Auscap Asset Management Limited Auscap Long Short Australian Equities Fund Information Memorandum – Offering to Wholesale Clients 7 November 2012 Auscap Asset Management Limited ACN 158 929 143 AFSL 428014 Auscap Asset Management Limited ACN 158 929 143 AFSL 428014 Auscap Long Short Australian Equities Fund Information Memorandum 7 November 2012 The Auscap Long Short Australian Equities Fund is an unregistered managed investment scheme. This offer is limited to wholesale clients as defined by the Corporations Act 2001 (Cth). This offer is only open to investors who receive this Information Memorandum in Australia and does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Auscap Long Short Australian Equities Fund Information Memorandum - 1 1. ABOUT THIS INFORMATION MEMORANDUM THIS INFORMATION MEMORANDUM IS AN IMPORTANT DOCUMENT THAT SHOULD BE READ IN ITS ENTIRETY. INVESTORS SHOULD OBTAIN PROFESSIONAL ADVICE BEFORE MAKING AN INVESTMENT DECISION IN RELATION TO THE FUND. This Information Memorandum contains information about the Auscap Long Short Australian Equities Fund (“Fund”) and is dated 7 November 2012. This Information Memorandum is issued by Auscap Asset Management Limited ACN 158 929 143 AFSL 428014, the trustee and investment manager of the Fund (“Auscap” or “the Trustee”). This Information Memorandum is intended solely for the use of the person to whom it has been delivered (“Recipient”) for the purpose of evaluating a possible investment in the Fund. It is not to be reproduced or distributed to any other person (other than professional advisers of the Recipient). Offers made under this Information Memorandum are made exclusively to wholesale clients, as defined by the Corporations Act 2001 (Cth) (“Act”). This Information Memorandum is not, and is not required to be, a disclosure document or product disclosure statement within the meaning of the Act. This Information Memorandum may not contain the same level of disclosure as those documents and has not been, and is not required to be, lodged with the Australian Securities & Investments Commission. This Information Memorandum is not a recommendation to invest in the Fund and may not include all of the information that an investor needs to make an investment decision. Auscap does not take into account the individual circumstances of any investor, nor does it give financial product advice. Accordingly, investors should make their own enquiries and obtain professional legal, financial, tax and accounting advice before making an investment decision. An investment in the Fund is subject to investment and other risks, including loss of income and capital invested. Investors should read carefully the “Risks of Investing in the Fund” on page 13 of this Information Memorandum. The information in this Information Memorandum is up to date as at the time of preparation. Auscap may amend or withdraw this Information Memorandum at any time and may issue a new or amended information memorandum from time to time. A copy of the constitution for the Fund is available from Auscap. If you are unsure about anything contained in this Information Memorandum or have any questions, please contact Auscap at info@auscapam.com. Neither Auscap nor its respective affiliates, related bodies corporate, directors, officers, employees, representatives or advisors (“Specified Persons”) accepts any liability for any loss or damage suffered or incurred by the Recipient or any other person or entity however caused (including negligence) relating in any way to this Information Memorandum including, without limitation, the information contained in it, any errors or omissions however caused by the Recipient or any other person or entity placing any reliance on this Information Memorandum, its accuracy or reliability. Other than to the extent required by law, neither Auscap nor any of its Specified Persons makes any representations or warranties, express or implied, as to the accuracy or completeness of any of the information contained in this Information Memorandum or any other information (whether written or oral) made available to investors in the Fund, and each of such parties expressly disclaims any and all liability relating to or resulting from the use of this Information Memorandum or such other information by the Recipient. This Information Memorandum may contain assumptions, opinions, estimates and forecasts. Except to the extent implied by law, no representation or warranty as to the validity, certainty or completeness of any of the assumptions or the accuracy of the information, opinions, estimates or forecasts contained in this Information Memorandum is made by Auscap or any of its Specified Persons. Neither Auscap nor any of its Specified Persons guarantees any rate of return of any investment in the Fund, the meeting of the investment objectives of the Fund, the performance of the Fund or the repayment of capital. The Information Memorandum was last updated on 16 February 2015. Auscap Long Short Australian Equities Fund Information Memorandum - 2 2. WELCOME LETTER FROM THE PRINCIPALS Dear Investor, We are pleased to invite you to participate in the Auscap Long Short Australian Equities Fund. The aim of the Fund is to deliver strong absolute returns that have a low correlation to the performance of the Australian equities market. The Fund will concentrate primarily on fundamental long investments and short positions, while also utilising a multi-strategy approach to take advantage of short term market opportunities to increase returns, hedge the portfolio, protect capital and minimise volatility where prudent. Disciplined risk management is a key aspect of our investment process. As the investment team, we have over 20 years combined experience in long and short investing in financial markets in Australia, having previously worked at Goldman Sachs, Macquarie Group and Merrill Lynch. We believe that the market environment presents opportunities from both a long and short perspective and have designed the Fund to best take advantage of these conditions. We are each significantly co-invested in the Fund, ensuring the alignment of our interests with those of our investors. Our objective is to build long term compounding returns for our investors. As portfolio managers, we will manage investor capital in a manner consistent with the investment strategy and the process outlined in this Information Memorandum. As principals of Auscap Asset Management, we intend to develop a leading funds management business that has a reputation for consistent outperformance, strong risk management, a positive culture and integrity. We look forward to welcoming you into the Fund. Kind regards, Tim Carleton Principal & Portfolio Manager Auscap Asset Management Matthew Parker Principal & Portfolio Manager Auscap Asset Management Auscap Long Short Australian Equities Fund Information Memorandum - 3 This page has intentionally been left blank Auscap Long Short Australian Equities Fund Information Memorandum - 4 3. CONTENTS 1. About this Information Memorandum 2 3. Contents 5 Fund Overview 7 Investment Objectives & Process 9 2. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. A. B. C. Welcome Letter from the Principals Fund Directory 3 6 Investment Manager 8 Risks of Investing in the Fund 13 Investing in the Fund 17 Additional Information 24 How to Complete the Application Form 33 Fees and Expenses Tax Considerations Glossary Application Form Additional Application Form Redemption Request Form 15 22 30 35 51 53 Auscap Long Short Australian Equities Fund Information Memorandum - 5 4. FUND DIRECTORY Trustee & Investment Manager Auscap Asset Management Limited ACN 158 929 143 AFSL 428014 Level 24, 9 Castlereagh St Sydney NSW 2000 Phone: +61 2 8005 8120 Email: info@auscapam.com Fund Administration & Unit Registry (Administrator) White Outsourcing Pty Limited Level 3, 99 Bathurst St Sydney NSW 2000 Post: GPO Box 5482, Sydney NSW 2001 Phone: +61 2 8262 2800 Fax: +61 2 9221 1194 Email: registry@whiteoutsourcing.com.au Prime Broker & Custodian Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB England Phone: +44 207 986 0454 Auditor Ernst & Young Ernst & Young Centre 680 George St Sydney NSW 2000 Phone: +61 2 9248 5555 Fax: +61 2 9248 5959 Legal Advisers Henry Davis York 44 Martin Place Sydney NSW 2000 Phone: +61 2 9947 6000 Fax: +61 2 9997 6999 Auscap Long Short Australian Equities Fund Information Memorandum - 6 5. FUND OVERVIEW This is a summary of the key features of the Fund. Investors should read the entire Information Memorandum for full details before investing. Investment Vehicle Auscap Long Short Australian Equities Fund (“Fund”), an Australian domiciled unregistered managed investment scheme Investment Manager & Trustee Auscap Asset Management Limited Custodian & Prime Broker Citigroup Global Markets Limited Fund Administrator White Outsourcing Pty Limited Investment Strategy Long/Short equities, focusing on investments in Australia Investment Objective To generate strong absolute returns in excess of the Benchmark with low correlation to the Australian equities market Benchmark Reserve Bank of Australia Cash Rate Investment Horizon 3 years + Fund Holdings Investor Eligibility Minimum Investment Typically 25-45 positions Wholesale Clients, as defined in the Act $250,0001 Minimum Additional Investment $100,0001 Management Fee 1.5% of the NAV of the Fund, plus GST2 Commencement Date December 2012 Performance Fee 15% of Outperformance over the Benchmark plus GST2 Buy/Sell Spread Entry/Exit Fee Applications Redemptions Valuations Distributions 1 Auscap Asset Management reserves 2 For further 0.2% / 0.2% Nil Monthly, due 5pm 3 Business Days before the end of the month Monthly, with 1 month’s notice Monthly Annually the right to accept lower amounts from wholesale clients information, please refer to Section 9, Fees and Expenses Auscap Long Short Australian Equities Fund Information Memorandum - 7 6. INVESTMENT MANAGER Auscap Asset Management Limited (ABN 11 158 929 143) (“Auscap” or “we”) is the Trustee and Investment Manager for the Fund. Auscap is an investment management company founded in 2012 and based in Sydney, Australia. Auscap holds an Australian financial services licence (AFS Licence number 428014). Auscap was founded by Tim Carleton and Matthew Parker (the "Principals"), who have worked together for a number of years and have considerable experience in and knowledge of financial markets, particularly in Australian equities. Both Tim and Matthew are substantially coinvested in the Fund. Tim Carleton Principal & Portfolio Manager Tim has over 9 years experience in the financial services industry working in investment banking and equities portfolio management. Tim was previously an executive director within the proprietary strategies team at Goldman Sachs, responsible for managing a long short Australian equities portfolio using Goldman Sachs proprietary funds. Prior to joining Goldman Sachs in 2007, Tim worked at Macquarie Bank within the Investment Banking Group. He was involved in significant principal transactions using Macquarie Bank funds and in advising ASX listed companies. Tim is a CFA charterholder, has a Bachelor of Laws (Hons) from the University of Sydney and a Bachelor of Commerce (Finance and Economics) from the University of Sydney. Matthew Parker Principal & Portfolio Manager Matthew has over 15 years experience in the financial services industry working within equities trading, dealing and portfolio management. Matthew was previously an executive director within the proprietary strategies team at Goldman Sachs responsible for managing a long/short equity portfolio using Goldman Sachs proprietary funds. Prior to joining Goldman Sachs in 2008, Matthew spent 9 years at Merrill Lynch Australia as a director responsible for managing a long short equity portfolio using Merrill Lynch Australia proprietary funds. Auscap Team Auscap uses a dual manager approach to the investment and portfolio management decision making process. This involves both Principals collaborating to determine significant portfolio investments and positions. Auscap believes the dual portfolio manager approach has considerable benefits in terms of idea generation, investment decision making, utilising the Principals’ complementary skills and qualities, market coverage, accountability, portfolio risk management and business continuity. The Principals have considerable experience in equities portfolio management including: the use of fundamental and technical analysis; disciplined risk analysis and management; conducting their own independent research across market sectors and companies; and leveraging relationships across a broad network of analysts, brokers and investment professionals. Further, Auscap has engaged top tier independent service providers to manage the prime brokerage, custody, fund administration, unit registry, risk reporting, accounting, legal and audit requirements of the business (as discussed in section 12, Additional Information). This ensures that best practice principles are followed in all aspects of the investment and operational management of the Fund. Auscap Long Short Australian Equities Fund Information Memorandum - 8 7. INVESTMENT OBJECTIVES & PROCESS Fund Details The Fund is a wholesale Australian domiciled unregistered managed investment scheme. Auscap is Trustee and Investment Manager of the Fund. Citigroup Global Markets Limited has been appointed as Custodian and Prime Broker. White Outsourcing Pty Ltd has been appointed to provide fund administration and unit registry services for the Fund. The governing rules of the Fund are detailed in the Fund’s Constitution, a copy of which is available upon request from Auscap. Auscap, in its capacity as investment manager of the Fund, is responsible for directing the investment of the Fund's assets in accordance with the investment objective and the investment strategy. Investment Objective The Fund’s investment objective is to generate strong absolute returns in excess of the benchmark, being the Reserve Bank of Australia Cash Rate (“Benchmark”), with low correlation to equity markets. Investment Strategy The Fund utilises an investment strategy that seeks to deliver consistent returns in excess of the Fund Benchmark. The Fund is an Australian equities fund that focuses on fundamental long and short investments while utilising a multi-strategy approach to take advantage of shorter term market opportunities to increase returns, hedge the portfolio, protect capital and minimise volatility where prudent. Disciplined risk management is a key aspect of our investment process. Portfolio Hedging Fundamental Investments Macroeconomic Analysis Sector Review Opportunistic Multi-strategy Investments Fundamental Valuation Identify Catalysts Position Size & Target Return Risk Arbitrage Earnings Revision Candidates Changing Industry Structure Event Positions The Fund is a high conviction fund and the combined portfolio will typically have 25-45 positions, investing primarily in stocks in the ASX200. The Fund may be net long, short or neutral depending on the strategies being employed by Auscap at the time. Auscap will allocate capital in accordance with expected performance and risk measures. The Fund may hold cash so that it is in a position to take advantage of market volatility and compelling investment and market opportunities as and when they arise. Auscap Long Short Australian Equities Fund Information Memorandum - 9 Fundamental Investment Process The fundamental investment process involves the following steps, which may include: Macroeconomic Analysis Sector Review Fundamental Valuation Identify Catalysts Position Size & Target Return Recognising key macroeconomic variables including growth, inflation, interest rates, unemployment and availability of finance, and their influence on business and asset prices Understanding global trends and themes, geopolitical and business cycles, reserve/central bank policies Identifying structural attributes of a particular industry including key determinants of, and current dynamics affecting, sector profitability Determining the relative value proposition between sectors and industries Reviewing Government regulatory influence and risks Conducting quantitative and qualitative research into and evaluation of: mid-cycle earnings; return on capital and equity; sustainable competitive advantages; strength of company management; capital position; and competition Estimating fair value and ensuring sufficient margin of safety between valuation and purchase/sale price Identifying factors that will return a stock to fair value Maintaining an awareness of key corporate events, lead indicators, momentum, extremes in sentiment or security mispricing due to one-off incidents Utilising technical indicators to gain good entry into, and exit out of, core positions Determining appropriate position size given expected performance, risk characteristics and stock liquidity Initiating positions and setting target valuations Constantly monitoring, evaluating and re-assessing positions Disciplined risk management In order to maximise investor returns, Auscap will take into consideration tax and income benefits, including franking credits, that can be passed through to Australian investors. Auscap Long Short Australian Equities Fund Information Memorandum - 10 Opportunistic Multi-Strategy Investment Process The opportunistic multi-strategy approach will employ a number of strategies that aim to both enhance returns and reduce the volatility of the Fund. Strategies may include: Portfolio Hedging Earnings Revisions Candidates Changing Industry Structure Event Positions Risk Arbitrage Reducing market risk and exposure during periods when the market looks expensive, or during periods of uncertainty, to reduce the volatility of, and enhance the returns for, investors Hedging against specific industry exposures Purchasing protection to mitigate tail or event risk Recognising and taking advantage of discrepancies between investment community expectations and the economic reality/current circumstances Looking to benefit from company and industry momentum as a result of the change in the company outlook and anchoring of expectations Identifying crowded positioning Recognising industries with structural changes impacting the sustainability of earnings; barriers to entry; profit margins; cost of production; and/or capital expenditure requirements Identifying companies within industries that are undergoing structural adjustments due to: technological developments; product competition; development of substitute products; changing social attitudes/behaviour; and/or regulation Discovery and recognition of opportunities with respect to: company restructurings; spin-offs; asset sales; stock splits; and other corporate activity Understanding valuation outcomes that result from significant announcements Identifying value based on changing circumstances Dual listed arbitrage, which involves taking advantage of discrepancies between a security that is listed on multiple exchanges and at times trades at different prices Identifying arbitrage opportunities with respect to mergers and takeovers, with strict conditions for a risk-arbitrage to be considered favourable Auscap Long Short Australian Equities Fund Information Memorandum - 11 Risk Management Strong and disciplined risk management is a key focus for the Investment Manager. The Investment Manager will seek to monitor and minimise risk to reduce the volatility of returns. The risk management process will include: Daily internal reporting of portfolio risk and liquidity measures; Monitoring of risk parameters with automatic breach notification by the Administrator; Calculating and monitoring risk via internal control systems utilising aggregate, sector and single name exposure and scenario analysis risk management tools; Focusing on liquid securities where there is less pricing and liquidity risk; A quarterly review of the risk management processes by the Auscap board; and Monthly reporting of Fund returns to investors. Fund Instruments Along with Australian listed equities, the Fund may from time to time have exposure to the following financial products: Listed futures (predominantly on listed equities, trusts, funds and indices) Foreign exchange and related instruments (such as forwards, futures or swaps) Foreign listed equities, including Australian dual listed equities, fungible equities, American Depositary Receipts (ADRs) and pooled investment vehicles Derivatives (predominantly exchange traded options on listed equities, indices and on occasion other assets) At times the Fund may invest in other financial products where the Investment Manager deems it appropriate. Derivatives Derivatives may be used by the Fund for hedging and non-hedging purposes such as: to manage particular risks; to implement an investment strategy in a cost efficient manner; as a substitute for direct investment in securities; or to reduce risk or gain exposure to other types of investments where appropriate. Leverage The Fund may be geared up to 200% gross long or gross short and up to 150% net long or net short. Gearing has the potential to enhance both returns and losses and its use may increase the risk profile of the Fund. As an illustration only, if we assume the Fund has $100m in funds under management, the Investment Manager could implement strategies that result in the Fund having up to $200m of gross long positions and up to $200m of gross short positions. However, the net position of the Fund (the delta of gross longs less gross shorts) could never exceed $150m net long or $150m net short. Auscap does not intend to utilise these percentage limits on a regular basis. Underwriting and Sub-Underwriting Auscap may identify investment opportunities that involve underwriting or sub-underwriting arrangements. Auscap may make such investments not for the purposes of providing underwriting but rather for investing in accordance with the investment strategy of the Fund. Should the Investment Manager earn a fee for underwriting services, these fees will reduce the fees it receives from the Fund in the following fee calculation period. Auscap Long Short Australian Equities Fund Information Memorandum - 12 8. RISKS OF INVESTING IN THE FUND All investments have an inherent level of risk. While Auscap has established risk management and investment processes that seek to mitigate the risks associated with the Fund, investment in the Fund carries certain risks. There is no guarantee that the Fund will achieve its investment objective and investors should fully understand and be capable of assuming the risks of investing in the Fund. In deciding whether to invest in the Fund, you should consider that you may lose some or all of your investment, the value of your investment may go down, you could receive little or no income and there may be delays in repayment. The key risks outlined below do not purport to be a complete explanation of all the risks associated with investing in the Fund. Market Risk Market risk is the risk that the market value of a security may move up and/or down, sometimes rapidly and unpredictably. Long and Short Equity Risk The Investment Manager will be engaged in the purchase and short sale of securities. This means that investors may lose money on long positions due to unpredictable drops in a security's value or periods of below-average performance in a given security or in the securities market as a whole. Conversely, investors may lose money on short positions due to unpredictable appreciation in a security’s value or periods of above-average performance in a security or the securities market as a whole. Management Risk Management risk is the risk that the Investment Manager's investment strategy could fail to achieve the Fund's investment objective and could result in a decrease in the value of an investment in the Fund. The Fund is subject to management risk because it is actively managed. In making investment decisions for the Fund, the Investment Manager will apply the Fund’s investment strategy, but there is no guarantee that the Investment Manager's decisions will produce the intended result. Concentration Risk The Fund may invest a relatively high percentage of its assets in a limited number of securities, or in securities in a limited number of industries, which may cause the value of the Fund's investments to be more affected by any single adverse economic, political or regulatory event than the investments of a more diversified investment portfolio. Liquidity Risk Liquidity risk arises when investments are made in securities which are traded on an infrequent basis, or in securities which are not traded regularly on any financial market. Should the Fund hold illiquid securities then it may not be able to sell them at a fair price at the time it may wish to do so. Foreign Currency Risk The Fund may have exposure to foreign assets or assets with foreign currency earnings. These assets and earnings may be subject to currency fluctuations between the Australian dollar and the currency in which the investment is denominated which may cause the value of an investment in the Fund to fall. The Investment Manager will evaluate foreign exchange exposure of the Fund and may choose to undertake transactions that aim to reduce the impact of movements in exchange rates on the value of the Fund’s assets. However, there is no guarantee that the strategy will be successful or that currency risks will be mitigated. It may not be possible or practicable to hedge successfully against currency exposure in all circumstances. The cost of hedging is an expense that is borne by the Fund. Auscap Long Short Australian Equities Fund Information Memorandum - 13 Borrowing and Leverage Risk The Fund may leverage its capital, in accordance with the investment strategy (as outlined on page 12), because the Investment Manager believes that the use of leverage may enable the Fund to achieve a higher rate of return. In order to do so, the Fund may pledge its securities to borrow additional funds for investment purposes. The Fund may leverage its capital through the use of derivatives and short sales. Leverage can magnify both the gains and losses and investors may experience increased volatility in the value of their investments. Personnel Risk Key personnel of the Investment Manager, who are significant to the management of the Fund and its underlying portfolios, may become unable or unavailable to perform their role. Derivatives Risk Derivatives are used to adjust security and portfolio risk-reward profiles and, as a result, have various risks attached to them. The risk of using derivatives might include: the value of the derivative failing to move in line with the underlying asset; potential illiquidity of the derivative; the possibility that the derivative position is difficult or costly to reverse; the derivative not performing as expected; premium decay over time; capital loss; or counterparty risk. Counterparty Risk Counterparty risk is the risk that the counterparty to a transaction or contract (such as a broker or other agent of Auscap) may default on their obligations and that the Fund may, as a result, experience an adverse investment outcome or liability. Fund Risk Common risks associated with most managed funds include the risk that: the Fund may be terminated; the fees and expenses could change; or the Trustee, or the investment professionals, could change. The Trustee has the discretion to compulsorily redeem Units. In addition, the results of investing in the Fund may lead to different results compared with investing directly in securities because of income or capital gains accrued in the Fund and the consequences of other investors investing in, or withdrawing from, the Fund. As the Fund has no operating history, there is no basis on which to predict the future performance of the Fund or its underlying portfolios. Legal, Regulatory & Tax Risk Legal, regulatory and tax changes could occur during the term of the Fund, which may adversely affect the Fund and its underlying investments. The value or tax treatment of an investment, or the effectiveness of the Fund's trading or investment strategy may be adversely affected by changes in government (including taxation) policies, regulations and laws, or changes in generally accepted accounting policies or valuation methods. Withdrawal Risk If market events reduce the liquidity of a security or asset class, the generally applicable timeframe for meeting withdrawal requests may not be met. It may take longer to sell these types of investments at an acceptable price. In addition, if an investor or a group of investors seek to make large withdrawals, then selling assets to meet those withdrawals may result in a detrimental impact on the price received by the Fund for those assets. In certain circumstances it may be necessary to suspend withdrawals to allow sufficient time for liquidation of assets to meet withdrawals. Auscap Long Short Australian Equities Fund Information Memorandum - 14 9. FEES & EXPENSES Auscap, as Trustee and Investment Manager, is entitled to receive management fees as listed below. These fees are applicable as at the date of this Information Memorandum. Auscap will give investors prior written notice of any variation of fees or charges by the Fund. Management Fee A management fee of 1.5% per annum (excluding GST) of the net asset value (“NAV”) of the Fund accrues and is payable by the Fund to Auscap monthly in arrears. The NAV of the Fund is the value of all its assets less all its liabilities. Performance Fee A performance fee of 15% Outperformance (excluding GST) is payable to Auscap. The performance fee is referable to the Series you have invested in. Outperformance is calculated as the amount by which the NAV per Unit of the relevant Series exceeds the High Watermark increased by the Hurdle Rate. The High Watermark means, until a performance fee for that Series first becomes payable, the Issue Price or otherwise, the highest NAV per Unit of the Series at the beginning of any Performance Period. The Hurdle Rate is the Reserve Bank of Australia cash rate. The performance fee is calculated and accrues monthly against the relevant Series and is paid in arrears at the end of each half-year (“Performance Period”). Any accrued performance fee payable in respect of the Units redeemed is calculated as at the Valuation Day on which the Units are redeemed. Performance Fee and Series Accounting In order to ensure that Unitholders bear the performance fee according to the actual performance of their Units, having regard to the different dates and prices at which such Units were acquired, a new Series of Units will be issued in respect of each Subscription Day. As soon as practicable after the last Valuation Day in each Performance Period, all Units in all Series which have borne a performance fee in respect of the relevant Performance Period will normally be consolidated into a single Series, being the oldest Series of such Class to have borne a performance fee in respect of the relevant Performance Period. The High Watermark for all Units of the consolidated Series will be the NAV per Unit of that consolidated Series as at the last Valuation Day in the relevant Performance Period, after payment of the performance fee. If a performance fee is not payable for a particular Series at the end of the Performance Period, the Series will not be consolidated. Other Fees Buy/Sell Spread Apart from the initial application for Units prior to commencement of the operation of the Fund, a buy/sell spread of 0.2% is charged on all applications and redemptions for the costs of acquiring and selling assets of the Fund to issue and redeem Units in the Fund. This is paid into the Fund to the benefit of other Unitholders. This amount represents the expected average brokerage, clearing and market impact costs incurred by the Fund to accommodate the issue and redemption of Units in the Fund. Please see the section on Unit Pricing under Section 10, Investing in the Fund, for further details. Application Fee There will be no application fee for applications for Units in the Fund for the life of this Information Memorandum. Auscap Long Short Australian Equities Fund Information Memorandum - 15 Exit Fee There will be no exit fee for the redemption of Units in the Fund for the life of this Information Memorandum. Goods and Services Tax Fees and charges quoted in this Information Memorandum are subject to GST where applicable, at the rate applying on the date of the fee or charge, unless otherwise stated. The Fund may be entitled to claim back reduced input tax credits on some of its expenses as applicable in line with GST legislation. Commission Payments To the extent permitted by law, Auscap may pay fees, commissions and/or trailing commissions to financial intermediaries who introduce capital to the Fund. Some financial intermediaries may elect to rebate all or some of their fee or commission and waive any trailing commission as part of their fee arrangement with investors. Such independent financial intermediaries are not agents of Auscap, and Auscap is not liable for their acts or omissions. Soft Commissions Auscap may have soft commission arrangements in place with brokers and counterparties it uses to execute transactions. Auscap may receive a benefit based on certain metrics, such as number of trades executed through the respective broker or counterparty. Benefits received may include, among other things: research and information services; portfolio risk and trade analysis; or particular trade execution capabilities. While the benefits of such arrangements are generally used to assist Auscap in managing the Fund, Auscap is entitled to retain, and is not accountable in any way, to the Fund nor to any Unitholders, for soft commissions. Other Fees and Expenses The Fund will pay out of Fund assets other ordinary direct expenses such as custodial, administrative, accounting, registry, legal, banking and audit expenses properly incurred in respect of the Fund. These represent the operating expenses and outgoings in connection with the start-up costs and day-to-day operation of the Fund. Extraordinary expenses, such as the costs of convening Unitholder meetings or defending a third party claim made against the Fund, will also be paid by the Fund. Fees Waiver, Deferral or Reduction Auscap retains the sole discretion to elect to waive, defer or reduce any fees from time to time. Any such waiver, deferral or reduction will in no way affect the right to receive any fees payable. Auscap retains the absolute discretion to rebate, waive, defer or reduce all or any part of any fees applicable to Units for certain Unitholders and/or pay all or part of such fees to third parties for services related to the placement of Units. Auscap Long Short Australian Equities Fund Information Memorandum - 16 10. INVESTING IN THE FUND Who can invest? The Fund is a wholesale fund. Unless otherwise determined by Auscap at its sole and unfettered discretion, only wholesale clients within the meaning of section 761G(7) or 761GA of the Act may invest in the Fund. Accordingly, Auscap will only accept investments in the Fund from, and transfers of Units to, investors who satisfy the criteria set out below. Under the Act, an investor is a wholesale client if the investor satisfies one of the following criteria: (i) the investor invests an initial amount of $500,000 or more; (iii) the investor has earned at least $250,000 per annum (gross income) for each of the last two (2) financial years (the investor must provide the Investment Manager with a copy of a qualified accountant’s certificate dated within the preceding two (2) years that certifies the required level of income); or (ii) (iv) the investor has net assets of at least $2,500,000 (the investor must provide the Investment Manager with a copy of a qualified accountant’s certificate dated within the preceding two (2) years that certifies the required net assets); the investor qualifies as a “professional investor” within the meaning of the Act, which includes: A financial services licensee; A body regulated by APRA; A body registered under the Financial Corporations Act; A trustee of a superannuation fund, approved deposit fund, pooled superannuation trust or public sector superannuation scheme which has net assets of at least $10 million; A person who has or controls gross assets of at least $10 million (including any assets held by an associate or under a trust that the person manages); A listed entity or related body corporate of a listed entity; An exempt public authority; A body corporate or unincorporated body that carries on the business of investment in financial products, interest in land or other investments and invests funds received following an invitation or offer to the public under section 82 of the Corporations Act; A foreign entity that, if established or incorporated in Australia, would be covered by one of the above Auscap will accept investments in the Fund from investors who qualify as wholesale clients pursuant to any amendments to the Act and Corporations Regulations 2001 (Cth) from time to time. Auscap Long Short Australian Equities Fund Information Memorandum - 17 Applications Minimum Initial Investment Applications, which must be for a minimum investment of $250,000, may be made only by written application using the accompanying Application Form. Auscap has absolute discretion to accept or reject any application. A confirmation advice of the Unit holding will be issued as soon as practicable following the determination of the applicable unit price. Auscap may waive the minimum amount requirement in respect of certain investors. Minimum Additional Investment Additional investments, which must be for a minimum investment of $100,000, may be made by completing an Additional Application Form. Auscap may waive the minimum amount requirement in respect of certain investors. Application Acceptances In respect of each initial and additional investment, an investor must qualify as a Wholesale client, as defined under the Act. Applications are accepted at the absolute discretion of Auscap. Rejected, invalid or incomplete applications will be returned to applicants as soon as possible. Interest is not payable on rejected application monies. Application Process & Cut-off Times Applications can be made by completing the attached Application Form, or the Additional Application Form for subsequent additional investments, and forwarding it to the Administrator. Applications will generally be processed on the first Business Day of each month ("Subscription Day"). The Issue Price will be based on the NAV of the Fund at the immediately preceding Valuation Day (see Unit Pricing below). Cleared funds must be electronically transferred into the Auscap Long Short Australian Equities Fund’s Application Account no later than 5pm AEST at least three (3) Business Days prior to the end of the month or such earlier or later time as Auscap may determine. The Fund will retain any interest earned on any application monies. Units in the same Class issued on the same Subscription Day will be in the same Series. Units issued on different Subscription Days will be issued in different Series. The relevant Application Form or Additional Application Form must be received by the Administrator no later than 5pm AEST at least three (3) Business Days prior to the end of the month or such earlier or later time as Auscap may determine. Initial Application Forms and relevant identification documentation must be sent as originals to the Administrator. The Administrator will not process any new applications until it has received a properly completed and signed original Application Form and originals or original certified copies of applicable identification documentation required under Anti-Money Laundering and Counter Terrorism Financing Legislation. For Additional Applications, a copy of the completed Additional Application Form must be sent, faxed or emailed to the Administrator (see Fund Administrator details in the Fund Directory). If Unitholders choose to send Additional Application Forms by post, facsimile or email, they bear the risk of such requests not being received. Neither the Administrator nor Auscap accept any responsibility or liability for any loss caused as a result of non-receipt or ineligibility of any mail, facsimile notice or email or for any loss caused in respect of any action taken as a consequence of such instruction believed in good faith to have originated from properly authorised persons. Auscap Long Short Australian Equities Fund Information Memorandum - 18 Auscap Rights Unitholders may be admitted to the Fund upon such terms and conditions as are permitted by Auscap, without the consent of any other Unitholders, which terms and conditions may differ from those applicable to other Unitholders on matters relating to, without limitation, notice periods, fee waivers, rebates or reductions and information rights. New classes of Units in the Fund may be established by Auscap without the approval of the existing Unitholders. However, Auscap will provide existing Unitholders with written notice of any classification or reclassification of their existing Units in the Fund. Unit pricing When money is invested in the Fund, a number of Units are allocated in the Fund. Units in the initial Series of Units in the Fund are issued at an Issue Price of $1.00 (the “Reference Series”). The Issue Price of a Unit issued in a subsequent Series of Units in the Fund is calculated by reference to: the NAV of the Fund as apportioned to the Reference Series, including the deduction of any accrued performance fees; dividing the result by the number of Units on issue in the Reference Series to determine the value of each Unit in the Series; and adding the buy spread per Unit. The buy/sell spread (being an amount added to/deducted from application/redemption unit prices to account for transaction costs) will amount to +0.2%/-0.2%. The buy-sell spread will apply to the Fund for the life of this Information Memorandum to applications received after the commencement of the Fund. Distributions Any Fund income available for distribution, less expenses, will be distributed annually, as soon as practicable after each 30 June or otherwise as determined by Auscap. Where a Unitholder redeems its units, Auscap may determine the amount of the Fund net income that is referable to those redeemed units. Where income is referable to redeemed Units, the redemption proceeds may comprise capital and income in proportions determined by Auscap pursuant to the Fund Constitution. Auscap will notify the Unitholder of the composition of the redemption proceeds. For Unitholders who remain invested at a Distribution Date, Auscap will calculate distributions referable to each Class and Series. Distributions will be based on the Fund’s income for that tax year, after taking into account any income that may have been distributed as redemption proceeds. Distributions will be automatically reinvested into the Fund. Unitholders may elect to have their distributions paid to them as cash, or change their existing distribution option, by notifying the Administrator, in writing, at least thirty (30) Business Days before 30 June. Units issued for reinvestment of distributions will be issued at the unit price applicable on the Subscription Day after the distribution entitlement arises. No buy/sell spread is applied in respect of such Units. Distributions may be made up of both income and capital. Auscap may in its absolute discretion accept or reject a written direction from a Unitholder and is not required to give any reasons. Auscap reserves the right to cancel distribution reinvestments. Unitholders will be notified if this occurs. Auscap Long Short Australian Equities Fund Information Memorandum - 19 Transfer of Units Transfer requests should be made in writing to the Administrator. Auscap may require transfer documentation to be completed by the transferor including the completion of an Application Form and/or other documentation. Units must not be sold or transferred without prior written consent from Auscap, which may be granted, subject to certain terms and conditions, or withheld in its sole and absolute discretion. Units sold or transferred without such consent may be compulsorily redeemed by Auscap. Unitholders should consider the taxation implications of any such transfer of Units. Redemptions Partial Redemption For a partial redemption request, instructions must specify the amount of Units or the amount to be withdrawn. If a partial withdrawal request will result in the Unitholder holding less than the minimum investment amount, Auscap may treat the redemption request as a redemption in respect of all of the Unitholder's Units. Redemption requests in relation to the Fund may only be withdrawn with Auscap’s consent. Auscap may determine in its discretion a minimum redemption amount. Redemptions Processes and Cut Off Times If a Unitholder redeems Units in the Fund, Auscap will, to the extent necessary, liquidate listed securities it holds as long and short positions in the Fund. Auscap will use the proceeds of the redemption in the assets to Fund the Unitholder's request. Redemption requests must be submitted and received by the Administrator by 5pm AEST at least one month ahead of the last Business Day of each month ("Redemption Day"). Auscap has the discretion to allow redemptions at other times and with longer or shorter notice periods. The redemption price will be the unit price as at the Valuation Day immediately preceding the Redemption Day. If the original request is received by the Administrator after the deadline for receipt of requests for any particular Redemption Day, it will be treated as a request for redemption on the next Redemption Day. Unitholders will only be able to redeem Units in the Fund if they have correctly completed and submitted the attached Redemption Request Form, and it must be signed by the Unitholder. The Redemption Request Form should be sent, faxed or emailed to the Administrator (see Administrator details in the Fund Directory). In normal circumstances, proceeds from redemptions will be available within twenty (20) Business Days after the redemption has been processed. Redemptions will occur by way of electronic funds transfer to the nominated bank account in the name of the Unitholder from which the application funds derived. Normal bank charges will apply. If Unitholders choose to send Redemption Request Forms by post, facsimile or email, they bear the risk of such requests not being received. Neither the Administrator nor Auscap accept any responsibility or liability for any loss caused as a result of non-receipt or ineligibility of any mail, facsimile notice or email or for any loss caused in respect of any action taken as a consequence of such instruction believed in good faith to have originated from properly authorised persons. Suspension of redemptions Auscap may suspend the redemption of Units and the payment of redemptions if it believes that it is in the best interests of Unitholders as a whole. Redemption requests received during a suspension period will be processed at the next Redemption Day after the end of the suspension. Auscap Long Short Australian Equities Fund Information Memorandum - 20 Valuation Under International Financial Reporting Standards, investments are valued at fair value. Bid and offer pricing is considered to be representative of fair value for listed investments. The valuation policy of the Fund is that listed investments are valued at the last traded price. This may lead to minor differences in the Fund valuation compared with the valuation performed for International Financial Reporting Standards at financial year end. Unitholder Communication Unitholders in the Fund will receive correspondence as outlined below. Unitholder Receipt The Unitholder receipt will set out details of the Unitholder, Subscription Day, unit price, the Unit Series and number of Units the Unitholder holds in the Fund upon initial or subsequent application. Monthly Report A monthly newsletter will be available to all Unitholders discussing the performance of the Fund with disclosure of returns during the month. Tax and Distribution Statements A taxation and distribution statement will be sent to all Unitholders at least annually. Auscap Long Short Australian Equities Fund Information Memorandum - 21 11. TAX CONSIDERATIONS Investing in the Fund has tax implications, depending upon your particular situation. Auscap cannot give tax advice and we recommend that you obtain professional advice on the tax implications of investing. This Information Memorandum provides Australian residents with general information only, and should not be relied upon by you as it may not relate to your particular situation and tax laws may have changed since the issue of this Information Memorandum. Taxation of Distributions The Fund is resident in Australia for tax purposes. The Fund should not generally be liable for income tax, as it will distribute all the income of the Fund to investors each year. Your share of taxable income of the Fund for each year ended 30 June should be included as assessable income in your tax return for each such year, even if your distribution is reinvested as additional Units in the Fund in the next year. Distributions may represent realised gains on disposal of investments as well as dividend income. At the end of each year investors will be sent a tax statement that will indicate the composition of the income distributed. This will include details of assessable income, capital gains, tax credits and any other relevant tax information to include in your tax return. The Fund will seek to pass on any benefits of franking credits in respect of distributions including franked dividends from the Fund. Investors receiving distributions including franked dividends will be required to include their share of dividend income and franking credits in their assessable income. However, investors may be denied franking credits in respect of distributions on Units which the investor has not owned at risk generally for a continuous period of forty five (45) days (ignoring the days of acquisition and disposal). Your assessable income for each year includes net capital gains (capital gains less offsetting capital losses). Any capital gains distributed by the Fund may benefit from the discount available for shares held on capital account for 12 months or more. This discount is currently 50% for individuals, and 33.3% for complying superannuation funds. The discount is not available to companies. Taxation of Disposal of Units If you dispose of your Units in the Fund (by way of redemption or otherwise) you may be subject to tax on any gain arising. A discount may be available on the capital gain on Units held for 12 months or more by individuals, trusts or complying superannuation funds. Foreign Tax Credits Australian residents are required to include in their assessable income their share of any foreign taxes paid by the Fund. Investors will normally be entitled to a tax credit for foreign taxes paid by the Fund. Tax File Number It is not compulsory for investors to provide their Tax File Number (TFN) or Australian Business Number (ABN) if investing on behalf of an enterprise. However, if you do not provide a TFN or ABN then the Trustee is required to deduct tax from any income distribution payable to you at the maximum personal tax rate plus Medicare levy and any other applicable government charges. Auscap Long Short Australian Equities Fund Information Memorandum - 22 Australian Goods and Services Tax GST should not be payable on the issue and redemption of Units in the Fund and the resulting income distributions to investors. Non-Resident Taxation Statutory deductions of Australian withholding tax and income tax will be made from distributions of Australian sourced taxable income for non-resident investors. The exact amount cannot be determined as the rate of withholding tax depends on the type of income. Non-residents will only be subject to capital gains tax in Australia on the disposal of Units where either: they have an interest of 10% or more and the Fund has more than 50% attributable to (either direct or indirect) Australian real property; or the Units are used in carrying on business through an Australian permanent establishment. Non-residents seeking to invest in the Fund should obtain tax advice in relation to their specific circumstances. FATCA Under the U.S. Foreign Account Tax Compliance Act (“FATCA”), certain “foreign financial institutions” (“FFIs”) are required to comply with requirements discussed below in order to avoid imposition of a 30% United States withholding tax on payments of US income or gross proceeds from the sale of particular US securities, commencing in 2014. Based on the guidance available to date, it appears that the Fund may be an FFI. In the future the Fund may have to obtain and disclose information about certain US and US-owned investors to the US tax authorities and the Fund may also request that you provide certain information about yourself in order for the Fund to comply with its obligations. To the extent that all requested information is obtained, this withholding tax should not apply to the Fund or its investors. Although the Fund may attempt to take steps to avoid the imposition of this withholding tax, no assurance can be given that the Fund will be successful. Auscap Long Short Australian Equities Fund Information Memorandum - 23 12. ADDITIONAL INFORMATION Constitution of the Fund The Fund is governed by a constitution which binds the Trustee and the Unitholders of the Fund ("Constitution"). The Constitution sets out the conditions under which the Trustee operates and the rights, responsibilities and duties of the Trustee in respect of the Fund. In particular, the right of the Trustee to retire and the ability of the Trustee to charge fees and recover expenses are included in the Constitution. The Trustee may alter the Constitution in certain circumstances if the Trustee reasonably considers that the change will not adversely affect Unitholders’ rights. Otherwise, the Trustee must obtain Unitholders’ written consent, or approval by special resolution at a meeting convened for that purpose. The Fund may be terminated in certain circumstances stated in its Constitution. The Constitution contains provisions limiting the requirement of the Trustee to compensate Unitholders. Generally, if the Trustee complies with its duties, it will not be required to compensate a Unitholder for the loss unless required by law. The Constitution also contains provisions regarding the Trustee’s liabilities and rights for reimbursement out of the Fund. Unitholders’ Rights The rights of a Unitholder in the Fund are outlined in the Constitution. Subject to the other terms of the Constitution and this Information Memorandum, these include the right to: withdraw Units; receive income and capital distributions; participate in distributions upon termination or winding up of the Fund; and call, attend and vote at Unitholder meetings. Each Unit a Unitholder holds in the Fund gives that Unitholder a beneficial interest in the Fund as a whole, but not in any particular asset of the Fund. Holding Units in the Fund does not give a Unitholder the right to participate in the management or operation of the Fund. Classes of Units The Trustee may issue different classes of Units and may determine the rights, obligations and restrictions which will attach to the Units within each Class. Transfer of Units Please contact Auscap if you would like to transfer Units. Auscap may refuse to register any transfer of Units by a Unitholder without providing any reason. Register of Unitholders The register of Unitholders is maintained by the Administrator or their affiliates. Period and Termination of the Fund The Trustee may terminate the Fund in a number of circumstances provided for in the Constitution including on written notice to Unitholders. Trustee’s Indemnity and Liability The Trustee is entitled to be continually indemnified against all expenses, losses and liabilities that are incurred as a direct or indirect result of anything done or not done under the Fund Constitution. Auscap Long Short Australian Equities Fund Information Memorandum - 24 Amending the Constitution The Trustee may amend or replace the Constitution in accordance with the Constitution. Limitation of Unitholders’ Liability The Fund Constitution provides that a Unitholder’s liability to the Trustee is limited to their investment in the Fund. However, investors should note that the courts have not finally determined the extent of liability of Unitholders in unit trusts. Further Information Please contact Auscap if you would like a copy of the Constitution. Anti-money laundering and counter-terrorism financing laws The Anti Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (“AML Law”) regulates financial services and transactions in a way that is designed to detect and prevent money laundering and terrorism financing. The AML Law is administered by the Australian Transaction Reports and Analysis Centre (“AUSTRAC”). Under the AML Law, the Trustee is required to: verify a Unitholder’s identity before providing services and to re-identify a Unitholder if they consider it necessary to do so; and keep a record of any documentation Unitholders supply relating to the verification of their identity for 7 years. The Trustee has implemented a number of measures and controls to ensure it complies with its obligations under the AML Law, including carefully identifying and monitoring Unitholders. As a result of the implementation of these measures and controls: transactions may be delayed, blocked, frozen or refused where Auscap has reasonable grounds to believe that the transaction breaches the law or sanctions of Australia or any other country. Applications cannot be processed unless all the necessary information is provided; where transactions are delayed, blocked, frozen or refused, Auscap is not liable for any loss Unitholders suffer (including consequential loss) as a result of its compliance with the AML Law as it applies to Auscap; and Auscap may at times require additional information from you to assist it in this process. Auscap has certain reporting obligations under the AML Law and is prevented from informing Unitholders that any such reporting has taken place. Where required by law, Auscap and/or the Administrator may disclose the information gathered to regulatory or law enforcement agencies, including AUSTRAC. Conflicts of Interest The Trustee has established internal policies and procedures to ensure that any conflicts of interest arising in relation to the Fund are adequately identified and appropriately managed. Where the Trustee considers that a particular conflict of interest is likely to have a materially adverse effect on Unitholders, it will seek to implement adequate arrangements to mitigate, prevent and/or minimise (where practicable) adverse effects on Unitholders. Auscap Long Short Australian Equities Fund Information Memorandum - 25 Privacy Policy Privacy laws apply to the handling of personal information by the Trustee. The Trustee may collect personal information about a Unitholder from their Application Form to establish and support the ongoing administration of their investment in the Fund, comply with Australian taxation laws, the Act, AML Law and other laws and regulations. It will also be used to advise Unitholders of new developments relevant to their investment in the Fund. For legal and practical reasons, the Trustee will not be able to process an application or administer an investment without certain prescribed information. The Trustee may disclose a Unitholder’s personal information to external parties who provide services to the Trustee in relation to the Fund. For example, this may include the Administrator or its associates, related group entities or related bodies corporate, to the extent that any of these are involved with the Fund, or other parties such as providers of printing or postal services. Otherwise the Trustee will not disclose your personal information to any other external party unless required by law. Any personal information you provide to the Administrator will be collected and handled in accordance with White Outsourcing's privacy policy, a copy of which can be found at www.whiteoutsourcing.com.au or posted / emailed to you if you contact White Outsourcing on +612 8262 2800 or registry@whiteoutsourcing.com.au. By submitting paperwork relating to your investment you consent to your personal information being collected and handled by the unit registry in accordance with that policy. You may be entitled to gain access to your personal information held by the Trustee. Unitholders have the right to ask the Trustee to correct information about them which is inaccurate, incomplete or out of date. Unitholders who would like access to their personal information or who have questions should contact Auscap at the contact details specified in the Fund Directory. Authorised Representatives Appointment of authorised representative to operate account You may elect to appoint an authorised representative to operate your account. The relevant sections on the Application Form need to be completed, including the name and signature of the authorised representative, the signature of the Unitholder and the date. Only Unitholders can appoint authorised representatives. By completing and lodging the relevant sections on authorised representatives on the Application Form you release, discharge and agree to indemnify the Trustee from and against any and all losses, liabilities, actions, proceedings, account claims and demands arising from the Trustee acting on the instructions of your authorised representative. You also agree that any instructions of your authorised representative to the Trustee, which are followed by the Trustee, shall be a complete satisfaction of the obligations of the Trustee, notwithstanding any fact or circumstance, including that the instructions were made without your knowledge or authority. You agree that if an authorised representative’s instructions are followed by the Trustee, you and any person claiming through or under you shall have no claim against the Trustee in relation to the instructions. Powers of an authorised representative An authorised representative can, among other things: apply for additional Units; withdraw all or part of your investment; and Auscap Long Short Australian Equities Fund Information Memorandum - 26 enquire as to the status of your investment and obtain copies of any statements to which they are entitled. Withdrawal payments will not be made to third parties. If a company is appointed as an authorised representative, the powers will extend to any director and authorised officer of the company. If a partnership is appointed as an authorised representative, the powers will extend to all partners. Complaints If you have any queries or complaints, please contact Auscap or the Administrator in writing. Please refer to the contact details on page 6 of the Fund Directory. We will acknowledge your query or complaint in writing within ten (10) Business Days. We will then give proper consideration to the complaint and advise you of the outcome as soon as possible. Service Providers Administration The Trustee has delegated some administrative functions by appointing White Outsourcing Pty Ltd (“Whites”) to provide fund administration and unit registry services. Whites is a specialist provider of outsourced middle and back office administration and accounting services to over 50 clients with around $20 billion of funds under administration. White Outsourcing will provide administrative services including: Fund accounting services including trade confirmation and reconciliation; regulatory and administrative services; compliance, performance and analytical services; and unit pricing and registry services. As administrator, Whites is contactable for all application and redemption forms. Their contact details are listed in the Fund Directory. Audit & Tax The Trustee has appointed Ernst & Young to provide tax and audit services for the Fund. These services include: annual audit of financial statements; review of income tax return; and review of net income calculations for distributions. These services will be provided after the end of each Financial Year. Custody and Prime Brokerage The Trustee has appointed Citigroup Global Markets Limited (“CGML”) as a prime broker under the terms of a Customer Agreement for Australian Prime Brokerage Services (the “PB Agreement”) and Citigroup Global Markets Australia Pty Ltd (“CGMA”) as a cash lender under the terms of a Customer Agreement for Australian Cash Loans (the “Cash Loan Agreement”), each of CGML and CGMA are wholly owned indirect subsidiaries of Citigroup Inc. The services which CGML will provide under the PB Agreement include various custodial services, securities lending and the clearance and settlement of securities transactions. The services which CGMA will provide under the Cash Loan Agreement include cash financing in connection with transactions under the PB Agreement. CGML and CGMA, in their capacities as prime broker and cash lender, as applicable, will have no decision-making discretion relating to the investment of the assets of the Fund and will not provide any investment advice in relation to the assets of the Fund. Auscap Long Short Australian Equities Fund Information Memorandum - 27 Under the terms of the PB Agreement, subject to CGML’s right to utilise the same described below, CGML will identify, record on its books and hold on a segregated basis all investments (and collect any dividends and other payments in respect thereto) and other assets of the Fund excluding cash (collectively, the “Assets”) in such manner that the identity and location of the Assets can be readily identified at any time as the property of a customer of CGML and separate from CGML's own property. Accordingly, such Assets which have not been utilised as described below should be unavailable to the creditors of CGML. Certain Assets may be comingled with similar assets of other customers of CGML. Accordingly, the Fund may not have the right to the return of specific assets but to their equivalent. CGML may hold Assets with a sub-custodian, depository or clearing agent (each, a "subcustodian") in one or more accounts identified as belonging to customers of CGML. CGML will identify on its books and records all Assets held by a sub-custodian as being held for the Fund. CGML has undertaken to exercise reasonable care, skill and diligence in the selection of any sub-custodian. CGML will make appropriate inquiries periodically to satisfy itself as to the ongoing suitability of such sub-custodian to provide custodial services to the Fund. The Fund has authorised CGML at any time, without prior notice to the Fund, to transfer Assets (as defined above) to the Fund’s separate custody account with Citibank N.A., Hong Kong Branch (the “Prime Custody Account”). Securities that are transferred by CGML from the prime brokerage Custody Account under the PB Agreement to the Prime Custody Account shall be released from the security created by the Cash Loan Agreement upon such transfer and accordingly shall cease to be Secured Property (as defined below). The Fund has authorised Citibank N.A., Hong Kong Branch, as custodian of the Prime Custody Account, to accept requests from CGML to re-transfer Assets and assets of the Fund comprising cash from the Prime Custody Account to the prime brokerage Custody Account or Cash Account, as appropriate, in order to meet the Fund’s obligations or as otherwise permitted under the PB Agreement and Assets so re-transferred shall again become subject to the security interest created by the Cash Loan Agreement upon such transfer and accordingly shall become Secured Property. The Fund acknowledges that cash received by CGML for credit to the prime brokerage Cash Account either from the Fund or on the Fund’s behalf will be collateral for the purpose of securing or otherwise covering the secured liabilities under the Cash Loan Agreement and full ownership in such cash will be absolutely transferred to CGML, and all right, title and interest in and to such cash will pass to CGML outright and absolutely for the purposes of covering those secured liabilities. Upon such transfer CGML will become obliged, subject to and in accordance with the provisions of the PB Agreement to re-transfer to the Fund an equivalent amount of cash. CGML’s obligation will be reduced to the extent that such cash is applied in accordance with the security and/or close-out arrangements provided in the PB Agreement and Cash Loan Agreement. The Fund's obligations to CGMA under and in connection with the Cash Loan Agreement will be secured by a first fixed charge over the Customer’s right, title and interest in connection with the Cash Account and the Custody Account and over certain other assets (together the “Secured Property”). CGML will be entitled to sell, loan or otherwise use any and all Secured Property in the form of securities (securities so used being referred to herein as “Utilised Securities”) and selected by CGML in its absolute discretion [provided the value of the Utilised Securities shall not exceed 140 per cent of the Fund’s liabilities and obligations under the PB Agreement and Cash Loan Agreement from time to time] for its own purposes or the purposes of any third party, and the Fund will have a contractual right against CGML for the return of assets equivalent to the Utilised Securities. Utilised Securities may not, therefore, be recoverable in full in the event of CGML’s insolvency. Auscap Long Short Australian Equities Fund Information Memorandum - 28 The PB Agreement and Cash Loan Agreement provide that CGML and CGMA will not be liable for any loss, liability or cost incurred by the Fund as a result of any act or omission of CGML or CGMA unless such loss, liability or cost is caused by CGML’s or CGMA’s, as applicable, own fraud, gross negligence, or wilful default. Neither CGML nor CGMA shall be responsible for the loss, liability or cost which the Fund may suffer or incur arising from the negligence, wilful default or fraud of any third party (including any executing broker, bank, agent, custodian, investment exchange, depositary or clearing house, but subject to the obligations concerning the selection of such sub-custodian described above). Neither CGML, CGMA nor any third party which acts on their behalf, whether an affiliate of CGML or CGMA or not, nor its directors, officers, servants, agents or representatives, will be liable to the Fund, except in the case of fraud, for any consequential loss, liability or cost which the Fund may suffer or incur arising out of their acts or omissions, howsoever the loss, liability or cost is caused and regardless of whether it was foreseeable or not. The Fund has agreed to indemnify CGML, CGMA and any sub-custodian, nominee or agent appointed by it against any loss, liability and expenses (including without limitation the costs of any investigation or legal proceedings) arising out of or in connection with the PB Agreement or Cash Loan Agreement except where arising primarily out of its or, as the case may be, such subcustodians', nominees' or agents' own gross negligence or willful default, all as more fully detailed in the PB Agreement and Cash Loan Agreement. The PB Agreement and Cash Loan Agreement will remain in full force and effect until terminated at any time by either of the parties upon 3 Business Days’ written notice to the other. CGML and CGMA are paid service providers to the Fund and are not responsible for the preparation of this document or the activities of the Fund and therefore accept no responsibility for any information in this document. The Fund reserves the right to change the prime brokerage, cash loan and custodial arrangements described above by agreement with CGML and CGMA and/or, in its discretion, to appoint additional or alternative prime broker(s), cash lender(s) and custodian(s). The Fund may also utilise Citi and/or other brokers and dealers for the purposes of executing transactions for the Fund. Auscap Long Short Australian Equities Fund Information Memorandum - 29 13. GLOSSARY Act Administrator AFSL Application Form Business Day Class Constitution delta Distribution Date Financial Year Fund or Auscap Fund Half Year hedging High Watermark Hurdle Rate Investment Manager Issue Price leverage/gearing long position management fee The Corporations Act 2001 (Cth) as amended from time to time The administrator appointed by the Trustee, which is White Outsourcing Pty Limited as at the date of this Information Memorandum, responsible for providing fund administration and unit registry services. Australian Financial Services Licence The application form included in or accompanying this Information Memorandum relating to the purchase of Units A day other than a Saturday or Sunday on which Australian Banks are open for general banking business in Sydney, Australia Refers to a class of units in the Fund The constitution governing the Fund, as amended from time to time The notional exposure to a security or financial instrument given the current price of the security or underlying asset The day on which distributions from the Fund are paid and/or reinvested The year ending 30 June Auscap Long Short Australian Equities Fund The six month period finishing either 30 June or 31 December Transactions entered into (usually opposite transactions within the same asset class or market) that protect against adverse price movements and limit the exposure to a specific risk The previous highest NAV per Unit in a Series immediately after payment of a performance fee (or if none has been paid, the initial Issue Price of the Units) The Reserve Bank of Australia Cash Rate published monthly Auscap Asset Management Limited ABN 11 158 929 143 AFSL 428014 The price at which new Units are issued Borrowing funds or securities to increase the amount of capital available for investment. Holding a positive amount of an asset in the expectation that the value of that asset will appreciate Has the meaning as expressed in section 9 Auscap Long Short Australian Equities Fund Information Memorandum - 30 NAV NAV per Class NAV per Series NAV per Unit Outperformance Performance Period Redemption Day Redemption Price Reference Series Series short position Subscription Day Trustee Unit or Units Unitholder or Unitholders Valuation Day Wholesale Client The net asset value of a Fund, Class or Series as referred to in section 9 The value of the assets less liabilities attributable to the units of the relevant Class The value of the assets less liabilities attributable to the units of the relevant Series Has the meaning as expressed in section 9 Outperformance is calculated as the amount by which the NAV per Unit of the relevant Series exceeds the High Watermark increased by the Hurdle Rate A period in which a performance fee has accrued The first day of the month where Unitholders are able to redeem Units based on the preceding Valuation Day The NAV per Unit on the last Valuation Day immediately before the Redemption Day, adjusted for the bid or ask spread (if any) as calculated under the Constitution The first issue of Units in the Fund Unit valuation based on different Subscription Days Borrowing an asset and then selling it in the expectation that the value of the asset will depreciate. The short position is covered by buying back the asset, theoretically at a lower price (but may be at a higher price) thereby crystallising a profit (or loss). The borrowed asset is then returned. The Valuation Day on which Units are first priced and application monies accepted into the Fund Auscap Asset Management Limited ABN 11 158 929 143 AFSL 428014 A Unit or Units in the Fund offered under this Information Memorandum Persons who are indicated on the register of holders as the holder of a Unit or Units in the Fund The last day of each calendar month on which the NAV is calculated. Has the meaning provided in the Act Auscap Long Short Australian Equities Fund Information Memorandum - 31 This page has intentionally been left blank Auscap Long Short Australian Equities Fund Information Memorandum - 32 14. HOW TO COMPLETE THE APPLICATION FORM How to Invest To invest in the Fund you will need to complete and sign the attached Application Form. Please note that: The supply of Tax File Numbers (“TFN”) is discretionary. It is not an offence if you decide not to supply your TFN. If you do not supply your TFN, however, tax will be deducted from your income earned at the highest marginal tax rate (plus Medicare levy) and forwarded to the Australian Taxation Office. These deductions will appear on your statements. A form is attached for your convenience. Joint applications must be signed by all applicants. Joint investments will be deemed to be held as joint tenants. Applications under power of attorney must be accompanied by a certified copy or the original of the Power of Attorney with specimen signatures. The minimum initial investment in the Fund is $250,000 and the minimum additional investment is $100,000. All investors will need to qualify as a Wholesale Client. The Trustee may vary these minimum investment amounts from time to time. Application monies should be received by 5.00pm (AEST) three (3) Business Days prior to the last calendar day of the month by cheque or electronic transfer to: Account Name: Bank: BSB: Account number: Auscap Asset Management ATF Auscap Long Short Australian Equities Fund ANZ 012 006 836165921 Application forms received and monies received 3 Business Days prior to the last calendar day of the month will receive the unit price that is calculated for the next Valuation Day. Generally this unit price will be available within 10 Business Days of month end. Please send completed Application Forms (and cheques if applicable) to: White Outsourcing Pty Limited Attention: Auscap Fund Unit Registry GPO Box 5482 Sydney NSW 2001 How do you qualify as a Wholesale Investor If you are applying for Units worth $500,000 or more you will be automatically deemed a Wholesale Client and no additional documentation is required. If you are investing less than $500,000 and you are an Australian Investor, additional documentation will be required to certify that you are a Wholesale Client in the form of one of the following: 1. An accountant’s certificate certifying that the proposed Unitholder has: net assets of at least A$2.5million; or gross income for each of the last two financial years of at least $250,000. OR 2. A statutory declaration that the proposed Unitholder: is a trustee of a superannuation fund within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cth) with net assets of at least A$10 million; controls at least A$10 million (including any amount held by an associate or under a trust that the investing entity manages); is a manufacturer and employs 100 or more people, or the investing entity is not a manufacturer and employs 20 or more people; holds an Australian financial services licence; or is a “professional investor” as otherwise defined in the Corporations Act. Auscap Long Short Australian Equities Fund Information Memorandum - 33 Please contact Auscap if you need us to assist you in providing the appropriate documentation to certify that you are a Wholesale Client. Regular Information Following acceptance of your application, you will be sent an application advice. You should check the details on the advice carefully and contact the Administrator, White Outsourcing Pty Ltd, if you have any questions. Additional Investment Additional investments can be made using the Additional Application Form attached to this Information Memorandum. If You Have Any Questions If you have any questions about any matter relating to the Fund, please telephone Auscap Asset Management (details in the Fund Directory). The completed (and signed) application (and cheque for payment of the total application amount, if applicable) should be forwarded to: White Outsourcing Pty Limited Attention: Auscap Fund Unit Registry GPO Box 5482 Sydney NSW 2001 Examples of correct names and required signatures Type of Investor Individual/ joint investors use full name of each applicant, do not use initials Company use full company title, do not use abbreviations Trusts/minors use trustee(s)/ individual(s) name(s) use trust/minor name as designation Superannuation fund use trustee(s)’ personal name(s) use fund name as designation Deceased estates use executor(s)’ personal name(s), do not use name of the deceased Correct Name Alexander John Smith Laura Sue Barden ABC Pty Ltd Incorrect Name Alex Smith Laura S Barden ABC P/L, ABC Co, XYZ Limited XYZ Inc. Paul Ryan Smith ATF <Smith Family Trust> Paul Smith Family Trust Paul Ryan Smith ATF <Joel Smith> Amy Rachel Wood ATF <Amy Wood Super Fund> ABC Pty Ltd ATF <Smith Superannuation Fund> John Smith <Est Jane Smith A/c> Joel Smith A R Wood Super Fund Smith Super Fund Estate of the Late Jane Smith Signature Required signature of each applicant by two directors; or by a director and a secretary; or if there is only one director, by that sole director signature of each trustee/ individual if trustee is a company see above signature of each trustee if trustee is a company, see above signature of the executor(s) Auscap Long Short Australian Equities Fund Information Memorandum - 34 APPLICATION FORM Auscap Long Short Australian Equities Fund This application form relates to the Information Memorandum dated 1 November 2012 (IM) issued by Auscap Asset Management Limited ABN 11 158 929 143, AFSL 428014. Please read the IM in full before completing this Application Form. Unless otherwise specified, terms defined in the IM have the same meaning in this Application Form. INDIVIDUALS, COMPANIES, TRUSTS & TRUSTEES PART A: INVESTOR & INVESTMENT DETAILS Is this an application from a new investor or an existing investor? NEW INVESTOR – please provide the name of the holding (in a format that you want to appear on the Register of Unitholders) New Investor Name: EXISTING INVESTOR Unitholder Number: Please continue below to 1. Contact Details - If this is an application from an existing Unitholder please provide your Unitholder number I am/We are an existing Unitholder and I / We have previously completed the Identification Documentation parts of this document sufficient for Anti-Money Laundering and Counter Terrorism Financing Legislation Yes - please continue to next question No - please complete this form in full including PART B: Investor Identification (sections 1 through 4 as applicable) If you are an existing Unitholder, have there been any significant changes in your circumstances or Identification Documents since your last application? 1. No - please complete the Additional Investment Form on page 46 instead of this form Yes - please complete PART B: Investor Identification (sections 1 through 4 as applicable) Contact Details Full given name(s) Surname Company name / Trustee Name / Account Name Telephone Facsimile Email Please provide contact email address that is to be used for all correspondence to ensure more effective way of communication Address (PO Box is NOT acceptable) Street Suburb State Postcode Country Auscap Long Short Australian Equities Fund Information Memorandum - 35 2. Investment Details AUD $ Amount Please note the minimum initial investment amount is $250,000.00. 3. Payment Details Please tick the box to advise how your payment will be made: Cheque – Please make payable to: Electronic Funds Transfer (EFT) to : 4. Taxation Details Auscap Asset Management ATF Auscap Long Short Australian Equities Fund Bank: BSB: Account Number: Account Name: Reference: ANZ 012 006 836165921 Auscap Asset Management ATF Auscap Long Short Australian Equities Fund (Investor Name) Where the investment in the fund is held jointly by 2 or more investors, taxation details for each investor need to be provided. If there are more than 2 investors, please provide details on a separate sheet of paper and attach it to your application form. INVESTOR 1 Name: Are you a resident of Australia for taxation purposes? (Select one of the following options) Yes - please complete the below No – please provide country of residence: ________________________________________________________________ Tax File Number (TFN) or Australian Business Number (ABN): Please indicate to whom this TFN or ABN belongs (Select one of the following options): Company Trust or Superannuation Fund Individual Other – please specify: _______________________________________________________________________________ Exemption Number (if applicable): INVESTOR 2 Name: Are you a resident of Australia for taxation purposes? (Select one of the following options) Yes - please complete the below No – please provide country of residence: ________________________________________________________________ Tax File Number (TFN) or Australian Business Number (ABN): Please indicate to whom this TFN or ABN belongs (Select one of the following options): Company Trust or Superannuation Fund Individual Other – please specify: _______________________________________________________________________________ Exemption Number (if applicable): Please note: You are not obliged to provide either your TFN or ABN but if you do not provide either your TFN or ABN or claim a TFN exemption, the Responsible Entity will be required to deduct tax at the highest marginal tax rate (plus Medicare levy). By inserting the ABN and signing this Application Form, you declare that this investment is made in the course or furtherance of your enterprise. Collection of TFN information is authorised and its use and disclosure are strictly regulated by the tax laws and the Privacy Act 1988 (Cth). Auscap Long Short Australian Equities Fund Information Memorandum - 36 5. Bank Account IMPORTANT INFORMATION: Please provide your bank account details for the purpose of payment of future withdrawal proceeds. If this section is not completed it may cause a delay in processing your redemption proceeds. Additional security checks to verify bank account changes will be performed at the time of payment of your redemption proceeds. Your bank account Distributions and withdrawal proceeds can only be paid to a bank account in the name of the Unitholder details and cannot be paid by cheque or to third party accounts. By completing this section you confirm that any distributions and withdrawal proceeds sent by EFT to a designated bank account are sent at your risk insofar as the onus to provide bank account details rests solely on you. Please pay distributions and withdrawal proceeds to the following bank account: Beneficiary Bank Branch Name BSB Account Number Account Name If you would like distributions and/or redemption proceeds to be paid into a bank account outside Australia please provide the following additional details: Beneficiary Bank Address National Beneficiary Bank Clearing Code (if applicable) Beneficiary Bank SWIFT Code Intermediary Bank details (if applicable) Auscap Long Short Australian Equities Fund Information Memorandum - 37 PART B: INVESTOR IDENTIFICATION If you are a new investor, please complete PART A: Investor & Investment Details section (being the first three pages) and PART B: Investor Identification section of the Application Form, and send all documents to the Administrator at the address below. If your investor type does not fall into any of the three investor categories in sections 1 - 3 of this form (below) please contact White Outsourcing to enquire about what information and documentation is required for identification purposes under Anti-Money Laundering and Counter Terrorism Financing legislation. Our verification procedure and requirements (including certified identification evidence) is included for your reference. If you are an existing Unitholder making an additional investment, you may fax or scan and email your instructions to the Administrator on (02) 9221 1194 or at registry@whiteoutsourcing.com.au. Existing Unitholders whose details have changed must also complete the Identification Documentation section and send all documents to the Administrator at the address below. Please send your completed Application Form and Identification Documents to: White Outsourcing Pty Limited Attention: Auscap Fund Unit Registry GPO Box 5482 Sydney NSW 2001 Company) SECTION 1 - INVESTOR TYPE : AUSTRALIAN OR FOREIGN COMPANY Please note, if you are an Australian Company acting as trustee of a fund, please also complete Section 2. \ Company) 1.1 General Information Full name as registered by ASIC or foreign registration body Registration number (select the following categories which apply to the company and provide the information requested) ACN Foreign body registration number ARBN Please also provide name of the foreign registration body below: Country of formation / incorporation / registration Registered office address (PO Box is NOT acceptable) Street Suburb State Postcode Country Postcode Country Principal place of business (if any) (PO Box is NOT acceptable) Street Suburb State Auscap Long Short Australian Equities Fund Information Memorandum - 38 1.2 Regulatory/ Listing Details (select the following categories which apply to the company and provide the information requested) Regulated company (licensed by an Australian Commonwealth, State or Territory statutory regulator) Regulator name Licence Number Australian listed company or Foreign listed company as defined in the IFSA/FPA Guidelines Name of market / exchange Majority-owned subsidiary of an Australian listed company Australian listed company name Name of market or exchange Foreign company Country of formation / incorporation / registration 1.3 Company Type (select only ONE of the following categories) Public Proprietary/Private Other Section 1 now completed, continue to Section 4 Go to Section 1.4 and 1.5 below Go to Section 1.4 and 1.5 below 1.4 Directors (only needs to be completed for proprietary, private and other companies) This section does NOT need to be completed for public and listed companies. How many directors are there? provide full name of each director 1 Full given name(s) Surname 2 3 4 If there are more directors, provide details on a separate sheet of paper and attach it to your Application Form. If the company is a regulated company (as selected in 1.2 above) section 1 is now competed, continue to Section 4. Auscap Long Short Australian Equities Fund Information Memorandum - 39 1.5 Shareholders (only needs to be completed for proprietary, private or other companies that are not regulated companies as selected in Section 1.2) Provide details of ALL individuals who are beneficial owners through one or more shareholding(s) of more than 25% of the company’s issued capital. Shareholder 1 Full given name(s) Surname Residential address (PO Box is NOT acceptable) Street Suburb State Shareholder 2 Full given name(s) Postcode Country Surname Residential address (PO Box is NOT acceptable) Street Suburb State Shareholder 3 Full given name(s) Postcode Country Surname Residential address (PO Box is NOT acceptable) Street Suburb State Postcode Country If there are more shareholders, provide details on a separate sheet of paper and attach it to your Application Form. If the company is an Australian company or Foreign company registered with ASIC the form is now COMPLETE. If the company is a foreign company not registered with ASIC please also attach certified copy1 of the certification of registration issued by the relevant foreign registration body. 1 For the definition of certified copy and list of people that can certify documents please refer to Section 6 of this Application Form. Auscap Long Short Australian Equities Fund Information Memorandum - 40 SECTION 2 - INVESTOR TYPE : ALL TRUSTS (INCLUDING SUPERANNUATION FUNDS) TON 1A: AUSTRALIAN COMPANY DETAILS (to be completed if company is) 2.1 General Information IAN COMPA NY DE TAILS (to be complete d if compa ny is a n Australia n Compa ny) Full name of trust Full name of the Trustee(s) of the trust Country where trust established 2.2 Type of Trust (select only one of the following trust types and provide the information requested) Registered managed investment scheme Provide Australian Registered Scheme Number (ARSN) Regulated trust (e.g. a Self-Managed Superfund) Provide name of the regulator (e.g. ASIC, APRA, ATO) Provide the trust’s ABN or registration / licensing details Government superannuation fund Provide name of the legislation establishing the fund Other trust type Trust description (e.g. unregistered, fixed, family, unit) Trust ABN or registration / licensing details if applicable For other trust type, where the trust does not have an ABN or registration/licensing details, please also provide the following documentation: Certified copy 2 or certified extract of the trust deed; or Notice of assessment or certified copy 2 of assessment issued by the ATO in the last 12 months. 2.3 Trustee Details How many trustees are there? 2 For the definition of certified copy and list of people that can certify documents please refer to Section 6 of this Application Form. Auscap Long Short Australian Equities Fund Information Memorandum - 41 2.3 Trustee Details (continued) Trustee 1 Full given name(s) or Company name Surname Residential address if an individual trustee or company registered office address (PO Box is NOT acceptable) Street Suburb State Trustee 2 Full given name(s) or Company name Postcode Country Surname Residential address if an individual trustee or company registered office address (PO Box is NOT acceptable) Street Suburb State Postcode Country If there are more trustees, please provide details on a separate sheet of paper and attached it to your Application Form. For all trust types please complete the following additional sections: If you are completing this form as an Individual Trustee please complete ‘Section 3 - Investor Type: Individual’ for at least ONE of the trustees in addition to completing applicable sections 2.3 and 2.4. If you are completing this form as a Corporate Trustee please complete ‘Section 1 - Investor Type: Company’ in addition to completing applicable sections 2.3 and 2.4. If you are completing this form both as an Individual and a Corporate Trustee please complete ‘Section 3 -Investor Type: Individual’ and ‘Section 1 - Investor Type: Company’ in addition to completing applicable sections 2.3 and 2.4. 2.4 Beneficiary Details (only complete if “Other trust type” is selected in section 2.2 above) Do NOT complete if the trust is a registered managed investment scheme, regulated trust (e.g. SMSF) or government superannuation fund. Do the terms of the trust identify the beneficiaries by reference to membership of a class? Yes Provide details of the membership class(es) No How many beneficiaries are there? 1 (e.g. unit holders, family members of named person, charitable purpose) Full given name(s) provide full name of each beneficiary below: Surname 2 3 If there are more beneficiaries, please provide details on a separate sheet of paper and attach it to your Application Form. Auscap Long Short Australian Equities Fund Information Memorandum - 42 SECTION 3 - INVESTOR TYPE : INDIVIDUAL * Please for details copies Please note, if you are an individual(s) acting as trustee(s) of a fund, please also complete Section 2. INVESTOR 1 Investor’s name must match investor’s ID exactly. Full given name(s) Surname Date of Birth (dd/mm/yyyy) / / Residential address (PO Box is NOT acceptable) Street Suburb State Postcode COMPLETE THIS PART IF INDIVIDUAL IS A SOLE TRADER Full business name Country ABN (if any) Principal Place of Business (if any) (PO Box is NOT acceptable) Street Suburb State Postcode Country INVESTOR 2 Investor’s name must match investor’s ID exactly. Full given name(s) Surname Date of Birth (dd/mm/yyyy) / / Residential address (PO Box is NOT acceptable) Street Suburb State Postcode COMPLETE THIS PART IF INDIVIDUAL IS A SOLE TRADER Full business name Country ABN (if any) Principal Place of Business (if any) (PO Box is NOT acceptable) Street Suburb State Postcode Country If there are more than 2 joint individual investors, please provide details on a separate sheet of paper and attach it to your Application Form. Auscap Long Short Australian Equities Fund Information Memorandum - 43 IDENTIFICATION DOCUMENTS FOR INDIVIDUAL INVESTOR(S): For all Individual investors please provide the following information in addition to completing this section: Certified copy 3 of a Primary Photographic Identification Document (see below for definition); or Certified copy 3 of a Primary Non-Photographic Identification Document AND a Secondary Identification Document (see below for definitions). What are the Identification Documents? Primary Photographic Identification Documents: 1) 2) 3) 4) 5) Licence or permit issued by State or Territory of Australia or equivalent authority of a foreign country for the purpose of driving a vehicle that contains a photograph of the person in whose name the document is issued. Passport issued by Commonwealth of Australia. Passport issued for purpose of international travel that is issued by a foreign government and contains a photograph and the signature of a person in whose name the document is issued (accompanied by a written translation prepared by accredited translator where required). Card issued by a State or Territory of Australia for the purpose of proving a person’s age that contains a photograph of the person in whose name the document is issued. National Identity Card issued by a foreign government, for the purpose of identification that contains a photograph of the person in whose name the document is issued (accompanied by a written translation prepared by accredited translator where required). Primary Non-Photographic Identification Documents: 1) 2) 3) 4) 5) Birth Certificate or Birth Extract issued by a State or Territory of Australia. Citizenship Certificate issued by Commonwealth of Australia. Citizenship Certificate issued by a foreign Government (accompanied by a written translation prepared by accredited translator where required). Birth certificate issued by a foreign government (accompanied by a written translation prepared by accredited translator where required). Pension card issued by Centre Link that entitles financial benefits to the person in whose name the card is issued. Secondary Identification Documents: 1) 2) 3 A notice that was issued to an individual by the Commonwealth, a State or Territory of Australia within the preceding 12 months that contains the name of the individual and his or her residential address and records the provision of financial benefits to the individual under a law of the Commonwealth, State or Territory. A notice that was issued to an individual by a local government or utilities provider in Australia within the preceding 3 months that contains the name of the individual and his or her residential address and records the provision of services by that local government body or utilities provider to that address or to that person. For the definition of certified copy and list of people that can certify documents refer to Section 6 of this Application Form. Auscap Long Short Australian Equities Fund Information Memorandum - 44 SECTION 4: FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) – Self-Certification Declaration This certification must be completed by all investors to declare their FATCA status. Please refer to section 8 for explanations of FATCA terms before completing this form. Neither Auscap nor White Outsourcing are able to provide you with tax or professional advice in respect of FATCA or the IGA and we strongly encourage you to seek the advice of experienced tax or professional adviser in relation to completing this form. Purpose of this form The Foreign Account Tax Compliance Act (FATCA), a United States regulatory requirement that aims to deter tax evasion by U.S. taxpayers was introduced in 2010. From 1 July 2014 financial institutions (being managed investment funds) are required to identify investors that hold certain “financial accounts” and are U.S. persons or that are entities with substantial U.S. owners. Information on accounts and investments held by these investors must then be reported to the U.S. Internal Revenue Service (IRS) via the Australian Taxation Office (ATO). In certain instances, FATCA also imposes withholding tax on certain U.S. sourced income and the proceeds of sale on U.S. assets. 4.1 – Type of Investor ☐ Individual or joint investor complete section 4.2 ☐ Superannuation fund complete section 4.3 ☐ Company, Trust, Partnership or other complete sections 4.4 and 4.5 4.2 – Individual or Joint Investors Full name (investor 1): Are you a U.S citizen or US resident for tax purposes? (Select one of the following options) Yes please provide your Taxpayer Identification Number (TIN) No continue to section 5 Taxpayer Identification Number (TIN): Full name (investor 2): Are you a U.S citizen or US resident for tax purposes? (Select one of the following options) Yes please provide your Taxpayer Identification Number (TIN) No continue to section 5 Taxpayer Identification Number (TIN): 4.3 – Superannuation Funds Full legal name of the Superannuation Fund Select only ONE of the following options that best describes the Superannuation Fund and provide the information requested. ☐ I am an Australian Retirement Fund (refer to FATCA definitions in section 4.6) ☐ We’ll record your FATCA status as an Exempt Beneficial Owner I am not an Australian Retirement Fund (refer to FATCA definitions in section 4.6) Please complete details below FATCA status: Auscap Long Short Australian Equities Fund Information Memorandum - 45 GIIN (if applicable): 4.4 – Entity Investors Full legal name of the entity: Select only ONE of the following five FATCA categories that best describes the entity and provide the information requested. ☐ 1. U.S. person as defined under FATCA and U.S. Internal Revenue Code. This includes but is not limited to company, trust or partnership that is established under the laws of a U.S. and is considered a U.S. resident for tax purposes. Please also answer questions (a) and (b) below (a) U.S. federal tax classification Please confirm entity’s U.S. federal tax classification below ☐ Single-member LLC ☐ C Corporation ☐ S Corporation ☐ Limited liability company - C corporation ☐ Partnership ☐ Limited liability company - S corporation ☐ Limited liability company – Partnership ☐ Trust/estate ☐ Other Please provide detail: _____________________________ (b) Are you exempt from FATCA reporting? Yes please provide your FATCA exemption code ________________________________________________________ No please provide your U.S. Taypayer Identification Number (TIN) _________________________________________ ☐ 2. Non-Financial Foreign Entity (NFFE) ☐ (a) Active NFFE Continue to section 5 Select one of the options from (a) to (c) to confirm which type of NFFE ☐ (b) Passive NFFE with no controlling U.S. persons Continue to section 5 ☐ (c) Passive NFFE with controlling persons (refer to FATCA definitions in section 4.7) who are U.S. citizens or U.S. residents for tax purposes? Provide details of each of the controlling U.S. person in section 4.5 ☐ 3. Entity that is an Exempt Beneficial Owner Continue to section 5 ☐ 4. Financial institution (FFI) Select one of the options from (a) to (d) to confirm which type of FFI are you ☐ (a) Reporting IGA FFI or Participating FFI Provide entity’s GIIN and continue to section 6 ☐ (b) Sponsored FFI or Trustee Documented Trust GIIN ___________________________________________ Please complete details of the Sponsoring entity or Trustee below and continue to section 5 Name of Sponsoring entity or Trustee _______________________________________________ GIIN of Sponsoring entity or Trustee ___________________________________________ ☐ (c) FFI that does not need to register (e.g. Non-Reporting IGA FFI) Please complete details below and continue to section 5 FATCA status _______________________________________________ GIIN (if applicable) ___________________________________________ Auscap Long Short Australian Equities Fund Information Memorandum - 46 ☐ 5. Other entity type (not listed above) Please complete details below and continue to section 5 FATCA status _______________________________________________ GIIN (if applicable) ___________________________________________ 4.5 – Controlling U.S. persons of Passive NFFE Only complete this section if you have selected item 2(c) in the previous section. If there are more than 2 controlling U.S. persons please provide their details on separate page and attach it to this form. U.S. Person 1 ☐Controlling Person ☐Beneficiary ☐Trustee ☐Owner ☐Director ☐Other – please specify ___________________________________________ Full name (investor 1): Residential address (PO box is not acceptable) Taxpayer Identification Number (TIN): U.S. Person 2 ☐Controlling Person ☐Beneficiary ☐Trustee ☐Owner ☐Director ☐Other – please specify ___________________________________________ Full name (investor 2): Residential address (PO box is not acceptable) Taxpayer Identification Number (TIN): 4.6 – Explanation of FATCA terms Common FATCA terms Financial institution (also referred to as Foreign financial institution or “FFI” under FATCA) - an entity created or organised outside of the U.S. and includes: a) Depository institution – entity that accepts deposits in the ordinary course of banking or similar business (banks, credit unions), or b) Custodial institution – entity that holds financial assets for the account of others as a substantial portion of its business (brokers, custodians), or c) Investments entity –means any entity that conducts as a business (or is managed by an entity that conducts as a business) one or more of the following activities or operations for or on behalf of a customer: trading in money market instruments (cheques, bills, certificates of deposit, derivatives, etc.); foreign exchange; exchange; interest rate and index instruments; transferable securities; or commodity futures trading; individual and collective portfolio management; or otherwise investing, administering, or managing funds or money on behalf of other persons. Non-Financial Foreign Entity (“NFFE”) - any non-U.S. entity that is not a financial institution. NFFE can be either Active NFFE or Passive NFFE (refer below for more details). Auscap Long Short Australian Equities Fund Information Memorandum - 47 U.S. citizen or U.S. resident for tax purposes – includes: anyone born in the U.S. (who hasn’t renounced their citizenship) a green card holder anyone living in the U.S. U.S. passport holder U.S. companies, trusts or partnerships Controlling Persons - means the natural persons who exercise control over an Entity. In the case of a trust, such term means the settlor, the trustees, the protector (if any), the beneficiaries or class of beneficiaries, and any other natural person exercising ultimate effective control over the trust, and in the case of a legal arrangement other than a trust, such term means persons in equivalent or similar positions. The term “Controlling Persons” shall be interpreted in a manner consistent with the Financial Action Task Force Recommendations. GIIN - Global Intermediary Identification Number is an IRS registration number for financial institutions. TIN – is U.S. Taxpayer Identification Number and may include Social Security Number (SSN) or Employer Identification Number (EIN). IGA - Agreement between the Government of Australia and the Government of the United States of America to Improve International Tax Compliance and to Implement FATCA. Australian Retirement Fund 1. Any plan, scheme, fund, trust, or other arrangement operated principally to administer or provide pension, retirement, superannuation, or death benefits that is a superannuation entity or public sector superannuation scheme (including an exempt public sector superannuation scheme) as defined in the Superannuation Industry (Supervision) Act 1993, or a constitutionally protected fund as defined in the Income Tax Assessment Act 1997. 2. A pooled superannuation trust as defined in the Income Tax Assessment Act 1997. 3. Any Entity that is wholly owned by, and conducts investment activities, accepts deposits from, or holds financial assets exclusively for or on behalf of, one or more plans, schemes, funds, trusts, or other arrangements referred to in subparagraphs (1) or (2) of this paragraph. FATCA status FATCA status refers to entity classification under FATCA and may include: 1. Active NFFE - any NFFE that meets following criteria: 2. 3. 4. 5. Entity’s stock is regularly traded on established securities market (e.g. entity listed on ASX) or affiliated group of such entity; or Entity organised in U.S. Territory and owned by its residents; or Foreign government; or International organisation; or Foreign Central Bank of Issue; or Any other specifically identified class of entities, including those posing a low risk of tax evasion, as determined by the IRS (e.g. start-up entities, entities in liquidation, not-for profit entities etc.) Passive NFFE with controlling U.S. persons - any NFFE that is not an Active NFFE or is not a withholding foreign partnership or trust and has controlling U.S. persons. Passive NFFE with no controlling U.S. persons - any NFFE that is not an Active NFFE or is not a withholding foreign partnership or trust and where none of the entity’s controlling persons are U.S. persons. Participating FFI – an FFI that enters into an agreement with the IRS to undertake certain due diligence, withholding and reporting requirements for U.S. account holders in accordance with FATCA and is generally able to provide GIIN. Exempt Beneficial Owner - this is non-reporting entity under FATCA and may include: 6. NFFE where less than 50% of income is passive income (i.e. dividends, interest, annuities etc.) and less than 50% of its assets produce passive income; or the Australian Government, State and local governments and local authorities and their wholly owned agencies or instrumentalities, including certain named entities; International, intergovernmental and supranational organisations; Reserve Bank of Australia and its subsidiaries; Complying Australian superannuation funds (including self-managed super funds); Investment entity wholly owned by exempt beneficial owners; Non-Reporting IGA FFI – this is non-reporting entity (certified or registered deemed-compliant FFI) under FATCA and may include: Financial institution with Australian client base (must satisfy all condition listed in paragraph III. A of Annex II of the IGA, including at least 98% of the U.S. dollar value of all account balances must be held by Australian residents); Small local banks that meet criteria listed in the IGA; Financial Institution that is not an Investment Entity with only Low-Value Accounts (i.e. with value of U.S.$ 50,000 or less) and with total assets of no more than U.S.$50 million; Qualified credit card issuer (with customer deposits of U.S.$50,000 or less); Trustee-Documented Trust – A trust established under the laws of Australia to the extent that the trustee of the trust is a Reporting U.S. Financial Institution, Reporting Model 1 FFI, or Participating FFI and reports all information required to be reported pursuant to the Agreement with respect to all U.S. Reportable Accounts of the trust; Auscap Long Short Australian Equities Fund Information Memorandum - 48 7. Sponsored investment entity - an investment entity established in Australia that has a Sponsoring entity; Certain Investment Manager and Investment Advisors; Certain Collective Investment Vehicles that meet criteria listed in the IGA. Non-Participating FFI - an entity that does not comply with FATCA and generally will not fall into any of the below categories: Participating FFI; or Exempt Beneficial Owner Reporting FFI; or Further information about FATCA can be also found at: http://www.irs.gov/fatca http://treasury.gov.au/Policy-Topics/Taxation/Tax-Treaties/HTML/Intergovernmental-Agreement http://www.aph.gov.au/About_Parliament/Parliamentary_Departments/Parliamentary_Library/pubs/rp/rp1314/QG/FATCA SECTION 5: DECLARATION AND SIGNATURE I acknowledge declare and agree that by signing this Application Form: • • • • • • • • • • • • • • • • I have received and read the Information Memorandum to which this Application Form applies and have received and accepted the offer to invest in the Fund in Australia. I declare that I am a wholesale client as defined in section 761G or 761GA of the Corporations Act If I have received the Information Memorandum from the internet or other electronic means, that I received it personally or a print out of it, accompanied by this Application Form. All details provided by me in this Application Form are true and correct. I agree to be bound by the terms and conditions of the current Information Memorandum and of the Constitution , as amended. That the Trustee is authorised to apply the TFN or ABN provided above to all future applications for Units, including reinvestments, unless I notify the Trustee otherwise. None of the representatives, employees, directors or shareholders of Auscap Asset Management Limited, the Trustee, or any other person guarantees the repayment of capital invested in the Fund, the performance of the Fund or any particular return from the Fund and I understand the risks involved in investing in the Fund. I acknowledge that the Trustee may be required to pass on information about me or my investment to the relevant regulatory authority in compliance with the AML Act. I will provide such information and assistance that may be requested by the Trustee to comply with its obligations under the AML Act and I indemnify it against any loss caused by my failure to provide such information or assistance. The monies used to fund my investment in the Fund are not derived from, or related to, any money laundering, terrorism financing or other illegal activities, whether prohibited under Australian law, international law or convention ('illegal activity') and the proceeds of my investment in the Fund will not be used to finance any illegal activities. I am not a “politically exposed” person or organisation for the purpose of any AML Law. I consent to details about my application and holdings being disclosed in accordance with the Privacy section of the Information Memorandum. I confirm that the Trustee and administrator are authorised to accept and act upon any instructions in respect of this application and the Units to which it relates given by me by mail, facsimile or email. If instructions are given by facsimile or email, the onus is on me to ensure that such instructions are received in legible form and I undertake to confirm them in writing. I indemnify the Trustee and administrator against any loss arising as a result of any of them acting on facsimile or email instructions. The Trustee and administrator may rely conclusively upon, and shall incur no liability in respect of, any action taken upon any notice, consent, request, instruction or other instrument believed, in good faith, to be genuine or to be signed by properly authorised persons. I/we declare that the information provided in this form is correct and where relevant reflects my/our tax status for purposes of FATCA I/we will promptly notify Auscap and White Outsourcing (“WO”) and provide it with any changes to the information provided by me/us in connection with this form and on request provide any further information reasonably required by Auscap and/or WO to comply with any obligation under FATCA I acknowledge that any personal information provided to the Administrator will be collected and handled in accordance with White Outsourcing's privacy policy. By submitting this form or any other paperwork relating to your investment you consent to your personal information being collected and handled by the unit registry in accordance with that policy. A copy of the policy can be found at www.whiteoutsourcing.com.au or posted / emailed to you if you contact White Outsourcing on +612 8262 2800 or registry@whiteoutsourcing.com.au. I acknowledge that the Trustee reserves the right to reject any application. Account operating instructions (if no selection is made, all individuals to sign will be assumed) Any individual to sign Any two individuals to sign All individuals to sign Other (please specify): __________________________________________________________________ Signature Signature Auscap Long Short Australian Equities Fund Information Memorandum - 49 Print Name Title (select one) Print Name ☐Individual ☐Sole Director ☐Director ☐Trustee ☐Partner ☐Other __________________ Date Title (select one) ☐Individual ☐Sole Director ☐Director ☐Trustee ☐Partner ☐Other __________________ Date SECTION 6: CERTIFIED COPY OF AN ORIGINAL DOCUMENT Certified copy means a document that has been certified as a true copy of an original document. Certified extract means an extract that has been certified as a true copy of some of the information contained in a complete original document by one of the persons described in the sub-paragraphs below. People who can certify documents or extracts are: a lawyer - a person who is enrolled on the roll of the Supreme Court of a State or Territory, or High Court of Australia, as a legal practitioner (however described); a judge of a court; a magistrate; a chief executive officer of a Commonwealth court; a registrar or deputy registrar of a court; a Justice of the Peace; a notary public (for the purposes of the Statutory Declaration Regulations 1993); a police officer; a postal agent - an agent of the Australian Postal Corporation who is in charge of an office supplying postal services to the public; a permanent employee of The Australian Postal Corporation with 2 or more years of continuous service who is employed in an office supplying postal services to the public; an Australian consular officer or an Australian diplomatic officer (within the meaning of the Consular Fees Act 1955); an officer with 2 or more continuous years of service with one or more financial institutions (for the purposes of the Statutory Declaration Regulations 1993 ); a finance company officer with 2 or more continuous years of service with one or more financial companies (for the purposes of the Statutory Declaration Regulations 1993 ); an officer with, or an authorised representative of, a holder of an Australian financial services licence, having 2 or more continuous years of service with one or more licensees; and an accountant - a member of the institute of Chartered Accountants in Australia, CPA Australia or the National Institute of Accountants with 2 or more years of continuous membership. The eligible certifier must include the following information: their full name; telephone number; address; the date of certifying; capacity in which they are eligible to certify; and an official stamp/seal if applicable. The certified copy must include the statement, “I certify this is a true copy of the original document”. For photographic documents, the certified copy must include the statement, “I certify this is a true copy of the original document and the photograph is a true likeness”. Documents that are written in a language that is not English must be accompanied by an English translation prepared by an accredited translator. Auscap Long Short Australian Equities Fund Information Memorandum - 50 Auscap Long Short Australian Equities Fund Information Memorandum - 51 SOPHISTICATED OR PROFESSIONAL INVESTOR CERTIFICATE If you are investing less than $500,000 you will need to complete this form or submit an equivalent qualified accountant’s certificate to satisfy the Trustee that you are a wholesale client/sophisticated investor To: Auscap Asset Management Limited Please: Complete Section 1; and Complete Section 2 – either complete Option B and have your accountant sign it OR complete Option A ; and Sign and Date Section 3 SECTION 1: INVESTOR DETAILS Full given name(s) or Company name Surname Residential address if an individual or company registered office address (PO Box is NOT acceptable) Street Suburb State Postcode Telephone Fax Email Country I acknowledge that: (a) this Certificate is given to Auscap Asset Management Limited to determine whether it is able to make certain offers of financial products to me in compliance with the Corporations Act 2001 (Cth); (b) offers of interests in managed investment schemes made to me by Auscap Asset Management Limited may be made on the basis of this certificate; (c) I may be required to observe certain selling restrictions in Australia in relation to interests in managed investment schemes offered to me as a registered Sophisticated Investor; (d) If I have completed Section 2 Option A, Auscap Asset Management Limited is authorised to send the renewal certificate to my certified accountant on my behalf; and (e) I may only act as principal. SECTION 2: CERTIFICATION OPTION A: Professional Investor Category I certify that I am (tick whichever box is applicable): A person who controls at least $10 million (including any amount held by an associate or under a trust that the person manages) for the purpose of investment in securities; or A person who is a licensed or exempt dealer and is acting as principal. License No.:________________________; or A regulated superannuation fund, an approved deposit fund, a pooled superannuation trust, or a public sector superannuation scheme within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cth) if the fund, trust or scheme has net assets of at least $10 million. Details of the Managed Fund or Superannuation Fund/Trust/Scheme (block letters please) Name Address Street Suburb State Postcode Telephone Fax Email Country NOTE: Auscap Asset Management Limited may require independent verification of your professional investor status. Auscap Long Short Australian Equities Fund Information Memorandum - 52 OPTION B: Qualified Accountant’s* Certification Details of the Qualified Accountant* (block letters please): Accountant’s name Name of firm Address Street Suburb State Postcode Telephone Fax Email Country I certify that the following is true and correct in every particular: (a) I am a qualified accountant* within the meaning of section 9 of the Corporations Act 2001; (c) This certificate is given for the purpose of section 708(8)(c) of the Corporations Act 2001; and (b) (d) Signature This certificate is given at the request of the investor described in Section 1 of this certificate (“Investor”); The Investor has: Net assets of at least $2,500,000; or A gross income for each of the last two (2) financial years of at least $250,000 a year. Name and title (block letters please) Date * “Qualified accountant" means a member of a professional body that is approved by ASIC in writing for the purpose of the definition. ASIC has indicated that it will approve any member of: (a) (b) (c) The Australian Society of Certified Practicing Accountants ("ASPCA"), who is entitled to use the post-nominals "CPA" or "FCPA", and is subject to and complies with the ICAA's continuing professional development requirements; The Institute of Chartered Accountants in Australia ("the ICAA"), who is entitled to use the post-nominals of "CA", "ACA" or "FCA", and is subject to and complies with the ICAA's continuing professional education requirements; or The National Institute of Accountants ("the NIA"), who is entitled to use the post-nominals "MNIA" or "FNIA", and is subject to and complies with NIA's continuing professional education requirements. SECTION 3: INVESTOR’S SIGNATURE I declare that I have read and understood this form, and that the information set out is true and correct. Please sign below: Signature Name of investor (block letters please) Date POST, FAX OR EMAIL THIS FORM Please post the completed certificate to: White Outsourcing Pty Ltd, Attention: Auscap Fund Unit Registry, GPO Box 5482, Sydney NSW 2001 Alternatively you can fax this form to (02) 9221 1194 or scan and email this form to registry@whiteoutsourcing.com.au. Auscap Long Short Australian Equities Fund Information Memorandum - 53 This page has intentionally been left blank Auscap Long Short Australian Equities Fund Information Memorandum - 54 ADDITIONAL APPLICATION FORM Auscap Long Short Australian Equities Fund This form should be used by existing Unitholders provided your details have not changed. Investor Number Investor Name 1. AMOUNT OF ADDITIONAL INVESTMENT Please indicate how much you wish to invest $AUD Please note the minimum additional investment amount is $100,000.00. Please make payment net of all bank charges. Only net amount received will be invested in the Fund. 2. PAYMENT DETAILS Please tick the box to advise how your payment will be made: Cheque – Please make payable to: Electronic Funds Transfer (EFT) to : Auscap Asset Management ATF Auscap Long Short Australian Equities Fund Bank: BSB: Account Number: Account Name: Reference: ANZ 012 006 836165921 Auscap Asset Management ATF Auscap Long Short Australian Equities Fund (Investor Name/Unitholder number) IMPORTANT: All EFT payments must be accompanied by a notification email to registry@whiteoutsourcing.com.au in order to ensure that the investor account is properly credited. 3. CONTACT DETAILS Contact Name Contact Number 4. DECLARATION AND AUTHORISATION Please make sure you have completed the section above. In signing, I/we authorise that these instructions be made on my/our behalf and acknowledge that this form is provided on the basis that the Trustee will effect it according to the terms and conditions of the current Information Memorandum. Signature Name and title of signatory (block letters please) Date Signature Name and title of signatory (block letters please) Date 5. POST, FAX OR EMAIL THIS FORM Please post this completed form with your cheque (if applicable) to: White Outsourcing Pty Ltd, Attention: Auscap Fund Unit Registry, GPO Box 5482, Sydney NSW 2001 Alternatively you can fax this form to (02) 9221 1194 or scan and email this form to registry@whiteoutsourcing.com.au. Note: If you funding the application via cheque you’ll need to post the documents to us. No investment will be allocated to an investor until both funds, and a valid application form and identification documents (where applicable), have been received by the Administrator. Auscap Long Short Australian Equities Fund Information Memorandum - 55 This page has intentionally been left blank Auscap Long Short Australian Equities Fund Information Memorandum - 56 REDEMPTION REQUEST FORM Auscap Long Short Australian Equities Fund Please complete in black or blue pen and use CAPITAL letters. Fund Name: 1. INVESTOR DETAILS Investor Name: Investor Number: Contact Details Contact name: Contact phone: Contact email: 2. REDEMPTION AMOUNT (PLEASE SELECT ONE) Full Redemption – please proceed to section 3 Partial Redemption – Amount to redeem OR $AUD Units to redeem UNITS The minimum redemption amount is $50,000 (Australian dollars), subject to the minimum balance of $250,000 being maintained If a Unitholder's request for a redemption would result in the value of the Unitholder's Units being less than the minimum investment amount of $250,000, then the Trustee may treat the request as being a full redemption Unit Series from which you wish to redeem*: * If you have an investment in more than one Unit Series, please nominate the specific Unit Series from which you wish to redeem your Units. Otherwise, Units from the first series of Units issued to you will be the first Units redeemed. 3. PAYMENT OF REDEMPTION PROCEEDS (PLEASE SELECT ONE ONLY) Pay into the account previously advised - please proceed to the next section 4 Pay redemption proceeds into following account - please provide details below IMPORTANT INFORMATION: Additional security checks to verify bank account changes will be performed before the payment of your redemption proceeds if the bank account provided does not match the bank account that is currently recorded in our records under your investment, or if you have changed your bank account details. Bank Branch Name BSB Account Number Account Name Auscap Long Short Australian Equities Fund Information Memorandum - 57 4. AUTHORISATION I/we instruct White Outsourcing Pty Ltd to effect the redemption in accordance with the completed instructions set out above. Signature Signature Print Name Print Name Title (circle) Date Individual / Sole Director/ Director/ Trustee Title (circle) Date Individual / Sole Director/ Director/ Trustee 5. COMPLETED FORM Please post this completed form to: White Outsourcing Pty Ltd, Attention: Auscap Fund Unit Registry, GPO Box 5482, Sydney NSW 2001 Alternatively you can fax this form to (02) 9221 1194 or scan and email this form to registry@whiteoutsourcing.com.au. Auscap Long Short Australian Equities Fund Information Memorandum - 58 CONTACT DETAILS OF THE FUND Administration Office All Application Forms and Redemption Requests should be directed to the Auscap Fund Administrator’s office as follows: Postal Address: White Outsourcing Pty Limited Attention: Auscap Fund Unit Registry GPO Box 5482 Sydney NSW 2001 Telephone: +61 2 8262 2800 Facsimile: +61 2 9221 1194 Email: registry@whiteoutsourcing.com.au Other Fund enquiries Any enquiries about an investment in the Fund and all other enquiries regarding the Fund, including requests for additional copies of the Information Memorandum or a copy of the Constitution should be directed to the following: Street Address: Auscap Asset Management Re: Auscap Long Short Australian Equities Fund Level 24, 9 Castlereagh St Sydney NSW 2000 Telephone: +61 2 8005 8120 Email: info@auscapam.com Website: www.auscapam.com Auscap Long Short Australian Equities Fund Information Memorandum - 59 Auscap Asset Management Limited Level 24, 9 Castlereagh St Sydney NSW 2000 Auscap Asset Management Limited ACN 158 929 143 AFSL 428014