bmyg income fund information...

BMYG Income Fund

Information Memorandum 7 December 2018 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.

Class A Units

Information Memorandum

© Hall and Wilcox Information Memorandum 2

IM for the BMYG Income Fund (final wo app form 7 Dec 2018)

IMPORTANT INFORMATION

General

This information memorandum (Information Memorandum or IM) is dated 7 December 2018.

This IM details the features, benefits, risks and general information about the BMYG Income Fund (Fund).

The trustee for the Fund and issuer of this IM is Vasco Investment Managers Limited ACN 138 715 009 AFS Licence number 344486 (Trustee).

The Trustee has appointed BMY Group Pty Ltd ACN 133 561 887 (‘BMY’ or ‘Investment Manager’) as the investment manager of the Fund.

The Investment Manager is a corporate authorised representative (No. 406793) of Asipac Capital Pty Ltd ACN 007 268 386 AFSL 300767.

The Trustee has also appointed Vasco Funds Management Pty Limited ACN 610 512 331 (Administration Manager) as the administration manager of the Fund.

By accepting this IM, the recipient agrees to be bound by the terms and conditions set out in this IM.

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 IM, 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.

Unit Classes

Interests in the Fund will be issued as units in the Fund (Units). The Fund’s trust deed (Trust Deed) provides for different Unit Classes. Under the Trust Deed, the different Unit Classes may have different rights and obligations. The performance of different Classes of Units may also differ depending on the investments of that Class. Holders of different Classes of Units will be treated fairly. This IM relates to the offer of Class A Units in the Fund only.

Where relevant, the specific information of a Unit Class that may differ from, or elaborate on, the information contained in this IM will be set out in

the relevant Supplementary Information Memorandum or Term Sheet.

Glossary

Certain capitalised words and expressions used in this IM are defined in the Glossary. All references to dollar amounts in this IM are to Australian Dollars (AUD), unless otherwise stated.

Images

Any images in this IM do not depict assets of the Fund unless otherwise indicated.

Updated information

Information in this IM may change. Updated information regarding this IM will be made available on the Trustee’s website or otherwise by issuance of a replacement or supplementary information memorandum published on the Trustee’s website at www.vascofm.com.

Questions

Any questions regarding this IM should be directed to the Investment Manager on +61 (0) 3 8623 7999 or the Trustee on +613 8352 7120 or at [email protected] or at Level 5, 488 Bourke Street, Melbourne, Victoria, 3000, Australia.

ASIC

This IM has not been lodged with ASIC and ASIC takes no responsibility for the content of this IM.

Restrictions on distribution

The Offer is an offer which is available to persons receiving this IM within Australia but does not constitute an offer of interests in any jurisdiction where, or to any persons to whom, it would be unlawful to make the Offer.

It is the responsibility of any overseas Applicant to ensure compliance with all laws of any country relevant to the Offer. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained.

Investor to undertake own due diligence

Information contained in this IM has been provided to prospective Investors to assist them to make an assessment of whether or not to invest in the Fund. In relation to the information contained in this IM, the Trustee, Investment Manager, Administration Manager, or their related parties,

http://www.vascofm.com/

mailto:[email protected]



officers, employees, consultants, advisers or agents do not warrant or represent that:

- all information which is relevant to the making of an investment in the Fund has been provided in this IM;

- all information provided under this IM is accurate or correct or does not contain misleading or deceptive statements.

Whilst the Investment Manager has undertaken due diligence in relation to the Fund and the information which has been presented in this IM, it is possible that due to factors such as the passage of time or the uncertainty in forecast details that the information contained in this IM may be inaccurate at the date of release of the IM or at a later time.

None of the Trustee, the Investment 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 IM. The Trustee has not sought to verify any statements contained in this IM about the investments proposed by the Investment Manager, the Investment Manager’s business or the business of any other parties named in this IM.

Prospective investors are strongly encouraged to undertake their own due diligence in relation to the Fund before making an investment. In addition, prospective investors should read this IM 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 IM.

To the maximum extent permitted under the law, the Trustee and the Investment Manager disclaim any liability arising from any information provided in the IM.

By making an investment in the Fund, an investor warrants and represents to the Trustee and Investment Manager that they have undertaken their own due diligence in relation to investment in the Fund, including without limitation, in relation to the structure of the Fund, its investments and the likelihood of returns from the Fund.

IMPORTANT WARNING STATEMENTS

No performance guarantee

None of the Investment Manager, the Trustee, Administration Manager, nor their associates or directors or any other person guarantees the performance or success of the Fund, the repayment of capital invested in the Fund or any

particular rate of return on investments in the Fund.

There can be no assurance that the Fund will achieve results that are comparable to the track record of the Trustee or Investment Manager and their advisers or that the Fund’s investment objectives will be achieved.

An investment in the Fund does not represent a deposit with, or a liability of, the Investment Manager, the Trustee, the Administration Manager, or any of their associates.

An investment in the Fund is subject to investment risks which are described in Section 8 under the heading “Risks of Investing” of this IM, including possible delays in repayment and loss of some or all of your income or capital invested. The risks associated with an investment in the Fund are different to a cash deposit or investment in an approved deposit taking institution (ADI).

Prospective investors should read the whole of this IM before making a decision about whether to invest in the Fund. The information contained in this IM is general information only and not personal financial product advice and therefore does not take into account the individual objectives, financial situation, needs or circumstances of investors.

Past performance should not be perceived as an indication of future performance as returns are variable and may be lower than expected.

Prospective investors should not construe the contents of this IM as tax or investment advice.

Should it be required to protect all investments in the Fund, the Trustee, may use its discretion to delay or suspend redemptions from the Fund.

Investors should refer to Section 6 under the heading “Withdrawing from the Fund” for details of the withdrawal rights.

No representation other than this IM

Except where expressly disclosed, the information contained in the IM has not been independently verified or audited. To the maximum extent permitted by law, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Trustee or Investment Manager and their advisers as to the accuracy or completeness of any part of this IM, nor will they have any responsibility to update or supplement this IM.

No person is authorised to give any information or to make any representation in connection with the Offer of Units in the Fund described in this IM,



which is not in this IM. This IM supersedes any prior IM or marketing materials given prior to the issue of the IM to the extent of any inconsistency. Any information or representation in relation to the Offer of Units in the Fund described in this IM not contained in this IM may not be relied upon as having been authorised by the Trustee, the Investment Manager or their advisers.

Forward looking statements

Certain information contained in this IM constitutes “forward-looking statements” that can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “target”, “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology.

Furthermore, any projections or other estimates in this IM, including estimates of returns or performance, are “forward-looking statements” and are based upon certain assumptions that may change.

Due to various risks and uncertainties, including those set forth under “Risks of Investing” in Section 8, actual events or results or the actual performance of the Fund may differ materially from those reflected or contemplated in such forward-looking statements.

The forward looking statements included in this IM involve subjective judgment and analysis and are subject to uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, the Trustee and Investment Manager. Actual future events may vary materially from the forward looking statements and the assumptions on which those statements are based. Given these uncertainties, prospective Investors are cautioned to not place undue reliance on such forward looking statements.

Any estimate, forecast, projection, feasibility, cash flow or words of a similar nature or meaning in this

IM are forward looking statements and subject to this disclaimer.

Confidentiality

Neither this IM nor any other information provided by the Trustee or Investment Manager may be disclosed to any other party, except for the purpose of obtaining independent advice in connection with the consideration of an investment in the Fund, or used for any purpose other than the consideration of an investment in the Fund, unless the express prior written consent of the Trustee is obtained. Any reproduction of all or part of this IM is strictly prohibited without the written consent of the Trustee. In the event that the recipient does not participate in the Fund, this IM, along with all related materials, must be returned to the Trustee immediately upon demand.

Summary of key documents only

This IM contains a summary of the terms of the Fund and certain other documents. However, prospective investors should refer to the complete legal documentation for the Fund (available upon request from the Trustee). Investments in the Fund are governed by the Trust Deed for the Fund and associated documents and nothing in this IM limits or qualifies the powers and discretions conferred upon the Trustee and the Investment Manager under those documents. This IM should be read in conjunction with the Trust Deed and associated documents for the Fund. In the event of any inconsistency between the Trust Deed and associated documents and this IM, then the Trust Deed and associated documents will prevail to the extent of the inconsistency.

Independent financial advice

You should obtain independent professional advice specific to your circumstances and requirements from a licensed investment advisor.




Contents

1 Fund Summary and Key Features 7

2 Key Parties 11 2.1 Trustee & Administration Manager 11 2.2 Investment Manager 11 2.3 Related party investments and transactions 13 2.4 Replacement of trustee 13

3 How the Fund Works 14 3.1 Investment objective and parameters 14 3.2 Change of investment objective or parameters 14 3.3 Capital and income not guaranteed 14 3.4 How the Fund is structured 15

4 Benefits of Investing in the Fund 15

5 How to Invest in the Fund 16 5.1 General 16 5.2 Additional investments 16 5.3 Payment 16 5.4 Issue price 17 5.5 Authorised representative 17

6 Withdrawing from the Fund 18 6.1 Withdrawals from the Fund 18 6.2 Early redemption 19 6.3 Electronic instructions 19

7 Distributions 21

8 Risks of Investing 22 8.1 General 22 8.2 Default and credit risk 22 8.3 Market risk 23 8.4 Indirect investment risk 23 8.5 Related party investments and transaction risks 23 8.6 Debt securities risks 24 8.7 Security risk 24 8.8 Valuation risk 24 8.9 Risks associated with invoice financing 24 8.10 Liquidity risk 25 8.11 Concentration risk 25 8.12 Mandate risk 25 8.13 Interest rate risk 25 8.14 Regulatory risk 26 8.15 Fund risk 26 8.16 No control by investors 26 8.17 Management 26 8.18 Limited information 26 8.19 Reliance on past performance 26 8.20 Conflicts of interest 27 8.21 Operational compliance risk 27 8.22 Counterparty risk 27



8.23 Documentation risk 27 8.24 Cyber risk 27 8.25 Other risks 28

9 How Managed Investment Schemes are Taxed 29

10 Fees and Costs 30 10.1 Investor fees and costs 30 10.2 Payment of fees and costs 31 10.3 Waiver, deferral or rebate of fees 31 10.4 Buy/sell spread 31 10.5 Incidental fees and costs 32 10.6 GST 32 10.7 Fee changes 32

11 Other Information 33 11.1 Privacy policy 33 11.2 Trust Deed 33 11.3 Termination of Fund 33 11.4 Trustee’s role, obligations and rights 33 11.5 Trustee’s indemnity and limitation of liability 34 11.6 Anti-money laundering law 34 11.7 Foreign Account Tax Compliance Act (FATCA) 34 11.8 Common Reporting Standard (CRS) 34

12 Glossary 36

13 Directory 38




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. This Information Memorandum relates to the offer of Class A Units in the

Fund only.

Item Detail

Fund name BMYG Income Fund

Trustee Vasco Investment Managers Limited ACN 138 715 009 AFSL 344486

Investment Manager

BMY Group Pty Ltd ACN 133 561 887

Administration Manager

Vasco Funds Management Pty Ltd ACN 610 512 331

Investment objective

(refer to Section 3)

The Fund offers investors an opportunity to gain exposure to a pool of fixed income financial products including but not limited to the following, either directly or indirectly through other managed investment schemes:

• debt factoring;

• fixed income products;

• bonds;

• insurance bonds;

• insurance premium financing;

• bridging debt;

• secured loans;

• equipment financing;

• invoice financing

• student loans; and

• bridging loans.

The Investment Manager will seek to source investments which deliver an acceptable rate of return for the risk exposure to investors.

The target income return to investors in Class A is 5% per annum after fees and expenses. The target income return is expected to be set by the Investment Manager on an annual basis. Distributions during each distribution period may vary. The Investment Manager reserves the right to adjust the target income return by giving no less than 30 days’ prior notice to investors.



Item Detail

Related Party Investments

The Fund may invest in a related party of the Investment Manager. Please refer to Section 8.5 (Related party transactions and investments risk) for further information.

Fund structure The Fund is an unregistered unit trust established by the Trustee pursuant to the Trust Deed and is governed by Australian law.

Refer to Section 3.4 (How the Fund is structured) for more information.

What types of investor is the Fund suitable for?

Wholesale and sophisticated investors seeking a short to medium term investment.

Target return The target return of the Class A Units will be 5% p.a. after all fees and applicable taxes. This return is only a target and is not guaranteed. The Fund may not be successful in meeting this objective.

The target income return is expected to be set by the Investment Manager on an annual basis. Distributions during each distribution period may vary.

The Investment Manager reserves the right to adjust the target income return by giving no less than 30 days’ prior notice to investors.

Minimum Initial Investment Amount

$100,000 for the Class A Units.

The Trustee retains absolute discretion to accept applications for

lesser amounts.

Minimum additional investment amount

$10,000 for the Class A Units.

Unit price It is intended that the Units in each Class will initially be issued at $1.00 per Unit. Subsequently, the issue price per Unit for a Class will be based on the underlying value of the Fund’s net assets referable to the particular Class of Units and is calculated in accordance with the terms of the Trust Deed. The withdrawal price for a Unit is also based on the underlying value of the Fund’s net assets referable to a particular Class. The withdrawal price may be different from the price originally paid for the Unit, particularly where capital losses have been suffered.

As at the date of this IM, there is no buy/sell spread on the issue price and withdrawal price of Units. However, the Trustee, on the Investment Manager’s instructions, reserves the right to charge a buy/sell spread. See section 10.4 for further information on the



Item Detail

buy/sell spread.

Opening Date

Unit Issues

Redemption Day

7 December 2018

As at the first Business Day of each calendar month

As at the first Business Day after the end of the calendar quarter on which the redemption request was validly received, subject to the minimum investment period.

The Class A Units of the Fund have a minimum investment period of 3 months. An investor may only apply to withdraw Units which have been held by that investor for the minimum investment period of the Class of Units they invest in. Refer to Section 6 (Withdrawing from the Fund) for more information about withdrawing from the Fund.

The Trustee, on instruction from the Investment Manager, may allow early redemption of Units at their absolute discretion upon the receipt of an early redemption request from an investor.

Fees

(refer to Section 10)

Early redemption fee - an early redemption fee, payable by each investor to the Fund, applies if the Trustee allows investors to withdraw prior to the end of the minimum investment period. The fee is equal to 2.5% of the Net Asset Value of the Units redeemed payable from the redemption proceeds.

Buy/Sell spread - the Trustee reserves the right to charge a buy/sell spread on all applications and redemptions from the Fund.

Ongoing fees:

Trustee Fee - up to 0.1% of the Gross Asset Value of the Fund, subject to a $25,000 minimum, paid pro-rata monthly in arrears.

Administration Manager Fee – up to $35,000 per annum, paid monthly in arrears, plus $10,000 for each Unit Class that segregates assets or $5,000 for each non-segregated Unit Class, subject to an annual increase of 5% on 1 January of each year. The Administration Manager has agreed to discount this fee by 10% for the first two years.

Performance Fee – The Investment Manager will be entitled to receive any residual returns over the target income return after payment of the Trustee Fee, Administration Manager Fee and all expenses of the Fund.

The performance fee is calculated and paid on a quarterly basis. The Fund will retain from each quarterly performance fee payment (other than the last quarter of a financial year) an amount equal to 1% of the Gross Asset Value of the Class A Units to provision for any underperformance in subsequent quarters in the same financial year.

Expense Recoveries – In addition to the 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



Item Detail

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 within 10 Business Days of the end of each month, subject to available liquidity and the Trustee’s discretion to pay distributions more or less frequently.

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




2 Key Parties

2.1 Trustee & Administration Manager

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

(‘Administration Manager’) are part of an investment management group (‘Vasco’) that

provides responsible entity, trustee and fund administration to Australian and international

investment managers.

The Vasco team has 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 $1.5 billion Australian

Unity Healthcare Property Trust ARSN 092 755 318 and the $1.5 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 MacarthurCook 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, EMR Capital Pty

Ltd, Phillip Asset Management Limited and Morgan Stanley Real Estate.

As trustee, Vasco Investment Managers Limited, will manage the Fund in accordance with

the Trust Deed 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 the trustee of the Fund, Vasco Investment Managers Limited is responsible for ensuring

the Fund operates in accordance with the terms of this IM, the Trust Deed, and by its

duties under general law.

As Administration Manager, Vasco Funds Management Pty Ltd will provide administration

services to the Fund, including application processing, fund accounting and unit pricing.

2.2 Investment Manager

BMY Group Pty Ltd (BMY Group) has entered into an Investment Management Agreement

with the Trustee, giving BMYG responsibility for managing the investments of the Fund.

BMY Group describe themselves as follows:

- 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 30, 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 over 150 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.

2.3 Related party investments and transactions

Related parties of the Trustee, including employees, family, friends and associated

affiliates, may invest in the Fund on the same terms as other investors in the Fund.

An investment made by the Fund may be provided to a related party of the Investment

Manager. The Fund may make Loans to and investments in third parties as well as to its

related parties.

The Trustee provides no guarantee that any investments entered into will be negotiated on

arms-length terms.

It is not the responsibility of the Trustee to assess the merits of each investment

recommended by the Investment Manager. By investing in the Fund, investors

acknowledge that the Investment Manager is responsible for making investment decisions

for the Fund and that investors have made their own independent investigations to satisfy

themselves of the benefit of becoming an investor in the Fund.

Under the Trust Deed, the Trustee may appoint any of its related entities to provide

services and to perform functions in relation to the Fund, including acting as its delegate.

The Trustee may also enter into financial or other transactions with related entities in

relation to the assets of the Fund and may sell assets or purchase assets from a related

entity. Such arrangements will be based on arm’s length commercial terms.

The Trustee may be paid a fee for work performed in connection with the Fund in its

personal capacity and not in its capacity as the trustee of the Fund. The Trustee may

retain any such fee for its own purposes and is not required to account for the fee to the

Fund or to Unit holders.

In the course of managing the Fund, the Trustee and the Investment Manager may face

conflicts in respect of their duties in relation to the Fund, related funds and their own

respective interests. The Trustee has policies and procedures in place to manage these

appropriately.

The Trustee and its related parties may engage in related party transactions provided such

transactions are in the best interest of investors

2.4 Replacement of trustee

BMYG Capital Pty Ltd, an affiliate entity of the Investment 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 Investment Manager may choose to replace

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

interests of investors to do so. The Investment 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 and parameters

The Fund offers investors an opportunity to gain exposure to a pool of fixed income

financial products including, investing through other managed funds and investment

schemes, but not limited to the following:

o debt factoring

o fixed income products;

o bonds

o insurance bonds;

o insurance premium financing;

o bridging debt;

o secured loans to managed investment schemes;

o equipment financing;

o invoice financing;

o student loans; and

o bridging loans.

The Class A Units will target a return of 5% per annum (after fees and expenses).1

The Fund will seek to source investments which deliver an acceptable rate of return for the

risk exposure to investors.

3.2 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, to take advantage of investment

opportunities or to minimise risk to the Fund. If the Trustee decides to make a change,

notice will be provided to investors.

3.3 Capital and income not guaranteed

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

1 This target return is not guaranteed. The target income return is expected to be set by the Investment Manager on a per annum basis. Distributions during each distribution period may vary. The Investment Manager reserves the right to adjust the target income return by giving no less than 30 days prior notice to investors.



3.4 How the Fund is structured

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

pursuant to the Trust Deed.

(b) Investors will receive Units in the Fund and become Unit holders. Each Unit gives

investors an entitlement to a beneficial interest in the capital and income of the

Fund. However, it does not entitle investors to any specific assets of the Fund.

(c) The value of an investor’s Units in the Fund may rise or fall depending upon the

market value of the assets held by the Fund.

(d) The Fund may comprise of multiple Classes of Units. The Fund is currently

structured as a pooled fund so that investors have exposure to all of the Fund’s

investments. However, separate Classes of Units may be issued which may invest

in a separate pool of assets or may have different returns or fee structures.

(e) This Information Memorandum relates to the offer of Class A Units.

4 Benefits of Investing in the Fund

• Cash Return Income – potential for a cash return to be distributed every month.

• 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 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

Investment Manager. A copy may also be emailed to the Investment Manager at

[email protected], with the original and supporting material to follow to the

Investment Manager.

(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 $100,000 for wholesale and sophisticated

investors. The Trustee may reject an application or accept only part of an

application.

(e) 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.

(f) The Investment Manager and Trustee may vary the minimum investment amount

on a case by case basis for different clients.

5.2 Additional investments

Investors may make further investments in the Fund at any time. There is a minimum

additional investment amount of $10,000. The Investment Manager and Trustee may vary

the minimum additional investment amount on a case by case basis.

5.3 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 BMYG Income Fund. Cash and

personal cheques will not be accepted.

(b) The bank account details are as follows:

Bank: Macquarie Bank

BSB: 182 512

Account Number: 965413206

Account Name: Vasco Investment Managers Limited ATF BMYG

Income Fund



5.4 Issue price

The initial issue price for Units in a Class will be $1.00. Thereafter, the issue price of Units

in each Class will be calculated based on the Net Asset Value of the Units on issue in the

relevant Class. The Net Asset Value of the Units will include any accrued but unpaid

interest of the Fund.

The Trustee, on the Investment Manager’s instructions, reserves the right to charge a

buy/sell spread on the issue price and withdrawal price of Units. See section 10.4 for

further information on the buy/sell spread.

5.5 Authorised representative

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

investor or the representative provides a power of attorney to the Trustee.

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

to its investment in the Fund.

(c) If a duly executed power of attorney is relied upon by the Trustee, 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 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) The Class A Units have a minimum investment period of 3 months. An investor

may only apply to withdraw Units which have been held by that investor for at least

3 months. The minimum investment period is subject to the early redemption

provisions set out in section 6.2 below.

(b) Redemptions are processed quarterly as at 1st Business Day after the end the

calendar quarter in which a valid withdrawal request has been received

(Redemption Day). After the minimum investment period, investors may request to

withdraw all of or part of their investment by lodging a withdrawal request with the

Administration Manager. Such request must be received by the Administration

Manager at least 30 Business Days prior to the Redemption Day. Requests

received after such notice period will, subject to available liquidity, be processed at

the next Redemption Day.

(c) Unless the Trustee and Investment Manager decide otherwise, withdrawal

requests must be for a minimum of $50,000. Withdrawal requests received by the

Administration Manager will be processed at the withdrawal price applicable as at

the Redemption Day.

(d) The withdrawal price for each Business Day will be based on the Unit price for that

Business Day. The Unit price is calculated based on the Net Asset Value of the

Units on issue in the relevant Class. The Net Asset Value of Units will include any

accrued but unpaid interest of the Fund.

(e) The Trustee, on the Investment Manager’s instructions, reserves the right to

charge a buy/sell spread on the issue price and withdrawal price of Units. See

section 10.4 for further information on the buy/sell spread.

(f) Withdrawals will normally be effected, and money returned to Investors, within 21

Business Days from the Redemption Day, subject to available liquidity. If there is

insufficient cash to process all redemption requests investors will be paid on a pro-

rata basis each subsequent quarter until investors are fully redeemed.

(g) All redemptions from the Fund are undertaken on a best endeavours basis.

The Fund will seek to redeem Units from selling or withdrawing investments in

liquid assets held by the Fund. However, in the event that there are insufficient

liquid assets held within the Fund or where the Trustee and the Investment

Manager consider that the sale of assets in the Fund is not in the best interests of

investors (e.g. because the quick sale of assets would not realise its full value),

then the Trustee and Investment Manager may, at their full discretion:

(i) suspend redemptions;

(ii) postpone or delay the payment of redemptions; and/or

(iii) partially satisfy redemption requests on a pro-rata basis for all persons who

lodged redemption requests in time prior to the Redemption Day and the

early redemption.



6.2 Early redemption

If an investor wishes to withdraw Units before the expiry of the minimum investment period

of 3 months for the Class A Units.

(a) The Trustee and Investment Manager may, upon the receipt of a request from an

investor, allow or reject early redemption of Units at their absolute discretion. If the

request has been approved, the Trustee must use its best endeavours to process

the redemption in accordance with the request subject to the liquidity of the assets

held within the Fund.

(b) Early redemption requests received by the Administration Manager and approved

by the Trustee will be processed in accordance with the withdrawals process

described above in section 6.1.

(c) An additional fee equal to 2.50% of the value of the Units redeemed will apply to an

early redemption and is payable to the Fund. Please see section 10.1 for detailed

information.

6.3 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 target income return is expected to be set by the Investment Manager on an

annual basis. Distributions during each distribution period may vary. The

Investment Manager reserves the right to adjust the target income return by giving

no less than 30 days’ prior notice to investors.

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

received in a particular financial year and intends to make monthly distributions.

The Trustee has discretion to make distributions more frequently and may do so on

the recommendation of the Investment Manager.

(c) Distributions to investors in a particular Class are calculated based on the net

income of the Fund referrable to a Class. An investor’s entitlement to the income

of that Class is then calculated based on the number of Units held by the investor

in that Class divided by the total number of Units in that Class. The Trustee and

Investment Manager may set different distribution frequencies for different Classes.

(d) It is generally expected that where distributions are calculated on the last Business

Day of each financial year investors should allow up to 60 Business Days after the

date which distributions are calculated to pay distributions to investors. Where

distributions are calculated earlier than the end of the financial year, at the

discretion of the Trustee on recommendation of the Investment Manager, investors

should allow up to 30 Business Days after the date which distributions are

calculated to pay distributions to investors.

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

account with a financial institution.

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

(g) Investors may reinvest distributions, subject to the Trustee’s consent, by making an

election on the Application Form. Where investors have not made an election or

the payment information they have provided is incomplete, the Trustee may

automatically reinvest distributions at its discretion.

(h) None of the Trustee, the Investment 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.

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

understand that:

(i) investment returns will vary and future returns may be different from past

returns;

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

may lose some or all of the money invested; and

(iii) 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 Default and credit risk

(a) This is the risk that a borrower or borrower’s guarantor (where applicable) or issuer

of a financial product may not be able to meet their financial obligations. This may

be for a wide range of reasons, including:

(i) A change in the individual financial or other circumstances of the borrower

or issuer; and

(ii) A change in the economic climate generally that adversely affects all

borrowers and issuers.

(b) The Investment Manager will seek to mitigate these risks by only making loans to

borrowers that meet the lending parameters set by the Investment Manager or

investing in funds where the trustee of that fund has appropriate lending

parameters.

(c) Investments in the Fund are not capital guaranteed. During the life of a loan,

factors outside the control of the Trustee and the Investment Manager, such as

economic cycles, government policy, inflation and general business confidence,

can affect a borrower's ability to continue to service a loan.

(d) Where a loan is not renewed, the return of investment capital may be delayed until

the loan is either re-financed or repaid. Interest will be charged up to the time of

repayment of the loan. The Investment Manager will seek to manage capital risk by

applying conservative lending policies, efficient collection and management

systems, and the Fund's compliance processes and procedures as determined or

approved by the Trustee. All loans and valuations will be subject to periodic review.



8.3 Market risk

(a) This refers to a risk that negative movements in the overall money market or the

markets to which the Fund is exposed may impact on the capacity to recover fully

the amount invested in these markets. There is also a risk that the value and

income of the Fund’s assets may be adversely affected by instability in global

market conditions. If this were to happen, it is not possible for the Trustee or the

Investment Manager to predict how long these market conditions will persist and

what effect they will ultimately have on global market conditions, investors’

confidence or on the financial performance of the Fund.

(b) A downturn in the market could adversely affect the value of the underlying

investments to which the Fund is exposed. For example, in respect of a loan made

by the Fund, if the borrower is unable to realise a property for a favourable return,

this may adversely affect its ability to repay the loan.

(c) The Investment 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. The Investment

Manager will take into account general market conditions in assessing investments.

8.4 Indirect investment risk

The Fund may invest indirectly in fixed income products. This may include investment in

other managed investment schemes with an investment mandate is in line with the

investment objective of the Fund. Where the Fund invests indirectly through another

managed investment scheme, the Fund will not have day-to-day control over the operation

of the relevant underlying fixed income investment.

The Fund may invest in loans indirectly through special purpose vehicles or third parties

which may make loans on behalf of the Fund. In these cases, the Fund does not hold

security (if any) directly and will rely on the special purpose vehicle or third parties to

enforce the loan and recover the security in the event of default. Where the special

purpose vehicle is unable to enforce the loans successfully, losses may be incurred.

8.5 Related party investments and transaction risks

The Investment Manager is not a related party of the Trustee. The contractual

arrangements between the Trustee and the Investment Manager are negotiated at arm’s

length between the parties. The Trustee may from time-to-time enter into transactions with

related entities. For example, the Administration Manager is a related party of the Trustee.

By making an investment in the Fund, Investors acknowledge that the Fund can make

investments in or to related parties of the Investment Manager.

It is not the responsibility of the Trustee to assess the merits of each investment

recommended by the Investment Manager.The Trustee will rely solely on the Investment

Manager’s confirmation that it has complied with its lending guidelines and management

processes outlined in this Information Memorandum but will not otherwise undertake any

independent review that these guidelines and process have been complied with.

Furthermore, the Trustee does not have any oversight regarding the investments made by

an investment vehicle in which the Fund has invested. Accordingly, the Trustee does not

guarantee that these transactions will be entered into on arm’s length terms.

By investing in the Fund, investors acknowledge that the Investment Manager is

responsible for making investment decisions for the Fund and that the investments entered



into by the Fund may not be on arm’s length terms and that they have made their own

independent investigations to satisfy themselves of the benefit of becoming an Investor in

the Fund.

Enforcement action procedures, if required, in the event of default on a Loan made by the

Fund will be managed by the Trustee.

8.6 Debt securities risks

Debt securities are subject to the risk of an issuer’s or a guarantor’s inability to meet

principal and interest payments on the obligation (credit risk) and may also be subject to

price volatility due to such factors as interest rate sensitivity, market perception of the credit

worthiness of the issuer and general liquidity. The Investment Manager will consider both

the credit risk and market risk in making investment decisions for the Fund, however in

some instances Investment Manager will place some reliance on the decision making and

risk review processes of the investment providers (e.g. the underlying fund manager in the

case of an investment through another managed investment scheme). As a result, the

investment providers may make investment decisions without the knowledge of Investment

Manager, and there is a risk that the investment provider may choose to make, or exit, a

particular investment which Investment Manager may or may not have otherwise agreed.

Accordingly, there is a risk that the Fund may not be operating in compliance with its

investment strategy and may not achieve its investment objectives.

8.7 Security risk

Loans made by the Fund may be unsecured, although some loans will be supported by

director’s guarantees. This means that there will be no guarantee that losses can be

recovered from the assets of a project. For example, if a borrower defaults under a loan,

the Fund may need to take enforcement action against the personal assets of the borrower,

or any director who has given a guarantee, to recover amounts owing under the loan.

Where loans made by the Fund are secured, there is a risk that the security will be

inadequate to cover losses made by the Fund. In addition, there is also a risk that the

security asset is damaged or destroyed and the insurance cover proves to be insufficient to

cover the full amount invested in the loan.

8.8 Valuation risk

This is the risk that the valuation of an investment or any securtiy is inaccurate at the time

of making the investment such that the amount realised from the investment is less than

was expected. This is a particular risk with respect to the valuation of a security asset

which proves to be inaccurate at the time of making a loan so that the amount realised on a

forced sale is less than would have been expected had the valuation been correct.

There is also a risk that the valuer who provides an inaccurate valuation does not have or

no longer has adequate professional indemnity insurance to cover the valuation on which

the lender relies. In the event that the valuations obtained by purchasers to secure finance

are below the purchase price, this may adversely impact their ability to settle.

8.9 Risks associated with invoice financing

The Fund may have exposure to invoices which have been purchased at a discount on the

expectation that they will be paid by a third party customer of the seller. There are inherent

risks associated with this exposure including:



(a) Risks associated with the solvency of debtors. This risk may be mitigated by a

guarantee from the seller of full repayment if the debtor does not pay in full;

(b) Sale of fraudulent invoices by sellers. This risk may be mitigated by due diligence

on sellers; and

(c) Late payment of invoices by a debtor.

8.10 Liquidity risk

The risk that the investments in which the Fund is invested, or the Fund itself, may become

illiquid. This could have a detrimental effect on the value of the investments, or may impact

an investor’s ability or timeframe in which to withdraw from the Fund.

Investment in the Class A Units in the Fund is subject to a 3 month minimum investment

period. Investors cannot request to withdraw Units held for less than 3 months. Moreover,

redemptions from the Fund are undertaken on a best endeavours basis by the Trustee.

The Fund will seek to redeem Units from selling or withdrawing investments in liquid assets

held by the Fund. However, in the event that there are insufficient liquid assets held within

the Fund or where the Trustee and the Investment Manager considers that the sale of

assets in the Fund is not in the best interests of investors (e.g. because the quick sale of

assets would not realise its full value), then the Trustee and Investment Manager may, at

their full discretion:

(a) suspend redemptions;

(b) postpone or delay the payment of redemptions; and/or

(c) partially satisfy redemption requests on a pro-rata basis for all persons who lodged

redemption requests in time prior to the Redemption Day.

8.11 Concentration risk

There is a risk that the Fund may take a concentrated position in an underlying fund or

other indirect investment. The performance of that investment may then have a significant

impact on the performance of the Fund.

8.12 Mandate risk

The Investment Manager will be sourcing investments in accordance with its mandate, and

the Investment Manager will be investing in loans on the investor’s behalf. Investors will

have no direct control over the particular issuers of financial products or loans or borrowers

that investors will be exposed to.

8.13 Interest rate risk

(a) Fluctuations in market interest rates may impact on an investor’s investment. For

example, rising market interest rates may increase a variable loan borrower’s

interest costs, making it more difficult to make regular payments. Similarly, falling

interest rates may lead a fixed rate borrower to repay the loan amount in order to

refinance at a cheaper rate.

(b) Although the Fund is not a bank or financial institution, the interest rate borrowers

are willing to pay will be influenced by market interest rates. Changes in interest



rates will have a positive or negative impact directly or indirectly on investment

opportunities, returns and consequently the amount of income paid to investors.

(c) For investments in other funds, higher interest rates may reduce the return on

those investments, including by adversely affecting the value of an MIS through

which the Fund is invested.

8.14 Regulatory risk

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

regulations and taxation laws. Similar risks may exist with respect to the Fund’s underlying

investments. Although unable to predict future policy changes, the Investment Manager

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

policy changes.

8.15 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 Investment Manager may be replaced as manager, of the Fund.

Where the Fund has invested through another managed investment scheme, similar risks

exist with respect to those underlying schemes.

8.16 No control by investors

Investors will not be able to control or participate in the day to day operations of the Fund,

and will not be able to make investment or other decisions on behalf of the Fund or have

any role in transactions for the Fund.

8.17 Management

The degree of success of the Fund will depend on the expertise and experience of

employees of the Investment Manager. There can be no assurance that employees will

continue to be employed by the Investment Manager or will be dedicated to the activities of

the Fund.

8.18 Limited information

Generally, investors will not receive any financial information or other information provided

to the Investment Manager by entities in which the Fund is or may become invested.

Investors will not have the opportunity to consider the type, location and terms of, and other

information relevant to, investments of the Fund. However, persons who become unit

holders at a later stage may have more information regarding investments of the Fund than

the other investors.

8.19 Reliance on past performance

The past performance of the Investment Manager or their staff is not necessarily indicative

of future performance. There can be no assurance that the investment objectives of the

Fund will be achieved.



8.20 Conflicts of interest

The Trustee, the Investment Manager and their respective associates may encounter

conflicts of interest in connection with the activities of the Fund. By investing in the Fund,

each unit holder will be deemed to have consented to any such conflicts of interest and

other rights of the Trustee and the Investment Manager that are set out in the Trust Deed

and to have waived any claim regarding any liability of the Trustee, the Investment

Manager and their respective associates in connection with any such conflicts of interest.

8.21 Operational compliance risk

This relates to the risk of loss resulting from inadequate or failed internal control processes

information technology systems or from external service providers which may impact on

the administration of the Fund.

8.22 Counterparty risk

This refers to the risk which may arise as a result of a counterparty to a contract being

unwilling or unable to perform its contractual obligations or honour its financial commitment

under the contract of a transaction which is relation to an investment made by the Fund.

Substantial losses could incur by the Fund if a counterparty fails to meet its contractual

obligations.

8.23 Documentation risk

This refers to the risk that a deficiency in documentation could, in certain circumstances,

adversely affect both the return on an investment and the recovery of the investment.

8.24 Cyber risk

A cyber-attack is an attempted or actual incident that either:

(a) uses computer technology or networks to commit or facilitate the commission of

traditional crimes, such as fraud and forgery – for example, identify or data theft

(computer assisted); or

(b) is directed at computers and computer systems or other information

communication technologies – for example, hacking or denial of services

(computer integrity).

Investors should be aware that while the Trustee has implemented technologies,

processes, and practices designed to protect its networks, devices, programs, and data (or

Information Technology Systems) such Information Technology Systems may still be

subjected to malicious attack, damage, or unauthorized access.

Such Information Technology Systems may include the storage of information concerning

an Investor’s identity, financial interests or other personal details provided to the Trustee in

connection with their investment in the Fund.

In the event serious harm is a likely outcome of a breach of the Trustee’s Information

Technology Systems, the Trustee or Investment Manager (as may by required) will notify

the affected individuals and recommend steps that ought to be taken in response to the

breach. The Trustee may also be required to notify any regulatory authority as required by

law.



8.25 Other risks

It is important to note that not all risks can be foreseen. It is therefore not possible for the

Investment Manager to protect the value of the Fund’s investment from all risks.

Prospective Investors should ensure they obtain appropriate professional advice regarding

the suitability of an investment in the Fund having regard to their individual circumstances,

including investment objectives, their level of borrowings, their financial situation and

individual needs.

Neither the Trustee nor Investment Manager guarantees the repayment of

investments or the performance of the Fund. The Trustee strongly recommends that

Investors obtain independent financial advice before investing in 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 or the Fund may be charged and

earned by the Trustee or the Investment Manager.

Type of fee or cost

Amount (exclusive of GST) When paid

Termination Fee or Trustee Replacement Fee

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

Termination

$7500

Replacement of Trustee

$7500 plus, where the Trustee has been appointed for a term of less than 3 years, an amount equivalent to the Trustee Fee (described below) 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 fees are charged to the Fund

Trustee Fee

Subject to a minimum fee of $25,000 per annum, equal to:

◼ 0.10% per annum of the Fund's Gross

Asset Value up to $100m; plus

◼ 0.05% per annum of the Fund's Gross

Asset Value greater than $100m but less

than $200m; plus

◼ and 0.03% per annum of the Fund's

Gross Asset Value greater than $200m.

This Trustee Fee accrues and is calculated daily from execution of the Trust Deed and payable monthly in arrears from the first issue of Units in the Fund.

Payable monthly in arrears.

Administration Manager Fee

$35,000 per annum, paid monthly in arrears, plus $10,000 for each Unit Class that segregates assets or $5,000 for each non-segregated Unit Class, subject to an annual increase of 5% on 1 January of each year and all fees are subject to GST.

This Administration Manager Fee accrues and is payable monthly from the first issue of Units in the Fund.

The Administration Manager has agreed to discount this fee by 10% for the first two years.

Payable monthly in arrears.



Performance Fee

The Investment Manager will be entitled to receive any residual returns over the target income return after payment of the Trustee Fee, Administration Manager Fee and all expenses of the Fund.

The Performance Fee is calculated and paid on a quarterly basis. The Fund will retain from each quarterly performance fee payment (other than the last quarter of a financial year) an amount equal to 1% of the Gross Asset Value of the Class A Units to provision for any underperformance in subsequent quarters in the same financial year.

Payable quarterly.

Expense Recoveries

The Trustee may 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 or each Unit Class as determined in its discretion.

As and when incurred

Early Redemption Fee

These fees are charged to investors and is payable to the Fund.

The Trustee will charge investor who applies for early redemption a fee of 2.50% of the Net Asset Value of the Units redeemed.

Deducted from the withdrawal proceeds at the time of redemption

10.2 Payment of fees and costs

The Investment Manager has agreed to cover any shortfall where the income of the Fund

is insufficient to cover the above fees and expenses (other than Performance Fee) and

may be reimbursed by the Fund at some future date when, in the Trustee’s opinion, the

Fund has sufficient assets.

The trustee fee may be renegotiated between the Investment Manager and the Trustee

from time to time.

10.3 Waiver, deferral or rebate of fees

The Trustee or Investment Manager may accept lower fees and expenses than it is entitled

to receive, or may defer payment of those fees and expenses for any time. If payment is

deferred, then the fee will accrue until paid. In addition, the Investment Manager or Trustee

may waive, negotiate or rebate their fees, for example, in the case of a large investment

amount.

10.4 Buy/sell spread

A buy spread will not be factored into to the Unit Price calculation for the initial issuance of

Units, which will be at $1. As at the date of this IM there is no sell spread factored into the

Unit Price calculation on the redemption of Units.



A buy/sell spread may be factored into the Unit Price calculation of the Fund on the

issuance of all subsequent Units or the redemption of Units. The Investment Manager or

Trustee will provide prior notice or publish the buy/sell spread if it is to be charged.

Buy/sell spreads are calculated based on the actual or estimated costs the Fund may incur

when buying or selling assets, such as brokerages fees. They will be influenced by the

Investment Manager’s experience of the costs involved in trading these assets or the costs

that the Fund has actually paid, and will be reviewed whenever necessary to ensure they

remain appropriate.

The buy/sell spreads are retained within the Fund and are not fees paid to the Trustee or

the Investment Manager.

The buy/sell spreads may be updated from time to time and will be published online at

www.vascofm.com or by contacting Vasco Investment Managers Limited on +613 8352

7120.

10.5 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.

10.6 GST

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

exclusive of GST.

10.7 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. The Trustee will provide investors with at least 30 days’ written notice of any 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 Investment Manager is also obliged, under the Investment Management Agreement, to

adhere to the Trustee’s Privacy Policy.

The Trustee’s 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

Investment 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.

11.8 Common Reporting Standard (CRS)

CRS is the single global standard set by the Organisation for Economic Co-operation and

Development (OECD) for the automatic exchange of information with revenue authorities

for tax non-residents that invest in certain financial accounts. The standard covers both the

identification of tax non-residents and reporting on the applicable financial accounts. The

Trustee will be a ‘Reporting Financial Institution’ under CRS and intends to comply with its



CRS obligations under any relevant Australian laws and regulations, including obtaining

and disclosing information about certain investors to the ATO or other foreign tax

authorities as required. To facilitate these disclosures, Investors will be required to provide

certain information such as that relating to their country of tax residence and their relevant

taxpayer identification number (if applicable)




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 Melbourne.

Class means a class of Units.

Corporations Act means the Corporations Act 2001 (Cth).

Gross Asset Value means the consolidated total assets of the Fund,

applying Australian Accounting Standards.

Information Memorandum or

IM

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 Investment Manager.

Investment 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.

Net Asset Value means assets less the liabilities of a Class in the Fund

or a portion thereof (as relevant).

Offer means the offer under this IM to acquire Units.

Redemption Day The 1st Business Day of each calendar quarter.

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 18 July

2017, 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 Class in the Fund, giving its

holder an entitlement to a share of the capital and

income of that Class. This Information Memorandum

refers only to the issue of Class A Units in the Fund and,

where the context requires, a reference to Units in this

Information Memorandum refer to Class A Units 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 3 8352 7199 Email: [email protected] Website: 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 3 8352 7199 Email: [email protected] Website: www.vascofm.com

Investment Manager BMY Group Pty Ltd (ACN 133 561 887) Level 4, 342-348 Flinders Street Melbourne Victoria 3000 Australia Telephone: +61 (0) 3 8623 7999 Email: [email protected] Website: www.bmyg.com.au

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

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

39

BMYG Income Fund

Application Form - BMYG Income Fund - 7 December 2018

Application Form

Use this application form if you wish to invest in:

BMYG Income Fund

The Information Memorandum (IM) dated 7 December 2018 for the BMYG Income Fund (Fund) includes information about purchasing Class A units (Units) in the Fund. Any person who gives another person access to this 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 this 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 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 the 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 the Customer Identification Form together with Section 11 and the verification procedure and in the consideration of Vasco accepting the investor's application:

• you agree to identify and verify all new investors, using this Customer 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 BMYG Income Fund’ and attach it to this application form; and

read the declaration and provided all relevant signatures.

40

BMYG Income Fund

Application Form - BMYG Income Fund - 7 December 2018

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.

41Application Form - BMYG Income Fund - 7 December 2018

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

Investment Investment Amount

BMYG Income Fund - Class A $ , , . 0

0

The minimum initial investment is $100,000 then in multiples of $10,000, subject to the Trustee's discretion to accept lesser initial or additional amounts.

Payment Options

Cheque Instructions: Bank Cheques or drafts must be made payable to Vasco Investment Managers Limited ATF BMYG Income Fund. 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 BMYG Income Fund Macquarie Bank BSB 182 512 Account number 965413206

Please note the applicants name when transferring the funds.

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

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. Qualifying Investor Confirmation

In order to participate in the Offer you must be a Wholesale Investor. Please complete this section so that the Trustee can determine whether you are eligible to participate in the Offer. Alternatively please provide a separate accountant certificate in a form that complies with ASICs requirements.

Part 1 – Investor category

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

Applicant 1 Applicant 2

(if joint application)

I am applying for $500,000 or more worth of Units. Please note joint investors needs to invest jointly $1 million or more to qualify.

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 or control gross assets of at least $10 million (please provide a Statutory Declaration).

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:

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.

Signature of Qualified Accountant Date


9. 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.

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 trust deed (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' in the 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;

• 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 trust deed 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, the Foreign Account Tax Compliance Act (FATCA) and the Common Reporting Standard (CRS)) 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;


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

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

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

• I/we acknowledge that the Fund is not currently registered with the Australian Securities and Investments Commission, but may be at some future point in time. By investing in the Fund, I/we consent to the Fund being registered at some future point should the Trustee consider it appropriate. I/we also consent to registration taking place without the Trustee holding a meeting of Investors to approve the application for registration.

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 or 761GA 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 the last page of this application form.

Investor 1

Signature Date

Surname

Given name(s)

Capacity Sole Director Director Trustee Other

Investor 2 (joint investors)

Signature Date

Surname

Given name(s)

Capacity Director Company Secretary Trustee Other

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.

PLEASE NOTE: All signatories must provide certified copies of their drivers license or passport in addition to any identification documents required by the Customer Identification Form required for the Investor.


12. Adviser use only

By submitting this form with this section completed by your advisor you consent to your advisor receiving information about your investment in the Fund.

Office name

Surname

Given name(s)

Title (Mr/Mrs/Miss/Ms

Phone (business hours)

Adviser group email

Advisor group name

Adviser group AFSL

Adviser Signature

Date 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.

bmyg income fund information...

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