SPIRE GLOBAL INVESTMENT SERIES

The Fund will invest as a single Limited Partner in two US private equity real estate investment programs implemented by the Investment Manager, Bridge Investment Group LLC; a specialist US real estate manager with over US$10 billion in AUM and over 1,000 employees nationwide. The first investment program will acquire value-add multifamily apartment communities, and will represent approximately 60% to 70% of the Fund’s investments. The second will acquire value-add commercial office buildings in high growth markets within the United States and will represent approximately 30% to 40% of the Fund’s investments.

This combination of exposure to value-add multifamily apartments and value-add commercial office properties is consistent with the highly successful predecessor funds in the ‘ROC’ fund series, which began in 2009. ROC is an acronym for ”Real estate Opportunity Capital”, and reflects the private equity real estate fund thesis of having committed capital available to take advantage of opportunities in the market.

As at the date of the PDS, the Bridge Multifamily Program has a strong pipeline of potential acquisitions, with 12 assets providing 3,884 rental units, having been identified for potential purchase from different sellers, at a total purchase price of US$517,250,000 million. The Bridge Multifamily Program’s first assets are expected to be acquired in mid-late March, following the program’s initial capital raising. The Bridge Multifamily Program is seeking to raise a total of US$1 billion in capital commitments, with a target rate of total return (income plus growth) on invested capital of a 12-14% net IRR (USD denominated). If the Investment Manager is successful in achieving its capital raising target (as we expect it to be), then we would expect approximately US$2.5 billion of multifamily investments to be acquired during the program’s 3-year Investment Period, which will begin on the First Close of the Bridge Multifamily Program (expected to be late March 2018).

The Bridge Office Program is seeking to raise a total of US$750 million in total equity commitments from Limited Partners, with a target rate of total return on invested capital of a 14-16% net IRR (USD denominated). If the Investment Manager is successful in achieving its capital raising target, we would anticipate that between US$1.5 billion and US$2 billion in value-add office properties will be acquired within pre-defined target markets over the program’s 3-year Investment Period, which began in July 2017. As at the date of this PDS, the program has already acquired 19 value-add commercial office assets at a total cost of US$507.65 million. The Investment Manager has estimated that this price represents a 51% discount to replacement cost.

The Investment Manager’s investment approach in both the Bridge Multifamily and Bridge Office Programs combines a disciplined asset selection process with a focus on operationally-oriented, value-added improvements that increase tenant satisfaction and solve vacancy issues. These improvements are designed to drive growth in Net Operating Income (NOI) and value. This value-add approach is core to the Bridge DNA.

The period following the expiration of each program’s Investment Period is known as its Harvest Period, during which Bridge and its affiliates will execute sales of stabilised investments, i.e., those investments whose value-add strategies have been completed, on an individual or portfolio basis. Realised capital and profits will then be returned to investors, whilst net rental income will be distributed annually.

We believe that an investment in the Spire USA ROC IV Fund (AUD) is a worthwhile consideration for those investors seeking to diversify part of their portfolio both globally and into an ‘alternative’ investment strategy which seeks to generate above market returns, with low or potentially inverse correlation to the returns and volatility of Australian and global listed equity markets.

The Fund will invest as a single Limited Partner in a US private equity real estate investment program implemented by the Investment Manager, Bridge Investment Group LLC, a specialist real estate manager with in excess of US$10 billion AUM and over 1,000 employees nationwide. The Bridge Office Program which will acquire value-add commercial office buildings in high growth markets within the United States.

Investment in value-add commercial office properties has been an integral part of the investments within the highly successful ‘ROC’ fund series, which began in 2009. ROC is an acronym for ”Real estate Opportunity Capital”, and reflects the private equity real estate fund thesis of having committed capital available to take advantage of opportunities in the market.

The Bridge Office Program is seeking to raise a total of US$750 million in total equity commitments from Limited Partners, with a target rate of total return on invested capital of a 14-16% net IRR (USD denominated). If the Investment Manager is successful in achieving its capital raising target, we would anticipate that between US$1.5 billion and US$2 billion in value-add office properties will be acquired within pre-defined target markets over the program’s 3-year Investment Period, which began in July 2017. As at the date of the PDS, the program has already acquired 19 value-add commercial office assets at a total cost of US$507.65 million. The Investment Manager has estimated that this price represents a 51% discount to replacement cost.

The Investment Manager’s investment approach in the Bridge Office Program combines a disciplined asset selection process with a focus on operationally-oriented, value-added improvements that increase tenant satisfaction and solve vacancy issues. These improvements are designed to drive growth in Net Operating Income (NOI) and value. This value-add approach is core to the Bridge DNA.

The period following the expiration of each program’s Investment Period is known as its Harvest Period, during which Bridge and its affiliates will execute sales of stabilised investments, i.e., those investments whose value-add strategies have been completed, on an individual or portfolio basis. Realised capital and profits will then be returned to investors, whilst net rental incomes are distributed annually .

We believe that an investment in the Spire USA ROC Office Fund I (AUD) is a worthwhile consideration for those investors seeking to diversify part of their portfolio both globally and into an ‘alternative’ investment strategy which seeks to generate above market returns, with low or potentially inverse correlation to the returns and volatility of Australian and global listed equity markets.

Spire USA ROC Office Fund I (AUD) is a unit class of Spire USA ROC IV Fund (AUD).

NOW OPEN FOR INVESTMENT FOR WHOLESALE INVESTORS

NEXT CLOSE DECEMBER 2017

Opportunity to invest in, preserve, and rehabilitate workforce and affordable multifamily housing communities in high-growth U.S. markets

• America is faced with an affordable housing crisis, with an estimated 12 million renter and homeowner households paying more than 50% of their annual incomes for housing1
• Existing affordable housing often does not include community and life-enhancing services in which Bridge specialises
• There has been a 9% decline in Class B/C multifamily units as a percentage of total stock since 20003
• The need to preserve affordable housing is driven by healthy demand from middle and lower income tenants combined with an overall decrease in the homeownership rate
• Current chill in Low-Income Housing Tax Credit (LIHTC) investments due to expected tax reform further exacerbates the dire shortage of affordable housing

Differentiated, focused, and socially responsible investment and asset management strategy

• Acquire and create communities that offer quality workforce and affordable housing
• Create socially responsible communities that are more than “four walls and a roof” by:
• Renovating older “B” and “C” class assets, adding amenities comparable to new communities
• Improving unit interiors and common areas
• Implementing extensive community and social programs through alliances with strategic service providers
• Concentrate on Metropolitan Statistical Areas (MSAs) and sub-markets with strong population and job growth where affordable, high-quality housing is in high demand but in short and diminishing supply

Senior team members average 25 years of experience in the multifamily sector

• Since 1991, senior members of the team have developed, acquired, and managed 184 multifamily properties and completed approximately $4.4 billion of multifamily transactions across the U.S.
• Special focus on value-added acquisitions, in-depth capital improvements, and operational efficiencies
• The senior executives have acquired, leased, developed, and/or operated over 60,000 units of multifamily properties throughout multiple cycles in most major markets and prime submarkets

Targeting $500 million of equity capital in a closed-ended fund structure with 13-15% gross internal rate of return (“IRR”), 10-12% net IRR (assuming 5 year hold) with quarterly distributions

• Target investments are intended to satisfy Community Reinvestment Act (CRA) requirements; with a minimum of 51%+ of the units occupied by families that earn a maximum of 80% of the Area’s Median Income (AMI)
• Bridge will rebate some fees to fund social programs and facilitate impact investments
• LPs are expected to receive stable quarterly cash flows as well as CRA benefits (for CRA-benefit-eligible investors)4

The Fund aims to outperform the MSCI World Small Cap Index $A by 2% to 3% p.a. gross over a full market cycle (e.g. 5 to 7 years).

Copper Rock believes that small and mid-cap markets are inefficient and uses a blend of quantitative and fundamental analyses to identify companies with superior growth rates relative to their peers. The Global Small Cap strategy typically looks for resilient and defensible business models that are characterized by underlying unit growth, longer term market share gains (an evidence of competitive strength), high profitability, and significant internal cash generation. Distinguishing elements of the process are also the application of a routinely practiced and proven Sell Discipline and Alert List that provide risk control and are crucial in preserving alpha earned in the portfolio.

• The Fund will invest primarily in equity securities of US and non-US issuers listed on globally recognised exchanges of developed markets.
• Investment in any one region or sector will generally be limited to +/- 6% relative to the Benchmark.
• Investment in any one security will generally be limited to +/- 3.5% relative to the Benchmark.
• The Fund may also invest up to 15% in emerging markets.
• The securities in which the Fund may invest include common stocks, preferred stocks, convertible debt, depository receipts, rights and warrants.
• The Fund may also invest in initial public offerings and private placements.
• The Fund will generally hold between 80 and 120 securities.
• The top 20 holdings will generally form 30% to 40% of the Fund.
• The Fund will generally hold a maximum of 5% in cash.
• The Fund will generally be unhedged, but there may be instances where the Fund has the ability to Hedge back into USD.

*Performance is for the Copper Rock Global Small Companies Commingled Fund and is based on month end unit prices before tax in Australian dollars (AUD). The Spire Copper Rock Global Smaller Companies Fund is a unit class of the Copper Rock Global Small Companies Commingled Fund. Gross performance is stated excluding all fees, costs and taxation. This is historical performance data. It should be noted the value of an investment can rise and fall and past performance is not indicative of future performance.

The Fund is closed to new investment.

The Fund acts as an Australian feeder fund into the assets of Real Estate Opportunity Capital Fund, LP (“ROC II”). ROC II is a US$2.1 billion “buy, fix, sell” private equity real estate fund, investing in value-add US multifamily apartment communities and office buildings, which are generally acquired opportunistically from distressed sellers or Mortgagees in Possession.

The Fund owns a 5.88% share of a diversified portfolio of ‘value-add’ real estate assets across the US. As at the date of this update, the ROC II portfolio had invested in 52 multifamily apartment communities and 9 office buildings, and of these 11 have now been sold at an average 22.2% net IRR and 1.38x multiple on invested equity. US$1.9 billion in assets remain, which will also be progressively sold down during the ‘harvest period’ as each asset’s value has been maximised and stabilised.

NOW CLOSED TO INVESTMENT

Spire has again partnered with US based Bridge Investment Group LLC, to provide Australian investors with the ability to access income and growth via an investment in the US Senior Housing and Medical Properties market.

Spire USA ROC Senior Housing and Medical Properties Fund II, will operate as a feeder fund to the underlying US investments sourced and managed by Spire’s US real estate partner, Bridge Investment Group  LLC.

The Fund acts as an Australian feeder fund into the assets of Bridge Seniors Housing and Medical Properties Fund II, LP (“Bridge Seniors II”). Bridge Seniors II is a “buy, fix, sell” private equity real estate fund, investing in income producing and value-add US seniors housing and medical office properties.

The Fund intends to provide investors with meaningful and consistent Current Income paid on an annual basis and the potential for strong capital appreciation and attractive risk-adjusted returns by investing in select Seniors Housing properties located throughout the US. The Fund will focus on independent living (“IL”), assisted living (“AL”) and memory care (“MC”) facilities, although the portfolio may also include skilled nursing facilities (“SNF”) and continuing care retirement communities (“CCRC”). The Fund also intends to opportunistically invest in select medical office and other healthcare-related properties which represent exceptional value.

Following the Investment Period, an exit strategy will be executed, which may include an IPO or trade sale of the portfolio.

Bridge Seniors II will acquire assets that will benefit from what is being called the “Silver Tsunami’ – the US ageing population demographic, in which over 10,000 people per day are turning 65.

Each asset acquired will have a value-add strategy which will be implemented to increase the property’s cash flow and total return. In many cases this will involve increasing the number of Memory Care beds in a facility. Memory Care is a relatively new specialist sector and asset class within the US senior housing market, which provides specialist accommodation and care programs for residents afflicted with dementia; the leading cause of which is Alzheimer’s disease.

Currently in the US, there are over 5 million people living with Alzheimer’s and someone develops Alzheimer’s every 68 seconds. Yet there are only 35,000 Memory Care beds available. Accordingly, most Memory Care facilities are 100% occupied – with waiting lists.

Following the amalgamation of the portfolio during the Fund’s Investment Period, Bridge will asses the method and timing of the most profitable exit strategy for the portfolio. It is expected that this exit strategy will seek to exploit the pricing differences between the private markets and the public markets, via a portfolio or portfolio sales to publicly traded Real Estate Investment Trusts (REITs), or via an Initial Public Offering (IPO) of the portfolio as a new REIT. Alternatively individual assets may be sold when value has been maximised.

The Bridge  team behind the underlying Bridge Seniors II program, concluded a similar strategy in 2006 via the sale of a US$5 Billion portfolio of US Senior Housing properties to a publicly traded REIT, generating a portfolio Internal Rate of Return (IRR) of 33% (p.a.).

1.THIS FUND IS NOW CLOSED TO NEW INVESTMENT.

Spire’s second Fund has again partnered with US based Bridge Investment Group Partners, LLC, to provide Australian investors with the ability to access income and growth via an investment in the US Senior Housing and Medical Properties market.

Like Spire’s inaugural “ROC II” Fund, Spire USA ROC Senior Housing and Medical Properties Fund (AUD), will operate as a feeder fund to the underlying US investments sourced and managed by Spire’s US real estate partner, Bridge Investment Group Partners, LLC.

The Fund acts as an Australian feeder fund into the assets of ROC Seniors Housing and Medical Properties Fund, LP (“ROC Seniors”). ROC Seniors is a “buy, fix, sell” private equity real estate fund, investing in income producing and value-add US seniors housing and medical office properties.

The Fund owns a proportionate share of a current diversified portfolio of 50 separate real estate assets across the US, which have been acquired for approximately US$1.5 billion.

During ROC Senior’s 4 year Investment Period, the portfolio is expected to grow to US$2 billion in income generating assets.

Following the Investment Period, an exit strategy will be executed, which may include an IPO or trade sale of the portfolio.

The Fund will acquire assets that will benefit from what is being called the “Silver Tsunami’ – the US ageing population demographic, in which over 10,000 people per day are turning 65.

Each asset acquired will have a value-add strategy which will be implemented to increase the property’s cash flow and total return. In many cases this will involve increasing the number of Memory Care beds in a facility. Memory Care is a relatively new specialist sector and asset class within the US senior housing market, which provides specialist accommodation and care programs for residents afflicted with dementia; the leading cause of which is Alzheimer’s disease.

Currently in the US, there are over 5 million people living with Alzheimer’s and someone develops Alzheimer’s every 68 seconds. Yet there are only 35,000 Memory Care beds available. Accordingly, most Memory Care facilities are 100% occupied – with waiting lists.

Following the amalgamation of the portfolio during the Fund’s Investment Period, Bridge will asses the method and timing of the most profitable exit strategy for the portfolio. It is expected that this exit strategy will seek to exploit the pricing differences between the private markets and the public markets, via a portfolio or portfolio sales to publicly traded Real Estate Investment Trusts (REITs), or via an Initial Public Offering (IPO) of the portfolio as a new REIT. Alternatively individual assets may be sold when value has been maximised.

The Bridge Investment and Asset Management team behind the underlying ROC Seniors program, concluded a similar strategy in 2006 via the sale of a US$5 Billion portfolio of US Senior Housing properties to a publicly traded REIT, generating a portfolio Internal Rate of Return (IRR) of 33% (p.a.).

This Fund is now Closed to Investment

This Fund is available to Wholesale Clients only and is a partnership between Spire and its long-time U.S. real estate investment partner Bridge Investment Group Partners, LLC.

The Fund is a private debt fund and aims to generate a total return (IRR) of 11-13% p.a. from investing in  loans backed by U.S. multifamily apartment communities and other commercial real estate. The loans will either be originated by Freddie Mac Multifamily or Bridge directly.