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					PRODUCT DISCLOSURE STATEMENT
              VERSION 8




          Classic Holiday Club
           ARSN 111 354 440

                Issued by
          Classic Clubs Limited
           ACN 104 824 964
     as Responsible Entity and Issuer




             1 JULY 2008
Corporate Directory

*Responsible Entity                                   *Club
Classic Clubs Limited ACN 104 824 964                 Classic Holiday Club ARSN 111 354 440
2074 Gold Coast Highway, Miami Qld 4220               2074 Gold Coast Highway, Miami Qld 4220
(PO Box 384, Coolangatta Qld 4225) Australia          (PO Box 384, Coolangatta Qld 4225) Australia
Telephone: +61 (0)7 5595 7555                         Telephone: +61 (0)7 5595 7555
Facsimile: +61 (0)7 5595 7500                         Facsimile: +61 (0)7 5595 7500
Email: points@classicholidayclub.com.au               Email: points@classicholidayclub.com.au
Internet: www.classicholidayclub.com.au               Internet: www.classicholidayclub.com.au

*Developer                                            New Membership & Sales Enquiries
                                                      The Sales Company
Classic Property Holdings Pty Ltd ACN 053 220 269
2074 Gold Coast Highway, Miami Qld 4220               Classic Holiday Club Pty Ltd ACN 102 964 652
(PO Box 384, Coolangatta Qld 4225) Australia          2074 Gold Coast Highway, Miami Qld 4220
Telephone: +61 (0)7 5595 7555                         (PO Box 384, Coolangatta Qld 4225) Australia
Facsimile: +61 (0)7 5595 7500                         Telephone: +61 (0)7 5595 7555
                                                      Facsimile: +61 (0)7 5595 7500
                                                      Email: sales@classicholidayclub.com.au

*Reservation/Membership Enquiries via the Manager     Accountant and Auditor of the Club
                                                      WHK Horwath (Brisbane)
Classic Leisure Pty Ltd ACN 097 693 144
                                                      Level 16, 120 Edward Street
T/as Classic Holidays
                                                      Brisbane Qld 4000
2074 Gold Coast Highway, Miami Qld 4220
                                                      Australia
(PO Box 384, Coolangatta Qld 4225) Australia
                                                      Tel: +61 (0)7 3233 3555
Telephone: +61 (0)7 5595 7555
                                                      Fax: +61 (0)7 3210 6183
Facsimile: +61 (0)7 5595 7500
                                                      Email: bris@whkhorwath.com.au
Toll Free (Aust) 1300 785599
Toll Free (NZ) 0800 554433
Email: reservations@classicholidayclub.com.au

IMPORTANT INFORMATION

This Product Disclosure Statement (PDS) is accompanied by a Loose-Leaf Price List which forms part of this
PDS, and must be read in conjunction with the other parts.
This PDS is dated 1 July 2008. It replaces all previously issued product disclosure statements and
prospectuses and will remain in force until replaced, supplemented or withdrawn.
This PDS is prepared and issued by Classic Clubs Limited ACN 104 824 964 (Classic) as the Responsible
Entity for the Classic Holiday Club ARSN 111 354 440 (Club), which is a registered managed investment
scheme under the Corporations Act. Classic has prepared this PDS for the use of persons who are
considering purchasing Club Points.
This PDS does not constitute an offer in any jurisdiction to any person to whom it would be unlawful to do so.
No person is authorised to give any information or to make any representation in connection with the Classic
Holiday Club which are not contained in this PDS. Any information or representation not so contained may
not be relied on as having been authorised by Classic Clubs Limited in connection with this offer.
This PDS is available in electronic form via the Responsible Entity's web site
www.classicholidayclub.com.au. Persons having received a copy of this PDS in its electronic form may
obtain a hard copy of the PDS (free of charge) during the life of this PDS by contacting the secretary of the
Responsible Entity at its registered office. Applications for Club Points may only be made on the Membership
Application Form attached as Schedule 3 to the PDS in its hard copy form or as downloaded in its entirety
from the web site. You are encouraged to read the PDS carefully.

CHANGES TO INFORMATION

Information contained in this PDS may change from time to time. If the change is materially adverse, then in
accordance with the Corporations Act, the Responsible Entity will issue a supplementary PDS. However, if
the change will not be materially adverse to the offer, then the Responsible Entity may not issue a
supplementary PDS. Updated information will be available from the Responsible Entity’s website at
www.classicholidayclub.com.au or, upon formal request; the Responsible Entity will provide you with a paper
copy of any updated information free of charge.
A Glossary of Terms is located on pages [22 to 25] of this PDS.




PDS/V8 / 1 July 2008                                                                                 Page 1
Classic Holiday Club

Table of Contents

Corporate Directory
Welcome to the Only Way to Holiday
1.0 The Key Features of Classic Holiday Club Membership
2.0 What is Classic Holiday Club?
3.0 Where can I go on holiday?
4.0 What are the costs?
5.0 Protection of your interest
6.0 Who is Classic Holiday Club?
7.0 Risk factors
8.0 Summary of material contracts
9.0 Financial information
10.0 Additional information


Glossary of Terms

Attachments

Schedule 1 – Cooling-Off Statement

Schedule 2 – Annual Budget

Schedule 3 – Application for Club Points (Membership Application Form)

Appendix 1 – Fees and Charges




PDS/V8 / 1 July 2008                                                     Page 2
Welcome to the Only Way to Holiday


You have the opportunity to own your future holidays with Classic Holiday Club, a popular, innovative and
dependable holiday membership that guarantees you high quality accommodation and a lifetime of holiday
memories.
Holiday ownership, or timeshare, has always been there to help people relax and enjoy their holidays, and is
now the fastest growing tourism segment globally.
Classic Clubs Limited holds an Australian Financial Services Licence (AFSL), being licence number 246232,
issued by the Australian Securities and Investments Commission (ASIC) and it is our motto to serve the
public and our Club Members with the highest levels of integrity, well-maintained Club Apartments and good
service.
Classic Holiday Club is a regulated Managed Investment Scheme registered with ASIC and established and
operated under the Corporations Act of Australia. It is important to note that while the Club is regulated by
ASIC as a Managed Investment Scheme it is intended to provide you with lifestyle opportunities and is not
designed to provide financial returns.
As a Member of Classic Holiday Club, your rights are protected because the Club Apartments owned by the
Club are held in trust by the Responsible Entity, Classic Clubs Limited. The Club’s Constitution also provides
that Club Apartments may not be charged or mortgaged thereby safeguarding your usage rights.
This Product Disclosure Statement explains the many benefits, obligations, risks and otherwise of Classic
Holiday Club Membership: the Club’s flexibility and ease of use; a measure of protection from inflation; and
an extensive variety of popular holiday destinations being just a few highlights. We trust once you’ve been
introduced to the Club, you’ll agree that Classic Holiday Club is the Only Way to Holiday!




PDS/V8 / 1 July 2008                                                                                Page 3
1.0    THE KEY FEATURES OF CLASSIC HOLIDAY CLUB MEMBERSHIP

       Classic Clubs Limited ACN 104 824 964 is the registered Responsible Entity of Classic Holiday Club a
       managed investment scheme ARSN 111 354 440 and the issuer of Club Points in the Club.
1.1    Benefits
       •      LIFESTYLE – While Classic Holiday Club is a regulated Managed Investment Scheme
              registered with ASIC and established and operated under the Corporations Act of Australia, it is
              important to note that the Club is intended to provide you with lifestyle opportunities, and is
              not designed to provide financial returns.
       •      MEMBERSHIP – As a Member in Classic Holiday Club you have an opportunity to own, rather
              than rent, your future holidays in high quality Club Apartments within Classic Holiday Club. You
              gain a beneficial interest in the assets of the Club. Membership Rights are set out in section 5.
       •      ASSET – You have the right to use, rent, lend, will or transfer your Membership in the Club.
       •      CREDIBILITY – Classic Holiday Club is part of the Classic Group, Australia’s largest privately
              owned holiday ownership and timeshare management group, manages around 25,000
              members. The Classic Group recently celebrated its 30th anniversary.
       •      FLEXIBILITY – Unlike traditional timeshare, with Classic Holiday Club you are not restricted to
              a set week at a set location. Subject to availability and reservation you have the flexibility to
              choose your Resort location, length of stay, size of Club Apartment, time of year you want to
              holiday, as well as the number of times you want to holiday each year, based on the number of
              Club Points you own. You also have the ability to save and borrow Club Points from the
              preceding or forthcoming year to increase your holiday time in any one year.
       •      SIMPLICITY – Club Members purchase Club Points with usage rights that are automatically
              renewed each year (we call them ‘Use Points’). These can be redeemed for Club programs,
              events, and accommodation at any Resort location managed by the Manager.
       •      CHOICE – You gain access to not only the current Classic Holiday Club Resorts, but also all future
              resorts that are transferred into the Club. You also have the opportunity to exchange your Club
              Points at over 5,000 resort locations and cruises around the world through resort and cruise
              exchange companies affiliated with the Manager. See sections 3.2 and 8.5 for further details.
       •      STANDBY – You have the opportunity to use “Standby” reservations over and above your
              regular Club holiday usage. The Standby program allows you to pick up last minute
              availability for discounted usage points or cash rates notified from time to time by the Manager.
       •      PROTECTION – Classic Clubs Limited holds the titles and/or leases to the Club Apartments. All
              titles to Club Apartments owned are free and clear of mortgages and charges and cannot be
              placed under mortgage at any time. The number of Classic Points required to stay at each
              Classic Holiday Club Apartment, once set, can never be increased, which protects you against
              inflation. If a Resort or a Club Apartment is sold, or an apartment lease expires, the Responsible
              Entity must ensure that a replacement is placed into the Club, which is considered by the
              Responsible Entity acting reasonably to be of at least equal quality to the one being replaced.
1.2    Issue Price of Memberships
       The issue price is determined by the Responsible Entity from time to time and the current issue prices
       are set out in the Price List which accompanies and forms part of this PDS.
1.3    Fees and Charges
       Details of the ownership costs of the initial purchase, special levies and annual levies are set out in section 4.
       A table of all the fees, costs and charges which may be payable is set out in Appendix 1 – Fees and Charges.
1.4    Issue Size
       There is no minimum aggregate dollar value of Applications or minimum number of Applications that
       the Responsible Entity must receive or accept by way of subscriptions under this PDS before Club
       Points can be issued by the Responsible Entity. Each Application must, however, be for at least the
       Minimum Holding (see section 1.5). However, there is a limit on Membership in that no person other
       than the Developer may hold such a number of Club Points in aggregate that is equivalent to 5% or
       more of the total Club Points issued.
1.5    Minimum Holding
       An Application for Membership must be for at least 10,000 Club Points (with the exception of the
       Founder Points for which the Minimum Holding is 1 Club Point) which is the current Minimum
       Holding requirement determined by the Responsible Entity in accordance with the Constitution.
PDS/V8 / 1 July 2008                                                                                          Page 4
2.0    WHAT IS CLASSIC HOLIDAY CLUB?

2.1    Is Holiday Ownership right for me?

       By owning your own holidays as a Member of Classic Holiday Club, you can largely stop worrying
       about the cost of future holidays. Inflation, price movements and other economic factors should be of
       little concern. Compared to the average person or family, who pays an increasingly large amount on
       hotel rooms or apartment rental, generally speaking, you pay a once only acquisition cost (free of
       GST) plus Annual Fees to own your holidays. (See section 4 for details of other costs which may be
       payable in certain circumstances)

       You own a beneficial interest in the assets of the Club and your Club Points are an asset which you
       can pass on to your family for them to enjoy in years to come. The Constitution has defined that the
       duration of the Club will be 80 years from the date of execution of its Constitution (dated 11 October
       2004) (subject to those exceptions set out in section 8.1). It may be possible for the duration of the
       Club to be further extended if the Members so elect and the law then permits this to occur with court
       approval, which is obtained.

2.2    Who is the Classic Group?
       The Classic Group is the largest privately owned holiday ownership and timeshare management group
       in Australia, established 30 years ago, and successfully managing the interests of around 25,000
       timeshare members in Australia and New Zealand. Classic Holiday Club, points in which are being
       offered under this PDS, is a new club added to the Classic Group and is designed to meet the needs
       of today's consumers.

       The Classic Group currently has 13 Resorts under management, is responsible for the employment of
       over 450 staff, and runs a state-of-the-art reservations centre on the Gold Coast, Australia.

       The Classic Group is a long-standing, reputable, wholly Australian-owned corporate group, now
       heading into its fourth decade of proudly providing Australians and New Zealanders with quality
       holidays.

       The management rights for Classic Group's Resorts are not assets of the new Club, but rather
       interests in these Resorts are owned by the Club (either by way of timeshare weeks or physical
       apartments – see sections 3.1& 3.2 for further details).

2.3    What does Classic Holiday Club offer?
       Classic Holiday Club provides an affordable, flexible and easy way of holidaying. The Club differs from
       traditional timeshare ownership thanks to its innovative system based on Club Points, which provides
       Members with access to the Classic Holiday Club network of Resorts. Instead of the restrictions of
       traditional timeshare, you are not limited to the same week, at the same time of year, in the same
       apartment, at the same resort. Classic Holiday Club allows you to holiday your way.
       Classic Holiday Club Members acquire Club Points, allowing them the flexibility of using any of the
       current Resorts (or interests in Resorts) within the Classic Holiday Club, the Club’s resort networks,
       plus any resort locations added to the Club in the future. Depending on the number of Club Points you
       own (and subject only to reservation and availability), holidays can be taken whenever you like during
       the year, in a variety of apartment sizes, for as long as you want – a few days, a week, or more!
       Put simply, Club Points is a form of holiday currency - the more Club Points you own, the more days
       and times of year you can holiday at the various Classic Holiday Club locations.
2.4    How does the Club Work?
       As a member in the Club, you acquire Club Points which primarily give you the right to stay at Classic
       Holiday Club’s Apartments. Your Club Points can also be exchanged with other affiliated resorts,
       giving you more domestic and international holiday options. See sections 3.2 and 8.5 for further
       details.

2.5    How easy is it to use Club Points?
       Club Points - Your Holiday Currency
       As a Classic Holiday Club Member, you acquire a specific number of Club Points, giving you flexibility
       in the choice of using any of the Club Apartments depending on the number of Club Points you have
       available and Club Apartment availability. You can use your Club Points for a lifetime of memory-
       making holidays and/or share your Club Points as a gift for family, friends and business associates.

PDS/V8 / 1 July 2008                                                                                Page 5
       Your Club’s system works much like a traditional bank account containing what is, in effect, a holiday
       currency. When you become a Member, your Club ‘Use Points’ are deposited into your personal
       Classic Holiday Club account, ready for immediate use.
       When you make reservations, the number of Club Points needed for that particular reservation is
       automatically withdrawn depending on the Resort location, size of apartment, time of year, day of the
       week and length of stay.
       Every year on your Anniversary Date, subject to payment of Annual Fees, your account is again
       credited with the full number of Club Points you own (unless you have borrowed from your next year’s
       account). You can always check your current holiday point ‘balance’ by contacting reservations.
       Extending Your Holiday Time
       You can SAVE some or all of your Club Points for one year to extend your holiday time the following
       year (all unused Club Points will automatically carry over for use in the following entitlement year, and
       expire at the end of that year). Also you can BORROW some or all of your Club Points from the
       upcoming year to extend your holiday time in the current year, as long as you have paid the Annual
       Fee for that year.
       With potentially three years of Club Points available for Members’ use, you could travel for an
       extended holiday or holidays within Australia, or to some other exciting location around the world. It’s
       your choice!
2.6    How many Club Points do I need for each Apartment?
       Each Club Apartment has been assigned a Points Value, which is listed in your Classic Holiday
       Members Guide. The Points Value of each Club Apartment is dependent upon four factors, namely:

       •      Time of year
       •      Number of bedrooms in the Club Apartment
       •      Duration of stay
       •      Location of the Resort

       For example, a two-bedroom Club Apartment, in high season (red) over a weekend for 3 nights may
       have a Points Value of 12,000 Club Points. A one-bedroom Club Apartment at the same Resort, in low
       season (blue) for 4 nights midweek may have a Points Value of only 4,800 Classic Points. With the
       use of the Points Table, you can determine the time and place of your holiday(s) to ensure you make
       the best use of your Classic Points.

       Here is a guideline to apartment sizes and how many people can be accommodated:

       •      Studio Apartment: 2 persons
       •      One bedroom Apartment: 4 persons
       •      Two-bedroom Apartment: 6 persons
       •      Three-bedroom Apartment or penthouse: 8 persons

2.7    How easy is it to make a reservation?
       The beauty of the Classic Holiday Club is that reservations are easy – simply call the reservations
       centre toll free from anywhere in Australia or New Zealand, and remember to quote your membership
       number.

       You can also fax or email a booking request, and check availability and specials on-line at
       www.classicholidayclub.com.au. Bookings are made generally on a “first-come first-served” basis
       (subject to an overriding discretion of the Responsible Entity to manage bookings in a manner which in
       its opinion is fair and reasonable and in the interests of the Club and Members as a whole). Everyone
       is entitled to an 11 months booking window before check-in date to make their booking. However,
       those Points members who have "converted" their timeshare interest in a particular resort for Club
       Points are entitled to a 12-month booking window before check-in date to make their booking. In
       addition, those Points members who have converted a Fixed timeshare week in a particular resort for
       Classic Points or Limited Classic Points will be entitled to a 12 month booking window before check-in
       date to make their booking at their home timeshare resort in the same fixed or school holiday week
       they have converted to Points.

       Please note that if you cancel a booking, you may be subject to a cancellation fee – this is in order to
       minimise the possibility that accommodation may go unused because Members make late
       cancellations.


PDS/V8 / 1 July 2008                                                                                  Page 6
       *Please note that the Responsible Entity's overriding discretion in managing bookings in a manner
       which in its opinion is fair and reasonable and in the interests of the Club and Members as a whole
       permits the Responsible Entity (for example) to take into account special circumstances or at its
       discretion to accept or not accept Members bookings in any period such as the "schoolies period"
       where special security, additional staff, additional cleaning and other special requirements may be
       necessary or considered desirable.

2.8    How do I book Standby Time?
       At any time during the year (subject to availability), within 14 days of check-in, Members can rent
       standby time at the special rate of currently only 2.4¢ per Classic Point with a current minimum fee of
       $55.00 per night (including housekeeping fees). The Club will also offer reduced points usage during
       this period.

       Standby time is perfect for spontaneous shorter holidays and frees up the use of your Classic Points
       for longer stays. Conditions of use are established by the Club’s Regulations. Look out for standby
       time availability on the Club’s website.

2.9    Guests and Visitors
       You are welcome to have relatives or friends either stay or visit you (or stay with your permission at a
       Resort in your absence). Please be aware that you are responsible for:
      •       the behaviour of your guests,
      •       all charges for the use of additional services and consumables incurred by your guests, and
      •       your guest's compliance with the Club Regulations and any charges resulting from damage to
              the Resort by your guests or visitors.
       You and your guests are welcome to invite visitors to a Resort but those visitors may only be at that
       Resort whilst in the company of yourself or your guest, and may not exceed the occupancy limit of your
       reservation.

2.10 May I rent out my Classic Points or Standby Reservations?
       As a Member you can make a Club Apartment reservation and then give or rent it to another person
       subject to the Club Regulations. At the time of your reservation, you need to advise the Club of your
       Guest’s name and then provide the reservation confirmation to your Guest.
       You may charge a guest any amount for the use of your Club Points, but must adhere to your
       obligations set out in the Club’s Regulations.

3.0    WHERE CAN I GO ON HOLIDAY?

3.1    Club Owned & Leased Properties

       Your ownership entitles you access to all Club owned/leased property for the life of the Club (see
       sections 2.4, 2.6 and 5 for further details). Currently the Club owns/leases physical apartments or
       timeshare interests in the following Resorts;

       •      Beach House Seaside Resort                      •     Pacific Palms Resort Limited, Pacific
              Limited, Coolangatta, Qld                             Palms, NSW
       •      Beachcomber International Resort                •     Capri Waters Country Club Limited,
              Limited, Coolangatta, Qld                             Mulwala, NSW
       •      Tiki Village International Limited,             •     Port Pacific Resort, Port Macquarie, NSW
              Surfers Paradise, Qld                           •     Korora Bay Village, Coffs Harbour, NSW
       •      Surfers   Royale        Limited,   Surfers      •     Boambee Bay Resort, Coffs Harbour,
              Paradise, Qld                                         NSW
       •      Sovereign Australis Resort, Surfers             •     Cedar Lake Country Club, Nerang, Qld
              Paradise, Qld                                   •     Drift Apartments, Casuarina Beach, NSW
       •      Golden     Shores      Holiday Club             •     ‘Seamark on First’, Mooloolaba, Qld
              Limited, Labrador, Qld                          •     Vacation     Village    (Vacation   Club
       •      Sandy Point Beach Resort Club                         Limited), Port Macquarie, NSW
              Trust, Labrador, Qld                            •     Chevron Renaissance, Surfers Paradise, Qld
       •      Palm Court Limited, Noosa, Qld
       •      Don Pancho Beach Resort Limited,
              Bargara, Qld


PDS/V8 / 1 July 2008                                                                                 Page 7
       The initial resorts in which the Club holds interests are located in tourist areas. Future expansion plans will be
       based on the size of Club membership, owner's feedback and holidaying needs.

3.2    Points & Play Access to Global Timeshare Network

       The flexibility of holiday ownership gives you additional opportunities. The Manager of the Club
       enables Members of the Club through its “Points & Play” membership, to access the global timeshare
       network of over 5000 resorts and cruises through its agreements with international resort and cruise
       exchange companies. Membership of the Classic Points & Play system attracts a one-off $2,500
       enrolment fee and a three-year membership fee of $295. Subsequent renewal is currently $295 for
       three years. The Manager (or Classic with the approval of the Manager) may elect to reduce or waive
       any part of these fees on any occasion.

       Points & Play Member benefits:

       •      Exchange into timeshare Resorts, Australia & New Zealand, Free of charge.
       •      Exchange into timeshare resorts, Internationally (Weeks), for $100 per week (current price
              subject to change). This exchange fee may vary from time to time as determined by the
              relevant exchange organisation or the Manager as the case may be.
       •      Membership with an International Cruise Exchange company.
       •      Vouchers for non-timeshare accommodation, car hire and other tourism and leisure products.
       •      Ability to convert use Points for a rebate against your Maintenance Levy, subject to the terms
              and conditions of "Points & Play" membership.

4.0    WHAT ARE THE COSTS?
       Your Membership costs in the Club consist of your initial purchase of Club Points and an Annual Fee
       which covers operational costs and expenses.

       What is the cost of Club Points?
       The current price list for Club Points is set out in the Loose-Leaf Price List. The current Minimum
       Holding of Club Points is 10,000. You must maintain the Minimum Holding requirement to remain a
       Member of the Club. The Minimum Holding of Club Points is determined by the Responsible Entity
       from time to time.

       The Annual Fee is payable by each holder of Club Points.
4.2    Annual Budget
       Each Financial Year, the Responsible Entity must prepare a budget for the following Financial Year
       containing full details of the expected annual outgoings for the year for the operation of the Club and
       the calculation of continuing annual charges and fees to be imposed on Members.

       The Annual Budget for the financial year to June 2009 appears in Schedule 2 of this PDS (page 30).
       Additional copies are available on request, free of charge, by sending a written request (mail, fax or
       email) to the Responsible Entity – PO Box 384, Coolangatta, Qld, 4225; facsimile no. +61 7 55957500;
       or to club@classicholidayclub.com.au.
4.3    Annual Fees
       To ensure the ongoing viability of the Club, Annual Fees are imposed to cover the expenses of
       operating the Club. The Annual Fee comprises an account fee and a Maintenance Levy, inclusive of
       GST. The Responsible Entity may also establish a reserve in the form of a Refurbishment Fund and/
       or a Sinking Fund or such other reserves as the Responsible Entity determines. The amount of Club
       Points you own determines the amount of Annual Fee you pay. Annual Fees will vary from year-to-
       year as determined by the Responsible Entity having regard to the Annual Budget and Constitution.

       The current Annual Fee payable by a Member is:

               Account Fee $155; and
               Maintenance Levy of 2.4¢ per Club Point.
           (both GST inclusive).

       Liability to pay the Annual Fee commences on the date your Club Points are registered to the next 30
       June. In respect of the first year registered, the Member is only required to pay the Annual Fee on a
       pro rata basis for the remainder of the year for which the Annual Fee relates. For example, if you
       purchase your Club Points on 1 November, you will only be required to pay the Annual Fees for the
       remaining 8 months (that is, November to June inclusive).

PDS/V8 / 1 July 2008                                                                                          Page 8
       In the first year of registration of a Member as a holder of Club Points, the Member is required to pay
       the relevant pro rata amount of the Annual Fee on the first day of the month immediately following the
       registration of the Membership. Thereafter, Annual Fees are payable by Members on 1 July each
       year.
       According to the Constitution, Members may incur interest at the then current rate or a return cheque
       fee (if applicable) if payment is not received by the specified date (refer to Appendix 1 for the current
       fees).
       A Member cannot exercise any of its rights in relation to Club Points until all outstanding Annual Fees
       are paid. The Constitution also provides that if Annual Fees (or any Special Levies) remain unpaid,
       the Member's Club Points may be forfeited if the Member has not paid the outstanding amounts within
       3 months after becoming due.

       The basis of calculating the fees is set out in paragraph 4.4.
4.4    Determination of Annual Fees
       The Annual Fee comprises the Account Fee and the Maintenance Levy.

       A Member (other than the Developer) will pay one Account Fee for the first 100,000 Club Points owned
       and an additional Account Fee for each additional whole batch of 50,000 Club Points owned.
       Examples of the Account Fee contribution payable by Members is as follows:

       eg     100,000 Club Points owned = 1 Account Fee payable (i.e. $155.00)
              115,000 Club Points owned = 1 Account Fees payable (ie: $155.00)
              150,000 Club Points owned = 2 Account Fees payable (i.e. $310.00)
              210,000 Club Points owned = 3 Account Fees payable (i.e. $465.00)

       Further details as to the formula for calculation of the Account Fee are contained in section 10.

       The Developer holds the Founder Points and is also liable to contribute to Annual Fees which are
       authorised but un-issued as if it were a Member. The Developer must also pay any Annual Fees (and
       any Special Levies) for those Club Points which are issued and held in its name (with the exception
       that the Developer will only be obliged to pay one Account Fee each Financial Year). The Developer
       is required to pay its levies each month within 14 days of the end of that month in relation to the
       number of Club Points issued to or held by it and the number of authorised but un-issued Club Points
       as at the last day of that month.
4.5    Special Levies
       If the Responsible Entity determines that the provision in the Annual Budget is inadequate or there are
       no (or insufficient) reserves for capital improvements, major expenses, repairs, acquisitions, reserves
       or any other matter determined by the Responsible Entity, the Responsible Entity may determine that a
       special levy is necessary.
       A Special Levy is levied against each Member on the same basis as Annual Fees and is payable on
       the date that the Responsible Entity determines.


5      PROTECTION OF YOUR INTEREST
       There are various safeguards in place to protect your, and the Club’s interests, such as:
       •      Classic Holiday Club is a registered managed investment scheme and must comply with the
              requirements of the Corporations legislation and ASIC.
       •      Classic Clubs Limited is the Responsible Entity which holds an Australian Financial Service
              Licence issued by ASIC.
       •      Titles to Club Apartments (including timeshare interests in apartments) are held by the
              Responsible Entity.
       •      If a Resort or Club Apartment is sold, transferred or assigned, the Responsible Entity must
              ensure there is a replacement of at least equal quality to that sold, transferred or assigned
              Resort or Club Apartment and the Points Value is at least equal to that of the sold, transferred
              or assigned Resort or Club Apartment (including leased property).
       •      Members have the right by extraordinary resolution (as defined in the Corporations Act) to
              remove Classic Clubs Limited as Responsible Entity and to appoint a new Responsible Entity in
              its place. Furthermore, the Responsible Entity must retire if it is removed pursuant to the
              Corporations Act of the Constitution. Members also approve any amendment of the

PDS/V8 / 1 July 2008                                                                                   Page 9
              Constitution where the amendment will adversely affect Members’ rights, and to approve
              transactions between the Club and related parties of Classic (where a financial benefit is given
              to a related party on non-arms length terms or unless otherwise exempted).
       •      The liability of Members is limited to the amounts which are unpaid on their Club Points and
              their contribution to Annual Fees and Special Levy.
       •      The Club has a Compliance Committee and an independent Compliance Plan auditor. The
              Compliance Committee reports on the compliance of Classic with the Compliance Plan, the
              Corporations Act and the Constitution. The Compliance Committee also assesses the
              adequacy of the Compliance Plan and recommends changes to the Compliance Plan if
              necessary.
       •      Classic Clubs Limited is a member of the Australian Timeshare & Holiday Ownership Council
              (ATHOC) which is the timeshare industry’s governing body having a Code of Ethics and Code
              of Practice.
5.3    Member's Voting Rights
       Members have the right to vote on various issues such as the removal and appointment of the
       Responsible Entity and amendments to the Constitution affecting Member's rights. On a poll, each
       Member is entitled to one vote for each dollar of value of all Club Points (other than the Founder Point)
       issued to it or in the case of the Founder for all authorised but unissued Club Points held or deemed
       held by it.
5.4    Complaints by Members
       The Constitution contains procedures for the handling of complaints from Members. The Club has both
       an internal and external complaints handling system. If you have any complaints in relation to your
       Club Points, you should contact the Complaints Officer in writing (Classic Clubs Limited, PO Box 384,
       Coolangatta, Queensland, 4225, Fax: +61 (0)7 5595 7500). You can also raise any issues by
       telephone to +61 (0)7 5595 7555. The Club is required to acknowledge receipt of a written complaint
       as soon as practicable and, in any event, within 14 days. The Club must give proper consideration to
       the complaint and must act in good faith to deal with a complaint.

       In relation to the determination of the complaint, the remedies (if any) available and information
       regarding any further avenue for complaint, the Club will use its reasonable endeavours to
       communicate within 28 days of receipt of the complaint, subject to any longer period stipulated in the
       Constitution.

       If you are not satisfied with the handling of the matter by the Complaints Officer, you may refer the
       matter to our external complaints resolution body, currently, Financial Ombudsman Service Limited
       (‘FOS’), PO Box 3, Melbourne VIC 3001, Australia. Ph: 1300 78 08 08.

5.5    Compliance Plan
       Classic has a Compliance Plan which sets out the guidelines and procedures to ensure that the
       Constitution, the Corporations Act and the laws applicable to the business are being complied with by
       Classic.

       The Compliance Plan sets out the duties and responsibilities of the various parties in relation to
       compliance with various matters to ensure adherence and if there are any exceptions or complaints,
       they are reported. The measures which must be taken if there is any exception or complaint are set
       out in the Compliance Plan.
       The Compliance Plan sets out the functions and responsibilities of the Board of Directors and the
       reporting procedures.
       A Compliance Committee is established under the Compliance Plan which consists of persons the
       majority of whom are external members, (as defined in the Corporations Act) – generally speaking,
       these are persons who are independent of the Responsible Entity to a sufficient extent as required by
       the Corporations Act.

       The Compliance Committee is required to monitor Classic's compliance with the Constitution,
       Compliance Plan and the Corporations Act, to report on its findings and to assess at regular intervals
       the adequacy of the Compliance Plan. The Constitution indemnifies Compliance Committee members
       out of the Club Assets if a Compliance Committee member incurs a liability in good faith (to the extent
       permitted by the Corporations Act). A Compliance Plan has been lodged with ASIC. An external
       auditor has been appointed to audit the Compliance Plan at least once a year. The external auditor will
       report to the Responsible Entity.

PDS/V8 / 1 July 2008                                                                                 Page 10
6.0    WHO IS CLASSIC HOLIDAY CLUB?
       The Club was established by Classic Property Holdings Pty Ltd, the Developer. The Developer will
       provide the funds needed to acquire or develop Club Apartments (including the acquisition of physical
       apartments in resorts or timeshare weeks or other interests in resorts) and cause those properties to
       be placed into the Club. Club Apartments will be free from encumbrance. In consideration of this, the
       Developer will receive sole and exclusive right to the issue proceeds of the Club Points. (See also
       section 10 relating to Non-Fully Developed Property).
6.1    The Developer - Classic Property Holdings Pty Limited
       The Classic Group was first established in 1978 and today is the largest privately owned timeshare
       resort management group in Australia. The Developer is the holding company behind the Classic
       Group and is responsible for developing and holding group assets (but not those of the Club which are
       held by Classic Clubs Limited which is responsible entity for the Club and holds Club assets on behalf
       of Members in accordance with the Constitution). The development of Classic Holiday Club is the
       natural evolution of years of experience in the timeshare industry. Based on the member's feedback,
       the Club was developed to provide our members holidaying flexibility.
       The Developer established the Club and provides the funds needed to acquire, lease, develop or
       refurbish resort apartments to place into the Club. Club Apartments which are ready and available for
       occupancy by Members are placed into the Club free and clear of any mortgages or charges. The
       Developer is paid all funds from the issue of Club Points to members in return.
6.2    The Manager – Classic Leisure Pty Ltd T/A Classic Holidays
       The Manager is a wholly owned subsidiary of the Developer. The Manager manages resorts having
       around 25,000 timeshare members in Australia & New Zealand and is responsible for resort
       management and member services of the following resorts and clubs:

       •      Beach House Seaside Resort, Coolangatta
       •      Beachcomber International Resort, Coolangatta
       •      Tiki Village International Resort, Surfers Paradise
       •      Surfers Royale Resort, Surfers Paradise
       •      Golden Shores Holiday Club, Labrador
       •      Sandy Point Beach Resort, Labrador
       •      Palm Court Resort, Noosa
       •      Don Pancho Beach Resort, Bargara
       •      Pacific Palms Resort, Pacific Palms
       •      Capri Waters Country Club, Mulwala
       •      Mango Tree Vacation Club @ Calypso, Coolangatta
       •      Vacation Village Resort, Port Macquarie
       •      Mansfield Country Resort, Mansfield

       The right to manage other resorts may be acquired by the Developer or other members of the Classic
       Group and management delegated to the Manager.
6.3    The Responsible Entity - Classic Clubs Limited
       Classic Clubs Limited is the responsible entity of the managed investment scheme. It is the holder of
       Australian Financial Services Licence Number 246232. Classic Clubs Limited was established on 22
       May 2003 as a special purpose entity for the operation of the Club.

       The Responsible Entity:
       •      Must act in the best interests of Members at all times.
       •      Is responsible for the operation of the Club for the benefit of Members.
       •      Holds all Club Property on trust for members.
       •      Issues Memberships in the Club.
       •      Has appointed the Manager, Classic Leisure Pty Ltd trading as Classic Holidays, to provide
              management and reservation functions for the Club.
       •      Has appointed Classic Holiday Club Pty Ltd for Sales and Marketing functions of the Club.
       •      Holds Australian Financial Services Licence No 246232 issued by ASIC providing the
              necessary authority for the Responsible Entity to operate the Club and provide financial product
              advice for and deal in Memberships.


PDS/V8 / 1 July 2008                                                                               Page 11
       •      Is entitled to an annual fee (Remuneration) for managing the operation of the Club of 15% of
              the Annual Outgoings in the Annual Budget for the Club for the Financial Year to which the
              Remuneration relates, disregarding any income or offset pursuant to any Deed of Subsidy by
              the Founder or Developer of the Club.
       •      May accept a lower remuneration than stated above or may defer the payment of its
              remuneration in its discretion.
       •      Is entitled to receive GST payable by the Responsible Entity in relation to the remuneration and
              subject to the provision of a tax invoice.
       •      Is entitled to be paid or reimbursed from the Club Assets for all costs, charges and expenses
              incurred by it in properly performing its duties in relation to the Club.
       •      Is not liable to Members in contract, or otherwise for any loss suffered except to the extent the
              loss arises out of the Responsible Entity's fraud, negligence or breach of trust.
6.4    The Directors and Key Executives
       The directors and responsible officers of the Responsible Entity are Ramy Filo (Chief Executive
       Officer), Anthony Wilson (Company Secretary and Director of Finance), Mark Stephenson (Director of
       Sales and Marketing), Carole Smith (Director of Operations) and Karim Filo (Director of Property and
       Acquisitions).
       Ramy Filo, Bachelor of Mechanical Engineering; Fellow of the Australian Institute of Company
       Directors (FAICD); has extensive experience with the legal and regulatory compliance requirements of
       the timeshare industry. Ramy is currently the Managing Director/Chief Executive Officer of the Classic
       Group, which includes Classic Clubs Ltd, and is the President of the timeshare industry body, the
       Australian Timeshare and Holiday Ownership Council Limited (ATHOC). Ramy's experience includes
       overall responsibility for all operational aspects of the timeshare business conducted by the Classic
       Group, supervision of all sales and marketing staff; compliance with all legal and regulatory obligations
       related to the sale and operation of timeshare clubs by Classic Group, financial management of all
       aspects of the timeshare business operated by the Classic Group and day to day management duties
       for Classic Clubs Limited.
       Anthony Wilson, CPA, Fellow of the Australian Institute of Company Directors (FAICD); has
       extensive experience in the timeshare industry including, director of a number of timeshare companies,
       corporate governance advice and participation, advice on internal procedures and internal controls,
       advising on risk management, accounting compilations and advice, compliance committee member of
       three timeshare schemes, compliance with Australian Financial Services Licences, preparation of
       Compliance Plans for licensed timeshare dealers, advice on Constitutions, Product Disclosure
       Statements, the MIA and the Corporations Act, accounting for management requirements and Formal
       Financial Reporting to members and regulators, financial analysis and budgeting, planning and
       budgeting for long term maintenance of scheme assets, business valuation and due diligence
       engagements for a range of entities in and associated with the timeshare industry.
       Mark Stephenson, MA (Hons); has over 20 years experience in the timeshare and travel industries,
       and is currently responsible for all sales and marketing strategies and activities for Classic. Mark’s
       experience includes overall responsibility for all sales and marketing aspects of the timeshare business
       conducted by the Classic Group, day-to-day management of Classic Holiday Club Pty Ltd and
       supervision of the sales and marketing process, including compliance with legal and ethical
       requirements.
       Carole Smith, JP (Qual); Diploma Hospitality Management and Tourism Operations Management;
       Associate of the Australian Institute of Company Directors (AAICD); has extensive experience with the
       day-to-day operation and management of timeshare schemes. Carole is currently the Managing
       Director of Classic Leisure Pty Ltd trading as Classic Holidays (the Manager). Carole is also a
       Director of the Hotel, Motel and Accommodation Association (HMAA) & a Director of ATHOC. Carole's
       experience includes managing the operations of Classic Leisure Pty Ltd, financial management and
       administration of Classic Leisure Pty Ltd, supervision of management of the timeshare resorts and/or
       interests in the Club, management of service/other agreements in non Classic Group managed
       properties and management of strategic alliances with other tourism and leisure organisations.
       Karim Filo has extensive experience with property development and acquisitions. Karim is currently
       the Director responsible for the Classic Group’s strategic and property acquisitions. Karim has been
       pivotal in the group’s expansion and current resort portfolio. Karim’s experience includes responsibility
       for identifying new locations for Club Apartments; overall responsibility for acquisition of Club
       Apartments, negotiating service arrangements with management organisations in non Classic Group
       managed buildings and developing strategic alliances with other tourism and leisure organisations.



PDS/V8 / 1 July 2008                                                                                 Page 12
7.0    RISK FACTORS
       In becoming a Member in the Club, there are a number of risk factors that should be considered
       including, but not limited to:

       Number of Participants
       The growth of the Club is dependent upon the sale of Club Points to the general public. The Classic
       Group has extensive experience in sales, marketing and operating timesharing schemes. Although
       Classic Clubs Limited is part of the Classic Group, which has extensive experience in the holiday
       ownership and timeshare management industry, as with any new managed investment scheme,
       investors should be aware of the risks inherent in establishing a new club. These include a lack in the
       number of participants, specific market risks such as market saturation and oversupply, as well as
       external factors such as general economic conditions.
       Annual Fee
       An Annual Fee is payable by each Member in order to maintain the operation of the Resorts. Any
       increase in the operating costs of the Club will be reflected by an increase in the Annual Fee. The
       increased Annual Fee may be a result of situations outside the control of Classic Clubs.
       Defaulting Members
       The cash flow for the operation of the Club is dependent upon the Members paying their Annual Fee.
       These funds are needed for the Club to meet its ongoing obligations and to fund the reserve fund
       accounts. If a substantial number of Members or the Developer were to not pay their levies, the Club
       may have inadequate funds to function. However the Constitution enables Classic to forfeit Club Points
       if that Member has not paid their levies in relation to those Club Points within 3 months of the due date.
       Regulation
       The Club is regulated in Australia by the Corporations Act, which is administered by ASIC and is
       subject to change to the laws and to regulations over which Classic has no control. Legislative and
       regulatory changes may have an effect on the way the program operates in the future.
       Exchange Program and Affiliation
       There are exchange agreements and/or arrangements between Classic Clubs Limited and the
       Manager. Under these agreements, you may exchange your entitlement in Classic Holiday Club for
       benefits provided by the Manager's Points & Play program subject to its terms and conditions. There
       may be other exchange affiliations, agreements and/or arrangements in place from time to time.
       There is no guarantee that the Club will remain affiliated with any particular exchange program nor that
       those exchange programs will continue to exist. However, there are many timeshare and/or holiday or
       tourism exchange companies which exist and which would be able to provide alternative exchange
       arrangements to resorts and other tourism benefits worldwide if any existing exchange affiliations,
       agreements or arrangements were to cease for any reason.
       Secondary Market
       The Club does not operate a resale or redemption service for issued Club Points. Members may wish
       to dispose of their Club Points on the open market. Club Points are not intended to provide financial
       returns. They offer holiday lifestyle opportunities and as such, there is a limited market for the resale of
       issued Club Points. Members should generally not expect to recover the amount they originally paid for
       the Club Points nor should they expect that over time the resale price would remain stable or increase
       relative to the price they originally paid. This however does not take into account the holiday benefits a
       Member would have enjoyed during their membership.
       Availability of Holiday Accommodation
       As all accommodation is subject to availability and as the Responsible Entity has an overriding
       discretion to manage bookings in a manner which in its opinion is fair and reasonable and in the
       interests of the Club and Members as a whole, Members may not be able to obtain accommodation at
       their preferred locations at their preferred times. The earlier you make your reservation, the higher the
       probability of obtaining your preferences. An 11-month advance-booking window (or 12 months for a
       home resort) is available to reduce this risk. However there is sufficient accommodation available to
       satisfy all issued Club Points in any given year.
       General Business Risks
      There is a risk that Members holding Club Points may be affected by changes in:
      •    local and world economic conditions, including competition and interest rates;
      •    levels of tax, taxation law (including any taxation reform) and accounting practice;

PDS/V8 / 1 July 2008                                                                                    Page 13
      •       government legislation or intervention;
      •       inflation or inflationary expectations;
      •       natural disasters, social upheaval, civil or political uprising (including terrorism) or war in
              Australia or overseas;
      •       general commercial and economic risks faced by businesses including litigation, supply of
              building products and their pricing and terms, the success or otherwise of any marketing
              campaign, loss of key staff, and other events that unforeseeably and unpredictably could
              interrupt normal commercial activity.

8.0    SUMMARY OF MATERIAL CONTRACTS


       Summary of Material Contracts
       The following is a summary of some of the provisions of the Constitution, the Club Regulations,
       Compliance Plan, Club Management Agreement, Exchange Arrangements and Deed of Subsidy. This
       summary can only be relied upon as a guide.

       The following documents are available for inspection at the office of the Responsible Entity during
       normal business hours and the Responsible Entity may charge a fee prescribed by the Corporations
       Act for inspection:
      •       Constitution
      •       Club Regulations
      •       Compliance Plan
      •       Club Management Agreement
      •       Exchange Arrangements
      •       Deed of Subsidy
8.1    Constitution
       The Constitution governs the relationship and is legally enforceable between the Members and the
       Responsible Entity. The summary set out below is the main terms of the constitution.

       Modifications to Constitution
       The Constitution is dated 11 October 2004 and was registered by ASIC on 27 October 2004. The
       Constitution provides that it may be modified, repealed or replaced:
      •       by the Responsible Entity by deed executed by the Responsible Entity provided that the
              Responsible Entity reasonably considers that a change to the Constitution will not adversely
              affect Member's rights; or
      •       by the Members by a Special Resolution.
       The Constitution was amended by the First Deed of Amendment dated 1 April 2005.

       Duties of Responsible Entity
       In exercising its powers and carrying out its duties, the Responsible Entity must:
      •       Act honestly and exercise a degree of care and diligence that a reasonable person would
              exercise if they were in the Responsible Entity's position.
      •       Act in the best interest of the Members and not make improper use of information acquired
              through being the Responsible Entity of the Club.
      •       Ensure the Constitution and Compliance Plan meet the requirements of the Corporations Act.
      •       Report to ASIC any breach of the Corporations Act that relates to the Club or has had or is likely
              to have a materially adverse effect on the interests of Members, as soon as possible after it
              becomes aware of the breach.
      •       Ensure Club Property is clearly identified as such and held separately from property of the
              Responsible Entity and property of any other managed investment scheme and that Club
              Property is valued in accordance with the Constitution.




PDS/V8 / 1 July 2008                                                                                 Page 14
       Limited Liability of Responsible Entity
       Subject to the Corporations Act, the Responsible Entity is not liable to any person by reason of, for
       example, the Club Points or Property not yielding any return, or the acts, omissions or default of any
       person and the Responsible Entity acting in good faith on the advice of that person.

       Club Points
       The beneficial interest in the Club is divided into Club Points with each Club Point representing an
       equal undivided part of the beneficial interest in the Club, unless the Constitution provides otherwise.
       No right to a particular part of or asset of the Club is given to any Member by reason of Membership of
       Club Points.

       Rights and Obligations of Members
       Generally the rights of Members include the right to:
       •      receive Use Points for each Use Year (subject to prior payment of Annual Fees);
       •      attend and vote at meetings in accordance with the Constitution;
       •      participate in a distribution on the winding up of the Club in accordance with the terms of the
              Constitution;
       •      such further or other rights, licences and obligations as apply to Members.
       Members are obliged to:
       •      comply with the Corporations Act, the Constitution and the Club Regulations;
       •      pay all Taxes (including GST) in relation to, amongst other things, Membership Fees and the
              exercise of any rights available to Members;
       •      comply with any finance agreement;
       •      comply with any other relevant conditions relating to Memberships.

       Limited Entitlement of Members
       Members are not entitled, through their ownership of Club Points, to interfere with the powers of the
       Responsible Entity, claim any interest in respect of any Club Property or to require the transfer to them
       of any Club Property.

       Use of Club Apartments

       Members have the right to use Club Apartments and other Property in accordance with the
       Constitution. The rights to use are by way of license, which means Members are not entitled to
       exclusive occupancy of Club Apartments or other Property and any rights of residence are by way of
       license only and do not create any relationship of landlord or tenant or any other proprietary interest in
       the Club Apartment or other Property.

       Transfer of Club Points
       Subject to the Constitution and any statutory requirements, Club Points may be transferred. The
       Responsible Entity may refuse to register a transfer without giving reasons for the refusal.

       Termination
       The Club may be terminated in circumstances provided for in the Constitution which include the
       expiration of 80 years from the commencement date (Expiry Date), the date the Responsible Entity
       determines to wind up the Club if it considers the purpose has been accomplished or cannot be
       accomplished, or such other event referred to in the Constitution such as by Court order or special
       resolution of Members. Even though the current Australian law requires that a trust be in existence for
       a period no greater than 80 years, it is the intention of the Responsible Entity to investigate and if
       thought fit by the Responsible Entity, to implement a restructuring to carry on the purpose of the Club
       beyond that time frame. The Responsible Entity is hopeful that during that time frame new laws and
       vehicles will become available to accomplish this purpose. However, there is no guarantee that this
       will occur. The Constitution does however envisage that the Responsible Entity may if it thinks it
       appropriate at the end of 80 years (if the Club is not terminated beforehand), apply to the court for an
       extension of the Club for a period of up to a further 80 years if members of the Club by special
       resolution support this being done. There is no certainty that this will occur.




PDS/V8 / 1 July 2008                                                                                  Page 15
       On termination of the Club, the Responsible Entity must:
       •      As soon as practicable, sell, call in and convert into money the Club Assets;
       •      Pay out all liabilities of the Club (including the expenses of the termination);
       •      Pay the remainder, less all proper costs and disbursements, fees and other outgoings and all
              proper provisions for future liability to the Members in proportion to the number of Club Points
              that they are registered as holders of at the date of termination and in relation to partly-paid Club
              Points, proportionately to the amount that the amount paid up on the Club Points bears to the
              purchase price of such Club Points. Each Member is only entitled to the net proceeds in relation
              to the Club Apartments and other non-Club Apartment Club Assets but excluding net proceeds
              in relation to Non-Fully Developed Property to which the Developer will be solely entitled.
       The Responsible Entity must cause the final accounts of the Club to be audited by a registered
       company auditor following the winding up of the Club.

       Members should refer to the Constitution for full details of the termination procedure.

       Types of Membership
       The Club currently has 3 classes of Membership, namely Founder Points, Classic Points and Limited
       Classic Points.

       Founder Points are held by the Developer and have the following rights:
       •      All rights and obligations attached to all authorised but unissued Club Points, including rights of
              use and occupation, proceeds from use and voting rights. (See also section 5.3).
       •      Exclusive marketing rights in relation to all authorised but unissued Club Points and exclusive
              marketing rights in respect of forfeited Club Points.
       •      The right to approve the creation of Club Points.
       •      All of the rights and obligations in respect of Non-Fully Developed Property as are granted to the
              Founder under the Constitution.
       •      Entitlement to introduce various types of property to the Club and approve all property acquired,
              leased or licensed by the Responsible Entity, fund the acquisition of the property and cause it to
              be transferred to the Club.
       •      In the event of a disposal of a Traditional Asset, introduce a replacement asset acceptable to the
              Responsible Entity and fund the acquisition of the asset by the Club and cause it to be
              transferred to the Club. The Founder has the right to the proceeds of sale or use of a Traditional
              Asset and to direct or recommend the person to inform the Responsible Entity should transfer
              the Traditional Asset (including to the Founder or a Related Entity).
       •      The obligation to pay Annual Fees attributable to such unissued Club Points which the Founder
              is deemed to hold under the Constitution with the exception that the Developer will only be
              obliged to pay one Account Fee (forming part of the Annual Fee) each Financial Year.
       •      Sole and exclusive right to the issue proceeds of the Club Points.
       Classic Points
       •      The holder is liable for all annual fees and any special levies payable under Classic Points to the
              date of termination of the Club.
       •      A Classic Point may be redeemed by the Responsible Entity in accordance with the Constitution,
              but holders of Classic Points have no withdrawal rights.
       •      Upon redemption, any Use Points credited, but unused, for Classic Points redeemed in respect
              of the period after the date of redemption are cancelled.
       •      Classic Points terminate on termination of the Club.
       Limited Classic Points
       •      Limited Classic Points have an expiry date (Expiry Date) which is the earlier of:
              •        The Anniversary Date in the year of expiry stipulated in the Application Form or
                       agreement relating to the issue of those Limited Classic Points; or




PDS/V8 / 1 July 2008                                                                                    Page 16
              •        If issued in respect of Leased Property or a Licence, the date of termination of the
                       relevant leasehold interest or relevant Licence (unless otherwise agreed in writing
                       between the grantor of the Licence or leasehold interest and the Responsible Entity).
       •      The holder is liable for all annual fees and any special levies payable on the Limited Classic
              Points already credited but unused as at the Expiry Date.
       •      Any Use Points for Limited Classic Points already credited but unused as at the Expiry Date are
              cancelled.
       •      Prior to the Expiry Date, a Limited Classic Point may be redeemed by the Responsible Entity in
              accordance with the Constitution, but holders of limited Classic Points have no withdrawal rights.
       •      The holder of a Limited Classic Point has no right to any payment upon winding up of the Club
              under certain provisions of the Constitution.
       Any other rights of holders of Club Points are specified in the Constitution.

       Voting Rights
       The Corporations Act and the Constitution provide that each Member has the following voting rights:
       on a show of hands each Member present in person or by proxy has 1 vote; and on a poll, each
       Member has 1 vote for each dollar value of the total Memberships of that Member. Amendments to
       the Constitution require approval by majority of 75% of the votes cast unless Classic reasonably
       considers that the amendments will not adversely affect member's rights, in which case amendments
       can be made by Classic alone. (Note – The Founder is deemed to hold voting rights for all authorised
       but unissued Club Points as if they had been issued, plus any Club Points which have actually been
       issued to it. The Founder Point is not counted itself for this purpose.)

8.2    Club Regulations
       The Responsible Entity has established regulations governing the use and operation of the Club
       Property. The Responsible Entity has the power to alter, amend or replace the Club Regulations
       provided that the alteration, amendment or replacement is not inconsistent with the Constitution. The
       Responsible Entity must bring any altered, amended or replaced Club Regulations to the notice of
       Members by whatever means it considers reasonably necessary. All Members, guests and other
       persons at each Club Apartment or Resort must comply with the Club Regulations. In addition Members
       must comply with all rules and regulations for the reservation or use in any affiliated program.

       The Club Regulations set out the rules for reservation and use by Members of the Club assets. A
       complete copy of the Club Guidelines & Regulations will be provided to each Member as part of a kit to
       be given to each Member before or shortly after the issue or transfer of a Membership. The Club
       Regulations also include rules for:
       •      Use by Members of their Use Points including saving, borrowing, pooling and renting.
       •      The operation of the reservation system including reservation periods, standby reservations,
              cancellations and variations to reservations.
       •      The prescribed fees, costs, charges and expenses in respect of various items referred to in the
              Constitution or the Club Regulations.
       •      The general use of the Club Apartments and Resorts.

8.3    Compliance Plan
       The current Compliance Plan is dated 30 September 2007 and signed by all the directors of the
       Responsible Entity and was lodged with ASIC on 10 October 2007. The Compliance Plan may be
       modified or replaced with a new Compliance Plan during the life of this PDS. Any modified or new
       Compliance Plan must be lodged with ASIC.

       The Compliance Plan is required by the Corporations Act and is a set of principles, guidelines,
       procedures and systems, which establishes a compliance program for the Responsible Entity to
       comply with the laws applicable to operating the Club and the Constitution of the Club. The
       Compliance Plan allocates resources to, and identifies duties for responsible persons identified in the
       Compliance Plan in respect of relevant compliance requirements.

       The Compliance Plan also provides for the Compliance Officer and/or responsible person to report to
       the Compliance Committee and/or the board of directors of the Responsible Entity in respect of
       matters of compliance.


PDS/V8 / 1 July 2008                                                                                 Page 17
       The Responsible Entity must ensure that a registered company auditor is engaged to audit compliance
       with the Compliance Plan, report to the Responsible Entity and lodge a report with ASIC annually. The
       majority of members of the Compliance Committee must be external, (i.e. independent of the
       Responsible Entity).

8.4    Club Management Agreement
       The Responsible Entity on behalf of the Club has entered into a Club Management Agreement with
       Classic Holidays (Classic Leisure Pty Ltd ACN 097 693 144) dated 1 April, 2005. Under this
       agreement the Club has contracted to the Manager the following functions:
       •     manage day to day affairs of the Club operations; and
       •     manage the Resorts and Club Apartments; and
       •     provide a reservations system for the Club incorporating additional benefits to the Club and its
             members;
       •     the licence of reservation software owned by the Manager to the Club with appropriate IT
             support to the Club's reservation system; and
       •     conduct the administration, billing and collection of the Annual Fees and associated services
             including keeping appropriate books of account.

       The Club will pay the Manager:
       •    10% of the total Annual Fees, which includes the account fee, currently $155 for the first
            100,000 Club Points (increased by $155 for each additional whole batch of 50,000 Club Points
            thereafter) plus 2.4 cents per Club Point for the maintenance levy; and
       •    $55 per Club Member per annum (incl GST) or if the Member owns 150,000-200,000 Club
            Points then the amount is $110 and for ownership of each additional whole lot of 50,000 Club
            Points an additional amount of $55. This amount is increased on 1 July in each year having
            regard to the increase in the Consumer Price Index All Groups (City of Brisbane) over the
            previous year ending March prior to the effective date of invoice.
       •    Out of pocket expenses in relation to the management of the Resort and Club operations that
            are not specified as being payable by the Manager.

       The agreement is for a term of 10 years commencing on 1 April, 2005 and terminating on 31 March,
       2015. The agreement is automatically renewed for a further 10-year term unless either party gives to
       the other written notice at least 3 months prior to the last day of the relevant term that it intends to
       terminate the agreement.

       The agreement may also be terminated:
       •    if the Manager commits a persistent breach of the agreement; or
       •    a specified event of insolvency occurs in relation to the Manager; or
       •    the Club comes to an end.

       The parties to the agreement are Related Entities.

8.5    Exchange Arrangements
       The Responsible Entity on behalf of the Club has entered into an arrangement with RCI Pacific Pty
       Ltd [RCIP], whereby all Members in the Club will be offered the opportunity to participate in the Classic
       Points and Play system owned and/or operated by the Manager, Classic Leisure Pty Ltd, including the
       ability to exchange their unused Club Points Usage for accommodation or holidays in resorts or
       apartments not owned by the Club.

       RCI acknowledges that the Club has an arrangement with Classic Leisure Pty Ltd trading as Classic
       Holidays (the Manager) and that Members of the Club may, via Classic Holidays, access membership
       to the Points & Play program on the terms and conditions of that program. The Manager and/or the
       Club reserves the right to negotiate with and enter into other exchange networks or enter into other
       arrangements to provide similar or more services to Members. RCI Pacific Pty Ltd will be paid $180
       (inclusive of GST) per member each three years and $100 per confirmed exchange for resorts outside
       Australia and New Zealand.

       RCI Pacific Pty Ltd [RCIP] has consented to being named in the PDS as the exchange company to the
       Club, but does not make any statement in this PDS, nor is any statement in this PDS based on any
       statement by RCIP.

8.6        Deed of Subsidy
           The Club has arrangements with the Developer under a Deed of Subsidy dated 10 May 2008
           whereby the Developer agrees for a defined term (being 12 months from 1 July 2008) within 10

PDS/V8 / 1 July 2008                                                                                 Page 18
         business days of the Club notifying it that Administration Costs (as defined) exceed the revenue from
         Account Fees collected from Members, to subsidise the Club by way of advance to it of an amount
         equivalent to the shortfall. The Developer is not entitled to repayment of this amount except if and to
         the extent that the shortfall is caused by non-payment by Members of Account Fees or Special
         Levies and such amounts are later recovered. Administration Costs, for the purposes of the subsidy
         calculation, include all costs and expenses associated with the general administration of the Club
         and specifically include accounting, audit, insurance and compliance costs. The subsidy is capped
         at $400,000 and any further subsidy requirements will be paid at the discretion of the Developer.

         The parties to this agreement are Related Entities.


9      FINANCIAL INFORMATION
       The Club and Responsible Entity are under regular reporting and disclosure obligations pursuant to the
       Corporations Act 2001. A half yearly reviewed financial report and an annual audited financial report
       as well as an annual compliance plan audit report for the scheme are required to be lodged with ASIC.
       The Responsible Entity must also lodge with ASIC its annual audited financial report. Persons may
       obtain or inspect copies of documents lodged with ASIC by the Responsible Entity or the Club at an
       ASIC office nearest to them.
       Persons have the right to obtain, free of charge, a copy of the most recently lodged financial reports of
       the Club by sending us a written request (mail, facsimile or email) to the address of the Responsible
       Entity in the Corporate Directory subject to any change notified to Members. Your request will be
       attended to within 5 days of receipt of your request.

10     ADDITIONAL INFORMATION

       Non-Fully Developed Property
       The Developer may from time to time fund the acquisition and/or development of vacant land, or
       apartments in resorts where refurbishment is to occur, to be placed into the Club. Until the
       development or refurbishment of the Non-Fully Developed Property reaches a stage where suitable
       accommodation areas are completed and ready for occupation, no Club Points will be created and
       allocated in respect of that property. The Club will not be required to fund any acquisition,
       development or other costs or expenses in relation to such Non-Fully Developed Property, as all such
       costs and expenses will be paid or caused to be paid when due by the Developer.

       The Developer has all the rights to proceeds of use and sale of Non-Fully Developed Property and the
       Responsible Entity must if requested by the Developer, deal with such Non-Fully Developed Property
       in the manner which is reasonably consistent with the Developer's rights to proceeds of use and sale
       of the Non-Fully Developed Property, subject only to the Responsible Entity being able to deduct from
       any proceeds any amount of costs and expenses expended by the Responsible Entity on the Non-
       Fully Developed Property and for which it has not received reimbursement from the Developer. These
       rights will not apply in the event of termination or winding up of the Club.

       Account Fee calculation formula
       The Account Fee contribution payable by each Member may be calculated in accordance with the
       following formula:

       X = AF + (MF x AF)
       where
       X is the aggregate Account Fee contribution payable by the Member.
       AF is the amount determined by the Responsible Entity as the Account Fee, noting that a Member
       may pay more than one Account Fee depending upon the number of Club Points owned.
       MF Is a multiplication factor being (Z – 100,000) divided by 50,000 but rounded down to the last whole
       number and will not be less than zero. If MF would otherwise result in a negative number, MF will be
       deemed to be zero.
       The Maintenance Fee is determined in accordance with the following formula: MLC = Y/A x Z
       where:
       MLC is the contribution to the Maintenance Levy payable by each Member.
       Y is the amount determined by the Responsible Entity from time to time in accordance with the
       Constitution.
       A is the number of Total Club Points
       Z is the number of Club Points owned by a Member.
       Other details are set out in section 4.

PDS/V8 / 1 July 2008                                                                                 Page 19
       Tax
       You should obtain your own tax advice in relation to the purchase of Club Points. However, please
       note that GST does not apply to the purchase of Club Points. There is however GST impost on any
       fees and charges levied by or on behalf of the Club. All fees and charges referred to in this PDS are
       inclusive of GST unless otherwise mentioned. You will also be required to pay any stamp or other
       duties on the purchase, transfer or disposal of the Club Points.

       Ethical Considerations
       The Responsible Entity makes no claim regarding labour standards or environmental, social or ethical
       considerations that may be taken into account in the selection, retention or realisation of Club Property
       or Memberships.

       Disclosure of Related Party Interests

       Responsible Entity
       The Developer owns all of the shares in the Responsible Entity, and the Manager. Additionally, the
       Developer owns all of the shares in Tiki Village International Ltd and Surfers Royale Management Pty
       Ltd. The Developer has a half interest in the sales manager, Classic Holiday Club Pty Ltd, with the
       other 50% currently held by Pacific Rim Marketing (Aust) Pty Ltd. The Developer also owns all of the
       shares in the management company of Don Pancho Beach Resort and Pacific Palms Resort. The
       Developer is also the manager of Sandy Point Beach Resort and Capri Waters Country Club and owns
       shares in Capri Waters Country Club Limited. The Manager is also contracted to manage Beach
       House Seaside Resort, Beachcomber International Resort, Golden Shores Holiday Club, Palm Court
       Noosa, Lake Eildon Country Club Limited and Vacation Club Limited.

       Directors
       As at the date of this PDS, the Directors of the Responsible Entity, have interests in the Club through
       the following holdings in companies either directly or indirectly related to the Club as follows:

       Ramy Filo is a director of the Developer, the Manager, the Sales Manager and has interests in the
       Developer and Classic Property Management Pty Ltd, Classic Property Holdings Pty Ltd, Tiki Village
       International Ltd, Pacific Palms Resort Ltd, Don Pancho Beach Resort Ltd, Beach House Seaside
       Resort Ltd, Golden Shores Holiday Club Ltd, Surfers Royale Management Pty Ltd and Atex
       Investments Pty Ltd.

       Tony Wilson is a director and secretary of Tiki Village International Limited, Beachcomber International
       Resort Ltd, Beach House Seaside Resort Ltd, Surfers Royale Ltd and Golden Shores Holiday Club Ltd
       and is secretary of the Developer, the Manager, the Sales Manager, Classic Property Management Pty
       Ltd, Don Pancho Beach Resort Ltd, Palm Court Ltd, Beach House Seaside Resort Ltd and Surfers
       Royale Management Pty Ltd.

       Mark Stephenson is a director of the Sales Manager, a director, secretary and has interests in Pacific
       Rim Marketing (Aust) Pty Ltd, and is a director and has interests in Classic Finance Services Pty Ltd.

       Carole Smith is a director of the Manager, Beachcomber International Resort Ltd, Surfers Royale Ltd,
       Capri Waters Country Club Ltd and Don Pancho Beach Resort Ltd, and secretary of Pacific Palms
       Resort Ltd.

       Karim Filo is a director of the Developer, the Manager, Surfers Royale Management Pty Ltd, Tiki
       Village International Ltd and Classic Finance Services Pty Ltd. He has interests in the Developer,
       Classic Property Management Pty Ltd and Classic Finance Services Pty Ltd.

       Transactions with related parties
       As set out in this PDS, it is expected that the Responsible Entity will be involved in certain transactions
       with the following:

      •       The Developer (property development)
      •       The Manager (management services)
      •       The Sales Manager (sales and marketing)
      •       Tiki Village International Ltd
      •       Classic Property Management Pty Ltd (involved with the management of some of the Resorts)
      •       HWC Accountants (accounting services)

       No commission in relation to the promotion, sale or issue of Club Points will be paid by the
       Responsible Entity.

PDS/V8 / 1 July 2008                                                                                   Page 20
       Certain employees of the Developer act by arrangement with the Responsible Entity, which is the
       issuer of this PDS and holds the Australian Financial Services licence that permits dealing with the
       Club Points. The Developer, or related party, will pay or cause to be paid (including a direction to
       Classic Holiday Club Pty Ltd as Marketing Company) commissions, fees, or any other benefits or
       advantages to each of its employees in connection with the making of the recommendation or the
       subsequent sale and /or issue of Club Points, such amount not exceeding 26% of each sale.

       Professional Indemnity Insurance
       The Responsible Entity has taken out and is maintaining a professional indemnity insurance policy to
       cover those claims insured up to an aggregate of $5,000,000. The Responsible Entity has paid the
       premiums required to maintain this cover.

      Interests of Experts and Advisers
      Other than as set out in this PDS, no expert, promoter or any person named in this PDS as performing
      a function in a professional, advisory or other capacity in connection with the preparation or distribution
      of this PDS, nor any firm in which any of those persons is or was a partner has, or has had in the two
      year period ending on the date of this PDS, any interest in:
      •      The formation or promotion of the Club
      •      Property acquired or proposed to be acquired by the Club in connection with its formation or
             promotion or the offer under this PDS
      •      The Offer,
      and no amount, whether in cash or shares or otherwise, has been paid, or agreed to be paid, to any
      expert, promoter or any other person named in this PDS as performing a function in a professional,
      advisory or other capacity in connection with the preparation or distribution of this PDS, nor any firm in
      which any of those persons is or was a partner, in the two year period ending on the date of this PDS
      for services rendered by that person in connection with the promotion or formation of the Club or the
      offer of Club Points.

       WHK Horwath (Brisbane) has prepared the independent report on projected financial information and
       the financial statements for the Club & Responsible Entity. In respect of this work, the Responsible
       Entity has agreed to pay WHK Horwath an amount not exceeding $5,000 for these services up to the
       date of this PDS. It is anticipated that WHK Horwath will provide further accounting and auditing
       services for the usual time based fees plus disbursements. WHK Horwath has given their written
       consent to the inclusion in this PDS of their name as auditors of the Club and has not withdrawn their
       consent prior to the date of this PDS.

       Anti-Money Laundering & Counter-Terrorism Financing Regulations 2008 (‘AML/CTF Regulations’)
       The AML/CTF Regulations came into effect on 31 January 2008 and, in accordance with the AML/CTF
       Act 2006 & the Regulations, all applicants are required to provide adequate identification to Classic
       Holiday Club Pty Ltd.

       Classic Clubs Ltd has formed a ‘Designated Business Group’ with Classic Holiday Club Pty Ltd and
       Classic Finance Services Pty Ltd and has adopted a joint AML/CTF Program. The Classic designated
       business group must report annually to AUSTRAC.

       Authorised and Issued Club Points
       As at the date of this PDS, no Club Points have been issued other than one Founder Point to the
       Developer, which carries Membership Rights as set out in section 8.1. The total amount of Authorised
       but unissued Club Points for property placed by the Developer into the Club as at the date of this PDS
       is 1 Club Point.

       Directors' Consent
       Each of the directors of Classic Clubs Limited has consented to and authorised the issue of the PDS
       and have not withdrawn that consent.

       Signed by the following Director of the Responsible Entity on 1 July 2008.




         ………………………………………
       Ramy Filo
       Director

PDS/V8 / 1 July 2008                                                                                  Page 21
Glossary of Terms
Account Fee means the account fee payable in respect of the general administration of the Club and not
directly in respect of or connected with the operation of Property or Club Assets and is payable by Members
for each Financial Year as determined by the Responsible Entity in accordance with the Constitution.

AFSL means an Australian financial services licence as that term is defined in the Corporations Act.

Anniversary Date with respect to the Membership of a Member, means the 1 year period commencing each
year on the first day of the month 1 year following the month in which Club Points are issued to the Member
and the same day each year save and except where the Club Points are issued to the Founder and then
sold and transferred, in which event the Anniversary Date shall be re-set and mean the first day of the month
1 year following the month in which the Club Points are registered in the name of a person other than the
Founder. Where a Member acquires more Club Points, either by way of subscription or by transfer, the
Anniversary Date of the new Club Points shall be the same as the Anniversary Date of the existing Club
Points.

Annual Budget means the annual budget prepared each Financial Year for the following Financial Year
which contains full details of the composition and calculation of continuing charges and fees to be imposed
on the Members, including provision for maintenance and refurbishment of Club Apartments.

Annual Fee means the annual fee levied against the Members comprising the Account Fee and the
Maintenance Levy.

AML/CTF Act means Anti-Money Laundering and Counter-Terrorism Financing legislation.

Applicant means a person who has lodged or caused to be lodged with the Responsible Entity an
Application in accordance with this PDS.

Application means an application for the specified class of Club Points made in accordance with this PDS.

Application Monies means the total consideration paid or payable for Club Points and includes Taxes and
fees and/or charges of any nature whatsoever of any Government Agency.

ASIC means the Australian Securities & Investments Commission or any successor organisation.

AUSTRAC is the Australian Transaction Reports and Analysis Centre responsible for the regulation of
AML/CTF legislation.

Classic or Classic Clubs or Classic Clubs Limited means Classic Clubs Ltd ACN 104 824 964.

Classic Group means Classic Property Management Pty Ltd ACN 001 566 221, Classic Property Holdings
Pty Ltd ACN 053 220 269 and their related entities.

Classic Point (except where used in the term Limited Classic Point) means the class of Club Points having
the rights and conditions set out in the Constitution.

Club or Classic Holiday Club means the registered Managed Investment Scheme ARSN 111 354 440
established under the Constitution.

Club Apartment means an apartment at a Resort to which Club Points have been allocated by the
Responsible Entity in accordance with the Constitution and to which a Member receives use rights when an
accepted reservation is made in accordance with the Club Regulations and includes a subsequent
replacement of that apartment determined by the Responsible Entity in accordance with the Constitution
which apartment may consist of a unit or condominium apartment, an interest in a time-sharing scheme, a
separately owned dwelling on a lot whether in a development or otherwise, a hotel suite, a house boat, a
motor home or a cabin and/or similar facility suitable for human living quarters.

Club Assets means all Property, cash, investments, rights and other property of the Club as calculated by
the Responsible Entity in accordance with the Constitution, but does not include Application Monies in
respect of which Club Points are yet to be issued, or any distribution which is payable but not yet paid at any
time.



PDS/V8 / 1 July 2008                                                                                Page 22
Club Management Agreement means the agreement entered into by Classic Holidays (Classic Leisure Pty
Ltd ACN 097 693 144) and Classic Holiday Club dated 1 April 2005.

Club Point means a Classic Point, a Limited Classic Point, or a Founder Point issued pursuant to the
Constitution.

Club Regulations means the Guidelines and Regulations of the Club made by the Responsible Entity from
time to time in accordance with the Constitution.

Common Area means all land and Improvements located on the Property which do not constitute part of a
Club Apartment or other separately owned or rented portion capable of individual occupation, and which are
shared in common with others.

Compliance Committee means the committee established by the Responsible Entity pursuant to section
601JA of the Corporations Act.

Compliance Plan means the compliance plan for the Club as amended, modified, or supplemented from
time to time.

Constitution means the Classic Holiday Club Constitution entered into by Classic Clubs Limited on 11
October 2004 and as amended from time to time.

Cooling-off Statement means the statement contained in Schedule 1 which is required to be given to all
applicants for Classic Points in the Classic Holiday Club at the time of, or prior to, entering into an agreement
to purchase Classic Points in the Classic Holiday Club.

Corporations Act means the Corporations Act 2001(as amended) and includes regulations made for the
purposes of that Act.

CTF means Counter-Terrorism Financing.

Developer means Classic Property Holdings Pty Ltd ACN 053 220 269.

Financial Year means the period commencing on 1 July and ending at midnight 30 June each year.

Founder means Classic Property Holdings Pty Ltd ACN 053 220 269 provided that it holds a Founder Point,
or otherwise, the holder from time to time of the Founder Point.

Founder Point means the class of Club Point having the rights and obligations set out in the Constitution. In
particular, the holder of a Founder Point has exclusive marketing rights in relation to all authorised but un-
issued Club Points and exclusive marketing rights in respect of forfeited Club Points, has the right to approve
the creation of all Club Points, and has special property rights.

Government Agency means:
•      a government, whether foreign, federal, state, territorial or local;
•      a department, office or minister of a government acting in that capacity; or
•      a commission, delegate, instrumentality, agency, board, or other governmental, semi-governmental,
       judicial, administrative, monetary or fiscal authority, whether statutory or not.

GST Act means A New Tax System (Goods and Services Tax) Act 1999 and any related Tax imposition Act
(whether imposing tax as a duty of Customs Excise or otherwise) and includes any legislation which is
enacted to validate, recapture or recoup the tax imposed by any of such Acts.

GST means any tax imposed by or through the GST Act on supply (without regard to any input tax credit).

Issue Price means the issue price of a Club Point as determined by the Responsible Entity from time to
time, and which is as set out in the Loose-Leaf Price List.

Improvements means all buildings, roads, sidewalks, driveways, parking areas, fences, walls, stairs, decks,
landscaping, vegetation, poles, fixtures, interior walls, built-in appliances, furnishings, chattels and any other
structures or attached improvements located in the Resort.

Limited Classic Points means the class of Club Points having the rights and conditions set out in the
Constitution.

PDS/V8 / 1 July 2008                                                                                   Page 23
Loose-Leaf Price List [also sometimes referred to as ‘Price List’] means the document accompanying and
forming part of this PDS which sets out the Issue Price as determined by the Responsible Entity from time to
time.

Maintenance Levy means the fee payable in respect of services performed relating to the general
management of the Property but not directly in respect of or connected to any particular property, payable by
Members for each Financial Year as determined by the Responsible Entity in accordance with the
Constitution.

Manager means Classic Leisure Pty Ltd ACN 097 693 144 trading as Classic Holidays.

Managed Investment Scheme has the meaning under section 9 of the Corporations Act.

Member means a person for the time being registered on the Register under the provisions of the
Constitution as the holder of Club Points and includes persons registered jointly.

Membership means the relationship of a Member to the Club and includes the relevant proportionate part of
the bundle of rights, duties, benefits and obligations set out in the Constitution and Club Regulations.

Membership Application Form is the Application for Club Points contained in Schedule 3 of this PDS.

Membership Fee is the membership fee payable by each person applying for the issue, transfer or grant of
a Club Point who is not a current Member.

Minimum Holding means in respect of a Member, a holding recorded in the Register of a minimum number
of Club Points as required by the Responsible Entity from time to time.

ML means money-laundering (Money Laundering is the processing of criminal profits to disguise their illegal
origin).

PDS means this Product Disclosure Statement.

Points Value means the allocation by the Responsible Entity to each Club Apartment the number of Club
Points required for occupancy of that Club Apartment during different seasons of the year and on different
days of the week as the Responsible Entity determines appropriate and such allocation shall be deemed to
be the authorised number of Club Points relative to that Club Apartment.

Price List [also sometimes referred to as ‘Loose-Leaf Price List’] means the document accompanying and
forming part of this PDS which sets out the Issue Price as determined by the Responsible Entity from time to
time.

Property means each Club Apartment and all property (including real and personal property) of whatsoever
kind and nature held on trust for the Members subject to the terms of the Constitution.

Refurbishment Fund means a fund established by the Responsible Entity for the purpose of meeting
anticipated costs of refurbishment of the Property in the future.

Register means the register of Members required to be maintained under the Constitution and the
Corporations Act.

Registration means recording a Member’s interest in the Register.

Related Entity has the meaning given to it in section 228 of the Corporations Act 2001.

Reserved Period means the right of a Member to reserve, occupy and use a Club Apartment and the
Common Areas of the Resort during such period as the Member has reserved in accordance with the Club
Regulations, upon the Member surrendering the number of Use Points equal to the Points Value allocated to
that Club Apartment for the Reserved Period.

Resort means a resort in which a Club Apartment is located and the Common Area appurtenant to such
resort.

Responsible Entity means the responsible entity for the time being of the Club who, at the date of this PDS,
is Classic Clubs Limited ACN 104 824 964.

PDS/V8 / 1 July 2008                                                                              Page 24
Sinking Fund means a fund established by the Responsible Entity for the purpose of meeting major
maintenance or repair or replacement of Property or other exceptional or unforeseen expenses of the Club
other than expenses to be paid from the Refurbishment Fund.

Special Levy means any levy determined by the Responsible Entity, if the Responsible Entity at any time
determines that provisions in the Annual Budget are inadequate or no, or insufficient, provisions or reserves
have been made for capital improvements, major expenses, repairs, acquisitions, reserves or any other
matter determined by the Responsible Entity or the Responsible Entity determines that the Club is or may be
unable to pay monies required to be paid quickly. The amount of Special Levies that can be levied by the
Responsible Entity is not subject to any cap or limit, the Responsible Entity shall also be entitled to impose a
Special Levy against a Member for reimbursing the Club for the costs of ensuring that or causing or seeking
to cause the Member's compliance with the Constitution and the Guidelines and Regulations and any
Special Levies shall be payable upon the date that the Responsible Entity determines.

Tax means a tax, levy, charge, impost, deduction, withholding or duty of any nature (including any GST,
stamp or transaction duty) imposed at any time by any Government Agency and any interest, expense, fine,
penalty or other charge for those amounts payable now or in the future or required to be remitted to, or
imposed, levied, collected, withheld or assessed by any Government Agency.

Timeshare Interest means an interest in a scheme (other than the scheme created under the Constitution)
relating to the ownership and/or use of accommodation and commonly understood to be a timesharing
scheme and including an interest in a time-sharing scheme as defined by the Corporations Act.

Total Club Points means the aggregate number of Club Points issued and authorised but un-issued in
relation to the Club from time to time.

Unit Certificate means a certificate (if any) issued by the Responsible Entity as evidence of Membership.

Use Points means the points issued to Members pursuant to the Constitution which enable Members to use
Club Apartments in accordance with the Constitution and Club Regulations.

Use Points Account means a record of the number of Use Points available to a Member during each Use
Year maintained by the Responsible Entity in such form and with such content as the Responsible Entity
determines from time to time.

Use Year means the 1 year period commencing each year on the Anniversary Date and ending on the next
succeeding Anniversary Date.




PDS/V8 / 1 July 2008                                                                                 Page 25
                                                 SCHEDULE 1
                                    CLASSIC HOLIDAY CLUB - ARSN 111 354 440
                                           COOLING-OFF STATEMENT

This cooling-off statement forms part of the PDS, dated 1 July 2008 and must not be read
separately.

This Statement must be given to all applicants for Classic Points in Classic Holiday Club at the time of, or
prior to, their entering into an agreement to purchase Classic Points in Classic Holiday Club. A person to
whom this statement is provided is entitled to retain a copy of it.

COOLING-OFF PERIOD FOR CLASSIC HOLIDAY CLUB ARSN 111 354 440
Your right to change your mind
You may withdraw your offer or terminate your agreement to purchase Classic Points in Classic Holiday
Club within seven (7) calendar days commencing from the Acknowledgment Date.

The Acknowledgment Date is the date when you sign an acknowledgment that you have received all
relevant documents relating to the Club (these being the Membership Application Form, the Product
Disclosure Statement, and this Cooling-off Statement).

How can I exercise my right?
You may exercise your right to withdraw from the purchase by giving the Responsible Entity of the Club a
notice in writing to that effect within seven (7) calendar days of the Acknowledgement Date. (The notice of
withdrawal must be received by 5pm on the seventh day.) The recommended form of written notice is
attached to this statement.

The responsible entity’s address for service of notice is:
Classic Clubs Limited ACN 104 824 964, PO Box 384 Coolangatta, Qld 4225 Australia

Acknowledgment
I/We …………………………………………………………………………………………….. acknowledge receipt
of this Cooling-off Statement, the Membership Application Form and the Product Disclosure Statement.

Signature(s):       …………………………………                                     ……………………………………
                    Applicant (1)                                     Applicant (2)

Date:               …………………………………….


[cut off section] WRITTEN NOTICE
To: Classic Clubs Limited ACN 104 824 964
PO Box 384, Coolangatta, Qld 4225

I/We, ……………………………………………………………….[insert your name(s) here], hereby exercise
my/our cooling-off rights and withdraw from my/our proposed purchase of Classic Points in Classic Holiday
Club ARSN 111 354 440. Please return all money I have paid by way of deposit or otherwise as soon as
possible to my address which is

(Postal Address):             ……………………………………………………….……………………..……..

                              ……………………………………………………………………….………….…

Signature(s)                  ……………………………………                                    …………………………………….
                              Applicant (1)                                     Applicant (2)

Dated:                        …… / …… / ……
NOTE: I / We acknowledge that the sum of $100 will be retained by the Responsible Entity (‘RE’) but will be repaid to me/us if we
return to the RE the Member Kit and its contents (except for the PDS) in substantially the same condition as was provided to me/us by
the Responsible Entity.




                                                                                                                      Page 26
SCHEDULE 2




DWL:gr
1 July 2008


The Directors
Classic Clubs Limited
PO Box 384
COOLANGATTA QLD 4225


INDEPENDENT REVIEW REPORT ON PROJECTED FINANCIAL INFORMATION


1.    Introduction
1.1   We have prepared this Independent Review Report (report) on the budget of Classic Holiday Club
      (“the Club”) for the year ending 30 June 2009 (“the budget”) for inclusion in a Product Disclosure
      Statement (“PDS”) to be issued by Classic Clubs Limited as the Responsible Entity for the Club and
      dated on or about 1 July 2008. This report is prepared in accordance with AUS 804 “The Audit of
      Prospective Financial Information” and PS 170 “Prospective financial information”.
1.2   The nature of this report requires that it can only be provided by an entity that holds an appropriate
      Australian Financial Services Licence. WHK Horwath Securities Limited holds an appropriate
      licence. Don Langdon, the author of this report is an Authorised Representative of WHK Horwath
      Securities Limited. The WHK Horwath Securities Limited Financial Services Guide forms part of
      this report and should be read in conjunction with the report.
1.3   Expressions defined in the Glossary of Terms in the PDS have the same meaning in this report.
2.    Scope of the Report
2.1   You have asked WHK Horwath Securities Limited to prepare a report covering the Club’s budget for
      the year ending 30 June 2009 included in the PDS in Section 2.
2.2   The Directors of the Responsible Entity are responsible for the preparation and presentation of the
      budget set out in the PDS, including the assumptions on which it is based.
2.3   The budget has been prepared by the Directors of the Responsible Entity to provide potential
      Members with a guide to the future financial performance of the Club, and is based on the
      Directors’ understanding of the present circumstances within the hospitality and holiday
      ownership industry, and the operating and economic conditions that they expect to exist in the
      future. The budget is based upon the achievement of certain economic, operating, development
      and trading assumptions about future events and actions that have not yet occurred and may not
      necessarily occur. The underlying assumptions are subject to significant uncertainties and
      contingencies often outside the control of the Club. If events do not occur as assumed, actual
      results achieved by the Club may vary significantly from the budget.




                                                                                                Page 27
SCHEDULE 2




2.4   The budget included in the PDS has been prepared in accordance with Policy Statement 170
      “Prospective Financial Information” issued by the Australian Securities and Investment
      Commission. Prospective financial information can be classified as “forecasts” or “projections”, the
      difference being that forecasts are based on best estimate assumptions which management expects
      to take place and actions that management expect to take as of the date that the information is
      prepared. The budget included in this PDS is classified as a projection as it has been prepared using
      a combination of the Directors’ best-estimate and hypothetical assumptions.
2.5   The budget has been prepared using assumptions about future events and management’s actions
      that may not necessarily occur as projected. Consequently, readers are cautioned that the budget
      may not be appropriate for purposes other than that described above.This report does not address
      the future prospects of the Club and no comment is made in relation to the rights attaching to the
      Club Points on offer pursuant to the PDS, nor the merits and risks associated with becoming a
      Member in the Club.
3.                        Financial
      Review of Projected Fina ncial Information
3.1   Our review of the budget was conducted in accordance with Australian Auditing and Assurance
      Standard AUS 902 “Review of Financial Reports”. Our procedures consisted primarily of inquiry of
      Responsible Entity Directors’ and Club management, review of the contracts for the acquisition of
      the Club Apartments and other analytical review procedures we considered necessary so as to
      adequately evaluate whether the assumptions appear reasonable in the circumstances. These
      procedures included discussions with the Directors and management and have been undertaken to
      form an opinion whether anything has come to our attention, which causes us to believe that:
      3.1.1   The assumptions set out in the PDS do not provide a reasonable basis for the budget;
      3.1.2   The budget is unreasonable;
      3.1.3   The Director’s best estimate and hypothetical assumptions, set out in the PDS, do not
              provide a reasonable basis for the budget;
      3.1.4   All material assumptions are not adequately disclosed in the PDS, including a clear
              indication as to whether they are best-estimate assumptions or hypothetical assumptions;
              and
      3.1.5   The budget is properly compiled on the basis of the underlying assumptions and presented
              on a basis consistent with the accounting policies of the Company, Australian Accounting
              Standards and other mandatory professional reporting requirements.
3.2   Our review is substantially less in scope than an audit examination conducted in accordance with
      Australian Auditing Standards. A review of this nature provides less assurance than an audit. We
      have not performed an audit and accordingly we do not express an audit opinion on the budget
      included in the PDS.
3.3   The underlying assumptions are subject to significant uncertainties and contingencies often
      outside the control of the Responsible Entity. If events do not occur as assumed, actual results
      achieved by the Club may vary significantly from the projections. Accordingly, we do not confirm or
      guarantee the achievement of the projections, as future events, by their very nature, are not capable
      of independent substantiation. Investors should have regard to the risks set out in the PDS.
4.    Statement on Projected financial information
4.1   Based on our review of the budget, which is not an audit, and subject to the comments in this report
      we advise that:
      4.1.1   Nothing has come to our attention which causes us to believe that the assumptions set out
              in the PDS do not provide a reasonable basis for the budget;
      4.1.2   Nothing has come to our attention which causes us to believe the budget is unreasonable;




                                                                                                Page 28
SCHEDULE 2




       4.1.3     Nothing has come to our attention which causes us to believe that the Directors’
                 hypothetical and best-estimate assumptions set out in the PDS do not provide a reasonable
                 basis for the financial budget;
       4.1.4     In our opinion, all material assumptions are adequately disclosed in the PDS, including a
                 clear indication as to whether they are best-estimate assumptions or hypothetical
                 assumptions; and
       4.1.5     In our opinion, the budget is properly compiled on the basis of the underlying assumptions
                 and presented on a basis consistent with the accounting policies of the Club, Australian
                 Accounting Standards and other mandatory professional reporting requirements.
4.2    We do not express an opinion on the Directors’ hypothetical assumptions however we have
       undertaken sufficient work to satisfy ourselves that the budget is consistent with these hypothetical
       assumptions and we believe that these hypothetical assumptions have no significant impact upon
       the projected outcome.
5.     Subsequent events
5.1    Apart from the matters dealt with in this report, and having regard to the scope of our report, to the
       best of our knowledge and belief no material transactions or events outside of the ordinary business
       of the Club have come to our attention that would require comment on, or adjustment to, the
       information referred to in our report or that would cause such information to be misleading or
       deceptive.
6.     Declaration
6.1    WHK Horwath Securities Limited does not have any interest in the outcome of this PDS other than
       the preparation of this report and any other related advice for which normal professional fees will
       be received.
6.2    WHK Horwath Securities Limited has consented to the inclusion of this Independent Review
       Report in the PDS in the form and context in which it is so included, but has not authorised the
       issue of the PDS. Accordingly, WHK Horwath Securities Limited makes no representation
       regarding, and takes no responsibility for, any other statements, or material in, or omissions from,
       the PDS.
7.     General Advice Warning
7.1    This report has been prepared, and included in the PDS, to provide investors with general
       information only and does not take into account the objectives, financial situation or needs of any
       specific investor. It is not intended to take the place of professional advice and investors should not
       make specific investment decisions in reliance on the information contained in this report. Before
       acting or relying on any information, an investor should consider whether it is appropriate for their
       circumstances having regard to their objectives, financial situation or needs.
Yours faithfully
WHK HORWATH SECURITIES LIMITED
ABN 91 010 208 107
Australian Financial Services Licence No: 247427




D W LANGDON
Authorised Representative No: 270576




                                                                                                   Page 29
SCHEDULE 2




 CLASSIC HOLIDAY CLUB
 BUDGET FOR THE YEAR ENDING 30 JUNE 2009
 INCLUSIVE OF GST
                                                                                      $
 REVENUE
 Maintenance Levies                                                                1,210,851
 Account Fee                                                                         321,625
 Developer Subsidy                                                                   379,115
 Other Income                                                                        267,000
                                                                                   2,178,591
 EXPENDITURE
 Levies timeshare interests                                                        1,429,610
 Property costs                                                                      100,360
 Member services                                                                     114,125
 Bank charges                                                                            867
 Bankcard charges                                                                     12,500
 Compliance Costs                                                                     32,000
 Debt Collection                                                                       2,000
 Filing Fees - ASIC                                                                    1,000
 Legal Fees                                                                            5,000
 Insurance                                                                             1,500
 Accounting Fees                                                                      15,000
 ATHOC membership                                                                      9,910
 Printing Costs                                                                        4,000
 Compliance audit                                                                      6,520
 Scheme Audit                                                                         19,315
 Contingency Fund                                                                    140,720
 Responsible entity fees - account fees                                               54,669
 Responsible entity fees - levies                                                    229,495
                                                                                   2,178,591
 NET PROFIT                                                                                -

The budget has been prepared by the responsible entity directors to provide potential Club
Members with an understanding of the likely operations of the Club. The directors have exercised
due care in preparing the budget and the assumptions upon which it is based. In the opinion of the
Directors, the budget and the underlying assumptions on which it is based are reasonable.

The underlying assumptions are subject to significant uncertainties and contingencies often outside
the control of the Club. Accordingly, the Directors are unable to guarantee the budget will be
achieved. Prospective Club Members should refer to section 7 of the Product Disclosure
Statement (“PDS”) for an analysis of the risk factors associated with becoming a Member in the
Club.

The material assumptions used to prepare the budget for the year ending 30 June 2009 are a
combination of best-estimate and hypothetical assumptions. These two types of assumptions are
defined as follows:

♦   Hypothetical assumptions relate to prospective financial information (“projections”) that have
    been prepared using a set of assumptions that include assumptions about future events and
    management's actions that are not necessarily expected to occur or are significantly dependant
    on factors that management cannot control or substantiate.

♦   Best-estimate assumptions relate to prospective financial information (“forecasts) that have
    been prepared on the basis of assumptions as to future events which management expects to




                                                                                            Page 30
SCHEDULE 2




     take place, and the actions management expects to take as of the date the information is
     prepared.

The material assumptions used in preparing the budget are as follows:

Best-estimate assumptions
1.     Club Apartments – Club Apartments comprising strata-title units and interests in various
       time-sharing schemes will be progressively transferred into the Club over the period from 1
       July 2008 to 30 June 2009:
       The term, Club Apartment, is defined in the Glossary of Terms section of the PDS and
       includes a unit or condominium apartment and an interest in a time-sharing scheme to which
       Club Points have been allocated.
2.     Club Points: - At 30 June 2008 there will be 39,452,107 Club Points issued or available to be
       issued to members. The Club Apartments transferred to the Club during the period from 1
       July 2008 to 30 June 2009 year will create an additional 11,000,000 Club Points.
3.     Club Operation: - The Club will be operated to break even on an annual basis. Club
       Members will be charged an annual Maintenance Levy and an annual Account Fee sufficient
       to cover all levy/property, operating, administration and compliance costs less any amount
       received from the Developer in accordance with the Deed of Subsidy.
4.     Maintenance Levy: - A Maintenance Levy is charged on all Club Points created. The levy is
       payable either by Club Members 12 months in advance from the date of purchase, or by the
       Developer on a monthly basis on all unsold Club Points. The Maintenance Levy has been
       set at 2.40 cents including GST per Club Point.
5.     Account Fee: - Club Members will be charged an annual Account Fee to cover the
       operating, administration and compliance costs of the Club. The Account Fee has been
       estimated to average $155 including GST per Member.
6.     Developer Subsidy: - In accordance with the Deed of Subsidy between the Club and the
       Developer, with respect to the year ended 30 June 2009, the Developer has agreed to
       subsidise the amount that the Administration Costs/Levy Costs of the Club exceed the
       Account Fees/Maintenance Levies for the year up to a limit of $400,000.

Hypothetical assumptions
7.     The number of Club Points available for sale at any specific time depends on the timing of
       the transfer of Club Apartments into the Club over the budget period. If the Club does not
       acquire Club Apartments at specific locations and at specific times in accordance with its
       budget, there will be little or no impact on the budgeted result as the Club operates on a
       breakeven basis and revenue and expenditure are expected to reduce by the same
       amounts, i.e. revenue and expenditures will vary in direct relationship to one another.
8.     The availability of Club Points for sale is directly dependent on the Club being able to readily
       acquire Club Apartments progressively over the budget period. If the Club does not acquire
       Club Apartments, in accordance with its budget, there will be little or no impact on the
       budgeted surplus as the Club operates on a breakeven basis and revenue and expenditure
       are expected to reduce by the same amounts.

Actual results may vary from the budget and any variation may be materially positive or negative
because the underlying assumptions are by their very nature subject to uncertainties and
contingencies, many of which are outside the control of the Directors. As a result, events and
outcomes may differ in quantum and timing from the assumptions.




                                                                                                Page 31
SCHEDULE 2




General Advice – Expert’s Report
General Advice – Expert’s Report (Version 6, 4 January 2005)
This Financial Services Guide is designed to help retail clients make a decision as to their use of the
relevant general financial product advice; to ensure that we comply with our obligations as financial
services licensee; and to provide you with information on:
•        How we and our associates are paid;
•        Any potential conflict of interest we may have; and
•        Our internal and external dispute resolution procedures and how you can access them.
Introduction
WHK Horwath Securities Ltd, ABN 91 010 208 107 (“we” or “us” or “ours” as appropriate) has been
engaged to issue general financial product advice in the form of an Expert’s Report for inclusion in a
disclosure or other document in relation to the issuing of a financial product.
Who is responsible for the financial services provided to me?
WHK Horwath Securities Ltd holds an Australian Financial Services Licence No. 247427 and is
responsible for the financial services provided by it and its Authorised Representatives, including
authorising the distribution of this Financial Services Guide.
Through a variety of corporate and trust structures, WHK Horwath Securities Ltd is ultimately wholly
owned by and operated as part of the business advisory and professional accounting practice of WHK
Horwath Pty Ltd.
General Financial Product Advice
In the Expert’s Report we provide general financial product advice, not personal financial product
advice, because the advice has been prepared without taking account of your objectives, financial
situation or needs.
You should, before acting on the advice, consider the appropriateness of the advice, having regard to
your objectives, financial situation and needs.
If the advice relates to the acquisition, or possible acquisition, of a particular financial product - you
should obtain a Product Disclosure Statement (PDS) relating to the product and consider the PDS
before making any decision about whether to acquire the product.
What kinds of financial services are you authorised to provide to me?
We are authorised to provide advice on, and deal in, the following classes of financial products to
wholesale and retail clients:
•        Deposit and payment products limited to:
         o           Deposit products other than basic deposit products;
         o           Basic deposit products.
•         Derivatives limited to:
         o           Old law securities options contracts and warrants;
•         Debentures, stocks or bonds issued or proposed to be issued by a government.




                                                                                                                                                  Member Horwath International
    Important information
    This advice has been prepared without taking into account your objectives, financial situation or needs. You should therefore consider the
    appropriateness of this advice having regard to your objectives financial situation and needs. You should obtain a Product Disclosure Statement            Page 32
    relating to this product before making any decision about whether to acquire it.
SCHEDULE 2




•      Life products including:
       o      Investment life insurance products as well as any products issued by a Registered Life
              Insurance Company that are backed by one or more of its statutory funds; and
       o      life risk insurance products as well as any products issued by a Registered Life Insurance
              Company that are backed by one or more of its statutory funds.
•      Interests in managed investment schemes including:
       o      investor directed portfolio services.
•      Retirement Savings Accounts (“RSA”) products (within the meaning of the Retirement Savings
       Account Act 1997):
       o      Securities; and
       o      Superannuation.
•      Expert’s Reports
We provide financial product advice by issuing an Expert’s Report in connection with a financial product
of another person or entity. Our report will include a description of the circumstances of our engagement
and identify the person or entity who has engaged us. You will not have engaged us directly but will be
provided with a copy of the report due to your connection to the matters in respect of which we have
been engaged to report.
Any report we provide is provided on our own behalf as an Australian Financial Services Licensee
authorised to provide the financial product advice contained in the report.
                                                                     issuers?
Do you have any relationships or associations with financial product issuers?
WHK Horwath Securities Ltd and any of its associated entities may at any time provide professional
services to financial services to financial product issuers in the ordinary course of our business.
How is WHK Horwath Securities Ltd paid to produce an Expert’s Report?
We have been paid a fee in the vicinity of $30,000 for providing this Expert’s Report. This fee is paid by the
person or entity which engages us to provide the report. The fee has not affected the opinion we have
expressed in this report.
Except for this fee, neither WHK Horwath Securities Ltd, nor any of its directors, employees or related
entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the
provision of the report.
          Horwath
Does WHK Horwath Securities Ltd get paid for referring clients to invest in the products
associated with your Expert’s Reports?
We do not pay commissions or provide any other benefits to any person for referring clients to us in
connection with the Expert’s Report that we are engaged to provide.
We do not receive commissions or any other benefits for referring clients in connection with the
underlying financial product and / or financial service that is the subject of the reports we are engaged to
provide.
         for
Do I pay f or the financial services provided?
You do not pay us a fee for the production of the Expert’s Report. It is the responsibility of the person or
entity which engaged our services to produce the report to meet this cost.




                                                                                                       Page 33
SCHEDULE 2




Who can I complain to if I have a complaint about the financial services provided?
If you have any complaint about the service provided to you, you should take the following steps.
1.    Contact us and tell us about your complaint.
2.    If your complaint is not satisfactorily resolved within three business days, please contact the
      Complaints Officer, on (07) 3233 3555, or put your complaint in writing and send it to us at:
             The Complaints Officer
             WHK Horwath Securities Ltd
             GPO Box 736
             BRISBANE QLD 4001
3.    If you still do not get a satisfactory outcome you can contact the Financial Industry Complaints
      Service Ltd (FICS) of which WHK Horwath Securities Ltd is a member. FICS can be contacted on
      1300 780 808 or you can write to them at PO Box 579, Collins Street West, Melbourne Vic 8007.
The Australian Securities & Investments Commission (ASIC) has a freecall Infoline on 1300 300 630 which
you may also use to make a complaint or obtain information about your rights.
If you have any further questions about the financial services WHK Horwath Securities Ltd provides,
please contact our office on (07) 3233 3555.




                                                                                                    Page 34
SCHEDULE 3




                   ASRN 111 354 440

                MEMBERSHIP APPLICATION FORM FOR CLUB POINTS
                                                 Issued by Classic Clubs Limited (ACN 104 824 964)
                                                          as Responsible Entity and Issuer

Application Date:                                                                     Application Number:
This Membership Application Form must not be circulated separately from the Product Disclosure Statement (“PDS”)
Version 8 dated 1 July 2008 of which it forms a part.

                        FIRST APPLICANT                                                           SECOND APPLICANT
    Mr            Mrs            Ms            Miss                              Mr           Mrs             Ms            Miss
SURNAME                                                                      SURNAME
GIVEN NAMES                                                                  GIVEN NAMES
ADDRESS


TEL         Home                                                             Home
            Work                                                             Work
            Fax                                                              Fax
            Mob                                                              Mob
EMAIL

(For Company Purchasers or where there are more than two joint purchasers)
NAME OF NOMINATED PERSON(S)
__________________________________________________________________________________________________________________

I/We hereby apply to Classic Clubs Limited, the Responsible Entity, to purchase _______________ Club Points (as Classic Points*/Limited
Classic Points) and to apply for _____________ Club Points (as Classic Points*/Limited Classic Points) to be issued for trade-in of Timeshare.
TOTAL Classic Points*/Limited Classic Points allocated: ______________. [*Please delete alternative which is not applicable].
Classic Points allow the use and occupancy of the Resort Apartments in the Club.
                                                                                                                          HRP: ____________
                                                                            Trade-in Details:                             HWP: ____________
Subscription moneys                       $ ___________________                   ______________________________________________
Establishment Fee                         $ ___________________                   ______________________________________________
Deposit/Cash Payment                      $ ___________________                   ______________________________________________
                                            ___________________
Balance Payable                           $ ___________________                   on _________ day of _____________________ 200____

I/We (the Applicant/s) by completing and signing this Application hereby:
1       Make application for the number of Club Points of Classic Holiday Club, specified in this Application and agree to pay the price specified
        in this Application and any applicable stamp duty, taxes or imposts in respect of the Application.
2       Agree to pay all Classic Holiday Club levies which become due and owing during the life of the Club.
3       Agree to be bound by the provisions of the Constitution dated 4 April 2005 as amended from time to time constituting the Club.

I/We acknowledge that the Responsible Entity has the right to accept or reject this Application.

Joint Applicants only: Joint Applicants shall be registered as joint tenants unless the following is completed.
We wish to be registered as tenants-in-common in the following percentages: ____________________________________________________
(See notes 3 & 4 for information on joint tenancy and tenancy in common)

I/We hereby apply for the above Club Points under the terms of this application and acknowledge having received a copy of the PDS,
the Cooling-off Statement and a copy of this Membership Application Form.

Dated:    ________________________________

Signed:   First Applicant       __________________________________             Second Applicant       ____________________________________

For and on behalf of the Responsible Entity as Issuer ________________________________________
Confirmation of transaction
Classic Clubs Ltd, the Responsible Entity and Issuer, confirms that you as holder(s) have agreed to subscribe for membership in Classic Holiday Club
[ARSN 111 354 440] on the date and for the number of Club Points, the price and the taxes and stamp duty as set out in this Membership Application Form.

Source    __________                      Cons       __________                       Man       __________                      C / F Page 35
NOTES
1   The Application must be signed either:
    a By the Applicant(s) personally,
        b Where the Applicant is a company, under its common seal or by a director for the company or other authorised person.

2       All applicants are required to provide adequate identification in accordance with the Anti-Money Laundering & Counter-
        Terrorism Financing Act 2006. It is a criminal offence to knowingly provide false or misleading information or
        documentation in connection with this Application.

3       Cheques should be made payable to “CLASSIC CLUBS LTD APPLICATION ACCOUNT”. The Responsible Entity
        reserves the right to accept a cheque accompanying a Membership Application made out in a different form, provided it is
        deposited to the same account.

4       For the benefit of two applicants joining together, the main difference between joint tenants and tenants-in-
        common is as follows:
        a     In the case of joint tenants, if one of the joint members dies, the surviving member will automatically be entitled to
              the deceased’s interest, irrespective of the deceased’s Will or the interests of the deceased’s heirs.
        b     In the case of tenants-in-common, the deceased’s interest does not automatically pass to the survivor. It will pass
              in accordance with the deceased’s Will, and if no Will exists, the interest will pass to the deceased’s heirs under
              the rules of intestacy. Interests may be held as tenants-in-common in equal percentages or unequal percentages,
              depending on the desire of the parties.

5       Where persons are making Membership Application as tenants-in-common, each person’s percentage interest should be
        inserted after that person’s name on this Membership Application.

6       A signed Membership Application Form is invalid if the Applicant has not signed an acknowledgement of receipt
        of a Cooling-off Statement. The Cooling-off Statement accompanies this PDS. The Applicant(s) may withdraw
        this Membership Application, by written notice to the Responsible Entity within seven (7) calendar days
        commencing from the Acknowledgment Date which is the date when you sign an acknowledgment that you
        have received all the relevant documents relating to the Club (these being the PDS, the Cooling-off Statement
        and a copy of this Membership Application). The notice of withdrawal must be received by Classic Clubs Ltd in its
        offices by 5pm on the seventh day. Upon an Applicant’s valid withdrawal of this application, all Application moneys paid
        will be returned to the Applicant as soon as possible.

7       If the Applicant(s) defaults in payment of any outstanding moneys owing pertaining to this Application, Classic Clubs Ltd
        has full power and is appointed as attorney of the Applicant to cause the return to the Issuer/Vendor of the Club Points
        the subject of the Application.

8       Applicants should note with respect to an electronic Membership Application Form that there is a PDS with information
        about purchasing Club Points and you are required to read the PDS before completing a Membership Application Form.

Privacy Statement

The Responsible Entity is required by the Corporations Act to maintain a Register of Members of the Club and some of the
information you provide on this form will be entered into the Register. We are unable to accept your Application unless you
have provided all of the requested information.

The information on this form is collected by the Responsible Entity for the purposes of:

    •     issuing you with Club Points in the Club, if your Application is accepted by the Responsible Entity.
    •     operating the Club;
    •     communicating with you for the purposes of the Club;
    •     sending you offers which may assist you in better utilising the rights attaching to your Membership; and
    •     providing you with the benefits attaching to your Membership.
The information you provide may be disclosed to:

    •     any related corporation of the Responsible Entity;
    •     any other entity contracted by the Responsible Entity to provide services to the Club or to enable the delivery of
          benefits attaching to your Membership; and
    •     any other person where required by law.

    •     You may access the information we keep about you by emailing us at points@classicholidayclub.com.au or contacting
          our privacy officer on (07) 5595 7555.




                                                                                                            CHC APPLICATION/ V8 \01.07.08

                                                                                                                      Page 36
                                                       PRICE LIST

                                             Issue Price of Membership

        This Price List, dated 1 July 2008, must be read together with the Product Disclosure
        Statement (PDS) dated 1 July 2008, in relation to the purchase of Club Points in
        Classic Holiday Club.


        All terms commencing with capital letters in this document have the meaning attributed to
        them in the PDS.


        Costs
        The price per Club Point shown in the table below:


Price per Point         Price per Point        Price per Point         Price per Point          Price per Point
when                    when                   when                    when purchasing          when purchasing
purchasing less         purchasing             purchasing              between 20,000           equal to or more
than 13,500             between 13,500         between 16,500          and 25,999               than 26,000
Points*                 and 16,499             and 19,999              Points*                  Points*
                        Points*                Points*

$1.35                   $1.15                  $1.00                   $0.96                    $0.94 (Top Volume
                                                                                                Discount Price)




        Conversion of Timeshare Interest into Classic Points:                  $5,800.




        *Note: A person wishing to purchase additional Points (i.e. upgrading) within 12 months of their first
        purchase of Points in the Club may, at the discretion of Classic Clubs Limited and the Developer, be
        offered an incentive to do so. The effective average price paid per Point for all Points acquired by
        that person during that 12 month period will be a least the Top Volume Discount Price applicable at
        the time of purchase of the Points first acquired by the person during that 12 month period.

        *Other incentives may from time to time be offered by the Developer and/or Classic Clubs Limited
        and the right to do so is reserved.

        This loose-leaf price list may be superseded by a loose-leaf price list with a later date.




           Applicants can only apply for an interest by completing the Application Form
                        accompanying the Product Disclosure Statement.




                                                                                                     Page 37
- This page is left blank intentionally -




                                            Page 38
                                                  APPENDIX 1
                                                Fees and Charges

      This Appendix 1 forms part of the PDS dated 1 July 2008 and must not be read separately

                                                      DID YOU KNOW?
             Small differences in fees and costs can have a substantial impact on your interests in the Club.
           You should consider whether the provision of better member services justify higher fees and costs.
                                                   Fees are not negotiable.
                                                    TO FIND OUT MORE
     If you would like to find out more, or see the impact of fees based on your own circumstances, the Australian
     Securities and Investments Commission (ASIC) website (www.asic.gov.au) has a managed investment fee
                                    calculator to help you check out different fee options.

Fees and Other Costs
•          This table shows fees and other costs that you may be charged. These fees and costs may be
           deducted from your money or from the returns on your investment or from the fund assets as a
           whole. Taxes and insurance premiums are set out in another section of this document.
•          You should read all of the information about fees and costs, as it is important to understand their
           impact on your investment.

Type of Fee or Cost                                           Amount                        How & when

                                            Option to pay           Option to pay
                                            contribution fees       contribution fees
                                            upfront                 later
Fees when your money moves in or
out of the fund - You may also incur
a buy-sell spread when your money
moves in or out of the fund

Establishment fee: This is the fee to       $990                    N/A                     Payment on
set up your initial investment.                                                             Application

Contribution fee: This is the fee for the   N/A                     N/A                     N/A
initial and every subsequent
investment you make (or that may be
made on your behalf, eg by an
employer).

Withdrawal fee: This is the fee for each    N/A                     N/A                     (Technically
withdrawal you make (including any                                                          Members have
instalment payments and your final                                                          no withdrawal
payment).                                                                                   or redemption
                                                                                            rights, but are
                                                                                            permitted to
                                                                                            transfer. Refer
                                                                                            below - re
                                                                                            transfer fee.)

Termination fee: This is the fee when       $350                    N/A                     Payment on
you finally close your investment.                                                          transfer.
                                                                                            (Really a
                                                                                            Transfer fee
                                                                                            rather than a
                                                                                            termination fee)


                                                                                                           Page 39
Management Costs

Administration Costs are the fees and      Account Fee:
costs for operating the fund. They
                                           Currently $155 for       N/A   Payment on 1
include administration and other fees
                                           the first 100,000              July each year
charged by the product issuer,
                                           Club Points plus a
distribution costs and other expenses₃     further $155 for
incurred in operating the fund.            each additional
                                           whole batch of
                                           50,000 Club
                                           Points#

                                                                    N/A
                                           Maintenance Levy:              Payment on 1
                                                                          July each year
                                           Currently 2.4 cents
                                           per Club Point#
                                           i.e.: If a member has
                                           10,000 Club Points a
                                           fee of $395.00 will be
                                           payable each year for
                                           the Annual Fee (being
                                           $155 for the Account
                                           Fee and $240 for the
                                           Maintenance Levy)

                                           # Adjusted as per
                                           budget

Investment Costs are the fees and          N/A                      N/A   N/A
costs for investing the assets. They
include fees charged by the product
issuer, fees paid to external investment
managers and other expenses incurred
in investing the assets (excluding
transaction costs). [Note however the
amounts payable on pages 9 and 10].

Additional Service Fees₅

Switching fee: This is the fee for when    N/A                      N/A   N/A
you switch between investment
options. You may also incur a buy-sell
spread when switching between
investment options.

Advisor service fee: This is the fee for   N/A                      N/A   N/A
extra advice from your adviser about
your investment. (An adviser may also
be paid other amounts as commission
out of one or more of the fees listed
above).




                                                                                       Page 40
Miscellaneous Fees: These fees are        Cancellation fee     N/A   May be
payable by Members in relation to                                    charged upon
activities associated with the Club.                                 cancellation of
                                                                     an advance
                                          Standby Time Fee     N/A   booking to
                                          of currently               minimise
                                          2.4 cents per              accommodation
                                          Classic Point with         going unused
                                          a minium fee of            because
                                          $55.00 per night           Members make
                                          (including
                                                                     late
                                          housekeeping
                                          fees).                     cancellations.
                                                                     At any time
                                                                     during the year
                                                                     (subject to
                                                                     availability),
                                                                     within 14 days
                                                                     of check-in.

Points and Play Fees. These fees are      $2,500 enrolment     N/A   Payable on
payable upon joining the Classic Points   fee# plus $295 for         enrolment
and Play system.                          a 3 year
                                          membership fee#


                                          Points and Play            $100 per week
                                                               N/A
                                          Member Fee for             (current price
                                          international              subject to
                                          timeshare                  change)
                                          exchanges
                                          (excluding New
                                          Zealand)
                                          #These fees may
                                          be reduced or
                                          waived at the
                                          discretion of the
                                          Manager




                                                                                  Page 41
             PRODUCT DISCLOSURE STATEMENT
           CLASSIC HOLIDAY CLUB ARSN 111 354 440
ISSUED BY CLASSIC CLUBS LIMITED ACN 104 824 964 – 1 JULY 2008

				
DOCUMENT INFO
Description: Price List Disclosure Statement document sample