Declaration

By submitting this application, I agree to and accept the following.

1. Introduction

These terms and conditions relate to the subscription for Units in the Jarra Childcare Trust (the Trust), with trustee Jarra Childcare Pty Ltd ACN 686 836 135 (the Trustee) and investment advisor Jarra Property Group Pty Ltd ACN 663 182 429 (the Investment Advisor). Terms not defined in these terms and conditions have the same meaning as in the trust deed with respect to the Trust (the Trust Deed) unless otherwise specified or the context requires otherwise.

All offers of Units are made and (where applicable) accepted, and the issuance of the Units is being arranged, by Jarra Funds Management Pty Ltd ACN 654 846 214, AFSL 538113 (the Licensee, and together with the Investment Advisor and the Trustee, the Issuer), together with its corporate authorised representatives (not including the Trustee), under an intermediary authorisation arrangement appointing the Licensee and its corporate authorised representatives (not including the Trustee) as authorised intermediaries with respect to the issuance of the Units. Units will be issued by the Trustee following any acceptance by the Investment Advisor under this arrangement.

2. Force and effect

(a) These terms and conditions are agreed to and given as at the date and time on which you submit your completed online application on www.registrydirect.com.au (the Online Form), as at the date and time on which you pay your Subscription Amount (as defined below), and also as at the date on which any Units are issued to you pursuant to the Online Form.

(b) These terms and conditions constitute legally binding obligations, representations, warranties, confirmations, and agreements, and will take effect as if printed, executed and delivered by you as a deed poll for the benefit of the Issuer and any other Relevant Persons (as defined below) referenced herein.

(c) The issuance of Units to you pursuant to the Online Form constitutes acceptance by the Issuer and the other Relevant Persons of the offer to subscribe for Units made by you pursuant to the Online Form.

(d) You acknowledge and accept the existence and sufficiency of the consideration provided to you by Issuer (as defined below) and the Relevant Persons in exchange for you agreeing to these terms and conditions (including each such person's role and accepting your subscription, issuing you the Units, and performing services for your benefit in connection with the Trust).

(e) The Trustee accepts and holds the benefit of your acceptance of and agreement to these terms and conditions on trust for the Licensee, the Investment Advisor and the other Relevant Persons.

3. Subscription Amount

You wish to invest in the Trust the amount which you have set out in the Online Form, or such lesser amount as notified to you by the Investment Advisor (your Subscription Amount), pursuant to these terms and conditions, to be called and paid upfront in one instalment pursuant to these terms and conditions and the Trust Deed.

4. Undertakings

You:

(a) represent and warrant to the Issuer that you have read and understood the Trust Deed and these terms and conditions (including the Online Form and any annexures, as applicable) (together, the Constituent Documents), and the information memorandum relating to the Fund (the IM), in their entirety;

(b) make all of the representations, warranties, and confirmations, and agree to the other provisions, set out in these terms and conditions;

(c) represent and warrant to the Issuer that you have accurately completed (or procured the accurate completion of) the Online Form;

(d) undertake, on request, to complete any documents or provide any other information required by the Issuer in connection with the Issuer’s AML/CTF requirements, the Issuer’s Foreign Account Tax Compliance Act and OECD Common Reporting Standard for the Automatic Exchange of Financial Account Information requirements, your authorised signatories, and details of any underlying investors;

(e) undertake to promptly notify the Issuer (and in any event to notify the Issuer within 30 days) if any of the information provided in the Online Form, or otherwise provided to the Issuer in or pursuant to these terms and conditions, ceases at any time to be accurate (including by omission);

(f) agree to contribute capital to the Trust in accordance with the Trust Deed and these terms and conditions, and to be issued Units, and to be entered in the register of unitholders as the holder of Units, in the Trust; and

(g) agree with the Issuer to the terms of, and to become a party to and to be bound by, the Constituent Documents from time to time.

5. Representations and warranties

You represent and warrant that each of the following is true and correct on the date of these terms and conditions and any date on which capital contributions are called into the Trust.

5.1. Capacity, powers and terms

(a) You have read and agree to be bound by the Constituent Documents as amended from time to time, and you acknowledge and accept the IM.

(b) You have the power and authority to execute, deliver and perform your obligations under the Constituent Documents, and to subscribe under these terms and conditions for Units.

(c) The Constituent Documents will not conflict with, or result in any default under, any provision of any agreement or instrument to which you are bound.

(d) The Constituent Documents are your legal, valid and binding obligations, enforceable against you in accordance with their respective terms.

(e) You and any person that subscribes for or acquires Units on your behalf or on whose behalf you are subscribing for Units under these terms and conditions is a wholesale client (as defined in the Corporations Act 2001 (Cth)), because either:

(ii) you have a Subscription Amount in excess of A$500,000; or

(iii) you have provided the Issuer with an Accountant's Certificate substantially in a form required by the Issuer.

(f) The Units are being acquired for your own account for investment purposes unless otherwise disclosed to the Issuer in writing.

(g) You confirm that you have the financial capacity to hold the Units for the term of the Trust, and bear associated risks and obligations and meet all further obligations in respect of the Units.

(h) You confirm that all details in these terms and conditions are true and correct as of the date hereof.

5.2. Sophisticated investor with understanding

You are a sophisticated investor and acknowledge that:

(a) an investment in the Trust is speculative and subject to material risk including loss of all invested capital;

(b) an investment in the Trust may have limited liquidity or liquidity restrictions and you may not be able to redeem your Units; and

(c) there can be no expectation of returns other than through the distribution of proceeds from the realisation of portfolio investments, and you have taken this into account in deciding to invest.

5.3. Reliance

You acknowledge and understand that you have relied in every respect on your own independent investigation, enquiries and appraisals in deciding to subscribe for Units and you have not relied on any representations or warranties made by the Issuer or any of their officers, directors, advisers, associates, affiliates or representatives (including placement agents and legal counsel) (each a Relevant Person) in connection with the Trust or the performance of the Trust other than those contained in the Constituent Documents.

5.4. Default

You acknowledge and understand that if you fail to pay amounts due under the Constituent Document when required, you may be subject to the default, forfeiture, or other similar provisions set out in the Constituent Documents. The Issuer may charge a unitholder any legal, accounting, administrative or other amounts associated with a forfeiture.

6. Confidentiality

You agree that you shall not disclose or cause to be disclosed any confidential proprietary information concerning the Trust or Relevant Persons to any person or use any such confidential information for your own purposes or your own account, except as permitted under the Constituent Documents.

7. Personal Information

(a) You agree to the Issuer collecting, holding and using your personal information and consent to it being used for:

(ii) administration purposes and in relation to your holding and all transactions relating to the holding and for providing or marketing products and services to you;

(iii) ensuring compliance with all applicable regulatory or legal requirements including the requirements of regulatory bodies or relevant exchanges including the requirements of taxation laws and the superannuation law; and

(iv) any other purpose prescribed in the Constituent Documents.

(b) The Issuer may not be able to process or accept your application or you may be compulsorily redeemed from the Trust in accordance with the Constituent Documents if you do not provide this and other information required under the Constituent Documents or to comply with applicable laws.

(c) You agree that Relevant Persons and their service providers may disclose any of the information contained in these terms and conditions and any other information you furnish to any of them to their agents, contractors or third party service providers as otherwise required or permitted by law and permitted under the Constituent Documents.

(d) If you decide not to provide to the Issuer your tax file number or Australian Business Number or your reason for exemption, tax at the highest marginal tax rate plus Medicare levy (where applicable) may be deducted from your income as required by the tax legislation.

(e) You agree to provide the Issuer with any information it reasonably requests to assist it in fulfilling its tax or legal obligations and in connection with obtaining any exemption, reduction or refund of any withholding or other taxes imposed upon the Issuer or the Trust.

(f) In the event of a privacy query you may contact the Investment Advisor.

8. Covenants and declarations

(a) You agree that the obligation under the Constituent Documents to pay or indemnify any amounts that the Issuer is required to withhold or pay with respect to you or on your behalf will survive your withdrawal from the Trust or the termination or dissolution of the Trust.

(b) You acknowledge and agree that the Issuer reserves the right in its absolute discretion to allocate Units or to not accept or to scale back an application for Units in its absolute discretion and to cancel the offer of Units.

(c) You acknowledge and agree that to the extent there is any variance or inconsistency between any of the Constituent Documents or any other document or agreement relating to the Trust (other than any side letter entered into with the Issuer), the Constituent Documents shall prevail.

(d) You acknowledge and agree that subscription monies will be held in an account which may be interest bearing until invested in the Trust (or returned to you). Interest (if any) will be paid to the Trust.

(e) You have been subject to a Disqualifying Event if you:

(ii) have been convicted within 10 years of the date hereof of any felony or misdemeanor:

(A) in connection with the purchase or sale of any security;

(B) involving the making of any false filing with the U.S. Securities and Exchange Commission (the SEC); or

(C) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

(iii) are subject to any order, judgment or decree of any court of competent jurisdiction entered within five years of the date hereof that presently restrains or enjoins you from engaging or continuing to engage in any conduct or practice:

(A) in connection with the purchase or sale of any security;

(B) involving the making of any false filing with the SEC; or

(C) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;

(iv) is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:

(A) as of the date hereof, bars you from:

(I) association with an entity regulated by such commission, authority, agency or officer;

(II) engaging in the business of securities, insurance or banking; or

(III) engaging in savings association or credit union activities; or

(B) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years of the date hereof;

(v) are subject to any order of the SEC pursuant to Section 15(b) or 15B(c) of the U.S. Securities Exchange Act of 1934 or Section 203(e) or (f) of the U.S. Investment Advisers Act of 1940 that as of the date hereof:

(A) suspends or revokes your registration as a broker, dealer, municipal securities dealer or investment adviser;

(B) places limitations on your activities, functions or operations; or

(C) bars you from being associated with any entity or from participating in the offering of any penny stock;

(vi) are subject to any order of the SEC entered within five years of the date hereof that presently orders you to cease and desist from committing or causing a violation or future violation of:

(A) any scienter-based anti-fraud provision of the federal securities laws; or

(B) Section 5 of the Securities Act;

(vii) are as of the date hereof, suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

(viii) have filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five years of the date hereof, was the subject of a refusal order, stop order or order suspending the Regulation A exemption, or is presently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

(ix) are subject to a United States Postal Service false representation order entered within five years of the date hereof or is presently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

(f) You represent that, as of the date hereof, you have not been subject to any event specified in Rule 506(d)(1) of the U.S. Securities Act of 1933 (Securities Act) or any proceeding or event that could result in any such Disqualifying Event that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of the Trust's or the Issuer's use of the Rule 506 exemption.

(g) You will promptly notify the Issuer in writing if you become subject to a Disqualifying Event at any date after the date hereof. In the event that you become subject to a Disqualifying Event, you agree and covenant to use your best efforts to coordinate with the Issuer to:

(ii) provide documentation as reasonably requested by the Issuer related to any such Disqualifying Event; and

(iii) implement a remedy to address your changed circumstances such that the changed circumstances will not affect in any way the Trust's, the Issuer's or its affiliates' ongoing and/or future reliance on the Rule 506 exemption under the Securities Act.

9. Prevention of money laundering

(a) In order to comply with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and related laws and regulations (AML/CTF Law), you agree to provide the Issuer with all true and correct information and assistance that the Issuer may request in order for it to comply with any AML/CTF Law. The Issuer reserves the right to request or re-verify such information as is necessary to meet this obligation and may, without liability to you, decide to delay or refuse any request or transaction if it is concerned that the request or transaction may breach any obligation of AML/CTF Law.

(b) You agree to keep the Issuer informed of any changes to information about the subscribing entity (company, trust or other entity type) or its beneficial owners (individuals with 25% or greater ownership and individuals controlling the entity) for the duration of the investment.

(c) You represent that monies used to fund your investment in the Trust are being invested on your own behalf and not for any other party, and that all distributions will be paid to an account owned by (and for the benefit of) you.

(d) You represent that you comply with Australian AML/CTF Laws. You are not aware and have no reason to suspect:

(ii) that the monies used to fund your investment in the Trust have been or will be derived from or related to proceeds of crime, money laundering, terrorism financing or similar activities illegal under applicable laws or regulations or otherwise prohibited under any international convention or agreement; and

(iii) the proceeds of your investment in the Trust will not be used to finance any illegal activities.

10. FATCA and CRS

(a) The Issuer is required to comply with the Foreign Account Tax Compliance Act (FATCA) and the intergovernmental agreement entered into between Australia and the United States of America (U.S.) in relation to FATCA.

(b) The Issuer is also required to comply with the OECD Common Reporting Standard for the Automatic Exchange of Financial Account Information (CRS).

(c) The Issuer is obliged to collect information from investors and, in certain circumstances report information in relation to the investor and the investment for FATCA and CRS purposes. You must complete the Issuers requirements regarding your FATCA and CRS details.

(d) If you are uncertain of any of the matters requested by the Issuer, including your status for FATCA or CRS purposes, you should seek specialist taxation advice.

11. Amendments and waivers

These terms and conditions may be amended and any provision may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the consent of you and the Issuer.

12. Survival of representations and warranties; Indemnity

(a) You indemnify, keep indemnified and hold harmless the Trust and each Relevant Person from and against any and all claims, liabilities and losses relating to or arising out of any breach of any representation, warranty or declaration made by you in these terms and conditions or in any other document provided by you to the Issuer in connection with your investment.

(b) You confirm your obligation under the Constituent Documents to pay or indemnify any amounts that the Issuer is required to withhold or pay with respect to you or on your behalf. You agree that this obligation will survive your withdrawal from the Trust or the termination or dissolution of the Trust.

13. Authorised signatories

(a) The Issuer requires at least two contacts in case the primary contact is not available. You have provided (or will immediately on request provide) the Issuer with a completed request list that contains the names of people authorised by you to give and receive instructions between the Issuer and you, together with their respective signatures (each an Authorised Person).

(b) An additional person may become, or may cease to be, an Authorised Person if you give written notice to the Issuer signed by one or more Authorised Persons.

(c) Until you advise in writing to the contrary, an Authorised Person can:

(ii) apply for Units and sign all documents necessary for that purpose in your name;

(iii) inform the Issuer in writing of changes to your details;

(iv) request redemptions; and

(v) provide any consents, notices, or approvals, or take any other actions, on your behalf in relation to the Trust.

(d) An Authorised Person may not delegate their powers and duties to any other person.

(e) If an Authorised Person is a company or partnership, the powers vested in it will extend to any director, partner or authorised officer of the agent once the Issuer receives the appropriate documentation.

(f) You hereby irrevocably ratify every action taken by each Authorised Person and agree that you and every person claiming through or under you will have no claim against the Trust, the Issuer, the Relevant Persons or investors in the Trust regarding any action or payment made or purporting to be made to or at the direction of an Authorised Person.

(g) During the term of the appointment of the Authorised Person and thereafter, you agree to release, discharge and indemnify the Issuer (as applicable) from and against all actions, proceedings, claims, losses and/or other liabilities incurred directly or indirectly as a result of the appointment of an Authorised Person. However, the Issuer remains liable for any loss to the extent provided for in the Constituent Documents.

14. Transfer and assignments

(a) You understand and acknowledge that Units can only be transferred and redeemed subject to the Constituent Documents.

(b) You agree that neither these terms and conditions, nor any of your rights or interests contained in any Constituent Document, are transferable or assignable except in a manner permitted under the Constituent Documents.

15. Subscribing for Units on behalf of another

(a) If you are subscribing for Units as trustee, agent, representative, custodian, sub-custodian or nominee, you understand and acknowledge that the representations, warranties and agreements made herein are made by you:

(ii) with respect to you; and

(iii) with respect to such underlying subscriber (this subclause does not apply to a trust which has two or more members).

(b) You have all requisite power and authority from such underlying subscriber(s) to execute and perform the obligations under these terms and conditions. If you are not subscribing for Units on your own account, you agree to provide any additional documents and information that the Issuer may reasonably request.

(c) You will make all reasonable efforts to procure that the underlying subscriber makes the undertakings reasonably required by the Issuer (this subclause does not apply to a trust which has two or more members).

16. Subscribing as a U.S. person

If you are a U.S. person (as that term is used in Regulation S under the Securities Act), you confirm the following:

(a) that you are an “accredited investor” as defined in Regulation D promulgated under the Securities Act; and

(b) that you are a “qualified purchaser” within the meaning of Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940 (Company Act) or a “knowledgeable employee” under the regulations under the Company Act.

17. Limitation of liability

17.1. Capacity

If you are entering into these terms and conditions as trustee, responsible entity, custodian, subcustodian, general partner or nominee on behalf of a fund or other person and that capacity is specified in the Online Form (Trustee Member), you enter into these terms and conditions only in your capacity as trustee, responsible entity, custodian, subcustodian or nominee (as the case may be) of the fund (Trustee Fund) for which you acts in that capacity.

17.2. Limitation

(a) Subject to the following and to the extent permitted by law, the liability of a Trustee Member to any other party in respect of any cause of action, claim or loss arising under or in connection with these terms and conditions (including any related representation or undertaking or any transaction contemplated therein) (a Claim) is limited to the extent that the Trustee Member is entitled and able to recover from the property of the Trustee Fund (after taking account of the costs of exercising its right of indemnity or exoneration).

(b) No further Claim may be made against the Trustee Member personally for any amount outstanding after exercise of such rights.

(c) This clause does not limit the rights of the Issuer to forfeit or effect the sale of any Units in accordance with the Trust Deed and these terms and conditions.

17.3. Acknowledgment of limitations

In respect of any Claim, no person may:

(a) subject to the following, bring proceedings against the Trustee Member in its personal capacity (except to the extent that it is indemnified for such Claim out of the assets of the Trustee Fund); or

(b) seek to wind up, dissolve or appoint an administrator, Investment Advisor, receiver, liquidator or other similar officer to the Trustee Member or its assets except to the extent that the steps taken affect any property of the Trustee Fund or the Trustee Member's right of recourse against, and indemnity from, the property of the Trustee Fund and nothing else.

17.4. Exception

Notwithstanding the foregoing, the Trustee Member may be personally liable to the extent that:

(a) its right of indemnity, exoneration or recoupment out of the property of the Trustee Fund; or

(b) the actual amount recoverable by the Trustee Member in exercise of those rights,

is reduced (in whole or in part) or does not exist, as a result of it acting fraudulently, negligently, with wilful misconduct, dishonesty or in breach of trust.

18. Notices

All notices, requests, demands, approvals and other communications provided for in these terms and conditions must be given in accordance with the Constituent Documents to the address or email address provided in the Online Form.

19. Applicable Law

These terms and conditions and the rights and obligations of the parties to these terms and conditions will be interpreted and enforced in accordance with and governed by the laws of Western Australia, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Western Australia, Australia and its appellate courts.

20. Entire Agreement

Unless an Issuer specifically in writing agrees otherwise, the Constituent Documents and any other agreement expressed to govern your investment in the Trust, contain the entire agreement of the parties with respect to your Units, and there are no representations, covenants or other agreements except as stated or referred to herein.

21. Termination

You agree that, except as permitted by applicable law or as otherwise provided in these terms and conditions, you may not cancel, terminate or revoke these terms and conditions or any agreement made under these terms and conditions, and that these terms and conditions (including the representations, warranties and covenants made in it) will survive your death or legal disability and will be binding upon your heirs, executors, administrators, successors and assigns.

22. Goods and services tax

If a party (Supplier) makes a taxable supply under or in connection with this deed, the recipient of the supply must pay the Supplier an additional amount equal to the GST payable on that supply, at the same time as the GST exclusive consideration, provided that the Supplier has issued a tax invoice to the recipient for that taxable supply.