SVA SOCIAL IMPACT FUND

INFORMATION MEMORANDUM
FOR THE SVA SOCIAL IMPACT FUND
4 APRIL 2012
IMPORTANT NOTICES
Purpose of Information Memorandum
This document has been prepared solely
in connection with the offer of Units
in the SVA Social Impact Fund (Fund)
described herein. It has been prepared
on a confidential basis for distribution
only to persons who qualify as “wholesale
clients” as defined in section 761G
of the Corporations Act 2001 (Cth)
(Corporations Act). The offer of Units
in the Fund is set out entirely in this
Information Memorandum (Information
Memorandum) and applications for Units
will only be offered to persons receiving
this Information Memorandum in
Australia, or other jurisdictions only where
it is lawful to do so.
As the Fund is not required to be registered
under the Corporations Act this Information
Memorandum is not required to and does not
include all the information that would be required
in a product disclosure statement, and an Investor
is not provided with the protections afforded to an
investor in a managed investment scheme that has
been registered under the Corporations Act.
Responsibility for Information
The Fund is a managed investment scheme
which is not registered with the Australian
Securities and Investment Commission (ASIC)
and this Information Memorandum has not been
lodged with ASIC. The investment manager and
administrator of the Fund will be Social Ventures
Australia Limited (ACN 100 487 572) (SVA) who is a
corporate authorised representative of Third Link
Investment Managers Pty Limited (ABN 31 128 965
702 AFSL 321611) (Third Link). This Information
Memorandum dated 4 April 2012 has been issued
by SVA.
To the fullest extent permitted by law neither the
Trustee, SVA, Third Link nor any of their respective
related entities, associates, officers, employees or
agents, provides or accepts any representations
or warranties, express or implied, as to or assumes
any responsibility or liability for the authenticity,
origin, validity, accuracy or completeness of, or any
errors or omissions in, any information, statement
or opinion contained in this document or in any
accompanying, previous or subsequent material
or presentation in relation to this Information
Memorandum or the Fund. To the maximum extent
permitted by law, the Trustee, SVA, Third Link and
B | SVA SOCIAL IMPACT FUND
any of their respective related entities, associates,
officers, employees or agents disclaims all and any
responsibility or liability for any loss or damage
which may be suffered by any person relying upon
any information contained in, or any omissions
from, this document.
If information in this Information Memorandum
changes, and it is not a material change, we may
update the information by posting the updated
information on our website www.socialventures.
com.au or an Investor can also obtain this
information by calling SVA on +612 8004 6700.
Reliance on Information Memorandum
The information contained in this Information
Memorandum has been furnished by the Trustee,
SVA and Third Link, but no assurance is given by
the Trustee, SVA and Third Link or anyone else
named in or associated with the issue of this
Information Memorandum as to the accuracy or
completeness of this information. The information
contained in this Information Memorandum is
general information only and does not take into
account your objectives, financial situation or
needs. Prospective Investors should read this
Information Memorandum in its entirety and
before acting on the information contained in this
Information Memorandum and should consider
the appropriateness of the information in this
Information Memorandum having regard to their
objectives, financial situation and needs. Where
appropriate, prospective Investors should seek
independent professional advice.
Neither the Trustee, SVA, Third Link nor any of their
respective related entities, associates, officers,
employees or agents guarantees the performance
of the Fund, the rate of income, the return of capital
to the Investors, any particular rate of return or any
taxation consequences of any investment made in
the Fund. The Trustee, SVA, Third Link or any related
party, officer, director or associate will not provide
any liquidity or secondary market support for
dealing in Units of the Fund.
DEEWR is not responsible for the issue of
this Information Memorandum and takes no
responsibility for and does not guarantee the
performance of the Fund, the rate of income, the
return of capital to the Investors, any particular
rate of return or any taxation consequences of any
investment made in the Fund.
The Information Memorandum should be read
in conjunction with the Fund’s Constitution
which is available from SVA. To the extent of any
ISSUE NUMBER 1 | 4 APRIL 2010
2012
inconsistency between this Information Memorandum
and the Constitution the provisions of the Constitution CONTENTS
will prevail.

This document does not constitute an offer or Letter from the Chief Executive Officer 2
invitation in any place where, or to any person whom, it
1. Key Terms 3
would be unlawful to make such an offer of invitation.
No action has been taken to register or qualify the units 2. Indicative Dates 5
or the offer or otherwise to permit a public offering
3. Investment Overview 6
of the units in any jurisdiction. The distribution of this
document in jurisdictions outside of Australia may be 4. Overview of Social Ventures Australia 7
restricted by the laws of those jurisdictions. A failure
to comply with these restrictions may constitute a 5. Investment Strategy and Process 10
violation of the laws in those jurisdictions. The Trustee 6. Risks of Investing in the Fund 14
reserves the right to change or supplement the terms
and conditions in this document. 7. Grant 16

Confidential 8. Investing in the Fund 17

This Information Memorandum and all of the 9. Transfer of Units 18

information contained in it must not be disclosed to
10. Redemption of Units 18
any person or replicated in any form without the prior
written consent of SVA. 11. Distributions 19
Interpretation 12. Valuations 19
All references to dollars are in Australian dollars.
13. Fees and Other Costs 19
Capitalised terms in this Information Memorandum
are defined terms and they are listed in the ‘Glossary’ 14. Taxation Issues 21
section on page 27 or defined elsewhere in the
15. Other Important Information 24
Information Memorandum. Days are calendar days
unless otherwise specified as Business Days. 16. Glossary 27
References to the “our”, “us” or “we” throughout this Application Form
Information Memorandum are references to Social
for Units in the SVA Social Impact Fund 29 -34
Ventures Australia ACN 100 487 572 in its capacity as
the Manager of the Fund. Corporate Directory Inside back cover

ISSUE NUMBER 1 | 4 APRIL 2012 SVA SOCIAL IMPACT FUND | 1

 4 April 2012

Dear Investors,

On behalf of SVA, it is my pleasure to invite you to become an investor in the SVA

Social Impact Fund (“the Fund”). SVA’s vision for the Fund is that it will act as a
catalyst for the development of the social finance market in Australia, a market
which will meet the needs of investors seeking opportunities that achieve both a
social purpose and a financial return.

The Fund aims to improve both economic and social inclusion for Australian
communities with entrenched disadvantage, while increasing the range of
financing options available to Australian social enterprises, and ultimately
M ichael T raill decreasing their reliance on grant funding. Social enterprises are essentially
businesses trading for a social purpose, and although the sector is still
developing, it is recognised around the world as an innovative and sustainable
model for achieving long-lasting social impact.

Australian social enterprises want to increase their activities, improve

performance and scale and achieve long-term financial sustainability. However,
they are currently restricted by an absence of a suitable capital market willing to
provide investment to achieve social impact. As social enterprises serve a dual
purpose, blending commercial focus with social purpose, government subsidies
and philanthropic donations remain inadequate and are often not appropriate
for the growth and scale of these social enterprises. Further, current commercial
finance models premised purely on financial return, are also not suitable.

SVA has a vision to develop funds in the broader social finance sector, funds that
provide both social and financial returns. SVA sees the SVA Social Impact Fund
as a crucial step in the implementation of this vision and already has a strong
pipeline of identified investment opportunities.

SVA’s long term vision is that the Fund will provide an evidence base and
enable key learning that will inform the development of future funds, building
confidence in the social finance market to ‘crowd-in’ new investors. The Fund
will also encourage and nurture collaborations between social finance investors,
Governments and other stakeholders, to create a more sustainable marketplace
for social impact investments across Australia.

This Information Memorandum contains details of the offer and provides an

overview of the Fund’s terms and objectives. Please read it carefully before
deciding whether to invest in the offer.

Yours faithfully,

Michael Traill
CEO, Social Ventures Australia

2 | SVA SOCIAL IMPACT FUND ISSUE NUMBER 1 | 4 APRIL 2012

1. KEY TERMS
Important Note: The table below provides a summary only of the key terms of the Fund. You should read this Information
Memorandum in full prior to making a decision to invest in the Fund.

Key Term Description

Fund SVA Social Impact Fund

Fund structure Australian domiciled, unregistered managed investment scheme.

Investment Manager and Social Ventures Australia Limited (ACN 100 487 572) (SVA). SVA is a corporate authorised
Administrator representative of Third Link Investment Managers Pty Limited (ACN 128 965 702, AFSL 321611)
(Third Link).

Trustee and Custodian The Trust Company (Australia) Limited (ACN 000 000 993, AFSL 235145) (Trustee)

Fund Auditor Ernst & Young

Investment Objective The Fund aims to achieve attractive investment returns whilst making a meaningful social impact,
through providing financing to Australian social enterprises. These social enterprises are focused
on positive social change including improving education, employment and life outcomes for
disadvantaged members of the community.

Grant Subject to the preparation and execution of the Funding Agreement, the Department of Education
Employment and Workplace Relations, on behalf of the Commonwealth Government of Australia
(DEEWR), will settle on the Trustee the Grant of $4 million as trust capital of the Fund pursuant to
a Deed of Settlement and in connection with the Social Enterprise Development and Investment
Funds (SEDIF) grants program in support of social enterprise development.

Signing of the Funding Agreement is a condition precedent to receipt of the Grant and the
establishment of the Fund. In the event that the Funding Agreement is not signed, DEEWR will not
make the Grant and any money received by the Trustee or SVA on behalf of Investors (including any
interest on the refunded amount) will be refunded.

The Grant is expected to be subject to a number of terms and conditions which are described in
more detail in Section 7. The Grant funds are primarily to be used to meet all costs of the Fund
including but not limited to management and trustee fees, capacity building grants, as well as any
losses or asset impairment suffered by the Fund. Importantly, at no time will the Grant form part of
the asset base for the purposes of calculating the NAV.

Target Returns The Fund aims to generate an internal rate of return (IRR) of 9 - 13%, whilst also making a
meaningful social impact in disadvantaged communities.

Portfolio Construction Investments will range from $150,000 to $1 million. SVA intends to cap any single investment at
15% of the FUM at the time of making the investment, subject to SVA’s discretion to exceed the
cap in limited circumstances.

Broadly, the Fund intends to invest in a portfolio indicatively broken down as follows:

• 60% loans, for an expected term of 5-7 years at target rates of 8-10% p.a.;

• 20% subordinated debt in companies limited by guarantee, at target rates of 10-14% p.a.; and

• 20% equity (either preferred or ordinary share capital) in suitable private companies,
with target IRRs of 12-18%

Eligible Investors Wholesale clients as defined in section 761G of the Corporations Act.

Initial Offer Period 4 April 2012 to 21 May 2012, or such dates as SVA and the Trustee may determine.

Initial Offer Price $1.00 per Unit

Minimum Initial Subscription $50,000

Additional Subscriptions After the close of the initial offer period, prospective and existing Investors may subscribe for
additional Units on a quarterly basis on each Subscription Date.

Additional Subscription Price Units issued after the initial offer period will be issued at the NAV per Unit as at the
Subscription Date.

ISSUE NUMBER 1 | 4 APRIL 2012 SVA SOCIAL IMPACT FUND | 3

1. KEY TERMS continued

Key Term Description

Minimum Additional Subscription $20,000

Minimum Aggregate Fund The Fund will not launch until it receives aggregate Subscriptions of at least $4 million
Subscriptions

Distributions The Trustee and SVA intend to make annual distributions of profit, including capital gains. No
capital distributions will be made until after the fifth anniversary from the Commencement Date.

Investor Reporting Semi-annual fund performance report concerning fund investments.

Detailed annual performance and social impact report concerning fund investments.

Audited annual accounts within 120 days of Financial Year end.

Annual regulatory reporting (such as income tax and distribution statements).

First Reporting Period The first semi-annual fund report will cover the period from the Commencement Date until
31 December 2012.

The first annual reporting period for the audited accounts, regulatory reporting and detailed
annual report, will cover the period from the Commencement Date until 30 June 2013.

Fees & Expenses (excluding GST)

Trustee Fee $35,000 p.a. payable quarterly in arrears (indexed at CPI).

Management Fee $250,000 p.a. payable quarterly in arrears (indexed at CPI), subject to a cap at 5%p.a. (excl GST) of
FUM. The Management Fee will be used to cover Fund Expenses.

Entry Fee The Trustee waives its entitlement to an entry fee under the Constitution until such further notice.

Redemption Fee The Trustee waives its entitlement to a redemption fee under the Constitution until further notice.

Impact Reporting Fees ●● $10,000 p.a. (excl GST) for the first two years from the Commencement Date, and

●● $5,000 p.a. (excl GST) thereafter,

payable to SVA from the assets of the Fund to cover the cost of social return on investment
reporting.

Fund Expenses Fund Expenses will be paid by SVA out of its Management Fee except that:

(a) for the first three years from the Commencement Date only, to the extent that the amount of
Fund Expenses in respect of a Financial Year exceeds the amount of the Management Fee up to
a cap of 1% p.a. (excl GST) of FUM. SVA will be reimbursed such an amount from the assets of
the Fund; and

(b) notwithstanding (a), initial establishment costs, which we expect to be approximately $75,000
(excl GST), will be recovered from the assets of the Fund on the Commencement Date.

Abnormal Expenses
Abnormal Expenses are those expenses which are not ordinarily incurred, or expected to be
incurred, during the usual operation of the Fund (such as costs of holding extraordinary Investor
meetings, changes to law (including tax and stamp duty), changes to the Constitution, and
defending or pursuing legal proceedings). Abnormal Expenses will be recovered from the assets of
the Fund. Fund Expenses are not Abnormal Expenses.

Transfers Investors may transfer their Units with the prior consent of the Trustee, such consent not to be
unreasonably withheld.

Redemptions Subject to SVA and the Trustee’s absolute discretion, Investors will not be permitted to redeem
some or all of the Investor’s Units until after the fifth anniversary of the Commencement Date.
Thereafter, SVA and the Trustee intends to allow annual redemptions subject to a discretionary cap
on total redemptions, in respect of each Redemption Date, of 15% of NAV as at the Redemption
Date (or such other percentage as SVA and the Trustee may determine) and subject to the liquidity
of the Fund’s assets.

Key Risks Details concerning key risks are set out in the ‘Risk of Investing in the Fund’ section on page 14.

4 | SVA SOCIAL IMPACT FUND ISSUE NUMBER 1 | 4 APRIL 2012

2. INDICATIVE DATES
Fund Launch

Initial offer open 4 April 2012

Initial applications and application monies received 18 May 2012

Initial offer close 21 May 2012

Initial allotment 21 May 2012

Despatch of first Semi-Annual Fund Report 31 March 2013 (for the period ending 31 December 2012)

Despatch of first Investment Report & Audited 30 September 2013 (for the period ending 30 June 2013)
Accounts

Post Financial Close

Additional applications and allotments Anticipated quarterly subscriptions.

Redemptions Anticipated annual redemptions from the fifth anniversary following the
Commencement Date subject to a discretionary cap of 15% p.a. of NAV and
liquidity of Fund assets.

Distributions Anticipated annual distributions of profit, including capital gains.

ISSUE NUMBER 1 | 4 APRIL 2012 SVA SOCIAL IMPACT FUND | 5

3. INVESTMENT OVERVIEW
3.1 Fund Objective
The Fund objective is to achieve attractive investment
returns whilst making a meaningful social impact,
through providing financing to Australian social
enterprises. The Fund will also seek to achieve the
objectives of the Commonwealth’s SEDIF program.
These objectives are as follows
In the short term:
●● Provide a catalyst for market development;
●● Test capacity for and existing barriers to social
impact investment and access to capital for social time. The Trust Company (Australia) Limited is the
enterprise;
●● Capacity building for social enterprise; and
●● Target investment in priority areas for impact.
In the longer term:
●● Support development of infrastructure to build
market place for social investment;
●● Support innovative product development; and
●● Attract longer term investment in priority areas
for impact.
3.2 Fund Overview
The SVA Social Impact Fund is an unregistered
managed investment scheme. It will invest in
positive social change predominantly through
social enterprises seeking to improve employment,
education and life outcomes for disadvantaged
communities throughout Australia. The Fund will
provide financing to Australian social enterprises
that may not otherwise have access to capital and
that require funding to grow their impact and
build their sustainability.
3.3 Grant
Following the preparation and execution of the
Funding Agreement, DEEWR will settle on the Fund
the Grant as trust capital of the Fund in support of
Australian social enterprise development. The Grant
is primarily to be used to meet all costs of the Fund
including but not limited to management and trustee
fees, capacity building grants, as well as any losses
or asset impairment suffered by the Fund.
Investors should note that until the Funding
Agreement has been prepared and executed by all
parties, DEEWR is under no obligation to make the
Grant or pay the Grant monies. However, the payment
of the Grant monies is a condition precedent to
the establishment of the Fund and if the Funding
Agreement is not executed, any money received
by the Trustee on behalf of Investors (including any
interest on the refunded amount) will be refunded.
6 | SVA SOCIAL IMPACT FUND
The Grant is expected to be subject to a number of
terms and conditions. More information about the
purpose and the proposed terms of the Grant is
set out in Section 7.
3.4 Fund Structure
The Fund is an Australian domiciled, unit trust and
a managed investment scheme that will not be
registered with ASIC under the Corporations Act.
The Fund will be established by the constitution
of the Fund which may be amended from time to
trustee and custodian for the Fund and SVA will
be the investment manager and administrator
of the Fund.
3.5 Investment Objective
Social enterprises are businesses that trade for
a social purpose, typically having the following
characteristics:
●● explicit social aims;
●● commercial orientation;
●● social ownership;
●● social accountability;
●● socially entrepreneurial drive;
●● use of profits for community benefit; and
●● socially inclusive values base.
Social enterprises provide a range of solutions
to deeply entrenched social or environmental
issues, ranging from new approaches to delivering
public services, to advancements in technology,
to financial inclusion, to child care, to community
recycling etc.
SVA intends to use the Grant along with matched
investor funding, to launch the Fund to offer
Investors the opportunity to achieve potentially
attractive investment returns whilst making a
meaningful social impact in the following social
enterprise transactions, including:
●● Loans to suitable social enterprises for an
expected term of 5 -7 years at reasonable rates
and terms (at an interest rate of 8 -10% p.a.);
●● Subordinated debt in companies limited by
guarantee (with an expected return of 10 -14%
p.a.); and
●● Equity (either preferred or ordinary share
capital) in suitable private companies (with
expected IRRs of 12 -18%).
ISSUE NUMBER 1 | 4 APRIL 2012
4. OVERVIEW OF SOCIAL VENTURES AUSTRALIA
4.1 Details about SVA
SVA was established by The Benevolent Society, The
Smith Family, WorkVentures and AMP Foundation
in 2002 as an independent non-profit organisation
to invest in social change by helping to increase the
impact and build the sustainability of social sector
participants. SVA brings 10 years experience of
investing, supporting, as well as offering consulting
services to some of Australia’s most promising and
innovative social ventures. SVA’s investments are
focused on high potential organisations that are
fostering solutions to some of the most pressing
challenges facing our Australian communities and
provide funding and strategic support to carefully
selected non-profit partners.
SVA has been pioneering work in Australia to
support the development of social enterprises.
With an increasing focus on social enterprise from
government, the commercial sector and the non-
profit sector, SVA’s work is targeted at developing
the sector in Australia. SVA employs 46 full time
equivalents, located in Sydney (headquarters),
Melbourne, Brisbane and Canberra.
The investment team at SVA is comprised
of professionals from the non-profit sector
complemented by highly experienced staff
from the corporate world who have previously
operated as accountants, lawyers, investment
bankers, consultants, marketing experts and
business managers. SVA believe they have a strong
competitive advantage over other fund managers
in this space via:
●● Experience with Social Enterprises: SVA
has over a decade of experience of providing
investment and support to Australian social
enterprises in disadvantaged areas and clearly
understands the investment needs of social
enterprises. SVA will work with its existing
networks in these communities, referrals from
local employment coordinators with whom SVA
has established relationships and the Fund’s
Development Partners to ensure investment is
targeted at priority areas of impact.
Development Partners in the sector include:
Brotherhood of St Laurence, Mission Australia,
The Benevolent Society, Indigenous Business
Australia, Reconciliation Australia, The Australian
Community Foundation, Social Traders, Social
Firms Australia, Job Futures, Jobs Australia,
The Difference Incubator (Donkey Wheel
House), The Centre for Social Impact and the
School for Social Entrepreneurs. SVA is also a
ISSUE NUMBER 1 | 4 APRIL 2012
member of the Social Innovation, Enterprise and
Entrepreneurship Alliance (SIEE Alliance), which
has a working group on social finance, headed by
Social Traders and Foresters Community Finance.
●● Experience in Social Finance: SVA will draw
upon its proven track record of innovative
financial products for investors, as seen through
loans to Fair Business, North Queensland
Green Solutions and Bonsai Social Firm and
the sub-ordinated debt program raised as
part of the GoodStart syndicate. In 2009, SVA
played a pivotal role in orchestrating the
GoodStart syndicate comprising four non-
profit organisations – SVA, Mission Australia,
Benevolent Society and Brotherhood of St
Laurence. Through the development of a new
social capital model, the syndicate was able
to raise funds to successfully bid for 650 ABC
Learning Centres and is now running these
centres with business disciplines for social
purpose. The GoodStart transaction has to date
been the largest social finance deal completed
in Australia.
●● Strong Pipeline of Investments: The Fund’s
investment pipeline will be maintained and
developed through SVA’s close links to the Fund’s
Development Partners and sector alliances such
as the SIEE Alliance.
●● Focus on Investor Relations: Through SVA’s
investor relations, Social Finance and Consulting
teams, Australian Philanthropic Services and
Third Link Investment Managers Pty Limited,
SVA has experience in developing and nurturing
the social investment market in Australia and
encouraging philanthropists to give more and
invest strategically.
●● Commitment to Innovation: SVA will seek
to link the Fund’s investment experience with
international learning as they develop over time.
The Fund’s Reference Committee, which brings
together the Development Partners, Government
representatives and other key Investors in the
Fund on an annual basis, will act as a forum for
discussion on any lessons learnt from the Fund to
date and other innovations in the Australian and
international social finance sector.
The following case study has been included in this
Information Memorandum for illustrative purposes
only. It is not a current investment of the Fund nor is
it intended to suggest that the Fund will enter into
such an investment in the future on the same terms.
SVA SOCIAL IMPACT FUND | 7
4. OVERVIEW OF SOCIAL VENTURES AUSTRALIA continued

Case study – SVA’s role in GoodStart

SVA’s role in the transaction of the ABC Learning Centres was two-fold:

(a) developed and delivered the GoodStart capital structure and

aligned capital providers; and

(b) convener, facilitator, driver of the syndicate and the acquisition,

and key capital raiser – SVA negotiated for and on behalf of the
syndicate, acted as an intermediary, sourced capital and expertise
from SVA’s philanthropic network and sourced advisory input.

The capital structure of the acquisition resembled that of a private

equity transaction and the mix and sources of capital was pioneering
for the non-profit sector in Australia. The funding package included
senior debt financing from the National Australia Bank as well as
$45million of subordinated funding (including $15 million medium-
term loan from DEEWR).

The $30million of the $45 million of subordinated debt represented

social investment funds raised from private investors and
philanthropists in the form of 12% coupon yielding subordinated
notes demonstrating SVA’s strong links to investors prepared to invest
in enterprises and accept reasonable commercial returns below
conventional market returns, provided there is clear evidence of
social impact. The innovative structure and the size of the transaction
solidified SVA’s position as a market leader.

8 | SVA SOCIAL IMPACT FUND ISSUE NUMBER 1 | 4 APRIL 2012

4. OVERVIEW OF SOCIAL VENTURES AUSTRALIA continued
4.2 Key SVA Personnel
The key SVA personnel who will be involved
with the Fund are the members of the SVA Social
Impact Fund Investment Committee (Investment
Committee) and the Portfolio Manager.
(a) The Investment Committee
The Investment Committee will make all
investment decisions. Members include Michael
Traill (CEO), Ian Learmonth (Executive Director,
Social Finance), Kevin Robbie (Executive Director,
Employment) and two independent members.
All investment approvals will be reported to the
Fund Manager and the Trustee. The Investment
Committee has the primary approval discretion
over each investment made by the Fund. Further
information on the role of the Investment
Committee is set out at Section 5.3.
A brief biography of the current members of the
committee is set out below.
Michael Traill – CEO, Social Ventures Australia
Michael joined SVA as founding CEO in 2002
after 15 years as a co-founder and Executive
Director of Macquarie Group’s private equity arm,
Macquarie Direct Investment. Michael is Vice Chair
of GoodStart Childcare Ltd, a Director of the Opera
Australia Capital Fund, Documentaries Australia
Foundation and the advisory board of MLC Private
Equity. He holds a BA (Hons) from Melbourne
University and an MBA from Harvard University.
Ian Learmonth – Executive Director, Social Finance
Ian joined SVA in 2011 to lead the Social Finance
initiative. Ian was formerly an Executive Director
of Macquarie Bank for 12 years and has over 20
years of investment banking experience in Sydney,
Hong Kong and London. He has been involved in
establishing and leading a number of businesses
in Asia & Europe including asset and structured
finance, UK retail funds, direct investment in carbon
and renewable energy (including wind and solar
projects) as well as providing corporate advice
in the renewable energy sector. Ian has degrees
in Law and Commerce from the University of
Queensland. Ian is a director of the Belvoir Theatre.
ISSUE NUMBER 1 | 4 APRIL 2012
Kevin Robbie – Executive Director, Victoria and
Employment Team
Kevin has been a Director with SVA for over three
years. Within SVA, Kevin is responsible for leading
SVA’s work around employment creation for people
excluded from the labour market. This includes
development of new social enterprise investment
funding models. Kevin has over 20 years
experience in the community sector in the UK,
including seven years as Chief Executive of Forth
Sector, one of Scotland’s leading social enterprises.
Kevin has experience in creating multi-stakeholder
partnerships across Europe. Prior to joining SVA,
Kevin was on secondment to the UK Government’s
Cabinet Office as an advisor on both social return
on investment and the role of social enterprise
in creating employment for those seriously
disadvantaged in the labour market.
(b) The Portfolio Manager
The Portfolio Manager is responsible for
administering the investment process including
making recommendations to the Investment
Committee, portfolio and industry monitoring
and ensuring compliance with mandates. The
Portfolio Manager is also responsible for constantly
monitoring macro and micro factors that may
impact specific investment risk. Additionally, the
Portfolio Manager is responsible for conducting
ongoing monitoring and regular asset and
portfolio scenario planning and stress testing to
identify Fund performance risks.
The Portfolio Manager of the Fund is Emily Martin,
who will report directly to Ian Learmonth. A brief
biography is set out below.
Emily Martin – Portfolio Manager, Social Finance
Emily joined SVA’s Social Finance team in 2012
specifically to work on the impact fund. She
brings with her experience in the Social Finance
market gained through her work on Social Benefit
Bond proposals within the Not-for-profit sector.
Prior to her work in Social Finance, Emily was a
Director and Portfolio Manager at Westpac Bank,
overseeing a structured credit portfolio. She has
over 10 years capital markets banking experience
gained in Sydney and London. During her time in
banking she has been involved in both investing
and structuring of debt and equity investments,
with a specific focus on structured credit products.
Emily has a Bachelor of Laws (First Class Honours)
and a Bachelor of Business from the University of
Technology Sydney, and is a CFA charterholder.
SVA SOCIAL IMPACT FUND | 9
5. INVESTMENT STRATEGY AND PROCESS
5.1 The Investments
The Fund aims to achieve attractive investment
returns whilst making a meaningful social impact,
through providing financing to Australian social
enterprises. The Fund will target social enterprises
focused on improving education, employment and
life outcomes for disadvantaged members of the
community. SVA’s previous experience of tailoring
social finance investment packages, suggest that
the funds invested will be best suited for social
enterprises that are at an early or growth stage in
their life cycle.
The Fund will provide financing to Australian social
enterprises that may not otherwise have access to
capital. Depending on the capacity of the social
enterprise to use growth capital, the Fund will
provide an innovative combination of
the following:
●● Loans – loans where the interest rate, principal
repayment terms and security requirements are
less stringent than commercial banking loan
arrangements. Loan facilities will be tailored
by SVA to the ability of the social enterprise to
meet the terms of the loan. The Fund will target
loans of 5 -7 years at 8 -10% p.a. It is expected
that approximately 60% of the Fund will be
invested in loans.
●● Subordinated debt – covering a range of
financial products including subordinated
debt and profit participating loans. The Fund
will target subordinated debt of seven years at
10 -14% p.a. It is expected that up to 20% of the
Fund will be invested in subordinated debt.
●● Equity investments – will be equity (ordinary or
preference share capital) issued by an Australian
social enterprise. The Fund will target equity
investments that can be realised within seven
years of investment with expected IRRs of 12-
18%. It is expected that up to 20% of the Fund
will be invested in equity.
The percentages noted above are indicative only
and are subject to change as determined by SVA.
The investments will be tailored to meet the needs
of the social enterprises and the economic and
social outcomes sought by the Fund. Any decisions
regarding security will be made by SVA taking into
account the size of the loan, the potential impact of
a default under the loan on the assets of the Fund
and the individual circumstances of the specific
social enterprise. SVA expect that most loans made
by the Fund will be unsecured, with security only
taken in limited circumstances.
10 | SVA SOCIAL IMPACT FUND
The average investment from the Fund is
expected to be $500,000 with a proposed range
of investments from $150,000 to $1,000,000.
SVA intends to restrict the value of individual
investments to a concentration limit of 15%
of FUM i.e. no one individual investment will
account for more than 15% of FUM at the time
the investment is made. However, in exceptional
circumstances, there may be the need for a larger
scale commitment outside of the proposed 15%
concentration limit.
During the investment process, due diligence
investigations, covering operational, credit,
legal and liquidity risk, will be assessed and
documented. Risk for each future investment
opportunity will be aggregated across the Fund’s
portfolio and assessed on a whole of portfolio
basis.
5.2 The Investment Pipeline
Australia wide Pipeline
SVA has experience in identifying, supporting and
investing into organisations across Australia and
will not be limited by office location. Similarly, both
SVA Consulting and SVA’s network of consultants
(for example organisations such as Matrix on
Board or independent consultants) ensure that
applications for funding and capacity building
can be nationwide.
Identifying Investment Ready Social Enterprises
The Fund will build on SVA’s experience in
connecting with and facilitating the development
of the social enterprise sector in Australia through
its Social Enterprise Hubs and more recently
through Government contracts including the Jobs
Fund, three projects funded by the Queensland
Government and a new project in Western Australia
due to be launched in April 2012. SVA will work
closely with the Fund’s Development Partners
who, as experts in the social enterprise sector,
will provide a pipeline of social enterprises they
have identified as investment ready as at the
Commencement Date. The Fund will be promoted
to other sector development partners involved in
the SIEE Alliance (such as Social Traders) and it is
envisaged that some of the investments for the
Fund will also come through this source.
The case studies opposite have been included
in this Information Memorandum for illustrative
purposes only. They are not current investments
of the Fund, nor is it intended to suggest that the
Fund will enter into such investments in the future
on the same terms.
ISSUE NUMBER 1 | 4 APRIL 2012
5. INVESTMENT STRATEGY AND PROCESS continued
Case Study of an equity investment – STREAT
STREAT is a Melbourne based social enterprise providing a supported pathway
to employment for homeless and disadvantaged youth. Its innovative model
uses food and coffee carts to take youths off the street, providing them
with traineeships that help them develop work and life skills. SVA has been
working with STREAT around a possible equity investment to assist STREAT
with their replication and growth plans. STREAT, a non-profit organisation
with DGR status, is planning to establish a propriety limited company as a
subsidiary, to attract equity investors. Social investors would buy shares in
this new company, STREAT Enterprises Pty Ltd, while STREAT would retain
up to 50 per cent of the ownership. A separate board would be established
to oversee the company. STREAT will match all investor commitments with
the same value in the form of operational knowledge and support. STREAT is
forecasting anticipated returns to shareholders of up to 12%p.a.
Case Study – North Yarra Community Health
North Yarra Community Health (NYCH), a community healthcare organisation
located in the inner Melbourne suburbs of Collingwood, Carlton and Fitzroy,
has developed a new business opportunity to provide private GP services
in the area as a means of generating profits to fund NYCH’s social mission
in community healthcare work. NYCH took part in Social Traders’ Crunch
Program in 2010-2011 where it received capacity building support in
developing its business plan. NYCH was also matched with business mentors
who offered business and financial advice through the planning stage. As
a graduate of the Crunch Program with a solid business plan, Social Traders’
introduced NYCH to SVA’s Social Finance team in July 2011 for potential
investment. SVA has since conducted due diligence on NYCH and NYCH
has proposed a social finance package of investment.
ISSUE NUMBER 1 | 4 APRIL 2012
Capacity Building – helping enterprises
become investment ready
SVA has extensive experience with over 50 social
enterprises in assisting in financial and strategic
planning, business structuring and resourcing
through partnerships between government,
philanthropists and the community sector. This
form of support is known as capacity building.
A number of SVA’s Development Partners who
specialise in working with early stage social
enterprises also provide forms of capacity building
in order to support the growth of social enterprises
in Australia.
In a select number of cases (with a maximum
amount of $50,000 per annum) SVA may elect
to make a contribution of up to $25,000 to
new or existing social enterprises as a capacity
building grant to assist the enterprise to become
‘investment ready’. The exact amount of funding
will be based on the needs of the project. The
grant will be given for a specific activity or piece
of work that will have been identified during
the due diligence process for investments. For
example, grants may be provided for helping an
organisation to better articulate and track their
social impact, establish better financial planning or
a fundraising or operational strategy. All decisions
around a capacity building grant will be made by a
member of the Investment Committee, based on a
recommendation from the Portfolio Manager.
Receipt of a capacity building grant should be
distinguished from an investment by the Fund.
Social enterprises that receive capacity building
grants must still complete the formal approval
process before having loan or equity funding
approved, including approval by the Investment
Committee. The process is set out in further detail
in Section 5.3 below.
5.3 The Investment Process
The investment process outlined below is currently
used by SVA and is designed to thoroughly test the
social enterprise’s ability to take on an investment
package from the Fund.
Investment Criteria
Throughout the investment process, SVA intends
to examine the social enterprises against key
investment criteria, including:
SVA SOCIAL IMPACT FUND | 11
5. INVESTMENT STRATEGY AND PROCESS continued

Investment Criteria Description

Australian-based ●● Being based in Australia or affecting change in Australia
Leadership and governance ●● The leadership, governance and team behind the business
Suitability assessment ●● The compatibility of the investment with the Fund’s overall strategy
●●  arket research (i.e. the need for the business, its potential for social
M
impact and their competition)
●● Analysis of the predicted outcomes of investment
Organisational Readiness ●● Operating plan and comprehensive strategic/business plan
●● Existence of processes and support services such as finance,
marketing and communications, and human resources
Financials ●● Financial projections
●● Preparation of a financial model and financial evaluation of the
project’s expected returns, including an analysis of expected cash
flows, as well as an assessment of the project’s anticipated timing.
Risk Analysis ●● Identification and analysis of the potential risks associated with the
investment opportunities including development, finance and
project risks

Investment Process
The investment process outlined below is currently
used by SVA and is designed to test the social
enterprise’s ability to take on an investment
package:
1 2
Asset Due
Origination Diligence
Investment
Committee
4
Ongoing 3 may involve external experts at different stages.
Portfolio Investment
Management Decision
Step 1 Asset Origination
All social enterprises will be required to complete
an online Expression of Interest (EOI) form as the
first step in applying for funding. An application fee
of $1,000 will be applicable to all social enterprises
that pass the initial screening of the EOI and are
subjected to detailed due diligence. The timing of
the fee will be clearly explained to all enterprises
from the beginning to make sure that only those
serious about funding apply. In a select number of
cases SVA may grant a capacity building bursary to
cover this fee if the social enterprise in question is
proposing to replicate a proven social enterprise
model but is at early stages of growth at the time
of applying for investment). Applicant social
enterprises will be assessed according to the above
investment criteria to maintain consistency with
the fund’s overall strategy.
SVA will encourage applications from social
enterprises known to it via its existing investment
pipeline (set out in further detail at 5.2) and will
also receive applications from the Fund webpage.
Step 2 Due Diligence Process
An SVA manager will carry out due diligence
investigations on each potential enterprise,
examining their business plan and financials, as
well as meeting with the social entrepreneur,
and reviewing the enterprise’s Board and
governance structure. The due diligence process
Each applicant social enterprise will be invited
to pitch to the Fund’s Commerce Panel made up
of independent business experts and pro bono
supporters. The panel will serve an advisory
function, recommending areas for improvement
in order to get the organisation investment ready.
The Commerce Panel does not have the authority
to make investment decisions, all investment
decisions will be made by the Investment
Committee.
During the due diligence process, an investment
package for each applicant social enterprise will be
specifically designed and tailored to their needs,
based on the predicted impact of the investment,
the confidence in the entrepreneur and any other
issues arising from the due diligence process and
risk analysis. Where needed, assistance in the
documentation of investments will be provided by
pro bono supporters.

12 | SVA SOCIAL IMPACT FUND ISSUE NUMBER 1 | 4 APRIL 2012

5. INVESTMENT STRATEGY AND PROCESS continued
Step 3 Investment Decision
As set out in further detail at Section 4.2(a), the
Investment Committee will consist of Michael
Traill, Kevin Robbie and Ian Learmonth, and two
independent members. The Investment Committee
will make all final investment decisions on behalf
of the Fund.
The Investment Committee will make its decision
based on the applicant social enterprise’s business
plan and financials, the proposed capital structure
and a recommendation form (including full due
diligence analysis), which will be completed by
the Portfolio Manager. Decisions will be made by
consensus.
Step 4 Ongoing Portfolio Management
SVA has developed a portfolio management
strategy for both social enterprises and Investors
that will be applied to the Fund. SVA will utilise
existing infrastructure and systems in place to
5.4 SVA Social Impact Fund
The Fund is a unit trust and a managed investment
scheme that will not be registered with ASIC under
the Corporations Act. The Fund is domiciled in
Australia and proposes to issue a single class of
Units. Investors may only invest by submitting
an original Application Form (attached to this
Information Memorandum) subscribing for Units.
The Fund structure is shown in this diagram.
5.5 Trustee and Custodian
The Trust Company (Australia) Limited will act
as trustee and custodian for the Fund. The Trust
Company (Australia) Limited is a wholly owned
subsidiary of The Trust Company Limited. The
Trust Company Limited began in 1885 as “The
Union Trustees, Executors and Administrators
Company Limited”. The main purposes for trading
were to act as a trustworthy agent to hold and
manage businesses and financial assets for families
travelling back to England for long periods and to
take on the role of executor/administrator of
a deceased estate.
The company has since grown and amalgamated
with other prominent trustee companies to
become one of the largest trustee companies
ISSUE NUMBER 1 | 4 APRIL 2012
manage investments and to monitor the Fund
against key performance indicators. Each social
enterprise will be allocated an SVA manager, who
will work closely with the organisation through
the period of, and following, investment. Social
enterprises in the portfolio will be expected
to report to the SVA manager against key
performance outcomes, such reports to be made
available to the Portfolio Manager.
The Portfolio Manager will conduct portfolio and
industry monitoring to ensure compliance with
the investment criteria. The Portfolio Manager will
constantly monitor macro and micro factors that
may impact specific investment risk. Additionally,
the Portfolio Manager will conduct ongoing
monitoring of the social enterprises (aided by
regular reports from the SVA managers), along with
regular asset and portfolio scenario planning and
stress testing to identify Fund performance risks.
The Trust
Company
(Australia) Ltd
(Trustee)
Social
Trust Deed Governed by investors
Fund Trust Deed (Unit holders)
Management
Agreement
SVA
(Fund Manager) SVA Social Impact Fund
(Unit Trust)
Relevant funding Fund
Agreement DEEWR
documentation (Grant funder)
Social enterprises
(investee)
in Australia and New Zealand with the same
intention, to act as a trustworthy agent. In 2011,
The Trust Company Limited acquired New Zealand
Guardian Trust Ltd, which added further reach
and scale to the business as well as supporting
its clearly defined strategic goal to become the
leading trustee within the Asia Pacific region.
The Trust Company Limited have also had an
office in Singapore since 2006 which has made an
increasing contribution to the group over the past
two years.
Services provided by The Trust Company Limited
include wills and estate planning, financial
planning, power of attorney services, funds
management and setting up tax-effective
charitable trusts which support the community.
SVA SOCIAL IMPACT FUND | 13
5. INVESTMENT STRATEGY AND PROCESS continued
It also act as a responsible entity, wholesale
trustee, trustee for structured finance products,
superannuation trustee and undertake property
and mortgage custody services.
The Trust Company Limited is a publicly listed
company with offices in Australia, Singapore and
New Zealand with a current market capitalisation
of around $160 million.
6. RISKS OF INVESTING IN THE FUND
All investments involve some degree of risk. An
investment in the Fund will involve a number of
risks that may impact on the income generated and
value of the Fund and its investments. This Section
outlines key risks that could affect the performance
of the Fund (however, please note that these risks
may not be an exhaustive list). Many of these risks
are outside of the control of the Trustee and SVA,
however appropriate mitigation measures will
be applied where possible.
6.1 Risk of revocation of Grant
There is a risk that SVA or the Trustee breaches the
terms of the Funding Agreement and DEEWR will
be entitled to revoke the Grant. SVA will attempt to
mitigate this risk by creating a number of checks
and balances to ensure that it carries out its role as
expected under the Funding Agreement. There will
also be regular meetings with DEEWR to ensure any
deviations from DEEWR expectations are addressed
at an early stage.
6.2 Liquidity risks
An investment in the Fund will be illiquid and
there is no established secondary market in which
to sell Units. Investors will be reliant on principal
repayments from the underlying Fund investments
for redemption of their units. Principal repayments
from the underlying Fund investments will not be
distributed to Investors until at least five years from
the Commencement Date and subject to a cap on
total redemptions in respect of each Redemption
Date of 15% of the NAV of the Fund as at the
Redemption Date and the liquidity of the assets
of the Fund.
6.3 Target fund return
Neither SVA, the Trustee, nor any other person
guarantees that the Target Fund Return will
be achieved from all or any of the Fund assets.
14 | SVA SOCIAL IMPACT FUND
Its funds under management for corporate clients
is currently around $140 billion and for personal
clients is over $3 billion. As the only trustee
licensed to provide corporate trustee services in
Australia, New Zealand and Singapore, its clients
benefit from the experience, ingenuity and
genuine local knowledge of our dedicated teams.
Prospective Investors are advised to review the
description of the Fund’s target investments and
the other disclosure in this document to determine
their own view on the future performance of the
Fund. The value of an investment in the Fund may
go up or down.
6.4 Investment risk
The Fund will be investing in social financial
products made available to Australian social
enterprises. The social finance market is an
emerging market and there is little historical data
available to assess the risk of the financial products
and social enterprises. Due to the untested nature
of the market there is the risk that Investors may
lose their entire investment and receive no return
of either capital or income. SVA’s experience in
working with Australian social enterprises, and
stringent due diligence of the social enterprises
in which the Fund invests, will assist in mitigating
this risk.
6.5 Tax risk
The tax treatment and tax risk of an investment in
the Fund is discussed in ‘Taxation issues’ in Section
14. Tax laws are subject to continuous change,
which can operate retroactively and may or may
not have an adverse impact on Investors.
We recommend that Investors seek independent
tax advice on the tax treatment of their investment.
6.6 Due diligence risk
There exists a risk that material items that
could affect the performance of individual
investments of the Fund may not be identified
during the investment process and due diligence
investigations. SVA will attempt to manage this risk
through the use of a due diligence checklist which
will be applied to all investments.
ISSUE NUMBER 1 | 4 APRIL 2012
6. RISKS OF INVESTING IN THE FUND continued

6.7 Dependence on key personnel 6.12 Entity risk

The performance of the Fund is reliant on a number When a security in a company or other entity is
of key personnel employed by SVA and SVA’s ability purchased, an Investor is exposed to many of the
to attract and retain quality staff. The loss of staff risks to which the individual company or other
members could potentially have an adverse impact entity is itself exposed. These risks may impact the
on the Fund’s performance. SVA will attempt to value of a security in the company. They include
manage this risk by involving a number of senior such factors as changes in management, actions of
and experienced people in the management of the competitors and regulators. SVA will endeavour to
Fund. Furthermore, SVA has a strong track record of manage this risk through a thorough due diligence
recruiting a high calibre of candidates over the last of each investment, including meetings with senior
10 years. managers and analysis of market conditions and
competitors.
6.8 Sourcing suitable investment
opportunities 6.13 Fund risk
The Fund’s performance may be limited by SVA’s Fund risk refers to specific risks associated with the
ability to source suitable investment opportunities. Fund, such as termination and changes to fees and
expenses. Your investment in the Fund is governed
Sourcing suitable investments may be difficult
by the terms of the constitution for the Fund, as
due to the emerging nature of the social finance
amended from time to time. There is also a risk that
market, which may make it difficult to acquire
investing in the Fund may give different results
quality investment opportunities within the forecast
from holding the underlying assets of the Fund
timeframe or for the prices anticipated in line with
directly because of income or capital gains accrued
this strategy. This could have a negative impact on
in the Fund at the time of investing, and the impact
the Fund’s performance and result in Investors being
of investments into and withdrawals out of the
more greatly exposed to the underperformance
Fund by other Investors. SVA aims to manage
of any of the individual Fund investments. SVA will
these risks by monitoring the Fund and acting in
endeavour to limit such risk through a multi-faceted
Investors’ best interests.
approach to the investment pipeline, including
analysis of SVA’s existing venture partners, discussions 6.14 Regulatory risk
with Development Partners and providing
The risk that the value or tax treatment of an
information about the Fund on SVA’s website.
investment in the Fund or its underlying assets,
6.9 Operating expenses or the effectiveness of the Fund’s investment
strategy may be adversely affected by changes
The Fund’s expenses might be greater than
in government (including taxation) policies,
anticipated, adversely impacting the net income
regulations and laws, or changes in generally
of the Fund. This may be caused by higher than
accepted accounting policies or valuation methods.
expected rates of inflation, unforeseen expenses
The regulatory environment for funds is evolving
and other factors.
and, subject to change, which may adversely affect
6.10 Manager risk the ability of the Fund to pursue its investment
strategies.
By investing in the Fund, Investors delegate their
control over operations and investment decisions 6.15 Other risks
to SVA. The success of the Fund depends largely
The risks listed are not exhaustive, however,
on SVA’s performance and the performance of its
they are the most material risks that relate to the
external service providers.
Fund. The above and other risks may impact the
6.11 Credit risk future performance of the Fund and the value of
the Units. There is no guarantee as to the future
There is a risk that one of the Australian social
performance of the Fund in terms of distributions,
enterprises in which the Fund has invested will
capital appreciation or return of capital.
default on its obligations due to insolvency or
financial distress, resulting in an adverse effect on
the value of the Fund’s investments and hence
the NAV per Unit. SVA will attempt to manage this
risk through a thorough due diligence of each
investment.

ISSUE NUMBER 1 | 4 APRIL 2012 SVA SOCIAL IMPACT FUND | 15

7. GRANT
7.1 The Funding Agreement
The Funding Agreement refers to the agreement to
be entered into on or prior to the Commencement
Date between DEEWR, the Trustee and SVA in
relation to the payment of the Grant. DEEWR and
SVA are in the process of preparing the Funding
Agreement, the material terms of which have been
agreed, however the parties have not yet finalised
this agreement.
Execution of the Funding Agreement is a condition
precedent to receipt of the Grant and the
establishment of the Fund. In the event that the
Funding Agreement is not executed, DEEWR will
not make the Grant and any money received by
the Trustee on behalf of investors (including any
interest on the refunded amount) will be refunded.
7.2 Settlement of Grant
Following the signing of the Funding Agreement,
DEEWR on behalf of the Commonwealth
Government of Australia (Government) will settle
funds for the amount of $4 million (Grant) on the
Trustee as trust capital of the Fund pursuant to a
Deed of Settlement and in connection with the
SEDIF grants program.
7.3 Purpose of the Grant
The SEDIF grants program has both short and long
term objectives, which are described in Section 3.1.
DEEWR has assessed the objectives of the Fund
and considers that these are consistent with the
objectives of the SEDIF grants program.
The Grant will be applied to the payment of fees
and expenses of the Fund, capacity building grants,
and asset losses and impairments. The amount of
the Grant (as reduced over time by fund expenses,
capacity building grants and asset losses and
impairments) will be deducted from the asset base.
At no time will the Grant form part of the asset base
for calculation of the NAV.
7.4 Revocation of Grant
DEEWR, the Trustee and SVA intend to enter into a
Funding Agreement prior to the Commencement
Date of the Fund. This agreement will contain the
conditions precedent and conditions subsequent
of the settlement of the Grant as well as the
situations whereby DEEWR is entitled to revoke
the Grant and require the return of such amounts
(Events of Default).
16 | SVA SOCIAL IMPACT FUND
These Events of Default are expected to include :
●● Failure by the Trustee to operate the Fund in
accordance with the Constitution in a material
respect;
●● Failure to operate the Fund in accordance
with SVA’s business plan, this Information
Memorandum and the SEDIF objectives;
●● Encumbering the Fund’s assets for purposes other
than in respect of the Fund;
●● A material change to the Constitution without
DEEWR’s consent;
●● The Trustee ceasing to hold the necessary
authorisations to operate the Fund or an
insolvency event in respect of the Trustee occurs
and a replacement trustee approved by DEEWR
not being appointed within a reasonable time; or
●● The winding up of the Fund during the term of
the Funding Agreement
The Funding Agreement will be effective for an initial
term of three years from the Commencement Date.
However, after three years from the Commencement
Date, most of the conditions imposed on the Trustee
and SVA will cease to apply except that it will still be
a requirement that:
●● Redemptions are not permitted until after the
fifth anniversary of the Commencement Date; and
●● In the calculation of the NAV, the amount of the
Grant (as reduced over time by Fund expenses,
capacity building grants, and asset losses and
impairments) will be deducted from the asset
base.
The breach of these remaining conditions will be
considered an Event of Default under the Funding
Agreement. Accordingly, if these conditions were
breached, DEEWR would be entitled to revoke its
Grant. On the occurrence of such an event, the
relevant amount of the Grant to be returned to
DEEWR will be reduced by all expenses of the Fund
including appropriately incurred management fees
as well as all losses suffered or expected on loans,
subordinated debt or equity investments.
The process for the handling of the return of the
funds (including the management of the assets
during the recovery period) will be agreed at the
time of the relevant breach.
To the extent that an Event of Default occurs and the
Grant is revoked, Investors will be entitled to return
of their capital in priority to the return of the Grant
to DEEWR.
ISSUE NUMBER 1 | 4 APRIL 2012
7. GRANT continued

7.5 Winding up of the Fund Fund, capacity building grants and payment of
the Trustee fee, Management Fee and Abnormal
If the term of the Funding Agreement has expired
Expenses, then a condition of the Grant funding
and the Fund is to be wound up (other than as a
will be that any such amount must be paid by
result of an Event of Default under the Funding
the Trustee directly to SVA and not distributed to
Agreement) at a time when the amount of the
Unitholders. This money must then be applied
Grant held by the Fund has not been reduced to
by SVA for a purpose which is consistent with the
nil through losses on investments made by the
objectives of the SEDIF grants program.

8. INVESTING IN THE FUND

8.1 Investor Eligibility
An offer to invest in the Fund is made only to
wholesale clients (as defined in section 761G of the
Corporations Act).
8.2 Initial subscriptions and applications
The minimum initial investment is $50,000. Units
issued in connection to the initial offer period, will be
issued at the initial offer price of $1 per Unit.
Additional investments will be deemed to have
been made on the terms of the then current
Information Memorandum.
All additional applications will only be accepted
if received by at least 3:00pm (Sydney time), two
Business Days prior to the Subscription Date
together with cleared application monies, which
may be made in accordance with the ‘Payment
options’ below.

An application for Units in respect of the initial offer
period must be made on an original Application
Form attached to this Information Memorandum.
New applications must also provide supporting
identification documents as part of the requirements
of AML/CTF identification/verification.
The Trustee will not accept applications received by
facsimile without prior agreement and unless it is
satisfied with all details disclosed in the Application
Form and associated client identification documents
have been received. The Trustee may in its discretion
accept or reject an application.

All initial applications will only be accepted if 8.4 Anti-Money Laundering and Counter
received by at least 3:00 pm (Sydney time) on Terrorism Financing
18 May 2012 or such later date as SVA advises
Prospective investors must provide certain
together with cleared application monies, which may
information as required by the Trustee as part of
be made in accordance with the ‘Payment options’
the Fund’s client identification documents under
below. The Trustee will not accept initial applications
the Anti-Money Laundering and Counter Terrorism
received by facsimile without prior agreement.
Financing regime (AML/CTF Law). A prospective
The Trustee may in its discretion accept or reject investor’s interest in Units cannot be registered
an application. If accepted, Units will generally be without having provided this information.
issued on the immediately following Business Day
The Trustee and SVA may provide to the Australian
after the close of the initial offer.
Taxation Office, or any other government
8.3 Additional subscriptions and department or agency, information regarding
applications prospective investors, investments, income, or any
other information requested by those organisations.
After the close of the initial offer period, prospective
and existing Investors may subscribe for additional See the ‘AML/CTF acknowledgement’ section on
Units on the last Business Day of each Calendar page 26 for further detail.
Quarter or on such other dates as SVA and the
Trustee may determine in its absolute discretion
(Subscription Date). The minimum additional
investment is $20,000. Units will be issued at the NAV
per Unit determined on the date of issue (or such
other date as SVA and the Trustee determines in its
absolute discretion). The NAV will be calculated in
accordance with the Constitution (see Section 12).

ISSUE NUMBER 1 | 4 APRIL 2012 SVA SOCIAL IMPACT FUND | 17

8. INVESTING IN THE FUND continued
8.5 Payment options
There are two options for payment:
1. Cheque payments
Cheques should be crossed ‘Not negotiable’ and
made payable to:
The Trust Company (Australia) Limited
as trustee for SVA Social Impact Fund
and mailed to:
Social Ventures Australia Limited
Suite 1, Level 6
6 -10 O’Connell Street
Sydney NSW 2000
9. TRANSFER OF UNITS
Investors will not be permitted to transfer Units
except with the trustee’s prior consent, such
consent not to be unreasonably withheld. If a
transfer is permitted, a transferee does not become
10. REDEMPTION OF UNITS
10.1 Redemptions
Subject to SVA and the Trustee’s absolute
discretion, Investors will not be permitted to
redeem some or all of their Units until after the
fifth anniversary of the Commencement Date.
Thereafter, SVA and the Trustee intends to allow
annual redemptions on such date as SVA and the
Trustee determine in their absolute discretion
(Redemption Date) subject to:
●● The Trustee’s right, at its discretion, to cap total
redemptions in respect of each Redemption
Date at 15% of NAV as at the Redemption Date
(or such other percentage as the Trustee may
determine); and
●● The liquidity of the Fund’s assets as at the
Redemption Date.
●● Further, the Trustee retains the discretion to
suspend redemptions and to compulsorily
redeem Units in accordance with the
Constitution.
10.2 Redemption process
Redemption requests must be received at least
60 Business Days before the relevant Redemption
Date (or such lesser period as the Trustee may
allow) otherwise the request will be held over for
consideration for the following Redemption Date.
18 | SVA SOCIAL IMPACT FUND
2. Direct Deposit
If you wish to make an investment by direct
deposit, please contact SVA for further details.
Where funds are electronically transferred or
deposited directly to the bank account, details of
the deposit should accompany the Application
Form. The Trustee will accept notice of electronic
transfer of funds as if deposited and cleared.
Physical cash will not be accepted at any time.
a Unit Holder until the transfer has been entered in
the register of Unit Holders. However, prospective
investors should note that there is unlikely to be a
secondary market in Units.
10.3 Payment of redemption proceeds
Payment of redemption proceeds will generally
be made within 60 days of the Redemption Date.
A redemption request is irrevocable once made
(other than with the Trustee’s consent).
Redemptions will be paid in accordance with the
Constitution and the redemption proceeds will
be based on the NAV of the Fund as at the close
of market on the Redemption Date following the
receipt of the redemption request, divided by the
number of Units on issue as at that time and date.
Redemption proceeds will consist of an amount
representing the Redemption Price plus an amount
representing distributable income. Investors will
be advised of the breakdown of such amounts at
a later date.
10.4 Deferred redemptions
If redemption requests received by the Trustee in
respect of a Redemption Date exceed 15% of the
NAV of the Fund as at the Redemption Date, the
Trustee and SVA may, at their absolute discretion,
scale down redemption requests for each redeeming
Investor on a pro-rata basis. Unsatisfied redemption
requests as a consequence of this scaling down will
be deferred to the next Redemption Date without
priority over subsequent redemption requests.
ISSUE NUMBER 1 | 4 APRIL 2012
10. REDEMPTION OF UNITS continued
11. DISTRIBUTIONS
Due to the nature of investment returns, annual
distributions may comprise income and/or capital.
SVA and the Trustee intends to make annual
distributions to Investors commencing one year
after the establishment of the Fund. SVA and the
Trustee may in their discretion set distribution
periods of different durations. SVA and the Trustee
intends to make distribution payments shortly
after the end of the relevant distribution period.
Investors will receive distributions (if made) of their
share (based on their proportionate holding of
Units at the end of the distribution period) of any
income and/or return of capital.
12. VALUATIONS
The NAV of the Fund will be calculated in
accordance with the Constitution at 5:00pm
(Sydney time) on the last Business Day of each
Financial Year, or such other times and dates as
SVA and the Trustee may determine in their
absolute discretion.
13. FEES AND OTHER COSTS
This document shows fees and other costs that you
may be charged for the Fund. These fees and costs
may be deducted from your principal investment,
from the returns on your investment or from Fund
assets as a whole.
Tax details are set out in the ‘Taxation issues’ section
on page 21 of this Information Memorandum.
You should read all the information about fees and
costs, because it is important to understand their
impact on your investment.
13.1 Trustee Fee
The Trustee will charge a trustee and custodial fee for
providing its services as trustee and custodian for the
Fund (Trustee Fee). The Trustee Fee will be $35,000
p.a. (excl GST) , accrued daily and payable in arrears
on the last Business Day of each quarter. The Trustee
Fee is payable out of the assets of the Fund and will
be increased annually by the percentage increase in
the Consumer Price Index released by the Australian
Bureau of Statistics for the year ending 31 March.
13.2 Management Fee
This is a fee collected by SVA for its services as
investment manager in overseeing the operations
of the Fund and/or for providing access to a Fund’s
underlying investments.
ISSUE NUMBER 1 | 4 APRIL 2012
The calculation of an Investor’s income distribution
in respect of a distribution period is generally as
follows:
A is the number of Units held by
the Investor at the end of the
AxC
distribution period;
B
B is the number of Units held by
all Investors at the end of the
distribution period; and
C is the distributable income for the
distribution period.
Unitholders should note that at no time will the
Grant monies be included in the asset base for the
purposes of calculating the NAV. In calculating the
NAV, the amount of the Grant monies (as reduced
over time by Fund expenses, capacity building
grants and asset losses and impairments) will be
deducted from the asset base.
The Management Fee will be $250,000 p.a. (excl
GST), accrued daily and payable in arrears on the
last Business Day of each quarter. The Management
Fee is subject to a cap of 5%p.a. (excl GST) of the
FUM of the Fund.
The Management Fee is payable out of the assets
of the Fund and will be increased annually by the
percentage increase in the Consumer Price Index
released by the Australian Bureau of Statistics for
the year ending 31 March.
13.3 Entry Fee
The Trustee is entitled under the Constitution to
charge an entry fee of up to 1% (excl GST) of the
consideration in respect of an application for Units
which has been accepted. However, currently the
Trustee waives its entitlement to an entry fee until
further notice.
13.4 Redemption Fee
The Trustee is entitled under the Constitution to
charge a redemption fee of up to 1% (excl GST) of
the redemption proceeds of Units which have been
redeemed in accordance with the Constitution.
However, currently the Trustee waives its
entitlement to a redemption fee until further notice.
SVA SOCIAL IMPACT FUND | 19
13. FEES AND OTHER COSTS continued
13.5 Impact Reporting Fee
A fee of $10,000 p.a. (excl GST) in the first two years
from the Commencement Date, and $5,000 p.a.
(excl GST) thereafter, will be payable to SVA from
the assets of the Fund to cover the cost of social
impact investment reporting.
13.6 Fund Expenses
All the Fund Expenses, being the usual costs of
the Fund including expenses associated with the
operation, administration and management of the
Fund and the Fund’s assets, the promotion of the
Fund, dealing in the Fund’s investments, insurance,
valuations, custody, the maintenance of the Fund’s
registers, the keeping of financial records, the
payment of the Fund’s advisers, communications
with Investors, complying with the law and
any request of relevant regulatory bodies and
authorities and the handling of complaints will be
paid by SVA out of its Management Fee except that:
(a) for the first three years from the
Commencement Date only, to the extent that
the amount of Fund Expenses in respect of
a Financial Year exceeds the amount of the
Management Fee up to a cap of 1% p.a. (excl
GST) of the FUM of the Fund, SVA will be
reimbursed such an amount from the assets of
the Fund; and
(b) notwithstanding 13.6(a), initial establishment
costs, which we expect to be approximately
$75,000 (excl GST), will be recovered from the
assets of the Fund on the Commencement
Date.
13.7 Abnormal Expenses
The Trustee may recover abnormal expenses
(such as costs of holding extraordinary Investor
meetings, changes in law (including tax and stamp
duty), changes to the Constitution, and defending
or pursuing legal proceedings) from the assets
of the Fund (Abnormal Expenses). Abnormal
Expenses are not ordinarily incurred, or expected to
be incurred, during the usual operation of the Fund
and are not necessarily incurred in any given year.
The management costs outlined above do not
include any Abnormal Expenses. Fund Expenses are
not Abnormal Expenses.
20 | SVA SOCIAL IMPACT FUND
13.8 Waiver
The Trustee may, in its absolute discretion, waive its
right to the fees it is entitled to receive under the
Constitution from time to time.
13.9 Changing the fees
The Trustee may change the amount of any fees
in this Information Memorandum (including
increase fees up to the maximums set out in the
Constitution) without your consent on 30 days’
advance notice to you. In accordance with the
Constitution and subject to law, the Trustee may
vary the amount of abnormal expense recoveries
and the buy/sell spread at any time without your
consent or notice.
The Trustee may introduce and increase fees at
its discretion, including where increased charges
are due to Government changes to legislation,
increased costs, significant changes to economic
conditions and/or the imposition of increased
processing charges by third parties.
However, the Trustee cannot charge more than the
maximum fees permitted under the Constitution.
13.10 Taxation
Tax details are set out in the ‘Taxation issues’ section
on page 21of this Information Memorandum.
13.11 GST
Unless stated otherwise, all fees and costs outlined
in this Information Memorandum are inclusive
of GST less any Reduced Input Tax Credit (RITC)
entitlement where applicable.
The following table summarises the GST treatment
of fees.
We note that the GST Regulations are proposed to
be amended from 1 July 2012 which, if enacted,
will have the effect of increasing some fees. This is
because, under the proposed changes and subject
to certain exceptions, “recognised trust schemes”
(which includes the Fund) will only be eligible for
a reduced input tax credit (RITC) of 55% of the GST
it pays on an acquisition rather than the prevailing
rate of 75%.
We note that the Entry Fee and the Redemption Fee
have not be included in the following table on the
basis that they are not intended to be charged. To
the extent that either or both of the Entry Fee and
the Redemption Fee is charged, GST may apply.
ISSUE NUMBER 1 | 4 APRIL 2012
13. FEES AND OTHER COSTS continued

Fee/Cost Amount (inc GST pre 1 July 2012)

Trustee Fee $35,875 being $35,000 plus GST amount $3,500 less RITC amount of
$2,625

Management Fee $256,250 pa being $250,000 plus GST amount of $25,000 less RITC
amount of $18,750

Impact Reporting Fee $10,000 plus GST amount of $1,000 less RITC amount of $750

$5,000 plus GST amount of $500 less RITC amount of $375

14. TAXATION ISSUES

The following is a general tax summary of the key
Australian income tax, stamp duty, and goods and
services tax (GST) implications of investing in the
Fund for individuals that are Australian resident
taxpayers.These individuals are assumed to hold
their Units in the Fund on capital account and to
be dealing at arm’s length.
The information in this summary is general in
nature. This information does not constitute legal
or tax advice and does not seek to address all of
the tax issues that may be relevant to a prospective
investor. Taxation issues are complex and
taxation laws, their interpretation and associated
administrative practices may change over the term
of an investment.
All references in this tax summary to legislative
provisions are to provisions of the Income Tax
Assessment Act 1936 and the Income Tax Assessment
Act 1997 (together, the ‘Tax Act’), unless otherwise
stated.
The tax treatment will vary according to individual
circumstances and prospective investors are
advised to seek their own independent tax advice
in respect of their proposed investment in the
Fund. All tax liabilities are, and will remain, the
responsibility of each Investor. The Trustee is not
responsible for any taxation or penalties incurred
by Investors in any circumstance.
The taxation summary is based on the Australian
taxation laws in force and the administrative
practices of the Australian Taxation Office (the
ATO) generally accepted as at the date of this IM.
Any of these may change in the future without
notice and legislation introduced to give effect
to announcements may contain provisions that
are currently not contemplated and may have
retroactive effect.
14.1 Tax treatment of the Fund
The Fund is an Australian resident trust for
Australian tax purposes. The Trustee intends to
limit the investment activities of the Fund to
ensure that it is treated as a ‘flow through’ entity
for the purposes of Australian tax, i.e. so that the
provisions in the Tax Act that tax certain trusts in a
manner similar to a company should not apply. The
Trustee, as responsible entity of the Fund, should
not be liable to tax on the Fund’s net (taxable)
income, on the basis that the Fund will have an
amount of distributable income each income
year that will be wholly distributed to Investors
each financial year. Instead, you (and each other
Investor) will be required to include your share of
the net (taxable) income of the Fund in your own
assessable income in the financial year to which
the distribution relates. This takes into account
income that has been reinvested, or for which
the entitlement has arisen but it has not yet been
distributed to you.
14.2 Net Income of the Fund
The net income of the Fund should take into
account the following amounts:
(a) interest received on the loans and subordinated
debt held by the Fund;
(b) Dividends (or dividend equivalent payments)
paid in respect of the equity investments of the
Fund, including any franking credits attached
to the dividends (or dividend equivalent
payments);
(c) Any loss on repayment of the loans and
subordinated debt held by the Fund (which
would be a loss of an income nature);
(d) Any gain or loss on any disposal of the loans
and subordinated debt held by the Fund (which
would be a gain or loss of an income nature);

ISSUE NUMBER 1 | 4 APRIL 2012 SVA SOCIAL IMPACT FUND | 21

14. TAXATION ISSUES continued

(e) Any “net capital gain” on repayment or disposal
of the loans, subordinated debt or equity
interests held by the Fund (note that the capital
gains tax cost base of the loans, subordinated
debt and equity investments may be reduced
to the extent that the Grant could be said to be
a recoupment of the cost base of those assets);
and
(f ) any expenses or fees that the Fund incurs
from time to time, including any interest on
borrowings by the Fund; and
For the purposes of calculating the net income
of the Fund, a 50% discount would be applied to
capital gains made on assets the Fund had held for
at least 12 months.
14.3 Tax treatment of Investors
The Constitution provides that Investors are
presently entitled to their proportionate share
of trust income. Investors will receive an annual
distribution statement which will identify the
components of their distributions.
As discussed above, for the purposes of calculating
the net income of the Fund, a 50% discount would
be applied to capital gains made on assets the
Fund had held for at least 12 months. Investors
would be required to gross up the capital gain
component of Fund distributions. An Investor
would then be able to apply its own capital
losses, if any, against the trust capital gains before
applying the relevant discount percentage if any,
which is also 50% for individuals and 331/3 for
complying superannuation funds, to any remaining
capital gains.
Distributions from the Fund may include non-
assessable amounts including a return of capital.
Such amounts are not taxable as income to the
Investors when distributed but rather will reduce
the cost base of the Units held in the Fund for the
purposes of determining a capital gains tax liability
on the disposal of the Units.
If the trust is in a tax loss or net capital loss position
for a financial year, this loss cannot be distributed
to you, i.e. used by you to offset other income.
However, such a loss may be able to be carried
forward and deducted against future income of
the Fund if, in the case of a tax loss, the Fund meets
certain requirements in relation to the continuity
of persons with an interest in the Fund.
14.4 CGT treatment
The cost base of your Units for CGT purposes will
include, among other things, the amount paid
to acquire the Units and any incidental costs. As
discussed above, where you receive a distribution
in excess of your share of the net income of the
Fund, the amount of the distribution not included
in your assessable income will reduce the cost base
in your Units. If Investors receive distributions of
non-assessable amounts that exceed their cost
base in their Units, they would make a capital gain
to the extent of the excess.
You may make a capital gain or capital loss when
you dispose of your Units. As a general rule, where
the proceeds on disposal of your Units are greater
than the cost base of those Units, you will make a
capital gain. The amount of proceeds on disposal
will depend on whether or not you withdraw from
the Fund and redeem your Units or whether you
dispose of your Units to a third party.
If you withdraw from the Fund and redeem
your Units, your total redemption proceeds may
comprise both a distribution of income from the
Fund and a payment for the redemption of your
Units. In these circumstances, only the component
relating to the payment for the redemption of Units
will be relevant in determining whether or not you
make a capital gain or loss.
Where you are able to assign or sell your Units to
a third party, the total sale proceeds you receive
for this assignment will be taken into account in
determining whether you make a capital gain or
capital loss.
Where CGT discount treatment applies, this means
that only half (if you are an individual (or trust) or
two thirds (if you are a complying superannuation
entity) of any capital gain on Units which are held
for more than twelve months will be included in
your assessable income.
If you make a capital loss on the disposal of your
Units, this loss will only be able to be offset against
capital gains you derive from other sources and not
against other ordinary income, like distributions
or wages. However, capital losses can be carried
forward and used to offset capital gains you may
make in later years.

An investment in Units in the Fund should

generally not be regarded as a financial
arrangement subject to the TOFA rules.

22 | SVA SOCIAL IMPACT FUND ISSUE NUMBER 1 | 4 APRIL 2012

14. TAXATION ISSUES continued

14.5 Tax file number 14.8 Tax Reform

If you do not provide a tax file number or claim
a valid exemption (or in certain circumstances
provide an Australian Business Number), the
Trustee will be required to deduct tax from your
distributions at the highest marginal tax rate
plus Medicare levy (currently 46.5%). Any tax file
number you provide will be reported to the ATO by
the Trustee in connection with your investment.
14.6 Stamp duty
On the basis that the assets of the Fund will not
comprise land or an interest in land (such as a
lease), you should not have to pay stamp duty in
any State or Territory other than New South Wales
upon the transfer, issue or redemption of Units.
The Australian Government has announced that
it is proposing to implement a new tax system for
managed investment trusts. The rules are intended
to provide greater certainty in relation to the tax
treatment of managed investment trusts, however,
no legislation has been introduced as at the date
of this Information Memorandum. On the basis of
current information, the rules would apply from
1 July 2013.

On the basis that the register on which the Units

will be kept will be located in New South Wales,
a transfer or an agreement to transfer your Units
will give rise to a liability for stamp duty in New
South Wales. Duty on the transfer or an agreement
to transfer your Units will be payable at the rate
of 0.6% of the greater of the sale price (if any) and
the value of the Units that you are transferring. The
purchaser will be the person liable to pay the duty.

Depending on the nature of the asset, stamp duty

may be payable on the acquisition of the assets
by the Fund. This will be a transaction cost for the
Fund which may affect the value of your Units.

14.7 GST
GST will not apply to the issue or redemption
of Units. GST may apply to the fees charged to
the Fund and some other expenses of the Fund
(including on the acquisition of certain types of
assets). The Fund may be entitled to a reduced
input tax credit equal to 75% of the GST paid in
respect of certain expenses. GST may also apply
to fees and commissions charged to you by your
financial adviser. You should obtain independent
advice as to whether any input tax credits are
available for any such GST, as it will depend on
your personal circumstances.

ISSUE NUMBER 1 | 4 APRIL 2012 SVA SOCIAL IMPACT FUND | 23

15. OTHER IMPORTANT INFORMATION
15.1 Keeping you informed
SVA will provide Investors with two reports each
year. Investors will receive a semi-annual Fund
Performance Update and an annual Investment
Report that will provide detailed accounts of the
social impact of the Fund, and the annual statutory
accounts. These are explored in more detail below.
Fund Performance Update
Produced on a semi-annual basis this report
will provide a brief update of the Fund’s overall
performance including current value of the Fund,
number of enterprises in the Fund portfolio and
total funds committed and invested.
Investment Report
Each Investor will also receive an annual
Investment Report which will provide a more
detailed report outlining overall progress of the
Fund including:
(a) Financial performance: current FUM of the
Fund, number of social enterprises in Fund
portfolio, total funds committed and invested
and statutory audited accounts.
(b) Social Impact: overall summary of social impact
of Fund based on targets including qualitative
and quantitative information (for example
number of jobs created and case studies of
social enterprises), percentage of enterprises
that are on track in delivery of social impact.
(c) Benchmarking of Fund performance: Fund
performance compared with suitable peers.
The first Fund Performance Update will cover the
period from the Commencement Date until
31 December 2012.
The first Investment Report will cover the period
from the Commencement Date until 30 June 2013.
For the avoidance of doubt, there will be no interim
version of these reports covering the period from
the Commencement Date until 30 June 2012.
Information will also be provided to Investors to
enable Investors to complete taxation returns.
15.2 Up-to-date information
Certain information in this Information
Memorandum may change from time to time. This
includes but is not limited to potential changes
which we have identified. Where we indicate to you
that we will give notice of such changes, or where
the updated information includes no materially
24 | SVA SOCIAL IMPACT FUND
adverse information, we will publish the updated
information on our website:
http://www.socialventures.com.au
A copy of the updated information will be available
free of charge upon request by contacting the
Trustee.
15.3 Our legal relationship with investors
The Corporations Act, general law and the
Constitution set out the rights and interests of the
Unitholders in the Fund as investors and also set
out the rights, duties and obligations of The Trust
Company (Australia) Limited as the Trustee of
the Fund.
15.4 Constitution
The Fund is governed by its Constitution. The main
provisions of the Constitution are summarised
below. The Constitution is legally binding between
the Trustee and each Unitholder. To the extent
of any inconsistency between this Information
Memorandum and the Constitution, the
provisions of the Constitution will prevail. Subject
to the Corporations Act, The Trust Company
(Australia) Limited, as the Trustee, may amend the
Constitution. A copy of the Constitution is available
for inspection free of charge at the offices of SVA
during normal business hours.
15.5 Rights and liabilities of Investors
Each Unit carries with it an equal beneficial interest
in a Fund as a whole but not in any particular asset
of that Fund. Fund income is only distributed to
registered Unitholders entitled to a distribution as
at the last Business Day of the distribution period.
Unitholders may not interfere with the Trustee’s
powers or exercise any rights in respect of any
investment of the Fund. Under the Constitution
and the Corporations Act unit holders may:
(a) transfer Units in a Fund;
(b) requisition, attend and vote at meetings of
a Fund;
(c) share in the income and capital distributions
of a Fund; and
(d) participate in the winding up of a Fund.
Generally, the Constitution limits an Investor’s
liability to the Trustee to the value of that
Unitholder’s investment in a Fund. However, no
absolute assurance can be given due to the fact
that this has not been tested in superior courts.
ISSUE NUMBER 1 | 4 APRIL 2012
15. OTHER IMPORTANT INFORMATION continued
15.6 Liability of The Trust Company
(Australia) Limited as the trustee
Subject to the Corporations Act, except in the case
of its own fraud, gross negligence, or wilful default,
the Trustee is not liable to any greater extent to
which it is entitled to be and is in fact indemnified
out of the Fund.
15.7 Retirement and removal of The Trust
Company (Australia) Limited as the trustee
The Trust Company (Australia) Limited may be
removed from a Fund in the circumstances set
out in the Constitution and the Corporations Act,
including where Unitholders pass an extraordinary
resolution to remove The Trust Company (Australia)
Limited as the Trustee. The Trust Company
(Australia) Limited may also retire voluntarily
and must call a meeting of Unitholders who may
choose a replacement by extraordinary resolution.
15.8 Termination of the Fund
The Trustee may terminate the Fund at any
time by giving notice to Unitholders or in the
circumstances provided in the Corporations Act,
including pursuant to an extraordinary resolution
passed by Unitholders. However, if the Fund
is terminated during the term of the Funding
Agreement, this will be an Event of Default under
the Funding Agreement, which will trigger DEEWR’s
right to revoke the Grant.
Where the Fund is terminated, the Trustee must
sell all the assets of the Fund and distribute the
net proceeds to Unitholders in proportion to the
number of Units held. For the avoidance of doubt,
any remaining Grant monies will not be distributed
to Unitholders. The Funding Agreement will require
that, provided the Fund is not being wound up due
to an Event of Default under (or in default of ) the
Funding Agreement, any remaining Grant monies
be paid to SVA, who will be obligated to utilise any
such money for a purpose which is consistent with
the SEDIF grants program.
ISSUE NUMBER 1 | 4 APRIL 2012
15.9 Dealing with complaints
The Fund has procedures in place for dealing with
complaints. The Complaints Officer for the Fund will
seek to acknowledge receipt of your complaint in
writing as soon as reasonably practicable and in any
event within 30 days from receipt, and address your
complaint within 60 days. Investors with enquiries
should contact the Complaints officer. Notification of
any complaint should be made in writing addressed
to:
Attn: Complaints Officer
Social Ventures Australia Limited
Suite 1 Level 6
6 -10 O’Connell Street
Sydney NSW 2000
15.10 Privacy
The Trustee, SVA and Third Link must comply with
the Privacy Act. This Act generally regulates the
collection, storage, quality, use and disclosure of
personal information. The Trustee, SVA and Third Link
may collect personal information from Investors to
provide its products and services. The Corporations
Act requires the Trustee, SVA and Third Link to
collect some personal information about you. In
most cases, Investors have rights to access their
personal information. The Trustee and SVA can use
your personal information to assess your application
for the investment product and, if you obtain the
product, to manage that product. The Trustee and
SVA may disclose information to related entities, and
anyone acting on the Trustee or SVA’s behalf such as
external service suppliers who supply administrative,
financial or other services to assist the Trustee and
SVA in providing financial services, anyone you have
authorised, or government departments or agencies.
If the Trustee or SVA are not able to collect all the
personal information they require, they may not be
able to assess your application for the investment
product or manage the product.
Please note that if you provide personal information
to the Trustee or SVA about another person, you
warrant that you are authorised by that person to
do so and that you have informed that person of the
information in this Privacy section.
Enquires regarding access to personal information
must be in writing and addressed to:
Attn: Privacy Officer
Social Ventures Australia Limited
Suite 1 Level 6
6 -10 O’Connell Street
Sydney NSW 2000
SVA SOCIAL IMPACT FUND | 25
15. OTHER IMPORTANT INFORMATION continued
15.11 Terms and conditions of
applications and redemptions
Units in the Fund will only be allocated following
receipt and acceptance by the Trustee of a
completed Application Form, accompanying this
Information Memorandum, plus any required
documentation. The Trustee has absolute discretion
to accept or reject any application. Please refer to
the ‘Investing in the Fund’ section on page 17 for
further information on applications. Please note
that the Trustee may require additional information
or documentation about the Investor(s) in addition
to those detailed in the Application Form before
accepting any applications.
Redemption requests will only be processed
following receipt and acceptance by the Trustee
of a properly authorised instruction. The Trustee
has absolute discretion to accept or reject any
redemption request. Please refer to ‘Redemption of
Units’ section on page 18 for further information.
26 | SVA SOCIAL IMPACT FUND
15.12 AML/CTF Acknowledgement
By applying to invest in the Fund you warrant that:
(a) You comply and will continue to comply with
applicable anti-money laundering (AML) and
counter-terrorism financing (CTF) laws and
regulations, including but not limited to the law
and regulations of Australia in force from time
to time (AML/CTF law).
(b) You are not aware and have no reason to
suspect that:
(i) The monies used to fund your investment in
a Fund have been or will be derived from or
related to any money laundering, terrorism
financing or similar activities illegal under
applicable laws or regulations or otherwise
prohibited under any international convention
or agreement (“illegal activity”); or
(ii) The proceeds of your investment in a Fund
will be used to finance any illegal activities.
(c) You will provide us with all additional
information and assistance that we may
request in order for us to comply with any
AML/CTF Law.
(d) You are not a ‘politically exposed’ person or
organisation for the purposes of any AML/CTF
Law.
(e) You acknowledge that the Trustee may, in its
sole and absolute discretion but otherwise
in accordance with the law, vary the terms of
this Information Memorandum or alter the
arrangements in respect of any Fund, where the
Trustee is required to do so due to changes in
AML/CTF Law.
By applying to invest in the Fund, you also
acknowledge that we may decide to delay or
refuse any request or transaction, including by
suspending the issue or withdrawal of Units in
a Fund, if we are concerned that the request or
transaction may breach any obligation of, or cause
us to commit or participate in an offence under any
AML/CTF Law, and we will incur no liability to you if
we do so. You further acknowledge that the Trustee
is under no obligation to inform you of its intention
to do any of the above, or the fact that is has done
any of the above, nor is the Trustee obliged to
provide you with its reasons for any such actions.
ISSUE NUMBER 1 | 4 APRIL 2012
16. GLOSSARY
Abnormal Expenses means out-of-pocket expenses incurred
by the Trustee (or SVA) in managing and administrating the
Fund which are not generally incurred in the usual operation of
the Fund and in any given year and excludes all Fund Expenses.
AML/CTF Law means the Anti-Money Laundering and Counter-
Terrorism Financing Act 2006 (Cth) as amended from time to time.
Application Form means an application form attached to this
Information Memorandum.
ASIC means the Australian Securities and Investments
Commission or if it ceases to exist, any regulatory body or
authority as then serves substantially the same objects.
AFSL means an Australian Financial Services Licence.
Business Day means any day excluding a Saturday or Sunday
on which banks are open for business in Sydney, Australia.
Calendar Quarter means 31 March, 30 June,
30 September and 31 December of each year.
Commencement Date means the date that the Fund is
established.
Constitution means the constitution of the Fund, as amended
or replaced from time to time.
Corporations Act means the Corporations Act 2001 (Cth), as
amended from time to time.
Custodian means The Trust Company (Australia) Limited
(ABN 000 000 993).
DEEWR means, unless otherwise specified as a specific state
or territory government body, the Department of Education
Employment & Workplace Relations on behalf of Commonwealth
Government of Australia.
Deed of Settlement means the deed poll executed by DEEWR.
Development Partners means currently those partners
indicated in Section 4.1.
Financial Year means, for the first Financial Year, the period
from the Commencement Date to the following 30 June and
thereafter the 12 month period ending on 30 June of each year.
FUM means funds under management which will consist of the
Grant and Investors funds.
Fund means the SVA Social Impact Fund.
Funding Agreement means the agreement to be entered into
on or prior to the Commencement Date between DEEWR, the
Trustee and SVA in relation to the payment of the Grant monies.
Fund Expenses means all usual costs of the Fund including
expenses associated with the operation, administration and
management of the Fund and the Fund’s assets, the promotion
of the Fund, dealing in the Fund’s investments, insurance,
valuations, custody, the maintenance of the Fund’s registers, the
keeping of financial records, the payment of the Fund’s advisers,
communications with Investors, complying with the law and any
request of relevant regulatory bodies and authorities and the
handling of complaints.
Grant means the amount of $4 million settled on the Trustee
as the trustee of the Fund as trust capital, pursuant to the Deed
of Settlement.
ISSUE NUMBER 1 | 4 APRIL 2012
GST means Goods and Services Tax. GST has the meaning given
in the GST Law.
GST Law has the meaning given in A New Tax System (Goods and
Services Tax) Act 1999 (Cth).
Information Memorandum means this Information
Memorandum dated 4 April 2012 as amended or replaced from
time to time.
Investor(s) or Unitholder(s) means a person name in the Fund’s
register of unitholders as a holder of Units.
Investment Committee means the SVA Social Impact Fund
Investment Committee currently consisting of the members
identified in Section 4.2(a).
Investment Manager means Social Ventures Australia Limited
(ACN 100 487 572) the investment manager of the Fund.
Investment Report means as defined in Section 15.1.
Management Fees has the same meaning as the fee described
in Section 13.2.
NAV or Net Asset Value means the total assets minus the
total liabilities of the Fund, Units or portfolio in question, as
determined in accordance with the Constitution.
NAV per Units means NAV of the Fund divided by the total
number of Units on issue as at the date of calculation.
Portfolio Manager means such portfolio manager appointed
by SVA from time to time, currently identified in Section 4.2(b).
Privacy Act means the Privacy Act 1988 (Cth) as amended from
time to time.
Redemption Date means the last Business Day of each Financial
Year and/or such other days as the Trustee may determine.
Redemption Price means the Unit price calculated in accordance
with the redemption price procedures set out in the Constitution.
RITC means a “reduced input tax credit” as defined in the A New
Tax System (Goods and Services Tax) Act 1999 (Cth) as amended
from time to time.
Subscription Date means the last Business Day of each Calendar
Quarter or such other dates as the Trustee may determine in its
absolute discretion that prospective Investors and Investors may
subscribe for additional Units following the close of the initial
offer period.
SIB means social impact bonds.
SIEE Alliance means Social Investment Enterprise and
Entrepreneurship Alliance.
SVA means Social Ventures Australia Limited
(ABN 94 100 487 572).
Target Fund Return means a targeted financial return of the
Fund.
Third Link means Third Link Investment Managers Pty Limited
(ABN 31 128 965 702, AFSL 321 611).
Trustee means The Trust Company (Australia) Limited
(ABN 000 000 993) the trustee of the Fund.
Units mean units of the Fund.
SVA SOCIAL IMPACT FUND | 27
APPLICATION FORM
FOR UNITS IN THE SVA SOCIAL IMPACT FUND

This is an application form for the SVA Social

Impact Fund (Fund) issued by The Trust Company
(Australia) Limited
(ACN 000 000 993, AFSL 235415).
This Application Form accompanies the
Information Memorandum dated 4 April 2012.
It is important that you read the Information
Memorandum in full and the acknowledgements
contained in this Application Form before applying
to participate in the Fund. The Trustee will
provide you with a paper copy of the Information
Memorandum including any supplemental
Information Memorandum and the Application
Form, on request without charge.
This Application Form may only be distributed
to persons who qualify as “wholesale clients” as
defined in section 761G of the Corporation Act 2001
(Cth).
Please complete all the sections indicated.
Individual, joint or sole trader –
must complete section A1, B, C, D, E and F
Partnership –
must complete A1, A4, B, C, D, E and F
Australian Company –
must complete A1 (Directors), A2, B, C, D, E and F
Trust with Individuals as Trustee –
must complete A1 (Trustees), A3, B, C, D, E and F
Trust / Super Fund with Corporate Trustee –
must complete A1 (Directors), A2 (Company),
A3, B, C, D, E and F
Other: Please contact SVA.

Applicants can only participate in the Fund on

receipt of:

●● this Application Form,

●● verification of the applicant’s identity, and
●● payment of the application monies in full.
This Application Form and application monies must
be received by SVA by 3:00 pm on 18 May 2012 or
such later date as SVA advises.

Note: Capitalised terms used in this Application

Form and not defined herein, shall have the
meaning given in the Information Memorandum.

28 | SVA SOCIAL IMPACT FUND ISSUE NUMBER 1 | 4 APRIL 2012

 APPLICATION FORM
SVA Social Impact Fund
Section A1 – Individuals / Sole Trader
(including individuals acting as trustee and corporate directors and partners)

Applicant 1 (Your name MUST match your ID exactly.)

All individuals must provide certified copies of photo identification, such as passports, driver’s licenses or
similar government issued photo ID.

Title: Given Names (in full): Surname:

Date of Birth (dd/mm/yyyy): Country of Citizenship:

Are you an Australian resident for tax purposes? l Yes l No

If no, please specify your country of tax residence:

Australian Tax File Number (TFN): OR

Exempt from quoting a TFN (Exemption details):

Residential Address:

City/Suburb/Town: State: Postcode: Country:

Email Address:

Telephone (home): Area code: Number:

Telephone (business hours): Area code: Number:

Mobile:

Fax: Area code: Number:

Applicant 2 (Your name MUST match your ID exactly.)

All individuals must provide certified copies of photo identification, such as passports, driver’s licenses or
similar government issued photo ID.

Title: Given Names (in full): Surname:

Date of Birth (dd/mm/yyyy): Country of Citizenship:

Are you an Australian resident for tax purposes? l Yes l No

If no, please specify your country of tax residence:

Australian Tax File Number (TFN): OR

Exempt from quoting a TFN (Exemption details):

Residential Address:

City/Suburb/Town: State: Postcode: Country:

Email Address:

Telephone (home): Area code: Number:

Telephone (business hours): Area code Number:

Mobile:

Fax: Area code: Number:

#

ISSUE NUMBER 1 | 4 APRIL 2012 SVA SOCIAL IMPACT FUND | 29

APPLICATION FORM continued

COMPLETE THIS PART IF INDIVIDUAL IS A SOLE TRADER

Full Business Name (if any) ABN: ABN:

Principal Place of Business (if any):

(PO Box is NOT acceptable)

City/Suburb/Town: State: Postcode: Country:

Email Address:

Telephone (home): Area code: Number:

Telephone (business hours): Area code: Number:

Mobile:

Fax: Area code: Number:

Section A2 – Australian Corporations & Corporate Trustees

Must provide a certified copy of an ASIC search on the company name or certificate of registration.

Full name of the company

as registered by ASIC: ABN:

Registered Office Address (PO Box is NOT acceptable):

City/Suburb/Town: State: Postcode: Country:

Principal Place of Business (if any):

(PO Box is NOT acceptable)

City/Suburb/Town: State: Postcode: Country:

Main Contact:

Email Address

Telephone (home): Area code: Number:

Fax: Area code: Number:

Company Type:

Name of Directors (in full): Note: Each director must also complete A1

Is the company an Australian resident for tax purposes? l Yes l No

If no, please specify your country of tax residence:

Australian Tax File Number (TFN): OR

Exempt from quoting a TFN (Exemption details):

!

30 | SVA SOCIAL IMPACT FUND ISSUE

ISSUE
NUMBER 4 1|
NUMBER |31 MARCH
4 APRIL 2012
2010
 APPLICATION FORM continued

Section A3 – Trusts or Super Fund

Must provide certified copy of the first few pages of the trust deed or ATO website extract or ATO communication.

Name of trust or fund:

Country of establishment:

Date of establishment: ABN:

Business name of the Trustee (if any):

NOTE: Individual trustees must complete A1; corporate trustees must complete A2.
Type of trust:

l Regulated trust (SMSF)

l Registered managed investment scheme
l
 Unregistered managed investment scheme with only wholesale clients which does not make
small-scale offerings under section
1012E of the Corporations Act 2001:

l Government superannuation fund:

l Other:
If other, please specify (e.g. family, unit, charitable, estate):

Are you an Australian resident for tax purposes? l Yes l No

If no, please specify the trust’s or fund’s country of tax residence:

Australian Tax File Number (TFN): OR

Exempt from quoting a TFN (Exemption details):

NOTE: Only the trustee(s) will be recognised as the Investor, however, we are required to record details of the individual beneficiary.

BENEFICIARY 1

Name: ABN (if applicable):

BENEFICIARY 2

Name: ABN (if applicable):

BENEFICIARY 3

Name: ABN (if applicable):

BENEFICIARY 4

Name: ABN (if applicable):

Section A4 – Partnerships

Must provide certified copy of the Partnership Agreement or ATO correspondence in the past 12 months or Certificate of Registration.

Full Name of the partnership:

Full Business Name of partnership registered in any State or Territory (if applicable):

Business of Partnership:

Country of Establishment: Date of Establishment:

Australian Tax File Number (TFN): OR

Exempt from quoting a TFN (Exemption details):

#

ISSUE NUMBER 1 | 4 APRIL 2012 SVA SOCIAL IMPACT FUND | 31

APPLICATION FORM continued

How many partners are there?:

Each partner’s details (in capitals):

Full Name: Partnership Share:

Full Residential Address:

Full Name: Partnership Share:

Full Residential Address:

Full Name: Partnership Share:

Full Residential Address:

Full Name: Partnership Share:

Full Residential Address:

NOTE: One partner MUST complete A1.

Section B – Contact Details

Please specify if contact details is different to those provided in Section A or if joint investors,
please indicate the preferred contact details:

Postal Address:

City/Suburb/Town: State: Postcode: Country:

Email Address:

Telephone (home): Area code: Number:

Telephone (business hours): Area code: Number:

Mobile:

Fax: Area code: Number:

Section C – Investment Details (must complete)

Total investment amount: $

Total no. of Units (at $1.00 per Unit): Units

For Australia applicants: Please tick the box below to advise how your payment will be made.

l Payment by cheque (Please complete Sections D)

l Electronic Funds Transfer (EFT) (Please complete Section D and provide a clear reference when EFT funds)
Section D – Bank Account Details

All applicants must complete this section by providing details of an Australian banking institution.
The nominated bank account must be in the name of the applicant.

Bank Name/Institution:

Branch name and address:

City/Suburb/Town: State: Postcode: Country:

BSB: Account Number:

Account Name:

Reference No. (if EFT):

When giving instructions to us about your investment please indicate who has authority to operate your account
(e.g. any one to sign / all to sign / other):
Please complete the signature page (Section F) of this Application Form.
!

32 | SVA SOCIAL IMPACT FUND ISSUE NUMBER 1 | 4 APRIL 2012

 APPLICATION FORM continued

Section E – Declarations & Signatures

By completing the Application Form you:
(a) declare that before executing this Application Form, you have fully read and understood the Information Memorandum, the
Constitution and this Application Form and have made your own independent investigation and appraisal of the taxation, legal,
economic and credit aspects associated with the investment, including seeking professional, taxation and legal advice as it
deems appropriate in respect of the Units before deciding whether to subscribe for Units pursuant to this Application Form;
(a) agree to be bound by the Constitution and the terms of the Information Memorandum;
(b) acknowledge that this Information Memorandum does not constitute an offer in any jurisdiction in which, or to any person of
whom, it would be unlawful to make the offer;
(c) represents and warrants that you are not prohibited by law from receiving the Information Memorandum or executing this
Application Form;
(d) declare that you are a “wholesale clients” for the purposes of section 761G of the Corporations Act;
(e) declare that you have power to make an investment in the Fund in accordance with the terms of the Information Memorandum,
the Constitution and this Application Form;
(f ) declare that you have full legal capacity to execute this Application Form and have taken all action that is necessary to authorise
the execution of this Application Form;
(g) if this Application Form is signed under power of attorney, the attorney declares that he or she has not received notice of
revocation of that power;
(h) in the case of joint applications, you each agree to hold the Units as joint tenants and acknowledge that, unless otherwise
stated, either Investor is able to operate the account;
(i) declare that, if investing as a trustee on behalf of a superannuation fund or trust, you are acting in accordance with your
designated powers and authority under the trust deed. In the case of superannuation funds, you also confirm that the funds are
complying funds under the Superannuation Industry (Supervision) Act;
(j) declare that if investing as a trustee on behalf of a self managed superannuation fund (SMSF) that an investment under the Fund
is an appropriate investment for your SMSF;
(k) declare that, if you are investing as a company or incorporated association, you confirm that you are an officer of the company
or incorporated association and that you have the authority to bind the company or incorporated association to the investment;
(l) acknowledge that neither the Trustee, SVA nor Third Link, their related body corporates and related entities (as defined in the
Corporations Act, any other members of their respective groups, or any of their directors or associates or any other entity,
guarantees the performance of, or the repayment of capital invested in, or income from, the Fund, or that the Fund will achieve a
particular rate of return;
(m) acknowledge that an investment in the Fund is subject to investment risk, including possible loss of capital invested, and agree
that those risks are appropriate for a person in your circumstances and with your investment objectives;
(n) acknowledges that the applicant has not relied in any way whatsoever on any statements made by, or purported to be made
by, the Trustee, SVA or Third Link, their related body corporates and related entities, any other members of their respective
groups, any of their directors or associates, agents or service providers in relation to this investment, other than as set out
in the Information Memorandum, the Constitution or this Application Form and acknowledge that neither the Trustee, SVA
or Third Link, their related body corporates and related entities, any other members of their respective groups, any of their
directors or associates, agents or service providers have made, and the Information Memorandum, this Application Form and
the Constitution do not contain, any regarding the suitability or appropriateness of the investment in the Units, given your
investment objectives, financial situation or particular needs or the tax consequences of making this investment in Units;
(o) declare that all information provided in this Application Form or any other information provided in support of the subscription
for Units in the Fund is true and correct;
(p) agree to the collection, use and disclosure of your personal information provided to the Trustee, SVA or Third Link, their related
body corporates and related entities, any other members of their respective groups, any of their directors or associates, agents
or service providers;
(q) acknowledge that all information relating to this Application Form or any subsequent information relating to the investment in
the Fund may be disclosed to any service provider. This authority will continue unless revoked in writing by you;
#

ISSUE NUMBER 4
1 | 31
4 APRIL
MARCH2012
2010 SVA SOCIAL IMPACT FUND | 33
APPLICATION FORM continued

(r) agree to give all further information or personal details and provide assistance to the Trustee, SVA, Third Link or their nominees,
if required to allow them to meet their obligations under anti-money laundering (AML), counter-terrorism financing (CTF) and
taxation legislation;
(s) warrant that:
(i) y ou comply and will continue to comply with applicable AML and CTF Laws, including but not limited to the law and
regulations of Australia in force from time to time;
(ii) you are not aware and have no reason to suspect that:
(A) the application monies have been or will be derived from or related to any money laundering, terrorism financing
or similar activities illegal under Applicable Laws or otherwise prohibited under any international convention or
agreement (illegal activity); or
(B) the proceeds of your investment in the Fund will be used to finance any illegal activities;
(iii) you are not a ‘politically exposed’ person or organisation for the purposes of any AML/CTF Law;
(t) acknowledge that the Trustee may, in its sole and absolute discretion but otherwise in accordance with the law, vary the terms
of this Application Form or alter the arrangements in respect of the Fund, where the Trustee is required to do so due to changes
in AML/CTF Law;
(u) acknowledge that we may decide to delay or refuse any request or transaction, including by suspending the issue or
withdrawal of Units in the Fund, if we are concerned that the request or transaction may breach any obligation of, or cause us to
commit or participate in an offence under any AML/CTF Law, and the Trustee, SVA and Third Link will incur no liability to you if
we do so. You further acknowledge that the Trustee, SVA and Third Link is under no obligation to inform you of their intention
to do any of the above, or the fact that they have done any of the above, nor are they obliged to provide you with their reasons
for any such actions;
(v) acknowledge that the Trustee, SVA and Third Link will rely on the representations given in this Application Form, and you agree
to indemnify the Trustee, SVA and Third Link against any loss or claim of or against the Trustee, SVA and Third Link to the extent
that the loss or claim arises from or is connected with any breach of any of the representations contained in this Application
Form; and
(w) acknowledges that until any Units are issued to you, you have no interest in the Fund.

Section F – Signature

Signature of Applicant 1:

Name of Applicant 1: Date:

Tick capacity – mandatory for companies: l Sole Director l Director l Secretary

Signature of Applicant 2:

Name of Applicant 2: Date:

Tick capacity – mandatory for companies: l Sole Director l Director l Secretary

!

34 | SVA SOCIAL IMPACT FUND ISSUE NUMBER 1 | 4 APRIL 2012

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ISSUE NUMBER 1 | 4 APRIL 2012 SVA SOCIAL IMPACT FUND | 35

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36 | SVA SOCIAL IMPACT FUND ISSUE NUMBER 1 | 4 APRIL 2012

CORPORATE DIRECTORY
TRUSTEE / CUSTODIAN

The Trust Company (Australia) Limited

Level 15, 20 Bond Street
Sydney NSW 2000

INVESTMENT MANAGER / ADMINISTRATOR

Social Ventures Australia Limited

Suite 1, Level 6
6 -10 O’Connell Street
Sydney NSW 2000

Phone: 02 8004 6700

Fax: 02 8004 6701
Email: info@socialventures.com.au
Website: www.socialventures.com.au

LEGAL AND TAX ADVISERS

Allen & Overy

Level 25
85 Castlereagh Street
Sydney NSW 2000

AUDITORS

Ernst & Young

Level 33, Ernst & Young Centre
World Square
680 George Street
Sydney, NSW 2000

ISSUE NUMBER 1 | 4 APRIL 2012 SVA SOCIAL IMPACT FUND | 37