SOCIAL IMPACT INVESTMENT FOR SUSTAINABILITY FUND · SIA holds AFS Licence number 339844 which authorises it to, among other things, operate and manage the Fund. As a group, we design

SOCIAL IMPACT INVESTMENT FOR SUSTAINABILITY FUND

Information Memorandum

2

SOCIAL IMPACT INVESTMENT FOR SUSTAINABILITY FUND Information Memorandum

Issuer: Social Investment Australia Ltd (ACN 127 962 976 | AFS licence number 339844)

Information Memorandum dated 31 August 2016

3


Contents

Information Memorandum 1

Important Notice 4

Directory 5

1 An Invitation 6

2 Offer Summary 7

3 About us 10

4 Investing in Victorian Social Enterprises 10

5 Lending Process & Criteria 12

6 Investing in the Fund 14

7 Withdrawing from the Fund 16

8 Risk factors 17

9 Fees and Costs 18

10 Additional Information 20

11 Glossary 22

12 Application Instructions and Forms 24

4


Important Notice Information Memorandum

The Interests in the Sustainability Impact Investment for Sustainability Fund (Fund) offered under this Information Memorandum are issued by Social Investment Australia Ltd (SIA) ACN 127 962 976, AFS Licence No. 339844 in its capacity as trustee.

In this document, the description ‘we’, ‘us’ or ‘our’ refers to SIA. The description ‘you’, ‘your’, ‘they’, ‘their’ and ‘them’ are references to prospective Investors in the Fund.

General advice warning

This Information Memorandum contains important information about the Fund, but it does not take into account your investment objectives, financial situation or particular needs. Before making any decision based upon information contained in this Information Memorandum, you should read it carefully in its entirety, and consider consulting with a financial adviser and/or tax adviser.

Excluded offer

This document is not a product disclosure statement and the regulated fundraising requirements of the Corporations Act do not apply to the offer of Interests in the Fund.

An investment in the Fund is restricted to those persons that are considered ‘wholesale clients’ under the Corporations Act (including those persons who satisfy one of the requirements under sections 761G or 761GA of the Corporations Act) or to those persons to whom the regulated fund raising provisions of the Corporations Act do not apply.

Jurisdiction and distribution

This Information Memorandum has been prepared to comply with the requirements of the laws of Australia. No Interests are offered to any person whose registered address is outside of Australia unless we are satisfied that it would be lawful to make such an offer. The distribution of this Information Memorandum in jurisdictions outside of Australia may be restricted by law and persons who come into possession of this Information Memorandum should seek their own advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Information Memorandum does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

This Information Memorandum is available in electronic format, including access via our website. If you receive it electronically, please ensure that you have received the entire Information Memorandum and the Application Form. If you are unsure whether the electronic document you have received is complete, please contact us. A printed copy is available free of charge.

Images and amounts

Dollar amounts are expressed in Australian dollars. Unless otherwise stated, photos, drawings or artist impressions in this Information Memorandum are not of assets of the Fund.

Accuracy and updates

This Information Memorandum does not purport to be complete, accurate or contain all information that recipients may require to make an informed assessment of whether to invest in the Fund. Information contained in this Information Memorandum may change from time to time. If there is a material adverse change, then a supplementary or replacement information memorandum will be issued.

Forward-looking statements

This Information Memorandum contains forward-looking statements relating to future matters which are subject to known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Fund or a Sub-fund to be materially different from those expressed or implied by such statements.

Forward looking statements are not guarantees of future performance and we do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Information Memorandum will actually occur. Prospective Investors are cautioned not to place undue reliance on these forward-looking statements.

Past performance statements

Any information in this Information Memorandum that relates to past performance is not a reliable indicator of future performance.

No performance guarantee

No person, company or entity makes any promise or representation or gives any guarantee as to the performance or success of the Fund or a Sub-fund, the repayment of capital or any particular rate of interest/income or capital return for the Fund or a Sub-fund.

Investment risk

Before investing, recipients should be aware of the risks associated with an investment in the Fund and each Sub-fund. Recipients should independently verify the material contained in this Information Memorandum (and in each Supplementary Information Memorandum for each Sub-fund) and must rely on their own enquiries and seek professional advice as to the wisdom, or otherwise, of an investment in the Fund and as to the accuracy and completeness of this Information Memorandum.

Defined terms

Certain terms used in this Information Memorandum are defined in the Glossary in Section 11.

Foresters Community Finance Ltd

SIA is a subsidiary of Foresters Community Finance Ltd (Foresters). Shares in SIA are owned by Foresters and Interfinancial Corporate Finance Limited. Foresters has been delivering community finance and Social Investment in Australia for more

than 20 years, in particular addressing financial exclusion through research, Community Asset Building strategies and investment opportunity identification.

Foresters is an accredited B Corporation. Foresters was inspired to become part of the B Corp global community because of the shared values of using business for the power of good and shared prosperity. Our purpose in financial inclusion and impact investment fill voids created by the mainstream and we are striving to close those gaps.

5


Directory

Trustee Social Investment Australia Ltd

ACN 127 962 976 AFS licence number 339844

35 Brookes Street Bowen Hills QLD 4006

Phone 07 3851 8050 Fax 07 3257 0291 Email [email protected] www.foresters.org.au

Directors David Quinn-Watson Sharon Doyle Karen Smith-Pomeroy Ted Marchant Simon Brodie

Foresters Foresters Community Finance Ltd

ACN 087 649 296

35 Brookes Street Bowen Hills QLD 4006

Phone 07 3851 8050 Fax 07 3257 0291 Email [email protected] www.foresters.org.au

6


1 An InvitationDear Investor

Consistent with its Friendly Society origin in 1852, Foresters Community Finance Ltd (Foresters) has been committed to helping communities to help themselves through the provision of fair and accessible community finance for the past 160 years. Social Investment Australia Ltd (SIA), the capital management arm of Foresters, is focused on creating and managing mainstream investment funds to achieve the Social Enterprise and community development outcomes envisioned by Foresters.

Building the strength of Social Enterprises is a core focus for the Foresters group of companies. Our community finance products support Social Enterprises to develop financial resilience, extend delivery of their products and services, and improve performance. Further, as these Social Enterprises mature the Fund will enable them to invest in their own asset base, building their financial strength over the long term. Our careful assessment process screens Social Enterprises to identify their capacity to deliver on their goals and objectives. We then support them to build capacity and help to shape the investment proposition. The result is a unique blended value investment opportunity for both Investors and Social Enterprises.

The Fund has been established in conjunction with Sustainability Victoria to support its Social Impact Investment for Sustainability Program. This innovative arrangement will involve a combination of grants and low interest loans to assist Social Enterprises to create new jobs and training opportunities, achieve social benefits, respond to climate change, avoid and recover waste, and improve resource efficiency in the Victorian community.

Investment in the Fund is suitable for those people who are seeking both a financial and social return by recognising the social value inherent in the Social Enterprise development objectives of the Fund. Concomitantly, the Fund is also for those people whose decision to invest is motivated by more than just financial return. We aim to ensure capital is preserved while achieving market competitive returns for Investors – when the financial and social returns are considered.

Yours Sincerely

Board of Directors Social Investment Australia Ltd

7


2 Offer Summary The key features and benefits set out in this section are a summary only. You should read the Information Memorandum in full.

Feature Summary Reference

About us Social Investment Australia Ltd (SIA) is a subsidiary of Foresters Community Finance Ltd (Foresters). Shares in SIA are owned by Foresters and Interfinancial Corporate Finance Limited (Interfinancial).

Foresters is a Community Development Finance Institution committed to financial solutions that focus on creating financial inclusion for low income individuals, non-profits and Social Enterprises.

SIA holds AFS Licence number 339844 which authorises it to, among other things, operate and manage the Fund. As a group, we design and develop Social Investment products to enable us to achieve our broader vision of enabling the flow of traditional investment capital to achieve sustainable Social Impact.

InterFinancial is one of the leading corporate advisory firms in Australia, with over 20 years’ experience. InterFinancial works with enterprises of all sizes and are the Australian partners of international merger and acquisition advisors, Clairfield International. InterFinancial offers independent advisory services in mergers and acquisitions, sourcing private equity capital and strategic financial advice.

Section 3

The Fund The Fund is an unregistered contributory mortgage scheme known as the ‘Social Impact Investment for Sustainability Fund’ and has been established in conjunction with Sustainability Victoria to support the delivery of the Social Impact Investment for Sustainability Program.

The Fund provides qualifying Victorian Social Enterprises access to affordable and appropriate finance products, in conjunction with a grant from Sustainability Victoria.

The Fund aims to offer Investors a range of opportunities to support the development of Investment-Ready Social Enterprises and is designed to create new jobs and training opportunities, achieve social benefits, respond to climate change, avoid and recover waste, and improve resource efficiency in the Victorian community.

Section 6

How the Fund works

The Fund consists of the Fund Cash Account and a number of Sub-funds. A Sub-fund contains a Loan and may have more than one Investor.

Your entitlement to income and capital is based on your proportionate investment in the Fund Cash Account and each Sub-fund in which you have invested. You have no right to the income or capital of any Sub-funds in which you have not invested.

Section 6.1

How to Invest To invest you must complete and lodge the Application Form with us having selected either:

› Specific Investment Authority, whereby you select Sub-fund investments of your choice by completing a Consent Form for each Sub-fund; or

› General Investment Authority, whereby you authorise us to select Sub-fund investments on your behalf. You have 10 Business Days to notify us in writing if you do not wish to proceed with a particular Sub-fund.

Section 6.2

Upon acceptance of your application, you will be issued Interests in the Fund and your Application Money will be invested in the Fund Cash Account and will begin to earn interest immediately.

We will forward you Supplementary Information Memorandums (SIMs) detailing the investment opportunity in each Sub-fund as they open for investment.

All proceeds from each Sub-fund, including principal and interest, will be automatically reinvested into the Fund Cash Account where you are able to withdraw the funds or reinvest in further Sub-funds.

8



Term of investment

The investment term of each Sub-fund is matched to the underlying Loan term, which can be up to five (5) years. Investment terms relating to individual Sub-funds will be disclosed in each SIM.

Section 5

Investment return Your investment returns are based on the specific income of the Sub-funds in which you are invested together with interest earned on any money held in the Fund Cash Account. You have no right to the income or capital of Sub-funds in which you are not invested.

Section 6

Loan terms Most Loans are structured on a principal and interest repayment basis to the Borrowers. Any principal repaid on a Loan will be distributed to you and held in the Fund Cash Account.

The terms of each Loan will be set out in the SIM for the relevant Sub-fund.

Section 5

Interest rate Interest rates payable in relation to each Loan are negotiated with each Borrower and usually fixed for the term of the Loan. The rate of interest paid to each Sub-fund will vary, depending on a range of factors, including nature of the business, type of loan, term and security provided.

The interest rate that applies to the Loan will be shown in the SIM for the Sub-fund which you will receive before your funds are allocated to the investment.

Section 5

Withdrawals While your funds are held in the Fund Cash Account, you may withdraw your money by giving us two Business Days’ written notice (unless your funds have been allocated to a Sub-fund). Withdrawals are processed at the end of each quarter and then paid within 15 Business Days.

IMPORTANT: Funds invested or allocated to a Sub-fund cannot be withdrawn prior to the underlying Loan being repaid or the Loan being formally extended. However, you may be able to transfer your Interest in a Sub-fund to another Investor. An administration fee will be incurred for facilitating a transfer of Interest in a Sub-fund.

Section 7

Distributions Distributions are automatically reinvested into the Fund Cash Account where they can be withdrawn at the Investor’s discretion.

Section 6.7

Key risks The key risks associated with an investment in the Fund include:

› loan default;

› reduction in value of secured assets;

› breach of borrowing covenants;

› economic, policy and legislative risk;

› there is no pooling of risks for Investors across the Fund;

› concentration of risk within a Sub-fund which may expose Investors to only one asset.

The SIM for each Sub-fund may disclose additional risks specific to a Loan.

The Fund offers investments in selected Sub-funds which provide less diversification of investment income than you may obtain from a pooled mortgage fund.

Section 8

Minimum investment amount

$50,000 and further increments must be in multiples of $5,000. Section 12.1

Additional investments

Additional investments in the Fund may be made in multiples of $5,000 by completing an Additional Investment Form (which is available from our website).

Section 12.1

Who can invest? Any person, including individuals or other entities (such as a company, partnership, family trust or self-managed superannuation fund) may invest in the Fund. However, an investment in the Fund is restricted to those persons that are considered ‘Wholesale Clients’ under the Corporations Act.

Section 6.8

9



Fees and other costs

There are no entry or exit fees. SIA is entitled to ongoing management fees for managing the Fund.

Section 9

Taxation You are responsible for obtaining your own professional taxation advice in relation to investing in the Fund.

Investor reporting You will receive confirmations of the following:

› your investment in the Fund;

› the allocation of your investment funds to each selected Sub-fund; and

› any withdrawals processed.

In addition, transaction statements will be sent to you in January and July each year for the previous six-month period.

Section 10.4

Complaints We have complaint resolution procedures in place to deal with any complaints by Investors. Section 10.11

10


3 About usSocial Investment Australia Ltd (SIA) is a subsidiary of Foresters Community Finance Ltd (Foresters). Shares in SIA are owned by Foresters and Interfinancial Corporate Finance Limited (Interfinancial).

Foresters is a leading Australian Community Development Finance Institution (CDFI). CDFIs are independent socially focused organisations that use community finance and social investment to service and support people, Social Enterprises and community organisations that are underserved or excluded from mainstream financial services. CDFIs respond to financial exclusion because of the inability of traditional financial and capital markets to respond effectively to the needs of these individuals, groups and organisations.

Foresters have been delivering community finance and social investment solutions in Australia for more than 20 years, in particular addressing financial exclusion through:

› Research and publication – research focused on understanding the opportunities for social innovation across market segments

› Training – developing the financial literacy of Social Enterprises in support of social innovation and asset building strategies within market segments

› Advisory services – a whole of organisation assessment of a Social Enterprise’s financial capacity, legal, governance and business operations, leading to the development of Community Asset Building strategies designed to improve financial sustainability

› Consultancy – offering specialised knowledge, facilitation and project management services for targeted community asset outcomes

› Investment opportunity identification – identifying, researching and qualifying the opportunity for sustainable Social Impact investments to act as a solution for financial exclusion using traditional market metrics

› Impact analysis – reviewing, measuring and reporting on Social Impact outcomes through Social Impact Investment.

SIA makes up one of a number of companies in the Foresters group, each established to achieve the collective vision of Foresters. SIA holds AFS licence number 339844, which authorises it to, among other things, establish and operate the Fund. SIA designs and develops Social Investment products to assist Foresters achieve its broader vision. Together with Foresters, we seek to create financial inclusion for Social Enterprises, community organisations and individuals who are underserved or excluded from mainstream financial markets. This is achieved through a range of enterprise development and Community Asset Building strategies that focus on building financial sustainability and increased Social Impact.

Refer to www.Foresters.org.au for details of directors and executive staff of both companies.

InterFinancial is one of the leading corporate advisory firms in Australia, with over 20 years’ experience. InterFinancial works with enterprises of all sizes and are the Australian partners of international merger and acquisition advisors, Clairfield International. InterFinancial operates with integrity, providing honest and independent advice to develop innovative solutions and build long-term value for its clients. InterFinancial offers independent advisory services in mergers and acquisitions, sourcing private equity capital and strategic financial advice.

4 Investing in Victorian Social Enterprises

4.1 Sustainability VictoriaSustainability Victoria is a Victorian government statutory authority established under the Sustainability Victoria Act 2005 (Vic). Sustainability Victoria’s statutory objective is to facilitate and promote environmental sustainability in the use of resources.

Sustainability Victoria is committed to helping communities take action on climate change and the Social Impact Investment for Sustainability Program (Program) provides an opportunity for Sustainability Victoria to deliver on this commitment.

The Program is an initiative of the Victorian Government through Sustainability Victoria and has been developed in collaboration with Foresters, a financial services company which specialises in providing innovative loans to individuals, Social Enterprises and non-profit organisations to improve their financial capacity and resilience. The Fund has been established to assist Sustainability Victoria achieve the objectives of the Program.

4.2 Social Impact Investment for Sustainability ProgramThe Program provides financial assistance to existing, Investment-Ready Social Enterprises and is designed to create new jobs and training opportunities, achieve social benefits, respond to climate change, avoid and recover waste, and improve resource efficiency in the Victorian community. The environmental and social outcomes must be of an ongoing nature across part of the community or economy, not a one-off activity or project for one organisation, small group or individual.

This innovative program provides funding as a combination of grant and low interest loan. Sustainability Victoria will provide seed capital for the Fund and funds returned to Sustainability Victoria through repaid loans will be reinvested in the Fund and the Program to continue its support of Social Enterprises. Sustainability Victoria may decide (in its discretion) not to continue its investment in the Fund or the Program. At the date of this Information Memorandum, it is intended that the Program will continue until the funding is fully subscribed.

Investment-Ready Social Enterprises can apply for up to $200,000 as a combination grant and low interest (2.5%) loan to scale up (i.e. expand) their operations, as follows:

› Grant – The grant will be provided to Social Enterprises to purchase and install, commission or upgrade infrastructure or equipment which must be completed within 12 months of signing the grant funding agreement. The grant amount will not exceed 50% of the total amount of funding provided to the Social Enterprise. The Social Enterprise is required to match the amount of the grant funding.

› Loan – The low interest loan will generally have a repayment period of three to five years. Details of the loan term will be set out in the SIM issued for each Sub-fund. The loan can be used to purchase install, commission or upgrade infrastructure or equipment that meet the criteria of the Program or be used for operating costs, with some exceptions.

http://www.foresters.org.au

11


The Program is merit-based and involves two stages – an Expression of Interest (EOI) which is assessed by Sustainability Victoria, followed by a comprehensive financial assessment conducted by Foresters. The amount of funding allocated may be negotiated with successful applicants based on the applicant’s capacity to repay the loan.

Sustainability Victoria reserves the right to implement a competitive process should the Program be oversubscribed.

EOI applications will be collated by Sustainability Victoria for assessment at regular intervals. We expect this will be every three to four months, however, applications may be assessed sooner at Sustainability Victoria’s discretion.

4.3 Social EnterprisesSocial Enterprises – are organisations that:

› are led by an economic, social, cultural, or environmental mission consistent with a public or community benefit;

› trade to fulfil their mission;

› derive a substantial portion of their income from trade; and

› reinvest the majority of their profit/surplus in the fulfilment of their mission.

Social Enterprises offer triple bottom line benefits:

› Economic – creating businesses and local jobs;

› Environmental – e.g., recovering resources from waste, improving energy efficiency;

› Social – providing training and jobs to disadvantaged people such as the long term unemployed or people with disabilities in their local area.

The entrepreneurial approach of Social Enterprises promotes innovation in finding solutions to social and environmental problems. Due to their social purpose, Social Enterprises typically respond to market failure or tend to persist in narrow markets for longer than their commercial counterparts (including in rural or regional locations).

The Social Enterprise model also provides the opportunity for long-term financial viability of Social Enterprises through trade, without ongoing reliance on government grants or philanthropic support.

Growing waste in landfill continues to be an issue for Victoria. Resource recovery activities are attractive for Social Enterprises since they offer work which can be undertaken by people with disabilities or who are low-skilled. A number of waste materials are already exported outside Australia for reprocessing. This industry represents an opportunity for Victorian Social Enterprises to create jobs to reprocess materials here.

There are also Victorian Social Enterprises currently working on energy (such as transition to renewable energy and energy efficiency), resource recovery and food security (as a response to climate change) who need funding and support to expand their work.

The Fund will provide Social Enterprises in this sector with access to structured finance solutions. The SIM issued for each Sub-fund will provide details of the Social Enterprise, including details of the programs the Social Enterprise has implemented, along with the terms of the Loan.

4.4 Purpose of the FundThe Fund has been established in conjunction with Sustainability Victoria to support the delivery of the Program. Grants provided by Sustainability Victoria may be provided in conjunction with loans.

To access finance, Social Enterprises undergo an ‘Investment-Ready’ assessment process as part of our assessment of their application (see Section 5.2). In providing access to structured finance, the Fund provides benefits to Social Enterprises in the form of:

› access to loan capital required to pursue enterprise strategies;

› the opportunity to embark on asset building strategies, with the potential to add real wealth to the balance sheet of the Social Enterprise;

› confidence to embark on strategies for growth and development; and

› a professional, socially minded financier.

The Fund aims to provide Investors with access to a range of lending opportunities exclusively serving the Victorian Social Enterprise sector in connection with the Program. We employ a structured approach to investment management and require all investments of the Fund to comply with the Fund’s Lending Policy.

4.5 Contractor Services AgreementForesters and Sustainability Victoria have entered into a Contractor Services Agreement under which Foresters will manage the Program in collaboration with Sustainability Victoria. Under the terms of the agreement, Foresters is responsible for the following:

› Establishment of the Fund.

› Assessment and approval of funding applications.

› Management of the Program and reporting outcomes to Sustainability Victoria.

Under the terms of the agreement, Sustainability Victoria pays Foresters a fee to implement the Program. The obligations under the agreement are incorporated into the Constitution to ensure the Trustee operates the Fund in accordance with the agreement.

12


5 Lending Process & Criteria

5.1 Investment CommitteeAll loans made by the Fund must be approved by SIA’s investment committee (Investment Committee).

The Investment Committee operates under a charter that requires at least two members to be independent of management and one member of the committee to be appointed by the board of SIA to represent the social mission of Foresters.

The Investment Committee monitors the Fund’s lending activities to ensure that they continually comply with the Fund’s objectives and lending criteria.

5.2 Borrower eligibility criteriaTo be eligible for funding (including a grant and Loan), applicants must satisfy the criteria in Sustainability Victoria’s Program, which includes the following:

› be a Social Enterprise as defined by Sustainability Victoria (refer to Section 4.3);

› have a current Australian Business Number (ABN);

› have been operating for at least one year;

› create new jobs and/or training opportunities in Victoria;

› provide social benefits within Victoria;

› deliver on one or more of the following environmental outcomes of an ongoing nature across part of the Victorian community or economy (not a one-off activity or project for one organisation, small group or individual):

› a new product or service to assist communities to respond to climate change;

› improved resource efficiency (energy or materials);

› reduced priority waste to landfill – by recovering resources or avoiding waste; or

› increased use of renewable energy;

› have not had any Environment Protection Authority (EPA) or Victorian WorkCover Authority violations in the past five years, or any such breaches deemed unacceptable by Sustainability Victoria;

› complete the grant funded initiative within 12 months of signing a funding agreement;

› repay the Loan within three to five years;

› implement the funded activities in Victoria; and

› agree to comply with Sustainability Victoria’s and Foresters’ terms and conditions.

5.3 Finance approval processThe finance approval process will include the following steps:

› confirmation of eligibility by Sustainability Victoria;

› completion of application forms;

› borrower to supply supporting information including business plan, audited financial reports and financial forecasts;

› review of supporting information by Foresters including serviceability and any security suitability assessment;

› preparation of formal loan submission and internal reviews;

› approval by the Investment Committee;

› letter of offer sent to borrower outlining loan terms for acceptance and return;

› preparation of documentation prepared on payment of fees and sent to borrower for execution and return;

› settlement of loan.

5.4 Lending policyFinance is only provided where a Social Enterprise applicant meets the requirements of the Fund’s lending policy and Sustainability Victoria’s criteria. Details of the terms of each Loan will be outlined in the SIM issued for the Sub-fund. The following is an overview of the Fund’s lending policy:

› Loans must be secured by tangible or intangible assets acceptable to Foresters on a case by case basis. Independent valuation or appraisal of asset value may be required to be obtained. Independent verification of purchase cost of any physical asset will be sufficient in the case of finance approved to assist in the acquisition of those physical assets.

› A legal charge or lien may be taken over any purchased property or item through a ‘General Security Agreement’ with the borrower to secure the Fund’s interest.

› Loans to the same group or interrelated entities may be cross-collateralised (i.e. all secured assets will be available to secure all loans) with interlocking guarantees.

› Evidence of appropriate insurance cover (certificate of currency) of tangible assets offered as security with the Fund’s interest noted as mortgagee or interested party may be required on or before settlement of the loan and maintained during the term of the loan.

› An acceptable credit history report by a reporting agency acceptable to Foresters and confirmation of satisfactory past loan conduct are required for all applicants.

› Credit reports may also be required for directors, board or committee members executing documentation.

› We may acquire or sell loans to or from other lenders provided the loan meets the Fund’s lending policy and Sustainability Victoria’s criteria.

› We may enter into a joint or syndicated loan provided our rights in respect to the loan and first mortgage security rank equally or in priority.

› Borrowers will be required to make monthly repayments, unless we agree to other repayment schedules. Advance payments of principal including the early full repayment of a loan may also be authorised.

› Foresters currently have no redraw product (should such a product become available during the term of the loan then fees and or charges may apply).

› Fees and charges may apply to full early clearance of any loan based on any economic cost.

13


5.5 Interest payments The applicable interest rate for each Loan will be outlined in the SIM issued in respect of the Loan. The SIM will also detail any applicable security.

Interest rates are negotiated with each borrower and are usually fixed for the term of the Loan.

The rate of interest paid to each Sub-fund will vary, depending on a range of factors, including:

› nature of the business of the Social Enterprise;

› type of Loan, e.g., property or equipment finance;

› term of the Loan;

› security provided (if any); and

› the financial markets.

The borrower will generally have a right to either repay the Loan early, or to make partial repayments to reduce the Loan. In some situations, an early repayment fee may be payable by the borrower.

14


6 Investing in the Fund

6.1 OverviewThe Fund is an unregistered contributory mortgage managed investment scheme.

The Fund offers investment in selected Loans through Sub-funds. Each Loan approved by the Investment Committee and Sustainability Victoria is known as a Sub-fund and is separate from all other Sub-funds. The Investors in one Sub-fund are not exposed to the risks or returns of other Sub-funds. Each Investor contributes its funds to one or more Sub-funds.

As the Fund is not a ‘pooled fund’, your entitlement to income or capital is based only on your investment in a specific Sub-fund and you have no right to the income or capital of other Sub-funds in which you have not invested, other than any Interest that you may have in the Fund’s Cash Account.

6.2 Investment procedureSecuring membership of the Fund and the investment of your funds in a Sub-fund is completed in two stages.

Stage one: Application and registration

Stage one involves applying for registration and being accepted as an Investor of the Fund. To invest in the Fund simply complete the Application Form attached to this Information Memorandum and select either the ‘Specific Investment Authority’ option or ‘General Investment Authority’ option, and forward it to us with your investment funds (by cheque or direct deposit).

Upon the issue of Interests in the Fund, your funds will be deposited into the Fund Cash Account and you will then earn the applicable interest rate offered by the account until Stage two of the application and approval process.

You may make invest additional funds into the Fund at any time. You are simply required to complete an ‘Additional Investment Form’ and provide us with the additional investment funds.

Stage two: Investment selection and approval

Stage two involves us offering to you Sub-funds in which to invest. Once the Investment Committee has approved a Loan / Sub-fund, we will issue a SIM, providing details of the proposed Loan and investment terms.

The SIM contains details about the proposed Loan such as:

› Borrower and any guarantors;

› amount of the Loan;

› indicative commencement date of the Sub-fund;

› details of any security (if applicable);

› interest rate payable by the Borrower, including details how the interest is calculated and paid;

› fees payable by the Borrower;

› term of the Loan, including scheduled date of repayment; and

› any special provisions in the Loan.

The SIM may contain other information that is relevant to a Sub-fund, and you should read the SIM carefully, together with this Information Memorandum when making your decision to invest.

6.3 Processing applicationsApplications are generally processed within seven days. Prospective Investors are encouraged to ensure applications are completed correctly and all supporting documentation is provided.

Upon receipt of the Application Form and pending the issue of Interests to you, your Application Money will be held by SIA. Interest is not paid on Application Money for the period from receipt until the issue of Interests in the Fund has occurred.

Upon the issue of Interests in the Fund, your funds will be deposited into the Fund Cash Account and you will then earn the applicable interest rate until Stage two of the application and approval process is completed.

6.4 Cash Account Generally, cash investments earn a lower rate of return than other asset classes. However, cash also offers the lowest level of risk with smaller fluctuations in returns and while returns from a cash investment might be small, they are rarely negative.

Distributions of interest from the Fund Cash Account are calculated on or about the 26th day of each month and are automatically reinvested into the Fund Cash Account until each scheduled distribution date. The amount of the distribution you receive is calculated to reflect any pro-rata interest earned for the days invested in the Fund during the relevant distribution period. The applicable rates of interest for the Fund Cash Account are variable. We will inform you of the applicable interest rate on request.

All interest and proceeds from a Sub-fund, including repayment of principal and payment of interest on maturity of Loan, will also be automatically paid into the Fund Cash Account.

You may withdraw your funds from the Fund Cash Account by providing us with two Business Days’ written notice, unless your funds have otherwise been allotted to a Sub-fund. Under normal circumstances, we expect withdrawals will be satisfied within five Business Days.

6.5 Specific Investment Authority If you have selected the ‘Specific Investment Authority’ option, then you have requested the ability to select each particular Sub-fund to which your funds will be allocated.

You can approve the allocation of your funds to each Sub-fund by signing the Consent Form attached to the SIM for the relevant Loan and returning it to us by post or email. If approved, your funds will then be allocated to the selected Sub-fund and advanced to the Borrower when all Investors whose funds make up the required allocation to the Borrower have approved the allocation. If your investment in a Sub-fund is not approved for any reason, e.g., if a Sub-fund is over-subscribed, then your funds will remain in the Fund Cash Account.

15


6.6 General Investment Authority If you have selected the ‘General Investment Authority’ option, then you have given SIA full power to invest your funds in any Sub-fund. By providing us with a General Investment Authority you are foregoing your choice to select an investment among specific Sub-funds that may have different features, e.g., different interest rates, security arrangements etc.

After your funds have been selected by us to be applied to a Loan, we will provide you with the following:

› a notice advising you the amount of your funds allocated to the Sub-fund; and

› a copy of the SIM for the Sub-fund.

You are deemed to have received the notice and SIM three Business Days after it has been sent. You then have 10 Business Days from the date you are deemed to have received the notice and SIM to notify us in writing if you do not wish to proceed with a particular Sub-fund investment. You will be deemed to have consented to the investment in the Sub-fund if you do not notify us in writing of your desire not to proceed with a particular Sub-fund investment or if your written notice is received after the 10 Business Day notice period.

6.7 Distribution reinvestmentAll distributions from the Fund and any Sub-fund are automatically paid into the Fund Cash Account. This includes interest received on your funds held in the Fund Cash Account and any proceeds from a Loan, which includes the repayment of principal and payment of interest on maturity of a Loan.

6.8 Who can invest in the Fund? Investor types

Any person, including individuals or other entities (such as a company, partnership, family trust or self-managed superannuation fund) may invest in the Fund.

Eligible Investors

An investment in the Fund is restricted to those persons that are considered ‘wholesale clients’ under the Corporations Act or to those persons to whom the regulated fund raising provisions of the Corporations Act do not apply. To invest in the Fund, you are generally required to satisfy one of the following:

› invest at least $500,000 into the Fund. Please note, this option does not apply to Application Money that is sourced from superannuation;

› provide us with an Accountants Certificate that is no more than two years old confirming you (and/or any relevant entity you ‘control’) have at least $2.5 million in net assets or $250,000 of gross income for the last two financial years;

› confirm you are a ‘professional investor’, as that term is defined in the Corporations Act;

› provide a certificate from the holder of an AFS licence confirming you are a ‘sophisticated investor’.

Investment suitability

An investment in the Fund is typically suited to investors who:

› seek social returns on their investments;

› seek investment in specific loans;

› are looking to diversify their existing investment portfolio; and

› have an investment outlook of up to five years.

Some Loans offered for investment will not require the Borrower to make regular interest payments. Accordingly, investment in certain Sub-funds will not be suited to those investors who seek regular income payments.

Warning: SIA is not a financial planner or advisor. You should seek your own advice regarding the suitability of an investment in the Fund and each Sub-fund.

16


7 Withdrawing from the Fund

7.1 Withdrawals from the Fund Cash AccountWhile your funds are in the Fund Cash Account, you may withdraw the funds at any time with two Business Days’ notice in writing (unless your funds have been allocated to a Sub-fund). Withdrawals are processed at the end of each quarter and then paid within 15 Business Days.

If you redeem part or all of your Interests before the end of a distribution period, then you will receive a pro-rata distribution based on the number of days that your Interests are invested in the Fund Cash Account during the distribution period.

To withdraw funds from the Fund Cash Account, simply complete the ‘Withdrawal Form’. Incomplete withdrawal requests may not be accepted.

Withdrawal proceeds will only be paid to a nominated Australian financial institution account. Cheque and third party payments are not available.

7.2 No withdrawals from Sub-fundsThere is no right for you to withdraw from a Sub-fund.

Once your funds are allocated to a Sub-fund, your funds will only be available for withdrawal in the following circumstances:

› upon the repayment of funds by the Borrower at the expiration of the term of the Sub-fund; or

› on early repayment of funds by the Borrower; or

› prior to the expiration of the term of the Sub-fund at our discretion. We will only consider such withdrawal requests if and when there is available a replacement investor to take your place in the Sub-fund, and the replacement investor completes all documentation required by us.

You are not able to withdraw your funds from a Sub-fund where the Loan is in default. You may only withdraw your funds subject to the above, once the default has been rectified.

7.3 Specific Investment Authority If you selected the Specific Investment Authority option and you have signed the Consent Form for a Sub-fund, then your funds are deemed to have been allocated to that Sub-fund and you no longer have a right to withdraw those allocated funds from the Fund Cash Account or from the Sub-fund prior to the Loan being repaid or formally extended.

7.4 General Investment Authority If you selected the General Investment Authority option, you have 10 Business Days from the date you are deemed to have received the notice regarding the allocation of your funds and SIM for the Sub-fund to notify us in writing that you do not wish to proceed with a particular Sub-fund investment. You are deemed to have received the notice and SIM three days after we post or email it to you. If you provide a notification within the 10 Business Day period, your funds will remain in the Fund Cash Account and will be made available for re-investment in another Sub-fund unless you lodge a withdrawal request with respect to your funds held in the Fund Cash Account.

If we do not receive a valid written notification from you within this 10 Business Day notice period, then your funds will remain allocated and invested in the Sub-fund described in the SIM for the term of that Sub-fund.

7.5 Variation or extension of loan term For variation of the repayment date of a Loan, the Borrower must give us at least one month’s notice before the repayment date. Subject to the conduct of the Borrower having been satisfactory, we may make a written offer to the Borrower indicating the terms that we are prepared to extend the Loan. If the terms of the extension are accepted, then formal written variation of documents are prepared. Any costs associated with the extension (such as legal fees) are payable by the Borrower.

Upon the Borrower complying with our requirements for the variation of the Loan, a new SIM will be forwarded to all Investors in the Loan giving the revised details of the Loan and requesting their consent. Any Investor who does not wish to consent will have their funds paid back into the Fund Cash Account, where they will be able to be withdrawn.

If a Borrower indicates the Loan will be repaid or if we decline to renew the Loan, repayment of your investment may not be immediately available until the Loan is actually repaid.

7.6 Transferring your investment in a Sub-fund

There is no established secondary market for an Interest in a Sub-fund; however you may, with our consent, assign part or the whole of your Interest in a Sub-fund.

The assignment of your Interest must be in writing executed by you (as assignor) and the assignee in a form approved by us accompanied by any other documentation we require.

On giving consent to the assignment, we will make the necessary amendments to the Investor Register to reflect the change of ownership of the Interest.

A person becoming entitled to an Interest in a Sub-fund on the death, bankruptcy, liquidation, dissolution or other disability of an Investor may, on production to us of such evidence as we may reasonably require, be entered in the Investor Register.

We will provide you with the administrative assistance needed to assign your investment in a Sub-fund, including providing an appropriate form to document the assignment. Stamp duty may be payable by you on the assignment of your investment in a Sub-fund.

17


8 Risk factorsAll investments are subject to risks. As with any investment, there are a number of risk factors that could impact on the performance of the investment, should they occur. We seek to mitigate risks but cannot eliminate all risk nor can we guarantee the way we manage risk will always be successful.

We do not guarantee your capital or the interest payments by the Borrower.

We have conducted a risk analysis on the Fund and identified the following risk factors which we believe you should consider. While we have endeavoured to disclose all material risks, it should be noted the following list is not exhaustive, and should be treated as a general guide only. Prior to making a decision to invest in the Fund, you should carefully consider the risks detailed below, obtain your own independent advice and consider whether such an investment us suitable for you. SIMs may disclose additional risks specific to a Sub-fund.

Financial performance – the performance of the Fund and any Sub-fund (including any Loan), the repayment of capital or payment of any particular investment return is not guaranteed by us or our directors.

Distributions – the ability for the Fund to make distributions is contingent upon the payment of interest and principal by Borrowers of the Loans held within the relevant Sub-fund. There is a risk that if a Borrower defaults on a Loan, the Fund may not be able to pay some or all distributions. Investors should be aware that no distribution/interest is payable from the Sub-fund if no corresponding payment is received from the Borrower. The non-payment of distributions/interest to the Investor will continue until such time as the Borrower rectifies the default or any asset held as security is discharged either by way of sale or refinance by the Borrower or the secured asset (if applicable) is sold by us as mortgagee.

Capital risk and loan default – the risk that a Borrower is unable to meet its financial obligations under a Loan (such as payment of interest or repayment of principal) which results in a Loan going into default. This could be caused by a range of factors such as an adverse change in the Borrower’s source of income (e.g., a reduction of government funding), significant damage to the Borrower’s assets or changes in the general state of the Australian economy. If an asset being held as security is required to be sold to recover outstanding debt, Investors’ capital in that Sub-fund may be diminished if the sale fails to realise sufficient funds to satisfy the Loan balance and the capitalised interest and costs.

Unsecured lending – some Sub-funds offered for investment may be unsecured loans. Such Loans do not have any asset held as security to secure repayment of the principal and payment of interest under the Loan. Accordingly, such Loans are considered a higher risk compared to secured loans.

Loans in default – Borrowers may default under a Loan for a wide range of circumstances, such as changes in the general state of the Australian economy and reduction of government funding. When a Borrower defaults in payment of interest or principal, the interest payable on the Loan will generally accrue at a higher or penalty rate. In addition, other fees and costs may be charged to the Borrower, such as legal fees and selling expenses. This increases the amount of the debt owed by the Borrower.

We may also take action against the Borrower personally and against any guarantors.

In respect of a secured Loan, there may be delays before the secured asset can be sold. Legal default notices are required to be served, possession may need to be obtained and an auction scheduled for the secured asset.

Documentation – there is a risk that a deficiency in the documentation (such as documents and contracts associated with a Loan) could, in certain circumstances, adversely affect the return on an investment (e.g., if the loan agreement does not adequately address a certain circumstance or event occurring). We aim to mitigate this risk by arranging for the documentation for each Loan to be prepared or reviewed by experienced legal providers.

Non-diversification – each separate Sub-fund investment carries its own risks, including interest and capital risk. As an Investor, you have no right to the income and capital of any Sub-fund in which you have not invested. You may wish to spread your investment across multiple Sub-funds in order to mitigate this risk.

Liquidity – an investment in the Fund is illiquid and there is no right to withdraw your investment from a Sub-fund during the investment term. There is no established secondary market and we make no representation that an early withdrawal (including by way of transfer) is possible for any particular Sub-fund.

Taxation and laws – you are responsible for obtaining your own taxation advice (including income tax, capital gains tax and stamp duty implications) in relation to investing in the Fund and each Sub-fund. If the taxation treatment of the Fund or other government policies, regulations or laws were to change during the life of the Fund, then it may impact on the returns ultimately achieved by Investors.

Social Enterprise sector – the income profiles of Social Enterprises vary. The Loan assessment and establishment process undertaken for each Loan reviews and evaluates a range of factors, including the sources of income of Borrowers. However, a change in income sources for a Borrower (e.g., if a government ceases to pay a recurrent grant or reduces funding) may adversely affect the Borrower’s ability to pay interest and repay a Loan.

General risks – General risks affecting the performance or value of an investment in the Fund include but are not limited to:

› the reduction in the realisable value of the Fund’s assets as a result of economic, financial market or property industry specific factors;

› movements in interest rates and inflation;

› changes in government, monetary policies, taxation and other laws;

› natural or man-made disasters and acts of terrorism which are beyond our control.

18


9 Fees and CostsThis section shows the fees and costs that may be charged. These fees and costs are paid from your investment in the Fund or investment returns on your investment. We recommend you read all information regarding fees and costs as it is important to understand their impact on your Interest in the Fund.

Fee Amount How and when paid

Fees when your money moves in or out of the Fund

Entry fee Nil

Exit fees Nil

Early withdrawal fee

Greater of 1% of withdrawal amount or $750

Applicable only where an early withdrawal request (including by way of a transfer) is approved. Deducted from the amount of your investment withdrawn or transferred at the time the transaction is processed.

Management costs

Management fee Up to 1.4% pa of the value of the Sub-funds and the Fund Cash Account

This fee includes normal operating expenses and is deducted from the income received, paid monthly in arrears.

Extraordinary expense recoveries

At cost We may seek reimbursement for any extraordinary costs incurred on behalf of the Fund or a Sub-fund from time to time, paid as they are incurred.

Other fees

Investment switching or service fees

Nil Not applicable

Trustee removal fee

1.4% of the value of the Sub-funds and the Fund Cash Account

Payable in the event that we are removed (or a notice is issued to remove us) as trustee of the Fund. Payable on the day before removal is to take effect (or the date we receive notice of our proposed removal).

9.1 Early withdrawal feeIf we agree to facilitate an early withdrawal (including by way of a transfer), then we are entitled to receive an early withdrawal fee calculated as the higher of 1% of the amount of the investment withdrawn or transferred, or $750. This fee is deducted from the amount of your investment withdrawn at the time the transaction is processed.

This fee does not apply to funds withdrawn from the Fund Cash Account under normal circumstances.

9.2 Management feeIn consideration for managing the affairs of the Fund the Trustee is entitled to a fee of up to 1.4% p.a. of the value of the Sub-funds and the Fund Cash Account. The value of a Sub-fund is equal to all amounts outstanding on the underlying Loan of that Sub-fund, including unpaid principal and overdue interest. This management fee is deducted from the income received from the relevant Sub-fund and Fund Cash Account. The net interest income remaining is the investment return paid to Investors. The fee is payable monthly in arrears.

During the term of the Contractor Services Agreement (see Section 4.5), the management fee is not deducted from interest and other payments otherwise payable to Sustainability Victoria under a Sub-fund.

The Trustee is also entitled to charge time-based fees for services provided outside the normal operation of the Fund or the Sub-fund, such as time involved in defending or initiating legal proceedings. Consent from Sustainability Victoria is required for any such time-based fees for any Sub-fund in which it is an Investor.

19


9.3 Extraordinary expense recoveriesWhilst the operating expenses of the Fund are generally paid from our management fee, the Trustee may recover extraordinary expenses from the Fund or the relevant Sub-fund. Extraordinary expenses include those expenses outside the normal operation of the Fund or the Sub-fund, such as costs of Investor meetings or costs of defending or initiating legal proceedings. Expense recoveries are paid as they are incurred by the Fund or us. In some cases, expenses will be allocated and payable from a particular Sub-fund, e.g., legal proceedings to recover funds under a particular Loan. Some of these expense recoveries may be paid to parties related to us. A list of expenses that may be reimbursed is set out in the Constitution.

9.4 Trustee removal feeIf SIA is removed as the trustee of the Fund (or if SIA receives a notice attempting to remove it as trustee of the Fund), then in consideration for establishing and operating the Fund up until its removal, SIA is entitled to a fee calculated as 1.4% of the value of the Sub-funds and the Fund Cash Account. The fee becomes due and payable on the earlier of the day before SIA’s removal as trustee is to take effect or the date SIA receives notice of the proposed removal.

9.5 Goods and services taxUnless otherwise stated, all fees in this section of the Information Memorandum are exclusive of GST. Where the Fund is entitled to input tax credit or reduced input tax credit under the GST legislation for GST paid in respect of the services provided to it, the cost to the Fund of paying GST will be reduced proportionally.

9.6 Changes in feesFees may change as a consequence of changing economic conditions and regulations; however, we are not able to charge more than the Constitution or the law allows without Investor approval.

9.7 Waiver, deferral or rebate of feesWe may, in our absolute discretion, accept lower fees and expenses than we are entitled to receive, or we may defer payment of those fees and expenses for any time. If payment is deferred, then the fee will accrue until paid. In addition, we may waive, negotiate or rebate our fees, for example, in the case of a large investment amount.

9.8 Other fees and expensesBorrowers may pay outgoings incurred by us such as property valuation and legal fees. These fees do not represent income of the Fund nor are they charged to the Fund.

In the event of a Loan default we may incur expenses as a result of our default management process. We are entitled to be reimbursed these costs in priority to the payment of interest and the repayment of capital otherwise due to Investors in the relevant Sub-fund.

Government taxes (e.g., stamp duty) and charges levied by your financial institution (e.g., cheque dishonour fees and electronic transfer fees) will be deducted from Application Money or investment proceeds (as applicable).

20


10 Additional Information

10.1 Constitution of the FundOverview

The Fund is an unregistered managed investment scheme and is governed by the Constitution.

The Constitution is a legal agreement between the trustee, SIA, and the Investors (from time to time) of the Fund. It is the primary document that governs the way the Fund operates and sets out many of the rights, liabilities and responsibilities of both Investors and SIA.

The Constitution amounts to a declaration of trust for the benefit of the Investors by SIA in relation to all Investors’ funds (and any other property of the Fund) that SIA holds on an Investor’s behalf. The following is a non-exhaustive list of the matters described in the Constitution:

› the consideration required to be provided by an Investor to acquire an Interest in the Fund;

› the establishment and operation of Sub-funds;

› powers of SIA to deal with property of the Fund;

› convening and conducting meetings of Investors;

› provisions dealing with the winding-up of the Fund; and

› the rights of SIA to be indemnified.

Amending the Constitution

Whilst the Fund is not registered, SIA may make a change to the Constitution in circumstances where SIA reasonably considers the change will not materially adversely affect Investor’s rights. Where such rights would be materially affected, a change can only be made through a special resolution of Investors which requires approval from at least 75% of the votes cast by Investors entitled to vote on the resolution.

Retirement or removal of trustee

SIA can retire as the trustee of the Fund if it gives 90 days’ notice to Investors.

While the Fund is unregistered, SIA can only be removed as trustee if Investors pass a resolution (at a duly convened meeting of Investors) approved by 75% of the total votes that may be cast by Investors entitled to vote on the resolution (including Investors who are not present in person or by proxy).

Termination of the Fund

The Fund must be wound up in accordance with the Constitution.

Copies of the Constitution

The statements in this Information Memorandum only provide a summary of some of the provisions of the Constitution. Copies of the Constitution are available free of charge from our office. You should consider whether it is necessary for you to obtain independent advice on the Constitution.

10.2 Sustainability Victoria arrangements Sustainability Victoria is providing seed capital for the Fund and intends to invest in a number of Sub-funds. As part of the arrangements with Sustainability Victoria, the agreement with Foresters provides for separate arrangements in relation to payment of fees and, partly as a consequence, the Constitution grants

Sustainability Victoria (and any Government Agency that replaces it) the following additional rights and entitlements:

› the withdrawal fee does not apply in the event Sustainability Victoria transfers its Interest in the Fund to a Government Agency.

› the withdrawal fee, if applicable, is capped at $750;

› should Sustainability Victoria require an early withdrawal from a Sub-fund (e.g., following a Ministerial direction), the Trustee must use its reasonable endeavours to implement and achieve the request;

› consent from Sustainability Victoria for any redemption of its Interest;

› the minimum investment amount does not apply to Sustainability Victoria;

› consent from Sustainability Victoria is required for the Fund to apply to ASIC for registration as a managed investment scheme; and

› consent from Sustainability Victoria for any amendments to the Constitution made by the Trustee (excluding any amendments approved by the Investors in accordance with the Constitution).

10.3 CustodianSandhurst Trustees Limited (Sandhurst) has been appointed as the Fund’s custodian to hold the assets of the Fund. As custodian, Sandhurst must:

› provide custody for assets for the Fund;

› act in accordance with the “proper instructions” of the Trustee;

› have in place disaster recovery and internal systems and controls, to safeguard the Fund’s assets;

› keep all appropriate records and report as required; and

› maintain adequate insurance.

Sandhurst is not permitted to subcontract its responsibilities under the custodian agreement.

The custodian does not make any investment decisions for the Fund, and does not have a supervisory role in the operation of the Fund. The custodian is indemnified out of the assets of the Fund for costs and expenses, and for acts which it properly performs.

10.4 ReportingWe will issue annual updates to Investors regarding the Fund and the performance of Sub-Fund. We will also issue taxation statements within three months of the each of each financial year.

10.5 Fund auditThe financial statements of the Fund will not be subject to annual independent external audit unless Sustainability Victoria specifically requires it. If Sustainability Victoria requires an external audit to be undertaken, then it will be required to fund the cost of the audit.

10.6 Borrowings of the FundWhilst the Constitution of the Fund allows us to do so, we do not intend to borrow against the assets of the Fund.

21


10.7 Related party transactionsSIA is a subsidiary of Foresters. Shares in SIA are owned by Foresters and Interfinancial.

Foresters undertakes loan assessments on Borrower applicants and may receive application or other fees from Borrowers. Loan approvals however are made by the Investment Committee and SIA’s Board. Whilst the Investment Committee includes a Foresters representative, decisions of the Investment Committee must be unanimous. SIA has in place a conflicts of interest management policy to assist in the management of any conflicts that may arise. Foresters also provides administration and office services to SIA pursuant to a formal agreement.

10.8 Changing your personal details It is important that we maintain accurate records about you. Please inform us of any changes to your personal details as soon as possible. You can change your personal details, such as mailing address, phone or email address, by sending us a request by mail, emailing us at [email protected] or contacting us on 07 3851 8050.

Please ensure that you provide us with the following information when requesting a change of personal details:

› the full name on your account;

› the changes you are requesting;

› a contact name and daytime phone or mobile number in case we need to contact you; and

› where the request is made by mail, ensure each signatory to the investment account signs the request.

10.9 Providing instructions to usInstructions must be provided to us in writing. You may provide your written instructions by posting or emailing your written instructions to us. Instructions must have your signature or that of an authorised signatory to your account.

When providing instructions to us, you are taken to have agreed and understood that neither we nor any part of the Foresters group (including related entities and associates) accept any responsibility or liability for any payment or action we make based on any instruction (even if not genuine) that we receive by post or email bearing your details, a signature which is apparently yours, or that of an authorised signatory to your account. This means that you cannot make a claim for such a thing as a fraudulent letter or email redemption request made by someone who has access to your details and a copy of your signature. You provide instructions entirely at your own risk.

10.10 Personal informationWhen you make an application to invest in the Fund, we will collect personal information about you. The personal information supplied is used primarily for the following purposes:

› to administer and provide products and services to you;

› to manage our relationship with you;

› to process transactions;

› to answer queries and for security purposes;

› to develop products and services;

› to meet regulatory requirements; and

› to allow us, Foresters and Sustainability Victoria to market products and services to you (subject to your right to opt-out of receiving various direct marketing materials at any time).

You have a right to know what information we hold about you and to require us to correct any errors. In this regard, you can assist us in keeping details up to date by advising us of any information that appears incorrect.

Your personal information will be collected, used and disclosed by us in accordance with our Privacy Policy and in accordance with the law. Our Privacy Policy is available on our website. Sustainability Victoria’s Privacy Statement is available on its website: http://www.sustainability.vic.gov.au/privacy

If you have any complaints or questions about the privacy of your personal information, please contact our Privacy Officer by writing to:

Privacy Officer Social Investment Australia Ltd 35 Brookes Street Bowen Hills QLD 4006

If we do not satisfy your complaint to your satisfaction, you may write to the Privacy Commissioner at:

Office of the Australian Information Commissioner GPO Box 5218 Sydney NSW 2001

Any complaints or questions about the privacy of your personal information held or used by Sustainability Victoria can be directed to:

Privacy Officer Sustainability Victoria Urban Workshop Level 28, 50 Lonsdale Street Melbourne VIC 3000

Ph: +61 (03) 8626 8700 Fax: +61 (03) 9663 1007

Email: [email protected]

10.11 Complaints If you have a complaint, you should contact the Complaints Officer at our office immediately. Complaints should be made in writing. The Complaints Officer will acknowledge a written complaint within 14 days. The Complaints Officer will then investigate the complaint with a view to resolving it and advising you as soon as possible. In any event, the Complaints Officer will contact you within 45 days after the complaint has been acknowledged to advise you of the outcome of the investigation including our decision and any remedies proposed.

If the complaint is not resolved in this timeframe, or if you are not satisfied with the decision made, then you may request the complaint be directed to our Board of directors.

Our complaints handling procedures are designed to ensure we handle complaints in a fair and efficient manner.

mailto:[email protected]

22


11 GlossaryAFS licence Australian financial services licence.

AML/CTF Law Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (C’th) and for the time being in force together with the rules and regulations.

Application Form The investment application form attached to this Information Memorandum which you must complete in order to become an Investor of the Fund.

Application Money The money paid by an applicant for an Interest in the Fund.

ASIC The Australian Securities and Investments Commission.

ATO Australian Taxation Office.

Bank A major bank of Australia, as determined by the Trustee.

Board The board of directors of Social Investment Australia Ltd.

Borrower The legal entity obtaining funds by way of a Loan.

Business Day A day on which banks are open for business in Brisbane, except a Saturday, Sunday or public holiday.

Community Asset Building The process of planning for and enabling assets, such as real property occupied by Social Enterprises, community facilities, public spaces, residential housing (affordability, disability, youth) and recreational facilities to be owned and managed in ways that benefit local communities. This can be achieved by creating opportunities for communities to build their capacity to own and manage assets themselves or for social landlords to own and govern community assets.

Community Development Finance Institution (CDFI) CDFIs are independent socially focused organisations that use community finance and social investment to service and support people, Social Enterprises and community organisations that are underserved or excluded from mainstream financial services. CDFIs respond to financial exclusion because of the inability of traditional financial and capital markets to respond effectively to the needs of these individuals, groups and organisations.

Consent Form The Consent Form attached to the SIM, which we must receive from you (if you selected the Specific Investment Authority option) in order to allocate your funds to a Sub-fund.

Constitution The constitution of the Fund dated 4 August 2016 as amended from time to time.

Corporations Act The Corporations Act 2001 (Cth) for the time being in force together with the regulations.

Foresters Foresters Community Finance Ltd (ABN 32 087 649 296), the parent company of the Foresters group of companies which includes Social Investment Australia Ltd.

Fund The Social Impact Investment for Sustainability Fund.

Fund Cash Account The bank account where your funds will be placed if necessary, before being allocated to a Sub-fund, e.g., following receipt of your Consent Form. This is further described in Section 6.4.

GST Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (C’th), as amended.

Information Memorandum This information memorandum, including any supplementary or replacement information memorandum issued in relation to it.

Interest An interest in the Fund.

Investment-Ready A Social Enterprise is investment-ready if its financial, strategic and governance arrangements and circumstances and its business case are sufficiently mature and robust to provide confidence to Sustainability Victoria and Foresters Group that it has the financial capability to successfully implement its business case, repay the requested loan within 3-5 years and achieve its specified outcomes.

Investor A person who acquires an Interest in the Fund.

Investor Register The register of Investors maintained by the Trustee recording the Interests of Investors in each Sub-fund.

Government Agency Includes:

› a government, whether federal, state or local or a department, office or minister of a government acting in that capacity; or

› a commission, agency, board or other government, semi-government, administrative entity or authority whether statutory or not and includes any self-regulatory organisation established under statute.

Loan A loan facility provided to a Borrower which has been approved as a Sub-fund investment in accordance with our investment process (see Section 5).

Operating costs Expenses which are related to the operation of a business, or to the operation of a device, component, piece of equipment or facility. Examples of operating costs include salaries, rent, utilities, office supplies, leasing of equipment, printing costs, legal advice, accounting expenditure and insurances.

23


Program The Social Impact Investment for Sustainability Program operated by Sustainability Victoria (see Section 4.2 for details).

SIA, we, us or our Social Investment Australia Ltd and holder of AFS licence number 339844, the trustee of the Fund.

SIM or Supplementary Information Memorandum The document that must be read in conjunction with this Information Memorandum and which provides details of a Sub-fund.

Social Enterprise The type of organisation as set out in Section 3.1.

Social Impact The effect of an activity on the social fabric of the community, including the prosperity and wellbeing of individuals and civil society more broadly.

Social Investment or Social Impact Investment The investment of capital into a range of traditional asset classes (such as real property, mortgages or equities) with the purpose of achieving a market related financial return and identifiable Social Impact. Social investment differentiates itself from traditional investment through the Social Impact it delivers.

Sub-fund A Sub-fund is an individual investment offering detailed in a SIM. Sub-funds may contain single or multiple assets in the form of Loans to Social Enterprises. Entitlement to income and capital is based on proportionate investment in each Sub-fund.

Sustainability Victoria Sustainability Victoria is a Victorian government statutory authority established under the Sustainability Victoria Act 2005 (Vic) any subsequent legislation and any succeeding or replacement body.

Trustee Social Investment Australia Ltd (ACN 127 962 976).

24


12 Application Instructions and Forms

Please read these instructions carefully before signing the application form on the following pages.

Step 1 Read the Information Memorandum.

Step 2 Complete the Application Form and either the ‘Specific Investment Authority’ or the ‘General Investment Authority’.

Step 3 Compile the Investor identification documentation.

Step 4 Pay the Investment Amount. Application Money can be paid by cheque or electronically by bank transfer from an Australian bank account.

Payment by cheque:

Cheques should be either Australian bank cheques or drawn on an Australian domiciled account in the name of the Applicant.

Cheques must be made out to:

Social Investment Australia Ltd ATF Social Impact Investment for Sustainability Fund

Cheques must be made payable in Australian dollars and crossed ‘Not Negotiable’.

Payment by EFT:

To direct deposit funds by EFT, transfer your Application Money to:

Account name: Sandhurst Trustee Limited as Custodian for Social Impact for Sustainability Fund

BSB: 082-001

Account number: 564138347

Please include the EFT reference on the Application Form in the space provided to enable us to match your Application Money with your Application Form.

Step 5 Send your completed application, together with your cheque and supporting documents to:

Social Investment Australia Ltd 35 Brookes Street Bowen Hills, Queensland 4006 Australia

12.1 Minimum and additional investments The minimum initial investment in the Fund is $50,000 followed by multiples of $5,000. There is no maximum investment. If you are an existing Investor of the Fund and wish to add to your investment, you can do so by completing an ‘Additional Investment Form’ and providing us with the additional investment funds.

12.2 Cooling off rights There are no ‘cooling off’ rights in relation to an application for investment in the Fund under this Information Memorandum. However, while your funds are held in the Fund Cash Account, you may withdraw your money by giving us two Business Days’ written notice, unless your funds have already been allocated to a Sub-fund.

12.3 Acceptance or rejection of applicationsWe may accept or reject an application in whole or in part, for any reason. If your application is rejected (in whole or in part), then we will repay the applicable Application Money to you, less any applicable taxes, bank fees and charges.

12.4 Incomplete applicationsThere may be instances where we are unable to process an application, e.g., the Application Form is incomplete or incorrectly completed, or we do not receive sufficient information from you. Where this happens, we will contact you to request the necessary information. Any delay in providing the necessary information may result in you receiving a different Loan than you expected. We recommend you carefully complete the Application Form and ensure that you provide all of the required information. Please contact us if you require assistance with completing the Application Form.

If your application is incomplete and if the is not provided on request, we may return the application and your Application Money to you.

12.5 Providing your Tax File Number (‘TFN’) You may decide whether you wish to provide your TFN on the Application Form. If we do not receive your TFN, ABN or appropriate exemption information, we must withhold tax at the highest marginal tax rate (plus levies) from distributions paid to you.

12.6 Completing the Application FormGeneral instructions

Please follow the following instruction when completing the Application Form:

› use a blue or black ballpoint pen;

› write clearly and print in BLOCK letters;

› answer all sections unless otherwise indicated (if a section does not apply, please indicate using ‘N/A’).

Investor type

Only legal entities are allowed to hold units in the Fund. Applications must be in the name of natural persons, companies or other legal entities. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation, if requested. Please ensure account designations are completed exactly as shown below. Use the symbols ‘< >’ as shown below to indicate an account designation.

25


Investor type Correct form Incorrect form

Individual

Use given names in full, not initials

John William Smith J.W. Smith

Company

Use full company name, not abbreviations. Directors’ names must be completed within the ‘Applicant Details’ section.

J W Smith Pty Ltd J W Smith P/L J W Smith Co

Trusts

Use the name of the trustees of the trust. Use the name of the trust in the ‘Account Designator’ section.

John William Smith or J W Smith Pty Ltd <John Smith Family Fund>

John Smith Family Fund

Superannuation funds

Use the name of the trustees of the fund. Use the name of the fund in the ‘Account Designator’ section.

J W Smith Pty Ltd <Super Fund A/C >

Smith Superannuation Fund

Minor (under 18 years of age)

Use the name of the parent/guardian. Use the name of the minor in the ‘Account Designator’ section.

John William Smith < William Smith Junior>

William Smith Junior

Deceased estates

Use the names of the executors. Use name of the deceased in the ‘Account Designator’ section.

John William Smith <Estate Charles Smith>

Estate of late Charles Smith

Signing the Application Form

Read the declaration section carefully before signing the Application Form. Each signatory to the investment account must sign the Application Form.

If signed under power of attorney, the attorney must certify that they have not received notice of revocation of their appointment. We require a certified copy of the Power of Attorney for our records.

Company applications must be signed in accordance with the constitution or rules of the company.

12.7 Anti-money launderingIn making the offer contained in this Information Memorandum and in operating the Fund, we are required to comply with the AML/CTF Law. This means we are required to obtain identification information when you apply to invest in the Fund and undertake transactions in relation to your investment.

We will need to undertake identification activities in the following circumstances:

› prior to you investing in the Fund - Interests will not be issued to you until all relevant information has been received and your identity has been satisfactorily verified;

› if you die while you are an Investor of the Fund, then we will need to identify your legal personal representative prior to transferring ownership;

› if you appoint someone to act on your behalf in relation to your investment in the Fund, e.g., under a power of attorney, then we will be required to identify your agent or attorney.

There may be other situations where we are required to undertake identification activities. In some circumstances we may need to re-verify this information.

By applying to invest in the Fund, you also acknowledge that we may decide to delay or refuse any request for any transaction if we are concerned that the request or transaction may breach any obligation, or cause us to commit or participate in an offence under any AML/CTF Law. We will not incur any liability to you (or any other Investor) if we do so.

26


Identification requirements

The table below sets out the identification documents we require.

Investor type Identification documents required

Individual Original certified copy of any of the following that identify your (the applicant’s) full name and either date of birth and/or residential address:

› Drivers licence; or

› Passport containing photo identification.

Alternative identification documents can be provided if you cannot provide one of these documents.

Company Copy of the Certificate of Registration/Incorporation confirming the company’s name, identification number and whether the company is a public or proprietary company.

Beneficial owners: Provide the following:

› the full name of all the current directors of the company; and

› details of all persons (including full name and residential address) who are the beneficial owners of more than 25% of the company’s issued capital.

This information may be included in a company search.

Directors: For at least one director, provide the information required for an Individual.

Self-managed superannuation fund

Original certified extract of the trust deed to verify the full name of the superannuation fund, e.g., first page and schedule of the trust deed.

We may also undertake a search of the ATO’s website (www.superfundlookup.gov.au) to verify the full name of the superannuation fund and that it is regulated by the ATO.

Trustees: One of the trustees is required to be identified. Accordingly, please provide one of the following:

› for an individual trustee, provide the information required for an Individual;

› for a corporate trustee, provide the information required for a Company.

Unregulated trust, e.g., family trust or discretionary trust

Original certified extract of the trust deed, e.g., first page and schedule of the trust deed, to verify the full name of the trust. Alternative documentation can be provided, e.g., a letter from a solicitor or qualified accountant that confirms the name of the trust.

Trustees: One of the trustees is required to be identified. Accordingly, please provide one of the following:

› for an individual trustee, provide the information required for an Individual;

› for a corporate trustee, provide the information required for a Company.

Beneficial owners: Provide the following details about the beneficiaries and beneficial owners of the trust:

› full name of each beneficiary or beneficial owner; or

› details of the beneficiary classes (e.g., children, family members of named person, charitable purpose).

Settlor: Provide the information required for an Individual, unless the settlor is deceased or the trust was settled for an amount less than $10,000.

This information may be provided from the certified extract of the trust deed.

Partnership Provide one of the following documents to verify the identity of the partnership:

› original certified copy or certified extract of the partnership agreement; or

› original certified copy or a certified extract of minutes of a partnership meeting.

Partners: Provide the following:

› for an individual partner, provide the information required for an Individual;

› for a corporate partner, provide the information required for a Company.

27


Politically Exposed Persons (‘PEP’)

To comply with the AML/CTF Law we require you to disclose whether you (or any of your beneficial owners) are, or have an association with, a Politically Exposed Person (PEP). A PEP is an individual who holds a prominent public position or function in a government body or an international organisation in Australia or overseas, such as a head of state, or head of a country or government, or a government minister, or equivalent senior politician. A PEP can also be an immediate family member of a person referred to above, including spouse, de facto partner, child, and a child’s spouse or a parent. A close associate of a PEP, i.e. any individual who is known to have joint beneficial ownership of a legal arrangement or entity is also considered to be a PEP. Where you identify as, or have an association with, a PEP, we may request additional information from you, such as your source of investable assets/wealth.

Non-individual entities – beneficial owners

A beneficial owner is an individual who ultimately ‘controls’ you (directly or indirectly) or owns you (directly or indirectly). ‘Control’ includes control (directly or indirectly) as a result of, or by means of trusts (including in the capacity as beneficiary, trustee or settlor), an agreement, an arrangement, an understanding or practice, and further includes the ability to exercise control over decisions about financial and operating policies. ‘Owns’ means ownership (either directly or indirectly) of 25% or more of you.

Under AML/CTF Law you are required to provide information about your ‘beneficial owners’ for certain account types including:

› Australian incorporated or created entities such as:

– unregulated trusts, such as family trusts (note: not applicable for self-managed superannuation funds); and

– unlicensed proprietary limited companies, not subject to regulatory oversight.

› entities incorporated or created outside of Australia such as companies, partnerships, trusts or estates.

The Application Form requires you to provide details of your beneficial owners.

Translations

If a document provided to us is in a language other than English, then please provide us with a translation by an accredited translator. The translator will also be required to provide us with an accredited translator form. Please contact us if you require an accredited translator form.

Certification of documents

If you are required to provide us with a copy of a document as part of your application (e.g., a drivers licence, passport or trust deed extract), then the copy must be certified, which requires an original signature of the certifier and the date of the certification. Do not send original documents, only certified copies.

A certified copy of a document is a copy that has been certified as a true copy of an original document by a person who is authorised by law to do so.

Where your identification documents need to be certified, we suggest that the person certifying the documents for you use the following statement on the copy being certified:

‘I certify this to be a true copy of [name of document] of [name of Investor], the original of which, was produced to me at the time of signing’.

The identification document must also be dated, and have the signature, printed name, occupation, employer and address of the person certifying the document.

Persons who may certify copies of original identification documents include:

› officer with or authorised representative of an Australian Financial Services licence holder with two or more years of continuous service with one or more licensees;

› Chartered Accountant, Certified Practicing Accountant or member of the National Institute of Accountants with two or more years of continuous membership;

› officer of a financial institution or finance company with two or more years of continuous service with one or more institutions or companies;

› permanent employee of the Australian Postal Corporation with two or more years of continuous service, or someone who operates as an agent of the Australian Postal Corporation;

› police officer;

› a person who, under the law in force in a state or territory, is currently licensed or registered to practice as a chiropractor, dentist, legal practitioner, medical practitioner, nurse, optometrist, pharmacist, physiotherapist, psychologist or veterinary surgeon;

› lawyer, Magistrate, Registrar of a Court, justice of the peace;

› notary public (including persons authorised as a notary public in a foreign country).

Other types of people are also permitted to certify documents. Please contact us if you need assistance in sourcing a person to certify documents.

28


Application Form

Social Impact Investment for Sustainability FundComplete this Application Form to apply to invest in the Social Impact Investment for Sustainability Fund (Fund). This Application Form must not be circulated unless it is attached to, or accompanied by, a copy of the Information Memorandum dated 31 August 2016. You should read the Information Memorandum before completing this investment Application Form. Please write clearly and use BLOCK LETTERS to complete this form.

Social Investment Australia Ltd ACN 127 962 976 | AFS licence 339844 35 Brookes Street Bowen Hills, Queensland 4006 Phone: 07 3851 8050 Email: [email protected] www.foresters.org.

Part 1 Investment amountInvestment amount: AUD $

Minimum application amount is $50,000 and thereafter in multiples of $10,000

Part 2 Investment typePlease mark (X) the appropriate box to specify the appropriate investment option.

General Investment Authority

Allows the Trustee to select which Loans your funds will be applied to. By ticking this option you provide an authority to the Trustee without any recourse to the Trustee for the selection of the Loan(s) Sub-fund(s).

Specific Investment Authority

You wish to select which Loan(s) (Sub-fund(s) your funds are applied to.

Part 3 Applicant detailsPlease mark (X) the appropriate box to indicate the type of entity that is making the investment.

In completing Part 3 of this Application Form, you are only required to complete the Part 3 section indicated below.

Individual – Complete Part 3A

Joint investor (individual) – Complete Part 3B

Company – Complete Part 3C

Superannuation Fund – Complete Part 3D

Trust (e.g., family trust or unit trust) – Complete Part 3E

Other (e.g., partnership or executor of an estate) – contact us for the required form

Part 3A Individual

Individual details

Title Given name(s)

Surname

Date of birth (dd/mm/yyyy)

Tax File Number

TFN exemption (specify reason)

Country of residence for tax purposes

Are you a US Citizen or US tax resident? Yes No

Are you a Politically Exposed Person? Yes No

Please identify the source of your investable assets or wealth:

Gainful employment Gift or inheritance

Financial investments Business activity

Superannuation savings Other

Investor 1 Residential address (not a P.O. Box) and contact details

Number and Street

City, Suburb or Town

State/Territory

Country (if not Australia)

Postcode

29


Part 3B Joint investor (Individual)

Joint investor (individual) details

Title Given name(s)

Surname

Date of birth (dd/mm/yyyy)

Tax File Number









Investor 2 Residential address (not a P.O. Box) and contact details

Number and Street


State/Territory


Postcode

Identification documents

Provide us with an original certified copy of either of the following that identify the full name and either date of birth and/or residential address of each individual investor:

Drivers licence

Passport containing photo identification

Part 3C Company

Company details

Name of entity

ABN / ARBN

Tax File Number


Trustee name (if applicable)

Trustee ACN


Country of incorporation or creation

Contact person

Email





Nature of business

Registered business address

Number and Street


State/Territory


Postcode

30


Directors

Individuals signing this Application Form must confirm their names and PEP status below. If you are an Australian proprietary company or a foreign company please provide the names and PEP status of all directors

Director 1 – Full name


If yes, provide your Taxpayer Identification Number (TIN)














Beneficial owners

Provide the details of all individuals that own or control 25% or more of the company’s issued capital.

Beneficial Owner 1 – Full name

















Company: Provide us with an original certified copy of the following to confirm the company’s name, identification number and whether the company is a public or proprietary company:

Certificate of Registration/Incorporation

Directors: Provide us with an original certified copy of either of the following that identify the full name and either date of birth and/or residential address of at least ONE director:

Drivers licence


31


Part 3D Superannuation fund

Superannuation fund details

Name of superannuation fund

ABN / ARBN

Tax File Number



Trustee ACN



Contact person

Email





Nature of business


Number and Street


State/Territory


Postcode

Trustees (for individual trustees only)

Individuals signing this Application Form must confirm their names and PEP status below. If you are an Australian proprietary company or a foreign company please provide the names and PEP status of all directors.

Trustee 1 – Full name
















Directors (for corporate trustees only)


















32



Trust: Provide us with an original certified copy of either of the following to verify the full name of the trust.

Trust deed or trust deed extract

Letter from a solicitor or qualified accountant that confirms the name of the trust

Trustee (individual): Provide us with an original certified copy of either of the following that identify the full name and either date of birth and/or residential address of at least one director:

Drivers licence


Trustee (corporate): Provide us with an original certified copy of the following to confirm the trustee company’s name, identification number and whether the company is a public or proprietary company:


Provide us with an original certified copy of either of the following that identify the full name and either date of birth and/or residential address of at least ONE director of the trustee company:

Drivers licence


Part 3E Trust (Family trust / Unit trust)

Trust details

Name of trust

ABN / ARBN

Tax File Number



Trustee ACN



Contact person

Email






Number and Street


State/Territory


Postcode

33


Directors (for corporate trustees only)


















Beneficial owners


















Settlor


Is the settlor deceased? Yes No Don’t know

Was the trust settled for less than $10,000? Yes No

If the trust was settled for $10,000 or more and the settlor is alive, then provide the following information about the settlor:

Settlor – Full name

Residential address


Trust: Provide us with an original certified copy of either of the following to verify the full name of the trust.

Trust deed or trust deed extract

Letter from a solicitor or qualified accountant that confirms the name of the trust

34


Trustee (individual): Provide us with an original certified copy of either of the following that identify the full name and either date of birth and/or residential address of at least one director:

Drivers licence


Trustee (corporate): Provide us with an original certified copy of the following to confirm the trustee company’s name, identification number and whether the company is a public or proprietary company:


Provide us with an original certified copy of either of the following that identify the full name and either date of birth and/or residential address of at least ONE director of the trustee company:

Drivers licence


Settlor (if applicable): Provide us with an original certified copy of either of the following that identify the full name and either date of birth and/or residential address of the settlor (if applicable):

Drivers licence


Part 4 Contact detailsPlease provide us with details of the contact person for this application in case we need to contact you in relation to your application.

Contact name

Phone (after hours)

Phone (business hours)

Mobile

Email address

Part 5 Mailing addressPlease provide us with the mailing address if it is different to the address details provide in Part 3. Please note, for joint investors, the mailing address will be the address recorded for the first individual investor, unless an alternative address is specified below.

Number and Street


State/Territory


Postcode

Part 6 Distribution paymentsAll distributions, including interest earned on the Cash Account and payments from any Sub-fund, will be automatically reinvested into the Cash Account. Simply lodge a withdrawal request to withdraw any funds from the Cash Account credited to you.

You must be named on the Australian financial institution account for a payment to be made into the nominated account.

Providing your nominated Australian financial institution account details means that you authorise the use of this information for all future payment transac-tion requests that you initiate.

Account holder name

Financial institution

BSB Account number

Part 7 Wholesale client statusAn investment in the Fund is restricted to those persons that are considered ‘wholesale clients’ under the Corporations Act or to those persons to whom the regulated fund raising provisions of the Corporations Act do not apply. To invest in the Fund, you are generally required to satisfy one of the following:

› Invest at least $500,000 into the Fund. Please note, this option does not apply to Application Money that is sourced from superannuation.

› Provide us with an Accountants Certificate that is no more than two years old confirming you (and/or any relevant entity you “control”) have at least $2.5 million in net assets or $250,000 of gross income for the last two financial years.

› Confirm you are a “professional investor”, as that term is defined in the Corporations Act.

› Provide a certificate from the holder of an AFS licence confirming you are a ‘sophisticated investor’.

Please ensure you provide us with the required documentation in support of your application.

Contact us if you have any queries regarding satisfying any of the above requirements.

Part 8 Declaration This Application Form forms part of the Information Memorandum for the Fund. Capitalised terms in the Application Form have the same meaning as in the Information Memorandum.

I/We hereby apply for registration in the Social Impact Investment for Sustainability Fund (Fund). I/We acknowledge that this application may be accepted or rejected in whole or in part. I/We declare that I/we have personally received and read the entire Information Memorandum and acknowledge that this Application Form was attached to the Information Memorandum. I/We agree to be bound by the Information Memorandum and the Constitution for the Fund (as amended from time to time). I/We declare that the offer was received and accepted in Australia and all information in this application is true and correct. I/We indemnify the Trustee against any liability whatsoever arising from acting on any information I/we provide in connection with this application. I/We acknowledge that neither the Trustee, nor any of its related entities (including

35


its directors and employees) guarantees the performance of the Fund or any Sub-fund, the repayment of capital, any particular rate of return or any distribution. I/We declare I/we have legal power to invest in accordance with this application and have complied with all applicable laws in doing so. I/We declare that that the application is signed in accordance with my/our governing rules and/or constituent documents (except if the application is signed by an applicant as an individual). If this Application Form is signed under Power of Attorney, the Attorney declares that he/she has not received notice of revocation of their appointment. In the case of joint applications, the joint applicants agree that unless otherwise indicated on the Application Form, the interest in the Fund will be held as joint tenants and either investor is able to operate the account and bind the other investor for future transactions. If I/we have selected a General Investment Authority that I/we authorise the Trustee to make allocations on my/our behalf to particular Loan(s) (Sub-fund(s)) (at its discretion) and that I/we have no recourse against the Trustee for making that selection or decision. I/We agree that prior to settlement and following maturity of a Loan, my/our investment monies will be held in the Fund Cash Account for my-self/ourselves. I/We declare that that all of the information provided in this Application Form is complete and accurate to the best of my/our ability/abilities, including information and documentation required under the AML/CTF Law for investor identification and verification purposes and to meet US Foreign Account Tax Compliance (FATCA) Act requirements (where applicable). I/We agree to provide all necessary co-operation and assistance in order for me/us to comply with obligations under Australian legislation designed to give effect to the FATCA agreement between Australia and the United States. I/We declare that I/we have no reason to suspect that the monies used to fund this application, or any subsequent contributions into the Fund, is or will be derived from or related to any money laundering, terrorism financing or other illegal activities. I/We agree to provide any supporting or additional information which might be required in order to process this application, or subsequently, as a consequence of my/our holding an interest in the Fund. I/We consent to all correspondence and reports regarding the Fund (and any Sub-fund) being provided to me/us by email. I/We agree that my/our personal information will be collected, used and disclosed by the Trustee in accordance with its Privacy Policy (which I/we have read and understood) and in accordance with the law. I/We agree that, until I/we inform the Trustee otherwise, I/we will be taken to have consented to all uses of our personal information (including for marketing, promotional and sales purposes). The Trustee has not provided me/us with financial product advice regarding an investment in the Fund that has taken into account my/our objectives, financial situation or needs. I/we acknowledge that I/we have had the opportunity to seek independent professional advice regard-ing the legal, taxation and financial implications of investing in the Fund.

Part 9 ExecutionSignature

Date (dd/mm/yyyy)

Name

If a Company Officer or Trustee, you MUST specify your title:

Director Sole Director Trustee

Other

Signature

Date (dd/mm/yyyy)

Name

If a Company Officer or Trustee, you MUST specify your title:

Director Company Secretary Trustee

Other

How are you paying?

Cheque

Cheques must be made payable to “Social Investment Australia Ltd — Social Impact Investment for Sustainability Fund”. Cheques must be made payable in Australian dollars and crossed “Not Negotiable”. Cheques should be either Australian bank cheques or drawn on an Australian domiciled account in the name of the applicant.

EFT EFT Reference:

To direct deposit funds by EFT, transfer your application money to:

Account name: Sandhurst Trustee Limited as Custodian for Social Impact for Sustainability Fund

BSB: 082-001Account number: 564138347

When making an EFT payment, include a reference code to your payment, such as your surname. Insert the reference code in the space provided above so we can match the payment with your application.

Where to send your application:

Completed Application Forms and supporting documents, including cheques, should be mailed or delivered to:

Social Investment Australia Ltd 35 Brookes Street Bowen Hills, Queensland 4006

Office Use Only


Sustainability Victoria Level 28, Urban Workshop, 50 Lonsdale Street, Melbourne VIC 3000 Phone (03) 8626 8700 sustainability.vic.gov.au

Published by Sustainability Victoria. Social Impact Investment for Sustainability Fund – Information Memorandum © Sustainability Victoria, October 2016 COR081

THE VICTORIAN COMMUNITY

The Victorian community we

serve is broad and diverse

and includes all Victorians:

individuals and community

organisations, local government,

business and industry, and state

and national governments.

The Victorian communitywe serve is broad anddiverse and includesall Victorians

THE VICTORIAN COMMUNITY









T H E V I C T O R I A N C O M M U N I T Y









SOCIAL IMPACT INVESTMENT FOR SUSTAINABILITY FUND · SIA holds AFS Licence number 339844 which authorises it to, among other things, operate and manage the Fund. As a group, we design

Documents