gersh investment fund information memorandum

Gersh Investment FundInformation MemorandumJuly 18, 2018

For personal use only by wholesale and professional investors

TrusteeGersh Fund Administration Pty Ltd ACN 615 688 081Authorised Representative of Gersh Securities Pty LtdLevel 2, 650 Chapel StreetSouth Yarra VIC 3141Phone: +61 3 9823 3400Email: [email protected] Web: www.gersh.com.au

Registry Services One Registry ServicesLevel 11, 20 Hunter Street Sydney New South Wales 2000PO Box R1479Royal Exchange NSW 1225Phone +61 2 8188 1510

DIRECTORY

LicenseeGersh Securities Pty Ltd ACN 147 772 914AFSL no 392 999Level 2, 650 Chapel StreetSouth Yarra VIC 3141Phone: +61 3 9823 3400Email: [email protected] Web: www.gersh.com.au

Investment ManagerGersh Funds Management Pty Ltd ACN 624 329 773Authorised Representative ofGersh Securities Pty LtdLevel 2, 650 Chapel StreetSouth Yarra VIC 3141Phone: +61 3 9823 3400Email: [email protected] Web: www.gersh.com.au

Tax AdvisersPitcher PartnersLevel 19, 15 William StreetMelbourneVictoria 3000Phone: +61 3 8610 5000

Legal AdvisorsMcMahon ClarkeLevel 13, 461 Bourke StreetMelbourne Victoria 3000Phone: +61 3 9909 1400

IMPORTANT NOTICE & DISCLAIMERThis Information Memorandum is dated 18 July, 2018 (“the Preparation Date”) and is issued by Gersh Fund Adminstration Pty Ltd ACN 615 688 081(“the Trustee”), the trustee of the Gersh Investment Fund (“the Fund”). This Information Memorandum sets out information about the Fund upon which the recipient of this Information Memorandum (“the Recipient”) may base a decision as to whether it should investigate a possible investment in the Fund.

The Trustee has appointed Gersh Funds Management Pty Ltd ACN 624 329 773 (“the Investment Manager”) to act as the investment manager of the Fund.

This Fund will be a “wholesale fund” and is not a registered managed investment scheme under section 601EB of the Corporations Act. This Information Memorandum is supplied personally to the Recipient on the following conditions, which are expressly accepted and agreed to by the Recipient, in part consideration of the supply of this Information Memorandum, as evidenced by the Recipient’s retention of this Information Memorandum. If these conditions are not acceptable then this Information Memorandum is to be returned to the Trustee immediately.

1. NooffertosubscribeforaninterestintheFundismadepursuanttothisInformationMemorandumwheretheofferwouldneed a regulated disclosure document under Division 2 of Part 7.9 of the Corporations Act. This Information Memorandum is neither a prospectus nor a product disclosure statement regulated under the Corporations Act, nor is it required to be. A copy is not required to be, and has not been, lodged with the Australian Securities and Investments Commission (ASIC).

2. This Information Memorandum has been prepared only for the issue to, and use by, prospective investors who qualify as“EligibleInvestors”.InAustralia,aninvestorqualifiesasanEligibleInvestoriftheyarea“wholesaleclient”(asdefinedinsection761GoftheCorporationsAct)orapersonwhosatisfiestheTrusteethatitisnota“retailclient”withinthemeaningoftheCorporationsActandwhootherwisesatisfiestheTrustee’sinvestmentcriteria.

3. Thisinformationdoesnotconstituteandshouldnotbeconstruedasanoffer,invitation,proposalorrecommendationtoapply for Units by persons who are not Eligible Investors. Applications or any requests for information from persons who are not Eligible Investors will not be accepted.

4. This Information Memorandum does not purport to contain all the information that may be required to evaluate any transaction in relation to the Fund (or would be required if it were a disclosure document which required lodgement with ASIC under the Corporations Act). The Recipient and respective advisers should conduct their own independent review, investigations and analysis of the Fund and of the information contained, or referred to, in this document, before making a decision to invest in the Fund.

5. NeithertheTrusteenortheInvestmentManager,northeirdirectors,officers,employees,agents,advisersorrepresentatives(referredtocollectivelyas“theBeneficiaries”)makesanyrepresentationorwarranty,expressorimplied,as to the accuracy, reliability or completeness of the information contained in this Information Memorandum or previously orsubsequentlyprovidedtotheRecipientbyanyoftheBeneficiaries.Thisincludes,withoutlimitation,anyhistoricalfinancialinformation,forwardlookingstatements,estimatesandprojectionsandanyotherfinancialinformationderivedtherefrom. Nothing contained in this Information Memorandum is, or shall be, relied upon by the Recipient or any other person, as a promise or representation, whether as to the past or the future.

6. Exceptinsofarasliabilityunderanylawcannotbeexcluded,theBeneficiariesshallhavenoresponsibilityarisinginrespect of the information contained in this Information Memorandum or in any other way for errors or omissions (includingresponsibilitytoanypersonsbyreasonofnegligence).TheBeneficiariesdonotwarrantnorrepresenttheaccuracy, completeness or currency of, or accept any responsibility for errors or omissions in, any information contained in or omitted from this Information Memorandum (whether oral or written), and disclaim and exclude all liability (to the maximum extent permitted by law) for all losses and claims arising anywhere out of, or in connection with, any information contained in or omitted from this Information Memorandum (whether oral or written), including by reason of reliancebyanypersononsuchinformation.NoneoftheBeneficiariestakeresponsibilityforanyinformation,statement or representation contained in this Information Memorandum nor any omission from it.

7. Except in certain circumstances (including fraud, negligence or default by the Trustee), the Trustee enters into transactions for the Fund in its capacity as trustee of the Fund only, not in its own capacity, and its liability in relation to those transactions is limited to the assets of the Fund.

8. This Information Memorandum has been prepared as at the Preparation Date, and its delivery at any time after the Preparation Date does not imply that the information contained in it is accurate, timely or complete at any time subsequent to the Preparation Date. The Trustee may in its absolute discretion, but without being under any obligation to doso,updateorsupplementthisInformationMemorandum.Anyfurtherinformationwillbeprovidedsubjectto these terms and conditions.

9. The Trustee has not authorised any person to give any information or to make any representation or provide information inconnectionwiththeFundnoranyofferthatisnotcontainedinthisInformationMemorandum.Anysuchinformation or representation not contained in this document must not be relied upon as having been authorised by or on behalf of the Trustee.

10. This Information Memorandum, including any update or supplement to this document, does not and will not form part of any contract for the investment in interests in the Fund that may result from the review, investigation or analysis of the Fund by the Recipient or its advisers. Any contract entered into for an investment in units in the Fund (“the Units”) will contain any or all information, representations and warranties upon which the Recipient or any other intending acquirer should rely.

11. The Trustee reserves the right to evaluate any applications for investment in the Fund and is entitled to await receipt ofclearedfundsbeforedecidingtorejectanyorallapplicationssubmitted.TheTrusteeisnotobligedtogivereasons forrejectinganyapplicationmade.TheBeneficiariesshallnotbeliabletocompensatetheRecipientoranyapplicantforUnits (“Applicant”), for any costs or expenses incurred in reviewing investigating or analysing any information in relation to the Fund, in making an application or otherwise.

12. The Trustee reserves the right to charge an Applicant a dishonour fee (not exceeding the dishonour fee charged to the Trustee) in the event that a cheque on an application is void.

13. The information in this Information Memorandum is provided personally to the Recipient as a matter of interest only. It does not amount to a recommendation either expressly or by implication with respect to any investment in the Fund. This Information Memorandum does not constitute tax or investment advice and does not take into account any personal objectives,circumstancesorfinancialneedsofanyparticularinvestor.PotentialApplicantsshouldobtaintheirownfinancialadvicewhenconsideringaninvestmentintheFund.

14. The content of this Information Memorandum is:

Strictlyconfidential;

Not to be disclosed by a Recipient to any other person or entity, whether an associate or related body corporate of the Recipient, other than an employee or professional adviser to the Recipient and then only for the sole purpose of the RecipientconsideringandtakingadviceastowhetheritwillapplyforUnits;and

Not to be reproduced, either in whole or in any part or parts, without the Trustee’s prior written consent and, if such written consent is given, only for the purposes referred to above.

15. The information in this Information Memorandum may not be appropriate for all persons and it is not possible for the Beneficiariestohaveregardtotheinvestmentobjectives,financialsituationandparticularneedsofeachRecipientorperson who reads or uses the information in this Information Memorandum. Before using or acting in reliance on the information in this Information Memorandum, the Recipient should check its accuracy, reliability and completeness and obtainindependentandspecificadvicefromappropriateexperts.

16. TheOfferofUnitscontainedinthisInformationMemorandumisavailabletoEligibleInvestorsreceivingtheInformationMemoranduminAustralia.ThisInformationMemorandumdoesnotconstituteanofferinanyplaceoutsideofAustraliawhere,ortoanypersontowhom,itwouldbeunlawfultomakesuchanoffer.ThedistributionoftheInformationMemoranduminjurisdictionsoutsideAustraliamayberestrictedbylawandpersonswhocomeintopossessionoftheInformation Memorandum should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law.

17. CertaincapitalisedwordsandexpressionsusedinthisInformationMemorandumaredefinedintheGlossary.Allreferences to dollar amounts in this Information Memorandum are to Australian Dollars (AUD) and are exclusive of GST, unless otherwise stated.

In this Information Memorandum, the terms “we”, “our” and “us” refers to the Trustee, and “you” and “your” refers to an Investor (or prospective Investor) in the Fund.

Gersh Investment Fund Information Memorandum Gersh Investment Fund Information Memorandum4 5

TABLE OF CONTENTS

1 AbouttheOffer 8

2 Key Features 10

3 Investment Management 12

4 Fund Operations 22

5 Investment Risks 28

6 Fees and Costs 32

7 Taxation 34

8 Important Documents 38

9 Investing 42

10 Glossary 46

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ABOUT THE OFFER

BackgroundRecent prudential based regulatory changes in the banking sector have severely limited the ability of themajorAustralianbankstoprovidefinancetothecommercialloanmarket.Thismarket,whichcomprisesdevelopmentfinancingforbothcommercialandlargescaleresidentialdevelopment,high-LVRorstructuredfinancingforcommercialproperty,aswellasfinancingonnon-income producing land assets, is now severely capital constrained. Itisestimatedthatthelimitationsplacedonthemajorbankshasalreadycreatedafinancingshortfallinthe Australian market alone in excess of $15 billion. Further, with bank lending to the commercial market currently totalling $234 billion , the continued application of the lending restrictions is anticipated to increase this shortfall substantially in the future. Thissituationhasledtoproblemsformanypropertydevelopers,withtheeffectfeltmoststronglybyoff-shoredevelopersinvestingintoAustralia,whoareoftenunabletoaccessseniorfinancing,letalonestructured or non-vanilla facilities. Although the process of “disintermediation” (the elimination of a bank as a middle-man – connecting investorsmoredirectlywithborrowers)beganseveralyearsago,thereremainsasignificantshortfallinfunding, with this only forecast to increase as the demand from borrowers accelerates. However, what is a problem for borrowers is an opportunity for those small number of lenders and investorswhoareabletoservicethemarket.Inrecentyears,non-bankfinanciershavebeenabletocharge unusually high rates of interest on relatively low-risk ventures – rates that well exceed those previouslychargedbythemajorbanksonsimilarprojects.In recent times, these rates have been as high as 8-12% per annum for senior secured debt, and in excessof14%formoderatelyriskratedsubordinatedfinancing,andwiththegrowingfundingshortfall,these rates are only expected to increase in the future.

The OpportunityThis Information Memorandum has been prepared to provide a select group of Investors with an opportunity to participate in an unregistered wholesale managed investment scheme, the Gersh Investment Fund.TheFundhasbeenestablishedforthepurposeofprovidingarangeoffirstmortgageandstructuredfinancingfacilitiestoparticipantsintheAustralianpropertydevelopmentmarkets,includingfacilitiesrelated to: Construction funding Bridgingfinance Subordinatedorstructuredfinance Residualstockfinancing;and Land banking, rezoning and subdivision.

The Fund focuses on term debt or construction funding loans where the sole underlying asset class securing the loan is real estate located in Australia (or “Financing Facilities”). These facilities typically range in terms from 12 months to 4 years, and in the case of development funding, are typically repaid priortoanyprofitdistributiontoequityparticipantsintheprojects.

Stringent investment criteria are observed prior to the provision of any Financing Facility, ensuring that risk is managed throughout the term. This necessarily involves gaining an intimate understanding of thebusinessesandprojectsofeachborrowerinordertomitigatethelikelihoodofdefault,toensurethat the capital of the Fund is protected, and importantly to make sure that the Fund receives a return given any risks involved.

Investor Benefits

AsaparticipantintheFund,youmayreceiveanumberofbenefits,whichcombinetoincreasethereturns available to you whilst at the same time reducing the risks associated with participating in the lending market. These include:

Access to exclusive opportunities: because many borrowers only approach a small number of institutional or wholesale lenders, many investment opportunities are simply never made available to individual investors. As a professional investor, the Investment Manager has access to a continual pipeline of these exclusive investment opportunities.

Participation in larger investment opportunities: as an individual, investors are generally limited to making modest investments in smaller opportunities. By pooling the resources of any Investors, theFundisabletoparticipateinmuchlargerprojectswhicharenormallyoutofthereachof any individuals.

Diversification:ratherthanbeingforcedtoinvestinjustoneorahandfulofopportunities,theFund is able to invest in many opportunities, spread across many types of property holdings and developments,providingdiversificationbyassettype,class,marketandprojectparticipants.

Professional management: while it is easy to lend money, it is much harder to do so professionally, and to manage the risks associated with any particular opportunity. The Investment Manager and its principals have both the experience and skill to undertake the vital due diligence and management processes, and the ability to mitigate many risks associated with the operations of the Fund.

The end result is the provision to Investors of a superior risk-weighted return than would normally be available to them as individuals.

Experienced Investment Management

The Investment Manager of the Fund is Gersh Funds Management Pty Ltd, a member of the Gersh Group (“Gersh”). Gersh is a specialist real estate advisory, capital management and principal investment group servicing a diverse client base in Australia and Internationally.

Gersh, which was formed in 2001, maintains a particular focus on the creation of value and delivery ofsuperiorrisk-adjustedreturnstoinvestorsandassetcreatorsthroughthestructuringandactivemanagement of real estate and capital.

Over the past 17 years, Gersh has capitalised on its deep understanding of property to participate in theformationandmanagementofover$2billionofrealestateprojectsasindependentadvisor,andcapital manager.

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2 KEY FEATURES

ThekeyfeaturesandbenefitsoftheFundsetoutinthissectionareasummaryonly.Youshouldreadthe whole Information Memorandum before completing the Application Form as it contains important information about investing in the Fund. You should also consider seeking independent legal, taxation andfinancialadvicebeforeinvestingintheFund.

Gersh Investment Fund Key Features and Benefits Further Details

Investment Structure Australian Resident Open Ended Unit Trust. Section 4.1

Investment Strategy The Fund provides secured Financing Facilities to property industry Section 3.1 participantsinvolvedinprojectssuchascommercial,development, residential development and residential land banking & subdivision.

Investment Objective TheobjectiveoftheFundistoprovideInvestorswithaprofessionally Section3 managedexposuretoadiversifiedportfolioofsenior,structuredand term debt opportunities, secured by quality Australian real estate including property developments.

Nature of Investment Return The Fund will receive income from each Financing Facility in the form Section 3 of interest, establishment fees, and in some cases, performance based orprofitsharearrangements.

Target Investment Return The Fund targets an annual return (post all fees and expenses) Section 3.4 inexcessof9%perannum,althoughthismaybeaffectedbyavariety of factors. Note that all stated returns are management targets, not guarantees of investment returns.

Target Fund Size In excess of $100 million. Section 4.2

Minimum Subscription No Units will be issued in the Fund until we have received applications Section 4.3 totalling$10million,howeverthismaybereducedifthemajorityof fundscanbeappliedtoafinancingopportunitywithin28days.

Investment Qualification An investment in the Fund is only available to Eligible Investors. Section 9.2

Minimum Investment The minimum Application Amount is $250,000, and thereafter in Section 9.3 $50,000 multiples.

Risks There are risks associated with an investment in the Fund. The value Section 5 of an investment in the Fund and the amount of income it generates may rise or fall and you may incur losses.

Investment Term AllinvestorsintheFundaresubjecttoaminimuminvestment Section4.14 term of 18 months from the date when their Units are issued (“the Lockout Period”).

Liquidity Following the Lockout Period, you will generally have an opportunity Section 4.13 toredeemyourinvestment(inpartorinfull,subjecttothecashreserves of the Fund) whenever one of the Fund’s underlying Financing Facilities matures.

Gersh Investment Fund Key Features and Benefits Further Details

Gearing The Fund may utilise gearing, which will generally be limited to 10% Section 3.3 of the total asset value of the Fund for long term (core) debt, or 25% for short term debt.

Unit Pricing Quarterly. Section 4.12

Distribution Reinvestment UnlessotherwisespecifiedontheApplicationFormorrequestedin Section9.5 writing, all distributions will be automatically reinvested.

Reporting You will be kept updated on your investment and its performance with Section 4.16 regularupdatessuchasunitprices,investmentconfirmationsand annual statements.

Trustee Fee We are entitled to a trustee fee of 0.25% per annum of the value of Section 6.1 theassetsoftheFund(subjecttoaminimumof$4,000per calendar month).

Investment Management Fees The fees payable to the Investment Manager are based on the nature Section 6.1 of the underlying Fund investments. For Senior Facilities the fees are: Establishment Fee: 1% Management Fee: 1% per annum For Structured Facilities (such as high-LVR, subordinated or other structuredfinancingarrangements): Establishment Fee: 2% Management Fee: 1.75% per annum It should be noted that in general the Establishment Fees are recoverable from the borrowers and therefore do not generally represent an additional expense of the Fund.

Performance Fees The Investment Manager is entitled to a performance fee on the Section 6.1 termination of each Financing Facility equal to 10% of the return on each facility over and above the Performance Hurdle of 8% per annum (compounded, post fees).

Buy/Sell Spread Units have a Buy/Sell spread of 1% (made up of a nil Buy Spread, and Section 4.6 a 1% Sell Spread). The Buy/Sell spread is not a fee payable to us, but and Section 6.1 rather is retained by the Fund to cover any costs that may be incurred in funding Unit issues or redemptions.

Advisor Remuneration Subjecttoyourinstruction,wemayfacilitatethedeductionofupto Section9.7 2% from your Application Amount prior to issuing you Units. This amount will be paid directly to your Advisor, as indicated by you on the Application Form.

Goods and Services Tax Unless indicated otherwise, all fees and charges in this document are Section 7 shown in Australian dollars and exclude GST.


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INVESTMENT MANAGEMENT

Investment StrategyAlthough we are responsible for the general operation of the Fund, the sourcing, assessment and ongoing management of investment opportunities will be managed by Gersh Funds Management Pty Ltd acting in its capacity as the Investment Manager.The Investment Manager has developed an investment strategy for the Fund that capitalises on the deep property experience of the Gersh executive team. EachpotentialinvestmentoftheFundissubjectedtorigorousanalysisandriskassessment. Asystematicapproach,combinedwithaneyeforopportunityoffersinvestorsaccesstohigh qualityfinancingopportunitiesthatinmanycasesarenotgenerallyavailableelsewhere.In implementing this strategy, the following key principles are paramount:Selection: examining all the aspects of proven investment property selection.Consistency: adhering to the established investment criteria.Independence: remaining independent from property promoters and developers.Knowledge: understandingandfocusingonthebenefitsandrisksofpropertydevelopment andpropertyfinancing.

Investment CharacteristicsTheFundmayprovidefirstmortgagefacilitiesandstructureddebtfinancingintheresidentiallanddevelopment sector, with strong supporting security. Gearing ratios are likely to be capped at 50-70% Loan to Value ratio, and of a term of 6 months to 4 years.TheFundmayalsoprovidefirstmortgagefacilitiesandstructureddebtfinancinginthemultilevelresidential or mixed-use development sector, with strong supporting security and developer credentials. Gearing ratios are likely to be capped at the lesser of 70% Loan to Value ratio or 85% loan to development cost ratio, and of a term between 12 months and 4 years. Loans will be primarily focussed on security assets located within key capital cities (i.e. Melbourne, Sydney, Brisbane) and on backing established developers with a solid track record of delivery. Where a Financing Facility is used to fund development activities, additional key requirements are as follows: the development must have either no planning risk, or minimal risk combined with active riskmitigationstrategies; thedevelopmentprojectmusttargetaminimumof18%profitoncosts; theprojecthorizonmustbebetween12monthsand4years;and where the repayment of the Financing Facility is reliant on sales revenue, minimum pre-sales debt coverage levels will apply.

Investment Allocations

The Investment Manager is responsible for the development and management of an appropriately diversifiedportfolioofFinancingFacilitieswithintheFund.Forthefirstyearofoperation,astheportfoliodevelops,itisanticipatedthattheFundmayhold arelativelysmallnumberofinvestmentseachofwhichmayrepresentasignificantpercentage of the Fund’s assets. However, it is our intention that as the Fund matures it will adhere to the following general allocation strategy:

Strategic requirement Restriction / target

Minimum number of investments 4

Maximum number of investments 50

Maximum investment allocation to any one investment 25%

Target allocation range for any one investment 5% - 15%

Target cash allocation 5%

TargetallocationtofirstmortgageFacilities 60%-100%

Target allocation to subordinated Facilities 0%-40%

Fund long term gearing limit 10%

Fund short term gearing limit 25%

Maximum investment allocation outside Australia 10%

On occasion, we may vary the long-term target allocation metrics if it is believed that to do so is in the best interests of Investors. However, if this occurs Investors will be advised of the changes.

Target Investment ReturnsBased on the proposed asset allocation strategy, and the anticipated returns to be generated from the portfolio of Financing Facilities, the Investment Manager will target a long-term investment return (after all fees and expenses) in excess of 9% per annum, with an expectation that returns will generally increase as the Fund increases in size.Itshouldbenotedhoweverthattherearemanyfactorswhichmayaffectthereturnactuallyreceivedby Investors. In particular, the return is dependent on the types of loans included in the portfolio – for exampleaportfolioofpredominantlyfirstmortgagedebtislikelytoprovidealowerreturn(andcarryaloweraveragerisklevel)thanaportfoliowithasignificantallocationtosubordinateddebt(whichinturnwould carry a higher average risk level).

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3.5

3.6The returns are also dependent on the overall size of the Fund (likely to increase as the Fund grows, duetoitsabilitytoamortisecertainfixedcostsoveralargerportfolio),andontherateatwhichfundsare able to be invested by the Investment Manager. In particular, you should expect that the returns receivedinthefirstyearofoperationoftheFundarelikelytobelowerthanthelong-termtargetof 9% per annum.Notethatallreturnsaresubjecttorisksandarenotguaranteed.PleaseseeSection5forimportantinformation on the risks associated with the Fund.

About GershGersh Investment Partners Ltd is a specialist real estate advisory, capital management and principal investment group servicing a diverse client base in Australia and Internationally. The company, which was formed in 2001 by Joseph Gersh AM, maintains a particular focus on the creationofvalueanddeliveryofsuperiorrisk-adjustedreturnstoinvestorsandassetcreatorsthroughthe structuring and active management of real estate and capital.Gersh provides the following strengths and areas of expertise: Anindependentgroupwhichhassignificantstrategic,operationalandtransactionalexperience ininvestmentandfundsmanagement; An outstanding network of relationships which enables our investors to gain exposure to a broad rangeofopportunities; Operationalefficiencyintheexecutionofidentifiedtransactionsthatmeetkeyinvestment principals; Assist investors to achieve returns through key investment sectors with a focus on security ofcapitalandreturn; The Manager’s key executives have diverse and broad skill bases that complement each other and our clients.

Previous ExperienceOver the past 17 years, Gersh and its key executives have capitalised on their deep understanding ofpropertytoparticipateintheformationandmanagementofover$2billionofrealestateprojects as independent advisors and/or capital manager.

Project Name Location Project Realisation/ Asset Description Acquisition Price

1. SouthernCross Melbourne,Victoria $520million Office/79,300sqm NLA over 37 levels

2. 1SpringStreet,Melbourne Melbourne,Victoria $67million[50%] Office/31,000sqmNLA

3. Warragul Regional Victoria $120 million Retail/27,390 sqm NLA

4. The Quay Melbourne, Victoria $120 million 580 residential lots

5. Plumpton Melbourne, Victoria $125 million 700 residential lots

6. Donnybrook Melbourne, Victoria $200 million 1,000 residential lots

7. Somerfield Melbourne,Victoria $415million 1,200residentiallots

8. Sayers Road Melbourne, Victoria $93 million 560 residential lots

9. Newhaven Melbourne, Victoria $500 million 1,750 residential lots

10. New Beith Brisbane, Queensland $38 million 253-hectare land parcel

11. The Landing, Coomera Brisbane, Queensland $36 million 270 residential lots

12. Amarco, Agnes Water Regional, Queensland $22 million 100 residential lots

13. Arcadia Melbourne, Victoria $370 million 1,700 residential lots

14. True North Melbourne, Victoria $350 million 1,000 residential lots

15. Balmoral Quay Geelong, Victoria $125 million 90 townhouses, 60 boat berths

16. Gen Fyansford Geelong, Victoria $200 million 900 residential lots

17. Eden’s Crossing Brisbane, Queensland $100 million 1,100 residential lots


Investment Management Key Personnel

Joseph Gersh A.M. - Chairman Mr Joseph (Joe) Gersh AM is Executive Chairman of Gersh Investment Partners Ltd (GIPL) and adviser to and director of some of the largest and most successful private companies in Australia. GershInvestmentPartnersisaspecialistinvestmentbankfocusingonpropertyfinanceandrealestatetransactions, representing some of Melbourne’s leading private developers and construction companies andBRWTop200investors.In2013,GIPLopenedanofficeinBangkokThailandtoserviceanSETlisted real estate company which has thus far invested $100m in Australian housing. (www.gersh.com.au). In 2018, Joe was appointed by the Turnbull government to the board of the Australian Broadcasting Corporation. Joe has held a number of senior leadership positions in the Australian Jewish Community. In 1995, Joe was appointed by the Keating Government to the Board of the Federal Airports Corporation.The Hon Peter Costello AC, Federal Treasurer, also appointed Joe to be a foundation Director of the Reserve Bank of Australia’s Payments System Board and was the longest ever serving member of any board of the Reserve Bank of Australia (15 years in total). Joe is a Director in an honorary capacity of The Sydney Institute. He was also appointed by the Federal Treasurer to be the inaugural Chairman, in July 2003, of the Australian Reinsurance Pool Corporation, which was established to operate the Australian Government’s$13.5billionterrorismriskinsurancescheme,inconjunctionwiththemajor internationalreinsurancefirms.He has a deep interest in the arts and was previously Chairman of Artbank (a Federal Government visual arts support programme), Deputy Chairman of the Australia Council for the Arts and Chairman oftheNationalInstituteofCircusArtsamongstothernotforprofitinvolvementsandservedunderSenator Rod Kemp and Senator George Brandis QC successively. Joe is a former senior partner and Chairman of the Management Committee of the prestigious Melbournelawfirm,ArnoldBlochLeibler(ABL).Duringhis20yearassociationwithABL,Joeacted for some of the best-known names in the Melbourne business community. One of his principal areas ofexpertiseismajorpropertydevelopmentprojectsand,inparticular,theconstructionofhotels,shoppingcentres,landsubdivisions,apartmentandofficetowers.In 2006, Joe was awarded the Order of Australia for service to business, government, the arts and the community. He is the longest serving member of The Reserve Bank Payments Systems Board, having been twice appointed by the previous Treasurer, Peter Costello, and reappointed by Treasurer, Wayne Swan. He was also reappointed to an unprecedented third term as Chairman of the Australian Reinsurance Pool Corporation by Assistant Treasurer, Chris Bowen and was reappointed to a fourth term by Bill Shorten, Minister for Financial Services.

Tom Roe – DirectorTomisanExecutiveDirectorofthefirmandjoinedthegroupinearly2004.Hehasover30yearsofexperience in the property industry with a particular focus in land economics, funds management, propertydevelopment,matureassets,jointventures,capitalmanagementandgeneralinvestment.DuringhistimewithGersh,Tomhasbeeninvolvedinnumerousinvestmentrelatedprojectsincludingresidentialsub-division,townhouses,office,hotel,retail,apartmentsandmixed-usedevelopmentsthroughout Victoria, NSW and South East Queensland in both metropolitan and regional areas.In addition to his executive responsibilities, Tom is former Chair of the Urban Development Institute of Australia’s (UDIA) Geelong Chapter and a member of its Finance and Taxation Committee. His contribution to the industry has also included lecturing part time in Valuation of Listed Property Securities for the Securities Institute of Australia, and in Land Economy for Melbourne University.During 2009 and 2010, Tom provided extensive services to the Victorian State Government (Department of Housing) as part of the nation-building programme funded by the Commonwealth Government.Specifically,TomrepresentedtheStateindealingandnegotiatingwithdevelopersfor the provision of social housing.PriortojoiningGersh,Tomwasemployedinvariouspropertyrelatedrolesincludingtransactionmanagementandpropertyconsultancy,withaspecificfocusoninvestmentmanagementandevaluation, and corporate real estate. In particular, Tom was a Director of Investment and Advisory with Urbis Pty Ltd, where he had responsibility for advising various large employee superannuation funds in their investment strategies, property holdings and new investment initiatives, and consulting tosignificantcorporaterealestateownersandoccupiers.PriortohistimewithUrbis,TomwasanAssociateDirectorwithDeloitteintheircorporatefinancedivisionandaDirectorofAssetManagementwith Stanton Hillier Parker, a national estate agency practice.

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Theo Axarlis - DirectorTheo Axarlis is an Executive Director of Gersh Investment Partners Ltd and has over 24 years experienceinpropertyfinancinganddevelopment.Theoisresponsiblefordrivingthestrategicdirectionofthefirm,overseeingallaspectsofthestructuredfinanceteam.HesitsonourInvestmentCommittee and board of Directors.Theohasextensiveexperienceinallaspectsofpropertyandfinance,havingbeeninstrumentalinthesuccessfuldeliveryofseveralmajorprojectsinthecommercial,residential,retailandindustrialsectors.FormerlyChiefExecutiveOfficerandFounderofboutiqueprivateinvestmentfirmReserveCapitalPartners, Theo was responsible for structuring and delivering complex real estate transactions, advising listed and unlisted property funds, dealing with government, high net wealth private groups and institutionalfinanciersacrossbothdebtandequitylevels.Prior to founding Reserve Capital Partners, Theo was the head of legal and commercial for Qualitas Property Partners and director of Qualitas Real Estate Finance where he was responsible for the day to administration of the Group’s overall compliance with AFSL requirements, regulatory compliance, transactionstructuring,duediligence,assetmanagementanddeliveringallfrontendprojectdocumentationrelatingtotransactionstructure,tax,financing,constructiondocumentationand risk mitigation.Additionally,TheowastheChiefExecutiveOfficerofalargeASXlisteddeveloperwithextensiveexperience in delivering large scale property assets. Theo’s prior roles inlcude execuive positions with highnetworthprivatefamilies.AformersolicitorwithaleadingMelbournelawfirm,Theoalsohas astronglegalandcorporatefinancebackgroundhavingpracticedinconstructionlaw,commercialandpropertylaw.OurpartnersandclientsdrawonTheo’sknowledgeandsignificantexperiencetoensuresuccessfuldeliveryofprojectsfromsiteacquisition,financingthroughtocompletionandlaunchtomarket. Theo holds a Bachelor of Laws (Honours) Degree and a Bachelor of Arts Degree with a double majorinPoliticsandEconomics.TheoisalsoontheBoardoftheArkCentre,anotforprofitorganisationservingMelbourne’sJewishcommunity and a member of the strategic leadership team of the Community Security Group (Vic).

Michael Wood - DirectorMichaelhashadapassionforFinancialPlanningandassistingpeopletoreachtheirfinancialgoalssince completing his Honors in Commerce at Victoria University of Wellington in 1997 and his Advanced Diploma in Financial Planning. Michael has been a Financial Planner in Australia since 1999. Prior to opening Hudson Advisory Group he was a Financial Planner for Saxby Bridge Pty Ltd in Melbourne.After dealing with both high net worth clients and mums and dads for more than 8 years, in late 2007 Michael decided to use both his academic knowledge and experience with his wide range of Australian clients to open his own business, Hudson Advisory Group Pty Ltd.SincethenhehasgrownHudsonAdvisoryGroupPtdLtdtoofferaholisticFinancialPlanningserviceassisting clients from all walks of life.Hudson Advisory Group now services hundreds of clients who have all been referred by happy clients, which is testament to the service in which Michael prides himself.

Investment Review CommitteeIn order to supplement the already rigourous due diligence process applied to each investment opportunity, Gersh has established an Investment Review Committee, which, in addition to including all key management personel, includes two independent members.

Grant Ross –Investment Review Committee MemberGrant is an experienced funds management professional, with over 25 years’ experience in the development and management of investment products across a broad range of asset classes. Grant has designed, developed and operated in excess of 30 investment products (equity, debt and property based) which have resulted in the accumulation of in excess of $4bn of funds under management.His involvement in product design and development extends across the board, including the drafting ofallinitialofferdocuments,andoverseeingalldevelopmentofalllegal&third-partydocumentation,contracts & expert reports.

Gareth Andrews –Investment Review Committee MemberGareth is a former Geelong and Richmond footballer including being a member of the Richmond 1974 Premiership side. He has been a Director and Vice President of Geelong Football club from 1998 to the present.HewasajointfounderoftheVFL(nowAFL)PlayersAssociationandaformerPresident.Gareth has worked in the media, on radio and TV for 10 years with the ABC and with the Sunday Age for 9 years.With an extensive career in property, opening Andrews & Moore, a very successful Richmond Agency in 1975, Gareth has subsequently worked in most areas of property and real estate, including many years as a property consultant.Gareth is a Life Member of the AFL, AFLPA and the Geelong Cats.In 1990, Gareth established Andrews Corporation and over time specialised in the sales, marketing and management of residential inner-city apartments. In early 2010, Gareth sold a share of his real estate interests to Dingle Partners and remains a director and shareholder.In 2011, Gareth established The Life Again Foundation, a company which aims to promote health, fitness,well-beingandmostimportantly,provideaforumfordiscussionaboutwhatmattersmost to men.

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FUND OPERATIONS

Structure of the FundThe Fund is an unregistered managed investment scheme structured as a unit trust. When you invest, you will receive Units in the Fund and become a Unitholder. Inordertoprovidemaximumflexibilitywithrespecttothelong-termoperationoftheFund,ithasbeenstructuredasatrustwithnospecificterminationdate(subjecttotheruleagainstperpetuities)andincludesparticular features to facilitate ongoing investment and redemption (such as constant unit pricing and the fee structures).

Target Fund SizeInordertoallowtheefficientoperationoftheFund,andtoenabletheInvestmentManagertodevelopasuitablydiversifiedportfolioofFinancingFacilities,itisourintentiontotargetatotalFundsizeinexcessof$100million,howevertheofferdetailedinthisInformationMemorandumisnotsubjecttotheFundreceiving any particular level of minimum subscriptions.

Minimum SubscriptionNo Units will be issued to Investors until we have received applications totalling $10 million, however we may reducethisamountiftheInvestmentManagerisabletoidentifyandsecureafinancingopportunitythatwouldallowthemajorityoftheapplicationamountsheldtobeinvestedwithin28days.Amounts held pending the issue of Units will not accrue any entitlement to income or interest, which will instead be applied to meeting Fund expenses.

Ongoing ApplicationsThe Fund is designed to operate as an ‘open-ended’ vehicle, and as such there is no intention to close the Fund to new applications in the foreseeable future, if at all. However, it is always possible that unforeseen circumstancesmayleadustoreconsiderthispolicyforthebenefitofUnitholders.Ifthisdoesoccur,wewillnotify you of the change.

Unit ClassesAlthoughtheTrustDeedprovidesuswiththepowertoissueUnitsofdifferentClasses,weintendthatallinterests issued will be in the form of Ordinary Units, with all assets (i.e. Financing Facilities provided by the Fund, and any cash holdings) managed in a single investment pool. As a result, although you will not have a direct ownership of any part of the Fund (or its assets), each Unit will confer upon the holder an equal interest on the income and capital of the Fund taken as a whole.

Unit PricingThe Unit Price (or Application Price) is the amount per Unit you must pay to acquire a Unit in the Fund. Although not anticipated, if multiple Classes of Units are issued in the Trust, then the Unit Price is calculated separately for each Class, generally by taking the Net Asset Value of the investments referable to each class ofUnitsanddividingbythenumberofUnitsinthatparticularclass.Finally,thepriceadjustedupwardsbyadding the amount of any Buy Spread (which allows for any transaction costs that might be incurred issuing the Units). The price at which Units are redeemed is known as the Withdrawal Price. The Withdrawal Price is generally calculated by taking the Net Asset Value of the assets referable to a particular Class, dividing by the number of Units in that Class and subtracting any Sell Spread.

ThedifferencebetweentheUnitPriceandtheWithdrawalPriceisthereforeequaltotheBuy/SellSpread,which is described in more detail in Section 6.The Unit Price is generally calculated monthly using the most recent information available. Calculation will only be suspended in exceptional circumstances, such as when we consider that Investors may be disadvantaged.Oneexceptiontothispracticeisinrelationtoanyinitialofferperiod,duringwhichtimetheUnitPriceisgenerallyfixeduntilaspecifieddateorevent(suchasreachingacertainsubscriptionlevel).As the pricing formula excludes any net income earned by the Fund between the last distribution date and the date on which the Unit Price is calculated, the Unit Price does not rise by the amount of net income that is accrued by the Fund during a distribution period. As a result, in the absence of any movements in the assessed value of underlying investments of the Fund, the Unit Price would not be expected to change. Duringthefirst5yearsoftheFund’soperation(orsuchotherperiodthatisappropriategiventhenatureofthe relevant expense) an amount may be added back to the Net Asset Value representing the costs incurred in establishing the Fund (plus any related expenses that the Trustee considers it appropriate to capitalise), amortised progressively over that term. Although the Unit Price may change over time, it is always calculated in a consistent manner, which should ensure that all Investors pay (or receive) a fair price for their Units.

Obtaining a Current Unit PriceYou may request an updated Unit Price by contacting the Fund’s registrar as indicated on page 38.The Unit Price is also included on any statement or report that we issue on the Fund.

Valuation Methods and PoliciesIn accordance with the Trust Deed, in addition to applying the AIFRS, we may determine the valuation methods and policies we will apply in ascertaining the Net Asset Value. Generally, the value of an asset will be guided by the market price of the asset, unless we believe there is no market for the asset or the market price does not represent the fair value of the asset. Inparticular,whereweortheInvestmentManagerbelievethataparticularfinancingarrangementmaydefaultinpaymentsofprofitornotberepaidorrecoveredinfull,wewillseektodetermineanappropriateprovision for non-payment, which will result in a reduction in the Unit Price. In doing so, we may utilise the services of the Investment Manager or an external expert to assist in its determination.

GearingThe Fund may utilise short term or revolving debt facilities in order to it to take advantage of opportunities that are only available for short periods of time, as well as longer term core debt if we believe that doing so is likely to enhance your return.The limit on long-term core gearing is 10% of the Total Assets of the Fund, with an additional requirement that all interest expenses must be met from cash receipted income of the Fund (that is, the Fund cannot utilisedebtifdoingsoleadstoanetcashflowdeficitintheFund).The limit on short term gearing (meaning debt that is highly likely to be repaid within 3 months) is 25% of the total assets of the Fund. It should be noted that while the use of debt may increase the returns of the Fund, it can also amplify losses. See Section 5 for more information about the risks of investing in the Fund.


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Returns on Your InvestmentYour return on investment will come in the form of periodic income distributions.Distributions generally represent your share of: thedistributableincomeoftheFund(describedbelow);and other distributions of capital that may occur whenever a Finance Facility is repaid in part or in full. Everyyeartheactualreturnsmayvaryasallinvestmentsinvolvefluctuationsinmarketconditionsandsome degree of risk. For details of some of the risks associated with an investment in this Fund, please see Section 5.

Calculation of Distributable IncomeThe Distributable Income of the Fund will generally consist of interest, application fees and bonus paymentarrangementsearnedoncashandfinancingfacilities,lesstheexpensesoftheFund.In order to distribute this amount to Unitholders fairly, the Fund uses a “unit days” formula for the calculation of distribution entitlements and the Unit Price, as described in Section 9. This means that your entitlement to a distribution is based on the number of days you have held your Units (as a proportion of the total number of days in a Distribution Period), and not on your holding at the end of the Period. As a result, if you acquire (or dispose of) your Units partway through a distribution period, you will only be entitled to a partial distribution for that period. Note that if you have not provided a Tax File Number (TFN) or exemption category, or if your application shows a country of residence other than Australia, tax may be deducted from your distributions in accordance with Australian law.

Payment of DistributionsThe Fund distributes income 4 times per year, generally within one month of the end of each financialquarter.By default, distributions are automatically re-invested, meaning that instead of receiving a cash payment, you will be issued with additional Units to the same value. You can choose instead to receive your distributions directly to your bank account by marking the appropriate box on the Application Form. However, if you have nominated to receive your distribution directly to your bank account and the transfer is unsuccessful, those distributions will be reinvested in the Fund and your future distribution method will be changed to reinvestment until you specify otherwise.More information about distribution reinvestment is included in Section 9.5.

Withdrawing your UnitsIf you wish to make a withdrawal, you will need to send the request to the address shown on page 38. You must include the number of Units or the amount you wish to redeem, and your payment instructions. You can request either a partial or full withdrawal. Withdrawal requests must be in writing, signed by the authorised signatories, clearly stating the number of Units or dollar amount you wish to withdraw. AstheFundinvestsinilliquidassets(financingfacilitieswithtermsintheorderof12monthsto4years andpossiblylonger)wearegenerallyonlyabletoprocessanysignificantlevelofwithdrawalrequestswhenanindividualfinancingfacilitymaturesandisrepaid.For this reason, we will generally maintain a register of all withdrawal requests and process these together once funds are received through the repayment of one or more facilities. If the funds available at that time exceed the total of all registered withdrawal requests (having made reasonableallowancesforanyexistingcommitmentsoftheFund),thenallrequestswillbesatisfiedinfull. However, if the total of all withdrawal requests exceeds the funds available then each withdrawing Unitholderwillhaveonlytherelevantproportionoftheirrequestedredemptionsatisfied,withanyunsatisfiedportioncarriedoverforprocessingwhentheFundagainhassufficientresourcestodoso.Notwithstanding the above, as it is anticipated that the Fund will receive new applications for Units on a regular basis, as well as the proceeds from distribution reinvestment, we may in our absolute discretion utilise any resultant free cash to partially or fully satisfy outstanding withdrawal requests at other times, with the same pro-rata payment methodology used if the outstanding requests exceed the funds available. Further,ifwebelievethattheFundhascashreservessignificantlyinexcessofitsforeseeablerequirements,we may also compulsorily redeem your Units (pro-rata with other Unitholders) at any time, by giving not less than 30 days’ prior written notice to you of our intention to do so. A compulsory withdrawal will be paid out within 30 days after the date on which the Units are redeemed. Finally, we have the right, if considered in the best interests of all Unitholders, to make an in-specie transfer of underlying investments in the Fund to Unitholders, at an equivalent market value, however this power is unlikely to be used.

Lockout PeriodNotwithstandingtheabove,allUnitsissuedintheFundaresubjecttoaminimuminvestmentterm(theLockout Period) of 18 months. Although you may request a withdrawal during this period, we will not register the withdrawal request on its withdrawal register in relation to your until the Lockout Period has ended. Note however that the Lockout Period is determined on a Unit by Unit basis – so that if you have invested at two or more separate dates you may still be able to request a partial withdrawal (in relation to any units issuedmore18monthsprevious)eventheremainderofyourUnitsarestillsubjecttolockout.

Transferring or Selling Your UnitsYouareentitledtotransferyourUnitstoathirdpartyatanytime,subjecttothetransferprocedurein the Trust Deed, however the Corporations Act places some restrictions on our ability to facilitate the sale of your Units to third parties. In particular, the Corporations Act restricts our ability to introduce potential buyerstosellersortoactforbothpartiestothetransaction.However,ifyouhaveidentifiedawillingacquirer, we may assist you with the transfer process.Note that we reserve the right to apply if necessary to have the Units of the Fund listed on any secondary market that is appropriately regulated. However, this is not our current intention, and no application is pending.


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4.16 Reporting

To keep you informed about your investment and its performance, you will receive the following reports and statementseachyear.Inaddition,transactionswillbeconfirmedinwriting,generallywithinthefollowingtimeframes. You will be advised if any of these timetables change.

Report type Timing Method of distribution

Investment Confirmations Within 10 business days after issue of Units. Email (or mail if requested)

Distribution statements Payments will usually be made one month after Email (or mail if requested) theendofeachfinancialquarter.Statementswill generally be issued within ten business days after payment is made.

Investor Updates An investor update including a summary of the Email (or mail if requested) Fund’s performance will generally be provided with each distribution statement.

Annual taxation statement Generally within 4 months from the end of each Email (or mail if requested) financialyear.

Annual report If possible, at the same time as the annual tax Email, from the website statement, but in any case, within four months www.gersh.com.au (or aftertheendoftherelevantfinancialyear. mailifrequested)

Transfer confirmations Issued approximately 10 business days after Email (or mail if requested) the transfer of the relevant Units.

Withdrawal statements Issued approximately 10 business days after Email (or mail if requested) payment of the withdrawal amounts.

Changing Your DetailsChanges to your contact details, or payment or banking details must be made in writing and signed by you.Ifyouhaveinvestedinjointnames,signaturesarerequiredfromeachparty.WheretheUnitsareheldby a company or via a corporate trustee, the signature(s) of a sole director, two directors or a director and secretary are required.

Your RightsEach Unit gives you an equal and undivided interest in all the assets of the Fund. However, a Unit does not give you an interest in any particular part of the Fund and does not entitle you to have any part of theFundtransferredtoyou.Amongstotherthings,andsubjecttotheTrustDeed,youhavetherightto: obtainacopyoftheTrustDeed; receivedistributionsofincomeandcapitalfromtheFund; attendandvoteatmeetingsofInvestors; requestthewithdrawalofyourinvestmentincertaincircumstances;and participate in the winding up of the Fund.You can obtain a copy of the Trust Deed free of charge contacting us at any time.

ComplaintsIf you have a complaint, please contact us directly in writing. You will receive acknowledgment of written complaints within 10 business days. The complaint will be investigated with a view to resolving it and you will be advised of the outcome or progress of the investigation as soon as possible.


5 INVESTMENT RISKS

Before investing, you should consider whether the Fund is suitable for you given your investment objectives.AninvestmentintheFundshouldbeconsideredalong-terminvestment.Ifyourequirefurtherinformationregardingthepotentialrisksofthisinvestment,youshouldseekappropriatefinancialadvice.All investments involve risk and there are many factors that can impact on the performance of an investment. Many risk factors fall outside our control and cannot be completely mitigated. You should expect that the values of assets in which the Fund invests, and the level of income derived by the Fund, mightfluctuate.Consequently,thevalueofyourinvestmentandtheamountofanyincomeentitlementdistributedmayriseorfallandyoumaysufferlosses.In general, the risks associated with the Financing Facilities provided by the Fund relate to the risk of non-payment of interest or recovery of capital on maturity of each facility. In many cases these two factors areintimatelylinkedwiththesuccessorfailureofeitherapropertydevelopmentprojectorapropertyinvestment that the Fund holds as security, which may be impacted on by the risk factors listed below.

Property market and other property related risksAn investment in the Fund comes with risks associated with lending against property.These include, but are not limited to— a downturn in the value of the properties, and in the property market in general, which can be caused or exacerbated by many factors, including for example restrictions on the availability of credit both locally andevenglobally; a downturn in the economy (at either a local or global level, or both, such as for example the events commonlyreferredtoasthe“globalfinancialcrisis”);and amendmentstolawsand/orgovernmentpolicyhavingadetrimentaleffectontheFundortheproperty developmentprojects.The value of the properties could go down, depending on factors such as market conditions and when propertiesaresold,thereisalwaysariskthattheycannotbesoldforapricesufficienttorepayadvancesmade by the Fund.

Development and construction risksTherearenumerousrisksassociatedwithpropertydevelopmentprojectswhichcanimpactonaborrower’sability to meet payments of principal or interest owed to the Fund.These include, but are not limited to— anunexpectedescalationinconstructioncostsforaproject; delayscausedbycontractors,unions,governmentplanningagenciesorotherparties;and defaults by purchasers or tenants.Note that in order to mitigate this risk, we have appointed the Investment Manager, which has considerable experience in managing the development and construction risks to which the Fund is exposed.

Borrower riskThereisapossibilitythattheborrowerunderaFinancingFacilitymayexperiencefinancialdifficulties(whichmayormaynotberelatedtotheprojectorpropertybeingfinanced)orbeplacedunderadministration.Under these circumstances, and despite the Fund being treated as a secured creditor, there is a possibility that the Fund may not receive interest owed on the facility, or full payment of the facility principal. However, itshouldbenotedthattheInvestmentManagerhassignificantexperienceinmitigatingthisriskbylendingto credible developers with a solid and proven track record of delivery.

Senior financing riskThepropertiesanddevelopmentprojectstowhichtheFundprovidesfinancingmaybefundedfromanumber of sources including equity, senior debt, and debt provided by the Fund. In some cases, Financing FacilitiesprovidedbytheFundwillbesubordinatedtofacilitiesmadebytheseniorfinancier(s).Thatmeansthattheseniorfinancier(s)willbeentitledtoreceivepaymentofinterestand/orrepaymentofprincipalbefore payments of any interest and/or principal can be made to the Fund. As a result, should the proceeds fromthesaleofdevelopmentpropertiesbeinsufficienttorepayboththeseniorfinancierandtheFund, any shortfall will be borne by the Fund. Additionally,whenprovidingaFinancingFacilitytoapropertyordevelopmentproject,theFundwillgenerallyberequiredtoenterintoadeedofsubordinationwiththeseniorfinancier(s).This,amongstotherthings, may prevent the Fund from exercising its security or any other rights it has in the event of a default until and unless it is permitted to do so by the senior lenders(s). Thisgenerallymeansthatintheeventofdefaulttheseniorlenderwillfirstenforceitssecurityovertherelevant properties. This may include the lender exercising its power to sell properties, which may lead to a property being sold for a lower price than would have been obtained had the property been sold voluntarily in the ordinary course of business. This in turn increases the risk that the Fund may not be repaid in full or at all, however the Investment Manager is experienced in dealing with inter-creditor arrangements between lenders and will seek to mitigate the Funds position wherever reasonably possible.

Borrowing riskWe may utilise modest levels of debt to provide short or long-term funding if doing so is likely to enhance thereturnsfortheFund.Asaresult,theFundwillbesubjecttotheusualrisksassociatedwithleverage,suchastheriskofincreasesininterestrates,refinancingriskandtheriskofincreased(leveraged)lossesifone or more of the Financing Facilities provided by the Fund default or underperform.

Financing rate riskThereisariskthatunfavourablemovementsininterestratesmayincreaseanyfinancingexpensebornebydevelopmentprojects.Thisinturnmaycontributetoanylossesincurredbyunsuccessfulprojects,whichwill increase the likelihood of a Borrower being unable to meet interest expenses or repay principal on the Fund’s Financing Facilities.


Tax and stamp duty riskChanges to tax law and policy (including for example any changes in relation to how income of the Fund is taxed or in relation to the deductibility of expenses, or changes to stamp duty law) might adversely impact eithertheFund,ortheborrowersandprojectstowhichtheFundlends.Youshouldobtainindependenttaxadvice in respect of an investment in the Fund, however it is not possible to predict future changes to tax law or policy.

Insurance riskVariousfactorsmightinfluencethecostofmaintaininginsuranceoverthepropertiesordevelopmentprojects,ortheextentofcoveravailable.Increasedinsurancecosts,orlimitsoncover,canhaveanegativeimpactontheperformanceofadevelopmentproject,whichinturnmaynegativelyimpactontheability of the Borrower to repay a Financing Facility.

Enforcement riskWhere we, or the Investment Manager on our behalf, take enforcement action in respect of any default by a Borrower, the costs incurred by us in doing so could be substantial. We or the Investment Manager may use our own resources to pay for those enforcement costs (such as the costs of appointing a receiver, legal fees in enforcing against the Borrower, agent’s commissions for sale of any secured property etc.). We may also procure a third party to underwrite the enforcement expenses. We, the Investment Manager or the third party will then have the right to recover these costs from the proceeds received from the enforcement action before any payments are made to the Fund. This will most likely lead to a reduction in distributions paid by the Fund and, depending on whether the enforcement costs can ultimately be repaid out of the proceeds from the sale of any secured property, may result in the Fund sufferingaloss.It is also possible that we will undertake a further capital raising to raise the funds required to pay for the expenses associated with enforcement. It is highly likely that, given uncertainty regarding the recoverability of the relevant Financing Facility, any such future capital raising will be undertaken at a price less than the original issue price for the relevant Units and may therefore dilute the proportional holdings in the Units of those Investors that decide not to contribute further capital in that raising.

Financing maturity and investment term risk It is intended that Financing Facilities will usually be for terms of between 12 months and four years. ThereisariskthatBorrowerswillbeunabletorepayorrefinancetheirfacilitiesupontheirmaturity. In such circumstances, the term of that particular investment opportunity may need to be extended beyondtheoriginalmaturitydate.ThismaymakeitmoredifficultfortheFundtomeetanyoutstandingwithdrawal requests.

Operating historyThe Fund has no operating history upon which you may base an evaluation of its likely performance. The success of the Fund’s investment activities will depend almost entirely on the Investment Manager’s ability to carry out the proposed investment strategy successfully. Even though there can be no assurance that the Fund’s investments will be successful, the principals of the Investment Manager have previous experience making and managing investments of the type contemplated by the Fund.

Performance of the Trustee and Investment ManagerThefinancialperformanceoftheFundmaybeimpactedbyourfinancialperformanceorthatoftheInvestment Manager.IftheInvestmentManagereitherbecomesinsolventorencountersfinancialdifficultiessuchthattheyareunable to perform their role under the Investment Management Agreement, then we will most likely need to terminate the Investment Management Agreement. If that were to occur, then we would either need to findareplacementinvestmentmanagerorwinduptheFund.Likewise,ifweweretoencounterfinancialdifficulties,theremaybearequirementforUnitholders to identify an alternative trustee, or alternatively wind up the Fund. Eitherofthesescenarioscouldresultinyousufferingalossorareceivingadiminishedreturnonyourinvestment in the Fund. Documentation risk

AdeficiencyinthedocumentationrelatingtoaFinancingFacilitycould,incertaincircumstances,adverselyaffectthereturnonthatfacility.ThismaymakeitdifficultfortheFundtoenforceanysecurityitholds(e.g.mortgage)inrespectofthearrangementandmayalsoaffecttheabilitytorecoveranypenaltiesimposedagainst the Borrower. To mitigate against this risk, the Investment Manager will employ experienced lawyerswhospecialiseintheareaofbankingandfinancelawforpropertytransactions.

General risk factorsInadditiontothespecificrisksidentifiedabove,therearealsoothermoregeneralrisksthatcanaffect the value of an investment in the Fund. These include the following: thestateoftheAustralianandworldeconomies; inflationmovements; negativeconsumersentimentwhichmaykeepthevalueofassetsdepressed; aparticularinvestment’sperformance; changesingovernmentmonetary,regulatoryandtaxationpolicies; natural disasters and man-made disasters beyond the control of the Investment Manager andtheTrustee;and the illiquidity and cost of capital markets.

It should be noted that the performance of the Fund, the repayment of capital or of any particular rate of return, is not guaranteed by us, the Investment Manager, the Licensee, or our respective directors and their associates. Property investment, by its nature, carries a level of risk and no guarantee is or can be giventhataninvestmentintheFundwillnotdecreaseinvalueandthatyouwillnotsufferlosses.


6 FEES AND COSTS

Fund Fees and RecoveriesEntry and exit feesThere is no entry, application or exit fee payable in relation to the issue or redemption of Units.

Trustee feeWe charge an annual fee of 0.25% of the Total Asset Value of the Fund, payable monthly in arrears, subjecttoaminimummonthlypaymentof$4,000.

Investment Management feeThe Investment Manager is entitled to fees in relation to each investment of or Financing Facility provided by the Fund, based on the type and complexity of lending arrangement as follows:

Senior FacilitiesSeniorFacilitiesaredefinedasFinancingFacilities:a) secured on vacant land, completed and tenanted real property and/or uncompleted real property that willrequireconstructiontoachievethefinisheddevelopment,andb) providing a Loan to Value Ratio of not more than 65%. In relation to these facilities, the Investment Manager is entitled to an establishment fee of 1% (payableatfinancialclose)andamanagementfeeof1%perannum(payablemonthlyinarrears), both calculated on the Total Facility Value.

Structured Facilities FinancialFacilitiesthatdonotmeetthedefinitionofSeniorFacilitiesareconsideredtobeStructuredFacilities. These include high-LVR and / or high LTC senior debt, subordinated development debt, subordinated facilities, performance loans and loans secured by non or minimal income bearing assets.In relation to these facilities, the Investment Manager is entitled to an establishment fee of 2% (payableatfinancialclose)amanagementfeeof1.75%perannum(payablemonthlyinarrears), both calculated on the Total Facility Value.

Performance FeeThe Investment Manager is entitled to a Performance Fee in relation to each Financing Facility, payable when and if the Fund receives full repayment of the facility principal. The fee is equal to 10% of the Net Return earned by the Fund on the facility in excess of the benchmark return of 8% per annum.

Removal feeA removal fee of 1% of the Total Asset Value of the Fund is payable to us on our involuntary removal as trustee of the Fund. Ongoing expenses Expenses relating to the operation of the Fund, including legal fees, audit fees, management fees paid in respect of investments in externally managed lending syndicates, administration fees, and valuation fees are to be paid by the Fund or reimbursed to us or Investment Manager as appropriate. We are also entitled to be reimbursed for the expenses incurred in promoting the Fund.

One-off costsTheFund(orweonbehalfoftheFund)willincurorhaveincurredseveralone-offcostsassociatedwith its establishment. This includes Information Memorandum production fees, legal and accounting fees and other incidental costs of approximately $85,000.

Transaction costsBoth we and the Investment Manager are entitled to be reimbursed for costs incurred in engaging professional parties to conduct due diligence, corporate advisory, and investment banking services in the execution of transactions.

Buy/Sell spreadTheBuy/SellSpreadisthedifferencebetweentheamountpaidtoacquireaUnit(ApplicationPrice)and the price that would be received if you were to withdraw your investment on the same day (Withdrawal Price). This spread is intended to compensate the Fund for the potential dilution of Fund returns that result from the Fund holding new application monies in low-yielding deposit accounts for a period prior to sourcing a new investment or lending opportunities or holding funds for the purpose of facilitating withdrawals. TheBuy/Sellspreadiscurrently1%,althoughthatmaybechangedifitisbelievedthatitisnotreflective of the costs indicated above.

Consulting, advisory, project management and other development related feesUnder certain circumstances we, the Investment Manager, or our related parties may take a direct role in themanagementofborrowers,propertiesorpropertydevelopmentprojectswithwhichtheFundenterintofinancingarrangements.ThisisparticularlylikelyinsituationswherethereisapossibilityoftheborrowersexperiencingoperationalorfinancialdifficultiesthatmayleadtotheFundincurringlosses.In these circumstances, both we and the Investment Manager are entitled to be paid commercial rates for the provision of their services, however it should be noted that these fees will be paid by the relevant borrower and will not form an additional expense of the Fund.

Syndicate management feesIt is possible that a facility provided by the Fund may be part of a larger lending syndicate, with additional funds sourced from external investors. In these circumstances, it is possible that we, the Investment Manager, or related parties may assume the role of originator or syndicate manager and may be paid accordingly. However, in these situations both we and the Investment Manager undertake to rebate to the Fund any fees that we receive in relation to the Fund’s component of the syndicated facility, and thereby eliminating or limiting any “double charging”.

Related Party TransactionsAs Gersh and its principals are active participants in the property and investment market, it is possible that undersomecircumstances,weortheInvestmentManager(and/orourrespectiveofficersandshareholders)mayhaveafinancialinterestintheentitiesthatenterintofinancingarrangementswiththeFund.Asaresult,weand/ortheInvestmentManagermayfromtimetotimefaceconflictsbetweenourdutiestothe Fund, our interests in a borrower from the Fund, or our own interests. In these circumstances we will manageanyconflictsinaccordancewithourconflictsofinterestpolicy,theCorporationsAct,theTrustDeed,ASIC policy and the law.

Waiver or Deferral of FeesAlthough not intended, we may at our discretion waive or defer some or all of the fees. Any deferred fees are payable if we are removed as trustee of the Fund.

Goods and Services Tax (GST)All fees, percentages and charges outlined in this section are quoted exclusive of GST and are in Australian dollars. For additional details on the taxation implications associated with an investment, please see Section 7.2 Net Return equals the total return earned by the Fund (including any application fees, cost reimbursements, interest, and performance payments earned by the Fund) less expenses relating to the facility (legal and other third-party fees, establishment fees and management fees payable to the Investment Manager, plus any legal and other third-party fees paid in relation to the facility). 3 Compounded monthly.

6.1

6.2

6.3

6.4


6 TAXATIONInvesting in the Fund is likely to have tax consequences. You must take full and sole responsibility for the associated taxation implications arising from an investment in the Fund and any changes in those taxation implications during the term of your investment. It is recommended that you obtain your own independent taxation advice before investing in the Fund.

The following provides a summary of the general tax implications for an investment by an Australian resident individual Investor who holds their Units on capital account. Each Investor’s taxation position will depend on their individual circumstances and accordingly this summary is necessarily general in nature. This summary is based on the income tax law as at the date of this Information Memorandum. However, it is noted that income tax laws can change at any time, which may have adverse taxation consequences for Investors concerned.

Income tax treatment of the Fund

AninvestmentintheFundwillbecomprisedofUnitsinaUnitTrust.TheFundwillbetreatedasaflow-through vehicle for income tax purposes provided that the Fund distributes all income to Investors on an annual basis, and it is not taxable as a company.It is noted that a Unit Trust that is a public trust can be taxed as a company where it carries on trading activities that are not eligible investment business activities (“the public trading trust provisions”). TotheextentthattheFundisnotconsideredtobeapublictrust(i.e.doesnotofferunitstothepublic, has fewer than 50 unitholders, or has less than 20% of the units owned by exempt entities), then the Fund does not expect these provisions to apply. While the Fund will seek to manage these risks, we note that there is no guarantee that the public trading trust provisions will not apply to the Fund. To the extent that these provisions apply, the Fund will be required to pay tax at the corporate taxation rate (currently 30%) on taxable income and would seek to pay a franked dividend to the Investors.

Income tax treatment of the InvestorsProvidedthattheFundistreatedasaflow-throughvehicle,Investorswillbeassessedonthetaxableincome derived by the Fund, based on their proportionate share of the annual income of the Fund that is distributed to them in that income year.The Fund’s Investors will be required to include their share of taxable income in their tax return. This will occur irrespective of whether the Investor chooses to reinvest distributions not. The Fund may be assessed on income on an accrued basis rather than on a receipts basis. This may give rise to taxable income that is attributed to the Investors in a year that is prior to the actual receipt of those returns. Tax-deferred distributions may occur where the Fund distributes an amount of cash that exceeds the taxable income allocated to an Investor. A tax-deferred distribution may occur on a return of Unit capital or iftherearetimingorpermanentdifferences.Where a tax-deferred distribution is not assessable to an Investor, the distribution amount reduces the cost base of the Units held. However, we note that the ATO may seek to include such amounts as ordinary income (for example where it represents sheltered interest income). Accordingly, Investors will need to individually determine whether or not they include such distributions as ordinary assessable income.

Annual reportingThe Fund will be required to provide distribution information (including tax components) to the ATO on annual basis by lodging the Annual Investment Income Report (AIIR).The Fund will also seek to provide annual tax distribution statements in accordance with the ATO’s guidelines for managed investment trusts. The tax distribution statement will reconcile the cash distribution with the taxable distribution for the income year.

Tax file number and Australian business number requirements

As the Fund will be an Investment Body, the Fund will be required to obtain a Tax File Number (TFN) or Australian Business Number (ABN) in certain cases from its Investors. It is not compulsory for a Fund’s Investor to quote a TFN, claim a valid exemption for providing a TFN, or (in certain circumstances) provide an ABN. However, failure to obtain an appropriate TFN or ABN from Investors will result in the Fund being required to withhold at the top marginal rate (currently 49%) with respect to distributions to the Investor (which may be creditable in their tax return).

Goods and services tax (GST)

TheacquisitionanddisposalofunitsintheFundbytheFund’sInvestorswillnotbesubjecttoGST.However,GST may apply to fees charged to the Investors by the Fund, the Trustee or the Investment Manager.

Foreign income

If a distribution comprises foreign sourced income, your assessable income will need to include this income, along with your share of any foreign tax paid by the Fund in respect of that income. Australian residents should be aware a credit might be allowed against their Australian primary tax liability for foreign tax paid on foreign sourced income (including interest and dividends) up to the amount of the Australian tax payable in respect of that foreign income.

Non-resident investors

Where an Investor is a not an Australian resident (or provides details to the Fund that indicate that they are residing outside of Australia for tax purposes), the Trustee will be required to withhold tax on distributions. The rate of withholding tax will depend on whether the income derived by the Fund is treated as being interest. The Fund intends to seek a ruling from the ATO to clarify this treatment.Where the amount is treated as interest, the Trustee will be required to withhold 10% from the amount ofthedistribution.UndertheAustraliantaxationlaws,thisamountwithheldwillconstituteafinaltax. Non-residentinvestorsmayalsobesubjecttotaxinthecountryoftheirresidence(butmayalsoobtain a credit for Australian withholding tax paid).Where the amount is not treated as interest, the Trustee will be required to withhold at marginal rates applicabletotheInvestor,constitutinganon-finalwithholdingtax.Non-residentinvestorswouldberequired to lodge an Australian income tax return and will receive a credit for the tax withheld by the Trustee.

The new Attribution Managed Investment Fund (AMIT) regime

The Government has introduced new income tax legislation dealing with the taxation treatment of managed investment trusts (“MITs”). The legislation can apply to Attribution MITs (“AMITs”) from 1 July 2016, if the relevant MIT makes an election to apply the regime. Broadly speaking, the new AMIT rules provide a legislative framework for a number of current industry practices that have applied to MITs. In addition, there are several special rules contained in the AMIT legislation(includingthenewClassRules,whichmaybebeneficialtotheFundanditsmembers).The Fund will consider the application of the new regime and will examine whether the Fund will qualify fortheregimeandwhetheritisbeneficialtoInvestorstomakeanelectiontoapplytheseprovisions. To the extent that the Fund seeks to apply the new measures, the Trustee will update this Taxation Section and provide any necessary update to Unitholders.


8 IMPORTANT DOCUMENTS

Trust DeedThe Gersh Investment Fund is a unit trust established under a Trust Deed, some of the material terms of which are set out below. The summary is necessarily brief and does not describe all the rights and obligations of Unitholders and the Trustee under the Trust Deed. You may obtain a copy of the Trust Deed free of charge by contacting us at any time. You should read the Trust Deed in its entirety to determine all the rights and obligations of Unitholders and the Trustee under the Trust Deed.Unitholders’ rights and obligationsThebeneficialinterestintheFundisdividedintoUnits.EachUnitconfersaninterestintheassetsoftheFund as a whole but does not confer an interest in any particular asset.

Issue of UnitsThe Trustee can issue Units in accordance with the Trust Deed. A person who wishes to apply for Units must lodge a completed Application Form and the application monies with the Trustee, which may in its absolute discretion accept or refuse, in whole or in part, any application for Units. Units issued against application moneyintheformofachequeorotherpaymentarevoidifthechequeorpaymentisnotclearedwithinfivebusiness days of being presented for payment.

Issue Price of UnitsTheTrustDeedcontainsprovisionsforcalculatingtheissuedpriceofUnits.Theissuepriceforthefirstissueof Units is $1.00 per unit. For subsequent issues of Units, the issue price will be:Net Asset Value + Transaction Cost

Number of UnitsThe Trust Deed allows the Trustee to capitalise and amortise certain amounts such as establishment costswhendeterminingtheNetAssetValue,andtodetermineadifferentissuepriceinrelationtosome or all Units.

IncomeUnless determined otherwise by the Trustee, the Distributable Income for a distribution period will be the total assessable income, less all deductions (as calculated in accordance with the Tax Act), which may be reduced or increased by the amount of any reserves, provisions or amounts that, in determination of the Trustee, need to be made. A Unitholder’s entitlement to the Distributable Income in respect of each Unit is the amount worked out by the Trustee calculated in accordance with the following formula:A x B CWhere:A = The number of days during the distribution period that the relevant person was recorded on the Register as the holder of that Unit (including the date of disposal but excluding the date of acquisition).B = The Distributable Income for the distribution period.C = Is determined by calculating the total number of Units on issue on each day of the distribution period and adding these amounts together.The Trustee must pay a distribution (less tax and any fees owed to the Trustee by Unitholders) to all persons who were recorded on the register as the holder of a Unit at any time during the relevant distribution period.

Classes of UnitsThe Trustee has the power to issue units in two or more Classes and may convert any class of Units to another Class. IntheeventthattheTrusteeissuesdifferentClassesofUnitsanddeterminesthattheseseparateClassesmayhavedifferentassetsreferabletothoseClasses,thecalculationoftheUnitPriceandDistributableIncome will be calculated separately for each Class by appropriately apportioning the asset values, income and expenses between the Classes. In doing so, the Trustee is at all times bound to treat the holders of each classofUnitsequallyandUnitholderswhoholdinterestsofdifferentclassesofUnitsfairly.

TransfersUnits may be transferred to other Eligible Investors.

Entitlements on deathIfaUnitholderdies,thesurvivor(wheretheUnitholderwasajointholder)andthelegalpersonalrepresentatives of the deceased (where the Unitholder was a sole holder) will be the only persons recognised by the Trustee as having any title to the Unitholder’s interest in the Unit. On the production of information as required by the Trustee, a Unitholder’s legal personal representative or the trustee of the estate is entitled to the same distributions, entitlements and rights in relation to the Fund that the Unitholder was entitled to.

Liability of UnitholdersThe Trust Deed states that no Unitholder will be personally liable for any obligation of, or liability incurred by, the Trustee. This provision seeks to ensure that if the issue price has been fully paid, no Unitholder will be personally liable to indemnify the Trustee or any creditor of the Fund in the event that the liabilities of the Fund exceeds its assets.

The Trustee’s powers and dutiesThe assets of the Fund must be held on trust and the Trustee may manage those assets as if it were the absoluteandbeneficialownerofthem.IntheexerciseofitspowerstheTrusteemay,withoutlimitation,acquire or dispose of any real or personal property, borrow or raise money, encumber any asset, incur any liability, give any indemnity or provide any guarantee. The Trustee may appoint delegates or agents (including custodians) to perform any act or exercise any of its powers, as well as advisers to assist it with its duties and functions.

Interested dealingsThe Trustee (in its personal capacity or in any other capacity), or any of its associates may: dealwithitself(astrusteeoftheFundorinanothercapacity)oranyUnitholder; be interested in any contract, transaction or matter with itself (as trustee of the Fund or in another capacity)oranyUnitholder;and act as trustee of another trust or managed investment scheme. In each such case the Trustee (oranyassociate)mayretainforitsownbenefitallprofitsorbenefitsderivedfromthatactivity.

Valuation of assetsThe Trustee will calculate the valuation of assets of the Fund from time to time. The value of an asset will be determined in accordance with Australian accounting principles.

8.1


The Trustee’s limitation of liabilityTo the extent permitted by law, the Trustee is not liable for any loss to any person (including a Unitholder) arising out of any matter relating to the Fund, when it acts in good faith, without fraud, dishonesty, negligence or breach of trust. In any case, to the extent permitted by law, the liability of the Trustee in relationtotheFundislimitedtotheassetsoftheFundfromwhichitisinfactindemnified.

The Trustee’s indemnitiesThe Trustee has a right of indemnity out of the assets of the Fund in respect of liabilities incurred by it in properly performing or exercising any of its powers or duties in relation to the Fund. This indemnity continues after the Trustee retires or is removed as trustee of the Fund.TheTrusteeisentitledtobeindemnifiedbyaUnitholdertotheextentthatitincursanyliabilityfortaxasaresult of the Unitholder’s action or inaction.

Remuneration and recovery of expensesThe Trust Deed allows for the Trustee to charge fees in relation to the management of the Trust, as well as recover expenses incurred by it in undertaking its duties. This includes an ability to recover any fees paid to an investment manager. The fees to be charged by the Trustee (and Investment Manager) are summarised in Section 6.

Amendment of Trust DeedTheTrusteemayamendtheTrustDeedifthechangewillnotadverselyaffectUnitholder’srights.Otherwise, the Trustee must obtain prior approval of 75% of Unitholders voting at a validly called meeting.

Duration and terminationUnless terminated earlier, the Fund continues until the day before the expiration of 80 years following the commencement of the Fund. On termination, the net proceeds from realisation of the assets of the Fund will, subjecttothetermsofissueofanyUnits,bedistributedamongtheUnitholdersinproportiontothenumberof Units of each Class that they hold.

Convening meetings of UnitholdersThe Trustee may at any time convene a meeting of Unitholders. A resolution validly passed at a meeting is binding on all Unitholders whether or not present. A resolution in writing signed by Unitholders together holding the number of votes necessary for the resolution to be passed is a valid resolution of the Unitholders.TheTrustDeedalsocontainsprovisionsdealingwithresolutionsthatmayadverselyaffectUnitholdersinaparticularClasstoensurethatmembersofdifferentClassesaretreatedfairly.

Change of TrusteeThe Trustee may retire as the trustee of the Fund and must retire when required by law or extraordinary resolution of Unitholders. An extraordinary resolution is a resolution passed by 50 percent of all Unitholders entitled to vote on the resolution (including Unitholders who do not attend or vote at the meeting). When the Trustee retires or is removed, the Trustee is released from all obligations in relation to the Fund arising after the time it retires or is removed.

Investment Management AgreementWe have entered into an agreement (“IMA”) with the Investment Manager under which the Investment Manager agrees to provide investment management services to the Fund, including: theidentificationoffinancingopportunitiesconsistentwiththeFund’sinvestmentmandate; keepingallFinancingFacilitiesunderreviewandmonitoringtheirperformance;and usingreasonableendeavourstoachievetheinvestmentobjectivesfortheFund.The IMA contains provisions dealing with matters such the Investment Manager’s obligations to report to us and sets out the fees payable to the Investment Manager for its services (summarised in Section 6).

The IMA will remain in force until the Fund is wound up, unless the IMA is terminated earlier in accordance with its provisions. The IMA can be terminated by us if the Investment Manager is in material breach of the agreement and that breach has not been remedied after a certain time, and there are also provisions allowing us to terminate if, for example, the Investment Manager becomes insolvent.The Investment Manager is also permitted to terminate the IMA in certain circumstances, such as if we cease to be the trustee for the Fund.

Privacy PolicyWe have developed a written privacy policy designed to protect your personal information. This policy provides you with information on the collection, storage, use and disclosure of your personal information.We will not collect any personal information about you unless you have knowingly provided that information or authorised a third party to provide the information. Personal information will only be collected, maintained or used if it is necessary to provide the services you have requested, for example, the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/CTF Act).Youmayelectnottoprovidegiveanyofthepersonalinformationrequested;however,withoutthisinformation your investment may not be able to be processed. By signing the Application Form attached to this Information Memorandum you authorise us to collect, maintain, use and disclose your personal information as set out in this privacy statement.You may request access to personal information held by us about you or request a correction if you believe it is incorrect or out of date. Personal information will not be disclosed other than: for the purposes it was provided or for a related purpose where you would reasonably expect it to be usedordisclosed; whereyouhaveconsentedtosuchdisclosure;or where required or authorised under law, in circumstances relating to public health and safety, and in connection with certain operations by or on behalf of an enforcement body - for example, in accordance with the AML/CTF Act.Under the Corporations Act, we are obliged to maintain certain transaction records and make those records available for inspection by ASIC. We may also contract external parties to conduct due diligence, compliance orfinancialaudits,whichcouldinvolvethedisclosureofyourpersonalinformation.If you choose to invest in the Fund, your information may be used to: advisetheAustralianTaxOfficeofyourTFN.IfyouchoosenottoprovideyourTFN,taxmaybededucted fromdistributionspayabletoyouatthehighestmarginaltaxratepluslevies; enter your details on the register of Unitholders, which is available for inspection in accordance with the CorporationsAct; communicatewithyouaboutyourinvestment; depositdistributionsintoyournominatedbankaccount;and provide details to mortgage providers and your bank in accordance with your express authority.You may also be provided with direct marketing material such as articles that may be of interest to you. However, you can request not to receive that information. Please allow two weeks for your request to be processed.Your personal information may also be provided to entities related to the Fund. If you have any concerns in regard to this, you should contact us as detailed on page 38.

8.3

8.2


INVESTING

How to InvestTo become an Investor in the Fund you will need to: readthisInformationMemoranduminfull; visitthewebsitewww.gersh.com.auforanyfurtherinformation,orcontactusasdetailedonpage38; completetheApplicationFormatthebackofthisInformationMemorandum; if you have not previously invested in a fund managed by us, then either: ensurethatyourAdvisorisabletocompletetheverificationcertificationsectionoftheApplication Form;or completetheApplicationFormandattachthespecifiedsupportingdocumentation;and mail your Application Form (and a cheque if applicable) to the address indicated on the form. Note that if we consider it desirable for the protection of the Fund or in the best interests of investors we may suspend the issue of Units or the calculation of the Unit Price.

Who may Invest OffersforissueofUnitsintheFundaremadeonlytoaselectgroupofEligibleInvestors.Noofferforissueof Units in the Fund is made or intended to be made by us to any person who would be deemed by virtue of section 761G of the Corporations Act to be a retail client or would result in the requirement to issue a Product Disclosure Statement pursuant to Division 2 of Part 7.9 of the Corporations Act. Unless and until the Fund becomes a registered managed investment scheme, we: willensurethatitisatermofofferofUnitsintheFundforissuethatanypersontowhomtheofferis madeconfirmstoourreasonablesatisfactionthattheoffertothatpersondoesnotrequiredisclosure underDivision2ofPart7.9oftheCorporationsAct;and will not register or permit the registration of any transfer of Units in the Fund unless the transferor or transfereeconfirmstoourreasonablesatisfactionthatthetransferofUnitsdoesnotrequiredisclosure under Division 2 of Part 7.9 of the Corporations Act.Applications for investments of less than $500,000 (excluding any amounts paid or lent for the application by us or any associate) can only be considered if the you satisfy us that you are an Eligible Investor and that any issue of Units will not require disclosure under Division 2 of Part 7.9 of the Corporations Act. We may however choose not to accept any applications for less than $500,000 in our sole and absolute discretion. In the event that your application is for an amount less than $500,000 (other in the case of further investments by you, where the total of all Application Amounts paid for all Units exceeds $500,000), you must: provideacertificatefromaqualifiedaccountantdatednomorethantwoyearsbeforetheapplication is made that you have net assets of at least $2.5 million, or have had a gross income for each of the last 2financialyearsofatleast$250,000ayear; providesatisfactoryevidencethatyouareaprofessionalinvestorinaccordancewiththedefinitionof ProfessionalInvestorcontainedinsection9oftheCorporationsAct;or be a sophisticated investor in accordance with section 761GA of the Corporations Act and provide the written acknowledgment required by such section.

4 Indeterminingwhetheryourapplicationamountmeetsthe$500,000threshold,youmustfirstdeductanyfeethatistobepaidto your Advisor in accordance with Section 9.7.

Minimum and Additional InvestmentsThe minimum initial investment in the Fund is $250,000. There is no maximum investment.The minimum amount for additional investments is $50,000.Units in the Fund are generally issued within 5 business days of the receipt of each Application, although this may be delayed by up to 3 months if we are unable to determine a fair issue price for Units (such as in circumstances where the value or recoverability of an asset of the Fund is uncertain). The number of Units you receive will be the Application Proceeds (which is the Application Amount less any Advisor Fee that you instruct us to pay. See Section 9.7) divided by the Unit Price on the day of issue. We reservetherightinourabsolutediscretiontoacceptorrejectanyapplicationinwholeorinpartortoreducethe minimum investment amount required.

No Cooling OffNocoolingoffperiodisprovidedinrespectofinvestmentsintheFund.Anapplicationlodgedisirrevocableexcept as required by law.

Distribution ReinvestmentBy default, distributions on Units are re-invested in the Fund, however you are able to specify on your Application Form that you would instead like to have your distributions paid into your nominated bank account. You may also reinstate (or suspend) your distribution re-investment by request at any time by writing to us at the address on page 38. When you receive a distribution that is to be re-invested in the Fund, your new Units will be issued on the firstdayafterthedistributionpaymentdateattheprevailingUnitPriceWe may suspend the distribution reinvestment option at any time by giving you notice. If this occurs, all subsequent distributions will be paid directly into your bank account until reinvestments recommence.

Appointing an Authorised RepresentativeIf you wish to appoint someone else to operate your investment on your behalf, the following conditions apply: your authorised representative can do everything you can do with your investment except appoint anotherauthorisedrepresentative; tocancelyourauthorisedrepresentative,youmustgiveus7BusinessDayswrittennotice;and youreleaseandindemnifyus(includingforthepurposesofthissectionouraffiliates,directorsandother officers,shareholders,employees,agents,permitteddelegatesandsub-delegates)fromandagainstall liabilitywhichmaybesufferedbyyouorbyusorbroughtagainstusinrespectofanyactsoromission of your authorised representative, whether authorised by you or not.

Advisor RemunerationYoumayelecttopayyourfinancialadvisoranup-frontfeeofupto2%ofyourApplicationAmount.Ifyou wish to pay your advisor the upfront fee, please ensure that they complete the commission election included on the Application Form. This fee (plus applicable GST) will be deducted from your Application Amount and the net amount of the Application Amount (or Application Proceeds) will then be invested into the Fund.

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9.4

9.5

9.6

9.7

9

9.1

9.2


AML/CTF ComplianceUnder the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/CTF Act), certain additionalidentificationwillberequiredfromyou.WeareobligedtosatisfythoroughinvestoridentificationandverificationrequirementspriortoacceptingyourapplicationforUnitsintheFund.Thelistofrequiredinformationisextensive,includingforindividualsalloftheidentificationtypicallyrequired for the opening of a bank account, or obtaining a passport. For other investing entities, such as companies and trusts, the information required extends to the directors, trustees, directors of trustees, and shareholders of both Investee Companies and trustees. There are also requirements in some cases toidentifytrustbeneficiaries,andentitiesorindividualswhoareabletoexertcontroloverInvestees.In general, it is required that, in addition to all of the information normally required to identify a company or trust, many of the parties mentioned above will have to provide all of the information required of individual investors. Fortunately,ifyouinvestintheFundthroughadealer,IDPSorotherfinancialadvisorthenitislikelythatyou have already provided the required information to their organisation. If that is the case, then you are able to have your advisor complete the relevant section of the Application Form, which allows them to certify that they have the relevant information, and where they commit to provide the information to us on request.However, if you invest directly with us, you must (unless advised otherwise) provide the relevant identificationmaterialalongwithacompletedApplicationForm.Notethatevenifyouprovidetherelevantinformationordetailsofyourfinancialadvisor,wemaystillrequest additional information from you where we reasonably consider it necessary to satisfy obligations under the AML/CTF Act.

FATCA ComplianceThe Foreign Account Tax Compliance Act (FATCA) is a United States (US) regulatory requirement that aims todetertaxevasionbyUStaxpayers.UnderFATCA,financialinstitutionsarerequiredtoidentifyclientsthatholdcertain“financialaccounts”andareUSpersonsorthatareentitieswithsubstantialUSowners.Information on accounts and investments held by these clients must then be reported to the US Inland RevenueService(IRS)viathelocaltaxauthority(AustralianTaxationOfficeinAustralia).Incertaincases,FATCA also introduced withholding tax on certain US sourced income and the proceeds of sale of US assets.FATCArequiresthatindividualswhoexercisecontroloveranentity(companies,trusts,etc.)beidentifiediftheyareUScitizensorresidentforUStaxpurposes.ForcompaniesthisalignstobeneficialownersalreadyidentifiedforAML/CTFpurposes,howeverforentitiessuchastrusts,additionalpeoplemayneedtobeidentifiedabovetheusualtrustee/beneficiary(suchasasettlorofatrustoranypersonwho“controls”thetrust)toconfirmiftheyareUScitizensorresidentforUStaxpurposes.Thename,addressandUStaxidentificationnumber(TIN)ofanyrelevantassociatedpersonmustbecollected.ClientsthatarefinancialinstitutionswillalsoneedtoprovideinformationabouttheirFATCAstatusoraGlobalIntermediaryIdentificationNumber(GIIN).Financial institutions will be required to report account balances (and eventually certain transaction activity) andidentificationinformationforclientswhoareUSpersons,entitieswithsubstantialUSownersandnoncomplyingfinancialinstitutions(informationwillbereportedtotheATOwhowillreferthisinformationtothe IRS).As with your AML/CTF information, if you have not previously provided this information to us but have providedittoyourfinancialadvisor,pleaseensurethatyouhaveyourfinancialadvisorcompleteandexecute the relevant section of the Application Form.

CRS ComplianceThe Common Reporting Standard (CRS) is the single global standard for the collection, reporting and exchangeoffinancialaccountinformationofnon-residents,whichappliestocalendaryearsendingafter 1July2017.TheCRSissimilartoFATCA,wherebytheTrusteewillneedtocollectandreportsimilarfinancialaccount information of all non-residents to the ATO. The ATO may exchange this information with the participating foreign tax authorities of those non-residents.

Rejection of your ApplicationIf you are unable or unwilling to provide the information we require in order to complete our AML/CTF FACTAorCRSchecks,orifuponcompletionofourcheckswearenotreasonablysatisfiedthattheyouoryour investing entity are not the person or entity you claim to be, then we will not be able to process your application. Under these circumstances any application money that you may have provided to us will be returned without interest.

Contacting UsFor Unit holder related enquiries (such as unit statements, distribution and tax reports, annual reports or to change your details), please contact One Registry Services:

One Registry Services Pty LtdTelephone: +61 2 8188 1510Email: [email protected]

Or in writing at:Gersh Investment Fund Registry One Registry Services Pty LimitedPO Box R1479Royal Exchange NSW 1225

For investment management related enquiries (such performance and investment queries, or for a copy of the trust deed) please contact the Trustee:

Gersh Fund Administration Pty Ltd Level 2, 650 Chapel StreetSouth Yarra VIC 3141Phone: +61 3 9823 3400Email: [email protected] Web: www.gersh.com .au

More InformationIf after you have read this Information Memorandum in full and you have further questions about investing you can direct them to your Advisor, or if you do not have an Advisor, please contact the Trustee on the address above. If you have not received the Application Form booklet, please request one from your Advisor or contact One Registry Services Pty Ltd and they will have one sent to you promptly.

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9.11

9.12

9.13

9.8

9.9


GLOSSARY

Term Meaning

$ Australian dollars.

ABN Australian Business Number.

ACN Australian Company Number.

AFSL Australianfinancialserviceslicence.

AIFRS Australian equivalents to International Financial Reporting Standards.

AML/CTF Act Anti-Money Laundering and Counter-Terrorism Financing Act 2006.

Applicant A person or entity that has lodged an Application Form.

Application Amount TheamountofinvestmentspecifiedontheApplicationForm.

Application Form The application form attached to this Information Memorandum or any Supplementary Memorandum.

Application Price An alternative term for the Unit Price.

Application Proceeds TheamountofinvestmentspecifiedontheApplicationFormlessanyamountsdeductedto bepaidtoyourfinancialadvisor.

ASIC Australian Securities and Investments Commission.

Beneficiaries TheTrustee,theInvestmentManagerandtheirrespectivedirectors,officers,employees, agents, advisors or representatives.

Borrower The recipient of funding advanced under a Financing Facility.

Buy Spread The amount added to the Net Asset Value per Unit to determine the Unit Price (or Application Price).

Buy/Sell Spread ThesumoftheBuySpreadandSellSpread,whichisequaltothedifferencebetweenthe Application Price and the Withdrawal Price.

Class A type of Unit issued by the Fund which has the same rights and obligations attaching to each of them.

Corporations Act The Corporations Act 2001 (Cth).

CRS Common Reporting Standard.

Distributable Income The taxable income of the Fund (consisting of assessable income less allowable deductions), adjustedforanyprovisionsmadebytheTrustee.

Eligible Investor A‘wholesaleclient’asdefinedundertheCorporationsAct.

FATCA Foreign Account Tax Compliance Act.

Financing Facility AloanorsimilarfinancialarrangementunderwhichtheFundadvancesmoniestooneor more Borrowers.

Fund, the Fund The Gersh Investment Fund.

Gersh, Gersh Group Gersh Investment Partners Ltd ACN 140 505 988 and related entities, which include the Licensee, the Investment Manager, and the Trustee.

GST Goods and Services Tax.

IMA The investment management agreement between the Investment Manager and the Trustee.

Information Memorandum This information memorandum.

Investment Manager Gersh Funds Management Pty Ltd ACN 624 329 773.

Investor or Unitholder A holder of Units in the Fund.

Licensee Gersh Securities Pty Ltd ACN 147 772 914, AFSL no. 392 999.

Lockout Period The initial mandatory minimum term during which Unitholders are unable to lodge a withdrawal request in relation to any issue of Units.

LTC Loan to cost ratio.

LVR Loan to value ratio.

Net Asset Value or NAV The net assets of the Fund (or a Class as the case may be) calculated in accordance with the valuation policy of the Fund.

Offer TheofferofUnitsintheFundmadeunderthisInformationMemorandum.

Recipient A potential Investor who has received this Information Memorandum within Australia.

Sell Spread The amount subtracted from the Net Asset Value per Unit to determine the Withdrawal Price.

Senior Facility A Financing Facility secured on vacant land, completed and tenanted real property and/or uncompleted real property, and having a LVR (or LTC where appropriate) of 65% or less.

Structured Facility A Financing Facility other than a Senior Facility.

TFN Tax File Number.

Total Facility Value The total (maximum) amount available to a borrower under a Financing Facility, inclusive of allowances for capitalised interest.

Trust Deed The trust deed of the Fund.

Trustee, the Trustee Gersh Fund Administration Pty Ltd ACN 615 688 081.

Unit A unit in the Fund.

Unit Price The price at which Units are issued to Investors, calculated in accordance with the Trust Deed and the Fund’s unit pricing policy.

Withdrawal Price The price that you receive for each Unit when you make a withdrawal from the Fund.

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Gersh Funds Management Pty Ltd ACN 624 329 773 Level 2, 650 Chapel StreetSouth Yarra VIC 3141+61 3 9823 [email protected] gersh.com.au