The Trust is an open ended offer and may accept applications at any time.
There is no minimum subscription as the PDS is seeking to raise additionat funds to acquire new properties. Minimum investment is $10,000 for 10,000 units, then $1,000 increments.

GENERAL INVESTMENT BENEFITS

1. Targeted tax deferred income returns of 9%-10% pa
2. Potential capital gains in addition to income returns
3. Distributions paid monthly
4. Income is expected to be paid 100% tax advantaged for at least the next 3 years
5. Proven performance history returning in excess of 9% pa (Since established in 2001)
6. Demand driven industry

The current and rising future demand for retirement villages is expected to have a positive effect on unit value. The trust is well placed to benefit from continued capital growth and strong net tangible asset value increasing investor's capital security.

o Secure income from long term lease agreements with large retirement village operators

RETURN OVERVIEW

The Trust derives its income from long term lease and management agreements.
Returns are forecast to be in excess of 9% pa, paid monthly, which is 100% tax deferred income. At the highest marginal tax rate this equates to a pre tax return exceeding 18%.

INDEPENDENT RESEARCH AND RATING
Managed Investment Assessments Pty Ltd - Research Report July 2006.

Product Rating ----> Quality
Management Rating ----> Strong
Overall Rating ----> Quality


INVESTMENT PURPOSE
The Prime Retirement Trust is an unlisted property trust dedicated to owning retirement and aged care facilities. The objective is to provide unit holders with monthly income and maintain and accrue its real capital value.

The Trust is diversified by geographic location, management and type of facilities.

The responsible entity, Australian Property Custodian Holdings (APC) is seeking to raise funds which will be used to purchase additional retirement villages and aged care facilities.

Existing properties within the Trust consist of high quality villages, some with attached hostels and nursing homes, providing "ageing in place". The properties are located in highly sought after regions along the Eastern Seaboard of Australia.

The Trust claims deductions for depreciation to plant and equipment and allowances for capital expenditure on buildings. The deductions will be passed through to unit holders (investors), causing up to 100% of the income to be tax deferred in the hands of the unit holders. This creates a significant tax related benefit for investors desiring a strong, income-based return.

The Trust inherits the business and cash flow from the leases and management deeds should any manager related to any of the trust-held properties default, providing further security to the income stream provided to the investors/unit holders.

The Responsible Entity and Custodian is Australian Property Custodian Holdings Limited who holds an AFSL No. 226692. The directors and senior executives of APC have an extensive and diverse background in property management, the retirement industry, sales and marketing, acquisition, valuation, financial and credit analysis, loan structuring, property law and commercial real estate.

Management fees are low representmg 0.6% of assets under management which is below industry standard.

The Responsible Entrty has commissioned Select Investment Source, as a Corporate Authorised Representative to provtde investment distribution and support services throughout New South Wales and the Australian Capital Temtory.

SECURITY:

1. 20-year leases to Primelrfe Corporation Limited, a Melbourne-based ASX listed company that specialises in the developmerrt and management of properties for the retirement and health-care sector.
2. In the unlikely event of defautt by Primelife the Fund would retain the deferred management fee income which is the primary source of income from the villages.
3. Projected deferred management fee income for Primelife well exceeds fees payable to the Fund.
4. Maximisation of deferred management fee income provides incentives for the manager to improve the standard of accommodation provided in the villages.
5. The demand and suppty furKlamentals of the retirement village industry.
6. The Fund has average gearing of approximately 40% of total assets at June 2006 (28% at June 2006) - modest in comparison to other property trusts.
7. A statutory charge has been placed over the land on which each facility ts built means that the land can only be used for retirefflent and aged care facilities.

LIQUIDITY:

There is currently no redemption facility in place and therefore investors should be aware that their investment in the Trust is iiliquid. The Constitution of the Trust provides for a redemption facility which operates at the discretion of the Responsible Entity and the Responsible Entity may ithdraw the redemption facility at its discretion. On 22 March 2006 the Responsible Entity suspended the redemption facility, and the suspension continues subject to continuing monthly reviews by the Board of Directors ofthe Responsible Entity. Investors should, however, be aware that the Constitution provides for an exit mechanism for Unitholders in or about late 2007 either through a wind-up of the Trust or a listing of the Units of the Trust on an appropriate exchange.

WHO SHOULD CONSIDER INVESTING?

1. The Trust is suited to prudent investors seeking exposure to the growing retirement industry from a soundly managed property based income stream.
2. This investment also suits investors seeking an income-based investment option with the additional potential benefit of a capital gain.
3. This investment suits investors desiring strong net tangible assets backing up their investment capital.
4. This investment also suits investors who may be on a high marginal tax rate and could benefit substantially from the tax deferred income produced by the Trust.
5. This investment also suits investors requiring a consistent income-producing track record backed up with an experienced and performing management company.
6. Superannuation funds are also eligible to invest.

INVESTMENT RISKS
An investment in the Trust has risks which could impact on the value of the Properties and Units and the investment returns. These risks include, but are not limited to, the following:

General Investment Risks
1. Changing local or world economic conditions;
2. Interest rate fluctuations outside those assumed in this PDS;
3. Changes in property market conditions, including the value of and level of demand for nursing home and retirement village accommodation in the areas in which the Properties are located;
4. Legislative changes, including in relation to taxation and accounting treatment and aged care industry regulation;
5. Inflation; and
6. Natural disasters, including earthguakes, social unrest, acts of terrorism or war in Australia and overseas.

Risks specific to the Properties
Performance of the Licensees - If payment of the rental and outgoings by the Licensees are not made in a timely fashion, Unit Holders will not receive their returns, or at least may not receive them on time. The Responsible Entity is not required to distribute money to Unit Holders if there is insufficient cash available in the bank account to make distributions. However, if Licensees or other managers default under their agreements, the Responsible Entity can take over the benefit of the Resident Agreements and the residents of the Properties will be bound to pay all requisite
amounts directly to the Responsible Entity rather than the Licensee.

Performance of the Manager - Similarly, if the performance of the Manager is in some way deficient then the returns to the Trust may suffer,Again, in the event of a default of the Manager, the Responsible Entity can take over the benefit of the Resident Agreements and the residents will be bound to pay all reguisite amounts directly to the Responsible Entity.

Vacancy - The Leases and the Management Agreements will expire after 20 or 25 years from commencement and may not be renewed. If such a vacancy occurs, the Trust's income may decrease and the value of the properties might be affected. The Responsible Entity might have to pay commissions to agents who introduce prospective licensees or provide incentives to attract new licensees. All of these expenses will be paid from the Trust's funds.

Risk specific to the Investment Objectives of the Trust
The industry of aged care and retirement facilities has undergone significant change over the last two to three years.

This has partly been attributed to:
(i) the property boom experienced in Australia;
and (ii) the increased demand for this emerging asset class for long term investment.

Other Investment Risks
llliquid market for Units - Unless and until such time as the Units are listed on the ASX the Units will be relatively illiquid and, should Unit Holders wish to sell their interest, they might have difficulty finding a buyer. Unit Holders have no right to require their interest to be bought by the Responsible Entity or any other person. Unit Holders' investment in the Trust may only be redeemed in accordance with the Constitution. Please refer to the paragraph entitled "Redemption of Units" on page 6 in Section 2 of this Part 1 of the PDS. Investment in this Trust should be considered as long term.

Borrowing obligations - An increase in interest rates will have an adverse affect on the amount of income available because funds will be used to pay the interest on the Loans.

Selling the Properties and market values - Before investing, you should take into account any risk of a decline in the value of the Properties or market rents. On the sale of the Properties, the Responsible Entity cannot accurately predict what the selling price of the Properties might be
at the end of the Trust. However, the Responsible Entity considers that the Properties are an excellent investment for the Trust due to the quality of the existing tenants and the value of the land.

No guarantee of income or capital - This Investment is an investment trust which has as its primary assets investments in real estate. The Responsible Entity does not warrant or guarantee the income or the repayment of capital by investing in this Trust.

The Responsible Entity does not warrant or guarantee that there will be a capital gain or that the Properties will not decrease in value.

• REAL ESTATE
• FINANCIAL PLANNING
• ACCOUNTING & TAXATION
• HOME LOANS