TYCHE PROPERTY FUND
PRIVATE PLACEMENT MEMORANDUM DATED 21 AUGUST 2015
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Tyche Property Fund
Private Placement Memorandum
Investment Manager: Tyche Asset Management Pty Ltd (ACN 603 645 647) (AFSL 473800)
Trustee and Issuer: OneVue RE Services Limited (ACN 101 103 011) (AFSL 223271)
Client Name: ____________________________
Document No.: _____
CONTENTS
IMPORTANT INFORMATION .................................. 2
THE TYCHE PROPERTY FUND ............................... 5
OVERVIEW OF THE OFFER .................................... 5
KEY RISKS ............................................................. 9
FEES AND CHARGES........................................... 12
UNITS IN THE FUND ............................................ 13
TAXATION ............................................................ 14
TRUST DEED ........................................................ 15
INVESTING IN THE FUND .................................... 17
ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM ......................................................... 19
PRIVACY .............................................................. 20
COMPLAINTS ....................................................... 21
SERVICE PROVIDER APPOINTMENTS ................. 22
GLOSSARY OF TERMS ........................................ 23
DIRECTORY ......................................................... 24
For more information
Phone: 02 9266 0066
Email: [email protected]
Visit: www.tycheam.com.au
IMPORTANT INFORMATION
/ WHOLESALE CLIENTS ONLY
Tyche Asset Management Pty Ltd (ACN 603 645 647)
(Australian Financial Services Licence No. 473800)
(Tyche, Tyche Asset Management or Investment
Manager) is the investment manager of the Tyche
Property Fund (Fund) and is responsible for the day to
day management of the Fund’s investments.
OneVue RE Services Limited (ACN 101 103 011)
(Australian Financial Services Licence No. 223271)
(OneVue or Trustee) is the issuer of this Private
Placement Memorandum and the trustee of the Fund.
OneVue is responsible for the overall operation of the
Fund.
When we, or us or our is used in this document it is a
reference to Tyche and OneVue.
This Private Placement Memorandum is an important
document that should be read before making a
decision to invest in the Fund. In particular, you should
read this document carefully and:
• assess whether the investment is appropriate for
you before making a decision to acquire Units in
the Fund;
• evaluate the taxation implications of investing in
the Fund; and
• consider talking to financial and tax advisers
before making an investment decision.
The information contained in this document is general
information only. It has been prepared to help you
decide whether this product will meet your needs and
may assist you to compare this product to others you
may be considering. This document does not and is
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not intended to contain any recommendations,
statements of opinion or advice. In any event, the
information in this document does not consider any
individual person’s objectives, financial situation or
particular needs.
This Private Placement Memorandum and the offer of
Units in the Fund are available to investors resident in
Australia and elsewhere receiving this document
(including electronically) in Australia or elsewhere who
qualify as "wholesale clients" as that term is defined in
section 761G and 761GA of the Corporations Act
2001 (Cth) (Corporations Act). The Trustee may also
accept applications from investors who are otherwise
permitted to invest as permitted by the Corporations
Act. Investors who are not resident in Australia can
invest in the Fund only where they are permitted by law
to do so.
If you are printing an electronic copy of this document you
must print all pages including the Application Form. If you
make this document available to another person, you must
give them the entire electronic file or printout, including the
Application Form. An electronic copy of this document (and
any supplementary documents) can also be obtained free
of charge on request by calling Tyche on 02 9266 0066,
or by emailing us on [email protected]. Units in the
Fund cannot be issued unless you use an Application Form
attached to either a paper or electronic copy of this
document or for additional investments, another method
agreed with the Trustee.
/ ACCEPTANCE OF CONDITIONS
By submitting an Application Form, you accept and
agree to the conditions in this document. If you do not
accept and agree to these terms and conditions, you
must return this Private Placement Memorandum
immediately to the person providing it to you.
/ CONFIDENTIALITY
You may receive further information in relation to the
Fund from OneVue or any of its related entities or any
of their respective officers, employees, agents or
advisers (Information Parties). You acknowledge that
all information contained in the Private Placement
Memorandum and the further information (together,
Information) must be treated as confidential.
/ NO REPRESENTATION OF COMPLETENESS OR ACCURACY OR THAT REASONABLE CARE TAKEN
None of the Information Parties makes or gives any
representation, warranty, or guarantee, whether
express or implied, that the Information is complete or
accurate or that it has been or will be audited or
independently verified, or that reasonable care has
been or will be taken by them in any way by you in
assuming any contractual or other obligation or
liability, whether in relation to the Units of the Fund, or
any assets held by the Fund.
/ UPDATE TO INFORMATION
Information set out in this document is subject to
change from time to time. Information not materially
adverse to Unit Holders in the Fund may be amended
without issuing an updated or supplementary
document. Any updates to Information will be sent to
Unit Holders electronically.
/ FUTURE MATTERS AND PROJECTIONS
Nothing contained in this Private Placement
Memorandum or any other Information is, or should be
relied upon as a representation as to future matters.
The Information may contain projections, estimates,
forecasts, and other forward looking information,
including some Information which has been compiled
by independent persons (together, Forecasts).
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Matters relating to the Fund are influenced by many
factors. Accordingly, the Forecasts, if any, are based
on assumptions which are subject to significant
uncertainties and contingencies, some of which are
outside the control of the Information Parties. No
representation, warranty or guarantee whether express
or implied, is made or given that any Forecast
contained in the Information will be achieved and actual
future results may vary significantly from the Forecasts
and the assumptions on which they are based.
Specifically, the provision of Information sourced from
independent persons is solely to provide additional
information to you and is not, and should not be taken
as an endorsement by OneVue of its contents. Nor
does reference to any person by OneVue (or any other
person) in the provision of Information indicate that
such a named person endorses the Fund, OneVue or
is otherwise connected with the issue of Units.
The value of your investment may rise and fall, and at
times your returns may be negative. Neither OneVue,
nor any of its related companies, directors, officers or
our external service providers, guarantees that your
investment will appreciate in value or retain its value,
guarantee the repayment of capital or guarantee the
performance of the Fund. Investment in the Fund is
subject to investment risk including possible delays in
repayment and loss of income or of capital invested.
/ POTENTIAL INVESTORS TO MAKE INDEPENDENT INVESTIGATIONS
This Private Placement Memorandum is provided on
the express basis that it does not purport to provide
all the information that you may require to evaluate or
make an investment decision. You should carry out
independent inquiries and investigations into, and
independent assessment and review of, the
Information including the Forecasts and should make
your own independent decision regarding investment
in the Fund. None of the Information Parties accepts
any responsibility for any inference, interpretation,
opinion or conclusion that you may draw or form
from the Information or which may otherwise be
based on or arise from the Information. OneVue
strongly recommends that you obtain independent
financial, legal and taxation advice before deciding
to acquire Units in the Fund. No independent review
of the Units in the Fund has been obtained or
commissioned by OneVue.
/ GST
Unless stated otherwise, all fees are exclusive of GST.
All monetary amounts referred to in this document are
given in Australian dollars (unless otherwise specified).
/ UNREGISTERED MANAGED INVESTMENT SCHEME
The Fund is not currently registered with the ASIC
pursuant to Chapter 5C of the Corporations Act and is
not required to be so registered. The Fund may
become registered with the ASIC at some time in the
future and by acquiring Units in the Fund, Unit Holders
are taken to agree to the Fund becoming registered at
that future time.
/ CAPITALISED TERMS
Capitalised terms have the meaning given to those
words in the Glossary of Terms section of this Private
Placement Memorandum.
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THE TYCHE PROPERTY FUND
Tyche Asset Management is the investment manager
of the Tyche Property Fund (Fund), an open-ended
unregistered unit trust specifically designed for the
Australian wholesale market and will also qualify as a
Complying Significant Investment (Balancing
Investment) for the Australian Government’s
Significant Investor Visa (SIV) and as a Complying
Premium Investment for the Australian Government’s
Premium Investor Visa (PIV) (see page 8).
The Fund is open for investment by wholesale
clients only1.
OVERVIEW OF THE OFFER
/ INVESTMENT OBJECTIVE
The Fund’s objective is to deliver returns on equity of
at least 15% per annum after fees and before tax.
Returns are not guaranteed by OneVue nor any other
party associated with this offer. As at the date of this
PPM, the Fund is newly established and has no
performance history. The investment objective is
expressed after the deduction of management fees,
expense recoveries but before taxation.2 The
investment objective is not intended to be a forecast.
The investment objective is only an indication of what
the investment strategy aims to achieve over the
medium to long term, assuming property markets
remain relatively stable during that time. The Fund
may not achieve its investment objective.
1 See sections 761G & 761GA of the Act 2 See pages 12 for details on fees and costs and page 14 for details on taxation.
/ INVESTMENT STRATEGY
The Fund will invest in Australian commercial,
industrial and or residential property assets.
The Fund accommodates three property strategies,
namely development and sale of properties,
development and management of properties, as well
as the purchase and management of established
properties.
The Fund aims to provide property development
investors with exposure to capital growth and some
potential for income from the Property.
The Fund aims to provide property management
investors with exposure to income generation and
the potential for capital growth.
In each instance, Tyche retains the discretion to
select the Property for the Fund. Details of the
Property will be provided to Unit Holders in the
Property Supplement.
If the intention is for the Property to be developed
and then sold, the marketing and timing of the
Property’s sale at the end of the term will be
important. The sale will be effected to provide
liquidity and maximise the return to Unit Holders at
that time. For this reason, and to take advantage of
market conditions the Trustee has the flexibility to sell
the Property at the end of the term plus or minus
one year.
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If the intention is for the Property to be retained as
an income generating asset, Tyche will engage an
external, professional operator to manage the
Property on behalf of investors.
The Fund’s properties developed for sale will invest
with an anticipated time horizon of up to five (5)
years, with the possibility of a two (2) year extension
subject to Unit Holders’ approval. The Fund will have
a review period within the second (2nd) year, at
which time we will deliver to investors the strategy for
the Fund’s remaining term, including its proposed
wind up date.
The Fund’s property purchases or developments
earmarked for ongoing property management will
not operate under any investment time horizon
restrictions.
/ INVESTMENT PROCESS
/ FUND STRUCTURE
The Fund offers different classes of units that are
referable to separate real estate assets. The Fund will
invest the assets of each class via a separate trust
(Sub-Fund) that will in turn purchase interests in
Property. The Sub-Funds may hold such interests
through further interposed entities or special purpose
vehicles (SPVs) such as unit trusts or companies.
The use of Sub-Funds segregates the various
Property assets and more easily facilitates obtaining
finance in relation to and granting security over such
assets. Sub-Funds can also facilitate the disposal of
the Fund's investments. In the event that market
conditions favour the disposal of a particular asset of
the Fund, the Fund can effect the disposal by selling
the unit holdings in the Sub-Fund with lending or
other arrangements in respect of the Sub-Fund in
tact.
INVESTMENT PORTFOLIO
Tyche will separately provide you with a Property
Supplement containing content related to the
Property into which the relevant Sub-Fund will invest.
LIQUIDITY
The Fund does not offer a redemption facility from a
Property in its development stage.
The Fund will offer a quarterly redemption facility
from a Property in the management stage, subject to
available liquidity.
This means that for a Property held for development
and subsequent sale, investors are required to
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remain invested in the Fund until the winding up
date of the Fund. Accordingly, an investment in
the Fund must be considered long term and
illiquid.
This also means that a Property held for
development and subsequent ongoing
management, investors are required to remain
invested in the Fund at least until the completion
of the development stage. At this point, the Fund
would begin to offer a quarterly redemption
facility, subject to available liquidity.
/ INVESTOR PROFILE
The Fund offers an opportunity for SIV, PIV,
wholesale and high net-worth investors to take
advantage of opportunities as they arise across
the commercial, industrial and or residential (where
permissible) property market sectors.
/ ABOUT THE INVESTMENT MANAGER
Tyche Asset Management was established in 2014
to fill a perceived gap in the Australian asset
management space.
Tyche’s portfolio managers have experience from
leading global firms and specialist boutiques.
Tyche is committed to focusing on the risk of
capital loss, and will apply their experience gained
across both global and Australian markets in
implementing the Fund's investment strategy.
Tyche predominately uses research and insights
generated in-house by its investment team. Key
investment management staff will be directly
managing the Fund. The investment team
members are also co-owners of Tyche, providing
management stability.
/ ABOUT THE TEAM
MATTHEW FISK
Project Manager
Matthew Fisk is an entrepreneurial property
development executive specialising in major urban
regeneration projects across residential, commercial,
retail and mixed use developments.
Matthew was the entrepreneur responsible for
conceptualising and delivering the world’s largest
water theme park, “Wet ‘n’ Wild Sydney”. Matthew
sold this project to ASX listed Village Roadshow
Limited.
Before the transition across to Tyche, Matthew was
the Development Director at Oracle Real Estate
Partners. Prior to that, Matthew held senior
development positions with the ASX listed Mirvac
Group, Austcorp and Domaine Property Funds
Limited.
He brings 16 years of experience to the table at
Tyche.
Matthew is a registered property valuer, and the
driving force behind the day to day management of
the development projects.
NEIL SHELSWELL, CFA
Fund Manager, CIO
Neil Shelswell is an investment executive with over
15 years of experience gained around the world.
Neil has been CIO and one of the Portfolio
Managers at Tyche Asset Management since its
inception in 2014.
Before Tyche, he was a financial adviser specialising
in wealth management at a boutique firm where he
designed and ran all their investment programmes.
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Prior to that, Neil had worked at both UBS
Investment Bank and UBS Wealth Management,
most recently as Head of Discretionary Portfolio
Management, Australia.
ZHIMING LIU, CFA
Fund Manager, CEO
When Zhiming founded Tyche in 2014, he brought 10
years of global investment experience with him,
drawn from several segments of the financial
markets. Mr Liu is experienced in investing in
equities, debentures, bonds and cash exposures.
Zhiming has also managed direct and indirect real
estate investments.
His investment style incorporates elements of both
value and growth investing, flexibly applied to take
advantage of market movements and trends.
/ SIV & PIV COMPLIANCE
Tyche intends to ensure that (once investment in the
Property has been effected) investment in the Fund
will comply with the requirements for:
• Complying Significant Investments (Balancing
Investments) under the Australian Government's
revised Significant Investor Visa (SIV) regulatory
framework; and
• Complying Premium Investments under the
Australian Government's Premium Investor Visa
(PIV) regulatory framework
which came into effect on 1 July 2015 under the
Migration Amendment (Investor Visas) Regulation
2015 (Migration Regulation) and the Migration
(IMMI 15/100: Complying Investments) Instrument
2015 (Migration Instrument).
Tyche will confirm compliance with the Complying
Significant Investments (Balancing Investments) and
Complying Premium Investments requirements to
the Department of Immigration and Border
Protection as required to assist in the SIV and PIV
application process.
There is a regulatory risk in investing in the Fund to
satisfy the requirements for Complying Significant
Investments (Balancing Investments) or Complying
Premium Investments, as the Minister for
Immigration and Border Protection may, in the future,
specify by legislative instrument further or different
requirements for Complying Significant Investments
or Complying Premium Investments.
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KEY RISKS
Every investment contains a degree of risk, and the
Fund is no exception. This risk includes the possibility
of losing some or all of the original investment.
Individual investors will need to assess the level of risk
they are able and willing to tolerate. The Fund should
be considered as having a High risk profile. Before
deciding to invest in the Fund, investors should
consider the risk which may apply to an investment in
the Fund. The Fund’s performance nor return of capital
are guaranteed. A redemption facility in respect of the
units is not offered by the Trustee in all circumstances,
so any investment should be considered illiquid. The
value of the Fund’s assets will be reflected in the value
of an investment in the Fund. Property markets are
volatile. Unit Prices will both rise and fall, as they are
dependent on the market value of the underlying
investments held within the Fund.
/ DEBT POLICY
While investment will be partly funded by investor
equity, debt will be secured from financiers, as
specified in the Property Supplement.
Senior debt funding will typically be sourced on a
limited recourse basis. It is expected that debt will be
secured by a first registered mortgage over the special
purpose vehicle that holds the Property. It is intended
that the financier will only have recourse to the assets
of the Sub-Fund or underlying relevant SPV.
Debt funding will be entered into by the relevant
Sub-Fund and will provide funding for projects with
a maximum permissible gearing level of 80% of
total project cost. Tyche may utilise both senior and
mezzanine funding, and repay and redraw upon
any such facility in order to maximise the efficient
use of capital.
Further, Tyche may consider fixing interest rates and
or purchasing interest rate risk management products
to limit investor exposure to interest rate increases.
Investors should expect that interest will be
capitalised.
/ FUND SPECIFIC RISKS
FUND RISK
There are risks that apply in particular to the Fund,
such as changes of investment managers or Trustee.
This could occur if 75% of all Unit Holders vote in
favour of such a motion at a Unit Holder’s meeting.
LIQUIDITY RISK
Should the Fund have difficulties selling the Property,
access to cash could be delayed. Investments in this
Fund should be considered to be an illiquid
investment.
VOLATILITY RISK
Market price volatility in the underlying assets of the
Fund may well result in variations in the amounts
distributed to Unit Holders, and in Unit Prices
themselves.
INVESTMENT SELECTION RISK
The selected Property may not perform as well as
others.
POLITICAL & LEGAL RISKS
The Fund’s asset values may be affected by
uncertainties surrounding economic and/or political
developments. Changes in legislation and regulations
ether in Australia or overseas may affect Fund asset
values.
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CURRENCY RISK
The Fund will be denominated in Australian dollars,
which is subject to appreciation and depreciation
against investors’ measurement currency.
TAXATION CHANGE RISK
Changes in taxation policy may impact the redemption
value issued to investors.
NO TRACK RECORD
The Fund is newly established and does not yet have
any performance history over the longer term.
NEW MANAGER RISK
The Investment Manager is a recently incorporated
entity and has limited experience as a corporate entity.
RISK RELATING TO THE LACK OF A
REDEMPTION FACILITY
The Fund does not provide a redemption facility in
respect of units in the Fund. Therefore, investment in
the Fund should be considered illiquid. Investors may
transfer their units to third parties - see the section
"Transfer of Investments" for details and restrictions.
RELATED PARTY TRANSACTIONS
The Fund reserves the right to enter into related party
transactions. The terms of any such transactions
would be executed upon arm’s length terms.
Should any specific investment opportunity, property
or project involve any related party transaction, such
transaction will be fully disclosed in the Property
Supplement.
FORCE MAJEURE EVENTS
Such events include acts of God, war and/or terrorism,
fire, flood, earthquakes and labour disputes. All of
these may negatively affect the Property and the
property market.
VALUATION
The value at which the Fund’s investments can be
liquidated may differ, sometimes significantly, from
interim valuations. In addition, the timing of liquidations
may also affect the values obtained on liquidation.
Assets traded by the Fund will generally be illiquid and
unlisted. Property assets held by the Fund may be
difficult or costly to value. Valuations may be based on
assumptions and estimates, which may be materially
higher than the values that the Fund ultimately realises
upon the maturity of the investments, or upon their
sale. Investors should be aware that valuation
uncertainties as to the property assets could have an
adverse effect on the net asset value if the Trustee or
valuer's judgements regarding appropriate valuations
should prove incorrect.
INTERPOSED ENTITIES
The Fund may gain certain Property exposures via
investment in interposed entities such as other trusts
and companies. The Trustee and/or Tyche may not
have little or no control over the interposed entities into
which it invests. Investment will generally be made in
interposed entities without any direct security interest
being granted for the benefit of the Fund or its
investors.
/ KEY PERSON RISK
Tyche has specialist investment personnel who are
responsible for implementing the investment process.
If this key investment staff were to leave, the manager
could be destabilised by consequence.
Neil Shelswell is the key person under Tyche's AFSL.
He is also one of the founding Principals, whose future
is tied to the long term success of the firm.
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/ CONSTRUCTION AND DEVELOPMENT RISK
The Fund may invest in a Property which has
development potential and/or may involve
construction activities. Such investment is likely to
involve exposure to construction, development and
facilities management risks including the following:
RELIANCE ON KEY CONTRACTS AND ABILITY
TO REPLACE KEY CONTRACTS
Construction companies are often reliant on a small
number of key contracts, which form the basis of the
construction company’s forecast financial figures. The
ongoing financial viability of construction companies is
dependent on the company’s ability to replace
individual key contracts in the event that the contract
is completed or otherwise discontinued (including
where conditions are not satisfied) and the accuracy
of cost estimations performed in tendering for key
contracts.
TIME DELAYS
Development approvals, complex construction
specifications, changes to design briefs, legal issues
and other documentation changes may give rise to
delays in construction completion, loss of revenue and
cost over-runs. Other time delays that may arise in
relation to construction and development include
supply of labour, scarcity of construction materials,
inclement weather conditions, land contamination and
unforeseen environmental issues, industrial action that
may arise from Occupational Health and Safety issues.
Objections raised by community interest groups,
environmental groups and neighbours may also delay
the granting of planning approvals, affecting the overall
progress of a project.
RELIANCE ON SUBCONTRACTORS
Construction companies often engage subcontractors
to undertake construction activities. Various risks may
arise from a company using subcontractors to
complete significant parts of construction and
development projects. There is a risk that
subcontractors may fail to perform the contract, may
become insolvent in the course of a project or may
have insufficient indemnity insurance to cover any
potential claims that may arise against them.
DESIGN RISK
There is a risk that design problems or defects may
result in rectification or other costs or liabilities.
/ GENERAL RISKS
MARKET RISK
The risk that the price of properties fall. Market prices
are subject to a numerous factors. These include
economic conditions, government regulations, market
sentiment, local and international political events and
environmental issues.
INFLATION RISK
The risk that the prices of goo`ds and services will
outpace growth in the value of investments.
INFORMATION RISK
We are committed to ensuring that your information
is kept secure and protected from misuse and loss
and from unauthorized access, modification and
disclosure. We use the internet in operating the
Fund, including that records may be stored in the
cloud. If stored overseas, different privacy and other
standards may apply there. Our Privacy Policy is
discussed below.
The internet does not however always result in a
secure information environment and although we
take steps we consider reasonable to protect your
information, we cannot absolutely guarantee
its security.
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FEES AND CHARGES
/ CAPITAL RAISING (ENTRY) FEES
Up to 3% + GST of the principal investment amount
upon successful launch of the Fund
/ INVESTMENT MANAGEMENT FEES
Up to 2% p.a. + GST of the Fund’s gross asset value
/ DEBT ARRANGEMENT FEE
Up to 2% + GST of the gross value of the amount of
debt sourced and applied in respect of a Sub-Trust
underlying a class of units
/ PROPERTY DEALING FEE
Up to 2.5% p.a. + GST of the gross value of the
relevant property asset
The exact fees for this Fund are specified in the
attached Property Supplement.
/ ADMINISTRATION EXPENSES
The Fund’s Trust Deed entitles Tyche to be
reimbursed out of the Fund’s assets for expenses
properly incurred in operating the Fund (including any
GST incurred on such expenses). Such expenses
include: registry fees, legal expenses, and stationery,
postage, and insurance and compliance costs.
Tyche Asset Management has determined that these
fees should not exceed a maximum level of 1.0% per
annum of net asset value of the Fund.
Transaction costs (such as custodian fees,
government taxes, duties and levies, bank charges,
accounting, Tax consulting, auditing and account
transaction charges) are paid out of the Fund’s
assets quarterly. On occasion, abnormal costs are
permitted to be paid out of the Fund. Such abnormal
costs may include the costs of holding Unit Holders'
meetings, effecting changes to the Trust Deed of the
Fund or terminating the Fund.
Tyche will not be reimbursed from the Fund for any
expenses that it incurs which are directly attributable
to the running of Tyche’ own business (for example,
internal salary expenses and overheads).
/ PERFORMANCE FEE STRUCTURE
A performance fee may be payable in respect of each
Unit class, and may be charge within the Fund or
within the Sub-Fund referable to the Unit class, in
accordance with the relevant trust deed. The Fund’s
Trust Deed allows for payment of a performance of
up to 50% + GST of any returns to investors,
including both income and capital gains.
The exact fee for each Unit class is specified in the
relevant Property Supplement.
/ INTEREST ON THE TRUST ACCOUNT
OneVue is required to maintain a trust account for
the Fund. The trust account held by OneVue is
operated by the Fund’s Unit registry provider OneVue
Fund Services Pty Limited. Any net interest earned
(after fees) on this trust account is retained by
OneVue and is not passed onto investors.
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UNITS IN THE FUND
/ VALUATION OF FUND ASSETS
The Fund’s net asset value is calculated by deducting
Fund liabilities from its assets. Tyche can choose its
valuation methods and policies for the Fund, and
may change these methods and policies from time
to time in line with market practices.
Liabilities will include all significant accrued income
and expenses that are due and payable to or by the
Fund. The Fund valuation is performed quarterly. The
Trustee may choose to conduct a valuation at any
time, at its sole discretion.
/ UNIT PRICING
The Fund’s Unit Price is calculated by dividing the
Fund’s net asset value by the number of Units on
issue. This calculation shall be done quarterly.
/ ISSUE PRICE
The Fund’s Unit Issue Prices are based on the Unit
Price of the Fund, then adjusted by a transaction
cost allowance. The Issue Price will have the
transaction cost allowance added to the Unit Price.
/ INCOME DISTRIBUTION AND REINVESTMENT
The Fund is not a tax paying entity as the Trustee
must distribute all of the income of the Fund in each
financial year. Income and any net realised capital
gains are distributed annually and are usually paid
after June 30th. In the absence of instructions to the
contrary, Tyche will automatically reinvest
distributions, creating additional Units in the Fund for
the relevant Unit Holders.
The net income of the Fund for each annual
distribution period is calculated at the end of the
distribution period. In the event that you have an
investment in the Fund at the close of business on
the last day of the period, you are entitled to a share
of the Fund’s net income for that period in proportion
to the number of Units held in the Fund.
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TAXATION
All tax information in this document is intended only
as a guide and thus should not be relied upon as a
complete statement of all relevant laws. It is highly
recommended that all prospective investors read this
document fully and also seek independent
professional advice as to any taxation implications of
investing in the Fund. Under existing Australian tax
legislation, no tax is payable by the Fund, as all
taxable income including net capital gains of the
Fund is distributed to investors each year. Any and
all taxable income that is distributed, including all
reinvested distributions, will be treated as part of the
investors’ assessable income in the year of
entitlement. The rate of tax an investor in the Fund
may pay depends on many factors, including the
type of distribution. Distributions can be classified as
income, tax credits (franking credits attached to
dividend income as well as credits for tax paid on
foreign income) or net capital gains. It is possible that
some distributions should not be included in the
investor’s tax return but will instead reduce the cost
base of the investments themselves for capital gains
tax purposes.
/ GOODS AND SERVICES TAX (GST)
GST will not apply to funds used in application for
Units in the Fund, or for withdrawals from the Fund.
It will be charged on the price of purchases made by
the Fund in carrying out its investment duties. It will
also apply to reimbursable expenses and any
management fees payable by the Fund. The Fund
may be entitled to claim a Reduced Input Tax Credits
(RITC) refund for part of the GST included in the
price of most purchases, and will do so when
possible.
/ TAX ON WITHDRAWALS
Withdrawals from the Fund may be subject to Capital
Gains Tax (CGT), as it will be treated as a disposal of
investments for tax purposes.
Individual investors who have held an investment for
over 12 months may be entitled to a CGT concession
that would halve the investor’s CGT liability.
Other taxpayers may be entitled to a 33.33% CGT
concession if they have held the investments for over
12 months.
/ TAX REPORTING
Following the end of the financial year, OneVue Fund
Services Pty Limited (ABN 18 107 333 308) (OneVue
Fund Services) shall deliver tax statements to its
investors. There is no obligation for investors to
provide a Tax File Number (TFN) or Australian
Business Number (ABN). Yet if neither is provided
and a valid exemption is not claimed, OneVue Fund
Services is obligated to deduct the highest marginal
tax rate from investor’s distributions, as well as the
Medicare levy, in order to comply with Australian
Taxation Office (ATO) requirements.
- 15 -
TRUST DEED
The Fund is established by the Trust Deed, which is
the framework for its operation, and sets out certain
rights, duties and obligations of OneVue as the
Trustee.
Its principal provisions include those dealing with:
/ RIGHTS OF UNIT HOLDERS
Subject to the Trust Deed of the Fund, Unit Holders
are generally entitled to:
a) receive a share of the Fund’s distributable
income;
b) transfer Units;
c) receive confirmation of investment;
d) receive acknowledgement of Units held;
e) receive annual audited accounts; and
f) inspect the Trust Deed.
You may contact the Trustee or Tyche for a copy of
the Trust Deed.
/ UNIT HOLDERS’ MEETINGS
Subject to the Trust Deed of the Fund, Unit Holders
are also entitled to requisition, attend and vote at Unit
Holders’ meetings for the Fund. A Unit Holder is
bound by a resolution of Unit Holders, whether or not
they attend the meeting at which it is passed.
/ INTEREST IN THE FUND – CLASSES OF UNITS
Each Unit issued in the Fund entitles the Unit Holder
to a beneficial interest in the assets referrable to the
class of Units in which you invest. Investing in the
Fund does not give an interest in any particular part
or assets of the Sub-Fund.
/ UNIT HOLDER LIABILITY
The Trust Deed limits a Unit holder’s liability in the
Fund to the amount the investor has invested,
however the law in relation to Unit holder liability has
not yet been settled. The Trustee is allowed by the
Trust Deed to recover from you any taxes or other
amounts that the Fund is required to pay because
you hold Units or because of any action you have
taken or failed to take, either by deduction from
amounts payable to you Units.
/ THE TRUSTEE'S INDEMNITY AND LIABILITY
The Trustee is indemnified under the Trust Deed for
all amounts incurred by it in the proper performance
of its duties. The Trustee’s liability to Unit Holders is
limited to the Trustee’s ability to be indemnified from
the Fund subject to the law and the Trustee acting
without breach of trust, fraud or gross negligence
involving a failure to show the degree of care and
diligence required of it.
/ REMOVAL OF TRUSTEE
The Trustee may be removed from office by a
resolution of Unit Holders, provided that the Trustee
is given three months' prior written notice, and a new
Trustee is appointed by such resolution of Unit
Holders and accepts by the execution of a document
that the new Trustee is bound by the terms of the
Trust Deed.
/ TERMINATION OF THE FUND
The Trustee can terminate the Fund at any time
with the consent of Tyche or when required by law.
If the Fund is terminated, we will realise the Fund’s
- 16 -
assets and pay off the Fund’s liabilities (including
those incurred in winding up the Fund and any
unpaid fees).
Unit Holders are then entitled to a share of the
balance of the assets in accordance with the
Fund’s Trust Deed. This will be the final distribution
of the Fund, which may include both a capital and
income component.
It is the Trust Deed of the Fund which binds all Unit
Holders. The provisions of the Trust Deed will prevail
over statements in this Private Placement
Memorandum in the event of any inconsistency.
OneVue, as Trustee, may alter or modify the Trust
Deed in accordance with the provisions of the Trust
Deed and any relevant provisions of the Corporations
Act. Other factors that may affect provisions of the
Trust Deed are future amendments to the law
governing managed investment schemes as well as
any relevant changes to ASIC regulations.
We have only summarised and paraphrased
important provisions of the Trust Deed, and have not
summarised all provisions within the Trust Deed. As
such, Unit Holders should read the Trust Deed for the
detailed terms about the operation of the Fund.
Tyche will make available copies of the Trust Deed
upon request.
- 17 -
INVESTING IN THE FUND
/ MINIMUM INVESTMENT
SIGNIFICANT AND PREMIUM INVESTOR VISA
INVESTORS
The Fund is a Complying Significant Investments
(Balancing Investments) for SIV investors and a
Complying Premium Investments for PIV investors.
Tyche has set a minimum initial investment
requirement of AUD $100,000 for these investors.
Additional investments by SIV or PIV investors must
be at a minimum of AUD $100,000, and subject to
approval by the Fund’s Trustee.
WHOLESALE OR SOPHISTICATED INVESTORS
Tyche has set a minimum initial investment
requirement of AUD $100,000.
Additional investments by an existing wholesale
investor must be at a minimum of AUD $100,000,
and subject to approval by the Fund’s Trustee.
/ WHO CAN INVEST IN THE FUND?
Tyche will only accept investments from investors
who fall within the following categories:
1. SIV applicants investing an initial amount of AUD
$100,000 or more;
2. PIV applicants investing an initial amount of AUD
$100,000 or more;
3. Australian citizens or permanent residents
investing an initial amount of AUD $100,000 or more;
4. Australian citizens or permanent residents with net
assets of at least AUD $2.5 million;
5. Australian citizens or permanent residents with a
gross income of at least AUD $250,000 a year for
each of the last two years.
6. Persons who qualify as a “professional investor”
within the meaning of the Corporations Act.
7. Persons who qualify as a “sophisticated investor”
within the meaning of the Corporations Act.
Persons applying under categories 1 to 5 must
provide Tyche with a copy of a qualified accountant’s
certificate dated within the preceding six (6) months
certifying that they either meet the required net
assets criteria or that this person earned at least AUD
$250,000 (gross income) a year for each of the last
two (2) financial years.
Persons applying under category 7 shall be
permitted as a “sophisticated investor” within the
meaning of the Corporations Act, where:
a. Tyche has reasonable grounds to be
satisfied that the other person has sufficient
previous experience in using financial
services and investing in financial products
that the person can assess the following:
1. both the merits and value of the
product or service;
2. the risks associated with holding the
product;
3. the person’s own information needs
and the adequacy of the information
provided by Tyche Asset
Management (the product issuer);
- 18 -
Persons applying under category 7 shall also be
obliged to meet requirements that:
1. Tyche gives such persons before, or at the
time when the product is provided, a written
statement of Tyche’s reasons for being
satisfied as to those matters;
2. The person signs a written acknowledgment
before, or at the time when the product is
provided, that:
a. Tyche has not given the person a
Product Disclosure Statement;
b. Tyche has not given the person any other
document that would be required to be
given to the person under this Chapter if
the product or service were provided to
the person as a retail client; and
c. Tyche does not have any other obligation
to the person under this Chapter that
Tyche would have if the product or
service were provided to the client as a
retail client.
Please note that references to the word “person”
above include references to corporations and
institutional investors.
HOW TO INVEST?
APPLICATION FOR UNITS
Initial investments in Units of the Fund must be
accompanied by a completed Application Form
which is attached to this Private Placement
Memorandum. SIV and PIV investors must also
complete Form 1413. Subject to acceptance by
Tyche, Units will be issued on the first Application
Day after receipt of the completed Application
Form(s) together with cleared funds at least 7
calendar days prior. Tyche may reject applications for
any reason, in part of in full, at its absolute discretion.
The Trustee will return all application monies where
applications are not accepted or part application
monies where applications are accepted in part. The
Trustee will not pay any interest on application
monies returned to Applicants.
Application Days occur on the Business Day
immediately after the valuation of the Fund’s
assets, and the striking of a Unit Price in the
relevant quarter. The Net Asset Value of the Fund
on the day prior to the relevant Application Day will
determine the relevant value against which the
Issue Price of Units will be calculated.
Investors wishing to apply for additional Units in
the Fund are obliged to complete the Application
Form again.
TRANSFER OF INVESTMENTS
Units may not be sold, transferred or otherwise
disposed of (directly or indirectly) without the prior
written consent of the Trustee. The Trustee has the
right to delay or refuse any request for transfer.
Transfer requests should be made in writing to the
Trustee along with a stamped transfer form. Stamp
duty and capital gains tax may arise from a transfer
of Units.
- 19 -
ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM
For OneVue to satisfy its obligations under counter-
terrorism, taxation and anti-money laundering
legislation, OneVue may require further information
from you in order to verify the source of your funds,
your identity and further related matters. OneVue is
required to sight appropriate documentation as part
of that procedure. OneVue must maintain records of
information obtained. OneVue may disclose investor
information to Tyche to help satisfy any obligations
Tyche has at law. OneVue may also disclose your
information where required by law to do so. In all
other circumstances the information gathered will be
kept confidentially. If you do not provide us with
relevant information, we may not be able to
process your transactions, or may not be able to
issue you Units within the time periods
contemplated in this document. Applying for Units
in the Fund involves your agreement that OneVue
retains absolute discretion as to whether it will
issue Units to applicants. OneVue also retains its
absolute discretion to cancel or redeem any Units
which have been issued to investors if OneVue
believes this to be appropriate in light of its
obligations under the Anti-Money Laundering and
Counter-Terrorism Financing Act 2006
(Commonwealth) or related legislation.
- 20 -
PRIVACY
We respect what you tell us. We use personal
information about you principally to administer your
investment, comply with laws and also to conduct
research. Tyche may also use it to conduct direct
marketing - if you do not want this, say so using the
Application Form or just contact us.
We will not share any information that it has about
you unless:
• our policy allows
• you otherwise agree,
• in circumstances where the Australian Privacy
Principles authorize the use or disclosure
(for example, the law requires, a regulator or
exchange requests),
• we consider that someone needs the
information
(typically because they are a regulator or
exchange, or your adviser or they assist us), or
• to administer your investment.
If you do not provide us with your contact details and
other personal information asked for, we may not be
able to have or keep you as an investor. You may
access the personal information about you that we
hold. If details we hold about you are incorrect, they
will generally be corrected, always free of charge, if
you contact us. We will have no information about
you if you are investing through an administration
platform. A copy of our Privacy Policy is available on
our website.
- 21 -
COMPLAINTS
OneVue prides itself in its service levels, but if
something disappoints you, please contact
OneVue direct.
OneVue will attempt to resolve your concerns
within 45 days. If you remain unhappy OneVue will
always tell you other steps you can take. One of
these is to take your complaint to:
The Financial Ombudsman Service GPO Box 3 Melbourne, Victoria, 3001
T: 1300 78 08 08 | E: [email protected].
FOS is independent of OneVue.
FOS has some rules which may change from time to
time, including that the claim involved must generally
be under $500,000.
Current details can be obtained from
www.fos.org.au.
- 22 -
SERVICE PROVIDER APPOINTMENTS
For details of service providers appointed for the
Fund, see the Directory on page 23.
OneVue will hold the assets of the Fund on trust.
OneVue may appoint independent custodians
and sub-custodians for such investments at any
time without notice to Unit Holders, on such
terms as OneVue (in consultation with Tyche)
considers appropriate.
Any custodian or sub-custodian so appointed may
not be liable for any loss to the Fund resulting from
any act or omission in relation to the services
provided unless such loss results directly from wilful
misconduct, negligence or fraud.
OneVue will outsource the Fund’s administration to
Unicorn Chartered Accountants who will provide
accounting services, conduct quarterly Unit pricing
calculations, portfolio valuations, and other related
administration and Fund accounting services.
- 23 -
GLOSSARY OF TERMS
‘AUD $’ means Australian Dollars
‘AFSL’ means Australian Financial Services License
‘Application Days’ means Business Days on which
applications are processed
‘Application Form’ means the application form
included in this Private Placement Memorandum
‘ASIC’ means Australian Securities and Investments
Commission
‘ASX’ means Australian Securities Exchange
‘Australian Privacy Principles’ means Schedule 1
to the Privacy Act 1988 (Commonwealth)
‘Balancing Investments’ has the meaning given in
the Migration (IMMI 15/100: Complying Investments)
Instrument 2015.
‘Business Day’ means any weekday during which
most banks are open for general banking business in
NSW
‘Complying Significant Investments’ has the
meaning given in the Migration (IMMI 15/100:
Complying Investments) Instrument 2015.
‘Complying Premium Investments’ has the
meaning given in the Migration (IMMI 15/100:
Complying Investments) Instrument 2015.
‘Fund’ means the Tyche Property Fund
‘GST’ means Goods & Services Tax
‘Information’ means information in relation to the
Fund contained in this Private Placement
Memorandum, the Property Supplement or provided
by any of the Information Parties
‘Information Parties’ means OneVue or any of its
related entities or any of their respective officers,
employees, agents or advisers
‘Issue Price‘ means the price at which Fund Units
are issued
‘Portfolio’ means the Fund’s investments on behalf
of its investors
‘Private Placement Memorandum’ means this
document.
‘Property Supplement’ means the document
detailing the specific property and/or project the
Fund will invest in.
‘The Corporations Act’ means the Corporations Act
2001 (Commonwealth)
‘Trust Deed’ means the Deed establishing the Tyche
Property Fund, executed on 19 June 2015
‘We’, ‘our’, or ‘us’ means Tyche Asset Management
Pty Ltd and OneVue RE Services Limited
‘Unit’ means an individual interest in the Fund as
prescribed in the Trust Deed
'Unit Price' means the Fund's net asset value
divided by the number of Units on issue, as
calculated daily
‘Unit Holder’ means a person who completes and
submits to the Trustee an Application Form and
subscription monies for the Fund in accordance with
the terms of this Private Placement Memorandum,
whose application has been accepted, and who has
been registered as a holder of Units under the terms
of the Trust Deed
DIRECTORY
MANAGER
TYCHE ASSET MANAGEMENT PTY LTD
ACN 603 645 647 AFSL 473800
Suite E, Level 31 2 Park Street Sydney NSW 2000 Australia
T: +61 2 9266 0066 FAX: +61 2 9266 0088
www.tycheam.com.au
TRUSTEE
ONEVUE RE SERVICES LIMITED
ACN 101 103 011 AFSL 223271
Level 5, 10 Spring Street Sydney NSW 2000 Australia
AUDITOR
MOORE STEPHENS
Level 15, 135 King Street Sydney NSW 2000 Australia
ADMINISTRATOR
UNICORN CHARTERED ACCOUNTANTS
ABN 77 827 916 205
MLC Centre Level 57, 19-29 Martin Place Sydney NSW 2000 Australia
LEGAL
BAKER & MCKENZIE
AMP Centre Level 27, 50 Bridge Street Sydney NSW 2000 Australia