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108 Wickham Street, Fortitude Valley Brisbane

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   108 Wickham Street,
Fortitude Valley Brisbane
CONTENTS
1       INVESTMENT HIGHLIGHTS .......................................................................................................... 1 

2       PROPERTY OVERVIEW ................................................................................................................. 5 

     2.1  LOCATION .................................................................................................................................... 5 
     2.2  IMPROVEMENTS ............................................................................................................................ 5 
     2.3  TENANCY DETAILS ........................................................................................................................ 6 
     2.4  TENANCY SCHEDULE .................................................................................................................... 7 

3       MARKET OVERVIEW ..................................................................................................................... 8 

     3.1  THE QUEENSLAND ECONOMY........................................................................................................ 8 
     3.2  THE BRISBANE OFFICE MARKET .................................................................................................... 9 
     3.3  VALUATION................................................................................................................................... 9 

4       INVESTMENT STRUCTURE ........................................................................................................ 10 

     4.1  FINANCIAL ANALYSIS .................................................................................................................. 11 
     4.2  FUNDING .................................................................................................................................... 13 

5       PROPERTY DETAILS ................................................................................................................... 14 

     5.1  TITLE DETAILS ............................................................................................................................ 14 
     5.2  TOWN PLANNING ........................................................................................................................ 14 

6       TRUST DETAILS........................................................................................................................... 15 

     6.1  THE INVESTMENT ....................................................................................................................... 15 
     6.2  LIQUIDITY AND WITHDRAWAL ....................................................................................................... 15 
     6.3  TRUST DISTRIBUTIONS ................................................................................................................ 16 
     6.4  TERM OF INVESTMENT ................................................................................................................ 16 
     6.5  REPORTING ................................................................................................................................ 16 
     6.6  SUBSCRIPTION MONIES .............................................................................................................. 16 
     6.7  CONFLICTS OF INTEREST ............................................................................................................ 16 
     6.8  COPIES OF THE TRUST DEED ...................................................................................................... 16 

7       TRUST OVERVIEW....................................................................................................................... 17 

     7.1  ASSET MANAGEMENT AND TRUST MANAGEMENT ......................................................................... 17 
     7.2  PERPETUAL CORPORATE TRUST LIMITED .................................................................................... 17 
     7.3  PROJECTED RETURN TO UNITHOLDERS ....................................................................................... 17 
     7.4  ABOUT PRIMEWEST FUNDS LTD .................................................................................................. 17 
     7.5  DIRECTORS AND KEY EXECUTIVES OF PRIMEWEST MANAGEMENT ................................................ 18 

8       RISK FACTORS ............................................................................................................................ 19 

     8.1  INTEREST RATES ........................................................................................................................ 19 
     8.2  MARKET CONDITIONS ................................................................................................................. 19 

_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
     8.3  PROJECTED RETURNS ARE NOT REALISED ................................................................................... 19 
     8.4  REGULATORY CHANGES ............................................................................................................. 19 
     8.5  ILLIQUID INVESTMENT ................................................................................................................. 19 
     8.6  BUILDINGS ARE DESTROYED ....................................................................................................... 19 
     8.7  LOSS OF TENANT ........................................................................................................................ 19 
     8.8  REFINANCING ............................................................................................................................. 20 
     8.9  OWNERS RESERVE ..................................................................................................................... 20 
     8.10  UNEXPECTED CAPITAL EXPENDITURE .......................................................................................... 20 
     8.11  ENVIRONMENTAL ........................................................................................................................ 20 

9       MANAGER’S FEES & CHARGES ................................................................................................ 21 

     9.1  DISCLOSURE OF INTERESTS ........................................................................................................ 21 
       9.1.1   Establishment Fee ........................................................................................................... 21 
           9.1.1.1      Initial Component ...................................................................................................................... 21 
           9.1.1.2      Deferred Component ................................................................................................................. 21 
        9.1.2        Asset Management Fee .................................................................................................. 21 
        9.1.3        Development Management Fee ...................................................................................... 21 
        9.1.4        Transfer Fee .................................................................................................................... 21 
        9.1.5        Additional Service Fees................................................................................................... 21 
        9.1.6        GST Exclusive ................................................................................................................. 21 
        9.1.7        Amendment of Fees by Agreement ................................................................................ 21 

10  ADDITIONAL INFORMATION ...................................................................................................... 22 

     10.1  PRIVACY POLICY ........................................................................................................................ 22 
     10.2  ANTI-MONEY LAUNDERING AND COUNTER FINANCING TERRORISM ACT ........................................ 22 

11  TRUST APPLICATION FORM ...................................................................................................... 23 

12  FURTHER INFORMATION ........................................................................................................... 23 




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
The Nature of this Document

This document has been issued by Primewest Funds Limited ABN 97 134 321 216 (“Primewest”). Primewest
Funds Ltd is the holder of Australian Financial Services Licence No. 339074. This document is dated 11
November 2009.

This document is not a prospectus or a product disclosure statement and does not have to comply with the
relevant provisions of the Corporations Act 2001 dealing with disclosure documents.

This document is for the sole use of the recipient and may not be reproduced or distributed to any other person.
If you have received this document from anyone other than Primewest, please return it to Primewest.

This document outlines some of the key points in relation to the investment which Primewest proposes to
undertake. The matters included in this document do not constitute a comprehensive statement of the costs,
benefits, risks and other characteristics of the investment.

All potential investors should read this document in its entirety, obtain advice from a suitably qualified
professional advisor and make their own assessment of the investment before deciding to invest.

This document does not constitute advice on legal, taxation and investment matters and does not take into
account the investment objectives or the personal financial circumstances of any person to whom it is provided.
Therefore, you should consult with a suitably qualified professional advisor to assist you in making your decision
whether or not to invest.


Disclaimer

Whilst this document includes information about Primewest, the nature of the investment, the Property and other
matters, it is not exhaustive in its contents and should not be considered as such.

All projections and forecasts in this document are for illustrative purposes only using those sources as described.
They are based on the opinions of, and the assumptions and qualifications made by the directors of Primewest
as at the date of this document. Actual results may be materially affected by changes in economic and other
circumstances.

Any reliance placed upon the accuracy of projections, forecasts and other information provided in this document,
and the appropriateness of opinions, assumptions and qualifications used, is a matter for your own commercial
judgment. No representation or warranty is made that any projections, forecasts, values, assumptions or
estimates contained in this document can or will be achieved.

Notwithstanding that parties other than Primewest are named in this document, none of those other parties was
involved in the preparation or issue of this document and therefore, none of those other parties has any
responsibility for the contents of this document.

Primewest and its directors, officers, employees, advisers and representatives:-

(a)    give no warranty and make no representation in respect of the contents of this document; and

(b)    accept no responsibility for the accuracy, reliability or completeness of the information provided in this
       document.


Investors

Investment is only available to investors who are “wholesale clients” within the requirements of section 761G of
the Corporations Act 2001 (Cth) or who are otherwise entitled to invest – see section 6.1 of this document for
more detail.




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
1 INVESTMENT HIGHLIGHTS


THE PROPERTY                          The Property is located at 108 Wickham Street, Fortitude Valley,
                                      Brisbane, Queensland.

                                      It is an 8 level building comprised of:-

                                              5 levels of Office accommodation being 10,180m2 NLA.

                                              1,705 m2 Ground floor Retail.

                                              140 car bays over 2 levels of Basement.

                                              Designed to achieve a 5 star NABERS energy rating.

                                              Substantial Tax Deferred benefits.


                                      It has a diversified Tenant mix of high quality Tenants

                                              Weighted Average Lease Expiry in excess of 7 years

                                              Strong Income stream

                                              Fixed Rental Increases


                                      Located in the emerging Fortitude Valley office precinct with the
                                      advantage of being on the doorstep of the Brisbane CBD


                                              High profile location

                                              Easy access to transport links

                                              Close to public transport


INVESTMENT STRATEGY                   The investment features include:-

                                              Income producing investment providing shelter from short
                                               term investment market volatility.

                                              The property has been purchased at a price below the
                                               long term average Brisbane office yield.

                                              Benefit from long term income whilst the broader market
                                               remains soft and takes advantage of the next uplift in the
                                               property cycle.

                                              Anticipated Investment term of 8 years and 4 months to
                                               terminate 2 July 2018. Term may be reviewed to
                                               maximize investor returns on sale, specifically, the
                                               Property may be sold prior, or the term extended by up to
                                               12 months if warranted by the circumstances at that time.




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                       1
PROJECTED INVESTMENT                  Projected Internal Rate of Return                       14.4% p.a.
RETURN                                (projected return based upon assumptions
                                      contained in Section 4.1)


                                      Projected Cash Return on Equity

                                               Year One –                                           9.8%

                                               Average –                                           11.6%

                                      Projected Tax Deferred Benefit

                                               Year One –                                           86%

                                               Average –                                            49%

                                      The projected returns are indicative only and are not guaranteed
                                      by Primewest.


ACQUISITION DETAILS                   Purchase Price:                    $      63,500,000
                                      Owner’s Reserve                    $         506,160
                                      On Costs:                          $       5,168,840
                                                                         _______________
                                      Total:                             $    69,175,000
                                                                         _______________

                                      Funded by:       Debt:             $      34,925,000
                                                       Equity:           $      34,250,000


                                      Valuation:                         $      63,500,000
                                      prepared by Knight Frank
                                      as at 19 October 2009



SETTLEMENT DATE                       No later than 12 February 2010.


INVESTMENT STRUCTURE                  A special purpose Unit Trust is being established for the
                                      acquisition of the property. Investors will be issued Units in the
                                      Trust. For liquidity of Units refer to Section 6.2.




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                           2
MANAGER OF THE TRUST                  Primewest Funds Ltd ACN 97 134 321 216, AFSL: 339074 of
                                      Mezzanine Level, 28 The Esplanade, Perth, Western Australia.

                                      The Manager will manage the Trust for the Unitholders and
                                      provide the Trust Management Services, including maintaining a
                                      reporting system that will provide the Unitholders with
                                      information on an annual basis concerning the management and
                                      investment performance of the Trust.

                                      The Manager will also perform Asset Management Services in
                                      relation to the property on behalf of the Trust.

                                      The Manager is entitled to fees as set out in Section 9 for
                                      performance of these duties.


THE OFFER FOR UNITS IN                Proposed minimum raising of $34,250,000, in the form of
THE TRUST                             34,250,000 units of $1 each, to assist with the purchase of the
                                      property.   The Manager may accept subscriptions up to
                                      $37,425,000 (see section 4.2). The units will be paid in two
                                      tranches – 15 cents per unit on application, and 85 cents per unit
                                      by 29th January 2010.


MINIMUM INVESTMENT                    Whilst there is no mandated minimum investment this offer is
                                      only available to investors who are “wholesale clients” under the
                                      requirements of Section 761G of the Corporations Act 2001
                                      (Cth) or are otherwise entitled to invest – see section 6.1 of this
                                      document.


INVESTMENT TERM                       An investment in the Trust should be considered medium to long
                                      term, with an anticipated initial Term until 2 July 2018 with a full
                                      return of capital to Investors on completion of the Term.


FUNDING                               Primewest, as Manager, will also source funding for the
                                      acquisition of the property and, if applicable, for any other purpose
                                      such as to improve the property.

                                      An Indicative Offer for Debt funding has been received from the
                                      National Australia Bank. Details of this Offer are summarised in
                                      Section 4.2.

                                      Debt funding for the acquisition of the property will be to a range
                                      of 55% of the value of the property at acquisition. The debt
                                      funding will be non-recourse to the Unitholders and only secured
                                      over the property.

                                      The Manager may at its discretion increase the loan to value ratio
                                      to 65% non recourse to accommodate a fall in capital value or to
                                      fund capital works or tenant incentives.




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                             3
VALUATION POLICY                      The Manager intends to re-value the property prior to the
                                      expiration of the finance facility.

                                      However, the Manager may have the property re-valued at any
                                      time at its discretion.


FURTHER INFORMATION                   If you require any further information on this property, please
                                      contact us:-


Mark Vonic                                            Julian Lodge
Chief Investment Officer                              Chief Executive Officer

Mob: 040 331 9095                                     Mob: 0419 952 144
Email: mark.vonic@primewestfunds.com                  Email: Julian@primewestmanagement.com.au



John Bond                                             David Schwartz
Director                                              Director

Mob: 0412 959 251                                     Mob: 0411 882 172
Email: john@primewestmanagement.com.au                Email: david@primewestmanagement.com.au



Jim Litis                                             Address:
Director                                              Mezzanine Level
                                                      28 The Esplanade
Mob: 0418 953 385                                     PERTH WA 6000
Email: jim@primewestmanagement.com.au
                                                      Telephone:      08 9321 7133




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                   4
2 PROPERTY OVERVIEW


2.1     Location

On the doorstep of the Brisbane CBD, 108
Wickham Street, also known as Centenary
Square, is situated on an island site just 850
metres from the Brisbane GPO. Boasting a
64 metre frontage to Wickham Street, its
high profile gateway location affords ease of
access to transport links whilst being only a
10 minute walk to the amenity of the
Brisbane CBD.



2.2     Improvements

Construction of the Building was completed in late 2007, early 2008, and is a modern development
constructed of reinforced concrete and steel frames consisting of 8 levels being:

     5 levels of Office        accommodation
      10,180m2 NLA;
     1,705 m2 Ground floor Retail; and,
     140 car bays over 2 levels of Basement.

The building was designed to achieve a 5
Star NABERS rating, with an application for
a certified NABERS rating pending.

The property is serviced by 3 lifts and the
services of the Building are generally
described as “near new” which is consistent
with the age of the building.

NABERS is a performance-based rating
system for existing buildings. NABERS rates a building on the basis of its measured operational
impacts on the environment, and provides an indication of how well the building’s environmental
impacts are being managed compared with its peers and neighbours.

A 5 Star NABERS rating is defined as “Exceptional – Best Building Performance”.

Building Snapshot
      Office accommodation                           5 floors
      Typical Floor plates                           1,701 m2 to 2,270 m2
      Total Office Area (NLA)                        10,180 m2
      Retail Accommodation                           7 Shops (Ground floor)
      Total Retail Area (GLA)                        1,705 m2
      Total Lettable Area (Office and Retail         11,885 m2
      Parking                                        140 car spaces (one bay per 85 m2)
      Lifts                                          Three express lifts servicing all levels

_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                5
2.3       Tenancy Details

The Property benefits from a diversified
mix of high quality tenants. The major
Tenants are:

Arup
Arup is a global firm of designers,
engineers,     planners    and     business
consultants. It is a wholly independent
organisation owned on trust on behalf of its
employees. The company began in 1946
and now has over 10,000 staff, located
across 92 offices in 37 countries.

As at March 2009, turnover of the Arup
group was reported as GBP 725,000,000.
High profile projects have included:-
            Sydney Opera House
            Beijing Water Cube
            Olympic Dam mine expansion
            Aurora Place, Sydney
            Brisbane International Airport expansion
            Beijing National Stadium (the Bird’s Nest)
            Charles Grimes Bridge, Melbourne
            Bruce Highway upgrade and expansion, South East
             Queensland
            Goodwill and Kurilpa footbridges, Brisbane

Technology One
Technology One is recognised as one of Australia’s largest publicly listed IT Companies. Technology
One has offices in each State and Territory of Australia as well as offices in New Zealand, Asia and
the United kingdom. The Group employs more than 700 people and their 2009 half year results
showed continuing strong growth with revenue up 13% to $55.9m.

Young and Rubicom Brands
Young and Rubicom Brands is a member of WPP – one of the world’s largest communications
services groups. WPP is a listed group made up of leading companies in advertising and marketing
services. The group employs over 131,000 employees across 2,000 offices and 106 countries. In the
first nine months of 2009, reported revenues were £6.296 billion, up 24.5%. The Group is a member
of the FTSE 100, Euro FT 300, Global FT 50, Forbes International 500 and Business Week 1000.




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                 6
2.4    Tenancy Schedule



Tenancy Schedule              as at 1 November 2009
                                                                                      Car Park Income 
                                           Lettable            Gross Rent                               Term                            Rent 
Tenant                          Level                                        Car Bays  $ per bay per             Option    Expiry
                                           Area sqm             ($/sqm)                                (years)                         Reviews
                                                                                           month
Office Tenants
UHDE Shedden                  Level 1                    772
                                                                $554.00         10        $350.00        8                26‐Feb‐16   Fixed 4.5%
Young & Rubicom Brands        Level 1                1,478
                                                                $543.00         12        $308.00        8         5      27‐Feb‐16   Fixed 4.5%
Technology One                Level 2                2,270
                                                                $510.00         29        $286.00        10               31‐Jan‐18   Fixed 4.38%
ARUP                          Level 3‐5              5,660
                                                                $494.00         75        $290.00        10               31‐Jan‐18   Fixed 4.5%
                                                   10,180
                                                                               126
Retail Tenants
Cafe                          Shop 1                     102
                                                                $580.00                                   7        5      31‐Mar‐16    Fixed 4%
Ezy Shop                      Shop 2                     106
                                                                $603.00                                   5        5       5‐Mar‐16    Fixed 4%
Macpac Retail                 Shop 3                     179
                                                                $605.00                                   4        4      30‐Jun‐12       CPI
Outdoor Performance           Shop 4                     169
                                                                $577.00                                   5        5      31‐Mar‐15    Fixed 4%
Paddy Palin                   Shop 5                     312
                                                                $582.00                                   6        5      31‐Mar‐14    Fixed 4%
Vacant (Rent Guarantee)       Shop A                     408
                                                                $500.00        14                         3               12‐Mar‐12
Domo Collections              Shop B                     429
                                                                $500.00                                   5        5      30‐Nov‐13    Fixed 4%
                                                     1,705
                                                      
                                                   11,885
                                                                               140




____________________________________________________________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                                                                    7
3 MARKET OVERVIEW
3.1       The Queensland Economy
(source: Research provided by CB Richard Ellis.
Third party sources acknowledged in the tables below.)
                                                                          Global, Australia & Queensland GDP, 2004 - 2013
                                                                           % r eal change per year
                                                                   8.0                                                                                                                                8.0
Queensland is forecast to outperform most other                                                                                                             Forecast
economies once economic recovery gains                             6.0                                                                                                                                6.0

momentum. Its underlying strength comes from its                   4.0                                                                                                                                4.0
diversification, led by LNG, minerals, infrastructure
spending, population growth, agriculture and                       2.0                                                                                                                                2.0
tourism.                                                           0.0                                                                                                                                0.0
                                                                                      Queensland
As a result, over the next 5 years the Queensland                 - 2.0               Australia                                                                                                       - 2.0
economy is forecast to lead the nation in annual                  - 4.0
                                                                                      World
                                                                                                                                                                                                      - 4.0
growth of 3.8% compared to the forecast national                                  4           5            6             7          8             9            0           1           2          3
average of 2.8%.                                                           2   00      2   00       2   00        2   00     2   00        2   00       2   01      2   01      2   01     2   01


Key indicators including employment and white                       Sour ce: IHS Global Insight (July 2009 - Wor ld GDP)
                                                                    and Access Economics (O ctober 2009)
collar employment growth, retail spending,
population growth are all forecast to exceed
national indicators.                                        State Economic Growth Forecasts 2009 -2013 (% growth p.a.)
                                                                                                  annual average GSP % change (2009-2013)
Population growth forecasts equate to 1,200                           Queensland                                                                  3.8%
people per week into South East Queensland over                 Western Australia                                                          3.4%
the next 25 years, with overseas migration now                             Australia                                               2.8%
contributing substantially to this growth.                                      Victoria                                          2.7%
                                                                  South Australia                                                 2.7%

The State's population is predicted to grow to 6                           Tasmania                                               2.7%

million (22.2 per cent of Australia's total population)                                ACT                                   2.3%

by 2026 (Australian Bureau of Statistics, Catalogue no.         New South Wales                                         1.9%

3222.0, September 2008). The Australian Bureau of                                            0.0%         0.5%           1.0%           1.5%          2.0%         2.5%         3.0%       3.5%       4.0%
Statistics forecasts Queensland to become                           Source : Access Economics (October 2009)
Australia's second largest state by 2050.
                                                            White Collar Employment Growth, Australia and Queensland
To support this strong level of growth, both               7.0
                                                                    % change on pr evious year
                                                                                                                                                                                                       7.0
population and economic, over the past five years          6.0
                                                                                                                                               Forecast                        Austr alia
                                                                                                                                                                               Q ueensland
                                                                                                                                                                                                       6.0

Queensland has invested over A$41.8 billion in             5.0                                                                                                                                         5.0

infrastructure with the most recent budget                 4.0                                                                                                                                         4.0

commitment of A$18.2 billion.                              3.0                                                                                                                                         3.0

                                                           2.0                                                                                                                                         2.0

                                                           1.0                                                                                                                                         1.0
In addition, the Queensland Government's $107              0.0                                                                                                                                         0.0

billion South East Queensland Infrastructure Plan         - 1.0                                                                                                                                        - 1.0
                                                                     04           05           06            07            08             09            10           11          12          13
includes over 230 infrastructure developments or                   20           20           20            20            20             20            20           20          20          20
upgrade projects to be completed over the next                    Sour ce: Access Economics (O ctober 2009)

two decades. Projects include:-
                                                                  Queensland Population Growth Forecasts (% growth p.a.)
         A$83.5 billion in road, rail and public                 % growth per annum
                                                          3.5
          transport                                       3.0
                                                                                                                                                                                     Forecast

         A$8 billion in water                            2.5
         A$3.5 billion in energy networks                2.0

         A$12 billion in social and community            1.5

          infrastructure.                                 1.0
                                                                          Australia
                                                          0.5
                                                                          Queensland
                                                          0.0
(source: Queensland Department of Employment Economic
                                                                  1988
                                                                  1989
                                                                  1990
                                                                  1991
                                                                  1992
                                                                  1993
                                                                  1994
                                                                  1995
                                                                  1996
                                                                  1997
                                                                  1998
                                                                  1999
                                                                  2000
                                                                  2001
                                                                  2002
                                                                  2003
                                                                  2004
                                                                  2005
                                                                  2006
                                                                  2007
                                                                  2008
                                                                  2009
                                                                  2010
                                                                  2011
                                                                  2012
                                                                  2013
                                                                  2014
                                                                  2015
                                                                  2016
                                                                  2017




Development and Innovation).

                                                                  Source : Access Economics (October 2009)




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                                                                                                     8
3.2    The Brisbane Office Market
(source: Research provided by CB Richard Ellis)

Having experienced a period of                                                     Office Rental and Vacancy Forecasts, Brisbane CBD
                                                              $/sq m pa                                                            % total vacancy
historically low vacancy during 2006 and               800                                                   Forecast                                         16.0
2007, the Brisbane office market has now               700                                                                                                    14.0
entered a period where tenant demand                   600                                                                                                    12.0

has fallen away dramatically as a result of            500                                                                                                    10.0

the     global   financial  crisis  whilst             400                                                                                                    8.0
                                                       300                                                                                                    6.0
simultaneously a vast amount of new                                                                             Total vacancy (RHS)
                                                       200                                                                                                    4.0
supply has been brought onto the market.                                                                        Prime gross face rent (LHS)
                                                       100                                                                                                    2.0
                                                                                                                Prime gross effective rent (LHS)
                                                          0                                                                                                   0.0
As a result vacancy levels are currently in                2004      2005     2006     2007      2008       2009     2010      2011       2012         2013

the order of 10% with a forecast peak of                                                    Year ended December
around 14% at some stage during 2010.                          Source : Property Council of Australia and
This has had a significant impact on                           CB Richard Ellis (October 2009)
property values with a fall in the order of                                                             Office Yield Forecasts, Brisbane CBD
                                                                     Indicative yield (%)
25% from their peak.                                         10.0
                                                              9.5
                                                              9.0
Notwithstanding the general softness of                       8.5
the current market, research compiled by                      8.0
                                                              7.5
CB Richard Ellis suggests that due to the                     7.0
                                                                                                                                              Forecast
underlying activity in the Queensland                         6.5
economy, rental levels are expected to                        6.0              Prime
                                                              5.5              Secondary
remain relatively stable, albeit with the                     5.0
introduction of leasing incentives being
                                                                    Dec 90
                                                                    Dec 91
                                                                    Dec 92
                                                                    Dec 93
                                                                    Dec 94
                                                                    Dec 95
                                                                    Dec 96
                                                                    Dec 97
                                                                    Dec 98
                                                                    Dec 99
                                                                    Dec 00
                                                                    Dec 01
                                                                    Dec 02
                                                                    Dec 03
                                                                    Dec 04
                                                                    Dec 05
                                                                    Dec 06
                                                                    Dec 07
                                                                    Dec 08
                                                                    Dec 09
                                                                    Dec 10
                                                                    Dec 11
                                                                    Dec 12
                                                                    Dec 13
                                                                    Dec 14
                                                                    Dec 15
reintroduced to the market. The same
research also suggests that yields are
likely to have reached their peak                                 Source : CB Richard Ellis (October 2009)
indicating   the   return     of    investor
confidence in the not too distant future.

A critical factor is the level of underlying demand in the leasing market in Brisbane today. Anecdotally
there remains significant unfulfilled demand for large occupiers of office space seeking
accommodation into 2010 and beyond. Research provided by CB Richard Ellis indicates that
Brisbane is outperformed on this measure only by Melbourne.

               Forecast Net Absorption, 2009, Calender Year - Capital City CBD Markets
                                                                    6-mths to June              Forecast 6-months
                                        Annual Forcast
                                                                       (actual)                    to December

               Sydney                       -171,713                    -120,211                         -51,502

               Melbourne                     37,906                       -5,928                            43,834
               Brisbane                      35,913                       3,103                             32,810
               Perth                        -17,383                     -22,015                             4,632
               Adelaide                      -4,889                     -13,307                             8,418
               Canberra                      30,729                         -501                            31,230

                Forecasts as at October 2009 Source: CB Richard Ellis.




3.3    Valuation

The Property has been valued by Knight Frank as at 19th October 2009, and they have assessed the
market value of the property at $63,500,000 consistent with the Contract price. A copy of the
valuation report is available upon request.


_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                                                                   9
  4 INVESTMENT STRUCTURE


                                                 Investors / Unitholders



                          Equity Funds            Receive Units in Trust and
                          Contributed            Return of Income Distributions
                                                            & Capital




                                   Unit Trust                                                  Manager
                               The 108 Wickham                  Manager provides          Primewest Funds Ltd
                                                                   Investment
                                Street Unit Trust              Management Services
                                                                   to the Trust




 Holds the Assets and             Custodian                                    Manager provides
borrows funds on behalf                                                        Asset Management
      of the Trust
                              Perpetual Corporate
                                                                             Services to the Property
                                   Trust Ltd




                                                         The Property
                                         108 Wickham Street, Fortitude Valley, Queensland




  The Unit Trust structure for the acquisition of the Property is generally considered suitable for
  investment by Superannuation Funds. Prospective Investors should however seek their own
  specialist advice in this regard.

  Perpetual’s role is limited to holding assets of the 108 Wickham Street Unit Trust as agent of the
  Manager. Perpetual has no supervisory role in relation to the operation of the 108 Wickham Street
  Unit Trust and is not responsible for protecting Unitholder interests. Perpetual has no liability or
  responsibility to Unitholders for any act done or omission made in accordance with the terms of the
  Custody Agreement.




  _________________________________________________________________________________
  108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                                10
4.1    Financial Analysis
      Purchase Assumptions                                                                                                        Purchase Snapshot
      Purchase price                                  $63,500,000                                                                 Capital Rate per metre                                       $            5,343
      Stamp duty                                       $3,319,425                                                                 Net Tangible Assets                                                       92.5%
      Tranfer Registration Fees                         $166,665                                                                  Area                                                                     11,885
      Legal, bank fees & due diligience                 $412,750                                                                  Equity Required                                                   $34,250,000
      Acquisition fee                                  $1,270,000                                                                 Debt                       55.0%                                  $34,925,000
      Owners contingency                                $506,160                                                                  Total                                                              69,175,000
      Total                                           $69,175,000

      Funds on deposit                                                            506,160        506,160              528,937               556,706             590,109             875,515           1,280,235            1,810,250            1,927,916


                                                    year commencing 12 February                2010                 2011                  2012                2013                2014                2015                 2016                2017
                                                                                                1                    2                     3                   4                   5                   6                    7                    8
      Rental Cash Flows

      Office income                                                                         $5,417,128           $5,659,450           $5,912,613           $6,177,101          $6,453,423          $6,742,107           $7,043,707          $7,358,800
      Retail income                                                                          $951,456             $980,271            $1,017,347           $1,055,836          $1,095,793          $1,137,275           $1,180,340          $1,225,050
      Car Park income                                                                        $448,569             $497,011             $510,406             $524,179            $538,342            $552,907             $567,886            $583,292
      Signage income                                                                          $38,132              $39,822              $41,587              $43,430             $45,354             $47,364              $49,463             $51,655
      Electricity Profit                                                                     $125,000             $127,500             $130,050             $132,651            $135,304            $138,010             $140,770            $143,586
      Interest Income                                                                         $22,777              $27,769              $33,402             $35,407              $54,720            $80,015              $117,666            $125,315
      Rental Cash Flow                                                                      $7,003,062           $7,331,823           $7,645,404           $7,968,604          $8,322,937          $8,697,679           $9,099,833          $9,487,696

      Asset Management Fee                                                                      (317,500)            (336,879)             (352,374)           (378,516)           (395,870)           (413,994)            (432,919)           (440,769)
      Compliance costs                                                                           (20,000)             (20,800)              (21,632)            (22,497)            (23,397)            (24,333)             (25,306)            (26,319)
      Owners Reserve                                                                                                                                           (250,000)           (350,000)           (450,000)
      Outgoings                                                                                 (890,000)            (903,350)             (916,900)           (930,654)           (944,614)           (958,783)            (973,165)           (987,762)

      Net Cash Flow before Interest                                                         $5,775,562           $6,070,794           $6,354,498           $6,386,937          $6,609,056          $6,850,569           $7,668,443          $8,032,846

                                                    Base rate                                 4.50%                5.25%                  6.00%              6.00%               6.25%               6.25%                6.50%                6.50%
                                                    Margin                                    2.40%                2.40%                  2.40%              1.75%               1.75%               1.75%                1.75%                1.75%
                                                    Total interest rate                       6.90%                7.65%                  8.40%              7.75%               8.00%               8.00%                8.25%                8.25%
      Less Interest paid                                                                      (2,409,825)          (2,671,763)          (2,933,700)          (2,706,688)         (2,794,000)         (2,794,000)          (2,881,313)         (2,881,313)
      Net Cashflow After Interest                                                           $3,365,737           $3,399,031           $3,420,798           $3,680,249          $3,815,056          $4,056,569           $4,787,131          $5,151,534

      Return on Equity                                        11.6%                           9.8%                 9.9%                   10.0%              10.7%               11.1%               11.8%                14.0%               15.0%
                                                            average
                                                                                                                                                                           End Value building @ yield                     8.50%             $88,737,837
                                                                                                                                                                           Selling Costs                                  1.00%                (1,236,628)
                                                                                                                                                                           Debt repayment                                                     (34,925,000)
      NPV Calculations
       Cash Flows for IRR calculations                                    (34,250,000) $       3,365,737     $      3,399,031     $       3,420,798    $      3,680,249    $      3,815,056    $      4,056,569     $      4,787,131    $     57,727,742
                         Pre fee IRR for Investor        15.0%
                        Post fee IRR for Investor        14.4%
                 Interest Cover Ratio (forecast)                                               2.53                 2.40                  2.28                2.49                2.50                2.58                 2.78                2.91

      * This cashflow has been prepared as a guide to the financial performance of the property. The cashflow is based on certain assumptions as specified and if the assumptions vary, so will the cashflow. We suggest
      independent advice is sought as to the assumptions, the tax implications of depreciation, capital gains, and other issues relating to this property.

      Return on Equity - Pre Tax                                                                      9.8%                 9.9%                10.0%               10.7%               11.1%                11.8%               14.0%                15.0%
      Return on Equity - Pre Tax (Unleveraged)                                                        8.3%                 8.8%                 9.2%                9.2%                9.6%                 9.9%               11.1%                11.6%
      Tax Deferred Component                                                                           86%                 70%                   59%                 48%                 41%                  35%                28%                   24%
      Return on Equity - Grossed Up (After Tax Effect)                                                                                                                                                                                                       11
      Company (30% tax rate)                                                                        13.4%                12.9%                 12.5%               12.9%               13.1%                13.6%               15.6%                16.6%
      Trust (45% tax rate)                                                                          16.7%                15.6%                 14.8%               14.9%               14.9%                15.3%               17.2%                18.0%
Projected Cashflow Assumptions:

1.     Property    Purchase:        The
       purchase price of the property is
       $63,500,000.     As it has been
       assumed that the Going Concern
       Provisions of the GST Act will be
       applied, no allowance has been
       made for a refund of GST.

2.     Stamp Duty:           $3,319,425,
       calculated in accordance with the
       Office of State Revenue scale,
       based upon the contracted
       purchase price of $63,500,000.

3.     Acquisition     Costs:           An
       allowance that will be attributed to
       costs associated with the acquisition and settlement of the land, including preparation of the
       Trust Deed, and attending to settlement of the land, due diligence costs, Primewest
       establishment fee, plus the cost of obtaining finance including valuation of the property.

4.     Net Rental Income: Current net rental income and future increases are based on the tenancy
       schedule provided by the vendor/vendor’s agent, refer Section 2.4 Tenancy Details. Future
       rental income, e.g. after expiry of a lease, not covered by the tenancy schedule have been
       based on the directors’ forecast of future market conditions. The projected cash flow also
       assumes that suitable tenant(s) are found for the property at termination of the the respective
       Leases.

5.     Interest costs: Indicative offers for debt funding indicate an overall variable interest rate of
       6.9% (4.5% plus 2.4% margin). This is based on a three year facility. Actual interest rate
       strategies and costs may vary between now and Settlement, and may also vary throughout the
       Investment Term. Interest rates used for future years represent Primewest Directors’ forecast
       of rate movements in future years.

6.     Owner’s Reserve: At settlement an Owner’s Reserve account will be established in the name
       of the Custodian with an initial deposit of approximately $500,000. In addition, during the
       investment Term a further $1,050,000 will be deposited from the Trust cashflow into the
       Owner’s Reserve. These funds will be applied to unforeseen expenses such as capital works
       for example or tenant incentives at the expiry of their Lease terms. Any surplus funds in the
       Owners Reserve at the end of the Term will be returned to Unitholders.

7.     Building       Allowances           &
       Depreciation:         Income Tax
       deductions for 2.5% building
       allowance     and       plant    and
       equipment depreciation will be
       claimed in respect of the property.
       These deductions will be re-
       assessed following settlement.
       We understand that the previous
       Landlord                  contributed
       approximately $3,500,000 to the
       respective tenant fitouts as part of
       the original Leasing incentives.
       The tax benefit that flows from this
       has not been included in our
       financial models and further
       advice is being sought in this
       regard.

_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                   12
4.2    Funding

There will be two sources of funding to meet the project costs:-

a)      INVESTOR EQUITY:       $        34,250,000

b)      BORROWINGS:     $      34,925,000
        _________________________________

        TOTAL $          $     69,175,000
        _________________________________

a)      INVESTOR EQUITY

        Subscriptions for Units in The 108 Wickham Street Unit Trust will be sought for an amount of
        $34,250,000 of investor equity. This amount will be payable in two tranches as shown
        below:-

        1. At the time of application for units in the trust, 15% of the total application amount, to be
           held on trust by Perpetual Corporate Trust Limited ABN 99 000 341 533 and used to pay
           the deposit, stamp duty and due diligence costs on the property.

        2. The balance is to be paid by Friday, 29th January 2010 to allow settlement no later than
           the 12th February 2010. Failure to pay the balance by the due date may result in the first
           tranche of payment (15%) and the Units being forfeited.

        The Manager may accept Subscriptions up to a value of $37,425,000 at its discretion. This
        would result in a loan to value ratio of 50%.

        If the minimum subscription is not achieved and the Trust does not proceed, all application
        money will be refunded in full but will carry no interest.

b)      BORROWINGS

        The Manager has received an indicative offer of finance from the National Australia Bank.
        The offer is subject to formal credit approval however the Manager anticipates that the terms
        will be similar to the following:-


                Loan principal of $34,925,000.

                Margin of 2.35% over BBSY.

                Application Fee of 0.4% of the Loan Principal.

                Interest Cover of 2.0 times.

                The lesser of the Contract Price and a Loan to Value Ratio (LVR) of 55%.

                Loan term 36 months, renewable.

                Interest will be paid on a monthly basis over the term.

                The loan is to be a non-recourse loan. The lender will secure the loan against the
                 land and buildings only – there will be no recourse to the investors.

                Security – A first ranking mortgage will be registered over the Property.

                The principal of any Loan Facility is expected to be refinanced at the end of the Loan
                 Facility or rolled over for a further agreed period. The Manager may choose to fix the
                 interest rate on any loan facilities, although it is not obliged to do so.


_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                    13
5 PROPERTY DETAILS
5.1       Title Details

The land which forms the Property consists of one freehold
lot. Title Reference 50762782, Description Lot 100 on SP
218954.

An adjoining Lot, being Lot 101 consists of a volumetric title
upon which an older office tower is situated. This office tower
does not form part of this acquisition. In simple terms Lot
101’s volumetric title has been “carved out” of the freehold
title of Lot 100.

At ground level Lot 100 encompasses about three quarters of
the parcel of land that forms the island site bounded by
Wickham Street, Warren Street, Gotha Street and Barry
Parade. At the two basement levels, Lot 100 represents
approximately half of the above parcel owing to the
protrusion of the subterranean plot of Lot 101, predominantly
car parking.

A Building Management Statement has been put in place to
govern the relationship, and funding, between Lot 100 and
Lot 101 with respect to access and shared services.
Specifically it addresses:-

          Access to the car park of Lot 101 through Lot 100;
          Security camera monitoring systems;
          Refuse facility loading bay
          Exhaust ducting;
          Service lift platform;
          Irrigation and reticulation system
          Access to a theatre contained within Lot 101 for the
           benefit of occupants of Lot 100.


5.2       Town Planning

The land is zoned Multi-Purpose Centre MP2- Major Centre"
and is part of the "Suburban Centre Improvements Project.




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                              14
6 TRUST DETAILS
The Trust is being established to acquire and                (ii)    had a gross income for each
hold the property.                                                   of the 2 financial years
                                                                     immediately      prior       to
                                                                     subscribing for Units of at
6.1    The Investment                                                least $250,000.00 a year; or

An investment is through a Unit Trust by way         (c)     the investor is a professional investor,
of $1.00 Units in the Unit Trust.                            as defined in the Corporations Act; or

The subscription of 34,250,000 or more Units         (d)     the investor is otherwise deemed to be
of $1 each is being sought.                                  a wholesale client for the purposes of
                                                             the Corporations Act; or
Each Unit will be issued for a total Application
Price of $1.00, payable by deposit of 15% on         (e)     the investor is associated with the
application and the balance by 29 January                    Trustee and the Manager for the
2010. Failure to pay the balance by the due                  purposes of section 1012D(9A) of the
date may result in the deposit (15%) and the                 Corporations Act in that he or she is:-
Units being forfeited.
                                                             (i)     an executive officer of the
The investment is only available to investors                        Manager and the Trustee or of
who are “wholesale clients” within the                               a related body; or
requirements of Section 761G of the
Corporations Act 2001 (Cth) or are otherwise                 (ii)    a spouse, parent, child,
entitled to invest as described below.                               brother or sister of a person
                                                                     who is an executive officer of
To qualify, an investor must satisfy one of the                      the Manager and the Trustee
following:                                                           or a related body corporate; or

(a)     it is a wholesale client for the purposes            (iii)   a body corporate controlled by
        of section 761G of the Corporations                          a person referred to in clauses
        Act, in that:                                                3.2(e)(i) or 3.2(e)(ii); or
        (i)      the price payable by the
                 investor for its Units is a         (f)   the investor has applied for Units in
                 minimum          amount       of          response to a personal offer made to
                 $500,000.00; or                           the applicant as part of a small scale
                                                           offering in accordance with section
        (ii)     the Units are acquired by the             1012E of the Corporations Act.
                 investor for use in connection
                 with a business that is not a
                 small business (as defined in       6.2   Liquidity and Withdrawal
                 section 761G(12) of the
                 Corporations Act; or                The Trust will be illiquid due to the:
                                                        (a)      medium to longer term nature of
(b)     it is a wholesale client for the purposes                the investment;
        of section 761G of the Corporations             (b)      Unitholders      not     having   the
        Act, in that the Units are not acquired                  capacity to withdraw from the
        for use in connection with a business                    Trust prior to its termination; and,
        and the investor has given to the               (c)      the limited secondary market for
        promoter of the Trust, before the issue                  Units.
        of the Units, a copy of a certificate
        given within the preceding 24 months         During the life of the Trust a Unitholder may,
        by a qualified accountant (as defined        subject to the terms of the Trust Deed, sell or
        in section 9 of the Corporations Act)        transfer their units at any time.
        that states that the investor:-
                                                     The transfer of Units in the Trust may be
        (i)      has net assets of at least          subject to Transfer Duty in Queensland.
                 $2,500,000.00; or


_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                  15
6.3    Trust Distributions

It is expected trust distributions will be made
during the investment term which can form
income and/or capital amounts. Payments of
cash distributions to Unitholders are planned
to be made monthly. This is subject to change
at the discretion of the Manager.


6.4    Term of Investment

The Trust should be viewed as a medium to
longer term investment.

The Trust has a Term until 2 July 2018. The
term of the Trust may be extended at the
Manager’s discretion for a period of up to 12
months or for a further period by resolution of
the Members.


6.5    Reporting

The Manager will report to the Unitholders on
an annual basis.

This report will contain a brief summary
concerning the management and investment
performance of the Trust.


6.6    Subscription Monies

The subscription amount being sought under
this Proposal is $34,250,000 or more.

Should the Trust not proceed, the application
funds received will be refunded. No interest
will be paid on refunded applications.


6.7    Conflicts of Interest

The Directors and staff of Primewest or
members of their families or entities which they
control or have an interest in may also invest
in the Trust.

They may also indirectly benefit from any
management fees charged in relation to the
management of the Trust.


6.8    Copies of the Trust Deed

Copies of the Trust Deed are available at the
office of Primewest and upon request, free of
charge.

_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                              16
7 TRUST OVERVIEW
The property is being acquired by a sole             7.3   Projected Return to
purpose trust established for the property.                Unitholders

                                                     The property is projected to achieve an initial
7.1    Asset Management and Trust                    return on equity of 9.8% in year one as
       Management                                    forecast in Section 4.1, however this is not
                                                     guaranteed by the Manager.
The   Asset    Management      and    Trust
Management will be undertaken by Primewest           The financial projections in this Information
Management Ltd (“The Manager”).                      Memorandum have been prepared using
                                                     various assumptions which have been made
The Manager will be responsible for matters          based on the best estimates of the Manager,
including:-                                          as shown in Section 4.1.

     Optimise financial performance of the          Potential members should appreciate that
      investment.                                    many factors which affect these projections
                                                     are outside the Manager’s control and cannot
     Appoint and oversee property manager           be foreseen. As such, the actual results may
      and leasing agent.                             differ from those projected. The projected
     Render an annual report and statement of       results demonstrate the expected return
                                                     inflows and outflows of the Trust before tax
      account.
                                                     and other non-cash deductions are taken into
     Arrange property insurance.                    account.

     Tenancy management.
                                                     7.4   About Primewest Funds Ltd
     Equity raising and debt funding.

     Development management (if required).          Primewest Funds Limited is the holder of
                                                     Australian Financial Services Licence No.
                                                     339074. Primewest Funds Ltd is a related
7.2    Perpetual Corporate Trust                     company of Primewest Management Ltd,
       Limited                                       which also holds an Australian Financial
                                                     Services Licence 250963, and is an
The Manager will appoint Perpetual Corporate         established syndicator and developer which
Trust Limited Ltd (ACN 99 000 341 533)               invites likeminded participants to benefit from
(“Custodian”) to act as Custodian on behalf of       its property expertise. With more than a
the Trust. This includes being named as the          decade of experience, Primewest commands a
registered Owner of the Property and holding         national property portfolio exceeding $1 billion.
the proceeds of the owners reserve account.          The portfolio includes shopping centres, bulky
The role of Perpetual Corporate Trust Limited        retail, CBD offices, Industrial and broadacre
is limited to holding assets of the 108 Wickham      residential subdivisions.
Street Unit Trust as agent of the Manager.
Perpetual has no supervisory role in relation to
the operation of the 108 Wickham Street Unit
Trust and is not responsible for protecting
Unitholder interests. Perpetual has no liability
or responsibility to Unitholders for any act
done or omission made in accordance with the
terms of the Custody Agreement.

Perpetual Corporate Trust Limited, a related
corporation of Perpetual Trustee Company
Limited (PTCL), acts as an Authorised
Representative of PTCL, under PTCL’s
Australian Financial Services Licence number
236643 (Authorised Representative number
266799).

_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                  17
7.5    Directors and Key Executives
       of Primewest Management                        He is Chairman of Clime Investment
                                                      Management Ltd and ADG Global Supply Ltd
John Bond                                             and    a   Non-Executive
Director                                              Director   of     Schaffer
                                                      Corporation Ltd and the
John has been a                                       Betts Group Ltd. He is
Director of Primewest                                 Executive Chairman of
Management      since                                 Pascoe’s Pty Ltd.
2000 and of other
companies within the                                  His property investments
Primewest group since                                 have    been     strongly
1994.                                                 focused on retail and
                                                      commercial developments.
His background spans law, investment
banking as well as property investment and            Julian Lodge
development.                                          Chief Executive Officer – Primewest
                                                      Management Ltd
As a professional property investor, he has
over 20 years’ experience in negotiating              Julian has over 15 years’
acquisitions, overseeing the development of           experience in the property
properties and asset management.                      industry with particular
                                                      capabilities in property
He is a qualified solicitor and also holds a          development     and   the
Bachelor of Commerce degree and is a                  asset management of
Corporate Member of the Property Council.             property investments.

Jim Litis                                             His focus lies with the
Director                                              management of Primewest
                                                      and     the      optimum
Jim has been a                                        performance of each of its assets.
Director of Primewest
Management      since                                 He holds a Diploma of Financial Markets
2000 and of other                                     (FINSIA), is a Senior Associate Member of
companies within the                                  FINSIA and is also a qualified Real Estate
Primewest group since                                 Agent.
1994.
                                                      Mark Vonic
He is a professional property investor and            Chief Investment Officer –
started investing in properties in the 1970s by       Primewest Funds Ltd
purchasing CBD retail and office buildings in
Perth.                                                Mark has over 10 years’
                                                      experience in the property
He is a corporate member of the Property              funds         management
Council and holds a Bachelor of Applied               industry in Australia, Asia
Science.                                              and Europe, in roles
                                                      ranging from acquisition
He has extensive experience in retail, having         and       due     diligence
co-founded and operated Douglas Hi-Fi in              management               to
Perth from 1973. The chain of seven Hi-Fi             structuring and corporate
stores was sold to a public company in 1988.          governance.

Jim still retains a portfolio of retail businesses.   He holds a Bachelor of
                                                      Economics and a Graduate Diploma in Applied
David Schwartz                                        Finance and Investment.
Director

David is a professional property investor with
25    years’   experience    in    negotiating
acquisitions and overseeing the development
of properties.

_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                              18
8 RISK FACTORS
There are always risk factors associated with         8.4     Regulatory Changes
property investment – some of which relate
directly to the property and some of which are        The introduction of new, or amendment of
economic and global in nature. Those listed           existing, legislation may have a detrimental
below are perceived by the Manager to be the          effect on the property.
most relevant but this list is not exhaustive as
there may be other risk factors.
                                                      8.5     Illiquid Investment
8.1    Interest Rates                                 The Trust will be illiquid due to the:-

Interest rates may rise or fall over the duration           (a)    medium to longer term nature of
of the Trust. The forecast interest rate in the                    the investment;
project feasibility cash flow is 6.9% (4.5% plus            (b)    Unitholders      not    having    the
2.4% margin) for the first year. Assumptions                       capacity to withdraw from the
regarding interest rates in future years are                       Trust prior to its termination; and,
based on the Managers best assumptions, as                  (c)    the limited secondary market for
shown in Section 4.1                                               Units.

                                                      During the life of the Trust a Unitholder may,
8.2    Market Conditions                              subject to the terms of the Trust Deed, sell or
                                                      transfer their units at any time.
The value of any investment in real property is
determined by the market at any particular            The transfer of Units in the Trust may be
point in time. History has shown that real            subject to Transfer Duty in Queensland.
estate values fluctuate. An investment in 108
Wickham Street Unit Trust may be adversely
influenced by the following factors:-                 8.6     Buildings are Destroyed

     A downturn in the property market in            While the Trust owns the property, the
      general.                                        Manager will put in place the normal
     A downturn in the Australian               or   commercial insurance policies to cover
                                                      damage or destruction due to fire, theft,
      Queensland economies.
                                                      vandalism or other commercially viable
     A downturn in demand in the Brisbane            insurable events. However in the event of
      office market.                                  damage or destruction, there is likely to be
                                                      consequential loss of income and expenses
                                                      incurred.
8.3    Projected Returns are not
       Realised
                                                      8.7     Loss of Tenant
This Information Memorandum contains
projections based on many factors beyond the          Notwithstanding this property has multiple
control of the Manager.      The projection           tenants, the loss of a tenant may result in a
assumptions are based on the following                loss of income until a new tenant is found. It is
external information:-                                also worth noting that Arup accounts for 47.6%
                                                      of the net lettable area and 42.6% of the gross
     Likely Brisbane office selling prices and       income and hence the loss of this tenant has
      leasing rates from real estate agents.          potential to have a substantial impact on the
     Likely building costs and building cost         performance of this investment.
      escalation levels if renovations or
      extensions are considered.                      The projected cashflow (Section 4.1) assumes
                                                      that there is no material vacancy during the
     Likely interest rate and financing costs        investment term. A delay in finding suitable
      from the preferred financier.                   tenants at the projected rents will affect the
                                                      performance of the investment.


_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                    19
A loss of tenant, or any other negative impact
on the forecast income of the Trust, has the
potential to breach the minimum interest cover
ratio requirements of the debt facility. A
breach of the interest cover banking covenant
may result in a review of the Loan facility by
the debt provider.


8.8    Refinancing

It is proposed that finance will be obtained
from an Australian financial institution or other
major lender. The finance facility is likely to
contain lending covenants and review
requirements. If any of the facilities are not
renewed or additional conditions are imposed
this may impact on the return to Members.


8.9    Owners Reserve

The Manager will establish an Owners’
Reserve to pay any unforeseen expenses. In
the event that the account is exhausted, the
Manager may be required to reduce income
distributions to Members or require a capital
contribution from Members to provide for any
shortfall in recurring expenses (e.g. interest
payments).


8.10 Unexpected Capital
     Expenditure

In the event of unexpected capital expenditure
the Manager will use cash reserves from the
Trust Owners Reserve. Should expenditure
be greater than the amount held in cash
reserves, the Manager may borrow against the
unencumbered equity of the Property.


8.11 Environmental

Whilst the property is currently considered to
comply with all environmental laws there may
be issues arise in the future which require
corrective action or unexpected expenditure.




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                              20
9 MANAGER’S FEES & CHARGES
9.1       Disclosure of Interests                    fully developed and therefore this fee is likely
                                                     to be limited to circumstances where the
The following is a disclosure of the fees which      Manager is required to take a supervisory role
the Manager is entitled to charge. These fees        on relatively incidental building works.
will be payable out of Trust income and assets
(other than the transfer fee – see item 9.1.4):-
                                                     9.1.4    Transfer Fee
9.1.1      Establishment Fee
                                                     The transfer fee shall be an amount equal to
The establishment fee consists of 2                  1% of the gross consideration payable for the
components being the “initial component” and         transfer of any Units(s) (excluding GST
the “deferred component”.                            component of that consideration). This fee is
                                                     payable by the transferor of the Units and not
These fees arise on the Purchase Date as a           by other Members.
result of the Manager providing its services in
locating the Property, negotiating its purchase,
establishing and promoting the Trust,                9.1.5    Additional Service Fees
negotiating the Loan Funds and settling the
purchase of the Property on behalf of the            The Manager is entitled to additional service
Members.                                             fees if the Manager provides an additional
                                                     service to the Trust or the Members being a
                                                     service which:-
9.1.1.1     Initial Component
                                                     (i)     The Manager is not otherwise obliged to
The initial component shall be an amount                     provide under the terms of this
nominated by the Manager and which is not                    document; and
more than 2% of the purchase price of the
Property (excluding any GST component of             (ii)    If provided by a person other than the
the purchase price).                                         Manager would result in the Manager
                                                             incurring a Trust Cost.
9.1.1.2     Deferred Component

The deferred component shall be an amount            9.1.6    GST Exclusive
equal to 20% of the return received by
Unitholders above a 12% internal rate of return      The Manager’s Fees are exclusive of GST.
(excluding GST) determined at the time of
Sale of the Property.
                                                     9.1.7    Amendment of Fees by Agreement

9.1.2      Asset Management Fee                      The Manager may, with the unanimous
                                                     consent of the Members, amend the
The annual asset management fee shall be an          percentages or rates applicable to any one or
amount determined by the Manager but which           more of the Manager’s Fees with effect from
does not exceed 0.5% of the Current Market           the date approved by the Members.
Value of the Property from time to time.



9.1.3      Development Management Fee

The development management fee shall be an
amount determined by the Manager, from time
to time, but which is not more than 4% of the
amount expended by the Manager on any
structural improvement to, or further
development or enhancement of, the Property.
It should be noted that this Property is largely
_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                 21
10 ADDITIONAL INFORMATION
10.1 Privacy Policy                                  as a Trust Primewest will require an extract of
                                                     the Trust Deed, details of the Trustees and
By applying to invest in the Trust you are           beneficiaries of the Trust.
providing personal information to Primewest.
                                                     Further details of the requirements may be
The privacy Act 1988 (Cwth) regulates the way        obtained from Primewest.
in which Primewest collects, uses, keeps
secure and gives people access to their
personal information.

Primewest is bound by the National Privacy
Principles and will collect and store personal
information from Unitholders in a safe and
secure manner.

Your personal information will be used to
process your application and, if your
application is successful, to administer and
report on your unit holding and the progress of
the Trust’s activities.        Your personal
information may also be provided to other
persons to enable Primewest to provide these
services to you (e.g. service providers,
consultants, and advisers), or to persons that
you authorise to act on your behalf in relation
to your investment (e.g. your financial adviser,
accountant or lawyer). We may also disclose
your personal information to others as
permitted under the law.

Your personal information will be added to a
Primewest mailing list and used for future
marketing      of   Primewest     investment
opportunities.

A copy of our Privacy Statement is available at
the offices of Primewest and upon request free
of charge. Primewest collects, holds and uses
your personal information to process your
application, and if your application is
successful, administer your unitholding in the
Trust.


10.2 Anti-Money Laundering and
     Counter Financing Terrorism
     Act

Before Primewest can accept your application
it will be necessary to provide certified
photographic identification of your identity.

If you are making an application as a
company, Trust or Superannuation fund,
Primewest will require details of the
registration of the entity and certified
photographic identification of at least one of
the Directors. If you are making an application
_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                22
11 TRUST APPLICATION FORM
Attached is a copy of the Trust Application Form. A copy of the Trust Deed is also available upon
request.

Should you wish to apply for Units in the Trust could you please complete and return to us by no later
than Friday, 18th December 2009.




12 FURTHER INFORMATION
If you require any further information on this property please contact:-


Mark Vonic                                            John Bond
Chief Investment Officer                              Director

Mob: 040 331 9095                                     Mob:        0412 959 251
Email: mark.vonic@primewestfunds.com                  Email:      john@primewestmanagement.com.au



David Schwartz                                        Jim Litis
Director                                              Director

Mob:      0411 882 172                                Mob:        0418 953 385
Email:    david@primewestmanagement.com.au            Email:      jim@primewestmanagement.com.au



Julian Lodge
Chief Executive Officer

Mob:      0419 952 144
Email:    Julian@primewestmanagement.com.au




Mezzanine Level
28 The Esplanade
PERTH WA 6000

Tel:      08 9321 7133
Fax:      08 9321 7144




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
                                                                                                  23
Trust Application Form – The 108 Wickham Street Unit Trust

Once completed please fax to 08 9321 7144 or mail to Primewest Funds Ltd, GPO Box H555,
Perth WA 6841.

Details of Applicant

 Name of Applicant:




                                   Full name(s)/company name (and ACN)/trust name (including full name of trustee)



                                   Contact name (if applicant is a company or a trust)

 Mailing Address:


                                                                  State                          Postcode


                                   Home Tel:          (   )                         Work Tel:    (   )


                                   Fax:               (   )                         E-mail:


 Date of birth or incorporation:                              Place of birth or incorporation:


 Tax File Number:


Banking details for distributions


 Name of account:

                                   Insert name of account which is to be credited




                                   Bank:                                  Branch:


                                   BSB:                                   Account No:




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
Application



 I/we apply for Units in the Trust to the value of                               Note – each Unit will be issued at a
                                                     $                           price of $1.00

 By signing this application form, I/we agree to be bound by the terms and conditions of the trust deed establishing
 The 108 Wickham Street Unit Trust and to observe and perform all the obligations imposed on me/us by that trust
 deed.
 I/we also declare that the details inserted in this application form are complete and accurate. If a sole signatory
 signing on behalf of a company, I confirm that I am signing as Sole Director and Sole Secretary of the company or as
 duly authorised representative or agent of the company. If investing as trustee, on behalf of a superannuation fund or
 trust, I/we confirm that I am/we are acting in accordance with my/our designated powers and authority under the trust
 deed. In the case of a superannuation fund, I/we also confirm that it is a complying fund under the Superannuation
 Industry (Supervision) Act 1993. If this application is signed under Power of Attorney, I/we submit a certified copy of
 the Power of Attorney with this application.



 The first tranche of funds, being $_________ (15%) payable to: Perpetual Corporate Trust Limited acf the 108
 Wickham Street Unit Trust Owners Reserve attached / has been transferred to:-
 Perpetual 108 Wickham Owners Res., NAB – BSB 086-006, A/C No 16-214-9588
 If by direct transfer, please advise Eleri@primewestmanagement.com.au or fax 08 9321 7144 of the date of payment,
 the reference and the amount paid.
 I/We also understand and acknowledge that the remaining 85% is due and payment in the same manner by Friday,
    th
 29 January 2010 and that my/our failure to pay this amount in full by the due date may result in my/our deposit and
 my/our Units being forfeited.


Signature(s)




 Signature 1 or Director 1 or Sole Director and Sole Secretary:      Signature 2 or Director 2 Secretary




 Print Name and office held:                                         Print name and office held

 Date:

Privacy

By completing the application form you are providing personal information to Primewest Funds Ltd
(“Primewest”). Your personal information will be used to process your application and, if your application is
successful, to administer and report on your unit holding in The 108 Wickham Street Unit Trust and the
progress of the Trust’s activities. Your personal information may also be provided to other persons to enable
Primewest to provide these services to you (e.g. service providers, consultants, and advisers), or to persons that
you authorise to act on your behalf in relation to your investment (e.g. your financial adviser, accountant or
lawyer). We may also disclose your personal information to others as permitted under the law.

If you do not provide all or part of the information required by the application form, Primewest will not be able to
accept your application and you will not be able to acquire units in The 108 Wickham Street Unit Trust.

If any of your personal details change please contact Primewest at the address stated in this application form.
You can also contact Primewest to find out what personal information is held about you or if you have a complaint
about the way in which your personal information has been handled.




_________________________________________________________________________________
108 WICKHAM STREET, FORTITUDE VALLEY, BRISBANE QLD
Primewest Funds Ltd
ABN: 97 134 321 216 AFSL: 339074

Mezzanine Level BGC Centre
28 The Esplanade Perth WA 6000
GPO Box H555 Perth WA 6841

Telephone: (08) 9321 7133
Facsimile: (08) 9321 7144

www.primewestmanagement.com.au

				
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