bmyg australia ipo opportunities fund tranche 1...

BMYG Australia IPO

Opportunities Fund – Tranche 1

Information Memorandum 28 November 2016 Any offer contained in this Information Memorandum is only available for acceptance by Wholesale Clients within the meaning of the Corporations Act), and is NOT available to Retail Clients.

Open Date: 28/11/2016

Closing Date: 09/12/2016

Information Memorandum

© Hall and Wilcox Information Memorandum 2

BMYG Australian IPO Opportunities Fund - Information Memorandum Final

Important Information

This Information Memorandum is issued by Vasco Investment Managers Limited ACN 138 715 009

AFSL 344486 (‘Vasco’ or ‘Trustee’), the trustee of the BMYG Australia IPO Opportunities Fund

(‘Fund’). BMY Group Pty Ltd ACN 133 561 887 (‘BMY’ or ‘Manager’) is the investment manager

for the Fund. This IM is provided to potential investors on a personal and private basis. It is

indicative only and may be subject to change by the directors of the Trustee.

The Fund, at the date of this Information Memorandum, is not required to be, and is not, registered

as a managed investment scheme pursuant to section 601ED of the Corporations Act. This

Information Memorandum is not a product disclosure statement for the purposes of Part 7.9 of the

Corporations Act. Interests in the Fund will primarily be issued as units in the Fund (‘Units’). The

Fund’s trust deed (‘Trust Deed’) provides for different Unit tranches. Under the Trust Deed, the

different Unit tranches may have different rights and obligations. The performance of different

tranches of Units may also differ depending on the investments of that tranche. Holders of different

tranches of Units will be treated fairly.

Interests in the Fund will be issued only on receipt of a validly completed Application Form issued

together with this Information Memorandum, and the receipt of cleared funds. The offer or invitation

to subscribe for interests in the Fund is subject to the terms and conditions described in this

Information Memorandum.

Any offer contained in this Information Memorandum is only available for acceptance by Wholesale

Clients, and is not available to Retail Clients, all within the meaning of the Corporations Act.

The distribution of this Information Memorandum and the offering of interests in the Fund may be

restricted in certain jurisdictions. No recipient of this Information Memorandum in any jurisdiction

may treat it as constituting an invitation or offer to them to apply for interests in the Fund unless, in

the relevant jurisdiction, such an invitation or offer could lawfully be made to that recipient in

compliance with applicable law.

Prospective applicants should inform themselves as to the legal requirements and consequences

of applying for, holding, transferring and disposing of Units and any applicable exchange control

regulations and taxes in the countries of their respective citizenship, residence, domicile or place of

business. It is the responsibility of a prospective investor outside Australia to obtain any necessary

approvals in respect of applying for, or being issued with, Units.

Unless otherwise agreed with the Trustee, any person applying for Units will by virtue of the

person’s application be deemed to represent that they are not in a jurisdiction which does not

permit the making of an offer or invitation as detailed in this Information Memorandum, and are not

acting for the account or benefit of a person within such jurisdiction.

The Fund, the Trustee and the Manager do not bear any liability or responsibility to determine

whether a person is able to apply for Units pursuant to this Information Memorandum.

This Information Memorandum does not purport to contain all the information that a prospective

investor may require in evaluating a possible investment in the Fund.

The Trustee reserves the right to evaluate any applications and to reject any or all applications

submitted, without giving reasons for rejection. The Fund, the Trustee and the Manager are not

liable to compensate the recipient of this Information Memorandum for any costs or expenses

incurred in reviewing, investigating or analysing any information in relation to the Fund, in

submitting an application or otherwise.



No cooling off applies to the issue of Units.

This Information Memorandum must be read in conjunction with the Trust Deed. Prospective

investors should review the Trust Deed for further information regarding the rights and obligations

of investors of the Fund. To the extent there are any inconsistencies between the Trust Deed and

this Information Memorandum, the Trust Deed will prevail.

In providing this Information Memorandum, the Trustee has not taken into account the recipient’s

objectives, financial situation or needs and accordingly the information contained in this Information

Memorandum does not constitute personal advice for the purposes of section 766B(3) (“personal

advice”) of the Corporations Act. None of the Trustee, the Manager, or their related parties,

officers, employees, consultants, advisers or agents warrant that an investment in the Fund is a

suitable investment for the recipient.

None of the Trustee, the Manager, or their related parties, officers, employees, consultants,

advisers or agents have carried out an independent audit or independently verified any of the

information contained in this Information Memorandum, nor do they give any warranty as to the

accuracy, reliability, currency or completeness of the information or assumptions contained in this

Information Memorandum, nor do any of them, to the maximum extent permitted by law, accept

any liability whatsoever however caused to any person relating in any way to reliance on

information contained in this Information Memorandum or any other communication or the issue of

Units.

The Trustee strongly recommends that potential investors read this Information Memorandum in its

entirety and seek independent professional advice as to the financial, taxation and other

implications of investing in the Fund and the information contained in this Information

Memorandum.

None of the Trustee, the Manager, or their related parties, officers, employees, consultants,

advisers or agents, guarantee the repayment of capital invested in the Fund, the payment of

income from the Fund or the performance of the Fund or an investment in the Fund generally. As

with any investment there are inherent risks in investing in the Fund, including the risk that an

investment in the Fund is speculative, that the investment may result in a reduction in, or total loss

of, the capital value of the investment, loss of income and returns that are less than expected or

delays in repayment of capital.

See Section 8 (Risks of Investing) for further information about the risks involved in making an

investment in the Fund.

The contents of this Information Memorandum are:

not intended to be disclosed to any person other than the person to whom this Information

Memorandum has been provided to by the Trustee;

strictly confidential; and

not to be reproduced, either in whole or in any part or parts, without the Trustee’s prior written

consent and, if such written consent is given, only in accordance with that consent.

It is important that potential investors read the entire Information Memorandum Information

Memorandum before making any decision to invest in the Fund. In particular, it is important that

potential investors consider the risks outlined in Section 8 (Risks of Investing) that could affect the

performance of an investment.

The Trustee has not authorised any person to give any information or make any representations in

connection with the Fund which are not in this Information Memorandum and if given or made such



information or representations must not be relied upon as having been authorised by the Trustee.

Any other parties distributing this product to investors are not the Trustee’s agent or representative

and are doing so on their own behalf. The Fund, the Trustee and the Manager are not responsible

for any advice or information given, or not given, to potential investors by any party distributing this

product and, to the maximum extent permitted by law, accept no liability whatsoever for any loss or

damage arising from potential investors relying on any information that is not in this Information

Memorandum when investing.

The primary language of this document is English. This document may be translated into different

languages. Any translations provided are for reference purposes only. If there is any inconsistency

or conflict between the English version of this Information Memorandum and versions of this

Information Memorandum in any other language, the English version prevails.

All references to $ amounts are references to Australian Dollars.

A glossary of terms used in this Information Memorandum is included in Section 12 (Glossary).

The information in this Information Memorandum is general information only and does not take into

account your financial situation, objectives or needs. The information can change, and may be

updated or replaced from time to time. Unless the changed information is materially adverse, the

Trustee may not always update or replace this Information Memorandum to reflect the changed

information. Updated information can be obtained by contacting the Trustee or your adviser. You

should check if there is any updating information before you invest.




Contents

1 Fund Summary and Key Features 7

2 Key Parties 10 2.1 Trustee & Administration Manager 10 2.2 Manager 10

3 How the Fund Works 13 3.1 Investment objective 13 3.2 Investment parameters 13 3.3 Change of investment objective or parameters 14 3.4 Capital not guaranteed 14 3.5 How the Fund is structured 14 3.6 Investment process 15

4 Benefits of Investing in the Fund 16

5 How to Invest in the Fund 17 5.1 Opening and Closing Dates for Tranche 1: 17 5.2 General 17 5.3 Additional investments 17 5.4 Payment 18 5.5 Issue price 18 5.6 Authorised representative 18

6 Withdrawing from the Fund 19 6.1 Withdrawals from the Fund 19 6.2 Electronic instructions 19

7 Distributions 21

8 Risks of Investing 22 8.1 General 22 8.2 Market risk 22 8.3 Company specific risks 22 8.4 Liquidity risk 22 8.5 Diversification risk 23 8.6 Interest rate risk 23 8.7 Regulatory risk 23 8.8 Fund risk 23

9 How Managed Investment Schemes are Taxed 24

10 Fees and Costs 25 10.1 Investor fees and costs 25 10.2 Incidental fees and costs 26 10.3 GST 26 10.4 Fee changes 26

11 Other Information 27 11.1 Privacy policy 27 11.2 Trust Deed 27 11.3 Termination of Fund 27 11.4 Trustee’s role, obligations and rights 27



11.5 Trustee’s indemnity and limitation of liability 28

12 Glossary 29

13 Directory 31




1 Fund Summary and Key Features

The table below is a summary of the key features of an investment in the Fund. Potential

investors should read the whole of this Information Memorandum to obtain more detailed

information.

Item Detail

Investment objective

(refer to Section 3)

The Fund offers investors an opportunity to invest in pre-IPO, IPO securities and private placements of listed securities which are selected and managed by BMY.

It is intended that the Fund will deliver capital growth. The investments of the Fund may also earn income in the form of dividends or distributions from the relevant securities in which the Fund invests .

What types of investor is the Fund suitable for?

Wholesale and sophisticated investors seeking:

capital growth

a short to medium term investment

with a reasonable risk tolerance

Target return 20% This return is only a target and is not guaranteed)

Minimum initial investment

A$ 100,0001

Minimum additional investment

A $10,000

Tranche 1

Opening Date

Closing Date

Date of Unit Issue

28/11/2016

09/12/2016

12/12/2016

1 This amount may be varied by BMY at its absolute discretion subject to the investor meeting the requirements of a

wholesale client under the Corporations Act.



Item Detail

Fees

(refer to Section 10)

Application fee – 1% of total investment amount, or as otherwise agreed.

Transfer fee - Up to 0.5% of the value of units to be transferred where units are transferred.

2

Ongoing fees:

Management Fee – 1.2% per annum of the Net Asset Value of the relevant tranche, paid monthly in arrears. This fee covers all day to day expenses of operating the Fund, including the administration costs, etc. Where this fee is insufficient to pay the fees due to the Trustee and Fund Administration Manager the Investment Manager will pay these fees themselves.

Performance Fee - This fee will be earned if the Fund exceeds the performance hurdle. The performance hurdle is the Reserve Bank of Australia cash rate + 3 % p.a annualised (‘Performance Hurdle’).

Once the performance hurdle is exceeded, the following performance fees are charged.

Range of Outperformance Performance Fee

Above the Performance Hurdle but below 30% (annualised)

20% of the out performance

Over 30% (annualised) 30% of the out performance

The performance fee is payable on a half yearly basis.

Expense Recoveries – In addition to the management fee and performance fee, the Trustee may also seek to recover extraordinary expenses incurred in operating the Fund (e.g. litigation expenses, costs of holding a meeting of unit holders and costs relating to replacing and changing the trustee) directly from the assets of the Fund.

A Termination Fee or Trustee Replacement Fee is also payable to Vasco when the Fund is wound up or if it is replaced by another trustee.

Distribution frequency

(Refer to Section 7)

It is generally expected that distributions will be paid every half a year.

Investors may reinvest distributions, subject to the Trustee’s consent.

Investment term

Each tranche has a investment term of 24 months. At the end of the 24 months period, the tranche will be terminated and its assets will be sold to return capital to investors. It may take up to a further 12 month period for the assets of the Tranche to be sold and funds paid back to investors. The Manager may return part or all of the investor capital before the end of the 24 month period if it is able to realise assets at

2 The Trustee may waive this fee in its absolute discretion.



Item Detail

what it believes to be a reasonable price.




2 Key Parties

2.1 Trustee & Administration Manager

(a) Vasco Investment Managers Limited (‘Trustee’) and Vasco Funds Management

Pty Ltd (‘Administration Manager’) are part of an investment management group

that provides responsible entity, trustee, fund administration and distribution

services to Australian and international investment managers.

The Vasco team have significant experience in the Asia Pacific region in the

management of equity funds, fixed income funds, REITs, private equity real estate

funds, real estate securities funds, and mortgage and real estate debt funds.

Some of the funds Vasco's executives have developed include the $1 billion

Australian Unity Healthcare Property Trust ARSN 092 755 318 and the $1 billion

AIMS AMP Capital Industrial REIT listed on the Singapore Securities Exchange.

The directors of Vasco were responsible for establishing the Australian Unity

Funds Management Limited and Macarthur Cook Limited real estate funds

management businesses as well as establishing the Asian platform for industrial

real estate manager, Goodman Group.

Clients of Vasco have included Golden Age Development Group, Lauders

Development Group, China Asset Management (HK), Cyan SIV Emerging

Companies Fund, Infrastructure Partners Investment Fund, Vital Healthcare

Property Fund, Residential Property Fund, EMR Capital Pty Ltd, Phillip Asset

Management Limited and Morgan Stanley Real Estate.

As trustee, Vasco Investment Managers Pty Ltd, will manage the Fund in

accordance with the Constitution and its duties and obligations under Australian

law and, importantly, will have regard to the best interests of Investors in all

decisions that it makes with respect to the Fund.

The Trustee holds Australian financial services licence (‘AFSL’) number 344486 .

As Administration Manager, Vasco Funds Management Pty Ltd will provide

administration services to the Fund including application processing, fund

accounting and unit pricing.

(b) Governance and compliance

As the trustee of the Fund, Vasco is in charge of the overall operation and

management of the Fund. Vasco will be guided by the investment objective and

parameters of the Fund specified in section 3 of this Information Memorandum, by

the Fund’s governing Trust Deed, and by Trustee’s duties under general law.

2.2 Manager

(a) About BMY Group Pty Ltd

Founded in 2009, BMY Group is dedicated to providing first-class financial and

investment news, information and analysis to local and overseas Chinese investors

for Australian markets. BMY Group now offers business and finance news and

analysis across multiple platforms with multimedia content, wealth management



and corporate advisory services to High Net Worth Individuals (HNWIs),

institutional investors and enterprises through its subsidiaries: BMYG Media and

BMYG Capital.

Currently BMY has a team of roughly 20, providing financial services under

authorization of AFSL Holder Asipac Capital. The main business now covers three

main areas:

wealth management and investment advisor to High Net Worth Individuals,

for example, we serviced more than 20 SIV clients in the last two years;

corporate advisories in Capital raising and M&A deals for small size

businesses typically with the value below 100 million AUD; and

full platform of Chinese Financial Media with two websites, social media,

video contents, Chinese Financial Magazine.

The BMY Group now has:

more than 200,000 unique visitors of its website in the last year;

more than 100 High Net Worth clients; and

funds under advice close to 100 million AUD.

The two main principals of BMY are Julius Wei and Eric Gao.

Eric Gao is the founder of the BMY Group. He is a financial market professional

specialised in developing Asian market for wealth management, investment and

managed funds products and services. He is a target oriented leader with proven

track record in building and managing team to develop new markets and deliver

luxuriant sales result. He has developed a strong network and business

development skills, extensive connections with business and investor associations,

migration club, financial market professionals and referrals in China and Australia.

He is passionate about matching Chinese investors with Australia-based

investment opportunities.

Julius Wei is the Managing Director of BMY Group. He has extensive experience in

financial analysis, business and project valuation – combining deep knowledge in

global financial markets and economic trends with years of experience in

investment analysis and advisory practice, and proven by past high-profile projects.

He also has an excellent tracking record in investment deals and has held leading

roles in investment into companies and projects in different business stages across

a diverse range of industry sectors in both Australasia region.



BMY is an authorised representative (AFS Representative Number 000406793) of

ASIPAC Capital Pty Ltd ACN 007 268 386 AFSL 30076 (“ASIPAC”), which enables

it to fulfil its responsibilities as manager of the Fund.

ASIPAC is licensed by the Australian Securities and Investments Commission

(“ASIC”) under the Corporations Act to provide relevant financial services to its

clients. As a boutique Wealth Management Corporation, ASIPAC provides efficient

customized investment and business solutions to clients.

ASIPAC and its directly associated entities (i.e. The ASIPAC Group of Companies)

are diversified based organizations with a broad spectrum of business enterprises

which include: real estate division; resources division; project/funds management,

Merger and Acquisitions and IPOs. Through its highly experienced management

team, ASIPAC Group has achieved success in the business arena and is highly

regarded amongst the business community. Much of this success is a result of the

extensive global business network surrounding the organization and in particular

from the careful and intensive management of financial analysis, operational

analysis and expertise across its entire wide spread business activities.

(b) Role as manager

BMY has entered into an Investment Management Agreement with the Trustee,

under which BMY has been appointed the investment manager of the Fund and as

such is responsible for managing the investments of the Fund.

(c) Replacement of trustee

BMYG Capital Pty Ltd, an affiliate entity of the Manager, is currently in the process

of applying for its own Australian Financial Services Licence to act as the trustee of

the wholesale managed investment schemes. Once BMYG Capital Pty Ltd obtains

its own Australian Financial Services Licence, the Manager may choose to replace

Vasco as the trustee of the Fund if the Manager determines that it is in the best

interests of investors to do so. The Manager will provide 30 days prior notice in

relation to the replacement of the trustee to investors.

Vasco is entitled to be paid a Trustee Replacement Fee out of the Fund’s assets

when this occurs.




3 How the Fund Works

3.1 Investment objective

The Fund offers investors an opportunity to invest in pre-IPO, IPO securities and private

placements of listed securities which have been professionally selected and are

professionally managed by BMY.

It is intended that the Fund will deliver capital growth. The investments of the Fund may

also earn income by way of dividends or distributions from the relevant securities in which

the Fund invests .

The Fund will target a return of 20%.3

3.2 Investment parameters

The monies an investor contributes to the Fund will be invested in securities of private

companies which are expected to offer their shares to the public via an initial public offering

within 12 months of investment or securities of public companies which have on offer their

first public offering shares.

BMY will carefully undertake due diligence in selecting such securities, including

undertaking quantitative and qualitative analysis of potential companies.

The Fund intends for each tranche to raise no more than 100 million. For Tranche 1, the

Fund is seeking to raise 10 to 20 million in Tranche 1. Whilst the Fund will not have a target

number of companies it will invest in per tranche, the Fund expects that most investments

will be capable of being liquidated within 12 months, with an estimated annual turnover

ratio of 2 companies every year.

The Fund aims to invest a maximum of 50% of each tranche’s assets to Pre-IPO stage

companies and each tranche to have a maximum investment in each company to 30% of

the company’s capital. However, BMY has absolute discretion in making decisions about

investments of the Fund and may amend these asset allocations at its discretion, for

example to take advantage of investment opportunities. Each tranche is likely to have a

different investment portfolio to other tranches.

BMY will actively seek investment opportunities from its existing network with major

stockbrokers, investment banks, and other financial institutions in Australia market, and

directly from companies seeking fund in the stage of Pre-IPO, IPO, and Placement.

Once a potential investment is identified, BMY will participate in roadshows and arrange

direct meetings with the potential investment target company’s advisors and management

team to gain more information as part of the due diligence process. The following due

diligence will be undertaken with regards to a potential investment:

a. Macro and industry analysis to assess the company’s growth potential and

competitive environment it operates in.

3 This target return is not guaranteed.



b. Company specific analysis on business model, technical due diligence when

relevant, key management team tracking record, legal due diligence to assess

any potential legal issues, and other relevant aspects of the company.

c. Key financial due diligence, mainly focus on whether the valuation of the

company is fair, undervalued, or overvalued and to assess the future growth

potential. Comparison of similar companies are also key for valuation

assessment.

d. Exit strategy assessment: liquidity of the company after the investment,

tracking record of its underwriter/broker/advisor, and other relevant information

is used to ensure a practical optimal exit strategy.

BMY will undertake negotiations with the underwriter/broker/advisor or/and directly with the

management team of the company to make the final decision of whether to invest, and how

much funds to be allocated to the investment.

Once the investment is made, BMY will continuously monitor the performance of each

invested company to seek the optimal exit timing and price. This will involves ongoing

research and analysis of the company and possibly active advice on the company’s

strategic plans where applicable.

3.3 Change of investment objective or parameters

Depending on market conditions and investment opportunities which are available, the

Trustee reserves the right to change the investment objectives and investment parameters

of the Fund. Changes in the Fund’s investment objectives or investment parameters may

be made to tailor investments to the amount of capital raised by a particular tranche, to

take advantage of investment opportunities or to minimise risk to a tranche or the Fund. If

the Trustee decides to make a change, notice will be provided to investors.

3.4 Capital not guaranteed

The return of capital invested in the Fund and income earned is not guaranteed.

3.5 How the Fund is structured

(a) The Fund is a managed investment scheme and established as a unit trust

pursuant to the Trust Deed. The Fund’s assets and liabilities are divided into

different tranches of units (‘tranche’).

(b) A separate tranche of units will be issued for each round of capital raising by the

Fund.

(c) Each tranche is established as a segregated sub-trust. This means that an

investor’s entitlement to income or capital is based entirely on the number of Units

the investor holds in a specific tranche. An investor’s Units in one tranche do not

entitle the investor to the income or capital of other tranches of the Fund (i.e.

securities held by other tranches of the Fund). In addition, if a loss occurs in a

particular tranche (e.g. as a result of a fall in value of securities held by one

tranche), that loss is quarantined to that tranche and will not generally effect

investors who hold Units in other tranches.

(d) Therefore, the rate of return of an investor’s investment will depend on the tranche

of units held and the performance of investments held by that tranche of units.



3.6 Investment process

(a) The Fund will have various closing dates. On each closing date, applications will

be processed and units will be issued to successful applicants on the declared date

of Unit issue or within 10 Business Days of the closing date. Units issued in respect

of applications received by a particular closing date will form a new tranche of units.

(b) The Manager will use the capital raised from a particular tranche of Units to invest

in certain pre-IPO, IPO securities and private placements of listed securities. Those

securities will constitute the assets of that tranche of units and will be segregated

from assets of other tranches of units in the Fund.

(c) Each unit in a particular tranche gives the investor an entitlement to a share of the

capital and income of the assets of the relevant tranche of the Fund. An investor’s

risk in and returns will be referable only to the assets held by that tranche of Units.




4 Benefits of Investing in the Fund

Capital growth - potential for significant capital growth in the short to medium term.

Cash Return Income – potential for significant cash return to be distributed every half

year due to the relatively high turnover and liquidity of the investment.

Skills and experience – Access to BMY’s investment management expertise.

Reporting – Half yearly investment updates and an annual tax statement to keep

investors up-to-date on their investments.




5 How to Invest in the Fund

5.1 Opening and Closing Dates for Tranche 1:

Opening Date for Tranche 14 28/11/2016

Closing Date for Tranche 15 09/12/2016

Units issued by 12/12/2016

5.2 General

(a) Investors will need to complete the Application Form attached to this Information

Memorandum and provide the required customer identification material listed in

that form.

(b) The original executed copy of the completed Application Form must be sent to the

Trustee. A copy may also be emailed to the Trustee at [email protected], with the

original and supporting material to follow to the Trustee.

(c) In addition to the client identification material and documents required to be sent

with an investor’s Application Form, the Trustee may require further information or

documentation from an investor at any time in order to satisfy obligations under

Anti-Money Laundering and Counter Terrorism Financing legislation.

(d) The minimum initial investment is A$ 100,000. The Trustee may reject an

application or accept only part of an application.

(e) The Fund will have multiple tranches of units. To be issued units in a particular

tranche, investors must provide the Trustee with the completed Application Form,

supporting material and application money in cleared funds before 5 pm AEST on

the relevant closing date.

(f) Any interest earned on application money from the time the Trustee receives it until

the application money is applied for the issue of units will be retained by the

Trustee.

5.3 Additional investments

Investors may make further investments in other tranches in the Fund at any time. If

applications for additional investments are accepted, investors will be issued with Units in a

new tranche which relates to applications received and accepted by a particular closing

date. There is a minimum additional investment amount of $10,000, and the application fee

will not apply.

4 BMY may change the opening and closing dates of Tranche 1 in its absolute discretion.

5 BMY may change the opening and closing dates of Tranche 1 in its absolute discretion.



5.4 Payment

(a) For initial and additional investments, the Trustee can accept electronic funds

transfers from a bank, building society or credit union account in the name of the

investor. Bank cheques may also be accepted. Please address your bank cheque

to Vasco Investment Managers Limited ATF BMYGIPOF. Cash and personal

cheques will not be accepted.

(b) The bank account details are as follows:

BSB: 182 512

Account Number: 964351787

Bank: Macquarie Bank

Account Name: Vasco Investment Managers ATF BMYGIOPF

5.5 Issue price

The issue price of Units in each tranche will be A$ 1.00 per Unit unless otherwise

determined by the Trustee.

5.6 Authorised representative

(a) The Trustee will accept instructions from an investor’s authorised representative if

the investor provides the authorised representative’s details on the Application

Form. An investor can cancel the appointment of its representative at any time by

providing the Trustee with 14 days’ written notice.

(b) An investor’s authorised representative can do everything that the investor can do

in relation to its investment in the Fund, including appointing another authorised

representative.

(c) If an investor instructs the Trustee to accept instructions from its authorised

representative, the investor releases the Trustee and its related parties, officers,

employees, consultants, advisers and agents from any claims and indemnifies

those parties against all costs, expenses, losses, liabilities or claims arising from

any payment or action those parties make based on instructions (even if not

genuine) that any of those parties receive from the investor’s authorised

representative and which they reasonably believe are genuine, including as a

result of gross negligence or wilful default by any of those parties.

(d) Each investor also agrees that neither the investor, nor anyone claiming through

the investor, has any claim against the Trustee and its related parties, officers,

employees, consultants, advisers and agents in relation to acting on instructions

received (authorised by the investor or otherwise).

(e) The Trustee may vary the conditions of service of any communications at any time

by providing notice, either in writing, by email or other electronic communication.




6 Withdrawing from the Fund

6.1 Withdrawals from the Fund

(a) Each tranche has an investment term of 24 months. At the end of the 24 months

period, the tranche will be terminated and wound up and its assets will be sold to

return capital to investors.

(b) It may take up to 12 months or more following the end of the investment term of 24

months for the Fund to realise all assets within a tranche and return capital to

investors. Withdrawal proceeds may be paid to investors progressively following

the end of the investment term.

(c) The amount of capital and income investors will receive on termination of the

Tranche will be based on the value at which assets in the Tranche are sold or

realised by the Fund (after deducting liabilities and expenses referrable to that

tranche) and the number of Units they hold in the relevant Tranche. The Manager

may, at its discretion, also make an in specie distribution of assets in each Tranche

to investors directly on winding up so that investors could, subject to payment of

taxes (where relevant), hold those assets directly.

(d) The Manager may return part or all of the investor capital before the end of the 24

month period if it believes that doing so would be in the best interests of investors

(i.e. because the Manager has received a reasonable price for the assets).

(e) Other than as set out as above, investors have no right to request a withdrawal

from the Fund.

6.2 Electronic instructions

(a) Investors can provide instructions on their account and investment to the Trustee

by electronic communications, via email or fax.

(b) In respect of electronic instructions, the Trustee will not accept an instruction

unless it is accompanied by the scanned or faxed signature(s) and/or company

seal of the investor(s).

(c) The Trustee (and its related parties, officers, employees, consultants, advisers and

agents) will not be responsible for any loss or delay that results from a

transmission not being received by the Trustee and will only process electronic

instructions received in full and signed by authorised signatories of the investor.

The Trustee will also accept a receipt confirmation from the sender’s facsimile

machine or computer as evidence of receipt of the instructions.

(d) Only instructions received from an investor or a person authorised by the investor

will be accepted by the Trustee. Investors must comply with any security or

verification procedures required by the Trustee from time to time.

(e) The Trustee and its related parties, officers, employees, consultants, advisers and

agents will assume that any instruction received by fax in respect of an investor’s

investment has been authorised by the investor, and the Trustee and its related

parties, officers, employees, consultants, advisers and agents will not investigate

or confirm that authority (unless the Trustee is actually aware that the instruction

was not authorised).



(f) The Trustee may refuse to act on any instruction until the validity of the instructions

have been confirmed, and the Trustee (and its related parties, officers, employees,

consultants, advisers and agents) will not have any liability to the investor or any

other person for any consequences resulting from not acting on the instruction.

(g) If an investor choses to provide electronic instructions, the investor releases the

Trustee and its related parties, officers, employees, consultants, advisers and

agents from any claims and indemnifies those parties against all costs, expenses,

losses, liabilities or claims arising from any payment or action those parties make

based on instructions (even if not genuine) that any of those parties receive and

which they reasonably believe are genuine, including as a result of gross

negligence or wilful default by any of those parties.

(h) Each investor also agrees that neither the investor, nor anyone claiming through

the investor, has any claim against the Trustee and its related parties, officers,

employees, consultants, advisers and agents in relation to acting on instructions

received (authorised by the investor or otherwise).

(i) Please be careful. There is a risk that fraudulent requests can be made by

someone who has access to an investor’s account information.

(j) The Trustee may vary the conditions of service of any communications at any time

by providing notice, either in writing, by email or other electronic communication.




7 Distributions

(a) The Fund intends to distribute all net income received by the Fund to investors

received in a particular financial year on a half yearly basis. Distributions to

investors in a particular tranche are generally based on the net income of the

assets referrable to a tranche of units. An investor’s distribution entitlement is then

calculated based on the number of units held by the investor in that tranche divided

by the total number of units in that tranche.

(b) It is generally expected that distributions will be calculated on the last business day

of each half year but investors should allow 10 Business Days for distributions to

be paid into their account. The Trust Deed allows the Trustee to take up to 60

Business Days after the date which distributions are calculated to pay distributions

to investors.

(c) Distribution payments will be made by direct credit to an investor’s nominated

account with a financial institution.

(d) No distribution payments will be made to third parties or by cheque.

(e) Investors may reinvest distributions, subject to the Trustee’s consent, which may

depend on factors such as any tranche is open for investment.

(f) None of the Trustee, the Manager, or their related parties, officers, employees,

consultants, advisers or agents guarantees the declaration and amount of any

distribution.




8 Risks of Investing

8.1 General

(a) All investments carry risk. The likely investment return and the risk of losing money

may be different for each tranche, as each tranche may be in different investment

assets, and the assets and liabilities of each tranche are segregated from other

tranches.

(b) Risk can be managed but it cannot be completely eliminated. It is important to

understand that:

investment returns will vary and future returns may be different from past

returns;

returns are not guaranteed and there is always the chance that an investor

may lose some or all of the money invested; and

laws affecting investment in a managed investment scheme may change over

time.

(c) The appropriate level of risk for an investor will depend on the investor’s age,

investment time frame, where and how other parts of the investor’s wealth are

invested, and how comfortable the investor is with the possibility of losing some of

the investor’s money.

(d) Some of the significant risks associated with the Fund are set out below.

8.2 Market risk

(a) There is a risk that the market value of the Fund’s assets will fluctuate. This may

occur as a result of factors such as economic conditions, government regulations,

market sentiment, local and international political events, environmental and

technological issues.

(b) The Manager will monitor general economic conditions by receiving regular reports

on broad aspects of the Australian economy and the effect of market and other

events on various categories of industries and properties.

8.3 Company specific risks

The progress of individual companies may be affected by changes in factors such as the

competitive environment in which they operate, regulation, technology, personnel and

consumer preferences.

8.4 Liquidity risk

(a) This is the risk stemming from the lack of marketability of an investment that

cannot be bought or sold quickly enough to prevent or minimise a loss or make a

profit.

(b) The Fund will be invested in pre-IPO securities. There is a risk that such

companies do not proceed with a public offering and remain private companies.



Where companies remain private, there is limited market for their securities and as

a result liquidity will be restricted.

(c) The Fund will also be invested in IPO securities. The liquidity of such IPO

securities may be limited depending on how successful the IPO was for a particular

company was.

(d) An investor cannot withdraw from the Fund during the 24 month Investment Period.

There are no rights for an investor to require the Trustee to repurchase an

investor’s investment. However, investors may be able to transfer their investment

to another person, although there is no guarantee that any third party can be found

to acquire the investor’s investments or to acquire such investments at a fair price.

8.5 Diversification risk

(a) As the assets and liabilities of each tranche will be segregated from other tranches,

the diversification benefits of investing in one tranche of units is zero or minimal.

(b) In the event of a loss in value of a particular tranche, the loss is not spread across

any other tranches; rather, the loss will be borne by investors in that tranche only.

8.6 Interest rate risk

Fluctuations in market interest rates may impact on an investor’s investment. For example,

rising market interest rates may increase the interest costs of a company, in turn decrease

the value of the company’s stock.

8.7 Regulatory risk

The Fund's operations may be negatively affected by changes to government policies,

regulations and taxation laws. Although unable to predict future policy changes, the

Manager intends to manage this risk by monitoring and reacting to any potential regulatory

and policy changes.

8.8 Fund risk

These are risks specific to managed funds. These risks include that the Fund could

terminate, the fees and expenses of the Fund could change, the Trustee may be replaced

as trustee, and the Manager may be replaced as manager, of the Fund.




9 How Managed Investment Schemes are Taxed

Investors should seek their own taxation advice in relation to the taxation of income and

capital returns from the Fund.




10 Fees and Costs

10.1 Investor fees and costs

The table below sets out the fees and costs that investors may be charged and earned by

the Trustee. The Trustee will pay all application fees, transfer fee, management fee and

performance fee it earns from the Fund onto the Manager.

Type of fee or cost Amount (exclusive of GST) When paid

Application Fee

The fee to set up an investor’s account in the Fund.

1.00% of total investment amount, or as otherwise agreed.

Up front.

Transfer Fee

The fee charged for each transfer

Up to 0.50% of the value of the amount transferred.6 Settlement date.

Termination Fee or Trustee Replacement Fee

The fee is charged for termination of the Fund or where the Trustee is replaced

Termination

$7,500

Replacement of Trustee

$7,500 plus where the Trustee has been appointed for a term of less than 3 years, an amount calculated as the higher of the following:

0.10% p.a. of the Net Assets of the Fund;

$25,000 p.a.,

for the period commencing on the replacement of the Trustee and ending on the date 36 months after the commencement of the Fund.

When the Trustee retires in favour of a replacement trustee and when the Fund is wound up.

Ongoing Fees

These are the total of all on-going administration, investment management, expense recovery and other fees

Management Fee

1.20% per annum of Net Asset Value of the relevant tranche

This fee covers all ordinary expenses of operating the Fund, including the administration costs, audit fees, etc but not the extraordinary expenses of operating the Fund such as litigation costs, the cost of replacing the trustee or holding an unitholders meeting.

Payable monthly in arrears.

6 The Trustee can waive this fee at its absolute discretion.



charged by the Fund. Performance Fee

This fee will be earned if the Fund exceeds the Performance Hurdle. The Performance Hurdle is the Reserve Bank of Australia cash rate + 3 % p.a (annualised).

Once the Performance Hurdle is exceeded, the following performance fees are charged.

Range of outperformance (annualised)

Performance Fee

Above the Performance Hurdle but below 30% (annualised)

20% of the outperformance

Over 30% (annualised) 30% of the outperformance

Calculated and Payable half yearly in arrears.

Expense Recoveries – The Trustee has the right to recover all expenses incurred in the proper performance of its duties in respect of the Fund. The Trustee has chosen to recover all ordinary expenses from the management fee. However, the Trustee may also seek to recover extraordinary expenses incurred in operating the Fund (e.g. litigation expenses, costs of holding a meeting of unit holders and costs relating to replacing and changing the trustee) directly from the assets of the Fund.

The Trustee and the Manager reserves the right to negotiate fee arrangements with

individual investors. Discounts, rebates or fees for special services may be applied to

individual investors outside of the arrangements stated above based on the nature and

amount of an investor’s investment.

10.2 Incidental fees and costs

In addition to those charges outlined in the table above, standard Government fees and

duties, and bank charges, may also apply to investments and withdrawals, including

dishonour fees and conversion costs.

10.3 GST

Unless otherwise stated, all fees quoted in this Information Memorandum are quoted

exclusive of GST.

10.4 Fee changes

The Trust Deed governing the Fund allows for higher fees to be charged than those

detailed in this Information Memorandum. The Trust Deed also provides that the Trustee

can recover all expenses incurred in the proper performance of its duties in respect of the

Fund. Although the Trustee has chosen to recover all ordinary expenses from the

management fee, however, the Trustee reserves the right to recover extraordinary

expenses from the Fund (e.g. litigation expenses). The Trustee will provide investors with

at least 30 days’ written notice of any such fee imposition or increase.




11 Other Information

11.1 Privacy policy

In applying to invest, you are providing the Trustee and the Investment Manager with

certain personal details (your name, address etc). The Trustee uses this information to

establish and manage that investment for you.

Under the Privacy Act 1988 (Cth), you can access personal information about you held by

the Trustee, except in limited circumstances. Please let the Trustee know if you think the

information is inaccurate, incomplete or out of date. You can also tell the Trustee at any

time not to pass on your personal information by advising it in writing.

If you do not provide the Trustee with your contact details and other information, then it

may not be able to process your application to invest.

Under various laws and regulatory requirements, the Trustee may have to pass-on certain

information to other organisations, such as the Australian Tax Office or the Australian

Transaction Reports and Analysis Centre (AUSTRAC).

By applying to invest, you give the Trustee permission to pass information it holds about

you to other companies which are involved in helping it administer the Fund, or where they

require it for the purposes of compliance with AML/CTF law or in connection with the

holding of Application Money. The Trustee may also use your information to provide you

with details of future investment offers made by it or the Investment Manager.

The Manager is also obliged, under the Investment Management Agreement, to adhere to

the Trustee’s Privacy Policy.

The trustees Privacy Policy is available on its website at www.vascofm.com.

11.2 Trust Deed

The Fund’s Trust Deed sets out the terms and conditions under which it operates, as well

as many of the rights, liabilities, duties and obligations of investors, the Trustee and the

Manager. It also sets out the manner in which investor meetings will be convened and

conducted. The Trustee may amend or change the Trust Deed in accordance with the

Trust Deed.

11.3 Termination of Fund

The Fund will terminate 80 years after its start date, but may be terminated earlier by the

Trustee notifying investors of the date of termination.

11.4 Trustee’s role, obligations and rights

(a) The Trustee’s duties and obligations to investors are imposed, and functions and

powers conferred, by the Fund’s Trust Deed, the Corporations Act and general law.

(b) Examples of the Trustee’s powers include acquiring and disposing of the Fund’s

assets, entering into agreements, and borrowing and raising money.

http://www.vascofm.com/



11.5 Trustee’s indemnity and limitation of liability

(a) Vasco, as the trustee of the Fund, has the right to be indemnified out of the assets

of the Fund on a full indemnity basis in respect of any matter, unless it has acted

fraudulently, with gross negligence, wilful default or has materially breached the

Trust Deed.

(b) The Trustee is not entitled to be indemnified out of the assets of the Fund for its

overhead expenses.

11.6 Anti-money laundering law

The Trustee is required to comply with the Anti-Money Laundering and Counter Terrorism

Financing Act 2006 (“AML/CTF Law”). This means that the Trustee will require potential

Investors to provide personal information and documentation in relation to their identity

when they invest in the Fund. The Trustee may need to obtain additional information and

documentation from Investors to process applications or subsequent transactions or at

other times during the period of the investment.

The Trustee may need to identify:

(a) an Investor prior to purchasing units in the Fund. The Trustee will not issue units

until all relevant information has been received and an Investor’s identity has been

satisfactorily verified; and

(b) anyone acting on behalf of an Investor, including a power of attorney.

In some circumstances, the Trustee may need to re-verify this information.

By applying to invest in the Fund, Investors also acknowledge that the Trustee may decide

to delay or refuse any request or transaction, including by suspending the issue or

withdrawal of units in the Fund, if it is concerned that the request or transaction may breach

any obligation of, or cause the Trustee to commit or participate in an offence under, any

AML/CTF Law, and the Trustee will incur no liability to Investors if it does so.

11.7 Foreign Account Tax Compliance Act (FATCA)

FATCA is United States (US) tax legislation that enables the US Internal Revenue Service

(IRS) to identify and collect tax from US residents that invest in assets through non-US

entities. If you are a US resident for tax purposes, you should note that the Fund is or is

expected to be a ‘Foreign Financial Institution’ under FATCA and it intends to comply with

its FATCA obligations, as determined by either the FATCA regulations or any inter-

governmental agreement (IGA) entered into by Australia and the US for the purposes of

implementing FATCA. Under these obligations, the Fund will have to obtain and disclose

information about certain Investors to the Australian Taxation Office (ATO). In order for the

Fund to comply with its obligations, we will also request that you provide certain information

about yourself, including your US Taxpayer Identification Number (TIN). We will only use

such information for this purpose from the date the Fund is required to do so.




12 Glossary

In this Information Memorandum, unless the context otherwise requires

Administration Manager means the administration manager from time to time of

the Fund, being as at the date of this information

memorandum, Vasco Funds Management Pty Ltd.

AEST means Australian Eastern Standard Time.

AFSL means Australian financial services licence.

Application Form means an application form for interests in the Fund

issued together with this Information Memorandum.

ASIC means the Australian Securities and Investments

Commission.

Business Day means any day excluding a Saturday, Sunday or a day

which is a public holiday in Victoria.

Corporations Act means the Corporations Act 2001 (Cth).

Information Memorandum means this information memorandum in respect of the

issue of interests in the Fund.

Investment Management

Agreement

means the investment management agreement between

the Trustee and the Manager.

Manager means the investment manager of the Fund from time to

time, being as at the date of this Information

Memorandum, BMY Group Pty Ltd (ACN 133 561 887)

of Level 7, 342-348 Flinders Street, Melbourne Victoria

3000, Australia.

Investment Period means the period of 24 months from the date the

investor is issued with the units.

Net Asset Value means assets less the liabilities of a tranche in the

Fund.

Performance Hurdle Reserve Bank of Australia cash rate + 3 % p.a.

Retail Client has the meaning given in section 761G (Meaning of

retail client and wholesale client) of the Corporations Act

Trust Deed means the trust deed governing the Fund dated 17

November 2016, as amended, varied or replaced from

time to time.

Trustee means the trustee from time to time of the Fund, being

as at the date of this information memorandum, Vasco

Investment Managers Limited.



Unit means a unit of a particular tranche in the Fund, giving

its holder an entitlement to a share of the capital and

income of that tranche in the Fund.

Vasco Vasco Investment Managers Limited ACN 138 715 009

AFSL 344486

Wholesale Client has the meaning given in section 761G (Meaning of

retail client and wholesale client) of the Corporations

Act.




13 Directory

Trustee Vasco Investment Managers Limited (ACN 138 715 009) Level 5, 488 Bourke Street, Melbourne, Victoria 3000, Australia Telephone: +61 3 8352 7120 Facsimile: +61 413 775 338 Email: +61 3 8352 7199 Internet: www.vascofm.com

Administration Manager Vasco Funds Management Pty Ltd (ACN 610 512 331) Level 5, 488 Bourke Street, Melbourne, Victoria 3000, Australia Telephone: +61 3 8352 7120 Facsimile: +61 413 775 338 Email: +61 3 8352 7199 Internet: www.vascofm.com

Manager BMY Group Pty Ltd (ACN 133 561 887) Level 7, 342-348 Flinders Street Melbourne Victoria 3000 Australia Telephone: +61 (0) 3 9009 8818 Email: [email protected] Internet: www.bmyg.com.au

https://protect-au.mimecast.com/s/W91mBJtRoXDhG?domain=vascofm.com

https://protect-au.mimecast.com/s/W91mBJtRoXDhG?domain=vascofm.com

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BMYG Australia IPO Opportunities Fund - Tranche 1

Application Form

Use this application form if you wish to invest in:


The Fund's Information Memorandum (IM) includes information about purchasing units in the Fund. Any person who gives another person access to the application form must also give the person access to the IM and any incorporated information. You should read the IM and any incorporated information before completing this application form. The trustee of the Fund is Vasco Investment Managers Limited (Vasco) ABN 71 138 715 009, AFSL 344486. Vasco or a financial adviser who has provided an electronic copy of the IM and any incorporated information, will send you a paper copy of the IM and any incorporated information and application form free of charge if you so request.

Customer identificationIf you are a new investor, you are also required to complete the relevant Customer Identification Form (FSC/FPA forms) depending on what type of investor you are e.g. individual or super fund. The Customer Identification Forms are available on our website www.vascofm.com or by calling our Investor Services team on 03 8352 7120.

Australia's Anti-Money Laundering and Counter Terrorism Financing (AML/CTF) legislation obliges us to collect identification information and documentation from prospective investors.

Investors are required to complete this Application Form together with the relevant Customer Identification Form and send these to us with the required identification documentation. We will not be able to process your Application without a correctly completed Customer Identification Form and the required identification documentation.

Important Information for Financial AdvisersWhen using this Customer Identification Form, please complete Sections 1 or 2 and 3.

If you are a financial adviser who has identified and verified the investor, by completing this Customer Identification Form together with the verification procedure and in the consideration of Vasco Investment Managers Limited (Vasco) accepting the investor's application:

• you agree to identify and verify all new investors, using this Customer Identification Form or the industry standard FSC/FPA Identification Form for identifying new investors

• you agree to retain a copy of the completed forms and all identification documents received from the investor in the investor's file for seven (7) years after the end of your relationship with the investor

• you agree to advise Vasco in writing when your relationship with the investor is terminated and agree to promptly provide Vasco all identification documents and/or the record of identification received from the investor at this time, or as otherwise requested from Vasco, from time to time.

Contact detailsMail your completed application form and identity verification documents to:

Vasco Investment Managers Limited Level 5, 488 Bourke Street Melbourne VIC 3000

If you have any questions regarding this form or the required Customer Identification requirements, please contact our Investor Services team on 03 8352 7120.

ChecklistBefore sending us your application please ensure you have:

completed this form in full;

for new investments, completed the relevant ‘Identity Verification Form’ available on our website www.vascofm.com;

if paying via direct debit, completed section 10 ensuring ALL bank account signatories have signed;

if paying via cheque, ensure cheque is made payable to ‘Vasco Investment Managers Limited <ATF BMYGIPOT1>’ and attach it to this application form; and

read the declaration and provided all relevant signatures.

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Application Form

PLEASE USE BLOCK LETTERS AND BLACK INK TO COMPLETE THIS APPLICATION FORM

1. Investment details

Is this a new investment or an additional investment?

New investment Please proceed to section 2.

Additional investment Existing account name

Existing account number Please proceed to section 6. If you provide any information in any other section, this will override any previousinformation provided.

2. Investor type

Individual investor or joint investors – also complete ‘Customer Identification Form – Individuals and Sole Traders’

Sole Trader – also complete ‘Customer Identification Form – Individuals and Sole Traders’

Super Fund – also complete ‘Customer Identification Form – Superannuation Funds and Trusts’

Trust – also complete ‘Customer Identification Form – Unregulated Trusts and Trustees’

Australian company – also complete ‘Customer Identification Form – Australian Companies’

Foreign company – also complete 'Customer Identification Form – Foreign Companies'

Other – contact our Investor Services team on 03 8352 7120 for other Customer Identification Forms.

3. Investor name

3A. Individual investor/joint investors/sole traderInvestor 1

Surname

Full given name(s)

Title (Mr/Mrs/Miss/Ms Date of birth Business name of

sole trader (if applicable)

Investor 2

Surname

Full given name(s)

Title (Mr/Mrs/Miss/Ms) Date of birth

3B. Super fund/Trust/Australian company/foreign company/other

Name of entity

3C. Account designation (if applicable)

Provide the name of the person for whom the investment is being made (if applicable). Please note we do not acceptinvestments from people under 18 years of age; however, investments may be designated on their behalf.

Surname

Full given name(s)

Title (Mr/Mrs/Miss/Ms) We are only required to act on instructions from the investors listed in 3A and 3B. Vasco is not bound totake any notice of any interest of any person listed in 3C.

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4. Contact details

This is the address where all correspondence will be sent.

Contact person

Unit number Street number

Street name

Suburb

State Postcode

Country

Phone (after hours) Phone (business hours)

Mobile Facsimile

Email

5. Tax information

It is not against the law if you choose not to give your TFN or exemption reason, but if you decide not to, tax may betaken out of your distributions at the highest marginal tax rate (plus Medicare levy).

5a. Individual investor or entity 5b. Investor 2 (joint investors)

TFN TFN

Tax exemption Tax exemption

ABN

5c. Non-residents

If you are an overseas investor, please indicate your country of residence for tax purposes.

6. Investment allocation and payment options

Please indicate how you will be making your new or additional investment and the amount you wish to invest.

I/we are making my/our investment via:

Direct Credit/EFT ➝ see below.

Bank Cheque ➝ make cheque payable to ‘Vasco Investment Managers Limited <ATF BMYGIPOF>’.

Fund name Initial investment

Total Investment Amount $ , , . 0

0

The minimum initial investment is $100,000.

Cheque Instructions: Bank Cheques or drafts must be made payable to Vasco Investment Managers Limited ATF BMYGIPOF. Only cheques or drafts in Australian currency and drawn on an Australian bank will be accepted. Your cheque(s) should be crossed NOT NEGOTIABLE. Mail or deliver your completed Application Form with your cheque(s) to:

Vasco Investment Managers Limited Level 5, 488 Bourke Street Melbourne, VIC, 3000 P +61 3 8352 7120 F +61 3 8352 7199 E [email protected]

Direct Credit / EFT Instructions

Alternatively you can direct credit your application funds to:

Vasco Investment Managers Limited ATF BMYGIPOF Macquarie Bank BSB 182 512 Account number 964351787

Please note the applicants name when transferring the funds.

Please ensure all funds transferred are net of all bank charges.

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7. Annual report

A copy of the annual report for the Fund will be provided on the Vasco website www.vascofm.com. Please cross (7) this box if you wish to receive a paper copy of the annual report(s) for the Fund. If you choose to have an annual report mailed to you, it will be mailed to the address provided in section 4 or your current address on file for existing investors. For additional investments, a nomination in this section overrides any previous nominations.

8. Income distributions

Please indicate how you would like your income distributions to be paid by crossing () one box only. If this is a new investment and no nomination is made, distributions will be reinvested. A nomination in this section overrides any previous nominations. There may be periods in which no distribution is payable, or we may make interim distributions. We do not guarantee any particular level of distribution.

Please reinvest my/our income distributions.

Please credit my/our nominated bank account provided in section 10 with my/our income distributions.

9. Eligible Investor Qualification

In order to participate in the Offer you must be an Eligible Investor. Please complete this section so that the Trustee can determine whether you are eligible to participate in the Offer.

Part 1 – Investor category

Each Applicant must mark the box (X) which best describes the category of investor they are.

(a) Sophisticated Investor

Applicant 1 Applicant 2

(if joint application)

I am applying for $500,000 or more worth of Units.

I have net assets of at least $2.5 million (please arrange for a Qualified Accountant to completePart 2 of Section 8 of this Application Form).

I have earned at least $250,000 per annum gross income for each of the last two financial years (please arrange for a Qualified Accountant to complete Part 2 of Section 8 of this Application Form).

I have sufficient experience in investing in securities and managed investment schemes (please arrange for an AFSLholder to complete Part 3 of Section 8 of this Application Form).

(b) Professional Investor



I have or control gross assets of at least $10 million (please arrange for a Qualified Accountantto compete Part 2 of Section 8 of this Application Form).

I hold Australian Financial Services Licence No. (please provide AFSL no.)

Part 2 – To be completed by a Qualified Accountant

Insert full name and address of Qualified Accountant

Name

Address

Suburb

State Postcode

Country

Phone (after hours) Phone (business hours)

Mobile Facsimile

Email Professional classification

(eg. CPA) Membership No:

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9. Eligible Investor Qualification (continued)

Declaration by Qualified Accountant

I, the Qualified Accountant named above, certify that the following is true and correct:

(a) I am a Qualified Accountant;

(b) this certificate is given at the request of the Applicant described above in relation to the Units in the Fund to be issued by the Trustee; and

(c) please indicate which option below applies by marking the relevant box for each Applicant:

Option 1



The Applicant is known to me and for the purposes of section 761G (7)(c) of the Corporations Act, the Applicant either personally or in conjunction with a company or trust controlled by the Applicant, has:

net assets of at least $2.5 million; or

a gross income for each of the last two financial years of at least $250,000 a year.

Option 2



The Applicant is a company or trust controlled by a person known to me for the purposes of section 761G (7)(c) Corporations Act, who has:

net assets of at least $2.5 million; or

a gross income for each of the last two financial years of at least $250,000 a year.

Option 3



For the purposes of section 761G(7)(d) of the Corporations Act, the Applicant controls gross assets of at least $10 million (including any amount held by an associate or under trust that the Applicant manages).

Signature of Qualified Accountant Date

Part 3 – To be completed by the Applicant and an Australian financial services licensee

Applicant to sign this acknowledgment

I/We, the Applicant(s) acknowledge that the financial services licensee named below has not given me/us:

(a) a product disclosure statement as referred to in Part 7.9 of the Corporations Act in relation to the Offer to acquire Units in the Fund; and

(b) any other document required to be given under Chapter 7 of the Corporations Act if the product were provided to the Applicant as a retail investor; and

(c) the licensee does not have any other obligation to the Applicant under Chapter 7 of the Corporations Act that the licensee would have if the product were provided to the Applicant as a retail investor.

Signature of Applicant 1 Date

Signature of Applicant 2 Date

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9. Eligible Investor Qualification (continued)

Financial services licensee to complete this section

I am the financial services licensee no. and certify that the following is true and correct:

(a) I am satisfied on reasonable grounds that the Applicant(s) have previous experience in investing in financial products that allows them to assess:

(i) the merits of the Units;

(ii) the value of the Units;

(iii) the risks associated with holding the Units;

(iv) their information needs;

(v) the adequacy of the information given by the Trustee and me; and

(b) I have given the Applicant(s) a written statement of my reasons for being satisfied on these matters, as required by section 761GA(e) of the Corporations Act.

Signature of financial services licensee Date

Print name of person signing

10. Nominated bank account (must be an Australian financial institution)

Unless requested otherwise, this will also be the bank account we credit any withdrawal proceeds and/or distributions if you requested these to be paid to you and not reinvested. By providing your nominated account details in this section you authorise Vasco to use these details for all future transaction requests that you make until notice is provided otherwise. For additional investments, a nomination in this section overrides any previous nominations.

Financial institution

Branch

Account name

Branch number (BSB) Account number

11. Declaration and applicant(s) signature(s)

Please read the declarations below before signing this form. The signatures required are detailed at the bottom of this form.I/We declare that:

• all details in this application and all documents provided are true and correct and I/we indemnify the Trustee of the Fund against any liabilities whatsoever arising from acting on any of the details or any future details provided by me/us in connection with this application;

• I/we have received a copy of the current IM and all information incorporated into the IM to which this application applies and have read them and agree to the terms contained in them and to be bound by the provisions of the current IM (including the incorporated information) and current constitution (each as amended from time to time);

• I/we have legal power to invest in accordance with this application and have complied with all applicable laws in making this application;

• I/we have received and accepted this offer in Australia;

• the details of my/our investment can be provided to the adviser group or adviser named at the end of this form or nominated by them by the means and in the format that they direct;

• if this application is signed under Power of Attorney, the Attorney declares that he/she has not received notice of revocation of that power (a certified copy of the Power of Attorney should be submitted with this application unless we have already sighted it);

• sole signatories signing on behalf of a company confirm that they are signing as sole director and sole secretary of the company;

• I/we acknowledge that if Vasco reasonably believes an email or facsimile communication it receives is from me/us Vasco is entitled to rely on that email or facsimile communication and will not be liable for any loss it may suffer if it is later found the email or facsimile communication was fraudulent.

• unless alternative authority for signature is notified to and accepted by Vasco, the person/persons that signs/sign this form is/are able to operate the account on behalf of the company and bind the company for future transactions, including in respect of additional deposits and withdrawals, including withdrawals by telephone and fax;

• I/we acknowledge that I/we have read and understood the information under the heading ‘Privacy policy' in the relevant IM. I am/We are aware that until I/we inform Vasco otherwise, I/we will be taken to have consented to all the uses of my/our personal information (including marketing) contained under that heading and I/we have consented to my/our financial adviser providing such further personal information to Vasco as is required or reasonably deemed necessary by Vasco under applicable law;

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11. Declaration and applicant(s) signature(s) (continued)

• I/we understand that if I/we fail to provide any information requested in this application form or do not agree to any of the possible use or disclosure of my/our information as detailed on the IM, my/our application may not be accepted by Vasco and we agree to release and indemnify Vasco in respect of any loss or liability arising from its inability to accept an application due to inadequate or incorrect details having been provided;

• I/we acknowledge that none of Vasco, or any other member of Vasco or any custodian or investment manager, guarantees the performance of the Fund or the repayment of capital or any particular rate of return or any distribution;

• I/we are bound by the Constitution and that an application for Units is binding and irrevocable;

• I/we have not relied on statements or representations made by anybody, other than those made in the IM;

• I/we agree and acknowledge no cooling off period applies and I/we have had the opportunity to seek independent professional advice on subscribing for Units;

• I/we agree and acknowledge Vasco is required to comply with the anti-money laundering laws in force in a number of jurisdictions (including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006) and I/we must provide Vasco with such additional information or documentation as Vasco may request of me/us, otherwise my/our Application for Units may be refused, Units I/we hold may be compulsorily redeemed, and any disposal request by me/us may be delayed or refused and Vasco will not be liable for any loss arising as a result thereof;

• I/we have provided a tax file number, and if not, I/we consent to Vasco withholding tax at the highest marginal tax rate;

• I/we acknowledge and agree to having read and understood the risks of investing in the fund as described in the Information Memorandum and understand that the risks associated with the Fund’s investments in IPOs may result in lower than expected returns or the loss of my/our investment.

I/We also warrant and acknowledge that:

• All information contained in my/our Application is true and correct;

• I/we are not a Politically Exposed Person (PEP) as defined by the AML/CTF legislation;

• I/we are a “wholesale client” for the purposes of section 761G of the Corporations Act and relevant information has been provided to confirm this and by investing in this Fund I/we will not cause any breach of the Corporations Act by or for Vasco;

• if the Applicant is a SMSF, it is compliant and investing in this Fund complies with the Superannuation Industry Supervision Act 1993 (Cth); and

• I/we hold the appropriate authorisations to become an Investor in the Fund and that offer cannot be revoked.

Refer to list of signatories on page 6 of this application form

Investor 1

Signature Date

Surname

Given name(s)

Capacity Sole Director Director

(company investments only)

Investor 2 (joint investors)

Signature Date

Surname

Given name(s)

Capacity Director Company Secretary

COMPANY SEAL

(if applicable)

(company investments only)

Signing AuthorityPlease tick to indicate signing requirements for future instructions (e.g. withdrawals, change of account details, etc.)

Only one required to sign.

All signatories must sign.

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12. Adviser use only

Office name

Surname

Given name(s)

Title (Mr/Mrs/Miss/Ms

Phone (business hours)

Adviser group

Adviser group AFSL

Adviser Signature

ADVISER STAMPDate

Important notes

This application must not be handed to any person unless the relevant IM and access to the information incorporated into the IM is also being provided. Vasco may in its absolute discretion refuse any application for Units. Persons external to Vasco or other entities who market Vasco products are not agents of Vasco but are independent investment advisers. Vasco will not be bound by representations or statements which are not contained in information disseminated by Vasco. Application monies paid by cheques from investment advisers will only be accepted if drawn from a trust account maintained in accordance with the Corporations Act.

SignatoriesThe table below provides guidance on completing the Declaration and applicant(s) signature’s section of the application form. Before signing the application form please ensure you have read the declaration.

Type of investor Names required Signature required TFN/ABN to be providedIndividual and/or joint investors

i. Full name of each investor (please do not use initials).

Individual investor’s; or each joint investor’s


Sole trader i. Full name of sole trader; andii. Full business name (if any).

Sole trader’s Sole trader’s

Australian or foreign company

i. Full company name as registered with the relevant regulator; and

ii. Name of each director of the company; and

iii. Full name of each beneficial owner*

i. Sole director’s; or

ii. Two directors’; or

iii. One director’s and company secretary’s

Company’s

Trust/Superannuation fund

If you are investing on behalf of a superannuation fund, we will assume the superannuation fund to be a complying fund under the Superannuation Industry (Supervision) Act.

i. Full trust/superannuation fund name (e.g. Michael Smith Pty Ltd ATF Michael Smith Pty Ltd Super Fund); and

ii. Full name of the trustee(s) in respect of the trust/super fund. Where the trustee is an individual, all information in the 'Individual and Sole Traders' section must be completed. If any of the trustees are an Australian company, all information in the ‘Australian company’ section must also be completed; and

iii. Names of beneficiaries (if identified in Trust Deed).

iv. Full name of the settlor**v. Full name of each beneficial owner

Individual trustee(s) ‘as trustee for’

If any of the trustees are an Australian company, the signatures set out in the ‘Australian company’ section are also required.

Superannuation fund’s or trust’s

Account designation Name of the responsible adult, as the investor.

Adult(s) investing on behalf of the person/minor

Adult(s)

If the investment is being made under Power of Attorney (POA)

Please ensure an original certified copy of the POA is attached to the application form. Each page of the POA must be certified.

i. Full name of each investor(s) (as listed in section 3); and

ii. Full name of person holding POA (underneath signature).

Person holding Power of Attorney

In the case that the POA document does not contain a sample of the POA’s (i.e. Attorney’s) signature, please provide a certified copy of either the POA’s driver’s licence or passport containing a sample of their signature.


* Beneficial owner means an individual who ultimately owns or controls (directly or indirectly) the investors. Owns mean ownership (either directly or indirectly) of 25% or more of the investor.

**This is not required in some circumstances.

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