equinox 6 - macquarie...hedge funds and tactical traders, with the security of capital protection1,...

Product Disclosure StatementARSN 113 966 500

MACQUARIE EQUINOX 6 TRUSTAN ISSUE OF INTERESTS IN A REGISTEREDMANAGED INVESTMENT SCHEME

EQUINOX 6For further information please contact:

1800 025 513

02 8232 6838

[email protected]

macquarie.com.au/equinox

OFD 6151 05/05

IMPORTANT INFORMATIONNOTE TO INVESTORSInvestments in the MacquarieEquinox 6 Trust ARSN 113 966 500(the “Trust”, or “Equinox”) are notdeposits with, or other liabilitiesof, Macquarie Bank Limited ABN46 008 583 542 (“Macquarie”) orof any entity in the MacquarieGroup, and are subject toinvestment risk, includingpossible delays in repayment andloss of income and capitalinvested. Neither Macquarie BankLimited, Macquarie PortfolioManagement Limited ABN 55 092552 611 nor any membercompany of the Macquarie Groupguarantees any particular rate ofreturn on, or the performance of,the Trust or the EquinoxReference Portfolio, nor do theyguarantee repayment of capitalfrom the Trust.

Investors should not rely on anystatement made or anyinformation provided by anyperson about this offering that isnot contained in this ProductDisclosure Statement (PDS) orthe “update information” (seebelow).

An investment in the Trust providesaccess to returns derived from a referenceportfolio that includes Hedge Funds andTactical Traders. Hedge Funds and TacticalTraders are described in Section 2. Aninvestment in the Trust contains riskswhich are described in Section 4.

The issuer of this PDS is MacquariePortfolio Management Limited ABN 55092 552 611 (“Responsible Entity”) in itscapacity as trustee and responsible entityof the Trust.

The Responsible Entity currently holdsAustralian financial services licence(“AFSL”) number 238321.

Macquarie provides Capital Protection aspart of the Exposure Agreement for thebenefit of the Trust. This CapitalProtection is available only on the CapitalProtection Date and is subject to theterms and conditions specified in theExposure Agreement. Information aboutthe Exposure Agreement can be found inSections 1,3 and 9.

Macquarie is not the issuer of interests inthe Trust or this PDS, and takes noresponsibility for the offering or for thecontents of this PDS.

Terms throughout this PDS which appearwith the first letter in upper case aredefined terms (e.g. “Trust”, “CapitalProtection” etc.). The defined terms arelisted in the glossary table, which can befound in Appendix 3.

This PDSThis PDS is dated 10 May 2005.

This PDS is available in paper form and isalso available in electronic form at theEquinox website:macquarie.com.au/equinox. Investorswho wish to invest in units in the Trustmust complete an Application Formwhich accompanies this PDS or print andcomplete a copy of an Application Formwhich is included in the PDS on theEquinox website. Applications will beprocessed only on receipt of a signedApplication Form which accompanies thisPDS or which was printed from theApplication Form included in the PDS onthe Equinox website.

This offer is open to Australian residentswho receive this PDS, whether in paperor electronic form, in Australia. Investorswho receive this PDS in electronic formare entitled to obtain a paper copy(including the Application Form) free ofcharge by calling 1800 025 513 or02 8232 1181.

Changes to information in PDSThis PDS is current as at 10 May 2005.Where information that is not materiallyadverse to investors changes, theResponsible Entity will update theinformation by posting a notice on theEquinox website:macquarie.com.au/equinox. (the “updateinformation”). The Responsible Entity willprovide upon request a paper copy of the“update information” to investors.

RepresentationsThis PDS has been prepared and issuedby the Responsible Entity. Any otherparties distributing this product are doingso only as distributor for the ResponsibleEntity. Potential investors should rely onlyon information in the PDS or the “updateinformation”. No person is authorised togive any information or to make anyrepresentation in connection with theoffer of Units in the Trust that is notcontained in this PDS or the “updateinformation”. Any information orrepresentation not so contained may notbe relied upon as having been authorisedby the Responsible Entity.

Further InformationIf you have any questions concerning theinformation contained in this PDS, pleasecontact us on 1800 025 513 or email us [email protected].

Selling restrictions applyThis PDS is not an offer or invitation inrelation to Units in the Trust in any place inwhich, or to any person to whom, it wouldnot be lawful to make that offer or invitation.No action has been taken to register orqualify the Units or the offer or otherwise topermit an offering of the Units in anyjurisdiction outside Australia. Accordingly,the distribution of this PDS (eitherelectronically or otherwise) in any jurisdictionoutside Australia is limited and may berestricted by law. Persons into whosepossession this PDS comes should seekadvice on and observe any suchrestrictions. Any failure to comply with theserestrictions may constitute a violation ofsecurities laws.

The Units have not been and will not beregistered under the US Securities Act of1933, as amended. The Units may not beoffered, sold or delivered within the UnitedStates or to US Persons (as defined inRegulation S under the United StatesSecurities Act 1933, as amended).

Further advice recommendedBefore making an investment decision onthe basis of this PDS you should considerthe appropriateness of the information inthis PDS in the light of your particularinvestment needs, objectives and financialand taxation circumstances.

This PDS contains general information onlyand hence does not take into account yourobjectives, financial situation or needs. Youare advised to read this PDS in its entiretyand seek professional legal, taxation andfinancial advice to determine whether aninvestment in the Trust is appropriate for you.

Privacy ActPlease read the privacy statement locatedat the end of this PDS. By signing anddelivering the Application Formaccompanying this PDS, you consent tothe matters outlined in that statement.

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CONTENTS

The Macquarie Equinox 6 Trust has been designed to provide investorswith efficient access to returns from a reference portfolio of internationalHedge Funds and Tactical Traders, with the security of capital protection1,the cash-flow of distributions, and the added bonus of Profit Lock-ins.

1Subject to the terms and conditions of the Exposure Agreement as described in Sections 1 and 3. See Section 4 for information on risks relating to the CapitalProtection.

Important Information

1. Introduction 3

2. The Investment Strategy 13

3. Rising Capital Protection and Cash Distributions 33

4. Significant risks 39

5. The investment terms 43

6. Fees 47

7. Taxation for Australian residents 51

8. The Trust 55

9. Additional information 59

Appendices 67

Appendix 1 – Australian tax opinion 68

Appendix 2 – Contact directory 69

Appendix 3 – Glossary 70

Application instructions and checklist 76

Application form 77

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2

Significant benefits 4

Investor suitability 4

How do I invest? 4

Important information 5

Key concepts and terms and where to find more information 6

Investment overview – Q & A 9

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S E C T I O N 1

INTRODUCTION

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S E C T I O N 1

INTRODUCTION

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SIGNIFICANT BENEFITS

– Access to returns derived from the Equinox Reference Portfolio of Hedge Funds and Tactical Traders until theCapital Protection Date (30 December 2012)

– Returns from a basket of ten ASX listed securities after the Delivery Date;

– Capital Protection as at the Capital Protection Date2;

– Profit Lock-in feature designed to increase the level of Capital Protection;

– Potential capital growth and income;

– Exposure to offshore markets hedged to Australian dollars;

– Ability to dispose of your investment prior to the Capital Protection Date;

– Minimum investment of $10,000.

INVESTOR SUITABILITYThis investment may suit you if you want to diversify your investment portfolio by gaining access to internationalinvestment and trading strategies within a capital protected framework, and you are a:

– Self-managed superannuation fund;

– Family trust;

– Individual investor; or

– Company.

HOW DO I INVEST?– Read this PDS in full;

– Consult your financial adviser;

– Complete the Application Form found at the back of this PDS, or in the PDS on the Equinox website(macquarie.com.au/equinox); and

– Send in the completed Application Form, with direct debit instructions, any applicable Macquarie investment loan application, or a cheque made payable to:Macquarie Equinox 6 Trust – a/c <insert applicant’s name>

Completed forms should be sent to:Macquarie Equinox Service CentreGPO Box 3423Sydney NSW 2001

Alternatively, Application Forms may be delivered to Macquarie Bank’s Mezzanine Reception, 1 Martin Place,Sydney (entrance on Pitt Street) or sent or delivered to your financial adviser.

– The Offer Close Date is 22 June 2005, subject to the right of the Responsible Entity to extend the date.

2Subject to the terms and conditions of the Exposure Agreement as described in Sections 1,3 and 9. See Section 4 for information on Risks relatingto the Capital Protection

2Subject to the terms and conditions of the Exposure Agreement as described in Sections 1,3 and 9. See Section 4 for information on Risks relatingto the Capital Protection

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Equinox has been designed to provide investors with an efficient way to gain exposure to the Equinox ReferencePortfolio which contains international Hedge Funds and Tactical Traders with the benefit of Rising Capital Protection onthe Capital Protection Date (100% Capital Protection and a Profit Lock-in facility). The Responsible Entity aims to provideinvestors with an income stream, through possible annual distributions, as well as capital growth. Investments such asthe Component Funds contained in the Equinox Reference Portfolio have traditionally been available only to institutionsand high net worth individuals. Equinox provides retail investors with exposure to the performance of such investments,for a minimum investment of $10,000.

After the Delivery Date, the Trust’s investments will consist of a basket of 10 ASX listed securities.

IMPORTANT INFORMATION

Issuer, Responsible Entity Macquarie Portfolio Management Limited as trustee and responsible entity ofthe Macquarie Equinox 6 Trust. The Responsible Entity’s address is No. 1Martin Place, Sydney NSW 2000.

The Trust The Macquarie Equinox 6 Trust, an Australian registered managed investmentscheme.

Unit issue price Units issued under this Offering will be issued at $1.00 each.

Offer Close Date 22 June 20053

Capital Protection Date 30 December 20124

Delivery Date The date 5 Business Days after the final valuation of the Exposure Agreementpertaining to the Capital Protection Date is determined by the Valuation Agent.

Minimum Investment Minimum application of $10,000, with $1,000 increments thereafter.

Issue Date If your application is accepted, Units will be issued to you no later than:

(a) one month after your application monies have been received and cleared5 ; or

(b) 30 June 2005,

whichever is the earlier.

Investment Date The date on which the Responsible Entity will pay to Macquarie $1.00 per Unitunder the Exposure Agreement, expected to be 30 June 2005.

Maximum subscriptions The maximum level of subscriptions that the Responsible Entity proposes toaccept is $250,000,0006.

No further offers The Responsible Entity does not currently intend to offer additional Units afterthe Offer Close Date except under the Distribution Reinvestment Facility.

No minimum subscription The Offering is not subject to any minimum level of subscription and is notor underwriting underwritten or guaranteed

3The Responsible Entity reserves the right to extend the offer period to a date no later than 30 June 2005. If the Offer Close Date is extended, theCapital Protection Date and the Surrender Cut-off Date may be extended by a period not exceeding the extension to the Offer Close Date. TheResponsible Entity will provide notice of any extension to the offer period on the Equinox website at macquarie.com.au/equinox or will provide apaper copy free, upon request.4The Capital Protection Date is fixed once the offer is closed.5Application monies received on or prior to the Offer Close Date will be held by the Responsible Entity in a separate account with Macquariedesignated as a trust account until the Units are issued. You will receive no interest on your Application Amount. Any interest earned will become anasset of the Trust.

6The Responsible Entity reserves the right, in its absolute discretion, to increase this amount, reject applications and to close the offer early.

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INTRODUCTIONContinued

KEY CONCEPTS AND TERMS AND WHERE TO FIND MORE INFORMATIONThis section contains a summary of some of the key concepts and terms and references to other sections of this PDSwhere you can find further information. The meaning of other defined terms (indicated by the first letter being in uppercase) can be found in the Glossary (Appendix 3). You should read this PDS in full before deciding whether to invest.

TERM SUMMARY WHERE TO GO FORMORE INFORMATION

The ExposureAgreement

The EquinoxReference Portfolio

The ComponentFunds

120% exposure

Rising CapitalProtection

ThresholdManagement

The Exposure Agreement with Macquarie will providethe Trust with exposure to the performance of theEquinox Reference Portfolio until the Capital ProtectionDate. The agreement is a deferred purchaseagreement which specifies that Macquarie will deliverthe Delivery Basket7 of ASX listed securities to theResponsible Entity for the benefit of the Trust on theDelivery Date. The Exposure Agreement also providesRising Capital Protection and allows for PeriodicReturns, when applicable. The Exposure Agreement islikely to be initially the Trust’s only significant asset.

A list of assets and liabilities used as a reference pointfor determining the value of the Exposure Agreement.The Equinox Reference Portfolio does not containphysical assets and liabilities.

The Equinox Reference Portfolio will containComponent Funds that employ sophisticatedinternational investment and trading strategies.Approximate initial weightings are:

– 50% to a group of 3 diversified funds of internationalHedge Funds (the “Diversified Funds”); and

– 50% to a group of 3 tactical traders (the “TacticalTraders”).

In order to increase the investment power of theEquinox Reference Portfolio, the investment exposureto the Component Funds reflected in the EquinoxReference Portfolio will initially approximate $1.20 foreach Unit issued at $1.00. The Investment Guidelinesdo not permit the exposure of the Equinox ReferencePortfolio to Component Funds to exceed 130% of thevalue of the Exposure Agreement at any time.

The Exposure Agreement is designed to provide theTrust with Capital Protection as at the CapitalProtection Date. The initial Capital Protected Amountwill equate to $1.00 per Unit, but this may increasethrough Profit Lock-ins being declared.

Note that the benefit of Capital Protectionprovided to the Trust is available only as at theCapital Protection Date.

The Exposure Agreement requires that an assetmanagement method called Threshold Managementbe employed in determining the composition of theEquinox Reference Portfolio. This may result in theEquinox Reference Portfolio’s exposure to ComponentFunds being reduced partially or completely in favourof Security Deposits.

Investment overviewbelow, Sections 2, 3 & 4

Investment overviewbelow and Section 2


Section 2


Section 3

7 See the investment overview in this section for more information on the Delivery Basket.

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Periodic Returns

Withdrawal

Fees

Risks

The Trust will be entitled to Periodic Returns underthe Exposure Agreement where the ExposureAgreement Value has increased sufficiently in anyFinancial Year. Such Periodic Returns are made inconsideration of the Trust having paid for the DeliveryBasket in advance. In such circumstances the Trustwill be able to make Cash Distributions to investors.These distributions may be reinvested under theDistribution Reinvestment Facility.

Any Periodic Returns will reduce the level of theTrust’s exposure to the Equinox Reference Portfoliobut will not reduce the level of Capital Protection.

You will generally be able to withdraw yourinvestment by giving written notice to theResponsible Entity. The minimum withdrawal is for10,000 Units.

To receive the withdrawal proceeds based on aWithdrawal Price for a particular month, we mustreceive your withdrawal request no later than 40 daysbefore the Valuation Day (generally the last BusinessDay) in that month.

Although the Trust is expected to remain liquid, it willusually take up to 40 days from the Valuation Day asat which your Withdrawal Price is calculated until youreceive your withdrawal proceeds. In unusualcircumstances, withdrawal may take longer.

Fees and expenses apply to this offering and to otherarrangements associated with the Trust’s ongoingoperations, including the operation of the ExposureAgreement.

An investment in Equinox involves a number of risks.Prospective investors should consider carefully therisks that may affect the Trust and the performance ofthe Equinox Reference Portfolio before investing.Significant risks include:

– The performance of the Equinox ReferencePortfolio will depend largely on the performance ofthe managers of the Component Funds. There is arisk that these managers may perform poorly orthat the strategies adopted may produceinvestment losses;

– Entering into the Exposure Agreement withMacquarie will result in the Trust taking significantcounterparty risk on Macquarie (that is the risk thatMacquarie may not be able to fulfil its contractualobligations);

Section 3

Section 5

Section 6

Section 4

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S E C T I O N 8

THE COMPANY

S E C T I O N 1



– The Exposure Agreement is with a related party ofthe Responsible Entity. This creates the potentialfor conflicts of interest to arise;

– The managers of the Component Funds mayutilise leverage. Leverage magnifies investmentreturns, both profits and losses

Some general information on the significant taximplications of an investment in the Trust and anopinion from Blake Dawson Waldron are included inthis PDS. Nevertheless, all investors should seek theirown professional taxation advice to determine the taxtreatment applicable in their particular circumstances.

We have established internal and external disputeresolution procedures that you may access if youhave a complaint.

If you decide that your initial investment in the Trustdoes not suit your needs, you can request in writingto have it cancelled within a 14 day cooling offperiod. The cooling off period begins when yourtransaction confirmation is received by you or fivedays after your Units are issued, whichever is earlier.

The Responsible Entity does not take into accountlabour standards or social, environmental or ethicalconsiderations for the purpose of selecting, retainingor realising the Trust’s investments.

Further information on Macquarie and copies of theConstitution are available free of charge.

Should you have any questions about an investmentin the Trust please contact your financial adviser orthe Macquarie Equinox Service Centre:

Phone: 1800 025 513 or 02 8232 1181Email: [email protected]: macquarie.com.au/equinox

Section 7, Appendix 1

Section 9

Section 5

Section 2

Section 9

Taxation

Dispute resolution

Cooling off

Ethical considerations

Further information and questions

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INVESTMENT OVERVIEW – Q & A

How is your money invested?

The Responsible Entity will pay the net proceeds raisedin this Offering to Macquarie as consideration for deliveryof the Delivery Basket under the Exposure Agreement onthe Delivery Date. The Exposure Agreement is designedto provide the Trust with the following significant benefits:

– Exposure to the performance of the ComponentFunds included in the Equinox Reference Portfoliountil the Capital Protection Date;

– Capital Protection, initially equivalent to $1.00 perUnit as at the Capital Protection Date;

– The potential for the level of Capital Protection as at theCapital Protection Date to rise through Profit Lock-ins;

– The potential for Periodic Returns as well as capitalgrowth;

– Foreign currency exposure hedged to Australiandollars;

– Provision of the Delivery Basket on the Delivery Date.

How does the Exposure Agreement work?

The Exposure Agreement is a deferred purchaseagreement for the purchase and delivery of shares (theDelivery Basket) under which the purchase price (in thiscase, the proceeds from this Offering plus anyreinvestments under the Distribution ReinvestmentFacility) is paid up front and settlement (delivery of thesecurities) is deferred until the Delivery Date. TheDelivery Amount is the higher of:

– The Exposure Agreement Value, which will bedetermined by the performance of the EquinoxReference Portfolio up to the Capital Protection Date;and

– the Capital Protected Amount,

each as at the Capital Protection Date.

In this way, exposure to the returns of the EquinoxReference Portfolio and Capital Protection are efficientlydelivered under the same agreement.

The Exposure Agreement is classified as a “derivative”under Chapter 7 of the Corporations Act, because thevalue of the Exposure Agreement will vary significantlyover time by reference to the value of the EquinoxReference Portfolio.

What is the Equinox Reference Portfolio?

The Equinox Reference Portfolio is a list of notionalassets and liabilities, used as a reference point fordetermining:

– the value of the Exposure Agreement from time totime; and

– the Delivery Amount under the Exposure Agreement.

The Equinox Reference Portfolio will be comprised ofassets and liabilities that can be acquired or incurredrespectively, such as Component Funds and foreignexchange contracts. However, the Equinox ReferencePortfolio is not comprised of physical assets and in thatsense is notional - simply a list of assets and liabilitiesused as a reference.

What are the constituents of the EquinoxReference Portfolio?

The Exposure Agreement is designed to track anddeliver returns based on those that could be obtainedby investing directly in the various components of theEquinox Reference Portfolio. The Equinox ReferencePortfolio will initially contain the Component Fundsdescribed in Section 2 (with the weightings and level ofexposure described in that section), foreign exchangecontracts, cash at call and, potentially, interestexpenses. Over time, due to the implementation ofThreshold Management (see Section 3), the EquinoxReference Portfolio may also contain Security Deposits.

How is the Exposure Agreement valued?

The value of the Exposure Agreement will reflect thevalue of the Equinox Reference Portfolio and will becalculated monthly by the Valuation Agent. See Section9 for details.

The value of the Equinox Reference Portfolio will reflectall actual practical considerations (including ComponentFund subscription and redemption terms, capacityconstraints, applicable fees, charges, taxes andbrokerage, transactions costs, interest expenses andany delays in repayments) as if the Trust were itselfinvesting directly in the components of the EquinoxReference Portfolio. The value of the Equinox ReferencePortfolio will also be affected by its foreign currencyexposure being hedged to Australian dollars and byThreshold Management operations as specified in theInvestment Guidelines of the Exposure Agreement.

Can the Equinox Reference Portfolio change?

Yes. Under the Exposure Agreement the ResponsibleEntity is entitled to make changes to the composition ofthe Equinox Reference Portfolio, subject to:

– the changes complying with the InvestmentGuidelines; and

– the changes being able to be implemented physically(even though the Equinox Reference Portfolio isnotional).

– in the case of a new Component Fund, Macquarie’sapproval.

The composition of the Equinox Reference Portfoliomay also change compulsorily as a consequence of theimplementation of Threshold Management.

In managing the composition of the Equinox ReferencePortfolio the Responsible Entity can only implementchanges that would be possible to implement were theportfolio real. In other words, all practical considerationswill be adhered to by the Responsible Entity in itsmanagement of the Equinox Reference Portfolio.

What are the Investment Guidelines?

The Investment Guidelines are mandatory restrictionsconcerning the composition of the Equinox ReferencePortfolio. The Investment Guidelines specify, amongother things:

– Minimum liquidity levels for the Component Funds;

– Minimum track record lengths for the ComponentFunds;

– Minimum levels of diversification within the EquinoxReference Portfolio;

– Maximum allowable percentage allocations toindividual strategies and individual ComponentFunds;

– Minimum levels of assets under management for theComponent Funds;

– The foreign exchange hedging methodology.

The Investment Guidelines may be amended at anytime if the Responsible Entity and Macquarie agree.

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Is Macquarie actually required to acquireassets or incur liabilities that comprise theEquinox Reference Portfolio?

No. Macquarie is not required to acquire assets or incurliabilities that comprise the Equinox Reference Portfolio. Ifit chooses to do so (to hedge its own exposure) the Trustwill have no interest in those assets, nor will it be liable tomeet Macquarie’s liabilities.

How is Capital Protection provided throughthe Exposure Agreement?

Macquarie is required, on the Delivery Date, to deliver tothe Trust the Delivery Basket. The Responsible Entitywill utilise a sale facility offered by Macquarie under theExposure Agreement, to the extent required to satisfyUnitholder withdrawals at the Capital Protection Date.The sale facility allows the Responsible Entity,immediately after delivery occurs, to dispose of part orall of the Delivery Basket for the correspondingproportion of the Delivery Amount. The Delivery Amountmust be the higher of:

– The Exposure Agreement Value; and

– The Capital Protected Amount, each as at the CapitalProtection Date.

If the sale facility is utilised in respect of the wholeExposure Agreement the Trust is assured of receiving atleast the Capital Protected Amount on the DeliveryDate, even if the Exposure Agreement Value pertainingto the Capital Protection Date is below that amount.

The Responsible Entity will not take any action duringthe Trust’s investment in the Exposure Agreement thatresults in the level of Capital Protection available to theTrust, when considered on a per Unit basis, beingreduced.

Can the level of Capital Protection change?

The Capital Protected Amount will initially be theamount the Responsible Entity pays to Macquarie underthe Exposure Agreement. This will be the equivalent atinception of $1.00 per Unit. The Capital ProtectedAmount may rise during the term of the agreement as aresult of Profit Lock-ins being declared. See Section 3for more details of the Capital Protection and the way inwhich Profit Lock-ins can be declared.

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The effect of the Exposure Agreement is that, theCapital Protected Amount, when expressed on a perUnit basis, cannot be reduced by Macquarie prior tothe Capital Protection Date. The Responsible Entityalso agrees not to terminate partially the ExposureAgreement except to satisfy Unitholder withdrawals.

See Section 4 for details on the significant riskspertaining to the Capital Protection.

Is there any Capital Protection before orafter the Capital Protection Date?

No. Capital Protection applies only as at the CapitalProtection Date.

If you withdraw your investment prior to this date youwill receive no benefits of the Capital Protection, andthere will be no ongoing protection for your Units if heldpast this date. You must therefore elect to withdrawyour investment as at the Capital Protection Date inorder to realise the benefits of the Capital Protection.We will write to you around three months prior to theCapital Protection Date with details on how you canwithdraw your investment as at the Capital ProtectionDate.

What is the Delivery Basket?

The Delivery Basket is the basket of securities, pre-purchased by the Responsible Entity, that Macquariemust deliver under the terms of the ExposureAgreement. The Delivery Basket will consist of parcelsof approximately equal value of each of the top ten8

ordinary shares contained in the ASX S&P200 index.

The Delivery Amount will be determined once theExposure Agreement Value pertaining to the CapitalProtection Date has been finalised by the ValuationAgent. To the extent possible the Delivery Basket shouldbe delivered on the Delivery Date. Where this is notpossible due to circumstances beyond the reasonablecontrol of Macquarie, such as suspended trading, theDelivery Basket must be delivered as soon as possiblethereafter.

Can the Trust receive periodic distributions ofincome under the Exposure Agreement priorto the Capital Protection Date?

The Trust is entitled to receive Periodic Returns fromMacquarie each time that the Exposure AgreementValue (adjusted for redemptions) has increasedsufficiently in any Financial Year. See Section 3 fordetails of Periodic Returns and the resultant CashDistributions made from the Trust.

Periodic Returns do not reduce the Capital Protected Amount. Investor withdrawals will not causethe level of Capital Protection, when considered on aper Unit basis, to fall.

8Ranked by market capitalisation as at 10 Business Days prior to the Delivery Date. Macquarie reserves the right to substitute any of these securitiesfor others within the ASX S&P200 index (or a comparable index if that index no longer exists) in the event it is not reasonably practicable forMacquarie to acquire the top ten stocks (for example, if there is lack of liquidity or a trading halt).

Can the Responsible Entity bring theExposure Agreement to an end?

The Responsible Entity reserves the right to gainexposure to the Equinox Reference Portfolio by anymeans other than via the Exposure Agreement that itdeems necessary if, for any reason, the terms of theExposure Agreement no longer suit the ResponsibleEntity’s investment goals for the Trust and aninvestment in the Exposure Agreement is no longerdeemed by the Responsible Entity to be in the bestinterests of Unitholders. This right may be exercised atany time prior to or during the Trust’s investment in theExposure Agreement.

The Responsible Entity will not exercise this right unlessit can secure in an alternate investment at least thesame amount of capital protection that Macquarie wasto provide under the Exposure Agreement. Under sucha circumstance, the Responsible Entity will not investwith a counterparty whose long-term credit rating, asmeasured by Standard & Poors, is lower than the S&Prating applicable to Macquarie as at the date of thisPDS. In such a situation the Responsible Entity will useits reasonable endeavours, having regard to prevailingmarket conditions, to ensure that any alternateinvestment will contain substantially similar terms to theExposure Agreement with Macquarie.

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The Equinox Reference Portfolio 14

What are Hedge Funds and Tactical Traders? 14

120% exposure 14

Why this strategy mix? 15

The Equinox Reference Portfolio’sComponent Funds 16

The initial exposures 16

Key to terms used in the Component Funddescriptions 17

Selectinvest Arbitrage/Relative Value Ltd. 18

Vision Asia Maximus Fund 20

Cadogan Alternative Strategies Fund Limited 22

Transtrend B.V. 24

Vega Diversified Fund Limited 26

Bridgewater Associates, Inc. 28

Table of Component Fund returns andstated targets 30

Portfolio management 31

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S E C T I O N 2

THE EQUINOX REFERENCE PORTFOLIO INVESTMENT STRATEGY

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THE EQUINOX REFERENCE PORTFOLIOThe strategy for the construction and management ofthe Equinox Reference Portfolio has been agreedbetween the Responsible Entity and Macquarie. Thestrategy is that the Equinox Reference Portfolio willinclude Diversified Funds (funds of international HedgeFunds) and Tactical Traders (directly or otherwise) so asto provide investors with exposure to a portfolio ofinvestment and trading strategies believed to becapable of providing attractive returns in a variety ofmarket conditions. Initially the Equinox ReferencePortfolio will include:

– a group of three Diversified Funds; and

– investments providing exposure to three TacticalTraders.

The Equinox Reference Portfolio will also include foreignexchange contracts, cash at call, and may includenotional liabilities to increase investment exposure andSecurity Deposits as appropriate. The inclusion ofSecurity Deposits is possible under the terms of theRising Capital Protection, which is detailed in Section 3.The Equinox Reference Portfolio will not include anyinvestments other than those directly or indirectlygaining exposure to diversified funds of Hedge Funds,Tactical Traders, foreign exchange contracts, SecurityDeposits, notional liabilities or cash at call.

WHAT ARE HEDGE FUNDS AND TACTICALTRADERS?Hedge Funds are usually privately offered funds that areopen mainly to professional investors or high net worthindividuals. As privately managed portfolios, HedgeFunds have flexibility in terms of investment mandatesand may make use of leverage. Unlike most traditionalinvestment funds, which are limited to long (bought)positions in securities, which profit when prices rise,Hedge Funds can also engage in the short sale ofsecurities, which profit when prices decline. Dependingon the Hedge Fund strategy, managers may trade andinvest in a wide range of investments, includingindividual equities, bonds, convertible notes, over-the-counter derivatives, swaps, foreign exchange, Futures,options and mutual funds.

Hedge Funds generally aim to generate positiveabsolute returns, rather than performance relative to abenchmark. The term “Hedge Fund” has been usedbecause many of the managers have constructed theirportfolios with long and short positions to make themless sensitive to broad market fluctuations.

Tactical Trading can be considered to be a “directional”Hedge Fund strategy. Tactical Traders attempt to profitfrom outright moves in single instruments, and in somecases moves in spreads and ratios of instruments, oftenusing Futures, foreign exchange and physical markets.

120% EXPOSUREIn order to increase the investment power of theEquinox Reference Portfolio, the investment exposurereflected in the Equinox Reference Portfolio will initiallyapproximate $1.20 for each $1.00 invested in theExposure Agreement. This 120% exposure willincrease the Equinox Reference Portfolio’s volatility. SeeSection 4 for more information on the risks associatedwith the use of leverage.

To achieve this 120% exposure the Equinox ReferencePortfolio will, where possible, include only partiallyfunded Tactical Trading investments. The methodthrough which it is intended, where possible, to gainexposure to these traders (via the Tactical AccessCompany, described in Section 9) will allow theEquinox Reference Portfolio to reflect an investmentexposure greater than the value of shares in theTactical Access Company.

This will allow the Equinox Reference Portfolio tocontain higher exposure to the Diversified Funds andTactical Traders with lower interest expenses thanwould otherwise be required. The diagram on thefollowing page illustrates the resulting strategy mix.

Where this method of gaining extra exposure to theDiversified Funds and Tactical Traders is not able to beemployed, a notional liability, which will result in interestcosts, may be included within the Equinox ReferencePortfolio from time to time. The maximum exposure tothe Diversified Fund and Tactical Trading investmentsthat the Equinox Reference Portfolio may have is 130%of the Exposure Agreement Value.

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S E C T I O N 2

THE EQUINOX REFERENCE PORTFOLIO INVESTMENT STRATEGY

15

WHY THIS STRATEGY MIX?This strategy mix was chosen by the Responsible Entityto provide diversification across a variety ofsophisticated Hedge Fund and Tactical Tradingstrategies in a way that it believes will provide attractiverisk-adjusted returns in a variety of market conditions.

A group of three Diversified Funds has beenincluded to provide exposure to a broad range ofinternational investment and trading strategies such as:

– long/short equity strategies, where managers seek tobuy under-valued shares and equity instruments andsell short those that are assessed to be over-valued;

– discretionary macro and trading strategies, wheremanagers aim to use fundamental and technicalanalysis to predict price moves in global interest rate,currency, commodity and stock markets;

– event-driven strategies, where managers take positionsbased upon assessments of the effect of events suchas corporate re-structuring, changes in credit rating,mergers and acquisitions and bankruptcies; and

– relative value strategies, where managers seek toexploit pricing anomalies between similar or relatedsecurities, which may include individual equities,convertible notes, physical bonds, bank bills andcommodities, Futures, options, warrants, swaps andcurrencies.

In choosing the Diversified Funds for the Equinox

Reference Portfolio, the Responsible Entity soughtmanagement teams aiming to achieve attractive risk-adjusted returns with investment processes thatemphasise thorough due diligence and risk control. TheResponsible Entity sought managers whose allocations toHedge Funds are made on a discretionary basis.

The Tactical Traders have been included to provide amore concentrated exposure to global financial marketsthrough a series of trading strategies that complement theDiversified Funds’ overall profiles. Being more “directional”in nature, they attempt to profit from outright moves insingle instruments, and in some cases moves in spreadsand ratios of instruments, rather than sourcing equitylong/short trades, event-driven or relative value trades. Thismeans that the sources of risk and return within theTactical Traders can be quite different to those withinDiversified Funds. Such Tactical Traders have generallydisplayed higher volatility than many Diversified Funds butmay also have the potential for higher returns in certainmarket conditions. Many Tactical Traders follow asystematic, rather than discretionary, approach to trading,while some combine a systematic approach with somediscretion.

Each of the Tactical Traders and Diversified Funds hasbeen included based upon the assessment that each addssomething unique to the Equinox Reference Portfolio, thuscreating diversification. The Equinox Reference Portfolio islikely to display low correlation to traditional asset classes(such as equities, bonds and property) and thus aninvestment in the Trust has the potential to provide thoseinvestors holding traditional assets with an effective meansto diversify their existing investments.

30292827262524

$1.40

$1.20

$1.00

$0.80

$0.60

$0.40

$0.20

$0.00

Initial NAV per Unit Initial exposure to Equinox strategy mix

$1.00

TacticalTraders 40c

Diversified Funds 60c


TacticalTraders 60c

$1.20

Figure 1 : The Equinox Reference Portfolio strategy mix

16

THE EQUINOX REFERENCE PORTFOLIO’SCOMPONENT FUNDSThe information about the Component Funds presented inthis Section has been obtained from the relevant managersand is included with their consents. However, theResponsible Entity does not guarantee the accuracy,completeness or currency of the information. Investorsshould note the following in relation to this information:

– the performance histories of each of the Diversified Fundsand each of the individual Tactical Traders’ investmentprograms (the “Component Funds”) have been included inthis section in the form provided by the relevant managerswithout alteration, with the exception of Transtrend B.V.(please refer to the footnotes on page 25 for details of thealterations to the track record of Transtrend B.V.);

– each track record shows performance net of theComponent Fund’s fees for the period from inception of theComponent Fund until 31 March 2005, and is expressed inU.S. Dollar terms without the effect of any currency hedging;

– the Equinox Reference Portfolio will contain currencyhedging transactions to reduce the risk of currencyfluctuations having any material impact on the value ofthe Equinox Reference Portfolio; and

– these track records have not been adjusted for any of thefeatures of this offering including effects of the CapitalProtection mechanism, and do not include the effect of anyfees particular to the Equinox Reference Portfolio or thisOffering.

Information about the Component Fundsand their managers isincluded in this PDS to give investors an insight into theattributes, trading methodology, experience, diversity and risk/reward characteristics of each manager and to help investorsbecome informed about the nature of the investment.

IMPORTANT NOTEIn considering this information you should bear inmind that:

– Past performance is not a reliable indicator offuture performance. Investors should not basetheir decision to invest solely upon pastperformance figures;

– The Trust has not yet issued Units and has noperformance history;

– Although the initial Equinox Reference Portfolio willreflect the performance of the Component Fundsfor which past performance information ispresented, the Responsible Entity will be able tomake changes to the composition of the EquinoxReference Portfolio where those changes complywith the Investment Guidelines set forth in theExposure Agreement;

– The exposure of the Trust (through the EquinoxReference Portfolio) to the returns of theComponent Funds may be reduced as a result ofThreshold Management (Threshold Managementis explained in Section 3). You should notassume that the Trust will remain fully exposed tothe Component Funds in all circumstances. Thismay reduce the Portfolio’s return potential (seeSection 4 for more details).

THE INITIAL EXPOSURESThe intended initial exposures to each ComponentFund will be as illustrated in the following chart.

23222120191817

S E C T I O N 2

THE EQUINOX REFERENCE PORTFOLIO INVESTMENT STRATEGYContinued

$1.40

$1.20

$1.00

$0.80

$0.60

$0.40

$0.20

$0.00Strategy mix Initial exposure to

Component Funds

TacticalTraders 60c


SelectinvestArbitrage/Relative

Value Ltd 20c

Vision Asia MaximusFund 20c

Cadogan AlternativeStrategies Fund

Limited 20c

Vega DiversifiedFund Limited 20c

Transtrend B.V. 20c

Bridgewater PureAlpha 20c

Initial exposures per $1.00 Unit Figure 2: The EquinoxReference Portfolio intendedinitial exposures

17

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KEY TO TERMS USED IN THE COMPONENT FUND DESCRIPTIONSExplanation of terms used in this section:

Compound annual The percentage return required each year of the Component Fund’s existence toreturn arrive at the total return achieved by the Component Fund since its inception

(assuming reinvestment of all income). This figure therefore includes the effect ofcompounding. This is different from the average annual return, which is simply thearithmetic average of the annual returns.

Annualised monthly This is a measure of the variability of the monthly returns. The larger the annualisedvolatility monthly volatility, the more the monthly returns fluctuate around the averagemonthly return.

It is equal to the standard deviation of the monthly returns, adjusted to give an annual figure.

Reward to risk ratio This is a ratio measuring the reward versus risk of an investment and is equal to thecompound annual return divided by the annualised monthly volatility. The higher theratio the better the investment has performed from a reward to risk perspective. As apoint of comparison, the reward to risk ratio of the S&P500 accumulation index overthe last 14 years is approximately 0.73.

VAMI Value Added Monthly Index. Tracks the value of a hypothetical US$100 investment inthe Component Fund since its inception and is shown against a similar US$100investment in the S&P500 over the same period assuming reinvestment of income.

Largest drawdown The largest percentage fall in the Component Fund’s VAMI over any period from onemonth-end to another.

Percentage of winning The percentage of the months since inception that have produced positive returns.months

Average winning The average monthly return of the Component Fund for all those months with positivemonth returns.

Average losing month The average monthly return of the Component Fund for all those months with negativereturns.

S&P500 A capitalisation-weighted index of 500 U.S. stocks, which includes the effect of(accumulation index) dividends being reinvested. The index is designed to measure performance of 500

stocks representing all major industries in the US.

Annual return Shows the return of the Component Fund each year compared to the S&P500 overcomparison the same period. If the year is incomplete, it shows the return for the portion of the

year for which data exist.

Notional funds This term is used for any Tactical Traders whose trading programs may be accessed viamanaged accounts and may not require the accounts to be fully funded (i.e. they maybe able to be traded on margin). The notional funds denote the face value of the amounttraded by the Tactical Trader, rather than the margin lodged in the account.

Risk-adjusted returns Investment returns considered in the context of the volatility of those returns. Risk-adjusted returns considered attractive by the Responsible Entity would likely have ahigh reward to risk ratio.

Annualised historical The compound annual return of the Component Fund over various time periods lookingreturns back from the present, such as the most recent three years, five years etc.

The S&P500 accumulation index has been included as a point of comparison only. The Equinox Reference Portfolio is notan index-linked investment and presents a different risk profile to an investment linked to the S&P500 accumulation index.The S&P500 accumulation index track record has been included to provide investors with a frame of reference fromwhich to consider the performance information of the Component Funds.

18

23222120191817

S E C T I O N 2


23222120191817

Manager: Union Bancaire Privée AssetManagement LLC

Fund: Selectinvest Arbitrage/RelativeValue Ltd.

Strategy: Fund of Hedge Funds

Inception Date: August 1998

Firm Background

Union Bancaire Privée Asset Management LLC(“UBPAM”) is a limited liability company incorporated inthe USA and is registered with the U.S. Securities andExchange Commission (SEC) as a Registered InvestmentAdvisor (RIA). Founded in 1998, UBPAM’s primarybusiness is managing funds of hedge funds. Prior tojoining UBPAM, the principals of the firm built andmanaged successful funds of hedge funds, and as such,have nearly 65 years of combined investment experience.

UBPAM is a member of Union Bancaire Privée’sAlternative Asset Management Group (“UBP AAMG”).Union Bancaire Privée (“UBP”) was founded in 1969 andhas been investing in hedge funds since the early 1970s.

Fund Description

Selectinvest Arbitrage/Relative Value Ltd. (the “Fund”) isa fund of hedge funds, designed to produce above-average, risk adjusted long term returns with low andcontrolled volatility by investing in non-directional hedgefund strategies that focus on deep value opportunitiesand pricing anomalies in the global marketplace.

Investment Process

UBPAM seeks managers who employ best practiceprocedures and who have an excellent infrastructureand solid reputation in the hedge fund industry.UBPAM dedicates significant resources to managerselection and portfolio management, and has accessto valuable resources such as manager research fromthe Geneva and London offices of UBP AAMG as wellas one of the leading structural risk analysis teams inthe hedge fund industry. This team is solely dedicatedto researching and evaluating the non-investmentoperational procedures of a hedge fund. These officesassist UBPAM in the identification, research, selectionand monitoring of hedge fund managers.

The firm’s organisation and resources greatly contribute toUBPAM’s success in selecting top tier hedge fundmanagers. While qualitative and quantitative analysts inNew York are in constant collaboration with affiliates inGeneva and London, the structural risk specialists are partof a separately-organised company within UBP AAMG.Segregation of duties enables these separate entities tosustain the highest level of integrity in assessing, selectingand approving managers for the Fund and to present themost accurate and objective information regarding ahedge fund under consideration for investment.

UBPAM constructs and manages the Fund’s portfoliofrom its universe of approved managers and with strictadherence to overall portfolio risk-return objectives.

Global Network and Resources

With US $5.86 billion managed by UBPAM and anadditional US $13 billion managed through its Europeanaffiliates, totalling approximately US $19 billion as of April1, 2005, UBP AAMG is one of the largest allocators ofcapital to the hedge fund industry. UBPAM believes thatthis position, combined with the experience of its teamand a thorough process of manager evaluation andselection, benefits its investors from:

– Global network and vast resources that enable theidentification of the top hedge fund managers in thehedge fund industry;

– Access to hedge funds that are otherwise closed tonew investors;

– Greater transparency and communication from themanagers; and

– Proven track record of selecting top tier managersresulting in above average risk-adjusted rates of return.

SELECTINVEST ARBITRAGE/RELATIVE VALUE LTD.

31302928272625

19

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ANNUALISED HISTORICAL RETURNS

Last: Return

1 Year 5.71%

2 Years 8.68%

3 Years 6.88%

4 Years 6.53%

5 Years 7.76%

6 Years 8.32%

ANNUAL RETURN COMPARISON

KEY STATISTICS

Compound annual return 7.79%

Annualised monthly volatility 3.07%

Reward to risk ratio 2.54

Largest drawdown -4.76%

Percentage of winning months 91.25%

Average winning month 0.83%

Average losing month -1.44%

VAMI COMPARISON

All data are current as at 31 March 2005 and the source is UnionBancaire Privée Asset Management LLC. The monthly return for March2005 is an estimate.

Performance results for Series QN Shares of Selectinvest Arbitrage/RelativeValue Ltd. (the “Fund”) are net of the underlying managers’ fees andexpenses, Union Bancaire Privée Asset Management’s fees and all Fundexpenses, and reflect the reinvestment of dividends, interest and capitalgains. Series QN Shares of the Fund were not offered prior to May 2004.Therefore, the returns from May 2004 to the present are the returns of theQN Shares of the Fund, whereas the returns from August 1998 through April2004 are the returns of ARV Ltd., which have been restated to reflect thefees payable by Series QN investors (Series QN Shares are subject tomanagement fees of 1.25% per annum and an administration fee of 0.10%per annum). Performance results for August 1998 through March 2004 arebased on audited ARV Ltd. net asset values. The returns for April 2004through February 2005 are based on unaudited ARV Ltd. net asset valuesand are subject to change. The March 2005 performance figure isbased on preliminary performance figures obtained from managersof the underlying funds and it, and all figures incorporating it, aresubject to change. Past results are not necessarily indicative of futureresults.

The S&P500 (accumulation index) is an unmanaged capitalisation-weighted index of 500 US stocks, which includes the effect of dividendsbeing reinvested and does not reflect the deduction of any fees. Thisindex is presented merely to show the general trends in the market for theperiod presented and is not intended to imply that the Fund’s portfolio iscomparable to the index either in composition or element of risk.

20

23222120191817

S E C T I O N 2


Manager: Vision Asia Pacific Limited

Fund: Vision Asia Maximus Fund

Strategy: Diversified Asian Fund of HedgeFunds

Inception Date: April 2002

Firm Background

Based in Hong Kong, Vision Investment Management(“Vision”), the parent company of Vision Asia PacificLimited, is an independent fund of hedge fundsmanager. The team has experience in managing bothglobal and Asian-focused fund of hedge funds and hasdeveloped a rigorous manager selection, portfolioallocation and risk management process. Moreimportantly, the presence in the Asia-Pacific regioncoupled with a strong network of industry contacts hasenabled Vision to identify quality emerging managers.Vision has thus become one of the gateways forinternational investors who wish to gain exposure toabsolute returns in Asia. As at 1 April 2005, Vision hasapproximately US$800 million under management.

Fund Description

Vision Asia Maximus Fund (the “Fund”) is a Pan-Asiamulti-strategy fund of hedge funds, designed to provideinvestors with exposure to the Asian markets without theinherent high volatility typically associated with investing inthe region. In managing the assets of the Fund, abalance is maintained between equity and non-equitystrategies across a number of hedge fund managers.

Vision Asia Maximus Fund was recently awarded with“2004 Best Asia Fund” from InvestHedge. In the past,the Fund was also awarded with “Best Asia Fund ofHedge Funds” and “Best Fund of Asian Hedge Funds”from Asian Investor in 2004 and Asia Asset Managementin 2003 respectively.

Disciplined Investment Process

Vision’s ability to generate absolute returns while maintainingconsistently low volatility in the Fund reflects the effectivenessof its disciplined investment process. Vision’s investmentprocess is iterative and consists of 4 phases:

Phase 1: Manager Identification – this involves filtering andscreening hedge fund managers followed bydetailed due diligence of selected managers ineach hedge fund strategy.

Phase 2: Research & Analysis – this involves furtherqualitative and quantitative analysis of selectedmanagers to determine their overall suitability forthe investment portfolio.

Phase 3: Asset Allocation & Risk Management – thisinvolves combining the qualitative and quantitativeanalysis with investment market intelligence, givingregard to correlations amongst strategies andmanagers and risk guidelines at both theunderlying funds and the portfolio levels to ensureoptimal portfolio diversification.

Phase 4: Continuous Monitoring – this involves frequenton-going review of both the hedge fundmanagers and the overall portfolio.

VISION ASIA MAXIMUS FUND

21

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Last: Return

1 Year 8.67%

2 Years 18.34%

3 Years 13.65%


KEY STATISTICS








VAMI COMPARISON

All data are current as at 31 March 2005 and the source is Vision AsiaPacific Limited. The monthly return for March 2005 is an estimate.

InvestHedge, Asian Investor and Asia Asset Management are industrypublications.

The track record shown above represents the actual performance ofVision Asia Maximus Fund - Class A Shares.

22

23222120191817

S E C T I O N 2


Manager: Cadogan Management, LLC

Fund: Cadogan Alternative StrategiesFund Limited

Strategy: Diversified Fund of Hedge Funds

Inception Date: February 1997

Firm Background

Firm Description: Cadogan Management, LLC(“Cadogan”), formed in 1995, is a limited liabilitycompany incorporated in Delaware (USA.). The firm’sgoal since inception has been to provide investors withaccess to top quality hedge fund managers through amulti manager approach. It operates independentlyfrom any investment house or manager.

As of 28 February, 2005, Cadogan has approximatelyUS$1.47 billion of clients’ assets under management.

Fund Description

The Cadogan Alternative Strategies Fund Limited (the“Fund”) aims to achieve both preservation of capitaland long-term growth. The Fund does not directly useleverage, and only invests in funds where use ofleverage is considered prudent. Historically, the Fundhas been in aggregate approximately 60% long and40% short, for a net exposure of 20%, albeit that theFund has and is being managed such that it exhibitslittle or no sensitivity to broad equity marketmovements. The majority of the Fund’s capital isallocated to long/short equity strategies, with smallerallocations to event-driven strategies, credit-relatedstrategies and low-leverage arbitrage. The fund alsohas an allocation to short-oriented managers.

Cadogan seeks to generate absolute returns,uncorrelated to the equity and fixed income marketswith low levels of risk.

Portfolio Management

Cadogan seeks to allocate assets among managerswith proven track records and emerging managerswho have not yet been discovered by the investmentcommunity. The emerging managers tend to havesufficiently low levels of capital under management thatthey can remain nimble in their portfolio selection andinvestment management. Many such managers have alow profile and are difficult for an individual investor toidentify, analyse and access.

These managers are identified and monitored on an ongoing basis by the proprietary qualitative andquantitative methodology developed by Cadogan. TheFund intends to provide its investors the opportunity tocapture the attractive returns offered by these managerswithout the attendant levels of volatility and risk that theycould individually experience.

Key Attributes

– Consistent absolute performance – the Fund has metits objective with low volatility and low drawdowns.

– Attractive risk-adjusted returns in a broad range ofmarket climates – the Fund has performed particularlywell during periods of US equity market decline.

– Diversification among investment styles and managers –the Fund seeks to generate returns by using managersapplying different techniques and approaches in a broadrange of market sectors.

– Active use of emerging managers who are sufficientlynimble to provide attractive risk-adjusted returns –considerable due diligence and the experience ofCadogan professionals allows for diminished ‘smallbusiness’ risk.

– Active use of managers with net short exposures –experience has shown that such managers provide aportfolio hedge during major market declines.

– Portfolio leverage – the Fund has been able to meetits return objectives without taking on the risk ofexplicit portfolio leverage.

– The Fund aims to maintain a low net exposure to theequity markets – the Fund has achieved a correlationof close to zero versus the major U.S. market indices.

– Long-term investment approach – the Fund does notrely on market timing for results.

CADOGAN ALTERNATIVE STRATEGIES FUND LIMITED

23

30292827262524


KEY STATISTICS








VAMI COMPARISON

All data are current as at 31 March 2005 and the source is CadoganManagement, LLC. The return for March 2005 is an estimate.


Last: Return

1 Year 2.67%

2 Years 7.37%

3 Years 6.49%

4 Years 8.27%

5 Years 10.23%

6 Years 10.56%

8 Years 8.30%

24

23222120191817

S E C T I O N 2


Manager: Transtrend B.V., Rotterdam,The Netherlands

Program Name: Diversified Trend Program –Enhanced Risk (USD)

Strategy: Commodity Trading Adviser (CTA). Diversified systematic tradingusing trend-following techniques.

Inception Date: January 1995

Firm Background

The Diversified Trend Program – Enhanced Risk (USD)(“DTP-ER-USD”) is a managed futures programdesigned to pursue capital growth within the limits of adefined risk tolerance. DTP-ER-USD is based entirelyon quantitative analysis of signalled price behaviour ofoutright prices and of intra-market and/or inter-marketspreads in the markets concerned. The program mayenter into both long and short positions in any of themarkets involved, or it may have no position. Thetrading program is systematic by nature and requires aconsistent application. Therefore, discretionary inputsare not essential to the effectiveness of the program.

The analytical approach attempts to benefit fromcategorised price patterns in global markets including(futures and forward contracts of) stock indices,interest rate instruments, currencies and tangiblecommodities. The approach is extremely consistentand disciplined and has demonstrated to be effectivesince its implementation.

The trading adviser of the program is Transtrend B.V.(“Transtrend”) a Dutch limited liability company formedon November 7, 1991 to provide futures trading andinvestment services to selected clients. In the USA,Transtrend is registered as a Commodity TradingAdviser (CTA) with the Commodity Futures TradingCommission (CFTC) and is a member of the NationalFutures Association (NFA). It is licensed as an assetmanager - and subject to regulation - by theNetherlands Authority of the Financial Markets.

Since June 17 of 2002, 49% of the voting interest in thetrading adviser is owned by a major Dutch assetmanagement firm with managed assets ofapproximately Euro 113 billion.

Transtrend’s investment management team is comprisedof experienced trading professionals with a wealth ofexpertise in financial markets. This professional expertiseis supported by innovative research, an advancedinfrastructure, and an extensive proprietary database.

Transtrend currently has the equivalent of over US$2.9billion under management, including notional funds.

TRANSTREND B.V.

25

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Last: Return

1 Year 6.68%

2 Years 8.51%

3 Years 15.56%

4 Years 15.90%

5 Years 17.67%

7 Years 14.20%

9 Years 19.19%


KEY STATISTICS








VAMI COMPARISON9

9The statistical information and charts shown on this page reflect thecombination of (a) the composite of the performance of all the accountstraded by Transtrend for its Diversified Trend Program - Enhanced Risk(USD) for the period from January 1995 through November 2003(“Transtrend DTP-ER-USD Composite”) and (b) the performance of themanaged account of the Tactical Access Company traded pursuant toTranstrend’s Diversified Trend Program - Enhanced Risk (USD) for theperiod from December 2003 through March 2005 (“the TAC Account”).For the purposes of this PDS, such combination is referred to as the“Transtrend-Cradle Composite”.

For the avoidance of doubt, the VAMI Comparison chart, the AnnualReturn Comparison chart, the Key Statistics and the AnnualisedHistorical Returns information have been prepared on this basis.

With respect to the Transtrend DTP-ER-USD Composite, theperformance of one managed account has been excluded from thecomposite for the whole of 1997 due to more favourable performanceachieved in that account that year due to a higher risk profile.

All data are current as at 31 March 2005. The source is Transtrend forthe Transtrend DTP-ER-USD Composite and the Tactical AccessCompany for the TAC Account.

26

23222120191817

S E C T I O N 2


Manager: Vega Asset Management Limited

Fund: Vega Diversified Fund Limited

Strategy: Global Macro Trading

Inception Date: February 2003

Firm Background

Vega Asset Management Limited (“Vega”) has broughttogether a team of individuals with over 120 years ofcumulative trading experience. Using opportunisticglobal macro and relative value trading strategies,Vega's investment outlook is based on global macroviews developed through both fundamental andtechnical analysis.

While the various funds managed by Vega utilisevarious levels of leverage and trading styles that aremore or less aggressive to achieve each of theirparticular investment objectives, a disciplined risk-reward framework coupled with loss limitingparameters underlies the trading tactics deployed byVega for all the funds it manages. Vega DiversifiedFund Limited (the “Diversified Fund”) comprises four ofthe Vega funds, offering exposure to various tradingstyles with different levels of leverage.

Vega's suite of funds is managed such that their returnobjectives can be achieved in both rising and fallingmarkets and with low levels of correlation with majorstock or bond market indices.

As at 31 March 2005, Vega has approximately $10.5billion under management, making it one of the largesthedge fund asset management firms in the world.

Fund Description

The investment objective of the Diversified Fund is togenerate attractive absolute returns on its assets overthe intermediate to long term by investing in Vega GlobalFund Limited (“Vega Global”), Vega Select OpportunitiesFund Limited (“Vega Select”), Vega Relative Value FundLimited (“Vega Relative Value”) and Vega Feeder FundLimited (“Vega Feeder”) (collectively the “Vega Funds”).At the end of each month, the Diversified Fund allocates25% of its assets to each of Vega Global, Vega Select,Vega Relative Value and Vega Feeder or otherwise asmay be necessary to replicate the weighting of theDiversified Fund between the Vega Funds.

The Vega Funds invest primarily in G-10 governmentfixed income and currency markets with some emergingmarket and equity index exposure. The instruments thatthe Vega Funds invest in include listed futures andoptions, sovereign government bond and bond options,over-the-counter interest rate swaps and swaptions,spot/forward foreign exchange and options, listedequities and equity indices.

VEGA DIVERSIFIED FUND LIMITED

27

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Last: Return

1 Year 6.02%

2 Years 11.40%

3 Years 10.42%


KEY STATISTICS








VAMI COMPARISON10

10The track record shown above represents (a) the actual performance ofthe Vega Diversified Fund Limited for the period since its inception, 1 February 2003, until 31 March 2005 and (b) the pro formaperformance of a portfolio of equal investments in Vega Global FundLimited, Vega Select Opportunities Fund Limited, Vega Relative ValueFund Limited and Vega Feeder Fund Limited (the constituent funds inVega Diversified Fund Limited) using the actual performance of these fourconstituent funds for the period from January 2002 to January 2003.

All data are current as at 31 March 2005 and the source is Vega AssetManagement Limited.

28

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S E C T I O N 2


Manager: Bridgewater Associates, Inc.

Program Name: Pure Alpha Strategy

Strategy: Discretionary Global Macro

Inception Date: December 1991

Firm Background

Bridgewater Associates, Inc. (“Bridgewater”) wasfounded in 1975 to provide money management andconsulting services in the global credit and currencymarkets. Initially, these services were provided tocorporations in the management of income andbalance sheet exposures, however today institutionalportfolio management is Bridgewater’s sole focus.Bridgewater is registered with the U.S. Securities andExchange Commission (SEC) as a registeredinvestment advisor and as a Commodity TradingAdvisor (CTA) and as a Commodity Pool Operator withthe National Futures Association (NFA).

As at 1 April 2005, Bridgewater was managingapproximately US$105 billion in assets for a wide arrayof institutional clients, including corporate and publicpension funds, university endowments, charitablefoundations, supranational agencies, foreigngovernments and central banks. This includesapproximately US$27 billion managed in accordancewith its Pure Alpha Strategy.

The Pure Alpha Strategy (“Pure Alpha”) is afundamentally based trading approach that is groundedon the belief that the returns of individual markets andasset classes are primarily driven by changingmacroeconomic conditions. Through its rigorousfundamental research, Bridgewater has identifiedsustainable linkages and relationships concerningmacro-economic influences on the behaviour of financialand commodity markets. These linkages andrelationships have been tested across various economicand market environments for reliability and incorporatedinto Bridgewater’s proprietary investment process. Thisprocess allows Bridgewater to make an assessment ofthe expected return for each market and executecorresponding trades in those markets.

The senior investment professionals at Bridgewater havean average of over 20 years of experience in thefinancial markets. The research and trading team iscomprised of more than 80 people. This team issupported by other internal departments that provideservices and support in operations, legal & compliance,accounting, administration, and client services.

BRIDGEWATER ASSOCIATES, INC.

29

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Last: Return

1 Year 14.85%

2 Years 17.35%

3 Years 17.40%

4 Years 16.14%

5 Years 10.85%

7 Years 9.64%

10 Years 13.02%


KEY STATISTICS








VAMI COMPARISON

The performance information shown above reflects the combination of(a) the actual performance of the Bridgewater Pure Alpha Fund1 - which is traded pursuant to the Pure Alpha Strategy - since itsinception, 1 May 1999, until 31 March 2005; and (b) the actualperformance of the partially funded managed account traded pursuantto the Pure Alpha Strategy for the period from December 1991 to April1999, restated to reflect a fully funded account by applying suchactual performance to an initial notional amount (as adjusted for gainsand losses), adjusted to include imputed interest using US 30-dayT-bill rates and Bridgewater Associates Inc.’s standard Pure AlphaStrategy fees.

All data are current as at 31 March 2005 and the source isBridgewater Associates, Inc.

30

TABLE OF COMPONENT FUND RETURNSAND STATED TARGETSTable 1 contains information on each Component Fundin the Equinox Reference Portfolio. Included are theintended initial weights allocated to each ComponentFund, the inception date of each trading program orfund to be included in the Equinox Reference Portfolio,the compound annual return for each, and eachmanager’s stated annual return target (net of fees) forthe medium term (4 to 7 years).

Using the table below, investors may compare eachmanager’s actual historical performance to their statedmedium term annual return targets.

Investors should be aware that the historicalreturns achieved by the managers are not reliableindicators of future returns for either theComponent Funds or the Equinox ReferencePortfolio as a whole. The managers’ stated returntargets are not projections, forecasts or predictionsnor do they reflect the result of a simulation offuture performance. Future performance may differmaterially. These targets are used by the managersin determining the level of risk undertaken inmaking investment decisions and have beenincluded so that investors may gain an insight intothe type of reward sought and the commensuraterisk undertaken for various Component Fundswithin the Equinox Reference Portfolio.

23222120191817

S E C T I O N 2


11Returns are calculated over the period from inception to 31 March 2005.12Return target as at 31 March 2005.13This return reflects the combination of (a) the composite of the performance of all the accounts traded by Transtrend for its Diversified TrendProgram - Enhanced Risk (USD) for the period from January 1995 through November 2003 (“Transtrend DTP-ER-USD Composite”) and (b) theperformance of the managed account of the Tactical Access Company traded pursuant to Transtrend’s Diversified Trend Program - Enhanced Risk(USD) for the period from December 2003 through March 2005 (“the TAC Account”).

COMPONENT INITIAL EXPOSURE INCEPTION COMPOUND MANAGER’S FUND/ IN EQUINOX REFERENCE DATE ANNUAL STATEDPROGRAM PORTFOLIO (WHERE RETURN11 RETURN

INITIAL EXPOSURE = 120% TARGET12

OF THE EXPOSUREAGREEMENT VALUE)

SelectinvestArbitrage/RelativeValue Ltd.

Vision AsiaMaximus Fund

CadoganAlternative Strategies FundLimited

TranstrendDiversifiedTrendProgram –Enhanced Risk(USD)

Vega DiversifiedFund Limited

BridgewaterPure Alpha

Table 1 : Component Fund information

20%

20%

20%

20%

20%

20%

Aug 1998

Apr 2002

Feb 1997

Jan 1995

Feb 2003

Dec 1991

7.79%

13.64%

8.48%

19.36%13

12.09%

11.52%

7-10%

15%

8-12%

20%

15-20%

12%

31

The Equinox Reference Portfolio and the ComponentFunds should not be seen as predictable, low riskinvestments. The returns of the Component Funds havesometimes exceeded their return target and sometimesfallen short. In fact, the Component Funds have eachexperienced periods of negative returns. Investorsshould be aware that the Trust’s Unit price is likely todisplay high volatility leading to significant fluctuations inmonthly returns. The Responsible Entity estimates thatthe annualised monthly volatility is likely to be less than12%, but may rise to far higher levels. High volatilitydoes not imply that investment returns over the mediumterm will be negative (although they may be), but itdoes suggest that returns over short periods of time willbe unpredictable and may vary significantly from periodto period. Therefore investors should not expectconsistent returns every year.

PORTFOLIO MANAGEMENTThe six Component Funds described in the precedingpages have been chosen by the Responsible Entity to beincluded in the Equinox Reference Portfolio. TheResponsible Entity has chosen this Portfolio with theintention of leaving the strategy mix generally unchangedthroughout the term of the investment except for periodicre-balancing to original weights. As such, investors shouldensure they are comfortable with the possibility that thecomposition of the Equinox Reference Portfolio mayremain unchanged for the entirety of their investment.

The Responsible Entity has retained the services ofMacquarie International Capital Advisors Pty Limited(“MICAP”), a wholly owned subsidiary of Macquarie, toact as Risk Adviser. In this role MICAP will monitor theEquinox Reference Portfolio’s exposure to theComponent Funds and advise if it believes there is amaterial breach of conduct, in terms of the investing,trading or business activities of the managers of theComponent Funds. Material breaches of conduct byComponent Fund managers would include significantdeviation from stated investment mandate, failure toadhere to stated risk limits, deterioration in operational,risk management or trading practices, significantdeterioration of, or inadequate, infrastructure orpersonnel, rapidly exceeding stated capacity limits,deception, misrepresentation or inadequate ongoing

disclosure, inadequate data redundancy, or othercircumstances that might arise that may be consideredto increase the investment, trading, operational orbusiness risk of the manager to unacceptably high levels.MICAP’s role will include frequent Portfolio monitoring,regular contact with the managers of the ComponentFunds, site visits to those managers, and risk monitoring.

MICAP will also advise the Responsible Entity on anychanges to the Equinox Reference Portfolio. TheResponsible Entity reserves the right to change one orall of the Component Funds, or to add new managersat any time during the course of the investment, for anyreason. However, the Responsible Entity does notintend to manage the Equinox Reference Portfolio in a“high-turnover” fashion and will make changes onlywhen they are considered to be necessary and areevaluated to be in the best interests of its Unitholders.A change may occur, for example, if the ResponsibleEntity believes that a change in a manager’s originalinvestment strategy means that the strategy no longercomplements the Equinox Reference Portfolio’s overallstrategy. At the date of this PDS the Responsible Entityhas no Equinox Reference Portfolio alterations planned.

If the Responsible Entity decides that a change in theEquinox Reference Portfolio is warranted it will informMacquarie of its decision. If the proposed alterationconforms to the Investment Guidelines set forth in theExposure Agreement, Macquarie must implement theappropriate change to the Equinox Reference Portfolioat the earliest practicable date. If the proposed changecontravenes the Investment Guidelines in any way or ifthe proposal includes a new Component Fund andMacquarie does not approve of that Component Fund’sinclusion Macquarie will not be obliged to make thealteration. In such a case the Responsible Entity willreconsider its proposed changes and decide whetherto leave the Equinox Reference Portfolio unchanged oradjust its proposal to accommodate the InvestmentGuidelines. The Investment Guidelines are outlined inSection 1.

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Compulsory Equinox Reference PortfolioChanges

It may be necessary for the composition of the EquinoxReference Portfolio to change in other circumstances.The Equinox Reference Portfolio will be managed with allpractical considerations that would apply were theEquinox Reference Portfolio comprised of physical assetsand liabilities being adhered to (including those factorsrelating to capacity constraints and subscription andredemption terms of the Portfolio’s Component Funds).For example, a situation may arise in which aComponent Fund’s redemption terms change (it maymove from monthly redemptions to quarterlyredemptions, for example), creating a breach of theEquinox Reference Portfolio’s Investment Guidelines.Similarly, a Component Fund may, due to capacityconstraints, return capital to some or all of its investors.Such situations, and any others that would affect theEquinox Reference Portfolio were the Trust investingdirectly in its constituents, may result in Macquarieadvising the Responsible Entity that the EquinoxReference Portfolio must change. If the ResponsibleEntity, in collaboration with the Risk Adviser or otherwise,does not propose an acceptable remedy to thecomposition of the Equinox Reference Portfolio within 10Business Days after being informed by Macquarie of thecurrent or impending breach, Macquarie may instigateany change to the Equinox Reference Portfolio it believesto be appropriate in the circumstances.

Equinox Reference Portfolio re-balancing

The Responsible Entity intends to re-balance theComponent Funds of the Equinox Reference Portfolioperiodically to reflect the initial relative weights,assuming that it contains the same Component Fundsas at inception. Thus, if one manager within theEquinox Reference Portfolio outperforms the otherssignificantly, causing a deviation from the initial weights,the Equinox Reference Portfolio will likely be broughtback to the original ratios by re-balancing. Under theExposure Agreement the Responsible Entity maychoose to re-balance the Equinox Reference Portfolioat any time.

If such a re-balance is not possible for some reasonbeyond the control of the Responsible Entity, such asone of the Component Funds being closed to furtherinvestments, the Responsible Entity may re-balancethe Equinox Reference Portfolio according to its owndiscretion, or choose an alternative Component Fundmanager (subject to Macquarie's approval of anyalternative manager).

All changes to the Equinox Reference Portfolioproposed by the Responsible Entity, including such re-balances, must be consistent with the InvestmentGuidelines set forth in the Exposure Agreement in orderto be implemented by Macquarie.

Initial and final periods of the ExposureAgreement

The Responsible Entity contemplates that the EquinoxReference Portfolio will be comprised of cashinvestments and/or Security Deposits for approximately25 days immediately following the Investment Date andfor approximately 30 days prior to the CapitalProtection Date. In the last three months of the term ofthe Exposure Agreement, the Equinox ReferencePortfolio composition may be progressively shifted fromComponent Funds to cash at call and/or SecurityDeposits, so that it is comprised of those constituentsexclusively on the Capital Protection Date.

Portfolio management after the DeliveryDate

Once the Delivery Basket has been delivered to theTrust, and to the extent that the sale facility has notbeen utilised, the Trust assets will consist mainly of theportfolio of delivered shares. The Responsible Entityintends to leave the portfolio unchanged, and willdistribute any dividends and attached franking creditsto Unitholders annually.

The same investment terms will apply for investorwithdrawals after the Delivery Date as are specified inSection 5. The Responsible Entity will fund investorwithdrawals by disposing of such portion of one ormore of the different shareholdings in the portfolio thatit deems appropriate.

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S E C T I O N 2


Capital Protection 34

Profit Lock-ins 34

Cash Distributions 35

Distribution Reinvestment Facility 35

Threshold Management explained 36

Threshold Management effects 37

Examples 37

S E C T I O N 3

RISING CAPITAL PROTECTIONAND CASH DISTRIBUTIONS

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34

The Trust’s investment in the Exposure Agreement isdesigned to provide the Trust with the security ofCapital Protection, the potential for annual distributions,and the added bonus of Profit Lock-ins.

CAPITAL PROTECTIONHolders of Units can receive the benefit of the CapitalProtection only as at the Capital Protection Date. Thelevel of protection available to the Trust as at theCapital Protection Date (the Capital Protected Amount)will initially be the amount the Trust will pay Macquarieunder the Exposure Agreement. This will equate to$1.00 per Unit.

Units redeemed prior to the Capital Protection Date willnot receive the benefits of Capital Protection. Unitsheld after the Capital Protection Date will not have thebenefits of Capital Protection after that date. Investorswanting to ensure they realise the benefits of theCapital Protection therefore have to withdrawtheir investment as at the Capital Protection Date,rather than disposing of Units earlier, or holdingUnits past that date.

The Capital Protection is provided to the Trust via theExposure Agreement. The terms of the ExposureAgreement state that Macquarie must deliver to theTrust, on the Delivery Date, the Delivery Basket. Thecomposition of the Delivery Basket will be determinedusing the Delivery Amount and the closing price of theDelivery Securities on the Delivery Date. The DeliveryAmount must be the higher of:

– the Exposure Agreement Value; and

– the Capital Protected Amount,

each as at the Capital Protection Date. TheResponsible Entity is also entitled to use a sale facilityoffered by Macquarie under the Exposure Agreement,by giving notice in advance. The sale facility allows theResponsible Entity, immediately after delivery, to sell,through Macquarie, the Delivery Basket (or part thereof)for the Delivery Amount (or the corresponding fractionthereof).

Under the Exposure Agreement the Equinox ReferencePortfolio must conform to a set of InvestmentGuidelines, which includes the use of ThresholdManagement. Threshold Management is describedlater in this section. Macquarie is responsible forcompliance with the Investment Guidelines.

The Delivery Amount will be used to calculate theWithdrawal Price in respect of the Capital Protection Date.The Responsible Entity expects that the Withdrawal Pricewill be no less than the Capital Protected Amount as at theCapital Protection Date divided by the number of Unitsthen on issue.

The level of Capital Protection provided to the Trust underthe Exposure Agreement cannot be reduced by Macquarieduring the term of the agreement. The Responsible Entityhas the right to request payments in respect of a partial orcomplete termination of the Exposure Agreement which, ifnot to satisfy investor withdrawals, would have the effectof reducing the Capital Protected Amount both in absoluteterms and expressed on a per Unit basis. The ResponsibleEntity agrees it will exercise this right only if it uses theproceeds towards obtaining alternative investmentexposure with an amount of capital protection no lowerthan was to apply under the Exposure Agreement.

For further information on risks pertaining to the CapitalProtection see Section 4.

PROFIT LOCK-INSThe Exposure Agreement contains a Profit Lock-inprovision that increases the level of Capital Protection by50% of any increase in the Exposure Agreement Value(adjusted for withdrawals) above 4% in any Financial Year(after making good any previous years’ shortfalls below the4% level). Profit Lock-ins will apply in such an amountunless this would immediately or imminently (asdetermined by Macquarie in its discretion) cause a SellTrigger to be breached (see the heading “ThresholdManagement effects” below for more details). Any ProfitLock-in will raise the Capital Protected Amount by thesame value.

You should note that the Exposure Agreement Value maynot increase by more than 4% (or at all) in any FinancialYear and therefore there is no assurance that Profit Lock-ins will occur.

After a Profit Lock-in occurs the increased CapitalProtected Amount cannot be reduced by Macquarie.

Any Profit Lock-ins will have a bearing on the EquinoxReference Portfolio’s Threshold Management (explainedbelow). The Responsible Entity may choose to manage theassociated increase in the Capital Protected Amount inone of the following two ways, or a combination of both:

– the first method entails leaving the allocations to theComponent Funds unchanged (thereby raising thethreshold curves used within the Threshold Managementmechanism, which are explained later in this section);

23222120191817

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35

– the second method is to effect appropriate reductionsin the allocations to the Component Funds such thatthe reduction amounts, when applied to appropriatelydated term deposits, would be sufficient to yield theProfit Lock-in amount on the Capital Protection Date.This second method, if used, would serve to reducethe Equinox Reference Portfolio’s exposure to theComponent Funds.

Investors should note that, as with the CapitalProtection, any Profit Lock-ins will apply only as at theCapital Protection Date.

CASH DISTRIBUTIONSThe Exposure Agreement also entitles the Trust toreceive a Periodic Return where the ExposureAgreement Value has increased by more than 4% (aftermaking good any previous years’ shortfall below the 4%level) in any Financial Year. Such a Periodic Returnentitlement will be for 50% of the excess of the increasein value above the 4% level. Periodic Returns representconsideration by Macquarie for the Responsible Entityhaving pre-paid the purchase price of the DeliveryBasket under the Exposure Agreement. Payment of aPeriodic Return will reduce the Exposure AgreementValue accordingly but will not reduce the CapitalProtected Amount.

Where the allocation of a Periodic Return wouldimmediately or imminently (as determined by Macquariein its discretion) cause a Sell Trigger to be breached, thePeriodic Return will be reduced to such a level thatcould be paid without causing an impending breach.See “Threshold Management explained” later in thissection for an explanation of Threshold Managementand Sell Triggers.

The Responsible Entity intends to apply any PeriodicReturns received by the Trust towards CashDistributions to Unitholders. You will be paid via directcredit to your bank account or by cheque, unless youhave elected to participate in the Trust’s DistributionReinvestment Facility.

Cash Distributions provide you (if you are notparticipating in the Distribution Reinvestment Facility)with an immediate cash-flow benefit. Importantly, thepayment of Cash Distributions will not reduce theCapital Protected Amount. This means that, whenyou receive a Cash Distribution, you are extracting aportion of your profits without reducing the Trust’s levelof Capital Protection.

Cash Distributions paid by the Trust will not be franked.The Responsible Entity intends to distribute all income ofthe Trust each Financial Year.

DISTRIBUTION REINVESTMENT FACILITYYou may elect to participate in the Trust’s DistributionReinvestment Facility. Under this facility, your CashDistributions will be reinvested in additional Units. TheTrust will then increase its investment in the ExposureAgreement accordingly. The issue price will be the Unitprice determined for the Trust as at the last ValuationDay immediately preceding the end of the relevantdistribution period (calculated on the basis thattransaction costs are nil and disregarding the aggregateamount of the Cash Distribution for the distributionperiod). The number of Units to be issued to eachparticipating investor will be rounded down to thenearest whole Unit and any rounding surplus willbecome an asset of the Trust. There is no discountapplied for the purchase of Units under the facility.

Any Units issued under the Distribution ReinvestmentFacility will rank equally in all respects with all otherUnits. Capital Protection benefits will also apply to theseUnits in the same way and to the same amount per Unitas to all other Units.

Electing to receive Cash Distributions in the form ofadditional Units under the Distribution ReinvestmentFacility will not abrogate your taxation liability in thefinancial year in which the Cash Distribution is paid. SeeSection 7 for further detail on this point.

You may elect to participate in the DistributionReinvestment Facility at the time of your subscription byindicating where appropriate on the Application Form.You may only elect to participate in relation to your entireunitholding, not for part of your holding.

You may choose to alter your choice regardingparticipation in the Distribution Reinvestment Facility atany time after subscription. In order to alter your choice,you must notify the Macquarie Equinox Service Centreand will then be sent a Distribution Reinvestment Facilityelection form which must be completed and submittedto the Responsible Entity. Such notification must bereceived prior to a Cash Distribution being declared forthe change to apply to that Cash Distribution.

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THRESHOLD MANAGEMENT EXPLAINEDThe Exposure Agreement requires that, over the life ofthe Exposure Agreement, an asset managementmethod called Threshold Management be employed.

Threshold Management requires that the allocationwithin the Equinox Reference Portfolio to theComponent Funds is compared weekly to certainreference curves. The most important reference curve iscalled the Knockout Curve. It represents the growthover time of an amount of capital which, if invested inappropriately dated Security Deposits, would deliver atthe Capital Protection Date the prevailing CapitalProtected Amount adjusted for any currently heldSecurity Deposits, the Placement Incentive, cash at calland liabilities within the Equinox Reference Portfolio.

In addition, a Sell Trigger curve is placed above theKnockout Curve (and below the level of allocation to theComponent Funds). If the amount allocated to theComponent Funds were to fall below the Sell Trigger, acertain portion of the allocation to the ComponentFunds would be shifted to Security Deposits. Theproportions allocated to Component Funds andSecurity Deposits are determined by a series ofequations contained in the Exposure Agreement. Theequations are designed to maintain an acceptableexposure to the Component Funds, while still seeking toensure that there is not an unacceptably high risk thatthe Exposure Agreement Value on the CapitalProtection Date will fall short of the Capital ProtectedAmount. The Capital Protection will apply regardless ofthe effectiveness of Threshold Management.

After a Sell Trigger has been hit, a new Sell Trigger isplaced between the current level of allocation toComponent Funds and the Knockout Curve, while aBuy Trigger is placed above the current level ofallocation to Component Funds. If the Sell Trigger isbreached again, further shifts from the ComponentFund allocations to Security Deposits will be effected.If the Buy Trigger is surpassed, allocations to theComponent Funds will increase at the expense of theexposure to Security Deposits.

The Knockout Curve is based on currently prevailingapplicable interest rates and therefore it and the Buy andSell Triggers will vary with movements in applicable interestrates. A fall in interest rates will have the effect of raising thecurves and a rise in interest rates will cause the curves tofall. The dynamic nature of these curves has the potentialto cause reductions in the allocations to ComponentFunds (and corresponding increases in allocations toSecurity Deposits) within the Equinox Reference Portfoliopurely through movements in interest rates.

Figure 3 shows a hypothetical illustration of how theKnockout Curve and an initial Sell Trigger may look overtime assuming a full initial allocation in the EquinoxReference Portfolio to Component Fund investments atthe intended level of notional exposure. The curves havebeen generated using prevailing interest rates as at31 March 2005, and show the theoretical shape of thecurves over time if interest rates were to stay constant.In practice, these curves may vary daily as the relevantfixed interest rate for deposits maturing on the CapitalProtection Date changes. A Buy Trigger has not beenincluded on the graph, as a Buy Trigger will appear onlyafter a Sell Trigger has been breached. At inception noBuy Trigger will exist.

23222120191817

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RISING CAPITAL PROTECTIONAND CASH DISTRIBUTIONSContinued

Figure 3 – An illustration ofThreshold Management

37

If the Knockout Curve were to be breached by the levelof allocation to Component Funds, the entire EquinoxReference Portfolio would consist of Security Depositsuntil the Capital Protection Date.

THRESHOLD MANAGEMENT EFFECTSIn circumstances where a Profit Lock-in and a PeriodicReturn would immediately or imminently (as determinedby Macquarie in its discretion) cause a Sell Trigger to bebreached the Profit Lock-in and Periodic Return for therelevant period will each be reduced in part or in wholeas appropriate. If a Sell Trigger were to be breached, acertain portion of the Equinox Reference Portfolio’sallocation to Component Funds would be switched toSecurity Deposits. The Responsible Entity will not receiveProfit Lock-ins or Periodic Returns to the extent thatthey would come at the expense of the EquinoxReference Portfolio maintaining its exposure to theComponent Funds.

AN EXAMPLE OF THE OPERATION OF RISINGCAPITAL PROTECTION AND CASHDISTRIBUTIONS SPANNING TWO YEARSLet’s take an example where the Equinox ReferencePortfolio has performed well over its first Financial Yearof operation, resulting in an increase in the ExposureAgreement Value equating to 12 cents per Unit. Let’sassume:

– that 50% of the surplus amount (i.e. 50% of the gainover 4%, which is 50% of 8 cents per Unit) becomesa Profit Lock-in. This would allow the CapitalProtected Amount, when expressed on a per Unitbasis, to increase by 4 cents per Unit to $1.04; and

– that a Periodic Return equivalent to 4 cents per Unit ispaid to the Trust, and that the Responsible Entitydistributes the same to Unitholders of the Trust, withno reinvestment of those Cash Distributions.

This is illustrated in the first graph below, entitled “FirstFinancial Year”. The graph shows on a per Unit basis theCapital Protected Amount, the Profit Lock-in, the CashDistribution and the unprotected value increases(increases in the value of the Equinox Reference Portfolionot allocated as a Profit Lock-in or a PeriodicReturn/Cash Distribution). The line represents the Unitprice. At the beginning of the second year, the ProfitLock-in has been added to the Capital ProtectedAmount, taking it to the equivalent of $1.04 per Unit,and the Cash Distribution has been paid to investors,causing the Unit price to fall by 4 cents, due to the Unitsgoing “ex-distribution”.

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End of Year 1 Start of Year 2

First Financial Year

Amou

nt p

er U

nit

CapitalProtected Amount(expressed per Unit)

Profit Lock-In

CashDistribution

Unprotectedprofits

Equinox Reference Portfolio value

$1.15

$1.10

$1.05

$1.00

$0.95

$0.00

38

To continue the example, let’s assume that in thefollowing Financial Year Component Fund performancecauses the value of the Equinox Reference Portfolio tofall by an amount equal to 5 cents per Unit. Here,neither a Profit Lock-in nor a Periodic Return is possible(and therefore the Responsible Entity is unable to pay aCash Distribution), as the Exposure Agreement Valuehas fallen for that year. This is illustrated as “SecondFinancial Year” in the graph below. Despite the declinein value for the year, which takes the Unit price belowthe Capital Protected Amount (per Unit), the Trust’sCapital Protection remains at the equivalent of $1.04per Unit.

Investors should note that there is no guarantee thatthere will be a Profit Lock-in allocated or PeriodicReturn/Cash Distribution paid in respect of any FinancialYear or that there will be an increase in the ExposureAgreement Value. The preceding examples are notintended to be indicative of future returns.

23222120191817

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RISING CAPITAL PROTECTIONAND CASH DISTRIBUTIONSContinued

End of Year 2End of Year 1 Start of Year 3

Second Financial Year

Amou

nt p

er U

nit

CapitalProtected Amount(expressed per Unit)

Unprotectedprofits

CashDistribution

EquinoxPortfolio NAV

$1.15

$1.10

$1.05

$1.00

$0.95

$0.00

General investment risks 40

Risks specific to the Trust 40

Risks specific to the Capital Protection 42

Potential conflicts of interest 42

S E C T I O N 4

SIGNIFICANT RISKS

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An investment in Units in the Trust involves a numberof risks. Before investing in Units in the Trust, youshould consider carefully the significant risks that mayaffect the performance of the Equinox ReferencePortfolio and the value of your investment in the Trust.These are outlined below.

GENERAL INVESTMENT RISKS

General market

Your returns may be adversely affected by marketconditions, including but not limited to market volatility,interest rates, economic variables, political events, war,natural events and changes in law which may occurglobally or at a country, industry or asset class specificlevel.

Change of law and taxation risk

Changes to laws or their interpretation in Australia orforeign jurisdictions in which the Equinox ReferencePortfolio’s investments are domiciled, including taxationlaws, corporate regulatory and money laundering lawscould have a negative impact on the ExposureAgreement’s returns to the Responsible Entity and,accordingly, returns to investors. Changes to applicablelaw may delay the satisfaction or an investor’s withdrawalrequest. The Responsible Entity reserves the right to takesteps to limit or prevent any adverse effects fromchanges to laws or their interpretation including alteringits investments or, if possible, restructuring the Trust.

Changes in tax laws or their interpretation couldadversely affect the tax treatment of the Trust, itsinvestments and its investors. See Section 8 andAppendix 1 for details of related tax issues. In the eventof such adverse change the Responsible Entity reservesthe right to change the Trust’s investments or restructurethe Trust to limit or prevent any adverse effects.

Historical performance

The Equinox Reference Portfolio has no performancehistory. The historical performance of the ComponentFunds and the managers’ stated return targets are notreliable indicators of future performance of thoseinvestments or of the Equinox Reference Portfolio andare not forecasts, projections or the result of asimulation of future performance. There is a risk thatthe future performance of the Component Funds willfall short of the performance shown in their individualtrack records and the managers’ stated return targets.

RISKS SPECIFIC TO THE TRUST

Counterparty risk

Entering into the Exposure Agreement withMacquarie will result in the Trust taking significantcounterparty risk on Macquarie. This is the risk thatMacquarie may not be able to discharge its obligationsunder the Exposure Agreement. Counterparty risk arisesbecause Macquarie does not hold the amount theResponsible Entity pays to it or any other property on trustfor, or for the benefit of, the Trust or its members. Theobligations of Macquarie under the Exposure Agreementare not deposit liabilities of Macquarie, and they are notguaranteed by any party. Macquarie’s obligations under theExposure Agreement are unsecured and will rank behindclaims of secured creditors and creditors mandatorilypreferred under the law, such as depositors.

For the Trust to be able to realise the value of the ExposureAgreement at any time Macquarie must be able to performits obligations under the Exposure Agreement at that time.If, for example, Macquarie were to become insolvent, itmay be unable to perform its obligations under theExposure Agreement, making the Capital Protection andthe Exposure Agreement potentially worthless.

In considering this risk, investors should make their ownassessment of the ability of Macquarie to meet itsobligations under the Exposure Agreement. See Section9 for information on Macquarie.

No operating or performance history

The Trust has no financial operating or performancehistory. As at the date of this PDS no audited financialstatements exist for the Trust and no Units in the Trusthave been issued. The historical performance of theComponent Funds and the managers’ stated returntargets are not reliable indicators of future performance ofthose investments or of the Equinox Reference Portfolioand are not forecasts, projections or the result of asimulation of future performance. There is a risk that thefuture performance of the Component Funds will fall shortof the performance shown in their individual track recordsand the managers’ stated return targets.

Liability of Unitholders

Subject to certain limitations, the Constitution provides thatthe liability of a Unitholder is generally limited to theamount, if any, which remains unpaid in relation to theUnitholder’s subscription for Units, and that Unitholders arenot obliged to indemnify the Responsible Entity if there is adeficiency in the Trust assets, or to meet any claim or acreditor of the Responsible Entity, in respect of the Trust.

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SIGNIFICANT RISKS

41

However, the effectiveness of these provisions has not yetbeen determined by Australian courts.

Unitholders of the Trust have no right or power tointerfere with any rights or powers of the ResponsibleEntity under the Constitution. Accordingly, no personshould purchase the Units of the Trust unless suchperson is willing to entrust all investment decisions tothe Responsible Entity and its agents, including MICAP.

Foreign exchange

The currency hedging contained within the EquinoxReference Portfolio will not completely remove the riskthat foreign exchange fluctuations may have an adverseimpact on your investment return.

Component Funds

The performance of the Equinox Reference Portfolio willdepend largely on the investment performanceachieved by the managers of the Component Funds.There is a risk that these investments may performpoorly. The use of leverage may magnify investmentreturns, both profits and losses. The Component Fundsin the Equinox Reference Portfolio may use leveragedepending on their investment strategy.

Portfolio changes

MICAP will be responsible for performing due diligenceon the Component Funds, as described in Section 2. Inperforming this role, MICAP may recommend changesto the Equinox Reference Portfolio if it believes anunderlying Component Fund is no longer suitable forinclusion, for reasons such as a material deviation froma stated investment strategy. Therefore, there is thepossibility that the composition of the EquinoxReference Portfolio will change due to informationdiscovered during the term of the investment.

Should the value of the Equinox Reference Portfolio betoo low to maintain the desired allocations to theComponent Funds, the Equinox Reference Portfolio willbe altered according to the assessment of theResponsible Entity of how best to achieve its investmentgoals. If this is deemed impossible, part or all of theEquinox Reference Portfolio may be allocated to SecurityDeposits, for any length of time deemed necessary.

There is also the risk that any or all of the ComponentFunds may develop capacity limitations. It is commonpractice for Hedge Funds and Tactical Traders to limit theamount of money they manage based on their

assessment of their own ability to trade and invest thefunds effectively. It is possible that during the life of theEquinox Reference Portfolio a Component Fund’s returnswill push its assets beyond the manager’s assessedcapacity (or the assessed capacity falls due to changes inmarket opportunities or liquidity, for example), causing themanager to return part of its investors’ assets to preservethe viability of the fund’s return profile. In such a case,because the Equinox Reference Portfolio will be managedwith all practical considerations being adhered to, thecomposition of the Equinox Reference Portfolio would bealtered in favour of other Component Funds and/orallocations would be made to other managers as deemedappropriate.

Liquidity

Investments in the Trust may not be as liquid as someother investments. Third-party transfers require priorconsent of the Responsible Entity or its duly authorisedagent. The Equinox Reference Portfolio’s investmentsmay also be illiquid. The suggested term of theinvestment is at least three years.

While withdrawals are possible prior to the CapitalProtection Date, they are only available periodically andwith certain restrictions, as disclosed in Section 5.Although the Responsible Entity will endeavour to paywithdrawal proceeds as soon as practicable after itreceives the corresponding proceeds from its investmentin the Exposure Agreement, the Responsible Entity isonly obliged to pay withdrawal proceeds within 60 daysafter the date as at which the applicable WithdrawalPrice is calculated. The Responsible Entity may furtherdelay the payment of withdrawal proceeds in certaincircumstances. The Responsible Entity may also staggerthe processing of withdrawal requests over a number ofwithdrawal periods where withdrawal requests receivedfor a month exceed 30% of the Units on issue. There isa risk that the value of Units will change materiallybetween the time a withdrawal request is submitted andthe date for which the Withdrawal Price is calculated.

Risks associated with leverage

As set out in Section 2, the Equinox Reference Portfoliomay include notional liabilities of up to 30 per cent of theExposure Agreement Value at any time in order to gainhigher investment exposure. Additionally, the managers ofthe Component Funds and intermediary investmentsthrough which the Component Funds are accessed mayalso use leverage, depending on their respectiveinvestment strategies. The use of leverage at all of theselevels is likely to magnify investment returns, both profitsand losses.

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RISKS SPECIFIC TO THE CAPITAL PROTECTION

Capital Protection is provided to the Trust

Because Capital Protection is provided to the Trust (notdirectly to Unitholders), Unitholders who withdraw as at theCapital Protection Date can only receive the benefit of CapitalProtection to the extent that the value provided by Macquarieto the Trust as at the Capital Protection Date (which must notbe less than the Capital Protected Amount) is reflected in theWithdrawal Price. There is a risk that the Trust will haveunanticipated liabilities on the Capital Protection Date, inwhich case the Capital Protected Amount may not flowthrough to Unitholders who withdraw as at the CapitalProtection Date in full or at all. This could arise, for example,as a consequence of changes to tax law or if there waslitigation against the Trust. The Responsible Entity does notanticipate that the Trust will have any such liabilities on theCapital Protection Date.

Reduced exposure to Component Funds

As described in Section 2, the Equinox Reference Portfoliomay include Component Funds, foreign exchangecontracts, notional liabilities, cash at call and SecurityDeposits. A risk associated with the Capital Protection isthat allocations within the Equinox Reference Portfolio maybe shifted from Component Funds to Security Deposits,reducing the potential for the Equinox Reference Portfolio togenerate attractive returns, and potentially forgoing theability to re-allocate to the Component Funds in cases wherecapacity is limited. The allocation between the ComponentFunds and Security Deposits is determined by the value ofthe allocation to Component Funds compared to thethreshold curves used (namely the Sell Triggers and BuyTriggers) in Threshold Management. These curves aredynamic and are constructed primarily as a function ofprevailing Australian interest rates, the time until the CapitalProtection Date, the Capital Protected Amount and the levelof exposure to the Component Funds.

A fall in the value of the Equinox Reference Portfolio’sComponent Fund allocations may result in a decreasedallocation to Component Funds. A fall in applicableAustralian interest rates may also result in a reducedallocation to Component Funds, even if the value of theEquinox Reference Portfolio’s Component Fund investmentshas remained stable or has increased.

Investors should note that, although Periodic Returns(which will be applied towards Cash Distributions toUnitholders) and Profit Lock-ins provide benefits toinvestors, they also increase the risk of a Sell Trigger beingbreached, causing a reduction in exposure to theComponent Funds.

Under the terms of the Exposure Agreement, there maybe a time at which 100% of the Equinox ReferencePortfolio has been allocated to Security Deposits, inwhich case re-allocation to Component Funds will notbe possible. This may occur, for example, if theapplicable Australian interest rates or the value of theComponent Fund investments have fallen considerably.

Capital Protection Date

You should be aware that Capital Protection applies onlyas at the Capital Protection Date. No Capital Protectionwill apply to investments withdrawn prior to that date.Investments held past that date will have had the benefitof the Capital Protection on that date, but will not haveongoing protection.

POTENTIAL CONFLICTS OF INTERESTPotential conflicts of interest exist in the structure ofEquinox 6. In particular:

– The counterparty to the Exposure Agreement isMacquarie;

– Macquarie is the Valuation Agent under the ExposureAgreement;

– the Responsible Entity has retained MICAP as its riskadviser; and

– the custodian is Belike Nominees Pty Limited.

A number of entities involved in this offer are relatedeither by direct shareholding or through commondirectors. The following companies, associated with thisoffer, are wholly-owned subsidiaries of Macquarie:

– Macquarie International Capital Advisors Pty Limited;

– Macquarie Portfolio Management Limited; and

– Belike Nominees Pty Limited.

The following companies, associated with this offer,have one or more common directors, some of whomare also senior executives within Macquarie:

– Macquarie International Capital Advisors Pty Limited;

– Macquarie Portfolio Management Limited; and

– Belike Nominees Pty Limited.

As required under the Corporations Act and theResponsible Entity’s Australian Financial ServiceLicence, the Responsible Entity has procedures andstructures in place to manage potential conflict ofinterests.

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S E C T I O N 4

SIGNIFICANT RISKSContinued

Application for Units 44

Cooling-off period 44

Disposal of Units 44

The term of the investment 45

Reporting to investors 45

S E C T I O N 5

THE INVESTMENT TERMS

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44

APPLICATION FOR UNITSThe minimum Application Amount is $10,000, with$1,000 increments thereafter.

The offer by the Responsible Entity is subject to theterms of this PDS. Application for Units can be madeonly as set out under “How do I invest?” in Section 1.Application Forms received may not be withdrawn. TheResponsible Entity reserves the right to reject anyapplications for Units (including under the DistributionReinvestment Facility) in whole or in part without givingany reason for the rejection. If fewer Units thanrequested are allotted then the residual ApplicationAmount will be returned to the investor without interest.If no Units are allotted to an investor then all of theinvestor’s Application Amount will be returned withoutinterest.

Investors will be notified shortly after their applicationhas been received and processed.

If your application is accepted, Units in the Trust will beissued to you no later than:

– one month after the Application Amount wasreceived and cleared; or

– 30 June 2005,

whichever is earlier, and a unitholding certificate willsubsequently be mailed to you or your loan provider asappropriate.

COOLING-OFF PERIODIf you decide that your initial investment in the Trustdoes not suit your needs, you can request in writing tohave it cancelled within a 14 day cooling off period.The cooling off period begins when your transactionconfirmation is received by you or five days after yourUnits are issued, whichever is earlier. Under theCorporations Act, the amount to be repaid to you maybe adjusted to reflect any difference between theactual issue price of the relevant Units and the price atwhich Units would have been issued to you at the dateof receipt of your cooling off request. The ResponsibleEntity expects that there will be no such Unit pricedifference, and the amount repaid to you will be yourApplication Amount less any costs and taxes thatrelate to the exercise of your cooling off right as theCorporations Regulations allow to be deducted. This cooling-off right is extinguished where you haveexercised a right under the terms applicable to your Units.

If you have invested through a master trust or wrapaccount service, you should consult the operator ofthat service about any cooling off rights you may have.

DISPOSAL OF UNITSAlthough this offering is designed to be a medium terminvestment, you may dispose of your investmentsubject to certain conditions. Such disposals may bevia withdrawals, or investors may transfer their holdingsto a third party with prior consent of the ResponsibleEntity or its duly authorised agent. You should contactthe Macquarie Equinox Service Centre on 1800 025513 or 02 8232 1181 to request the appropriate formfor withdrawal of your investment or transfer of yourUnits.

You should be aware that stamp duty may be payableupon a transfer of Units.

Withdrawal

In accordance with the Corporations Act, while theTrust is liquid, you may withdraw your investment bysubmitting a withdrawal request. To receive withdrawalproceeds based on a Withdrawal Price calculated for aValuation Day (currently the last Business Day of amonth), the Responsible Entity must receive yourwithdrawal request at least 40 days prior to theValuation Day in that month. You will not be able toretract a withdrawal request once it has been receivedby the Responsible Entity. Under normalcircumstances, you will receive the applicable netwithdrawal proceeds approximately 40 days after theValuation Date as at which your Withdrawal Price iscalculated. The Responsible Entity may delay orstagger the processing of withdrawal requests in thecircumstances set out in Section 4.

The Withdrawal Price for a month will be calculated asthe Net Asset Value of the Trust as at the Valuation Dayin that month less any applicable transaction costs14,divided by the number of Units in issue on thatValuation Day. At the time a withdrawal request is madethe applicable Withdrawal Price will not be known.

As the Net Asset Value of the Trust is based on thevalue of the Exposure Agreement, which in turn isbased on the value of the Equinox Reference Portfolio,you should note that the Withdrawal Price may becalculated using a value for the Exposure Agreementbased on estimated NAVs for any or all ComponentFunds included in the Equinox Reference Portfolio, asset out at Section 9.

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S E C T I O N 5

THE INVESTMENT TERMSContinued

14Transaction costs are the Responsible Entity’s estimate of the total cost of selling or realising the assets of the Trust.

45

Transfer to a third party

Subject to prior consent of the Responsible Entity, youmay transfer all or part of a holding of Units to a thirdparty. You should be aware that stamp duty may bepayable upon transfer of Units.

Partial disposals and the minimum holding

Partial withdrawal requests and partial transfers mustbe for at least 10,000 Units. You must maintain aminimum holding of 10,000 Units. The ResponsibleEntity may treat a withdrawal request which, if satisfied,would leave you with less than 10,000 Units as arequest for redemption of your entire unitholding.

How to request disposal

Requests for the appropriate withdrawal and transferforms should be directed to:

Macquarie Equinox Service CentreGPO Box 3423Sydney NSW 2001Phone: 1800 025 513 or 02 8232 1181.Email: [email protected]

Investors disposing of their Units must send in theirunitholding certificate with their disposal request.

THE TERM OF THE INVESTMENTThere is no fixed term for this investment. However,Capital Protection is applicable only on, and will ceaseimmediately after, the Capital Protection Date. If youwish to stay invested in Units in the Trust beyond theCapital Protection Date you should be aware that youwill not have the benefits of Capital Protection after thatdate. The nature of the investment will change after thatdate, as the Exposure Agreement will have expired,with the Trust taking delivery of the Delivery Basket,(and/or disposing of some or all of the Delivery Basketin order to satisfy investor withdrawals as at the CapitalProtection Date) under the Exposure Agreement. TheTrust’s exposure to the performance of the EquinoxReference Portfolio will cease after the CapitalProtection Date unless an alternative exposuremechanism is put in place. After that date the Trust’sassets will consist of the basket of shares delivered asthe Delivery Basket and cash at call.

Before the Capital Protection Date the ResponsibleEntity will seek from you confirmation as to whether youwish to withdraw your investment as at that date or tocontinue to hold your Units beyond the CapitalProtection Date.

REPORTING TO INVESTORSInvestors will be sent an investor report each calendarquarter. This report will contain details of the progressof the investment, the Unit price as well as importantinformation about their unitholding.

Each month the Equinox website will contain thefollowing information about the Equinox ReferencePortfolio:

– The Equinox total return index (an accumulationindex of the Unit price adjusted for the effect of CashDistributions); and

– The prevailing level of Capital Protection pertaining tothe Trust’s investment in the Exposure Agreement,Profit Lock-in and Cash Distribution information.

The Equinox website address ismacquarie.com.au/equinox.

The Trust’s financial year is from 1 July through30 June, except for the first financial year which will befrom the date of the establishment of the Trust to 30June 2005. In the event the Trust is terminated thefinancial year end will be determined by the date ofdistribution on winding up of the Trust. Within sixmonths of the end of each full financial year, or as soonas practicable thereafter, investors will be sent auditedfinancial statements of the Trust. The Responsible Entitymust comply with the requirements of Chapter 2M ofthe Corporations Act in so far as they are relevant tothe Trust. Except as required in order to comply withChapter 2M of the Corporations Act, the ResponsibleEntity (without being obliged to) need only applygenerally accepted accounting principles or accountingstandards as generally accepted or in force immediatelybefore 1 January 2005 in carrying out any calculation ormaking any determination in respect of the Trust. The preparation of the accounts on any particular basisis independent of and does not affect a determinationof the method for calculating distributable income of the Trust.

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Disclosing entity

The Trust is expected to become a disclosing entityunder the Corporations Act, in which case it will besubject to regular reporting and disclosure obligations.Copies of documents lodged with ASIC in relation tothe Trust may be obtained from, or inspected at, anyASIC office.

If and when the Trust becomes a disclosing entity, youmay obtain a copy of:

– the Trust’s annual financial report most recentlylodged with ASIC;

– any half-year financial reports lodged with ASIC bythe Trust after the lodgement of that annual reportand before the date of this PDS; and

– any continuous disclosure notices given by the Trustafter that date of lodgement of that annual reportand before the date of this PDS,

on request from the Responsible Entity free of charge.

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S E C T I O N 5

THE INVESTMENT TERMSContinued

Table of fees 48

Additional explanation of fees and costs 49

Taxes, costs and unpaid amounts 50

S E C T I O N 6

FEES

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This section sets out fees and other costs that you may be charged. These fees and costs may be deducted from thereturns on your investment or from the Trust assets as a whole.

Taxes are set out in another part of this PDS. This table sets out the fees and other costs that may be charged inrelation to your investment. GST may apply to fees charged to investors. Investors should obtain their own advice as towhether an input tax credit is available for any such GST, as it will depend on their personal circumstances.

Where GST applies to fees which are recoverable by the Responsible Entity from the Trust's assets, the ResponsibleEntity can also recover the GST, and may be entitled to claim input tax credits, depending on the precise nature of thefee. The fees in the table below are stated as GST exclusive.

You should read all the information about fees and costs because it is important to understand their impact on yourinvestment.

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S E C T I O N 6

FEES

TYPE OF FEE OR COST AMOUNT HOW AND WHEN PAID

Fees when your moneymoves in and out of the fund

Establishment fee NilThe fee to open your investment

Contribution fee NilThe fee on each amount contributed to your investment

Withdrawal feeThe fee on each amount you

Nil, for withdrawals after the Surrender The withdrawal fee is deducted

take out of your investmentCut-off Date and for redemption of Units from the relevant withdrawal acquired under the Distribution proceeds prior to the payment of Reinvestment Facility. those proceeds to the Unitholder.

For withdrawals occurring before the Surrender Cut-off Date, the amount expressed in dollars being 0.1% of the number of Units to be redeemed multiplied by the number of months between the date of withdrawal and the Surrender Cut-off Date, or such lesser amount as permitted under the Constitution

Termination feeThe fee to close your investment

Nil

Management Costs15

The fees and costs for managing your investment16

Management fee 1.25% per annum of the Net Asset Payable from the Trust monthlyValue of the Trust in arrears on the first day of

the following month

Administration fee 0.25% per annum of the Net Asset Payable from the Trust monthly inValue of the Trust. arrears on the first day of the

following month

15See ‘Additional explanation of fees and costs’ below for information about the application of the Management fee, the Placement Incentive and ongoing expenses.16This fee includes and amount payable to an adviser. See ‘adviser remuneration’ under the heading ‘Additional explanation of fees and costs’.

Table of fees

49

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TYPE OF FEE AMOUNT HOW AND WHEN PAID

Placement Incentive Recovery 1.2% per annum of the aggregate Payable from the Trust monthly inapplication price paid for all Units issued arrears on the first day of theon or within 30 days of the initial Unit following month, accruing forissue date that remain on issue at the 36 months from the initial Unittime of calculation, calculated monthly issue date.based on the number of those Units on issue at the end of the calendar month.

Trailing Placement Incentive 0.5% per annum of the month-end Payable from the Trust quarterly inExposure Agreement Value (less any arrears on the first day of theamounts held in Security Deposits) month following the quarter end.calculated monthly.

Offer establishment costs Establishment costs in relation to Establishment costs will initially beand ongoing expenses the Trust and this Offering up to a borne by the Responsible Entity,

maximum of 2% of the amount however the Responsible Entityraised in this Offering. intends to recover those expenses

from the Trust assets up to themaximum amount during the first3 years of the Trust’s operation.The Responsible Entity will notseek reimbursement of any suchexpenses exceeding 2% of theamount raised in this Offering.

Ongoing expenses incurred in the The Responsible Entity will beproper performance of the Responsible reimbursed for these expensesEntity’s duties in relation to the Trust. from the Trust generally onceThe Responsible Entity expects each month.expenses not to exceed 0.50% pa of the Net Asset Value of the Trust.

Service Fees

Investment switching fee Not applicableThe fee for changing investment options

ADDITIONAL EXPLANATION OF FEES ANDCOSTS

Adviser remuneration

Application of the Placement Incentive recovery -

Under an arrangement with the Responsible Entity,MICAP will pay to sales agents, brokers and financialadvisers a Placement Incentive of 3.3% (including GST)of the amount invested by their referred investors. Forinvestors without such an intermediary, MICAP will paythe Placement Incentive at the same rate to theResponsible Entity. This is not a payment out of Trust

assets and accordingly does not reduce the amountavailable for investment in the Exposure Agreement.

In order to compensate MICAP for paying thePlacement Incentive, the Responsible Entity will be paidthe Placement Incentive recovery which it will in turnpay to MICAP for the first 36 months after theInvestment Date.

S E C T I O N 6

FEESContinued

50

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Application of the Trailing Placement Incentive -

The Trailing Placement Incentive received by theResponsible Entity at a rate of 0.5% per annum of themonth-end Exposure Agreement Value (less any amountsheld in Security Deposits) is used to pay sales agents,brokers and financial advisers, by reference to the currentlyheld Unit holding of their referred investors. TheResponsible Entity will retain so much of this trailingPlacement Incentive as relates to the Unitholders whoinvested without an intermediary such as a financial adviser.

Ongoing expenses

The Constitution permits the Responsible Entity torecover from the assets of the Trust all expenses incurredby the Responsible Entity in relation to the properperformance of its duties in respect of the Trust, to theextent permitted by the Corporations Act.

The ongoing expenses that may be reimbursed from theTrust include ongoing costs incurred in the acquisition,holding and disposal of investments, auditor’s fees, thecosts of convening and holding meetings of investors andcertain other administrative costs, including engagementof third parties to assist with administration of the Trust.

Capital Protection fee

The Exposure Agreement Value will reduce by 1.25% perannum to reflect a fee to Macquarie for the provision ofCapital Protection through the Exposure Agreement. Thisreduction will be calculated and effected monthly inarrears for the life of the Exposure Agreement. This fee isnot paid directly from the Trust assets.

Capital Protection surrender fee

In order to satisfy any Unitholder withdrawals, theResponsible Entity will terminate a proportion of theExposure Agreement. Prior to the Surrender Cut-offDate, any such terminations will result in a CapitalProtection surrender fee equivalent to one twelfth of1.25% of the NAV of the corresponding Units beingredeemed, multiplied by the number of months from thetime of redemption until the Surrender Cut-off Date. Thisfee is payable to Macquarie. As the obligation of theResponsible Entity to pay this fee is triggered by atransaction that is entered into to satisfy a withdrawalrequest, this fee is treated as a transaction cost underthe Constitution and is deducted in calculating theWithdrawal Price. It therefore represents an additionalcost to the withdrawing Unitholder The ResponsibleEntity will not deduct any other amounts on account oftransaction costs. The Capital Protection surrender feewill not apply for redemptions effected on or after theSurrender Cut-off Date.

Fees payable in connection with ComponentFunds

The Net Asset Value of the Component Funds used todetermine the value of the Equinox Reference Portfolio(and in turn the Exposure Agreement Value) is net of fees(including management and performance fees) andexpenses charged by the Component Funds themselves.

Fees permitted under the Constitution anddifferential fees

The Constitution permits the Responsible Entity to chargehigher fees than are set out in this table and additional fees.However, the Responsible Entity agrees only to charge thefees, and to such amounts, as set out in this PDS. In thecase of the Withdrawal fee the maximum amount that maybe charged under the Constitution, and the maximumamount that will be charged, is 5% of the aggregateWithdrawal Price for the Units that are redeemed.

The Responsible Entity may charge or rebate fees:

(a) by negotiation with Unitholders who are ‘wholesaleclients’, as defined in section 761G of theCorporations Act; and/or

(b) to members of the Trust who are also employees ofthe Responsible Entity or a related body corporateof the Responsible Entity,

on a different basis to that applied to other members ofthe Trust. In the case referred to in paragraph (b), theamount of any Placement Incentive paid by MICAP to theResponsible Entity that relates to an investment in theTrust by an employee of the Responsible Entity or of anyrelated body corporate, will be rebated by theResponsible Entity in full to that employee.

Examples of withdrawal fee:

If you invested $50,000 under this Offering (to acquire 50,000Units) and then withdrew your entire investment and assumingthe NAV of the Trust’s assets has remained unchanged sincethe initial investment, the withdrawal fee will be:

– $1650 if you withdrew as at 30 September 2005;

– $900 if you withdrew as at 31 December 2006; and

– nil if you withdrew as at or after 30 June 2008.

Note that the Capital Protection surrender fee would alsoapply in the case of the first two of these examples.

TAXES, COSTS AND UNPAID AMOUNTS

You are liable for all taxes and costs in relation to yourentitlement to income or capital of the Trust and forunpaid amounts otherwise payable to you by the Trust.

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Taxation of Australian resident Unitholders 52

Independent tax opinion 54

S E C T I O N 7

TAXATION FOR AUSTRALIANRESIDENTS

52

TAXATION OF AUSTRALIAN RESIDENTUNITHOLDERS

General

The following comments provide a general guide inrelation to the Australian tax implications for investorswho are Australian residents for tax purposes and whosubscribe for Units pursuant to this PDS and who holdtheir Units on capital account. This Section does notaddress the taxation consequences for non-Australianinvestors or investors who acquire Units in the courseof carrying on a business or otherwise with theintention of making a profit and who hold the Units onrevenue account or as trading stock.

This Section of the PDS does not purport to containadvice in relation to your specific taxation treatment. Asthe taxation profile of each potential investor isdifferent, all investors should seek their ownprofessional taxation advice to determine the taxtreatment applicable in their particular circumstances.Investors who change tax residency should also seekprofessional tax advice as to any change in taxtreatment of holding Units.

1. Taxation of the Trust

1.1 Taxation of Responsible Entity

The Responsible Entity of the Trust should not be liablefor tax in respect of the income or capital gains of theTrust. Rather, all of the net income of the Trust shouldbe included in the assessable income of theUnitholders as described below.

1.2 Trust income - Periodic Returns

The income of the Trust will include the PeriodicReturns. This income will be foreign sourced incomefor tax purposes.

1.3 Capital Gains

The Trust may also derive capital gains at the time of anyrealisation of the capital value of the Exposure Agreementupon early termination of that agreement (for example,where Units are redeemed prior to the Capital Protection Date).

Similarly, if the Responsible Entity elects to use the salefacility to sell all or a part of the Delivery Basket, a capitalgains tax event will occur, giving rise to a capital gain orloss for the Trust equal to the difference between the saleprice and the purchase price of the securities disposed of.

If the Trust does not elect to dispose of some or all of theDelivery Basket under the sale facility, that portion of theDelivery Basket will be delivered to the Trust on theDelivery Date. There should be no income or capitalgains tax consequences for the Trust at this time. Inparticular, the Trust should not be treated as deriving acapital gain on Macquarie satisfying its obligation underthe Exposure Agreement to deliver the Delivery Basket(refer National Tax Liaison Group CGT Subcommitteemeeting minutes). The cost base in the securitiescomprising the Delivery Basket should be equal to thepurchase price relating to that portion of the DeliveryBasket, plus the incidental costs of their acquisition.

Investors should note that views expressed by theNational Tax Liaison Group CGT Subcommittee are notbinding on the ATO and, although we are not aware ofany proposal to change these views, it is possible thatthe ATO may change its view in the future. If thatoccurs, we would expect that the ATO would treat theTrust as realising a taxable capital gain on the DeliveryDate and to treat the Trust's cost base in the securitiescomprising the Delivery Basket as being equal to theirvalue on the Delivery Date to prevent double taxation,however, the position is uncertain.

1.4 Qualifying securities and traditionalsecurities

Under current income tax laws, returns on "qualifyingsecurities" may be taxable on an accruals basis over theterm of that security. Securities that are not "qualifyingsecurities" may be "traditional securities" for income taxpurposes, with any gains or losses on the disposal ofthat security taxable on revenue account. These rulestake precedence over the capital gains tax regime.

The Exposure Agreement should not be characterisedas either a "qualifying security" or a "traditionalsecurity", on the basis that it is a contract for thepurchase of the Delivery Basket, and therefore shouldnot be a "security" as defined for these purposes.Accordingly, these rules should have no application tothe Trust in relation to the Exposure Agreement.

2. Taxation of Unitholders

2.1 Assessable Income - Distributions andReinvestment Facility

Investors who are presently entitled to a share of theincome of the Trust for any income year will include intheir assessable income their pro-rata share of the netincome of the Trust for that income year (as outlinedabove). Such Unitholders must include this amountregardless of whether the amount is received from the

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S E C T I O N 7

TAXATION FOR AUSTRALIANRESIDENTS

53

Trust in the form of a Cash Distribution or is otherwisereinvested in further Units under the DistributionReinvestment Facility. To the extent that the income ofthe Trust is foreign sourced, this will also be foreignsourced income in the hands of the investor. The mainimplication of this income being foreign sourced is thatdeductions (other than debt deductions – see paragraph2.6 below) will only be deductible against that foreignincome or other foreign income of the same class.

An investor who receives a Cash Distribution in excess oftheir proportionate entitlement to the net income of theTrust will not include the amount of the excess in theirassessable income, however the investor's CGT costbase and CGT reduced cost base (discussed furtherbelow) will be reduced by the non-assessable amount.

2.2 Capital Gains Tax – Redemption of Units

Upon a redemption of a Unit, an investor will receive theWithdrawal Price which will include a distribution of anycapital gains made by the Trust.

Any capital gain so distributed will be included in thecalculation of the investor's net capital gain for the incomeyear. If the Trust’s capital gain is a discount capital gain,this amount will also be treated as a discount capital gainin the hands of any investor entitled to discount capitalgains treatment (for example, if the investor is an individualwho has held their Units for at least 12 months). Aninvestor who is not entitled to discount capital gainstreatment must take into account the full capital gainwhen making its net capital gain calculation.

Any excess of the remainder of the Withdrawal Priceover the CGT cost base of that Unit will also be treatedas a capital gain in the hands of the investor. If theremainder of the Withdrawal Price is less than the CGTreduced cost base of the Unit, the investor will realise acapital loss equal to the amount of the shortfall.

For the purpose of this calculation, the CGT cost base of aUnit would be the issue price of the relevant Unit (being$1.00 for Units subscribed for by an investor under thisPDS and the relevant issue price for Units subsequentlyacquired under the Distribution Reinvestment Facility), orwhere the Unit is acquired in the secondary market, therelevant acquisition cost of that Unit, plus certain incidentalcosts incurred in acquiring the Unit such as fees paid to afinancial adviser. In the case of a Unit (and unlike someother assets), the CGT reduced cost base should normallybe the same as the CGT cost base. As discussed above,the CGT cost base and CGT reduced cost base of a Unitwill be reduced by the amount of any Cash Distributionsreceived, or any amount re-invested under the DistributionReinvestment Facility, in excess of the investor'sproportionate entitlement to the net income of the Trust.

This discussion assumes that the Withdrawal Price will beequal to the market value of the Unit at the time ofredemption. Where this is not the case the resulting CGTconsequences may differ from those outlined above.

2.3 Capital Gains Tax – Transfer or sale ofUnits

For CGT purposes, an investor will derive a capital gainon the disposal of a Unit to another person to theextent that the capital proceeds on disposal exceed theCGT cost base of the Unit (as discussed above). Aninvestor will incur a capital loss on the disposal of a Unitto another person to the extent that the capitalproceeds on disposal are less than the CGT reducedcost base of the Unit.

2.4 Net capital gain or net capital loss

All capital gains and capital losses arising in a year areadded together to determine whether a taxpayer hasderived a net capital gain or incurred a net capital lossin a year. If an investor is entitled to discount CGTtreatment in respect of a capital gain (for example if theinvestor is an individual who derives a capital gain onUnits held for at least 12 months), only 50% of theamount of such gain will be included in the calculationof the investor's net capital gain or loss. In making thiscalculation investors will be entitled to apply any capitallosses against non-discount gains prior to theirapplication against discount capital gains.

If an investor derives a net capital gain in a year, thisamount is generally included in the investor’sassessable income for the relevant year.

If an investor incurs a net capital loss in a year, thisamount is carried forward and is available to offsetcapital gains derived in subsequent years, subject insome cases to the investor satisfying certain rulesrelating to the recoupment of carried forward losses.

2.5 Qualifying securities and Traditionalsecurities

As discussed above, the rules applying to "qualifyingsecurities" and "traditional securities" will takeprecedence over the capital gains tax regime and willresult in a differing taxation treatment of the instrumentsto which they apply.

A Unit in the Trust should not be characterised as eithera "qualifying security" or a "traditional security", on thebasis that it is a unit in a unit trust and therefore shouldnot be a "security" as defined for these purposes.Accordingly, these rules should have no application toan investor in the Trust.

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2.6 Interest deductions

An investor should generally be able to claim a taxdeduction for interest expenses incurred on any loanused to fund the acquisition of Units provided that theinvestor has incurred that interest for the purpose ofderiving assessable income from the holding of theUnits, being the distributions (or other assessableincome other than capital gains) that are expected tobe derived from the investment in the Units.

Where expenses are deductible under this test, thedeductions should be available against all types ofassessable income of the investor. That is, a deductionfor interest expense will not be quarantined or limitedto the foreign income derived from the Trust.

If the Trust is not a widely held unit trust (that is, theTrust has fewer than 300 beneficiaries or 20 or fewerindividuals are entitled to 75% or more of the Trust’sincome or capital) any prepaid interest will not bedeductible at the time of payment by any investor, butwill be deductible over the period to which theprepayment relates.

On 16 April 2003, an announcement was made of theGovernment's intention to legislate to deny deductibilityof some of the interest incurred by investors under"capital protected products". If the legislation isintroduced in the terms of the announcement, theamendments will apply to deny deductibility of aproportion of the interest expense incurred in respect of alimited recourse loan applied to acquire listed shares,units and stapled securities. Investors utilising any loan tosubscribe for Units should consider this announcementand consult their own tax adviser where necessary.

2.7 Tax File Number Declaration

An investor in Units in the Trust is not required to quotetheir tax file number (TFN) in relation to the investment.However, if the investor does not quote their TFN, oralternatively in certain circumstances their AustralianBusiness Number, and does not provide information inrelation to any available exemption from quoting theirTFN, the Responsible Entity will be required to withholdtax from any Cash Distribution or any amountreinvested under the Reinvestment Facility at thehighest marginal tax rate plus the Medicare levy(currently 48.5%).

3. Part IVA

Part IVA of the Income Tax Assessment Act 1936 (Cth.)contains general anti-avoidance provisions and shouldbe considered by investors in respect of all investments.In general, Part IVA may apply where a taxpayer obtains

a “tax benefit” as a consequence of entering into orcarrying out a scheme (or part of a scheme), whetherdevised by the taxpayer or somebody else, and thedominant purpose of one or more parties who enteredinto or carried out the scheme (or part of the scheme)was to secure the tax benefit for the taxpayer.

The application of Part IVA to a taxpayer can only beconclusively determined in light of each individualtaxpayer's own facts and circumstances. Investorsshould therefore seek their own independent professionaltax advice in relation to the potential application of PartIVA in light of their own individual facts and circumstances.

4. Stamp Duty

Under current laws, for so long as the Unit register ismaintained in Victoria, the acquisition of Units by aninvestor, the sale of Units by an investor, and theredemption of Units by the Responsible Entity shouldnot be liable to stamp duty.

5. Goods and services tax (GST)

No GST should be payable in respect of the subscription,acquisition, disposal or redemption of Units, nor in respectof any Cash Distributions paid in respect of the Units.

GST may apply to fees charged to investors. Investorsshould obtain their own advice as to whether an inputtax credit is available for any such GST, as it will dependon their personal circumstances.

Where GST applies to fees which are recoverable bythe Responsible Entity from the Trust's assets, theResponsible Entity can also recover the GST, and maybe entitled to claim input tax credits, depending on theprecise nature of the fee.

6. Tax reform

It should be noted that Australia is in the process of majortaxation reform. There is considerable uncertainty as tothe breadth and ultimate impact of this reform. Theprecise meaning of much of the new legislation is unclearand, of course, it has not been tested before the courts.Accordingly, there is a degree of uncertainty applying tomatters impacted by such legislation.

The above taxation comments have been based oncurrent Australian taxation legislation, and on changesannounced but not yet legislated, at the time of this PDS.

INDEPENDENT TAX OPINIONBlake Dawson Waldron has provided a tax opinionrelating to Australian residents’ investment in Units inthe Trust. This opinion appears in Appendix 1.

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TAXATION FOR AUSTRALIANRESIDENTSContinued

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Trust details 56

Compliance committee and compliance plan 56

The constitution 56

Unit rights 56

Meetings of Unitholders 57

Limitation of liability and indemnityin favour of the Responsible Entity 57

Powers of the Responsible Entity 57

Rights and Liabilities of the Responsible Entity 58

Removal of the Responsible Entity 58

Termination of the Trust 58

Amending the constitution 58

Tax status 58

S E C T I O N 8

THE TRUST

56

TRUST DETAILSThe Trust is a registered managed investment schemeestablished according to the terms of a trust deed dated22 April 2005 (the “Constitution”).

As the Trust was established on 22 April 2005, no auditedaccounts have been prepared nor distributions declared inrespect of the Trust as at the date of this PDS. The Trusthas no performance history or outstanding liabilities as atthe date of this PDS. The Responsible Entity is not awareof any litigation or claim pending or threatened by oragainst it.

The legal relationship between the Responsible Entityand Unitholders is governed by this PDS, theConstitution and the Corporations Act in addition toother applicable laws relating to trusts and trustees. TheResponsible Entity’s duties under that relationshipinclude the specific statutory duties to:

– Act honestly and in the best interests of Unitholders;

– Exercise the degree of care and diligence that areasonable person would exercise in the ResponsibleEntity’s position;

– Treat Unitholders equally;

– Not make use of information obtained by being theResponsible Entity in order to obtain an improperadvantage for the Responsible Entity or anotherperson or to cause detriment to Unitholders;

– Comply with the Trust’s compliance plan and Constitution;

– Clearly identify Trust property and hold it separatelyfrom property of the Responsible Entity and that ofother schemes operated by the Responsible Entity(except where the Corporations Act permits thepooling of the property);

– Ensure that the Constitution and the Trust’sCompliance Plan comply with the Corporations Act;

– Only make payments out of the Trust in accordancewith the Constitution and the Corporations Act;

– Have the Trust’s property valued regularly; and

– Report to ASIC any breaches of the Corporations Actwhich relate to the Trust and which have had, or arelikely to have a materially adverse effect on theinterests of Unitholders.

The Responsible Entity can appoint an agent, orotherwise engage a person, to do anything that it isauthorised to do in connection with the Trust. However,for the purposes of determining whether there is anyliability to Unitholders, or whether the ResponsibleEntity has properly performed its duties, theResponsible Entity is taken to have done, or failed todo, anything that the agent or person has done (orfailed to do) even if the agent was acting fraudulently oroutside the scope of its authority or engagement.

COMPLIANCE COMMITTEE ANDCOMPLIANCE PLANUnder the Corporations Act, a responsible entity isrequired to either have a board of directors comprisingnot less than one half external directors, or to appointa compliance committee with a majority of externalrepresentation. The Responsible Entity intends tocomply with this requirement by having a compliancecommittee with a majority of external representation.

The Corporations Act also requires the ResponsibleEntity to adopt a compliance plan which sets out theprocedures applied in operating the Trust to ensurecompliance with the Corporations Act and the Trust’sConstitution. The compliance committee monitors theResponsible Entity’s adherence to the compliance plan(and the adequacy of that plan), the Constitution andthe Corporations Act. The compliance committee isrequired to report any breaches of the Constitution andthe Corporations Act to the Responsible Entity, and insome instances, to ASIC.

THE CONSTITUTIONThe following sets out a few aspects of the Constitutionand the way in which it operates in conjunction with theCorporations Act. This section does not include everyprovision of the Constitution – if you would like to reviewa copy of the Constitution, please contact us and wewill provide a copy free of charge.

UNIT RIGHTSThe Constitution provides that each Unit confers on theUnitholder an equal and undivided interest in the assetsof the Trust as a whole, subject to the liabilities of theTrust. Each Unitholder holds the Units subject to therights, restrictions and obligations attaching to that Unit.

The Constitution also sets out Unitholder’s right toreceive distributions from the Trust, as well as the rightto withdraw from the Trust and the method underwhich Unitholders’ entitlement upon such withdrawal iscalculated.

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THE TRUST

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MEETINGS OF UNITHOLDERSThe Constitution and the Corporations Act prescribewhen and how meetings of Unitholders are to beconvened.

Under the Constitution, the Responsible Entity mayconvene a meeting of Unitholders at any time, and mustdo so if required under the Corporations Act. The rights ofUnitholders to request, convene, attend and vote atmeetings of Unitholders are primarily prescribed by theCorporations Act.

The Constitution sets out the quorum for a meeting ofUnitholders, which is generally two Unitholders present inperson or by proxy together holding at least 10% of allUnits. A resolution by Unitholders binds all Unitholders,whether or not they were present at the meeting.

The Corporations Act provides that, on a show of hands,each Unitholder has one vote, and on a poll, eachUnitholder has one vote for each dollar of the value ofthe total interest they have in the Trust.

LIMITATION OF LIABILITY AND INDEMNITY INFAVOUR OF THE RESPONSIBLE ENTITYThe Constitution provides that the Responsible Entity is notliable in contract, tort or otherwise to Unitholders for anyloss suffered in any way relating to the Trust except to theextent that the Corporations Act imposes such liability.Subject to the Corporations Act, the liability of theResponsible Entity to any person other than a Unitholder inrespect of the Trust (including in respect of any contractsentered into as trustee of the Trust or in relation to anyassets) is limited to the Responsible Entity’s ability to beindemnified from the assets.

The Constitution also provides that the Responsible Entityis entitled to be indemnified out of the assets of the Trustfor any liability incurred by it in properly performing orexercising any of its powers or duties in relation to theTrust, including, to the extent permitted by theCorporations Act, any liability incurred as a result of any actor omission of a delegate or agent appointed by theResponsible Entity.

POWERS OF THE RESPONSIBLE ENTITYUnder the Constitution, the Responsible Entity:

– is conferred all the powers in respect of the Trust thatit is possible under the law to confer on a trustee asthough it were the absolute owner of the Trust assetsand acting in its personal capacity;

– has the power, in its capacity as trustee of the Trust,to borrow or raise money, to grant security and toincur all types of obligations and liabilities;

– may in its capacity as trustee of the Trust invest in,dispose of or otherwise deal with property and rightsin its absolute discretion, subject to the CorporationsAct;

– may authorise any person to act as its agent ordelegate to hold title to any asset of the Trust, performany act or exercise any discretion within theResponsible Entity’s power. Subject to theCorporations Act, the agent or delegate may be anassociate of the Responsible Entity;

– may charge fees and recover expenses, including thefees and expenses set out in section 6 of this PDSand waive and defer payment or reimbursement ofthose fees and expenses;

– may reject any application for Units in whole or in partand without giving any reason for the rejection, andmay specify minimum investment, minimum holdingand minimum withdrawal amounts;

– may, at its discretion, in respect of any withdrawalperiod in which the total withdrawal requests it hasreceived or is deemed to have received comprisemore than 30% of the Units on issue:

– satisfy the withdrawal requests received, ordeemed to have been received, during thatwithdrawal period pro rata to the extent of 30% ofthe Units on issue; and

– deem the remaining unsatisfied component ofthose withdrawal requests to be separatewithdrawal requests received in the nextwithdrawal period;

– may delay withdrawals in certain circumstances,including where it has taken all reasonable steps torealise sufficient assets to satisfy a withdrawal requestand is unable to do so, where the Responsible Entitybelieves it is not in the best interests of Unitholders asa whole to realise assets, or where the ResponsibleEntity is unable to calculate the Withdrawal Price ordetermine the Trust’s Net Asset Value due tocircumstances outside its control; and

– may refuse to register any transfer of Units withoutgiving any reason for the refusal.

The Constitution requires that the Responsible Entitymust, in its capacity as responsible entity of the Trust,enter into the Exposure Agreement.

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RIGHTS AND LIABILITIES OF THERESPONSIBLE ENTITYThe Constitution provides that the Responsible Entity andits associates may hold Units in the Trust, but theCorporations Act requires that it may only acquire andhold an interest in the Trust for not less than theconsideration that would be payable if the Units wereacquired by someone else and subject to terms andconditions that would not disadvantage other Unitholders.

Subject to the Corporations Act, the Constitution providesthat the Responsible Entity (or its associates) may:

– deal with itself (as trustee of the Trust or in anothercapacity), an associate, a related party or with anyUnitholder;

– be interested in any contract or transaction with itself(as trustee of the Trust or in another capacity), anassociate, a related party or with any Unitholder andretain for its own benefit any profits or benefitsderived from any such contract or transaction; and

– act in the same or a similar capacity in relation to anyother managed investment scheme.

REMOVAL OF THE RESPONSIBLE ENTITYThe Responsible Entity may retire by calling a meeting ofUnitholders to enable Unitholders to vote on a resolutionto choose a company to be the new responsible entity,which will occur by extraordinary resolution (i.e. passed by50% of the total votes that may be cast by Unitholdersentitled to vote). Unitholders can remove the ResponsibleEntity by calling a Unitholders’ meeting under theCorporations Act and resolving, by an extraordinaryresolution, to remove the Responsible Entity and choose acompany to be the new responsible entity.

TERMINATION OF THE TRUSTThe Trust terminates on the earliest of:

– the 80th anniversary of the day before the Trustcommenced;

– a date which the Unitholders determine byextraordinary resolution (i.e. passed by at least 50%of the total votes that may be cast by Unitholdersentitled to vote);

– the date specified by the Responsible Entity as the dateof termination of the Trust in a notice given toUnitholders; and

– the date on which the Trust terminates in accordancewith another provision of the Constitution or by law.

Following termination of the Trust, the Constitution requiresthat the Responsible Entity must realise the assets of theTrust within 180 days or as soon as possible after thattime. The net proceeds of this realisation will be distributedto Unitholders by reference to the number of Units held byUnitholders as at termination.

VALUATION METHODS AND POLICIESTo the extent permitted under the Corporations Act, theResponsible Entity will adopt the following methodologies,policies and principles for the purpose of calculating theNAV of the Trust from time to time:

– the value of the Exposure Agreement will be the mostrecent value determined by the Valuation Agent; and

– the value of other assets will be determined by referenceto the methodologies, policies and principles set out inthe most recent expert determination provided to theResponsible Entity by a qualified accountant or otherperson reasonably believed by the Responsible Entity tobe an expert.

AMENDING THE CONSTITUTIONThe Constitution may be amended following a specialresolution of the Unitholders (passed by 75% of the votescast by Unitholders entitled to vote on the resolution), or bythe Responsible Entity if it reasonably considers thechange will not adversely affect Unitholders’ rights.

TAX STATUSThe Trust is subject to taxation laws pertaining to trustsin Australia. The Responsible Entity intends to distributeall income of the Trust to Unitholders each Financial Year.

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THE TRUSTContinued

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About the Responsible Entity 60

About Macquarie 60

The Custodian 60

Material contracts 61

Component Fund access 63

Privacy statement 63

Consents 64

Disclaimer of responsibility 66

Complaints 66

S E C T I O N 9

ADDITIONAL INFORMATION

60

ABOUT THE RESPONSIBLE ENTITYMacquarie Portfolio Management Limited, theresponsible entity of the Trust, is an Australian publiccompany and a wholly owned subsidiary of Macquarie.Macquarie Portfolio Management Limited holdsAustralian Financial Services Licence No 238321 whichauthorises it to operate managed investment schemes,including the Trust.

For more information about the duties of MacquariePortfolio Management Limited in its capacity asResponsible Entity of the Trust, see section 8.

ABOUT MACQUARIEMacquarie Bank Limited is an authorised deposit takinginstitution under Section 9 of the Banking Act 1959(Commonwealth). As at 30 September 2004, Macquariehad total assets of approximately A$42.1 billion andequity attributable to equity holders of Macquarie ofapproximately A$3 billion on a consolidated basis.

For the half year ended 30 September 2004 Macquariereported profit from ordinary activities after income taxattributable to ordinary equity holders of approximatelyA$284 million on a consolidated basis. Macquarie’sAustralian Financial Services License Number is 237 502.

Rating Agencies

Macquarie is rated by Standard & Poor’s, Fitch Ratingsand Moody’s Investors Service. Current ratings areavailable from various sources including the ASX,brokers and Macquarie.

The rating agencies have not been involved in thepreparation, or authorised the issue of, this PDS.

Investors should note that credit ratings assigned bythe rating agencies address only credit risk, which isonly one element of any investment decision andshould not be construed as relating to the ExposureAgreement with Macquarie, which is discussed in thisPDS. Ratings are not recommendations in relation tothe Exposure Agreement. By publishing a rating, therating agencies are not inducing or advising investorsto take any action with respect to the ExposureAgreement, the Units or any other security. Ratings andrating reports should not be construed as investmentadvice, personalised or otherwise. Accordingly, eachinvestor should conduct their own evaluation of theExposure Agreement and consult with their investmentadviser.

Ratings are subject to change or withdrawal atanytime, and such change or withdrawal is within eachrating agency’s sole discretion.

Disclosure Obligations

Macquarie, as a company whose shares are quoted onthe stock market of the ASX, is a disclosing entityunder the Corporations Act and the ASX Listing Rulesand has a continuous disclosure obligation. Thismeans that, subject to certain exceptions, Macquariemust disclose to the ASX any information concerning itthat a reasonable person would expect to have amaterial effect on the price or value of Macquarie’ssecurities or financial products which are quoted on theASX. Copies of the information disclosed to the ASXcan be viewed on the public file of Macquarie at the ASX.

Documents Available

Macquarie will provide a copy, free of charge, of any ofthe following documents to any person who requestssuch copies in relation to this PDS, by contactingMacquarie Bank Limited at: No. 1 Martin Place Sydney NSW 2000 Australia.Phone: 1800 803 010:

– the latest available financial report and annual reviewof Macquarie; and

– the latest available interim result announcementdocument.

Macquarie’s latest available Annual Review, InterimReport and Financial Reports are also able to bereviewed on-line via Macquarie’s website at:www.macquarie.com.au/shareholdercentre.

THE CUSTODIANThe Responsible Entity has appointed Belike NomineesPty Limited ABN 31 008 604 966, AFSL No. 238164as custodian of the Trust (“Custodian”). TheCustodian will enter into the Exposure Agreement asagent of the Responsible Entity. References in thisPDS to the Responsible Entity entering into, or as aparty to, the Exposure Agreement are references to theResponsible Entity entering into, or as a party to, theExposure Agreement through the Custodian.

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ADDITIONAL INFORMATION

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Material contracts

Exposure Agreement

General information on the operation of the Exposure Agreement is provided in Section 1. Further material details ofthis agreement are set out below

Counterparty Macquarie Bank Limited (London branch)

Term Approximately 7 and a half years.

Valuation Agent Macquarie Bank Limited

Valuation The Exposure Agreement Value will be determined with reference to the NAV of the methods Equinox Reference Portfolio.

The NAV of the Equinox Reference Portfolio will be determined by the Valuation Agentfrom time to time in accordance with generally accepted accounting principles, oraccounting standards as generally accepted or in force immediately before 1 January2005.

For the purpose of valuing the NAV of the Equinox Reference Portfolio, the ValuationAgent shall be entitled to (but not in any particular order):

– rely on the final NAV provided by either the investment manager or the administratorof any Component Fund;

– rely on estimated NAV provided by either the investment manager or theadministrator of any Component Fund; and

– rely on the estimated valuation of any Component Fund as determined by theValuation Agent in consultation with the Responsible Entity.

In determining the NAV of the Equinox Reference Portfolio, the Valuation Agent may useestimated NAVs for any or all Component Funds (when their final NAVs are not availablebefore the 20th day following a Valuation Day) in order to finalise the Reference PortfolioValue in a timely manner.

The Valuation Agent may delay the valuation of the Equinox Reference Portfolio for thewhole or any part of a period:

– during which any exchange or over-the-counter market on which any significantportion of the investments relevant to the Equinox Reference Portfolio are listed,quoted, traded or dealt is closed (other than customary weekend and holidayclosing) or on which trading is restricted;

– when a breakdown occurs in any of the means normally employed in ascertainingthe value of the investments relevant to the Equinox Reference Portfolio or when forany reason the value of any of the Equinox Reference Portfolio’s investments or otherassets cannot reasonably or fairly be ascertained;

– when there is a suspension in the determination of the NAV of any Component Fundor other investment in the Equinox Reference Portfolio.

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ADDITIONAL INFORMATIONContinued

Risk Advisory Agreement

The Responsible Entity has entered into a RiskAdvisory Agreement with MICAP. Under this agreementMICAP is required to monitor the performance of themanagers of the Component Funds and provideweekly valuation information in relation to ComponentFunds. MICAP is also required to provide advisoryservices to the Responsible Entity including advice oninvestments included in the Equinox ReferencePortfolio and advice on possible changes toComponent Funds.

The Responsible Entity is required to pay MICAP:

– the Placement Incentive recovery;

– all withdrawal fees; and

– all of the management fee,

described in Section 6.

These payments do not represent an additionalexpense to the Trust as the Responsible Entity agreesthat all payments to MICAP will be paid by theResponsible Entity out of the fees it is entitled torecover from the Trust as described in Section 6.

The Responsible Entity’s obligations to pay thePlacement Incentive recovery and all withdrawal fees toMICAP continue even if the Risk Advisory Agreement isterminated.

Termination by The Responsible Entity is entitled to terminate the Exposure Agreement if Macquarie Responsible Entity fails to comply with its obligations to pay amounts in accordance with the Exposure

Agreement. In this event Macquaire will be required to pay the Responsible Entity thegreater of the value of the Exposure Agreement (plus 1%) and the prevailing presentvalue of the Capital Protection Date’s Capital Protected Amount (plus 1%).

The Responsible Entity may also terminate the Exposure Agreement at any time prior tothe Capital Protection Date by giving notice to Macquarie. The Responsible Entityagrees not to do so unless it is to satisfy investor withdrawals or (if investors remain inthe Trust) unless it can secure in an alternate investment at least the same level ofcapital protection that Macquarie was to provide under the Exposure Agreement.

Termination by The Exposure Agreement does not confer any right on Macquarie to terminate theMacquarie Exposure Agreement.

Partial termination of The Responsible Entity is entitled to terminate partially the Exposure Agreement andthe Exposure receive cash payments in the following circumstances:Agreement – by requesting a partial termination in order to satisfy Unitholder withdrawals. This will

have the effect of reducing the Capital Protected Amount but will not reduce the levelof Capital Protection per Unit;

– by requesting a reduction in the Exposure Agreement Value to pay fees andexpenses of the Trust. This will not reduce the Capital Protected Amount. Suchreductions are capped at a level which allows the current fees and expenses of theTrust to be met.

Macquarie is entitled to reduce the Exposure Agreement Value by the Capital ProtectionFee, which will not reduce the Capital Protected Amount.

Delivery obligations On the Delivery Date Macquarie is required to transfer the Delivery Basket to the Responsible Entity.

The number of each Delivery Security to be delivered will be one tenth of the DeliveryAmount divided by the closing price for the Delivery Security on the Delivery Date.

Where abnormal trading conditions prevail in respect of any Delivery Security on theDelivery Date, or Macquarie is unable to purchase the entire Delivery Basket on that dayfor reasons beyond its reasonable control, Macquarie must deliver the appropriatesecurities as soon as practicable after the Delivery Date.

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COMPONENT FUND ACCESSThe Equinox Reference Portfolio’s exposure toCadogan Alternative Strategies Fund Limited(“Cadogan”) will reference “Class C” shares or anothershare class in Cadogan that may be established in thefuture. Cadogan is a corporation organised as aninternal business company under the laws of the BritishVirgin Islands.

The Equinox Reference Portfolio’s exposure to VisionAsia Maximus Fund (“Vision Asia”) will reference “ClassC” shares, or another share class in Vision Asia that maybe established in the future. Vision Asia is an open-ended investment company organised as an exemptedcompany with limited liability in the Cayman Islands.

The Equinox Reference Portfolio’s exposure toSelectinvest Arbitrage/Relative Value Ltd. (“Selectinvest”)will reference “Series M” participating shares or “SeriesQN” participating shares in Selectinvest. Selectinvest isan exempt company with limited liability organised underthe laws of the Cayman Islands.

The Equinox Reference Portfolio’s exposure to theTactical Traders will, where possible, reference aninvestment in a company called Cradle MountainTrading Fund No.1 Limited (the “Tactical AccessCompany”). The Equinox Reference Portfolio’s exposurewill reference shares in separate share classes of theTactical Access Company, one class for eachapplicable Tactical Trader.

The Equinox Reference Portfolio is unable to gain itsexposure to the Tactical Trader known as VegaDiversified Fund Limited ("Vega Diversified") viareference to the Tactical Access Company and willinstead reference shares in the "Vega Diversified Fund -Investor USD Class". Vega Diversified is incorporated inthe Cayman Islands as an exempted company withlimited liability.

The Equinox Reference Portfolio is unable to gain itsexposure to the Tactical Trader known as BridgewaterAssociates, Inc. via reference to the Tactical AccessCompany and will instead reference the BridgewaterPure Alpha Fund I ("Pure Alpha") "Class B" shares, oranother share class in Pure Alpha that may beestablished in the future, or by referencing Non-VotingParticipating Shares in The Longchamp GlobalInvestment Fund, Ltd ("Longchamp") or another shareclass in Longchamp that may be established in thefuture. Both Pure Alpha and Longchamp are open-ended investment companies with limited liability andincorporated under the laws of the British Virgin Islands.

Where exposure to a Component Fund is intended tobe gained via a different vehicle or share class than isspecified in Section 2 under “Component Fund

information”, the vehicle or share class chosen will havethe same investment strategy and the same materialparameters and features as those share classes shownin Section 2, to the extent that those factors have abearing on the investment performance informationshown in Section 2.

Exposure to the Component Funds within the EquinoxReference Portfolio may be gained via other means.

PRIVACY STATEMENTBy completing the Application Form investors will besupplying the Responsible Entity with personalinformation over which it will be bound by the PrivacyAct 1988 (the "Privacy Act").

Investors should be aware that:

– the information in the Application Form and any otherinformation provided by an investor in connection withthe application (“Information”) is provided by thatinvestor to the Responsible Entity to allow theinvestor's application for Units in the Trust to beassessed and processed and, if the application issuccessful, to give effect to that application, includingallowing the investor's investment in the Trust to beadministered and the investor’s obligations in relationto it to be enforced. It may also be used anddisclosed to the Responsible Entity’s affiliates("Affiliates") and/or contracted service providers to offerinvestment and loan products to investors;

– should an investor fail to provide the ResponsibleEntity with any such information or documentationrequested of that investor, the investor’s applicationfor Units may be refused, and any transfer request bythe investor may be delayed or refused;

– the Information may be collected, held, used anddisclosed by Affiliates in accordance with the PrivacyAct 1988 (Cth); and, without limiting the disclosurespermitted under that Act, Affiliates may disclose aninvestor's Information to a person authorised by theinvestor and notified to any Affiliate in writing as theinvestor's representative (including a personauthorised to buy and sell investments on behalf ofthe investor) to fund managers and clearing houses;

– neither the Responsible Entity nor Macquarie BankLimited will be in any way liable to the investor, andinvestors release the Responsible Entity, MacquarieBank Limited and their directors and employees,from any liability for the unauthorised accessing orrelease of any Information (except to the extent, andonly to the extent, arising from their gross negligenceor fraud);

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– the Corporations Regulations 2001 require thecollection, in the Application Form, of an applicant’sname, date of birth and address; and

– an investor may request access to his or herinformation by contacting the Macquarie EquinoxService Centre at the address on page 1 of theApplication Form, or by calling 1800 025 513.

CONSENTS

Consent to be named

The following parties have given written consent (whichhas not been withdrawn at the date of this PDS) tobeing named, in the form and context in which they arenamed, in this PDS:

– Cradle Mountain Trading Fund No.1 Limited;

– Vision Asia Pacific Limited;

– Vision Asia Maximus Fund;

– Union Bancaire Privée Asset Management LLC;

– Selectinvest Arbitrage/Relative Value Ltd.;

– Cadogan Management, LLC;

– Transtrend B.V.;

– Vega Asset Management Limited;

– Vega Diversified Fund Limited;

– Bridgewater Associates, Inc.;

– Longchamp Global Investment Fund, Ltd.;

– PricewaterhouseCoopers as Auditor;

– Macquarie Bank Limited;

– Belike Nominees Pty Limited;

– Macquarie International Capital Advisors Pty Limitedas Risk Adviser to the Responsible Entity;

– Mallesons Stephen Jaques as legal adviser;

– Blake Dawson Waldron as tax adviser on Australianincome tax in relation to subscribers under this offer;and

Consent to be named and to inclusion ofinformation

The following parties have given written consent (whichhas not been withdrawn at the date of this PDS) in thefollowing terms:

Blake Dawson Waldron has given its consent to benamed in this PDS as tax adviser to the Trust onAustralian income tax in relation to subscribers underthis offer of interests in the Trust in the form andcontext in which it is named. It has also given itsconsent to the inclusion of, and takes responsibility for,the taxation report in Appendix 1 (“Australian taxopinion”) and all references to that report in this PDS inthe form and context in which they are included.

Macquarie Bank Limited has given its consent to benamed in this PDS in the form and context in which itis named and to the inclusion in the PDS of each of thestatements about its role in the form and context inwhich they are included.

Macquarie International Capital Advisors Pty Limitedhas given its consent to be named as the Risk Adviserin this PDS in the form and context in which it isnamed. It consents to the inclusion in the PDS of eachof the statements about its role in the form and contextin which they are included. It has also given its consentto the issue of this PDS with the inclusion of thesecond paragraph under the heading “PortfolioManagement” in Section 2 of the PDS.

Cadogan Management, LLC has given its consent tobe named in this PDS in the form and context in whichit is named. Cadogan Management, LLC consents tothe inclusion in the PDS of each of the statementsabout it and the Cadogan Alternative Strategies FundLimited in the form and context in which thosestatements are included. Cadogan Management, LLChas also given its consent to the issue of this PDS withthe inclusion of all of the background information,performance information, target return information andother information relating to Cadogan Management,LLC and the Cadogan Alternative Strategies FundLimited respectively in Section 2 of this PDS.

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Vision Asia Pacific Limited and Vision Asia MaximusFund Limited (the latter being the “Fund”) have giventheir consents to be named in this PDS in the form andcontext in which they are named. Vision Asia PacificLimited and the Fund each consents to the inclusion inthe PDS of each of the statements about it in the formand context in which it is included. Vision Asia PacificLimited and the Fund have also given their consents tothe issue of this PDS with the inclusion of all of thebackground information, performance information,target return information and other information relatingto Vision Asia Pacific Limited and the Fund respectivelyin Section 2 of this PDS.

Each of Union Bancaire Privée Asset Management LLC(“UBPAM”) and Selectinvest Arbitrage/Relative ValueLtd. (“Selectinvest”) has given its consent to be namedin this PDS in the form and context in which it isnamed. Each of UBPAM and Selectinvest consents tothe inclusion in the PDS of each of the statementsabout it in the form and context in which it is included.UBPAM and Selectinvest have also given their consentsto the issue of this PDS with the inclusion of all of thebackground information, performance information,target return information and other information relatingto UBPAM and Selectinvest in Section 2 of the PDS.

Transtrend B.V. has given its consent to be named inthis PDS in the form and context in which it is named. Itconsents to the inclusion in the PDS of each of thestatements about it and its Diversified Trend Program -Enhanced Risk (USD) in the form and context in whichthey are included. It has also given its consent to theissue of this PDS with the inclusion of all of thebackground information, performance information,target return information and other information relatingto Transtrend B.V. and the Diversified Trend Program -Enhanced Risk (USD) in Section 2 of this PDS.

Vega Asset Management Limited and Vega DiversifiedFund Limited (the latter being the “Fund”) have giventheir consents to be named in this PDS in the form andcontext in which they are named. Each of Vega AssetManagement Limited and the Fund has given itsconsent to the inclusion in the PDS of each of thestatements about it in the form and context in which itis included. Vega Asset Management Limited and theFund have also given their consents to the issue of thisPDS with the inclusion of all of the backgroundinformation, performance information, target returninformation and other information relating to Vega AssetManagement Limited and the Fund respectively inSection 2 of this PDS.

Bridgewater Associates, Inc. has given its consent tobe named in this PDS in the form and context in whichit is named. It consents to the inclusion in the PDS ofeach of the statements about it and its Pure AlphaStrategy in the form and context in which they areincluded. It has also given its consent to the issue ofthis PDS with the inclusion of all of the backgroundinformation, performance information, target returninformation and other information relating toBridgewater Associates, Inc. and the Pure AlphaStrategy in Section 2 of this PDS.

Cradle Mountain Trading Fund No.1 Limited has givenits consent to be named in this PDS in the form andcontext in which it is named. It consents to theinclusion in the PDS of each of the statements aboutthe Tactical Access Company in the form and contextin which they are included. It has also given its consentto the issue of this PDS with the inclusion of allreferences to it in the “Component Fund Access” andthe “Tactical Access Company” sections of Section 9 ofthis PDS.

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66

DISCLAIMER OF RESPONSIBILITYEach of these persons named above who hasconsented to be named in this PDS:

– has not authorised or caused the issue of this PDS;and

– does not make or purport to make any statement inthis PDS (or any statement on which a statement inthis PDS is based) other than as specified above; and

– to the maximum extent permitted by law, expresslydisclaims and takes no responsibility for any part ofthis PDS other than the reference to their name anda statement or report included in this PDS with theirconsent as specified above.

COMPLAINTSA Unitholder may make a complaint relating to theTrust to the Responsible Entity by sending thecomplaint in writing to

The Complaints OfficerC/- Macquarie Equinox Service CentreGPO Box 3423Sydney NSW 2001

The Responsible Entity will acknowledge a complaintmade by a Unitholder and will provide the Unitholderwith a response to the complaint as soon aspracticable, and in any event no later than 45 daysafter receipt of the complaint.

If the outcome is unsatisfactory, Unitholders may refertheir complaint to the Banking and Financial ServicesOmbudsman at:

Banking and Financial Services OmbudsmanGPO Box 3Melbourne, Victoria, 3001Toll Free: 1300 78 08 08Fax: (03)9613 7345www.bfso.org.au

23222120191817

S E C T I O N 9


S E C T I O N 9


Appendix 1 – Australian tax opinion 68

Appendix 2 – Contact directory 69

Appendix 3 – Glossary 70

APPENDICES

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APPENDICES

68

23222120191817

APPENDICES

APPENDIX 1 – AUSTRALIAN TAX OPINIONBlake Dawson Waldron

69

APPENDIX 2 – CONTACT DIRECTORY

THE RESPONSIBLE ENTITY

Macquarie Portfolio Management LimitedLevel 151 Martin PlaceSydney NSW 2000

VALUATION AGENT

Macquarie Bank LimitedNo.1 Martin PlaceSydney, New South Wales 2000Australia

LEGAL ADVISERS

Mallesons Stephen JaquesGovernor Phillip Tower1 Farrer PlaceSydney, New South Wales 2000Australia

AUDITOR

PricewaterhouseCoopersDarling Park Tower 2201 Sussex StreetSydney NSW 2000

CUSTODIAN

Belike Nominees Pty LimitedNo.1 Martin PlaceSydney NSW 2000

TAX ADVISERS

Blake Dawson WaldronLevel 36 225 George StreetSydney NSW 2000

RISK ADVISER

Macquarie International Capital Advisors Pty LimitedNo. 1 Martin PlaceSydney, New South Wales 2000Australia

TRUST REGISTRAR

Macquarie Portfolio Management LimitedLevel 151 Martin PlaceSydney NSW 2000

BANKERS

Macquarie Bank LimitedNo. 1 Martin PlaceSydney, New South Wales 2000Australia

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70

APPENDIX 3 - GLOSSARY

23222120191817

APPENDICESContinued

TERM DEFINITION

Application Amount The amount of your application for Units in this Offering.

Application Form The application form attached to this PDS or the application form found on theEquinox website at macquarie.com.au/equinox.

Auditor PricewaterhouseCoopers has been appointed Auditor to the Trust.

Australian Financial The period from July 1st to June 30th of the following year.Year, Financial Year

Board of Directors, Board The Board of Directors of the Responsible Entity

Business Day Any day on which banks are open for business in Sydney and London.

Buy Trigger A curve based on the Knockout Curve used in Threshold Management whichexists only after a Sell Trigger has previously been breached. If a Buy Trigger issurpassed, certain allocations within the Equinox Reference Portfolio toSecurity Deposits will be switched to Component Funds.

Capital Protected Amount The minimum value of the Delivery Basket that must be delivered to the Truston the Delivery Date under the Exposure Agreement.

Capital Protection Date The date as at which the Capital Protection is applicable (30 December 2012or such other date as applicable if the Offer Close Date is extended).

Capital Protection, The rising capital protection facility provided by Macquarie via the ExposureRising Capital Protection Agreement, applicable on the Capital Protection Date as described in Section

3 and subject to the terms and conditions of the Exposure Agreement.

Cash Distributions The distributions that the Trust will be able to make to Unitholders incircumstances where the Exposure Agreement Value has increased sufficientlyin any Financial Year for the Trust to be entitled to Periodic Returns under theExposure Agreement. Such payments will not reduce the Capital ProtectedAmount.

Component Funds The Diversified Funds and Tactical Traders within the Equinox ReferencePortfolio

Constitution The constitution of the Trust, dated 22 April 2005

Delivery Amount An amount used to determine the number of Delivery Securities Macquariemust deliver in the Delivery Basket under the terms of the ExposureAgreement.

Delivery Basket A basket of ASX listed securities that Macquarie is obliged to deliver to theTrust on the Delivery Date in satisfaction of its obligations under the ExposureAgreement.

Delivery Date The date five Business Days after the date that the Valuation Agent finalises theExposure Agreement Value pertaining to the Capital Protection Date. This is thedate on which Macquarie is obliged to deliver the Delivery Basket to the Trust.

71

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TERM DEFINITION

Delivery Securities The top ten17 ordinary shares in the ASX S&P200 index, which will comprise theDelivery Basket, under the terms of the Exposure Agreement.

Directors The directors of Macquarie Portfolio Management Limited

Distribution An optional facility whereby investors’ Cash Distributions are applied by theReinvestment Facility Responsible Entity to pay for additional Units for such investors.

Diversified Funds A group of 3 diversified funds of international Hedge Funds. This will compriseapproximately 50% of the Equinox Reference Portfolio’s investment exposure atits inception.

Dollar, $ Australian Dollars

Equinox 6 An offer of Units in the Macquarie Equinox 6 Trust

Equinox Reference The reference portfolio of notional assets and liabilities used to determine thePortfolio, Portfolio value of the Exposure Agreement. This portfolio may change from time to time. The

Equinox Reference Portfolio will be managed by the Responsible Entity and dealtwith and accounted for in accordance with the method described in this PDS.

Exposure Agreement A contractual agreement between the Responsible Entity and Macquarie whichwill be the Trust’s only significant asset on the Investment Date. The ExposureAgreement will track the value of the Equinox Reference Portfolio until theCapital Protection Date and obliges Macquarie to deliver the Delivery Basket ofASX listed securities to the Trust on the Delivery Date. The agreement containsRising Capital Protection and can pay Periodic Returns to the Trust.

Exposure Agreement Value The value of the Exposure Agreement as determined by the Valuation Agentfrom time to time.

Futures Standardised contracts traded on various exchanges around the world. Futurescontracts are contracts covering a fixed amount of a particular commodity(these can be physical commodities, currencies, financial instruments or stockindices) due for delivery or settlement on a fixed date. Futures are usuallytraded either using the open outcry method on exchange trading floors (forexample the Chicago Mercantile Exchange), or on electronic exchanges (forexample the Sydney Futures Exchange). The market can include institutionshedging their natural exposure (for example airlines may buy crude oil Futuresto guard against price rises for their fuel) and speculators, who are looking toprofit from price moves in their favour after taking a position. The TacticalTraders fall into the latter category.

Hedge Funds Hedge Funds are usually privately offered funds that are open mainly toprofessional investors or high net worth individuals. As privately managedportfolios, Hedge Funds have flexibility in terms of investment mandates and maymake use of leverage. Unlike most traditional investment funds, which are limitedto long (bought) positions in securities, Hedge Funds can also engage in the shortsale of securities, which profit when prices decline. Depending on the HedgeFund strategy, managers may trade and invest in a wide range of securities,including individual equities, bonds, convertible notes, over-the-counterderivatives, swaps, foreign exchange, Futures, options and mutual funds.

17Ranked by market capitalisation as at 10 Business Days prior to the Delivery Date. Macquarie reserves the right to substitute any of thesesecurities for others within the ASX S&P200 index (or a comparable index if that index no longer exists) in the event it is not reasonably practicablefor Macquarie to acquire the top ten stocks (for example, if there is lack of liquidity or a trading halt)

72

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APPENDICESContinued

TERM DEFINITION

Hedge Funds generally aim to generate positive absolute returns, rather thanperformance relative to a benchmark. The term “Hedge Fund” has been usedbecause many of the managers have constructed their portfolios with long andshort positions to make them less sensitive to broad market fluctuations.

Investment Date The date on which the Responsible Entity will pay to Macquarie $1.00 per Unitunder the Exposure Agreement, expected to be 30 June 2005.

Investment Guidelines A set of guidelines contained within the Exposure Agreement that apply todetermine the composition of the Equinox Reference Portfolio.

Knockout Curve A curve used in Threshold Management that represents the growth over time ofan amount of capital which, if invested in appropriately dated Security Deposits,would deliver at the Capital Protection Date the prevailing Capital ProtectedAmount adjusted for any currently held Security Deposits, the PlacementIncentive, Cash at Call and liabilities.

Macquarie Macquarie Bank Limited, incorporated in Australia ABN 46 008 583 542.

Macquarie Equinox GPO Box 3423Service Centre Sydney NSW 2001(contact details) Ph: 1800 025 513 or 02 8232 1181

MICAP Macquarie International Capital Advisors Pty Limited is a wholly ownedsubsidiary of Macquarie and is the Risk Adviser appointed by the ResponsibleEntity.

Net Asset Value, NAV The total assets minus the total liabilities of the trust, units or portfolio inquestion.

Offer Close Date The date on which the Responsible Entity will close the offer of Units in theTrust. This date is 22 June 2005. The Responsible Entity reserves the right toextend the offer period to a date no later than 30 June 2005. If the Offer CloseDate is extended, the Capital Protection Date and the Surrender Cut-off Datemay be extended by a period not exceeding the extension to the Offer CloseDate.

Offering The offer of Units in the Trust, made by the Responsible Entity pursuant to thisPDS.

73

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TERM DEFINITION

Periodic Return The Trust is entitled to receive Periodic Returns under the terms of theExposure Agreement where the Exposure Agreement Value has increasedsufficiently, in any Financial Year. The Trust will then distribute these PeriodicReturns to Unitholders as Cash Distributions.

Placement Incentive An up-front Placement Incentive will be paid by MICAP to brokers, financialadvisers etc, whose referred investors invest in this Offering. MICAP will be paid arecovery fee by the Responsible Entity out of Trust assets in consideration for this.Starting in the second year of the investment a trailing Placement Incentive willalso be paid to referring advisers and the Responsible Entity as applicable. SeeSection 6 for details.

Profit Lock-ins A facility by which the Capital Protected Amount as at the Capital ProtectionDate can rise, by locking in a portion of any sufficiently large increases in theExposure Agreement Value.

Risk Adviser The Responsible Entity has appointed MICAP as the Risk Adviser, whose rolewill include frequent monitoring of the Equinox Reference Portfolio and regularcontact with the managers of the Component Funds including site visits.

Security Deposits That portion, if any, of the Equinox Reference Portfolio comprised of cash andterm deposits (which will be referenced to deposits of Macquarie or otherdeposit-taking institutions as may be approved by the Responsible Entity) usedfor Threshold Management purposes.

Sell Trigger A curve based on the Knockout Curve used in Threshold Management which, ifbreached by the level of allocation to the Component Funds, would result inshifts from the Component Funds to Security Deposits.

Surrender Cut-off Date Currently 30 June 2008. If the Offer Close Date is extended, the Surrender Cut-off Date may also be extended by a period not exceeding the extension to theOffer Close Date.

74

TERM DEFINITION

Tactical Access Company Cradle Mountain Trading Fund No. 1 Limited, an investment companyincorporated in Bermuda which the Equinox Reference Portfolio will, wherepossible, include to gain exposure to the Tactical Traders via a managedaccount structure.

Tactical Traders/ The Equinox Reference Portfolio’s Component Funds that fall under the broadTactical Trading investment strategy known as “Tactical Trading”.

Threshold Management Threshold Management is an asset management method used in conjunctionwith the Rising Capital Protection. See Section 3 for details.

Unit, Unitholder A unit, or the holder thereof, in the Macquarie Equinox 6 Trust, issued underthis Offering either on or about the initial Unit issue date or in accordance withthe Distribution Reinvestment Facility

Withdrawal Date Days on which withdrawals are able to be effected, subject to applicable termsand conditions. Withdrawal Dates are the last Business Day of each calendarmonth.

Withdrawal Price The price at which withdrawals are processed. This is calculated as the netasset value of the Trust less transaction costs18 as at the relevant Valuation Daydivided by the number of Units in issue on that day.

Valuation Agent Macquarie Bank Limited as the valuation agent under the Exposure Agreement.

Valuation Day The last Business Day of each month and/or such other days as theResponsible Entity may determine.

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APPENDICESContinued

18Transaction costs are the Responsible Entity’s estimate of the total cost of selling or realising the assets of the Trust.

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76

23222120191817

APPLICATION INSTRUCTIONSAND CHECKLIST

CHECKLIST

Please ensure you have read and completed all sections.

PART 1 Applicant details

PART 2 Application Amount

PART 3 Payment method

PART 4 Distribution Reinvestment Facility

PART 5 Bank account details for direct credit of distributions and redemptions

PART 6 Operating instructions

PART 7 Adviser details

PART 8 Privacy

PART 9 Declarations and signatures

Cross out and initial any changes made to the form. Do not use correction fluid to amend.Send your completed Macquarie Equinox 6 Trust Application Form to:

Macquarie Equinox Service Centre

GPO Box 3423

Sydney NSW 2001

Telephone: 1800 025 513 or (02) 8232 1181

APPLICATION INSTRUCTIONS

If you are investing … your application for example like … and your account as … must be in the this … description (if

name of required) could be …

An individual The full given name Mrs Yvette Catherine Brown None requiredof the individual

Joint applicants The full given names Mrs Yvette Catherine Brown None requiredof the individuals + Mr Jack Michael Brown

A company The company Jack Brown Pty Ltd None required

A trust The trustee(s), rather than Mrs Yvette Catherine Brown Brown Family A/Cthe name of the trust1 + Mr Jack Michael Brown

A superannuation The trustee(s) of the Mrs Yvette Catherine Brown Brown Super Fund A/Cfund superannuation fund1 + Mr Jack Michael Brown

A partnership The full given names Mr Jack Michael Brown Brown + Smithof the partners + Mr James David Smith Partnership A/C

1Applications in the name of a trust rather than the trustee will not be accepted

1 APPLICANT DETAILS

This Application Form is included in the product disclosure statement issued by Macquarie Portfolio Management Limited (ABN 55 092 552 611 AFSL 238321) for the offer of Units in the Macquarie Equinox 6 Trust, dated 10 May 2005 (”PDS”). An application for Units will only be considered where a valid Application Form has been completed and delivered as set out in the PDS. The PDS provides details of the offer to issue Units in the Macquarie Equinox 6 Trust. It is important that you have read the PDS and considered its content before lodging an Application Form. This Application Form must not be provided to any person unless at the same time access is given to the PDS. Unless otherwise defined in this Application Form, capitalised terms have the same meaning as defined in the PDS.

Name of applicant to be contacted regarding application

If company, position in company

Please tick box if you wish to receive via email:

confirmation of receipt of application

Quarterly and Annual Reports

Home phone number Mobile phone number

Fax number

E-mail address

Work phone number

Mailing Address (if different to above. All correspondence will be sent to this address)

Residential Address (you must specify a residential address). Company,trust, partnership or other non-individual applicants must specifytheir registered address.

Street No. &Name

Postcode

Street No. &NameOR PO Box

Postcode

Tax File Number / ARBN if applicable

Name of trust, superannuation fund, partnership, deceased estate,unincorporated association or business. If trust or partnership specify accountdescription (max 30 characters). Refer to page 76 for description examples.

ACCOUNT DESCRIPTION EG < SUPER FUND A/C >

Tax File Numbers

ADDRESS DETAILS

1800 025 513

For Australian residents only. Complete this form using BLACK INK and print well within the boxes in CAPITAL LETTERS.Mark answer boxes with a cross (X). Start at the left of each answer space and leave a one box gap between words.CROSS OUT AND INITIAL ANY CHANGES MADE TO THE FORM. DO NOT USE CORRECTION FLUID TO AMEND. Each Application Form has a unique reference number. If you are completing more than one application form, do not photocopy.

<>a c/

EQFMacquarie Equinox 6 Trust Application Form

Date of birth Gender

M F

Tax File Number OR reason for exemption

OFFICE USE ONLY

APPLICATION FORMS MUST BE COMPLETED IN ACCORDANCE WITH THE INSTRUCTIONS ON PAGE 76 OF THE PDS.

IRNApplication number Macquarie staff member

D D M M Y Y Y Y

CONTACT DETAILS

Collection of tax file numbers is authorised, and their use and disclosure are strictly regulated, by the tax laws and Privacy Act. Quotation is not compulsory, and declining to quote a tax file number is not an offence, but tax may be taken out of your distribution if you do not quote your tax file number or claim an exemption. Contact your nearest tax office for more

JOINT APPLICANT/TRUSTEE 2

INDIVIDUAL/ INDIVIDUAL TRUSTEE

COMPANY/CORPORATE TRUSTEE

ABN / ACN / ARBN if applicable

Surname

Given name(s)

Name of company, corporate trustee, incorporated association, or incorporated body

OtherMsMissMrsMr

Surname

Given Name(s)

OtherMsMissMrsMr

Tax File Number OR reason for exemption

Date of birth Gender

D D M M Y Y Y Y M F

77

Note that the minimum investment is $10,000 and amounts thereafter must be in multiples of $1,000.

Please indicate via which method you will be paying your investment amount;

Cheque made out to “Macquarie Equinox Trust 6 – A/C <insertApplicant name here>”.

Direct debit from an account held with an Australian financial institution.

Investing via the Equinox Loan Facility offered by Macquarie

$ , , . 0 000 0

BSB Number Account Number

Name of financial institution

Branch Address

Account name (if joint account, all names required)

Direct Debit Authority

I/we request you, Macquarie Portfolio Management Limited(ABN 55 092 552 611) until further notice in writing, to debit my/our contribution of my/our own funds from my/our account described above through the direct debit system.

I/we understand and acknowledge that:

1. My/our nominated financial institution may in its absolute discretion decide the order of priority of payment by it of any monies pursuant to this request or any authority or mandate;

2. The financial institution may, in its absolute discretion, at any time by notice in writing to me/us, terminate this request;

3. If I/we feel that the direct debit against my/our account is inappropriate or wrong it is my/our responsibility to notify Macquarie Portfolio Management Limited as soon as possible. Direct debiting through the Bulk Electronic Clearing System (BECS) is not available on all accounts. I/we can check my/our account details against a regular statement or check with the financial institution as to whether I/we can request a direct debit from my/our account.

Third party account details will not be accepted. Bank account must be in the same name as

the investment.

2 APPLICATION AMOUNT

4 DISTRIBUTION REINVESTMENT FACILITY

3 PAYMENT METHOD

BANK ACCOUNT DETAILS FOR DIRECT DEBIT OF INVESTMENT FUNDS

BSB Number Account Number

Name of financial institution

Branch Address

Account name (if joint account, all names required)

Please provide details of the account to which you wish to have distributions and redemption proceeds credited. The nominated account must be a bank account with an Australian financial institution.

Do you wish to participate in the Trust’s Distribution Reinvestment Facilityin place of receiving Cash Distributions?

Yes

No

If no selection is made, distributions will be paid in cash.

Note: If you select “yes”, your election to participate in the Distribution Reinvestment Facility will apply to your entire holding of Units. You cannot elect to participate in the Distribution Reinvestment Facility in relation to part of your holding of Units.

You should note that the number of Units to be issued under the Distribution Reinvestment Facility will be rounded down to the nearest whole Unit and any surplus funds will be retained by the Responsible Entity for the benefit of the Trust as a whole and you will not be entitled to receive such surplus.

5 BANK ACCOUNT DETAILS FOR DIRECT CREDITOF DISTRIBUTIONS AND REDEMPTIONS

4. It is my/our responsibility to ensure that there are sufficient cleared funds in my/our nominated account to honour the direct debit request. Macquarie Portfolio Management Limited will charge the cost of dishonoured direct debits against my/our account.

5. Macquarie Portfolio Management Limited may need to pass on details of my/our direct debit request to its sponsor bank in BECS to assist with the checking of any incorrect or wrongful debits to my/our account.

Third party cheques will not be accepted. Cheque must be in the same name as the investment.

Third party bank accounts will not be accepted. Bank account must be in the same name as the investment.

78

The Responsible Entity is required to collect certain personal information about you in order to process your application, keep you up to date on the performance of your investment and to comply with certain laws and regulations. This information may also be used to communicate with you from time to time regarding its other products and services.

The Corporations Regulations 2001 require the collection in this Application Form, of your name, date of birth and address.

The Responsible Entity’s policy in relation to your privacy is contained in the Privacy Statement in the PDS ("Privacy Statement"). All investors should read the Privacy Statement in order to understand how information provided by investors is used and how investors can ask for it.

By signing this Application Form investors consent to the Responsible Entity disclosing their information to it and on the terms set out in the Privacy Statement in the PDS. By supplying your Tax File Number(s) in this Application Form you are authorising the disclosure of this information to the Responsible Entity where subscription monies are placed in interest bearing short term deposits.

8 PRIVACY

7 ADVISER DETAILS (for adviser use only)

I/we acknowledge and declare that I/we have read and understand the PDS. On acquiring Units in the Trust, I/we agree to be bound by the provisions of the PDS and the Constitution of the Trust.

I/we further acknowledge and declare that:

a) all information provided as part of this application is true and correct;

b) Macquarie:

i. has not authorised or caused the issue of the PDS;

ii. takes no responsibility for any part of the PDS; and

iii. does not endorse or recommend investment under the PDS;

c) I/we am/are not in the United States or a US Person and I/we am/are not acting for the account or benefit of a US Person; I/we am/are not engaged in the business of distributing Units and will not offer, sell or resell in the United States or to any US Person (as defined under Regulation 5 under the United States Securities Act 1933, as amended) a) any Units I/we acquire under or pursuant to the offer under the PDS or b) any Units I/we acquire other than under or pursuant to the offer under the PDS until the end of 40 days after the date on which the Units are allocated under the PDS.

d) I/we understand the risks associated with an investment in the Trust as they are outlined in the PDS. I/we further acknowledge that

Units redeemed prior to the Capital Protection Date will not gain access to the benefits of the Capital Protection provided by Macquarie to the Responsible Entity for the benefit of the Trust and that Units held beyond the Capital Protection Date will not have the benefit of ongoing capital protection;

e) I/we have read, understood and agree to be bound by the Privacy Statement contained in the PDS;

f) I/we am/are not aware of any liquidation or bankruptcy proceedings that have been commenced or are intended to be commenced by any person against me/us or which are intended or anticipated by me/us.

g) by completing this Application Form, I/we am/are accepting an offer made by the Responsible Entity for the issue of Units and at the same

time applying to the Responsible Entity for the issue of those Units. I/we acknowledge that the Responsible Entity, at its sole discretion, reserves

the right not to issue Units in accordance with any application or to allot fewer Units than subscribed for.

9 DECLARATIONS AND SIGNATURES

Adviser email address

Name of firm

Adviser name

Adviser stamp

Joint Applicants

Please cross the appropriate box to indicate how you wish to issue written instructions to us in relation to your investment. If you do not cross any box we will assume that all applicants must sign all written instructions. All joint Unitholders will be registered as joint tenants.

Any to sign

All to sign

Company Applicants

This form is to be executed under seal or by two directors or a director and secretary. If the officers signing this form are authorised to transact without common seal, please select from the following options. Please note that either one or both of the applicants signing this form must sign all written instructions. If you do not complete this section, all future written instructions regarding your investment must be executed under common seal.

Any one officer to sign

All directors to sign

Other (please specify):

6 OPERATING INSTRUCTIONS

CommonSeal

Adviser phone number

Adviser Australian Financial Services Licence (AFSL) number

79

If a company officer, you must specify your corporate title

Authorisation of Applicant A or Company Officer

SIGN HERE DATE

Director Secretary

Authorisation of Applicant B or Company Officer

SIGN HERE

If a company officer, you must specify your corporate title

Director Secretary

DATE

h) the Responsible Entity is required to comply with the anti- money laundering laws in force in a number of jurisdictions (including the Financial Transactions Reports Act 1988 (Cth) and I/we must provide the Responsible Entity with such additional information or documentation as the Responsible Entity may request of me/us from

time to time to ensure its compliance with such requirements. Should I/we fail to provide the Responsible Entity with any such information or

documentation as the Responsible Entity may request of me/us, my/our application for Units may be refused, any Units I/we hold may be compulsorily redeemed, and any disposal request by me/us may be delayed or refused and the Responsible Entity will not be

liable for any loss arising as a result thereof;

i) I/we acknowledge that MICAP will pay the Placement Incentive to my/our broker, financial adviser or sales agent or to the Responsible

Entity (where no broker or financial adviser has been involved) and I understand that MICAP will be paid a Placement Incentive fee in

consideration for payment of the Placement Incentive as set out in Section 5 of this PDS.

j) I/We understand that I/we will not receive any interest earned on my/our Application Amount, and that all such interest earned will accrue to the Trust and will then be paid to the Responsible Entity as part of the Responsible Entity’s right to be reimbursed for offer establishment costs, as detailed in Section 6 of the PDS.

k) I/we acknowledge that: Investments in the Trust are not deposits with, or other liabilities of, Macquarie Bank Limited ABN 46 008 583 542 or of any entity in the Macquarie Bank Group, and are subject to investment risk, including possible delays in repayment and loss of income and capital invested. Neither Macquarie, the Responsible Entity nor any member company of the Macquarie Bank Group guarantees any particular rate of return on, or the performance of, the Trust or the Reference Portfolio, nor do they guarantee repayment of capital from the Trust. Macquarie provides capital protection to the Responsible Entity for the benefit of the Trust as at the Capital Protection Date on the terms and conditions of the Exposure Agreement.

Further, I/we hereby authorise the Responsible Entity to complete any blanks and make any amendments or additions with respect to any part of this Application Form on my/our behalf.

80

CHECKLIST

PART 1 Applicant details

PART 2 Application Amount

PART 3 Payment method

PART 4 Distribution Reinvestment Facility

PART 5 Bank account details for direct credit of distributions and redemptions

PART 6 Operating instructions

PART 7 Adviser details

PART 8 Privacy

PART 9 Declarations and signatures

Please ensure you have read and completed all sections.

Cross out and initial changes made to the form. DO NOT use correction fluid to amend.

Send your completed Application Form together with either a cheque or details of your direct debit authority to:

Macquarie Equinox Service CentreGPO Box 3423Sydney NSW 2001

Telephone: 1800 025 513 or (02) 8232 1181

Product Disclosure StatementARSN 113 966 500

MACQUARIE EQUINOX 6 TRUSTAN ISSUE OF INTERESTS IN A REGISTEREDMANAGED INVESTMENT SCHEME

EQUINOX 6For further information please contact:

1800 025 513

02 8232 6838

[email protected]

macquarie.com.au/equinox

OFD 6151 05/05