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* A performance fee may also apply in relation to an investment in this fund. For a full description of the fees and costs refer to the Product Disclosure Statement and Additional Information Booklet for the Fund.

Rebate agreement terms

16 June 2023

This document (Rebate Agreement) is an agreement between:

• the client identified in Part A of the Schedule (Client); and
• Maple-Brown Abbott Limited ACN 001 208 564 (Responsible Entity) in its capacity as responsible entity of the fund(s) listed in Part B of the Schedule (each a Fund),

and sets out certain terms relating to the units in the relevant Fund held by the Client (Units). The Units are held by the Client pursuant to the constitution, the product disclosure statement, the additional information booklet and the application form for the relevant Fund (together the Investment Documents).

Capitalised terms not otherwise defined in this Rebate Agreement have the meanings given to them in the Investment Documents. References to Schedule are to the schedules in the enclosed letter. This Rebate Agreement applies as a separate agreement in respect of each Fund.

1. Fees

1.1 Provided that the Client:

• is and continues to be, a ‘wholesale client’ (as defined in s761G of the Corporations Act 2001 (Cth)) (Wholesale Client); and
• does not cease to be eligible for any of the reasons set out in clause 1.6 of this Rebate Agreement,

the Responsible Entity agrees to rebate the Client a part of the management fee it receives in respect of the Client’s investment in the relevant Fund (as set out in the product disclosure statement for the relevant Fund) (Rebate). The agreed rebate is specified in Part B of the Schedule. All other fees and costs of an investment in the relevant Fund as set out in the product disclosure statement will continue to apply to the Client.

1.2 The parties agree that the Rebate will be applied towards the issue of new Units in the same Fund and the Responsible Entity must issue such Units to the Client (Rebate Units). Unless otherwise notified to the Client in writing by the Responsible Entity, the Rebate will be paid quarterly in arrears calculated at the end of each quarter based on daily values during the relevant quarter.

1.3 Unless otherwise notified to the Client, the Responsible Entity will apply the Rebate within 15 business days of the end of the relevant quarter.

1.4 The Client represents and warrants that:

• it qualifies as a Wholesale Client and will remain a Wholesale Client for the term of this Rebate Agreement; and
• all information provided to the Responsible Entity confirming its status as a Wholesale Client is true and correct.

1.5 Subject to applicable laws, the Client agrees to provide the Responsible Entity promptly on request with any information or documents (including an accountant’s certificate) necessary for the Responsible Entity to satisfy itself the Client qualifies as a Wholesale Client.

1.6 Notwithstanding paragraph 1.1, the Client is no longer eligible to a Rebate (and the issue of Rebate Units) for the relevant Fund under this Rebate Agreement from such time the Client:

• is in material breach of any of the Investment Documents for the relevant Fund or this Rebate Agreement, until such breach has been rectified (or waived by the Responsible Entity);
• does not maintain an investment balance in the relevant Fund greater than the applicable minimum balance specified in Part B of the Schedule (unless, as determined by the Responsible Entity, substantial market movements are the sole cause of the Client’s investment balance falling below this amount); or
• fails to satisfy the Responsible Entity (acting reasonably) that it qualifies as a Wholesale Client.

2. Termination

2.1 This Rebate Agreement (and the issue of any future Rebate Units) will terminate in relation to a Fund upon the earlier of:

• the Client ceasing to be eligible to receive the Rebate for any reason set out in clause 1.6 of this Rebate Agreement;
• the Responsible Entity, in exercising its absolute discretion under the Constitution of the Fund and in accordance with its obligations under Corporations Act, making a determination to cease the Rebate for any reason, provided that the Responsible Entity provides at least 7 business days written to the Client;
• the Client notifying the Responsible Entity that they no longer qualify as a Wholesale Client;
• both parties agreeing in writing to terminate the Rebate Agreement;
• any date the Rebate Agreement or the issue of Rebate Units is prohibited by any applicable law;
• the Responsible Entity ceasing to be the responsible entity of the relevant Fund, unless an associate of the Responsible Entity is appointed as the new responsible entity of the relevant Fund; or
• the day on which the Client ceases to hold Units in the relevant Fund.

2.2 Termination of this Rebate Agreement does not affect any accrued rights or remedies of a party.

3. Amendments and Waivers

The Responsible Entity may in its absolute discretion, amend or vary any term of this Rebate Agreement and/or may waive any provision of this Rebate Agreement (either generally or in a particular instance and either retroactively or prospectively) by providing the Client with written notice not less than 14 Business Days prior to the amendment or waiver taking effect.

4. Limitation

The Client acknowledges that the Responsible Entity has duties and obligations under the Investment Documents and the law in relation to the fair and equitable treatment of Fund members. Despite any provision of this Rebate Agreement, the Responsible Entity is not required to do anything under this Rebate Agreement to the extent that such action would cause the Responsible Entity or other members to breach the Investment Documents or any applicable law.

5. Limitation of liability – Responsible Entity

5.1 Notwithstanding any other provision of this Rebate Agreement, the Responsible Entity enters into this Rebate Agreement solely in its capacity as the responsible entity of each Fund and the Client acknowledges and agrees that:

• any liability of the Responsible Entity arising in connection with this Rebate Agreement is limited to the extent that the Responsible Entity is actually indemnified for that liability out of the assets of the relevant Fund;
• the Client may enforce its rights against the Responsible Entity under this Rebate Agreement only to the extent necessary to enforce the Client’s rights, powers and remedies against the Responsible Entity in respect of the relevant Fund’s assets by subrogation or otherwise; and
• the Client may not take any action to seek recourse to any assets held by the Responsible Entity in any capacity other than as responsible entity of the relevant Fund, including seeking appointment of a receiver.

5.2 Despite paragraph 5.1, the Responsible Entity is liable to the extent that a liability under this Rebate Agreement is caused by the Responsible Entity’s own fraud, wilful misconduct, gross negligence or breach of trust which disentitles it to its indemnity out of the assets of the relevant Fund.

6. Disclosure

6.1 The Client agrees to keep the contents of this Rebate Agreement and its existence confidential but may disclose such on a confidential basis to its professional advisers and auditors.

6.2 Subject to paragraph 6.1, the Client warrants and represents to the Responsible Entity that it has not and will not disclose the Rebate(s) or net fees the subject of this Rebate Agreement.

6.3 The Client acknowledges and agrees that the Responsible Entity may disclose the contents of this Rebate Agreement and the fact of its existence to other persons which may include actual or prospective clients in the relevant Fund and their advisers.

7. Validity of Rebate Agreement

The parties acknowledge and agree that any consideration received by it in relation to the entry into this Rebate Agreement from the other party to this Rebate Agreement is good and effective consideration.

8. Entire agreement

This Rebate Agreement, together with the applicable Investment Documents:

• constitutes the entire agreement between the parties as to its subject matter; and
• in relation to that subject matter, supersedes any prior understanding or agreement between the parties and any prior condition, warranty, indemnity or representation imposed, given or made by a party, including but not limited to any previous agreements or understandings in respect of any amounts invested in the relevant Fund to be rebated or reimbursed to the Client.

9. General

9.1 Any electronic signatures, whether digital or encrypted, of any party to this Rebate Agreement are intended to indicate agreement to this Rebate Agreement and have the same force and effect as manual signatures.

9.2 This Rebate Agreement shall be governed by and construed and enforced in accordance with the laws of New South Wales, Australia.

Schedule:

Part A – Client

Part B – MBA Fund, minimum balance, management fee discount and effective management fee

* Rounded to two decimal places.
** A performance fee may also apply in relation to an investment in this fund. For a full description of the fees and costs refer to the Product Disclosure Statement and Additional Information Booklet for the Fund.

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