By submitting this application:

Online application form terms and conditions

1. Introduction

These terms and conditions relate to the subscription by you for units (Units) in the Salter Brothers Tech Fund (the Trust), an Australian unit trust with Salter Brothers Asset Management Pty Ltd ACN 119 833 760 as its trustee (in such capacity, the Trustee) and with Salter Brothers Tech Fund Manager Pty Ltd ACN 669 588 103 as its manager (the Manager, and together with the Trustee, the Issuer, we or us). 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.

2. Force and effect

(a) 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.

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

(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 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 Online Form, with these terms and conditions, constitutes a Subscription Form for the purposes of the Trust Deed, and submission of the Online Form constitutes execution of the Subscription Form for the purposes of the Trust Deed.

3. Subscription Amount

(a) You agree to invest in the Trust the amount which you set out in the Online Form, or such lesser amount as notified to you by the Issuer (your Subscription Amount), to be paid by you as directed by the Issuer subject to and in accordance with these terms and conditions and the Trust Deed.

(b) If the Trust Deed provides for Members to have a 'Capital Commitment', you agree that your Subscription Amount will constitute your Capital Commitment and payments made in respect of your Subscription Amount will constitute Capital Contributions, subject to the Trust Deed. You agree that to be issued Units with Issue Prices equal to the total amount of payments made in respect of your Subscription Amount.

4. Admission

You:

(a) agree to be admitted to the Trust as a Member;

(b) agree with the Issuer to become a party to, and to be bound by the terms of, the Constituent Documents;

(c) agree to subscribe for and be issued Units in the Trust:

(ii) of the class described in the Online Form (or otherwise disclosed to you), if applicable; and

(iii) in accordance with the Trust Deed; and

(d) if it has been disclosed to you that an Enty Fee is payable in connection with your subscription, agree to pay that Entry Fee in accordance with and subject to such disclosure.

5. Representations and warranties

You represent, warrant covenant and declare as follows.

5.1. Constituent Documents, Disclosure Documents and Information

You:

(a) represent and warrant to the Manager and to the Trustee that you have read and understood the Trust Deed with respect to Trust, 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 Trust (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; and

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

5.2. Capacity, powers and terms

(a) 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.

(b) 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.

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

(d) 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.

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

(f) 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.

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

5.3. 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.

5.4. 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.

5.5. 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.

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 us collecting, holding and using your personal information and consent to it being used for:

(i) the purposes of verifying identity you consent to the verification of your personal information against records held by official document issuers or official record holders via third party systems;

(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) We 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 Manager.

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 represent that, as of the date hereof, you have not been subject to any event (a Disqualifying 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.

(f) 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) 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. 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.

18. Limitation of liability

18.1. 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.

18.2. 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.

18.3. 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, manager, 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.

18.4. 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.

18.5. Delegates

Acts and omissions of a person, who is appointed to perform a particular function in relation to a Trustee Fund and who is not an Associate of the respective Trustee Investor, will not be considered to be the fraud, negligence, wilful misconduct, dishonesty or breach of trust of the Trustee Investor for the purposes of the foregoing.

19. 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.

20. 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 Victoria, Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria, Australia and its appellate courts.

21. 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.

22. 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.

For the purposes of FATCA / CRS declaration:

I/we certify that the tax residence countries provided in the application represent all countries in which I/we and/or the controlling person(s) am/are considered tax resident.

I/we acknowledge and agree that information contained in this form and information regarding the account(s) may be provided to the Australian Taxation Office (“ATO”) and that the ATO may exchange this information with the jurisdiction(s) in which I/we am/are resident for tax purposes.

I/we consent to the collection, use and disclosure of my/our personal information for the purposes of Salter Brothers’ compliance with FATCA and the CRS.

I/we undertake to advise the Issuer promptly of any change in circumstance which causes the information contained herein to become incorrect and to provide a suitably updated certification within 30 days of such changes in circumstances.

I/we certify that I/we am authorised to sign for all the account(s) to which this form relates.

I/we declare that all statements made in this declaration are, to the best of my/our knowledge and belief, correct and complete.

I/we have provided to the Issuer CRS Self Certification details (where required), and will advise the Issuer of any change in my/our tax residency and will provide a suitably updated CRS Self Certification form to reflect this change.

I/we have provided to the Issuer completed FATCA Tax Declarations details, and I/we will advise the Issuer of any change in the information provided in the form and will provide an updated and signed copy of that section to reflect that change.