TYCHE PROPERTY FUND

PRIVATE PLACEMENT MEMORANDUM DATED 21 AUGUST 2015

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Tyche Property Fund

Private Placement Memorandum

Investment Manager: Tyche Asset Management Pty Ltd (ACN 603 645 647) (AFSL 473800)

Trustee and Issuer: OneVue RE Services Limited (ACN 101 103 011) (AFSL 223271)

Client Name: ____________________________

Document No.: _____

CONTENTS

IMPORTANT INFORMATION .................................. 2

THE TYCHE PROPERTY FUND ............................... 5

OVERVIEW OF THE OFFER .................................... 5

KEY RISKS ............................................................. 9

FEES AND CHARGES........................................... 12

UNITS IN THE FUND ............................................ 13

TAXATION ............................................................ 14

TRUST DEED ........................................................ 15

INVESTING IN THE FUND .................................... 17

ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM ......................................................... 19

PRIVACY .............................................................. 20

COMPLAINTS ....................................................... 21

SERVICE PROVIDER APPOINTMENTS ................. 22

GLOSSARY OF TERMS ........................................ 23

DIRECTORY ......................................................... 24

For more information

Phone: 02 9266 0066

Email: info@tycheam.com.au

Visit: www.tycheam.com.au

IMPORTANT INFORMATION

/ WHOLESALE CLIENTS ONLY

Tyche Asset Management Pty Ltd (ACN 603 645 647)

(Australian Financial Services Licence No. 473800)

(Tyche, Tyche Asset Management or Investment

Manager) is the investment manager of the Tyche

Property Fund (Fund) and is responsible for the day to

day management of the Fund’s investments.

OneVue RE Services Limited (ACN 101 103 011)

(Australian Financial Services Licence No. 223271)

(OneVue or Trustee) is the issuer of this Private

Placement Memorandum and the trustee of the Fund.

OneVue is responsible for the overall operation of the

Fund.

When we, or us or our is used in this document it is a

reference to Tyche and OneVue.

This Private Placement Memorandum is an important

document that should be read before making a

decision to invest in the Fund. In particular, you should

read this document carefully and:

• assess whether the investment is appropriate for

you before making a decision to acquire Units in

the Fund;

• evaluate the taxation implications of investing in

the Fund; and

• consider talking to financial and tax advisers

before making an investment decision.

The information contained in this document is general

information only. It has been prepared to help you

decide whether this product will meet your needs and

may assist you to compare this product to others you

may be considering. This document does not and is

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not intended to contain any recommendations,

statements of opinion or advice. In any event, the

information in this document does not consider any

individual person’s objectives, financial situation or

particular needs.

This Private Placement Memorandum and the offer of

Units in the Fund are available to investors resident in

Australia and elsewhere receiving this document

(including electronically) in Australia or elsewhere who

qualify as "wholesale clients" as that term is defined in

section 761G and 761GA of the Corporations Act

2001 (Cth) (Corporations Act). The Trustee may also

accept applications from investors who are otherwise

permitted to invest as permitted by the Corporations

Act. Investors who are not resident in Australia can

invest in the Fund only where they are permitted by law

to do so.

If you are printing an electronic copy of this document you

must print all pages including the Application Form. If you

make this document available to another person, you must

give them the entire electronic file or printout, including the

Application Form. An electronic copy of this document (and

any supplementary documents) can also be obtained free

of charge on request by calling Tyche on 02 9266 0066,

or by emailing us on info@tycheam.com.au. Units in the

Fund cannot be issued unless you use an Application Form

attached to either a paper or electronic copy of this

document or for additional investments, another method

agreed with the Trustee.

/ ACCEPTANCE OF CONDITIONS

By submitting an Application Form, you accept and

agree to the conditions in this document. If you do not

accept and agree to these terms and conditions, you

must return this Private Placement Memorandum

immediately to the person providing it to you.

/ CONFIDENTIALITY

You may receive further information in relation to the

Fund from OneVue or any of its related entities or any

of their respective officers, employees, agents or

advisers (Information Parties). You acknowledge that

all information contained in the Private Placement

Memorandum and the further information (together,

Information) must be treated as confidential.

/ NO REPRESENTATION OF COMPLETENESS OR ACCURACY OR THAT REASONABLE CARE TAKEN

None of the Information Parties makes or gives any

representation, warranty, or guarantee, whether

express or implied, that the Information is complete or

accurate or that it has been or will be audited or

independently verified, or that reasonable care has

been or will be taken by them in any way by you in

assuming any contractual or other obligation or

liability, whether in relation to the Units of the Fund, or

any assets held by the Fund.

/ UPDATE TO INFORMATION

Information set out in this document is subject to

change from time to time. Information not materially

adverse to Unit Holders in the Fund may be amended

without issuing an updated or supplementary

document. Any updates to Information will be sent to

Unit Holders electronically.

/ FUTURE MATTERS AND PROJECTIONS

Nothing contained in this Private Placement

Memorandum or any other Information is, or should be

relied upon as a representation as to future matters.

The Information may contain projections, estimates,

forecasts, and other forward looking information,

including some Information which has been compiled

by independent persons (together, Forecasts).

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Matters relating to the Fund are influenced by many

factors. Accordingly, the Forecasts, if any, are based

on assumptions which are subject to significant

uncertainties and contingencies, some of which are

outside the control of the Information Parties. No

representation, warranty or guarantee whether express

or implied, is made or given that any Forecast

contained in the Information will be achieved and actual

future results may vary significantly from the Forecasts

and the assumptions on which they are based.

Specifically, the provision of Information sourced from

independent persons is solely to provide additional

information to you and is not, and should not be taken

as an endorsement by OneVue of its contents. Nor

does reference to any person by OneVue (or any other

person) in the provision of Information indicate that

such a named person endorses the Fund, OneVue or

is otherwise connected with the issue of Units.

The value of your investment may rise and fall, and at

times your returns may be negative. Neither OneVue,

nor any of its related companies, directors, officers or

our external service providers, guarantees that your

investment will appreciate in value or retain its value,

guarantee the repayment of capital or guarantee the

performance of the Fund. Investment in the Fund is

subject to investment risk including possible delays in

repayment and loss of income or of capital invested.

/ POTENTIAL INVESTORS TO MAKE INDEPENDENT INVESTIGATIONS

This Private Placement Memorandum is provided on

the express basis that it does not purport to provide

all the information that you may require to evaluate or

make an investment decision. You should carry out

independent inquiries and investigations into, and

independent assessment and review of, the

Information including the Forecasts and should make

your own independent decision regarding investment

in the Fund. None of the Information Parties accepts

any responsibility for any inference, interpretation,

opinion or conclusion that you may draw or form

from the Information or which may otherwise be

based on or arise from the Information. OneVue

strongly recommends that you obtain independent

financial, legal and taxation advice before deciding

to acquire Units in the Fund. No independent review

of the Units in the Fund has been obtained or

commissioned by OneVue.

/ GST

Unless stated otherwise, all fees are exclusive of GST.

All monetary amounts referred to in this document are

given in Australian dollars (unless otherwise specified).

/ UNREGISTERED MANAGED INVESTMENT SCHEME

The Fund is not currently registered with the ASIC

pursuant to Chapter 5C of the Corporations Act and is

not required to be so registered. The Fund may

become registered with the ASIC at some time in the

future and by acquiring Units in the Fund, Unit Holders

are taken to agree to the Fund becoming registered at

that future time.

/ CAPITALISED TERMS

Capitalised terms have the meaning given to those

words in the Glossary of Terms section of this Private

Placement Memorandum.

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THE TYCHE PROPERTY FUND

Tyche Asset Management is the investment manager

of the Tyche Property Fund (Fund), an open-ended

unregistered unit trust specifically designed for the

Australian wholesale market and will also qualify as a

Complying Significant Investment (Balancing

Investment) for the Australian Government’s

Significant Investor Visa (SIV) and as a Complying

Premium Investment for the Australian Government’s

Premium Investor Visa (PIV) (see page 8).

The Fund is open for investment by wholesale

clients only1.

OVERVIEW OF THE OFFER

/ INVESTMENT OBJECTIVE

The Fund’s objective is to deliver returns on equity of

at least 15% per annum after fees and before tax.

Returns are not guaranteed by OneVue nor any other

party associated with this offer. As at the date of this

PPM, the Fund is newly established and has no

performance history. The investment objective is

expressed after the deduction of management fees,

expense recoveries but before taxation.2 The

investment objective is not intended to be a forecast.

The investment objective is only an indication of what

the investment strategy aims to achieve over the

medium to long term, assuming property markets

remain relatively stable during that time. The Fund

may not achieve its investment objective.

1 See sections 761G & 761GA of the Act 2 See pages 12 for details on fees and costs and page 14 for details on taxation.

/ INVESTMENT STRATEGY

The Fund will invest in Australian commercial,

industrial and or residential property assets.

The Fund accommodates three property strategies,

namely development and sale of properties,

development and management of properties, as well

as the purchase and management of established

properties.

The Fund aims to provide property development

investors with exposure to capital growth and some

potential for income from the Property.

The Fund aims to provide property management

investors with exposure to income generation and

the potential for capital growth.

In each instance, Tyche retains the discretion to

select the Property for the Fund. Details of the

Property will be provided to Unit Holders in the

Property Supplement.

If the intention is for the Property to be developed

and then sold, the marketing and timing of the

Property’s sale at the end of the term will be

important. The sale will be effected to provide

liquidity and maximise the return to Unit Holders at

that time. For this reason, and to take advantage of

market conditions the Trustee has the flexibility to sell

the Property at the end of the term plus or minus

one year.

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If the intention is for the Property to be retained as

an income generating asset, Tyche will engage an

external, professional operator to manage the

Property on behalf of investors.

The Fund’s properties developed for sale will invest

with an anticipated time horizon of up to five (5)

years, with the possibility of a two (2) year extension

subject to Unit Holders’ approval. The Fund will have

a review period within the second (2nd) year, at

which time we will deliver to investors the strategy for

the Fund’s remaining term, including its proposed

wind up date.

The Fund’s property purchases or developments

earmarked for ongoing property management will

not operate under any investment time horizon

restrictions.

/ INVESTMENT PROCESS

/ FUND STRUCTURE

The Fund offers different classes of units that are

referable to separate real estate assets. The Fund will

invest the assets of each class via a separate trust

(Sub-Fund) that will in turn purchase interests in

Property. The Sub-Funds may hold such interests

through further interposed entities or special purpose

vehicles (SPVs) such as unit trusts or companies.

The use of Sub-Funds segregates the various

Property assets and more easily facilitates obtaining

finance in relation to and granting security over such

assets. Sub-Funds can also facilitate the disposal of

the Fund's investments. In the event that market

conditions favour the disposal of a particular asset of

the Fund, the Fund can effect the disposal by selling

the unit holdings in the Sub-Fund with lending or

other arrangements in respect of the Sub-Fund in

tact.

INVESTMENT PORTFOLIO

Tyche will separately provide you with a Property

Supplement containing content related to the

Property into which the relevant Sub-Fund will invest.

LIQUIDITY

The Fund does not offer a redemption facility from a

Property in its development stage.

The Fund will offer a quarterly redemption facility

from a Property in the management stage, subject to

available liquidity.

This means that for a Property held for development

and subsequent sale, investors are required to

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remain invested in the Fund until the winding up

date of the Fund. Accordingly, an investment in

the Fund must be considered long term and

illiquid.

This also means that a Property held for

development and subsequent ongoing

management, investors are required to remain

invested in the Fund at least until the completion

of the development stage. At this point, the Fund

would begin to offer a quarterly redemption

facility, subject to available liquidity.

/ INVESTOR PROFILE

The Fund offers an opportunity for SIV, PIV,

wholesale and high net-worth investors to take

advantage of opportunities as they arise across

the commercial, industrial and or residential (where

permissible) property market sectors.

/ ABOUT THE INVESTMENT MANAGER

Tyche Asset Management was established in 2014

to fill a perceived gap in the Australian asset

management space.

Tyche’s portfolio managers have experience from

leading global firms and specialist boutiques.

Tyche is committed to focusing on the risk of

capital loss, and will apply their experience gained

across both global and Australian markets in

implementing the Fund's investment strategy.

Tyche predominately uses research and insights

generated in-house by its investment team. Key

investment management staff will be directly

managing the Fund. The investment team

members are also co-owners of Tyche, providing

management stability.

/ ABOUT THE TEAM

MATTHEW FISK

Project Manager

Matthew Fisk is an entrepreneurial property

development executive specialising in major urban

regeneration projects across residential, commercial,

retail and mixed use developments.

Matthew was the entrepreneur responsible for

conceptualising and delivering the world’s largest

water theme park, “Wet ‘n’ Wild Sydney”. Matthew

sold this project to ASX listed Village Roadshow

Limited.

Before the transition across to Tyche, Matthew was

the Development Director at Oracle Real Estate

Partners. Prior to that, Matthew held senior

development positions with the ASX listed Mirvac

Group, Austcorp and Domaine Property Funds

Limited.

He brings 16 years of experience to the table at

Tyche.

Matthew is a registered property valuer, and the

driving force behind the day to day management of

the development projects.

NEIL SHELSWELL, CFA

Fund Manager, CIO

Neil Shelswell is an investment executive with over

15 years of experience gained around the world.

Neil has been CIO and one of the Portfolio

Managers at Tyche Asset Management since its

inception in 2014.

Before Tyche, he was a financial adviser specialising

in wealth management at a boutique firm where he

designed and ran all their investment programmes.

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Prior to that, Neil had worked at both UBS

Investment Bank and UBS Wealth Management,

most recently as Head of Discretionary Portfolio

Management, Australia.

ZHIMING LIU, CFA

Fund Manager, CEO

When Zhiming founded Tyche in 2014, he brought 10

years of global investment experience with him,

drawn from several segments of the financial

markets. Mr Liu is experienced in investing in

equities, debentures, bonds and cash exposures.

Zhiming has also managed direct and indirect real

estate investments.

His investment style incorporates elements of both

value and growth investing, flexibly applied to take

advantage of market movements and trends.

/ SIV & PIV COMPLIANCE

Tyche intends to ensure that (once investment in the

Property has been effected) investment in the Fund

will comply with the requirements for:

• Complying Significant Investments (Balancing

Investments) under the Australian Government's

revised Significant Investor Visa (SIV) regulatory

framework; and

• Complying Premium Investments under the

Australian Government's Premium Investor Visa

(PIV) regulatory framework

which came into effect on 1 July 2015 under the

Migration Amendment (Investor Visas) Regulation

2015 (Migration Regulation) and the Migration

(IMMI 15/100: Complying Investments) Instrument

2015 (Migration Instrument).

Tyche will confirm compliance with the Complying

Significant Investments (Balancing Investments) and

Complying Premium Investments requirements to

the Department of Immigration and Border

Protection as required to assist in the SIV and PIV

application process.

There is a regulatory risk in investing in the Fund to

satisfy the requirements for Complying Significant

Investments (Balancing Investments) or Complying

Premium Investments, as the Minister for

Immigration and Border Protection may, in the future,

specify by legislative instrument further or different

requirements for Complying Significant Investments

or Complying Premium Investments.

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KEY RISKS

Every investment contains a degree of risk, and the

Fund is no exception. This risk includes the possibility

of losing some or all of the original investment.

Individual investors will need to assess the level of risk

they are able and willing to tolerate. The Fund should

be considered as having a High risk profile. Before

deciding to invest in the Fund, investors should

consider the risk which may apply to an investment in

the Fund. The Fund’s performance nor return of capital

are guaranteed. A redemption facility in respect of the

units is not offered by the Trustee in all circumstances,

so any investment should be considered illiquid. The

value of the Fund’s assets will be reflected in the value

of an investment in the Fund. Property markets are

volatile. Unit Prices will both rise and fall, as they are

dependent on the market value of the underlying

investments held within the Fund.

/ DEBT POLICY

While investment will be partly funded by investor

equity, debt will be secured from financiers, as

specified in the Property Supplement.

Senior debt funding will typically be sourced on a

limited recourse basis. It is expected that debt will be

secured by a first registered mortgage over the special

purpose vehicle that holds the Property. It is intended

that the financier will only have recourse to the assets

of the Sub-Fund or underlying relevant SPV.

Debt funding will be entered into by the relevant

Sub-Fund and will provide funding for projects with

a maximum permissible gearing level of 80% of

total project cost. Tyche may utilise both senior and

mezzanine funding, and repay and redraw upon

any such facility in order to maximise the efficient

use of capital.

Further, Tyche may consider fixing interest rates and

or purchasing interest rate risk management products

to limit investor exposure to interest rate increases.

Investors should expect that interest will be

capitalised.

/ FUND SPECIFIC RISKS

FUND RISK

There are risks that apply in particular to the Fund,

such as changes of investment managers or Trustee.

This could occur if 75% of all Unit Holders vote in

favour of such a motion at a Unit Holder’s meeting.

LIQUIDITY RISK

Should the Fund have difficulties selling the Property,

access to cash could be delayed. Investments in this

Fund should be considered to be an illiquid

investment.

VOLATILITY RISK

Market price volatility in the underlying assets of the

Fund may well result in variations in the amounts

distributed to Unit Holders, and in Unit Prices

themselves.

INVESTMENT SELECTION RISK

The selected Property may not perform as well as

others.

POLITICAL & LEGAL RISKS

The Fund’s asset values may be affected by

uncertainties surrounding economic and/or political

developments. Changes in legislation and regulations

ether in Australia or overseas may affect Fund asset

values.

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CURRENCY RISK

The Fund will be denominated in Australian dollars,

which is subject to appreciation and depreciation

against investors’ measurement currency.

TAXATION CHANGE RISK

Changes in taxation policy may impact the redemption

value issued to investors.

NO TRACK RECORD

The Fund is newly established and does not yet have

any performance history over the longer term.

NEW MANAGER RISK

The Investment Manager is a recently incorporated

entity and has limited experience as a corporate entity.

RISK RELATING TO THE LACK OF A

REDEMPTION FACILITY

The Fund does not provide a redemption facility in

respect of units in the Fund. Therefore, investment in

the Fund should be considered illiquid. Investors may

transfer their units to third parties - see the section

"Transfer of Investments" for details and restrictions.

RELATED PARTY TRANSACTIONS

The Fund reserves the right to enter into related party

transactions. The terms of any such transactions

would be executed upon arm’s length terms.

Should any specific investment opportunity, property

or project involve any related party transaction, such

transaction will be fully disclosed in the Property

Supplement.

FORCE MAJEURE EVENTS

Such events include acts of God, war and/or terrorism,

fire, flood, earthquakes and labour disputes. All of

these may negatively affect the Property and the

property market.

VALUATION

The value at which the Fund’s investments can be

liquidated may differ, sometimes significantly, from

interim valuations. In addition, the timing of liquidations

may also affect the values obtained on liquidation.

Assets traded by the Fund will generally be illiquid and

unlisted. Property assets held by the Fund may be

difficult or costly to value. Valuations may be based on

assumptions and estimates, which may be materially

higher than the values that the Fund ultimately realises

upon the maturity of the investments, or upon their

sale. Investors should be aware that valuation

uncertainties as to the property assets could have an

adverse effect on the net asset value if the Trustee or

valuer's judgements regarding appropriate valuations

should prove incorrect.

INTERPOSED ENTITIES

The Fund may gain certain Property exposures via

investment in interposed entities such as other trusts

and companies. The Trustee and/or Tyche may not

have little or no control over the interposed entities into

which it invests. Investment will generally be made in

interposed entities without any direct security interest

being granted for the benefit of the Fund or its

investors.

/ KEY PERSON RISK

Tyche has specialist investment personnel who are

responsible for implementing the investment process.

If this key investment staff were to leave, the manager

could be destabilised by consequence.

Neil Shelswell is the key person under Tyche's AFSL.

He is also one of the founding Principals, whose future

is tied to the long term success of the firm.

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/ CONSTRUCTION AND DEVELOPMENT RISK

The Fund may invest in a Property which has

development potential and/or may involve

construction activities. Such investment is likely to

involve exposure to construction, development and

facilities management risks including the following:

RELIANCE ON KEY CONTRACTS AND ABILITY

TO REPLACE KEY CONTRACTS

Construction companies are often reliant on a small

number of key contracts, which form the basis of the

construction company’s forecast financial figures. The

ongoing financial viability of construction companies is

dependent on the company’s ability to replace

individual key contracts in the event that the contract

is completed or otherwise discontinued (including

where conditions are not satisfied) and the accuracy

of cost estimations performed in tendering for key

contracts.

TIME DELAYS

Development approvals, complex construction

specifications, changes to design briefs, legal issues

and other documentation changes may give rise to

delays in construction completion, loss of revenue and

cost over-runs. Other time delays that may arise in

relation to construction and development include

supply of labour, scarcity of construction materials,

inclement weather conditions, land contamination and

unforeseen environmental issues, industrial action that

may arise from Occupational Health and Safety issues.

Objections raised by community interest groups,

environmental groups and neighbours may also delay

the granting of planning approvals, affecting the overall

progress of a project.

RELIANCE ON SUBCONTRACTORS

Construction companies often engage subcontractors

to undertake construction activities. Various risks may

arise from a company using subcontractors to

complete significant parts of construction and

development projects. There is a risk that

subcontractors may fail to perform the contract, may

become insolvent in the course of a project or may

have insufficient indemnity insurance to cover any

potential claims that may arise against them.

DESIGN RISK

There is a risk that design problems or defects may

result in rectification or other costs or liabilities.

/ GENERAL RISKS

MARKET RISK

The risk that the price of properties fall. Market prices

are subject to a numerous factors. These include

economic conditions, government regulations, market

sentiment, local and international political events and

environmental issues.

INFLATION RISK

The risk that the prices of goo`ds and services will

outpace growth in the value of investments.

INFORMATION RISK

We are committed to ensuring that your information

is kept secure and protected from misuse and loss

and from unauthorized access, modification and

disclosure. We use the internet in operating the

Fund, including that records may be stored in the

cloud. If stored overseas, different privacy and other

standards may apply there. Our Privacy Policy is

discussed below.

The internet does not however always result in a

secure information environment and although we

take steps we consider reasonable to protect your

information, we cannot absolutely guarantee

its security.

- 12 -

FEES AND CHARGES

/ CAPITAL RAISING (ENTRY) FEES

Up to 3% + GST of the principal investment amount

upon successful launch of the Fund

/ INVESTMENT MANAGEMENT FEES

Up to 2% p.a. + GST of the Fund’s gross asset value

/ DEBT ARRANGEMENT FEE

Up to 2% + GST of the gross value of the amount of

debt sourced and applied in respect of a Sub-Trust

underlying a class of units

/ PROPERTY DEALING FEE

Up to 2.5% p.a. + GST of the gross value of the

relevant property asset

The exact fees for this Fund are specified in the

attached Property Supplement.

/ ADMINISTRATION EXPENSES

The Fund’s Trust Deed entitles Tyche to be

reimbursed out of the Fund’s assets for expenses

properly incurred in operating the Fund (including any

GST incurred on such expenses). Such expenses

include: registry fees, legal expenses, and stationery,

postage, and insurance and compliance costs.

Tyche Asset Management has determined that these

fees should not exceed a maximum level of 1.0% per

annum of net asset value of the Fund.

Transaction costs (such as custodian fees,

government taxes, duties and levies, bank charges,

accounting, Tax consulting, auditing and account

transaction charges) are paid out of the Fund’s

assets quarterly. On occasion, abnormal costs are

permitted to be paid out of the Fund. Such abnormal

costs may include the costs of holding Unit Holders'

meetings, effecting changes to the Trust Deed of the

Fund or terminating the Fund.

Tyche will not be reimbursed from the Fund for any

expenses that it incurs which are directly attributable

to the running of Tyche’ own business (for example,

internal salary expenses and overheads).

/ PERFORMANCE FEE STRUCTURE

A performance fee may be payable in respect of each

Unit class, and may be charge within the Fund or

within the Sub-Fund referable to the Unit class, in

accordance with the relevant trust deed. The Fund’s

Trust Deed allows for payment of a performance of

up to 50% + GST of any returns to investors,

including both income and capital gains.

The exact fee for each Unit class is specified in the

relevant Property Supplement.

/ INTEREST ON THE TRUST ACCOUNT

OneVue is required to maintain a trust account for

the Fund. The trust account held by OneVue is

operated by the Fund’s Unit registry provider OneVue

Fund Services Pty Limited. Any net interest earned

(after fees) on this trust account is retained by

OneVue and is not passed onto investors.

- 13 -

UNITS IN THE FUND

/ VALUATION OF FUND ASSETS

The Fund’s net asset value is calculated by deducting

Fund liabilities from its assets. Tyche can choose its

valuation methods and policies for the Fund, and

may change these methods and policies from time

to time in line with market practices.

Liabilities will include all significant accrued income

and expenses that are due and payable to or by the

Fund. The Fund valuation is performed quarterly. The

Trustee may choose to conduct a valuation at any

time, at its sole discretion.

/ UNIT PRICING

The Fund’s Unit Price is calculated by dividing the

Fund’s net asset value by the number of Units on

issue. This calculation shall be done quarterly.

/ ISSUE PRICE

The Fund’s Unit Issue Prices are based on the Unit

Price of the Fund, then adjusted by a transaction

cost allowance. The Issue Price will have the

transaction cost allowance added to the Unit Price.

/ INCOME DISTRIBUTION AND REINVESTMENT

The Fund is not a tax paying entity as the Trustee

must distribute all of the income of the Fund in each

financial year. Income and any net realised capital

gains are distributed annually and are usually paid

after June 30th. In the absence of instructions to the

contrary, Tyche will automatically reinvest

distributions, creating additional Units in the Fund for

the relevant Unit Holders.

The net income of the Fund for each annual

distribution period is calculated at the end of the

distribution period. In the event that you have an

investment in the Fund at the close of business on

the last day of the period, you are entitled to a share

of the Fund’s net income for that period in proportion

to the number of Units held in the Fund.

- 14 -

TAXATION

All tax information in this document is intended only

as a guide and thus should not be relied upon as a

complete statement of all relevant laws. It is highly

recommended that all prospective investors read this

document fully and also seek independent

professional advice as to any taxation implications of

investing in the Fund. Under existing Australian tax

legislation, no tax is payable by the Fund, as all

taxable income including net capital gains of the

Fund is distributed to investors each year. Any and

all taxable income that is distributed, including all

reinvested distributions, will be treated as part of the

investors’ assessable income in the year of

entitlement. The rate of tax an investor in the Fund

may pay depends on many factors, including the

type of distribution. Distributions can be classified as

income, tax credits (franking credits attached to

dividend income as well as credits for tax paid on

foreign income) or net capital gains. It is possible that

some distributions should not be included in the

investor’s tax return but will instead reduce the cost

base of the investments themselves for capital gains

tax purposes.

/ GOODS AND SERVICES TAX (GST)

GST will not apply to funds used in application for

Units in the Fund, or for withdrawals from the Fund.

It will be charged on the price of purchases made by

the Fund in carrying out its investment duties. It will

also apply to reimbursable expenses and any

management fees payable by the Fund. The Fund

may be entitled to claim a Reduced Input Tax Credits

(RITC) refund for part of the GST included in the

price of most purchases, and will do so when

possible.

/ TAX ON WITHDRAWALS

Withdrawals from the Fund may be subject to Capital

Gains Tax (CGT), as it will be treated as a disposal of

investments for tax purposes.

Individual investors who have held an investment for

over 12 months may be entitled to a CGT concession

that would halve the investor’s CGT liability.

Other taxpayers may be entitled to a 33.33% CGT

concession if they have held the investments for over

12 months.

/ TAX REPORTING

Following the end of the financial year, OneVue Fund

Services Pty Limited (ABN 18 107 333 308) (OneVue

Fund Services) shall deliver tax statements to its

investors. There is no obligation for investors to

provide a Tax File Number (TFN) or Australian

Business Number (ABN). Yet if neither is provided

and a valid exemption is not claimed, OneVue Fund

Services is obligated to deduct the highest marginal

tax rate from investor’s distributions, as well as the

Medicare levy, in order to comply with Australian

Taxation Office (ATO) requirements.

- 15 -

TRUST DEED

The Fund is established by the Trust Deed, which is

the framework for its operation, and sets out certain

rights, duties and obligations of OneVue as the

Trustee.

Its principal provisions include those dealing with:

/ RIGHTS OF UNIT HOLDERS

Subject to the Trust Deed of the Fund, Unit Holders

are generally entitled to:

a) receive a share of the Fund’s distributable

income;

b) transfer Units;

c) receive confirmation of investment;

d) receive acknowledgement of Units held;

e) receive annual audited accounts; and

f) inspect the Trust Deed.

You may contact the Trustee or Tyche for a copy of

the Trust Deed.

/ UNIT HOLDERS’ MEETINGS

Subject to the Trust Deed of the Fund, Unit Holders

are also entitled to requisition, attend and vote at Unit

Holders’ meetings for the Fund. A Unit Holder is

bound by a resolution of Unit Holders, whether or not

they attend the meeting at which it is passed.

/ INTEREST IN THE FUND – CLASSES OF UNITS

Each Unit issued in the Fund entitles the Unit Holder

to a beneficial interest in the assets referrable to the

class of Units in which you invest. Investing in the

Fund does not give an interest in any particular part

or assets of the Sub-Fund.

/ UNIT HOLDER LIABILITY

The Trust Deed limits a Unit holder’s liability in the

Fund to the amount the investor has invested,

however the law in relation to Unit holder liability has

not yet been settled. The Trustee is allowed by the

Trust Deed to recover from you any taxes or other

amounts that the Fund is required to pay because

you hold Units or because of any action you have

taken or failed to take, either by deduction from

amounts payable to you Units.

/ THE TRUSTEE'S INDEMNITY AND LIABILITY

The Trustee is indemnified under the Trust Deed for

all amounts incurred by it in the proper performance

of its duties. The Trustee’s liability to Unit Holders is

limited to the Trustee’s ability to be indemnified from

the Fund subject to the law and the Trustee acting

without breach of trust, fraud or gross negligence

involving a failure to show the degree of care and

diligence required of it.

/ REMOVAL OF TRUSTEE

The Trustee may be removed from office by a

resolution of Unit Holders, provided that the Trustee

is given three months' prior written notice, and a new

Trustee is appointed by such resolution of Unit

Holders and accepts by the execution of a document

that the new Trustee is bound by the terms of the

Trust Deed.

/ TERMINATION OF THE FUND

The Trustee can terminate the Fund at any time

with the consent of Tyche or when required by law.

If the Fund is terminated, we will realise the Fund’s

- 16 -

assets and pay off the Fund’s liabilities (including

those incurred in winding up the Fund and any

unpaid fees).

Unit Holders are then entitled to a share of the

balance of the assets in accordance with the

Fund’s Trust Deed. This will be the final distribution

of the Fund, which may include both a capital and

income component.

It is the Trust Deed of the Fund which binds all Unit

Holders. The provisions of the Trust Deed will prevail

over statements in this Private Placement

Memorandum in the event of any inconsistency.

OneVue, as Trustee, may alter or modify the Trust

Deed in accordance with the provisions of the Trust

Deed and any relevant provisions of the Corporations

Act. Other factors that may affect provisions of the

Trust Deed are future amendments to the law

governing managed investment schemes as well as

any relevant changes to ASIC regulations.

We have only summarised and paraphrased

important provisions of the Trust Deed, and have not

summarised all provisions within the Trust Deed. As

such, Unit Holders should read the Trust Deed for the

detailed terms about the operation of the Fund.

Tyche will make available copies of the Trust Deed

upon request.

- 17 -

INVESTING IN THE FUND

/ MINIMUM INVESTMENT

SIGNIFICANT AND PREMIUM INVESTOR VISA

INVESTORS

The Fund is a Complying Significant Investments

(Balancing Investments) for SIV investors and a

Complying Premium Investments for PIV investors.

Tyche has set a minimum initial investment

requirement of AUD $100,000 for these investors.

Additional investments by SIV or PIV investors must

be at a minimum of AUD $100,000, and subject to

approval by the Fund’s Trustee.

WHOLESALE OR SOPHISTICATED INVESTORS

Tyche has set a minimum initial investment

requirement of AUD $100,000.

Additional investments by an existing wholesale

investor must be at a minimum of AUD $100,000,

and subject to approval by the Fund’s Trustee.

/ WHO CAN INVEST IN THE FUND?

Tyche will only accept investments from investors

who fall within the following categories:

1. SIV applicants investing an initial amount of AUD

$100,000 or more;

2. PIV applicants investing an initial amount of AUD

$100,000 or more;

3. Australian citizens or permanent residents

investing an initial amount of AUD $100,000 or more;

4. Australian citizens or permanent residents with net

assets of at least AUD $2.5 million;

5. Australian citizens or permanent residents with a

gross income of at least AUD $250,000 a year for

each of the last two years.

6. Persons who qualify as a “professional investor”

within the meaning of the Corporations Act.

7. Persons who qualify as a “sophisticated investor”

within the meaning of the Corporations Act.

Persons applying under categories 1 to 5 must

provide Tyche with a copy of a qualified accountant’s

certificate dated within the preceding six (6) months

certifying that they either meet the required net

assets criteria or that this person earned at least AUD

$250,000 (gross income) a year for each of the last

two (2) financial years.

Persons applying under category 7 shall be

permitted as a “sophisticated investor” within the

meaning of the Corporations Act, where:

a. Tyche has reasonable grounds to be

satisfied that the other person has sufficient

previous experience in using financial

services and investing in financial products

that the person can assess the following:

1. both the merits and value of the

product or service;

2. the risks associated with holding the

product;

3. the person’s own information needs

and the adequacy of the information

provided by Tyche Asset

Management (the product issuer);

- 18 -

Persons applying under category 7 shall also be

obliged to meet requirements that:

1. Tyche gives such persons before, or at the

time when the product is provided, a written

statement of Tyche’s reasons for being

satisfied as to those matters;

2. The person signs a written acknowledgment

before, or at the time when the product is

provided, that:

a. Tyche has not given the person a

Product Disclosure Statement;

b. Tyche has not given the person any other

document that would be required to be

given to the person under this Chapter if

the product or service were provided to

the person as a retail client; and

c. Tyche does not have any other obligation

to the person under this Chapter that

Tyche would have if the product or

service were provided to the client as a

retail client.

Please note that references to the word “person”

above include references to corporations and

institutional investors.

HOW TO INVEST?

APPLICATION FOR UNITS

Initial investments in Units of the Fund must be

accompanied by a completed Application Form

which is attached to this Private Placement

Memorandum. SIV and PIV investors must also

complete Form 1413. Subject to acceptance by

Tyche, Units will be issued on the first Application

Day after receipt of the completed Application

Form(s) together with cleared funds at least 7

calendar days prior. Tyche may reject applications for

any reason, in part of in full, at its absolute discretion.

The Trustee will return all application monies where

applications are not accepted or part application

monies where applications are accepted in part. The

Trustee will not pay any interest on application

monies returned to Applicants.

Application Days occur on the Business Day

immediately after the valuation of the Fund’s

assets, and the striking of a Unit Price in the

relevant quarter. The Net Asset Value of the Fund

on the day prior to the relevant Application Day will

determine the relevant value against which the

Issue Price of Units will be calculated.

Investors wishing to apply for additional Units in

the Fund are obliged to complete the Application

Form again.

TRANSFER OF INVESTMENTS

Units may not be sold, transferred or otherwise

disposed of (directly or indirectly) without the prior

written consent of the Trustee. The Trustee has the

right to delay or refuse any request for transfer.

Transfer requests should be made in writing to the

Trustee along with a stamped transfer form. Stamp

duty and capital gains tax may arise from a transfer

of Units.

- 19 -

ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM

For OneVue to satisfy its obligations under counter-

terrorism, taxation and anti-money laundering

legislation, OneVue may require further information

from you in order to verify the source of your funds,

your identity and further related matters. OneVue is

required to sight appropriate documentation as part

of that procedure. OneVue must maintain records of

information obtained. OneVue may disclose investor

information to Tyche to help satisfy any obligations

Tyche has at law. OneVue may also disclose your

information where required by law to do so. In all

other circumstances the information gathered will be

kept confidentially. If you do not provide us with

relevant information, we may not be able to

process your transactions, or may not be able to

issue you Units within the time periods

contemplated in this document. Applying for Units

in the Fund involves your agreement that OneVue

retains absolute discretion as to whether it will

issue Units to applicants. OneVue also retains its

absolute discretion to cancel or redeem any Units

which have been issued to investors if OneVue

believes this to be appropriate in light of its

obligations under the Anti-Money Laundering and

Counter-Terrorism Financing Act 2006

(Commonwealth) or related legislation.

- 20 -

PRIVACY

We respect what you tell us. We use personal

information about you principally to administer your

investment, comply with laws and also to conduct

research. Tyche may also use it to conduct direct

marketing - if you do not want this, say so using the

Application Form or just contact us.

We will not share any information that it has about

you unless:

• our policy allows

• you otherwise agree,

• in circumstances where the Australian Privacy

Principles authorize the use or disclosure

(for example, the law requires, a regulator or

exchange requests),

• we consider that someone needs the

information

(typically because they are a regulator or

exchange, or your adviser or they assist us), or

• to administer your investment.

If you do not provide us with your contact details and

other personal information asked for, we may not be

able to have or keep you as an investor. You may

access the personal information about you that we

hold. If details we hold about you are incorrect, they

will generally be corrected, always free of charge, if

you contact us. We will have no information about

you if you are investing through an administration

platform. A copy of our Privacy Policy is available on

our website.

- 21 -

COMPLAINTS

OneVue prides itself in its service levels, but if

something disappoints you, please contact

OneVue direct.

OneVue will attempt to resolve your concerns

within 45 days. If you remain unhappy OneVue will

always tell you other steps you can take. One of

these is to take your complaint to:

The Financial Ombudsman Service GPO Box 3 Melbourne, Victoria, 3001

T: 1300 78 08 08 | E: info@fos.org.au.

FOS is independent of OneVue.

FOS has some rules which may change from time to

time, including that the claim involved must generally

be under $500,000.

Current details can be obtained from

www.fos.org.au.

- 22 -

SERVICE PROVIDER APPOINTMENTS

For details of service providers appointed for the

Fund, see the Directory on page 23.

OneVue will hold the assets of the Fund on trust.

OneVue may appoint independent custodians

and sub-custodians for such investments at any

time without notice to Unit Holders, on such

terms as OneVue (in consultation with Tyche)

considers appropriate.

Any custodian or sub-custodian so appointed may

not be liable for any loss to the Fund resulting from

any act or omission in relation to the services

provided unless such loss results directly from wilful

misconduct, negligence or fraud.

OneVue will outsource the Fund’s administration to

Unicorn Chartered Accountants who will provide

accounting services, conduct quarterly Unit pricing

calculations, portfolio valuations, and other related

administration and Fund accounting services.

- 23 -

GLOSSARY OF TERMS

‘AUD $’ means Australian Dollars

‘AFSL’ means Australian Financial Services License

‘Application Days’ means Business Days on which

applications are processed

‘Application Form’ means the application form

included in this Private Placement Memorandum

‘ASIC’ means Australian Securities and Investments

Commission

‘ASX’ means Australian Securities Exchange

‘Australian Privacy Principles’ means Schedule 1

to the Privacy Act 1988 (Commonwealth)

‘Balancing Investments’ has the meaning given in

the Migration (IMMI 15/100: Complying Investments)

Instrument 2015.

‘Business Day’ means any weekday during which

most banks are open for general banking business in

NSW

‘Complying Significant Investments’ has the

meaning given in the Migration (IMMI 15/100:

Complying Investments) Instrument 2015.

‘Complying Premium Investments’ has the

meaning given in the Migration (IMMI 15/100:

Complying Investments) Instrument 2015.

‘Fund’ means the Tyche Property Fund

‘GST’ means Goods & Services Tax

‘Information’ means information in relation to the

Fund contained in this Private Placement

Memorandum, the Property Supplement or provided

by any of the Information Parties

‘Information Parties’ means OneVue or any of its

related entities or any of their respective officers,

employees, agents or advisers

‘Issue Price‘ means the price at which Fund Units

are issued

‘Portfolio’ means the Fund’s investments on behalf

of its investors

‘Private Placement Memorandum’ means this

document.

‘Property Supplement’ means the document

detailing the specific property and/or project the

Fund will invest in.

‘The Corporations Act’ means the Corporations Act

2001 (Commonwealth)

‘Trust Deed’ means the Deed establishing the Tyche

Property Fund, executed on 19 June 2015

‘We’, ‘our’, or ‘us’ means Tyche Asset Management

Pty Ltd and OneVue RE Services Limited

‘Unit’ means an individual interest in the Fund as

prescribed in the Trust Deed

'Unit Price' means the Fund's net asset value

divided by the number of Units on issue, as

calculated daily

‘Unit Holder’ means a person who completes and

submits to the Trustee an Application Form and

subscription monies for the Fund in accordance with

the terms of this Private Placement Memorandum,

whose application has been accepted, and who has

been registered as a holder of Units under the terms

of the Trust Deed

DIRECTORY

MANAGER

TYCHE ASSET MANAGEMENT PTY LTD

ACN 603 645 647 AFSL 473800

Suite E, Level 31 2 Park Street Sydney NSW 2000 Australia

T: +61 2 9266 0066 FAX: +61 2 9266 0088

info@tycheam.com.au

www.tycheam.com.au

TRUSTEE

ONEVUE RE SERVICES LIMITED

ACN 101 103 011 AFSL 223271

Level 5, 10 Spring Street Sydney NSW 2000 Australia

reservices@onevue.com.au

AUDITOR

MOORE STEPHENS

Level 15, 135 King Street Sydney NSW 2000 Australia

ADMINISTRATOR

UNICORN CHARTERED ACCOUNTANTS

ABN 77 827 916 205

MLC Centre Level 57, 19-29 Martin Place Sydney NSW 2000 Australia

LEGAL

BAKER & MCKENZIE

AMP Centre Level 27, 50 Bridge Street Sydney NSW 2000 Australia