Continuous Disclosure and Updates

Cromwell Funds Management Limited (CFM) is the Responsible Entity of the Cromwell Australian Property Fund ARSN 153 092 516 (Fund). For the reasons set out below, CFM has decided to terminate and wind up the Fund.

Reasons for winding up

As outlined in the Fund’s product disclosure statement (PDS) dated 29 September 2017 (see Section 5.3.1), expected ongoing administration costs of the Fund were estimated to be an average 0.2% p.a. of the Fund’s net asset value (i.e., $20 out of every $10,000 of the Fund’s net asset value). CFM agreed to bear any normal ongoing costs above the 0.2% p.a. level, with 30 days’ written notice to be provided if this cap was to be removed.

Since inception, actual Fund costs have continued to be in excess of the 0.2% p.a. cap. However, CFM considers removal of the cap would lead to the cost of investing in the Fund becoming uneconomical for Unitholders.

In the best interests of all Unitholders, CFM has therefore decided to terminate the Fund, as opposed to increasing the level of ongoing expenses borne by the Fund and therefore by Unitholders.

Termination of the Fund is pursuant to the section 26.1 of the Fund’s constitution (Constitution) and pursuant to the Corporations Act 2001 (Cth) (Corporations Act), and will take effect from 25 February 2020 (Termination Date).

What happens next?

All current outstanding applications and redemption requests have now been suspended, with any application funds to be returned to prospective investors as soon as possible.

CFM will now commence the process of winding up the Fund, which will include an orderly sale of the Fund’s assets and distributing the net proceeds to Unitholders in accordance with the requirements of the Constitution and the Corporations Act.

What do you need to do?

You do not need to take any further action. Distributions of the net sale proceeds will be paid as part of the winding up process.

CFM expects to pay an interim distribution in March 2020 followed by a final distribution in August 2020.

Further information

If you have any questions or would like to know more about the wind up of the Fund, please contact Cromwell’s Investor Services Team on 1300 268 078 or email invest@cromwell.com.au.

^{Cromwell Funds Management Limited ABN 63 114 782 777 AFSL 333214 (CFM) has prepared this notice and is the responsible entity of, and the issuer of units in, the Cromwell Australian Property Fund ARSN 153 092 516 (Fund). Information in this notice is based on sources believed to be reliable, and all opinions expressed are honestly held as at the applicable date. While every care has been taken in the preparation of this notice, CFM makes no representation or warranty as to the accuracy or completeness of any statement in it including without limitation, any forecasts. This notice has been prepared without taking into account your objectives, financial situation or needs. Please visit www.cromwell.com.au/apf or call Cromwell’s Investor Services Team on 1300 268 078 for more information.}

^{Please note: Any investment, including an investment in the Fund, is subject to risk. If a risk eventuates, it may result in reduced distributions and/or a loss of some or all of the capital value of your investment. Past performance is not indicative of future performance. None of CFM, Phoenix Portfolios Pty Ltd as investment manager of the Fund, nor their related entities, directors or officers guarantees the success of the Fund, distributions, the amount you will receive on withdrawal, your income or capital return or the tax consequences of investing. The performance of the Fund is subject to the risks and assumptions set out in the Product Disclosure Statement.}

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Cromwell Funds Management Limited (CFM) is the responsible entity of the Cromwell Australian Property Fund (the Fund).

As disclosed in section 6.2 of the Fund’s Product Disclosure Statement dated 29 September 2017 (PDS), CFM is required to withhold tax on a non-resident investor’s behalf in respect of any Australian taxable income distributed or attributed by the Fund.

From 1 July 2019, a withholding tax rate of 30% will apply to distributions of any income relating to cross staple arrangements, trading business income, Managed Investment Trust (MIT) residential housing income or MIT agricultural income which has been derived by the Fund from the underlying investments of the Fund.

If you have any questions or would like to know more about the Cromwell Australian Property Fund, please visit www.cromwell.com.au/APF or contact Cromwell’s Investor Services Team on 1300 268 078 or email invest@cromwell.com.au.

^Disclaimer

^{Cromwell Funds Management Limited ABN 63 114 782 777 AFSL 333214 (CFM) has prepared this update and is the responsible entity of, and the issuer of units in, the Cromwell Australian Property Fund ARSN 153 092 516 (Fund). In making an investment decision in relation to the Fund, it is important that you read the product disclosure statement dated 29 September 2017 (PDS). The PDS is issued by CFM and is available from www.cromwell.com.au/apf or by calling Cromwell Investor Services on 1300 268 078. Applications for units in the Fund can only be made on the application form accompanying the PDS. This update has been prepared without taking into account your objectives, financial situation or needs. Before making an investment decision, you should consider the PDS and assess, with or without your financial or tax adviser, whether the Fund fits your objectives, financial situation or needs. CFM and its related bodies corporate, and their associates, do not receive any remuneration or benefits for the general advice given in this update. If you acquire units in the Fund, CFM and certain related parties may receive fees from the Fund and these fees are disclosed in the PDS.}

^{Please note: Any investment, including an investment in the Fund, is subject to risk. If a risk eventuates, it may result in reduced distributions and/or a loss of some or all of the capital value of your investment. See the PDS for examples of key risks. Past performance is not indicative of future performance. Forward-looking statements in this update are provided as a general guide only. Capital growth, distributions and tax consequences cannot be guaranteed. Forward-looking statements and the performance of the Fund are subject to the risks and assumptions set out in the PDS.}

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Cromwell Funds Management Limited (CFM) is pleased to announce that distributions for the Cromwell Australian Property Fund (the Fund) will increase by 0.25 cents per unit (cpu) to 6.25 cpu per annum (pa).

The increased distribution rate will apply from the April 2019 distribution, which will be paid on or around 10 May 2019.

Based on the current unit price of approximately $1.2877 (as at 8 March 2019), this distribution equates to an annualised yield of approximately 4.85% pa. Distributions will continue to be paid monthly.

If you have any questions or would like to know more about the Cromwell Australian Property Fund, please visit www.cromwell.com.au/APF or contact Cromwell’s Investor Services Team on 1300 268 078 or email invest@cromwell.com.au.

^{Cromwell Funds Management Limited ABN 63 114 782 777 AFSL 333214 (CFM) has prepared this update and is the responsible entity of, and the issuer of units in, the Cromwell Australian Property Fund ARSN 153 092 516 (Fund). In making an investment decision in relation to the Fund, it is important that you read the product disclosure statement dated 29 September 2017 (PDS). The PDS is issued by CFM and is available from www.cromwell.com.au/apf or by calling Cromwell Investor Services on 1300 268 078. Applications for units in the Fund can only be made on the application form accompanying the PDS. This update has been prepared without taking into account your objectives, financial situation or needs. Before making an investment decision, you should consider the PDS and assess, with or without your financial or tax adviser, whether the Fund fits your objectives, financial situation or needs. CFM and its related bodies corporate, and their associates, do not receive any remuneration or benefits for the general advice given in this update. If you acquire units in the Fund, CFM and certain related parties may receive fees from the Fund and these fees are disclosed in the PDS.}

^{Please note: Any investment, including an investment in the Fund, is subject to risk. If a risk eventuates, it may result in reduced distributions and/or a loss of some or all of the capital value of your investment. See the PDS for examples of key risks. Past performance is not indicative of future performance. Forward-looking statements in this update are provided as a general guide only. Capital growth, distributions and tax consequences cannot be guaranteed. Forward-looking statements and the performance of the Fund are subject to the risks and assumptions set out in the PDS.}

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Click here to view the Continuous Disclosure Notice

Cromwell Funds Management Limited (CFM) is the responsible entity of the Cromwell Australian Property Fund (Fund).

Units in the Fund were available for subscription under a product disclosure statement dated 24 September 2013 (2013 PDS).

Units are now available for subscription under a new product disclosure statement dated 29 September 2017 (2017 PDS), and the 2013 PDS is no longer applicable.

The fees and costs section of the 2017 PDS complies with the new enhanced fee disclosure regulations (please refer to “ASIC Regulatory Guide 97 – Disclosing fees and costs in PDSs and periodic statements” for further information).

As disclosed in the 2017 PDS, CFM has now agreed to bear any normal ongoing administrative costs of the Fund above 0.2% p.a. of the Fund’s net asset value. If CFM removes this cap in the future, CFM will give investors 30 days’ written notice.

As disclosed in the 2017 PDS, the Cromwell Phoenix Core Listed Property Fund (PCF) is now included as an investment option for the Fund.

The PDS is issued by CFM and is available from www.cromwell.com.au/apfCromwell Australian Property Fund.

If you have any questions, please contact Cromwell Investor Services on 1300 CROMWELL (1300 276 693) or email invest@cromwell.com.au.

^{Cromwell Funds Management Limited ABN 63 114 782 777 AFSL 333214 (“CFM”) has prepared this update and is the responsible entity of, and the issuer of units in, the Cromwell Australian Property Fund ARSN 153 092 516 (“Fund”). In making an investment decision in relation to the Fund, it is important that you read the product disclosure statement dated 29 September 2017 (“PDS”). The PDS is issued by CFM and is available from www.cromwell.com.au/apf or by calling Cromwell Investor Services on 1300 276 693. Applications for units in the Fund can only be made on the application form accompanying the PDS. This update has been prepared without taking into account your objectives, financial situation or needs. Before making an investment decision, you should consider the PDS and assess, with or without your financial or tax adviser, whether the Fund fits your objectives, financial situation or needs. CFM and its related bodies corporate, and their associates, do not receive any remuneration or benefits for the general advice given in this update. If you acquire units in the Fund, CFM and certain related parties may receive fees from the Fund and these fees are disclosed in the PDS.}

^{Please note: Any investment, including an investment in the Fund, is subject to risk. If a risk eventuates, it may result in reduced distributions and/or a loss of some or all of the capital value of your investment. See the PDS for examples of key risks. Past performance is not indicative of future performance. Forward-looking statements in this update are provided as a general guide only. Capital growth, distributions and tax consequences cannot be guaranteed. Forward-looking statements and the performance of the Fund are subject to the risks and assumptions set out in the PDS.}

Download the full fund update here

Download the latest fund update here

Further to our announcement of 16 March 2017, Cromwell Funds Management Limited (ABN 63 114 782 777) (“CFM”) as the responsible entity of Cromwell Australian Property Fund (ARSN 153 092 516) (“APF”) did not receive a request from unit holders (holding at least 5% of the votes that may be cast on the resolution) to call and arrange to hold a meeting of unit holders of APF to consider and vote on a special resolution to amend the constitution of APF on the terms described in that announcement.

Accordingly, CFM as the responsible entity of APF executed and lodged the supplemental deed with the Australian Securities and Investments Commission on 27 March 2017 to give effect to the amendments.

The amendments will enable APF to apply the new income tax regime for managed investment trusts that was recently enacted under the Tax Laws Amendment (New Tax System for Managed Investment Trusts) Act 2016 (Cth). The amendments to the constitution of APF are being made in accordance with the requirements of notional subsection 601GCA(3) of the Corporations Act 2001 (Cth), as modified by ASIC Corporations (Attribution Managed Investment Trusts) Instrument 2016/489.

If you have any questions, please contact Cromwell Investor Services on 1300 CROMWELL (1300 276 693) or email invest@cromwell.com.au.

^{Cromwell Funds Management Limited ABN 63 114 782 777 AFSL 333214 (“CFM”) has prepared this notice and is the responsible entity of, and the issuer of units in, the Cromwell Australian Property Fund ARSN 153 092 516 (“Fund”). In making an investment decision in relation to the Fund, it is important that you read the product disclosure statement dated 24 September 2013 (“PDS”). The PDS is issued by CFM and is available from www.cromwell.com.au/apf or by calling Cromwell Investor Services on 1300 276 693. Applications for units in the Fund can only be made on the application form accompanying the PDS. This notice has been prepared without taking into account your objectives, financial situation or needs. Before making an investment decision, you should consider the PDS and assess, with or without your financial or tax adviser, whether the Fund fits your objectives, financial situation or needs. CFM and its related bodies corporate, and their associates, do not receive any remuneration or benefits for the general advice given in this notice. If you acquire units in the Fund, CFM and certain related parties may receive fees from the Fund and these fees are disclosed in the PDS.}

^{Please note: Any investment, including an investment in the Fund, is subject to risk. If a risk eventuates, it may result in reduced distributions and/or a loss of some or all of the capital value of your investment. See the PDS for examples of key risks. Past performance is not a reliable indicator of future performance. Forward-looking statements in this update are provided as a general guide only. Capital growth, distributions and tax consequences cannot be guaranteed. Forward-looking statements and the performance of the Fund are subject to the risks and assumptions set out in the PDS.}

PROPOSED CONSTITUTION AMENDMENTS TO FACILITATE ADOPTION OF THE ATTRIBUTION MANAGED INVESTMENT TRUST (AMIT) REGIME

NOTICE PURSUANT TO SECTION601GCA OF THE CORPORATIONS ACT

Cromwell Australian Property Fund (ARSN 153 092 516) (“Trust”) is eligible to be an Attribution Managed Investment Trust (“AMIT”) and to apply the new income tax regime for managed investment trusts that was recently enacted under the Tax Laws Amendment (New Tax System for Managed Investment Trusts) Act 2016 (Cth)(“AMIT regime”). The key feature under the AMIT regime is unit holders are taxed on income from the Trust attributed to them by Cromwell Funds Management Limited (“CFM”) (ABN 63 114 782 777) on a fair and reasonable basis. Under the current taxation rules under Division 6 of the Income Tax Assessment Act 1936 (Cth) unit holders who are presently entitled to trust income are subject to income tax on their proportionate share of the taxable income of the Trust. The potential benefits of adopting the AMIT regime are outlined further below. An election by CFM for the Trust to be an AMIT is irrevocable.

As the responsible entity of the Trust, CFM is yet to decide whether the Trust should elect into the new AMIT regime. CFM has published this notice under notional subsection 601GCA(3) of the Corporations Act 2001 (Cth) as modified by ASIC Corporations (Attribution Managed Investment Trusts) Instrument 2016/489 to inform unit holders of proposed modifications to be made to the Constitution of the Trust (“Constitution”) to allow the Trust to operate under the AMIT regime if an election is made. CFM will decide whether to elect into the AMIT regime based on the best interests of the unit holders as a whole. If an election is made, the Trust will inform unit holder accordingly.

A summary of the effect of the proposed modifications of the Constitution is set out below.

Reasons for proposed amendments to the Constitution

If implemented, the proposed amendments would allow CFM to choose to adopt the AMIT regime to the Trust. CFM believes the potential benefits of operating under the AMIT regime include:

• Greater certainty associated with the AMIT regimes attribution of taxable income to unit holders compared to the current “present entitlement” tax regime.
• Greater certainty as to the tax status of the Trust and its entitlement to certain tax concessions including deemed “fixed trust” status for tax purposes.
• Reduced potential for double taxation by allowing for cost base adjustments where distributions are less than the taxable income assessed to the unit holder.
• Preservation of the character of the income for income tax purposes in the hands of the unit holder.
• Provision of the ability to reconcile “under” and “over” estimations of net income of the Trust to allow adjustments in the year they are discovered rather than the approach under the current law that requires amendments to unit holders previously lodged income tax returns.

As the AMIT regime has only recently been enacted, there may be some uncertainty regarding certain aspects of the AMIT regimes operation in the initial years.

How to contact us if you wish to respond to this notice

CFM will proceed to modify the Constitution as proposed on or after the date which is 7 days from the date of this notice unless it receives requisitions to call and arrange a meeting of unit holders of the Trust to consider and vote on a special resolution to modify the Constitution as proposed from unit holders with at least 5% of the votes that may be cast on the resolution.

Unit holders are not required to respond to this notice, but should a unit holder wish to request a meeting of unit holders of the Trust to vote on the amendments to the constitution as proposed in this notice, the unit holder must send a request to CFM by 5pm (AEST) on Friday, 24 March 2017. A written request may be sent by email to invest@cromwell.com.au.

CFM will modify the Constitution by executing a supplemental deed to the Constitution and lodging it with the Australian Securities and Investments Commission, unless a meeting of unit holders is requested by unit holders with at least 5% of the votes that may be cast on the resolution to call and arrange to hold a meeting by 5pm (AEST) on Friday, 24 March 2017.

Effect of amendments to the Constitution

Set out below is a summary of the effect of the proposed modifications to the Constitution. CFM as responsible entity of the Trust reasonably considers that the modifications are necessary for or incidental to the Trust being able to be operated in a manner permitted by the AMIT regime as an attribution managed investment trust with the CFM as its trustee.

^{Cromwell Funds Management Limited ABN 63 114 782 777 AFSL 333214 (“CFM”) has prepared this notice and is the responsible entity of, and the issuer of units in, the Cromwell Australian Property Fund ARSN 153 092 516 (“Fund”). In making an investment decision in relation to the Fund, it is important that you read the product disclosure statement dated 24 September 2013 (“PDS”). The PDS is issued by CFM and is available from www.cromwell.com.au/apf or by calling Cromwell Investor Services on 1300 276 693. Applications for units in the Fund can only be made on the application form accompanying the PDS. This notice has been prepared without taking into account your objectives, financial situation or needs. Before making an investment decision, you should consider the PDS and assess, with or without your financial or tax adviser, whether the Fund fits your objectives, financial situation or needs. CFM and its related bodies corporate, and their associates, do not receive any remuneration or benefits for the general advice given in this notice. If you acquire units in the Fund, CFM and certain related parties may receive fees from the Fund and these fees are disclosed in the PDS.}

^{Please note: Any investment, including an investment in the Fund, is subject to risk. If a risk eventuates, it may result in reduced distributions and/or a loss of some or all of the capital value of your investment. See the PDS for examples of key risks. Past performance is not a reliable indicator of future performance. Forward-looking statements in this notice are provided as a general guide only. Capital growth, distributions and tax consequences cannot be guaranteed. Forward-looking statements and the performance of the Fund are subject to the risks and assumptions set out in the PDS.}

The Foreign Account Tax Compliance Act (“FATCA”) is United States (“US”) tax legislation that enables the US Internal Revenue Service to identify and collect tax from US residents that invest in assets through non-US entities. If you are a US resident for tax purposes, then you should note that the Cromwell Australian Property Fund (“Fund”) is or is expected to be a ‘Foreign Financial Institution’ under FATCA and it intends to comply with its FATCA obligations, as determined by either the FATCA regulations or any inter-governmental agreement entered into by Australia and the US for the purposes of implementing FATCA. Under these obligations, the Fund will have to obtain and disclose information about certain investors to the Australian Taxation Office.

In order for the Fund to comply with its obligations, Cromwell Funds Management Limited (“CFM”) will request that you provide certain information about yourself, including your US Taxpayer Identification Number. CFM will only use such information for this purpose if it is required to do so.

^{Cromwell Funds Management Limited ABN 63 114 782 777 AFSL 333214 (“CFM”) has prepared this notice and is the responsible entity of, and the issuer of units in, the Cromwell Australian Property Fund ARSN 153 092 516 (“Fund”). In making an investment decision in relation to the Fund, it is important that you read the product disclosure statement dated 24 September 2013 (“PDS”). The PDS is issued by CFM and is available from www.cromwell.com.au/apf or by calling Cromwell Investor Services on 1300 276 693. Applications for units in the Fund can only be made on the application form accompanying the PDS. This notice has been prepared without taking into account your objectives, financial situation or needs. Before making an investment decision, you should consider the PDS and assess, with or without your financial or tax adviser, whether the Fund fits your objectives, financial situation or needs. CFM and its related bodies corporate, and their associates, do not receive any remuneration or benefits for the general advice given in this notice. If you acquire units in the Fund, CFM and certain related parties may receive fees from the Fund and these fees are disclosed in the PDS.}

^{Please note: Any investment, including an investment in the Fund, is subject to risk. If a risk eventuates, it may result in reduced distributions and/or a loss of some or all of the capital value of your investment. See the PDS for examples of key risks. Past performance is not indicative of future performance. Forward-looking statements in this notice are provided as a general guide only. Capital growth, distributions and tax consequences cannot be guaranteed. Forward-looking statements and the performance of the Fund are subject to the risks and assumptions set out in the PDS.}

Daryl Wilson, Executive Director of Cromwell Property Group (ASX:CMW) (Cromwell), has retired as a director of Cromwell Property Securities Limited, Cromwell Corporation Limited and all Cromwell subsidiaries.

If you have any questions, please contact Cromwell Investor Services on 1300 CROMWELL (1300 276 693) or email invest@cromwell.com.au.

To make an initial or additional investment in the Cromwell Australian Property Fund (the Fund), direct investors can pay their application moneys by cheque, BPay or direct debit. Payments made by cheque may take some days to be ‘cleared funds’. However, Cromwell Funds Management Limited (CFM) will now accept an otherwise complete application on the day of receipt (or deemed receipt as the case may be) even if payment is made by cheque or direct debit.

Sections 7.1, 10, and 10.3 of the Fund’s product disclosure statement dated 24 September 2013 (PDS) should be read accordingly.

The PDS is issued by CFM and is available from www.cromwell.com.au or by calling Cromwell Investor Services on 1300 276 693.

Cromwell Funds Management Limited ABN 63 114 782 777, as responsible entity of the Cromwell Australian Property Fund ARSN 153 092 516 (“the Fund”), has determined to waive its entitlement to its ongoing management fee from April 2014 until further notice. Further, the expected normal administrative and operating expenses have reduced to 0.2% per annum of net assets.

As a result, the Fund’s Indirect Cost Ratio is reduced to approximately 1.35%. All other fees described in the PDS, including the trust management fees charged in DPF and PSF, remain unchanged.

This means the following replace the equivalent sections of the Fund’s Product Disclosure Statement (dated 24 September 2013) (“PDS”):

Key Features (Page 5)

Section 5 – Fees & Other Costs (Page 22)

Ongoing Fund Costs

The Fund will normally incur ongoing costs such as audit fees, custody fees, compliance committee costs, accounting/tax/legal advice, bank charges, marketing costs, printing and stationery costs, postage and registry fees. CFM estimates these to average 0.20% per annum of the Fund’s net asset value and has agreed to bear any normal ongoing costs above this level for the period to 30 June 2014.

Section 5.5 – Example of Annual Fees and Costs (Page 25)

The table below gives an example of how the fees and costs for this product can affect your investment over a 1 year period. You should use this table to compare this product with other managed investment products.

Example¹:

Section 5 – Fees & Other Costs (Page 21)

5.2 Additional Explanation of Fees & Costs

5.2.1 Management fees and Costs

These fees and costs are ongoing and paid by the Fund and therefore indirectly by you in proportion to your investment in the Fund. If CFM or a related party is liable to pay GST on any fees charged to the Fund, CFM is entitled to be reimbursed by the Fund for the GST liability.

Fund Management Fees

CFM will not charge an ongoing management fee for managing the Fund until CFM determines otherwise. It will earn trust management fees from DPF, the Cromwell managed funds into which it invests, and PSF (see Section 5.2.2).

1. All fees set out in this section are inclusive of the net effect of Goods and Services Tax (GST), (i.e. includes GST net of input tax credits and any available reduced input tax credits). The Fund may not be entitled to claim a reduced input tax credit in all instances.
2. The minimum initial investment amount for the Fund is $10,000. The minimum additional investment amount is $1,000.
3. Indirect cost ratio (ICR) is a measure of the indirect management costs of investing in the Fund, being those borne by all investors on a proportionate basis.

Cromwell respects the privacy of its investors and is committed to protecting their personal information.

The way we manage personal information is governed by the Privacy Act 1988 (Cth) and the Australian Privacy Principles established under the Privacy Act.

On 12 March 2014, Australia’s Privacy Act changed, and Cromwell’s Privacy Policy has been updated to comply with the changes. Click here to read our updated Privacy Policy.

Cromwell may also disclose some of your personal information to external service providers, for example, White Outsourcing, who provide administration services to the Fund. White Outsourcing handles your personal information in accordance with its privacy policy, a copy of which can be found at www.whiteoutsourcing.com.au