would have access to your money and you would be able
                    to make a withdrawal request through your IDPS Operator. In those
                    circumstances, we would process and pay withdrawal requests usually
                    within three Business Days. Your IDPS Operator may operate within
                    different timeframes so it may take longer for the proceeds of the
                    withdrawal to become available to you. Withdrawal of your investment
                    may take longer, up to 60 days for processing, if liquidity conditions are
                    constrained. This is explained in more detail in Section 11.
               ■	   Your income will be paid to your IDPS Operator monthly in arrears,
                    normally within 14 days of the end of each month.




                                                   Mariner Securities Mariner Wholesale Mortgage Trust   15
     13. Risks
                                                  Most investments involve a degree of risk. Before investing in the Trust,
                                                  you should think about your own tolerance for risk and how the potential
                                                  investment risks of this Trust may affect you.
                                                  Some of the risks associated with an investment in the Trust are described
                                                  below. Many of these risks relate directly to the Mariner Mortgage Trust
                                                  which is the Underlying Trust into which the Trust invests. We also explain
                                                  some of the steps we take to manage these risks.

     13.1 SINGLE ASSET                            The Trust and the Underlying Trust in which it invests are specialist sector
     CLASS RISK                                   funds that invest primarily in one type of asset – registered first mortgages
                                                  over real property.
                                                  Investors may wish to consult a financial adviser about whether the Trust will
                                                  fit within their investment portfolio, and how they can further diversify their
                                                  investments across and within different asset classes to help manage risk.

     13.2 CREDIT RISK                             This is the risk that a borrower (or a borrower’s guarantor) may not be able
                                                  to meet their financial obligations, or a financial institution where we invest
                                                  the Underlying Trust’s cash portfolio may not repay the investment in full.
                                                  When we make loans on behalf of the Underlying Trust, we seek to
                                                  manage this risk by using the lending guidelines set out in section 9.
                                                  When we invest the Underlying Trust’s cash portfolio, we seek to deal
                                                  with reputable counterparties such as investment rated banks or other
                                                  Authorised Deposit-taking Institutions (ADIs) which are considered to be
                                                  investment quality.

     13.3 INTEREST RATE                           Falling interest rates may reduce the revenue the Trust earns from the
     RISK                                         Underlying Trust and that is likely to reduce the income paid by the Trust.
                                                  Rising interest rates may increase the revenue the Trust earns from the
                                                  Underlying Trust and that is likely to increase the income paid by the Trust.
                                                  Rising interest rates may also lead to higher repayment amounts, which
                                                  may increase the risk of a borrower defaulting. We seek to manage this risk
                                                  in the Underlying Trust through applying the lending guidelines set out in
                                                  section 9.
                                                  Investors should expect some changes to the level of the Trust’s income,
                                                  as a result of changes to official interest rates, general economic conditions
                                                  and consequent changes to lending rates.

     13.4 PROPERTY                                This is the risk associated with falling property values. The Underlying Trust
     MARKET RISK                                  does not invest directly in property, but it does hold mortgage investments
                                                  that are secured over property.
                                                  The Underlying Trust will only lose money as a result of property market risk
                                                  if a borrower defaults, and the security property then sells for less than the
                                                  outstanding loan amount, including any unpaid interest and other costs, or if
                                                  the Underlying Trust is forced to sell mortgage assets to fund redemptions at
                                                  a time when the market for mortgage assets is not favourable.
                                                  We seek to manage this risk through following our lending guidelines (see
                                                  section 9) under which we only lend a percentage of the property’s value.
                                                  We also seek to reduce the concentration of property market risk through
                                                  diversification – we invest in mortgages secured over different types of
                                                  properties in different geographical areas.
16   Mariner Securities Mariner Wholesale Mortgage Trust
13.5 DOCUMENTATION    This is the risk that a problem in documentation could, in certain
RISK                  circumstances, adversely affect the return on an investment. We seek to
                      manage this risk by using experienced lending managers and reputable
                      legal firms.

13.6 LIQUIDITY RISK   This is the risk that investments that are not actively traded may not be
                      readily converted to cash without some loss of capital.
                      We seek to manage this risk by keeping at least 10% of the Underlying
                      Trust’s assets in cash or other liquid investments. In ordinary circumstances
                      we expect that this will be sufficient liquidity to pay monthly distributions.

13.7 TRUST RISK       Risks particular to the Trust include that it could terminate; we could
                      exercise our right to compulsorily redeem your investment or close your
                      Unit class (after giving reasonable notice); subject to the Constitution
                      and the Corporations Act, we could change the fees and expenses; we
                      could be replaced as Responsible Entity (see section 1 of this PDS); our
                      professional commercial lending and mortgage management staff or our
                      service providers could change.
                      As your investment in the Trust will be pooled with other Unitholders’
                      money, it may be affected by the investment decisions made by other
                      Unitholders. In some circumstances this has the potential to reduce returns
                      if we have to sell the Underlying Trust assets to meet withdrawals or if
                      additional investments in the Trust remain in cash pending the making of
                      mortgage investments.

13.8 TRUST            If the Underlying Trust borrows against the assets of the Underlying Trust,
BORROWING             investors’ interests in the Underlying Trust’s assets will generally rank
                      behind the lender. While the Constitution permits borrowing, as at the date
                      of this PDS the Trust and the Underlying Trust have no borrowings nor do
                      they intend to borrow.

13.9 RELATED PARTY    There is a risk that it may be difficult to demonstrate that a related party
TRANSACTIONS          transaction is made on arm’s length commercial terms. The Underlying
                      Trust’s policy is not to enter into any related party dealings to ensure that
                      all investment decisions are made by reference to the Underlying Trust’s
                      robust investment criteria.

13.10 INCONSISTENCY   If valuations are not prepared properly by appropriately qualified and
IN VALUATIONS         experienced valuers, it is difficult to assess the risk exposure associated
                      with the loan. It is also difficult to monitor loan to valuation (LVR) ratios
                      on a continuing basis. To mitigate this risk the Responsible Entity only
                      deals with a panel of valuers that have all received proper accreditation.
                      Moreover as an added qualification, no one valuer is allowed to conduct
                      more than one third of the Underlying Trust’s valuation work.




                                                       Mariner Securities Mariner Wholesale Mortgage Trust   17
     13.11 DISTRIBUTION                           It is the Underlying Trust’s practice to distribute all net income to Trust
     PRACTICES                                    investors. It is the opinion of the Responsible Entity that distributions not
                                                  sourced solely from a Trust’s income presents a risk that the distribution
                                                  practices may not be sustainable over the long term. The Responsible
                                                  Entity is seeking to mitigate this risk for investors by sourcing all of the
                                                  Underlying Trust’s distribution from income earned on its investment loans
                                                  and cash assets.

     13.12 WITHDRAWAL                             Currently the Trust is not liquid and it is not possible to redeem Units at
     ARRANGEMENTS                                 present (see section 11). There is a risk that after the Trust has become
                                                  ‘liquid’ again and normal withdrawal arrangements have resumed, that it
                                                  may become illiquid again at some future time so that normal redemptions
                                                  are again suspended.




18   Mariner Securities Mariner Wholesale Mortgage Trust
14. Portfolio and Performance
              Visit our website at <www.marinerfunds.com.au/funds/mortgage-
              management/mariner-mortgage-trust/> for up-to-date portfolio and/or
              performance information for the Underlying Trust.

14.2 TRUST    The Trust’s effective returns have been:
PERFORMANCE
                Returns for                           Returns for                     Returns from
                12 months to                           2 years to                     inception to
                31 December 2008                   31 December 2008                31 December 2008

                         8.05%                              7.58%                            7.16%


              The Underlying Trust’s effective returns have been:

                Returns for                           Returns for                     Returns from
                12 months to                           2 years to                      inception to
                31 December 2008                   31 December 2008                31 December 2008*

                         7.52%                              7.05%                            6.53%

              *Although Units in the Underlying Trust were first offered to the public on 31 March 2004, the
              performance from inception is reported from 30 June 2004, as this was the date from which the
              Underlying Trust actively acquired mortgages.

              The performance of the Trust and the Underlying Trust assumes the
              reinvestment of monthly income distributions and is quoted after deducting
              all ongoing fees, but excluding any service or withdrawal fees that might
              apply to individual investors.
              Past performance is not a guide to future performance. Information
              in this PDS can change. If a change is not materially adverse, the
              information may be updated and made available to you by your financial
              adviser or IDPS Operator.
              Updated information can also be accessed from our website at
              <www.marinerfunds.com.au/funds/mortgage-management/mariner-
              mortgage-trust/>. We will send you a paper copy of the updated
              information on request.




                                                     Mariner Securities Mariner Wholesale Mortgage Trust       19
     15. Fees
     15.1 CONSUMER ADVISORY WARNING



                                                           DID YOU KNOW?
         Small differences in both investment performance and fees and costs can have a substantial
                                       impact on your long term returns.
           For example, total annual fees and costs of 2% of your fund balance rather than 1% could
            reduce your final return by up to 20% over a 30 year period. (For example, reduce it from
                                               $100,000 to $80,000).
             You should consider whether features such as superior investment performance or the
                       provision of better member services justify higher fees and costs.
           You may be able to negotiate to pay lower contribution fees and management costs where
                               applicable. Ask the fund or your financial adviser.

                                                       TO FIND OUT MORE
               If you would like to find out more, or see the impact of the fees based on your own
              circumstances, the Australian Securities and Investments Commission (ASIC) website
             <www.fido.asic.gov.au> has a managed investment fee calculator to help you check out
                                               different fee options.




20   Mariner Securities Mariner Wholesale Mortgage Trust
15.2 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 assets as a whole.
Taxes are set out in section 16 of this document.
You should read all the information about fees and costs because it is important to understand their impact on your
investment.
Please note the management costs set out in the table below are the aggregate of the fees and costs from the
Trust and the Underlying Trust. We collect a management fee from the Underlying Trust and therefore do not
charge another management fee in the Trust.

             Type of Fee or Cost1                                          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.

 Contribution Fee:                                        Nil                                             N/A
 The fee on each amount contributed to
 your investment by you.

 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.

 Management Costs:                                        Management Costs include:                       The Management Fee
 The fees and costs for managing your                     ■	 Management Fee2 which                        accrues daily and is paid
 investment.                                                 equates to 0.72% p.a. of the                 monthly from the assets of
                                                             Trust’s net asset value or $360              the Underlying Trust.
                                                             per $50,000 invested in the
                                                             Trust2.
                                                          ■     Management Expenses and                   Management Expenses
                                                                Administrative Costs which                and Administrative Costs
                                                                equate to approximately 0.28%             are accrued at the point we
                                                                p.a. of the Trust’s net asset             become reasonably certain
                                                                value or $140 per $50,000                 they will be incurred and are
                                                                invested in the Trust.                    payable from assets of the
                                                                                                          Underlying Trust as and when
                                                                                                          they arise.

 Service Fees:3                                           Nil                                             N/A
 Investment Switching Fee: The fee for
 changing investment options.

 Adviser Service Fee                                      Refer to section 15.3.7 under
                                                          heading ‘Adviser Remuneration’

1 All amounts include GST and take into account any input tax credits or reduced input tax credits available to the Trust. This fee includes an
  amount payable to an adviser (see section 15.3.7).
2 This fee may include an amount payable to an adviser (see section 15.3.7).
3 We may also charge Special Request Fees (see section 15.3.1).


                                                                                         Mariner Securities Mariner Wholesale Mortgage Trust      21
                                                      Example of fees and costs
                                                      This table gives an example of how the fees and costs for this product can
                                                      affect your investment over a one-year period. You should use this table to
                                                      compare this product with other managed investment products.

                                                                                                                     Balance of $50,000 with
                                                                                                                     a contribution of $5,000
                                                                Example1                              %                    during year

                                                        Contribution fees                      0%                    N/A
                                                        Management costs                       1.0% of the           For every $50,000 you
                                                                                               Trust’s net           have in the Trust you will
                                                                                               assets                be charged $500 each
                                                                                                                     year.
                                                        Equals cost of fund                                          If you had an investment
                                                                                                                     of $50,000 at the
                                                                                                                     beginning of the year
                                                                                                                     and you put in an
                                                                                                                     additional $5,000 during
                                                                                                                     the year, you would be
                                                                                                                     charged fees of $500 to
                                                                                                                     $550.2
                                                                                                                     What it costs you will
                                                                                                                     depend on the amount
                                                                                                                     you have invested and
                                                                                                                     the fees you negotiate
                                                                                                                     with your financial
                                                                                                                     adviser.

                                                      To calculate the impact that fees will have on your investment returns over
                                                      time, consult your financial adviser or IDPS Operator or visit www.asic.gov.
                                                      au, where ASIC offers a free calculator to help investors compare the fees of
                                                      different products.

      15.3 ADDITIONAL                                 15.3.1 Special request and other ‘user pays’ fees
      EXPLANATION OF                                  We may pass on incidental costs and charges, such as cheque dishonour
      FEES AND COSTS
                                                      fees, to you if they are the result of your acts or omissions.
                                                      We can also levy a surcharge on such Unitholders ‘user pays’ transaction
                                                      fees. The surcharge can be up to 50% of the fees the Trust pays to a
                                                      service provider to facilitate the transaction. We do not currently charge this
                                                      additional amount. If we decide to do so in future, we will first give 30 days’
                                                      written notice to Unitholders (such as your IDPS Operator).
                                                      Under the Constitution, we can charge $20 for each transaction made
                                                      under any Regular Savings Plan or Regular Payments Plan. We can also
                                                      charge $20 for each transaction where the amount invested, withdrawn or
                                                      kept invested is less than the minimum amount set by us.
                                                      We do not currently charge these fees. If we decide to do so in future, we
                                                      will first give Unitholders 30 days’ written notice.



     1 All amounts include GST and take into account reduced input tax credits that may be available to the Trust.
     2 The amount that you pay depends upon time during the year when you make the additional contribution.



22   Mariner Securities Mariner Wholesale Mortgage Trust
15.3.2 Transaction costs
The Constitution authorises us to include transaction costs in the
calculation of the application and redemption prices. Transaction costs
are the costs of buying or selling assets to reflect inflows and outflows
from the Trust (as opposed to trading costs associated with the every day
management of a trust’s investment portfolio). The purpose of factoring
transaction costs into the application and redemption prices of Units is to
avoid an adverse impact on existing Unitholders who are not buying or
selling Units.

Transaction costs will be nil while the Trust is 100% invested in the
Underlying Trust.

15.3.3 Maximum fees
The fees currently charged are set out in section 15.2. Under the
Constitution, we are entitled to charge the following maximum fees (GST
may be added to all of these fees):
■	 Contribution Fee (entry fee) – up to 1% of the amount invested.
■	 Withdrawal Fee (exit fee) – up to 5% of the withdrawal price of any
   Units that have not been on issue for 18 months or more.
■	 Management Fee – up to 3% of the net asset value of the Trust.
■	 ‘User Pays’ Fees as described in section 15.3.1.

We do not currently charge any contribution, withdrawal or user pays fees.
We also charge less than the maximum management fee provided for under
the Constitution.

Under the Underlying Trust’s constitution, we are entitled to charge the
following fees (GST may be added to all of these fees):
■	 Contribution Fee (entry fee) – up to 1% of the amount invested.
■	 Withdrawal Fee (exit fee) – up to 5% of the withdrawal price of any
   Units that have not been on issue for 18 months or more.
■	 Management Fee – up to 3% of the net asset value of the Trust.
■	 ‘User Pays’ Fees as described in section 15.3.1.

The Underlying Trust’s constitution also allows us to retain the penalty
interest paid by borrowers who are in default. We have chosen not to retain
this interest. Instead, any penalty interest will be paid to the Underlying
Trust and any costs associated with administering loans in default will be
recovered from the Underlying Trust.




                                 Mariner Securities Mariner Wholesale Mortgage Trust   23
                                                     15.3.4 Changing fees and costs
                                                     The fees shown in the table in section 15.2 are current at the date of this
                                                     PDS. We would give Unitholders, including your IDPS Operator, at least
                                                     30 days’ written notice of any proposed change in fees we charge as
                                                     Responsible Entity.
                                                     New fees can be introduced if they are allowed by the Constitution. We
                                                     cannot charge more than the Constitution allows (see the maximum fees
                                                     set out in section 15.3.2 above). If we wanted to raise fees above the
                                                     amounts allowed for in the Constitution, we would need the approval by
                                                     75% of Unitholders’ votes cast at a meeting.
                                                     While we do not intend to change the Management Fee, it is possible
                                                     that some components of the ongoing management and administrative
                                                     expenses1 that we 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 the costs of investor meetings,
                                                     changes to the Constitution and 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.

                                                     15.3.5 Negotiation of fees
                                                     We may negotiate, rebate, or waive our fees when dealing with sophisticated
                                                     or professional investors or wholesale clients as defined by the Corporations
                                                     Act (including your IDPS Operator). We cannot negotiate fees with retail
                                                     investors. We can negotiate fees with Unitholders that are IDPS Operators
                                                     because they are wholesale investors.

                                                     15.3.6 GST
                                                     The Constitution allows us to recover from the Trust, in addition to any fee
                                                     or other amount or consideration payable to us in respect of any supply in
                                                     connection with the Trust, an amount equal to any GST liability we incur in
                                                     respect of the supply.

                                                     15.3.7 Adviser Remuneration
                                                     Commissions and payments to other financial services intermediaries
                                                     (including payments to IDPS Operators that offer Units in the Trust on their
                                                     investment menus) are paid from the management and administrative costs,
                                                     which are first paid to us (see section 15.2).
                                                     These commissions may be up to 0.05% of funds invested. IDPS Operators
                                                     and financial advisers are obliged to disclose commission arrangements to
                                                     you in their IDPS guide or financial services guide (FSG).




     1 These are costs and expenses incurred by us 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 under the Constitution.



24   Mariner Securities Mariner Wholesale Mortgage Trust
16. Tax and Your Investment
              Acquiring, holding and disposing of units in trusts can have important
              taxation and social security implications for investors. The following
              summary is a general summary of current tax legislation. Tax and social
              security requirements are complex and you should obtain professional
              advice on your circumstances. Indirect Investors in particular, should seek
              independent advice and consult the offer document for their IDPS for
              general information about their taxation position.
              The Trust generally does not pay income tax as all taxable income is
              distributed to investors in proportion to their Unitholding. For Australian
              resident investors, you will need to include in your taxable income for
              the year any taxable income distributed to you even if you reinvest your
              distributions or if payment is not received in that year. It is not expected
              that you will receive any distributions of net capital gains as part of regular
              distributions from the Trust.
              If a Unitholder is a non-resident of Australia for taxation purposes, the
              Responsible Entity will deduct the applicable withholding tax.
              As distributable amounts are a component of the Unit price, the Unit price
              normally falls by the distribution amount following a distribution. Unitholders
              who invest just before a distribution may receive some of their Investment
              capital back immediately as income. Conversely, Unitholders who withdraw
              funds just before a distribution might turn income into a capital gain or
              reduce their capital losses.
              If, in the course of managing the Trust’s investments, the Responsible Entity
              sells a capital asset (such as units in the Underlying Trust) which it has not
              held for at least 12 months, any capital gains arising on disposal will be
              included in the calculation of the net capital gain of the Trust available for
              distribution. The net capital gain component of the distribution would be
              included in the Unitholder’s assessable income.
              Capital gains tax liabilities may arise on the disposal of Units. Under existing
              Australian capital gains tax rules if the Unitholder is an individual, trust or
              complying superannuation entity that has owned the Unit for at least 12
              months a capital gains tax discount may be available. In this case the
              amount of capital gain to be included in the Unitholder’s assessable income
              may be reduced by 50% for individuals and trusts and 33.3% for complying
              superannuation entities.

16.1 GST      The GST disclosures contained in this PDS are of a general nature only.
              GST should not be payable on your investment in the Trust. You do not
              need to be registered for GST to invest in the Trust. Fees payable in respect
              of the management of the Trust are subject to GST, as detailed in this PDS.




                                                Mariner Securities Mariner Wholesale Mortgage Trust   25
     17. Mariner Securities Limited
                                                 The Responsible Entity of the Trust is currently Mariner Securities Limited, a
                                                 member of the Mariner Financial group.
                                                 Established in 2003, the Mariner Financial group is an Australian owned
                                                 financial services company which focuses on servicing Australia’s growing
                                                 superannuation market by providing uniquely structured investment
                                                 and retirement income solutions. As part of its broader product creation
                                                 activities, it specialises in structuring property assets to provide stable long
                                                 term cash flow and capital investment products.

     17.1 DIRECTORS OF THE                       Bill Ireland – Managing Director
     RESPONSIBLE ENTITY                          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
                                                 and, as Managing Director and principal shareholder, he was instrumental
                                                 in developing the foundations of the Challenger Group, which listed on the
                                                 Australian Stock Exchange in October 1987.
                                                 As Managing Director, Bill was responsible for developing Challenger into
                                                 a diversified international financial services company. Bill stepped down as
                                                 Managing Director of Challenger in April 2003 and established the Mariner
                                                 Financial group in May 2003.

                                                 Brent Cubis – Executive Director
                                                 Brent Cubis is the Chief Operating Officer and Chief Financial Officer of
                                                 Mariner Financial Limited. Prior to his appointment in April 2007, Brent was
                                                 the CFO for Nine Network Australia for four years and before that worked at
                                                 PBL’s sister company, ACP Magazines for two years. Brent has over
                                                 20 years experience in senior financial roles across a broad range of
                                                 industries, where he has managed finance teams that have assisted the
                                                 earnings drive and business growth for the following leading Australian
                                                 companies and industries: Media (Publishing and Broadcasting Limited);
                                                 Funds Management (Bankers Trust); Property (Westfield Holdings);
                                                 Hospitality (Sheraton Hotels). Brent qualified as a chartered accountant with
                                                 Deloitte Haskins and Sells, Sydney after a transfer to their New York and
                                                 Michigan offices.
                                                 David Heaney – Non-executive Director
                                                 David Heaney has more than 38 years experience in banking and corporate
                                                 finance gained with the National Australia Bank Limited and subsidiary
                                                 companies. Mr Heaney held several senior management positions in
                                                 Australia and the United States, the most recent positions being General
                                                 Manager, Corporate Banking Victoria and Regional Director, Project and
                                                 Structured Finance, prior to his retirement in August 1999.
                                                 He is currently an Executive Director of Thompson Partners Pty Limited
                                                 (consulting company), and a non-executive director of Colorpak Limited
                                                 (since 2004, ASX: CKL) and Cyclopharm Limited (since February 2008,
                                                 ASX: CYL). He brings strong banking and finance skills, together with
                                                 corporate governance experience to the Responsible Entity.




26   Mariner Securities Mariner Wholesale Mortgage Trust
18. Making, Withdrawing and Monitoring an
    Investment in the Trust
18.1 MAKING AN           To invest in the Trust through an IDPS, please complete the forms that your
INVESTMENT               IDPS Operator requires.

18.2 COOLING-OFF RIGHT   IDPS Operators, other wholesale clients and Indirect Investors do not have
                         cooling-off rights for investments in the Trust. As an Indirect Investor you
                         should consult you IDPS Operator about any cooling-off rights that you may
                         have within your IDPS.

18.3 WITHDRAWING YOUR    As an Indirect Investor, if you wish to withdraw funds you have invested
INVESTMENT               in the Trust through an IDPS, you must contact your IDPS Operator and
                         complete any paperwork that it requires. You may also wish to consider
                         your capital gains tax position prior to making a withdrawal.
                         We usually process and pay withdrawal request within three Business Days.
                         Your IDPS Operator may operate within different timeframes so it may take
                         longer for the proceeds of the withdrawal to become available to you.
                         In certain circumstances we can suspend or delay processing withdrawal
                         requests. This includes circumstances where we cannot value the Trust and
                         where the Trust becomes illiquid.
                         Currently as both the Trust and the Underlying Trust are not liquid we are
                         unable to process normal withdrawal requests, but intend to make regular
                         withdrawal offers as explained in section 11. However, if the Trust becomes
                         ‘liquid’ in the future, we will be able to process withdrawal requests in the
                         future.

18.4 MONITORING YOUR     If you have any enquiries about your investment in the Trust, you should
INVESTMENT               contact your financial adviser or your IDPS Operator.
                         We will send all statements, transaction confirmations, distribution advice,
                         Trust reports and other information directly to your IDPS Operator, who may
                         use this information to report to you.

18.5 DISTRIBUTIONS       The Trust intends to distribute income monthly in arrears. The amount of
                         each distribution may vary. We will usually pay distributions to Unitholders
                         (including IDPS Operators) within 14 days of the end of the month.
                         Indirect Investors should note that we will pay distributions to IDPS
                         Operators and that they should check with their IDPS Operators to ascertain
                         when and how the Trust’s distributions will be passed on to them.

18.6 PRIVACY AND         The information we collect from IDPS Operators is information about them
PERSONAL INFORMATION     which we use to establish and administer their investments in the Trust.
                         We do not usually receive or store any personal information about Indirect
                         Investors. For instance, we do not store your name, your address or your
                         tax file number. If we do receive any of your personal information we will
                         deal with it in accordance with our privacy policy which can be obtained by
                         calling our Investor Services Team on 1800 009 963.




                                                         Mariner Securities Mariner Wholesale Mortgage Trust   27
     18.7 CHANGING YOUR                          Please contact your IDPS Operator if you wish to change your address,
     ADDRESS, PAYMENT                            payment instructions or other investment or personal details.
     INSTRUCTIONS OR OTHER
     DETAILS

     18.8 DISPUTE RESOLUTION                     Please contact your IDPS Operator if you wish to make a complaint. Your
                                                 IDPS Operator’s dispute resolution processes should be set out in the offer
                                                 document for your IDPS.
                                                 The Trust also has a complaints process that complies with the Constitution
                                                 and compliance plan which may be accessed by Unitholders including your
                                                 IDPS Operator. Our contact details are shown in the Directory.

     18.9 ANTI-MONEY                             We are bound by laws about the prevention of money laundering and the
     LAUNDERING                                  financing of terrorism, including the Ant-Money Laundering and Counter
                                                 Terrorism Financing Act 2006 (AML/CTF Laws). Any person, such as your
                                                 IDPS Operator, who applies for Units in the Trust agrees by making an
                                                 application that:
                                                  ■	   they do not subscribe to the fund under an assumed name;
                                                  ■	   any money used by them to invest in the securities is not derived from or
                                                       related to any criminal activities;
                                                  ■	   if we ask, they will provide us with additional information we reasonably
                                                       require for the purposes of AML/CTF Laws (including information about a
                                                       holder of a security, any beneficial interest in the securities, or the source
                                                       of funds used to invest);
                                                  ■	   we may obtain information about them or any beneficial owner of a
                                                       security from third parties if we believe this is necessary to comply with
                                                       AML/CTF Laws; and
                                                  ■	   in order to comply with AML/CTF Laws we may be required to take
                                                       action, including:
                                                       ■	 delaying or refusing the processing of any application or withdrawal; or

                                                       ■	 disclosing information that we hold about them or any beneficial owner

                                                          of the securities to our related bodies corporate or service providers,
                                                          or relevant regulators of AML/CTF Laws (whether in or outside of
                                                          Australia).




28   Mariner Securities Mariner Wholesale Mortgage Trust
19. The Constitution
                           The following is a summary of the material provisions of the 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 Constitution has been lodged with ASIC. Unitholders
                           are able view the constitution at the offices of the Responsible Entity on
                           request.
                           The Constitution is dated 19 November 2004. The Constitution deals with a
                           number of matters, including:
                           ■	   application and redemption procedures for Units in the Trust;
                           ■	   the Compliance Committee, and handling of complaints;
                           ■	   the Responsible Entity’s powers, which are broad, and include powers to
                                deal with Trust property;
                           ■	   Unitholders’ meetings;
                           ■	   liability of the Responsible Entity;
                           ■	   the Responsible Entity’s right of indemnity out of Trust property in its role
                                as Trustee of the Trust;
                           ■	   liability of Unitholders;
                           ■	   how the Constitution can be amended;
                           ■	   income and distributions to Unitholders;
                           ■	   remuneration of the Responsible Entity and expenses that may be paid
                                or reimbursed out of the Trust; and
                           ■	   the life of the Trust and entitlements of Unitholders on termination.
                           You or your IDPS Operator can obtain a copy of the Constitution by calling
                           us on 1800 009 963. Please note that if you are an Indirect Investor you
                           are not a Unitholder in the Trust, so some information contained in the
                           Constitution, including sections about the rights and liabilities of Unitholders,
                           does not apply to you.

19.1 THE RESPONSIBLE       As Responsible Entity of the Trust, we are responsible to members for its
ENTITY                     operation and owe duties under Chapter 5C of the Corporations Act and
                           also fiduciary duties as trustee of the Trust.
                           We may retire as Responsible Entity in the circumstances set out in the
                           Corporations Act. Members may also remove the Responsible Entity by
                           following the procedures set out in the Corporations Act.

19.2 REDEMPTION OF UNITS   Unitholders such as your IDPS Operator have a right to redeem their units
                           in the Trust within 60 days of receipt by us of a redemption request if the
                           Trust is liquid (see section 11). While the Trust is not liquid the Constitution
                           facilitates pro rata withdrawal offers at the Responsible Entity’s discretion.
                           The Constitution has been amended to allow withdrawals while the Trust is
                           not liquid in ‘hardship’ cases.




                                                                Mariner Securities Mariner Wholesale Mortgage Trust   29
      19.3 POWERS OF THE                          As Responsible Entity we have been given very wide powers. We have all the
      RESPONSIBLE ENTITY                          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 our capacity as Responsible Entity, we are entitled to borrow and raise
                                                  money for the Trust, invest in and deal with property and rights in our
                                                  absolute discretion, and to generally manage the Trust. We can appoint
                                                  agents or delegates.
                                                  We and our associates may hold Units in the Trust or interests in any related
                                                  trust or company, in any capacity, and deal with ourselves in another capacity
                                                  or with any Unitholder.
                                                  We have the power to change the Constitution but, if the change would
                                                  adversely affect Unitholders’ rights, only with the approval of 75% of votes
                                                  cast by Unitholders entitled to vote on the resolution.

      19.4 LIMITATION OF                          The Constitution provides that the Responsible Entity is not liable in contract,
      LIABILITY AND INDEMNITY                     tort or otherwise to Unitholders for any loss suffered in any way relating to the
                                                  Trust except to the extent that the Corporations Act imposes such liability.
                                                  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 Responsibility Entity’s
                                                  ability to be indemnified from the assets of the Trust.
                                                  We are entitled to be indemnified out of the assets of the Trust for any liability
                                                  incurred by us in properly performing or exercising any of our powers or
                                                  duties in relation to the Trust. To the extent permitted by the Corporations
                                                  Act, the indemnity extends to the liability incurred as a result of any act or
                                                  omission of a delegate or agent appointed by us.
                                                  Members of the Trust Compliance Committee may, while acting in that
                                                  capacity, if they incur a liability in good faith, be indemnified out of the assets
                                                  of the Trust to the extent permitted by the Corporations Act.

      19.5 UNITS                                  Each Unit confers an equal and undivided interest in the assets of the Trust
                                                  subject to rights, restrictions and obligations attaching to that Unit. It does not
                                                  confer an interest in any particular asset of the Trust.

      19.6 APPLICATION AND                        The Application Price (which is the Unit price at which investors, including
      REDEMPTION PRICES                           your IDPS Operator, buy Units) is calculated as follows:
                                                  net asset value + transaction costs
                                                  number of units in issue
                                                  We must calculate each of the variables in the formula for the Application
                                                  Price at the next valuation time after we receive the application for Units or
                                                  when we receive the payment for those Units, whichever is later.
                                                  The Redemption Price (which is the Unit price at which Unitholders, including
                                                  your IDPS Operator, redeem Units from the Trust) is calculated as follows:
                                                  net asset value - transaction costs
                                                  number of units in issue
                                                  We must calculate each of the variables in the formula for calculating the
                                                  Redemption Price at the next valuation time after we receive or are taken to
                                                  have received the withdrawal request.



30   Mariner Securities Mariner Wholesale Mortgage Trust
                         While the Trust is liquid, Unit prices are usually calculated each Business
                         Day.
                         When we calculate the net asset value of the Trust we must use the
                         most recent market value of the Trust’s property and the most recent
                         determination of its liabilities, including any provisions that have been taken
                         into account, normally in accordance with generally accepted accounting
                         principles.

19.7 TRANSFER OF UNITS   Subject to our right to refuse a transfer, Unitholders, including your IDPS
                         Operator, may transfer their Units. Please contact our Investor Services
                         Team on 1800 009 963 for more details.

19.8 INCOME AND          We will determine the distributable income for the Trust for each financial
DISTRIBUTIONS            year. It is currently proposed that distribution periods will end on the last day
                         of each calendar month, although we can vary this.
                         A Unitholder’s share of any distribution depends on the number of Units
                         they held at the end of the distribution period, as a proportion of the total
                         number of Units in the Trust on issue at that time, and the amount of the
                         Trust’s distributable income for that distribution period.

19.9 REMUNERATION OF     Details of the maximum fees provided for under the Constitution appear in
THE RESPONSIBLE ENTITY   section 15. Section 15 also sets out the fees that are currently charged.
                         We may accept lower fees than we are 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,
                         we may be reimbursed from the Trust for all expenses incurred in relation to
                         the proper performance of our duties in relation to the Trust. For example,
                         this would include expenses in connection with promoting the Trust,
                         dealing with Trust assets, tax agents’ and delegates’ fees, the compliance
                         committee established under the Corporations Act and preparing the PDS
                         for the Trust.

19.10 CHANGING THE       If a change to the Constitution would not adversely affect Unitholders’ rights,
CONSTITUTION             it can be made by a deed executed by the Responsible Entity. Otherwise
                         the change must be approved by a resolution passed by 75% of votes cast
                         by Unitholders entitled to vote on the resolution.

19.11 UNITHOLDER         The quorum for a meeting of Unitholders is at least two Unitholders together
MEETINGS                 holding at least 10% of all Units. Unitholders’ rights to requisition, attend
                         and vote at meetings are mainly contained in the Corporations Act.

19.12 CREDIT RATING      The Constitution authorises us to take actions connected with the Trust
                         having a credit rating if this is required.




                                                               Mariner Securities Mariner Wholesale Mortgage Trust   31
      19.13 LIABILITY OF                          The Constitution contains provisions designed to limit a Unitholder’s liability
      UNITHOLDERS                                 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.
                                                  We are entitled to be indemnified by a Unitholder to the extent that we incur
                                                  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.

      19.14 TERMINATION OF                        The Trust terminates on the earliest of:
      THE TRUST                                    ■	   the eightieth anniversary of the day before the Trust commenced; or
                                                   ■	   a date determined by Unitholders by extraordinary resolution (as defined in
                                                        the Corporations Act);
                                                   ■	   the date specified by the Responsible Entity as the date of termination of
                                                        the Trust; or
                                                   ■	   the date that the Trust terminates in accordance with any other provision
                                                        of the Constitution or the 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 from the Trust
                                                  first, in satisfaction of any positive income entitlement, and then pro rata to
                                                  Unitholders according to the number of Units they hold less, in the case of
                                                  any Unitholder, a negative income entitlement of that Unitholder.

      19.15 THE TRUST’S                           We have established a compliance plan for the Trust that is monitored by
      COMPLIANCE PLAN                             the Compliance Committee. The Compliance Committee consists of three
                                                  members, two of whom are external to the Responsible Entity.
                                                  The compliance plan describes the procedures the Responsible Entity will
                                                  apply to ensure compliance with the Corporations Act and the Constitution in
                                                  accordance with Part 5C.4 of the Corporations Act.




32   Mariner Securities Mariner Wholesale Mortgage Trust
20. Our Service Providers
20.1 THE INVESTMENT   The Investment Manager
MANAGER (AND THE
                      In our capacity as responsible entity of the Underlying Trust, we have
BALMAIN GROUP)
                      entered into an Investment Management Agreement with Balmain (MT)
                      Pty Limited (the previous Investment Manager was Mariner Mortgage
                      Management Limited (MMM)) to source and manage the Underlying Trust’s
                      investments. In carrying out its duties, the Investment Manager must at
                      all times ensure that the Underlying Trust’s investments conform to the
                      investment guidelines and restrictions contained in this PDS (see sections
                      4 through 9) or as we otherwise direct from time to time.
                      The Investment Manager’s Chief Executive Officer is John Thomas. John
                      has been involved in banking and finance for 34 years, with 21 years in
                      funds management. Prior to joining the Investment Manager, John worked
                      for over 15 years for the Howard Group which was subsequently acquired
                      by the Challenger International Group. John joined the Howard Group, in its
                      early days in 1987 as the manager of its mortgage trust with assets of
                      $8 million, and continued in senior management roles until May 2003,
                      by which time the assets of that trust had grown to $2.6 billion. He was
                      instrumental in establishing a property trust division of Howard in 1996 and
                      has been involved in the purchase and management of a number of large
                      commercial properties.
                      John has been involved in all aspects of the operation of mortgage trusts
                      and brings a wealth of expertise to the management of the Underlying Trust,
                      particularly in the sourcing and assessment of mortgage loans, assets, and
                      management.
                      For the year to 30 June 2008, MMML was paid $1,542,000 for investment
                      management services it provided to the Underlying Trust.
                      Balmain (MT) Pty Limited has consented to being named in this PDS as the
                      investment manager to the Responsible Entity and has not withdrawn its
                      consent to being named as at the date of this PDS.
                      The Balmain Group and the proposed responsible entity
                      As explained in section 1 above it is proposed that the responsible entity
                      of the Trust be changed from Mariner Securities Limited to Balmain Fund
                      Administration Limited (BFAL). BFAL is a newly established wholly-owned
                      subsidiary of Balmain NB Corporation Limited (Balmain).

20.2 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 of the Trust is also the custodian of the Underlying Trust.
                      BNP has appointed a specialist sub-custodian to hold the assets of the
                      Underlying Trust.
                      In addition to being appointed the Custodian, BNP Paribas Fund Services
                      Australasia Pty Limited has been appointed to provide registry services to
                      the Trust.
                      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 or the
                      performance of the Trust.




                                                        Mariner Securities Mariner Wholesale Mortgage Trust   33
                                                  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.
                                                  BNP Paribas Fund Services Australasia Pty Limited has consented to being
                                                  named in this PDS as the custodian and registry services provider of the Trust
                                                  and has not withdrawn its consent to being named as at the date of this PDS.

      20.3 THE TRUST’S                            KPMG has consented to being named in this PDS as the auditor of the Trust
      AUDITOR                                     and has not withdrawn its consent to being named as at the date of this
                                                  PDS.
                                                  KPMG has not authorised or caused the issue of this PDS, does not make,
                                                  or purport to make, any statement in this PDS and, to the maximum extent
                                                  permitted by law, expressly disclaims and takes no responsibility for any part
                                                  of this PDS other than a reference to its name and role.

      20.4 SOLICITOR TO THE                       Mallesons Stephen Jaques has consented to being named in this PDS as the
      RESPONSIBLE ENTITY                          solicitor to the Responsible Entity and has not withdrawn its consent to being
                                                  named as at the date of this PDS.
                                                  Mallesons Stephen Jaques has not authorised or caused the issue of this
                                                  PDS, does not make, or purport to make, any statement in this PDS and,
                                                  to the maximum extent permitted by law, expressly disclaims and takes no
                                                  responsibility for any part of this PDS other than a reference to its name and
                                                  role.




34   Mariner Securities Mariner Wholesale Mortgage Trust
Directory
            Responsible Entity   Mariner Securities Limited
            of the Trust         Level 40, The Chifley Tower
                                 2 Chifley Square
                                 Sydney NSW 2000

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

            Legal Advisers       Mallesons Stephen Jaques
                                 Level 61, Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000

            Auditor              KPMG
                                 10 Shelley Street
                                 Sydney NSW 2000
MARINER FINANCIAL LIMITED

Sydney
Level 40, The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Telephone 02 9238 0750
Facsimile 02 9238 0790




Mariner Financial Limited ASX: MFI




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THE INTERNATIONAL CODE OF SIGNALS
allows ships of all nations to communicate        Investor Services 1800 009 963
with each other. The code’s simple, powerful
design has created a universal language           Adviser Services 1800 009 964
that brings mariners together in a partnership
of understanding. Mariner has adopted a similar   www.marinerfunds.com.au
philosophy - working in partnership to design
simple, tailored investment solutions with
universal applications.

								
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