The Guardian Investment Fund (ARSN ) Dated 16th November 2015

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2 ACN Product Disclosure Statement Part 2 Issued by Guardian Securities Limited Responsible Entity ACN AFSL The Guardian Investment Fund (ARSN ) Dated 16th November 2015 AUSTRALIAN FINANCIAL SERVICES LICENSEE Guardian Securities Limited ABN: AFSL: /211 Ron Penhaligon Way Robina Qld 4226 Phone: (07) Fax: (07) Toll Free

3 TABLE OF CONTENTS 3 1. Corporate Directory 2. Investment Summary 3. Project Profile 4. Development Process for the Project 5. The Offer 6. Project Feasibility and Timelines 7. External Debt Funding for the Project 8. Fees and Other Costs 9. Key Risks 10. Key Investor Information 11. Taxation Considerations 12. Application for Interests 13. How to Apply 14. Glossary This Product Disclosure Statement (PDS) Part 2 (of 2) is to be read in conjunction with, and forms part of, the PDS Part 1 dated 16th November 2015 for The Guardian Investment Fund ARSN Each part of the PDS must be read in conjunction with the other Part. No part of this PDS should be distributed without the other part. Terms defined in Part 1 apply equally to Part 2 unless stated otherwise. If you wish to participate in this Offer, you should read the PDS Part 1 for The Guardian Investment Fund and this PDS Part 2 dated 16th November 2015 Project Details in their entirety.

4 4 1. Corporate Directory COMPANY 37 Wyandra St Pty Ltd ACN REGISTERED OFFICE AND CONTACT DETAILS P.O. Box 1975 New Farm Qld 4005 Tel: DIRECTORS OF THE COMPANY Charles Nee P.O. Box 1975 New Farm Qld 4005 Tel: PROJECT MANAGER Podium Living Pty Ltd P.O. Box 1975 New Farm Qld 4005 Tel: AUSTRALIAN FINANCIAL SERVICES LICENSEE FOR THE COMPANY Guardian Securities Limited ACN AFSL A: Suite Ron Penhaligon Way, Robina QLD 4226 T: F: E: info@guardiansecurities.com.au COMPANY ACCOUNTANTS Accounting First 3/349 Coronation Drive Milton Qld 4064 Tel: info@accountingfirst.net.au SOLICITORS TO THE COMPANY Astill Lawyers Level 54, 111 Eagle Street Brisbane QLD 4000 Tel: Fax: lawyers@astills.com.au

5 2. Investment Summary 5 INVESTMENT OVERVIEW The Company This Offer A newly established company named 37 Wyandra St Pty Ltd ACN (Company) has been established to acquire a property situated at 37 Wyandra St Teneriffe Qld (Land) and to develop 47 residential apartments thereon (Project). Investors under this offer will be issued Interests in The Guardian Investment Fund (Fund), a registered Managed Investment Scheme. These Interests will correspond with the issue of Redeemable Preference Shares by the Company to retail investors under this PDS Part 2. The Preference Shares issued by the Company will be held in the name of the appointed Custodian of the Fund (Australian Executor Trustees Limited) on behalf of those Investors in this Class of Interests. The ordinary shares in the Company are owned by entities related to the Director Charles Nee. Means the offer under this PDS Part 2 of 3,000,000 Redeemable Preference Shares to retail Investors issued at $1.00 per Share by the Company. Additional Redeemable Preference Shares totalling $3,900,000 will be issued by the Company to wholesale investors as described under the Corporations Act so they may acquire a completed apartment in the Project at a reduced price. This offer is an excluded offer issued by the Company to wholesale investors under an Information Memorandum dated 15 July All Redeemable Preference Shares issued by the Company rank equally amongst themselves and ahead of ordinary shareholders for the payment of dividends and return of capital. Purpose of the Offer The funds raised under this PDS Part 2 of $3,000,000 together with proceeds of Preference Shares issued to wholesale investors totalling $3,900,000 will be used to purchase the Land for $5,050,000 plus acquisition costs. The balance of the funds raised from these Preference Shares will be used to meet various professional fees and other costs of the Project including fund raising costs. Balance of construction costs will be provided by a recognised Construction Lender on their normal terms and conditions. The Project Manager expects to receive an indicative letter of offer from a major Australian bank to fund the balance of construction costs to ensure completion of the Project. Minimum Investment The minimum investment per investor under this PDS Part 2 is $20,000 Minimum and Maximum Subscription Amount The Minimum and Maximum Subscription Amount from the proceeds of this offer and the Information Memorandum dated 15 July 2015 is $6,900,000. Should the Minimum Subscription Amount not be achieved within four months of the date of this document, investor funds will be returned in full. Projected Returns A fixed pre-tax dividend return of 30.0% on funds invested payable on completion and sale of all apartments in the Project. This is not an annual rate of return and is fixed for the term of the Project. KEY DATES Investment Return Projected to be two (2) years from the date of issue of the Interests in the Fund. Investors should treat their investment as illiquid for the term of the Project.

6 6 Offer Opens 16th November 2015 Issue of Shares The Company expects to commence issuing the Preference Shares once the Minimum Subscription amount has been reached. Obligations of Investors Investors will be contributing funds to the Company to allow it to proceed with the Project. Investors rank behind secured creditors and the Construction Lender but their investment is limited to the amount contributed to the Fund. OTHER IMPORTANT INFORMATION Registry The Company will maintain a register of Preference Shareholders at its registered office. No underwriting The Offer is not underwritten. Tax implications The tax consequences associated with owning and disposing of the Shares for each Investor will depend on the Investor s individual circumstances. Any dividends paid to Investors will most likely be unfranked in the hands of the Investor. It is the responsibility of each Investor or potential Investor to seek professional advice with respect to their own tax position. 3. Project Profile INVESTMENT STRATEGY Funds raised under this PDS Part 2 and the contemporaneous offer to wholesale investors under the Information Memorandum will be used to purchase the Land and meet various costs associated with obtaining a revised Development Approval (DA) to eleven stories in order to maximise the potential of the Land. Once the new DA is received from Brisbane City Council then the Company will proceed with obtaining debt finance from a recognised Construction Lender sufficient to complete the Project. These borrowed funds will include an allowance for capitalised interest and a GST float. The Land on which the Project will be constructed is situated at 37 Wyandra St Teneriffe Brisbane and to be constructed thereon will be a minimum of 47 apartments. The Project has an as of right height limit of 8 stories under the current town plan. The Company intends to apply to extend this height limit extended to eleven stories which will result in a greater utilisation of the site, reduced costs per apartment and projected increased profitability. For the purpose of this offer the Company has adopted a worst case scenario of only eight stories being permitted. The Project based on the existing DA shall comprise 47 apartments as follows: The Project shall comprise 47 units as follows- 21 x 2 bedroom, 2 bathroom, 1 car; 2 x 2 bedroom, 2 bathroom, 1 MPR, 1 car; 20 x 3 bedroom, 2 bathroom, 2 car; and 4 x 4 bedroom, 3 bathroom, 2 car. All Apartments will have an allocated secure car space and exclusive use area. All Apartments have two bathrooms. All Apartments have spacious balconies ideal for entertaining. Contemporary design features throughout the Apartments. Extra spacious two and three bedroom Apartments. City views from the level 4 and above. Visitor parking will be available on site. Landscaped communal area for the residents including a rooftop pool, perfect for Barbecues a

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8 8 THE PROJECT MANAGER Charles Nee Director Charles began in the banking industry in 1999 and is qualified as a Financial Adviser and Mortgage Broker. Charles has a strong knowledge of all aspects of finance including Commercial, Development, Self-Managed Superfunds and Residential. Other qualifications include a Degree in International Business and a Full Member of the MFAA (Mortgage and Finance Association of Australia). Charles is passionate about helping develop and acquire profitable assets to help people achieve their personal goals and building their future. Paul Zahner Development Manager Paul s position as Development Manager brings to the business a wealth of experience gained as a Senior Partner in the Surveying and Town Planning firm of Bennett and Francis (Est 1917). Paul s role was directly responsible for the management and direction of the town planning division within the firm, particularly responsible for identifying planning strategies for complex development applications and negotiating added value outcomes for development clients. Paul has successfully negotiated over 2,500 development applications Lee Zahner Director Lee s main focus is to ensure that extensive due-diligence is carried out on every project bringing the highest level of detail, passion & dedication. Lee s expertise includes identifying potential sites, negotiating and creating distinction with the design team for each project.lee has been involved in over six hundred property transactions during his career and has personally project managed over one hundred properties throughout Queensland. Ben Williams Acquisitions Ben has over 15 years of experience within the property market, working in the commercial and residential sectors. Investors, developers and key business partners seek Ben s guidance regarding the acquisition and selection of high performing residential properties. Ben is a keynote speaker with major accountancy and financial planning companies, finance brokerage firms and domestic and international property agencies. Ben has been on the speaking circuit for more than six years, educating in excess of 5000 investors to make prudent property investment decisions.

9 4. Development Process for the Project 9 PROCESS DOCUMENTS Due Diligence on Project Feasibility / Research Secure Land with DA Conditional Contract or Option Pre marketing of the Offer Expression of interest to Prospective Investors Investors complete Application Form and remit funds to Guardian pending settlement of Land This PDS and accompanying Information Memorandum Once minimum subscription is reached, Company issues Preference Shares & settles Land Company enters into Management Agreement with Project Manager to complete the Project Various reports for loan submission, Valuation costings building contract etc. Obtain indicative Construction Loan from a financial instituion Obtain Building Approval, appoint Builder and commence Project Construction Loan approved, building contract commenced Complete Project Certificate of Completion, Individual Titles issued for each Designated Lot Sale of apartments to various purchases and repay Construction Loan Repay Construction Loan and any creditors, and redeem Preference Shares from Shareholders Wind up Company Lodge Forms with ASIC

10 10 5. The Offer SHARE OFFER The Offer under this PDS Part 2 is for Interests in the Guardian Investment Fund (Fund) which correspond to the issue of Preference Shares by the Company for the same amount of capital contributed by Investors. The Preference Shares will be held by the Custodian on behalf of Investors in the Fund. Once the Minimum Subscription Amount of $6,900,000 is reached, Investors will receive a Certificate of Investment in the Fund and Interests in the 37 Wyandra Street Class of Interests noting their investment details. Each Investor holding Interests in this Class of Interests is entitled to receive a fixed dividend of Thirty (30.0%) per cent on the amount invested by them and payable on completion and sale of most or all of the apartments in the Project. This dividend will be paid upon redemption of the Preference Shares by the Company. Investors should note that this projected return is not an annual return and is dependent of satisfactory completion of the Project on time and budget and receipt of sale proceeds sufficient to redeem the Preference Shares. These projected dividends to Investors at 30% under this offer have been fully costed into the Project feasibility by the Company. Projected returns and redemption of the Preference Shares will be after repayment of the debt funding to the Construction Lender and any other secured creditors of the Company. PREFERENCE SHARES Preference Shares issued by the Company to the Fund rank: Equally among themselves; Ahead of ordinary shares in the Company with respect to the payment of dividends; and Ahead of ordinary shares in the Company for a return of capital if the Company is wound up. Because of these rights, Preference Shareholders have restricted voting rights in the Company which is controlled in its day to day operations by its directors. The shares will be redeemed at face value by the Company at or prior to the Redemption Date, which is twenty-four (24) months after the date of issue of the Preference Shares by the Company or upon sale of the assets in the Company, whichever occurs earlier. Should the Project remain incomplete, unsold or otherwise unable to generate sufficient funds to redeem the Preference Shares at the Redemption Date, then the Company will have right to extend the term until sufficient profits are achieved in order to redeem the Preference Shares. The Preference Shares issued by the Company to the Fund will be classed as unlisted Redeemable Preference Shares. The Fund will not have any rights to sell an asset controlled by the Company or appoint a liquidator in the event the Preference Shares are not redeemed at the maturity date or dividend payments not being met by the due dates. The Preference Shares do not carry voting rights other than to matters that affect their shareholding or share rights. The directors of the Company and its ordinary shareholders control the day to day operations of the Company. HOW TO APPLY FOR THE INTEREST IN THE FUND Applications must be made on an Application Form attached to the PDS Part 1 dated 16th November The Responsible Entity reserves the right to allocate any lesser number of the Interests than that applied for, or to decline any application without reason. Where no allotment is made the application money will be returned in full with interest, but less bank charges, as soon as practicable. ALLOTMENT POLICY AND ISSUES OF INTERESTS No priority will be given to any application for Interests and the Responsible Entity reserves the right to reject any application for Interests in whole or in part. Where an application is rejected, or the number of the Interests issued is less than the number applied for, the surplus application money will be refunded to the applicant with interest, less bank charges.

11 11 6. Project Feasibility And Timelines SOURCE AND APPLICATION OF FUNDS SOURCE OF FUNDS AMOUNT Issue of Redeemable Preference Shares and the Construction Loan Proceeds from this PDS Part 2 and funds received from wholesale Investors Construction funding for the Project + GST float (57% LVR ex. GST) TOTAL SOURCE OF FUNDS APPLIC ATION OF FUNDS Development Costs of the Project: Acquire Land and meet acquisition costs Construction costs inc. contingency (1) Professional fees (Inc. Project Ma nagement) (3) Council contributi ons and charges (1) Land Holding Costs (inclusive of Land Tax) Capitalised interest on debt funding during construction (2) Marketing inc. initial commissions payable to Authorised Representatives Fina ncing fees Tota l Project Costs Less GST Credits reclaimed during construction (estimated) TOTAL APPLICATION OF FUNDS $6,900,000 $17,283,316 $24,183,316 AMOUNT $5,357,089 $15,111,049 $2,877,189 $1,180,000 $45,000 $1,000,000 $600,000 $75,900 $26,246,227 $2,062,911 $24,183, Based on quotes received to date by the Project Manager and estimates of costs of similar projects undertaken by Podium Living. A Quantity Surveyor or Valuer will confirm all construction costs and fees in a format to be approved by the Company and the Construction Lender. 2. Interest rates and fees shown above are based on current market interest rates obtained for the Project by the Project Manager and based on their previous experience. 3. Project Management fees of $120,000 are included in the Professional Fees quoted above. 4. See assumptions and risk factors as disclosed in Parts 1& 2 of this PDS. Figures shown above are based on best estimates provided by the Company and the Project Manager based on current market conditions. Past performance is not an indication of future events and circumstances may change during the term of the Project.

12 12 PROJEC TED COMPANY SURPLUS ON COMPLETION OF THE PROJECT While this is considered accurate based on the assumptions as described in this PDS Part 2, this position may be altered by risks (see section 9 of this PDS) that may affect the Project. These risks may alter the return to each Investor which the Company will communicate during the course of the Project. APPLICATION OF FUNDS Estimated Gross Realisable Value (GRV) on completion Less GST on GRV Net realisable value after GST Repay debt funding to Construction Lender (incl. capitalised interest) PROJECTED COMPANY SURPLUS PRIOR TO REPAYMENT OF PREFERENCE SHAREHOLDERS REDEMPTION OF ALL PREFERENCE SHARES ISSUED BY THE COMPANY PAYMENT OF DIVIDENDS UNDER THIS PART 2 PDS AT 30% X $3,000,000 PROJECT SURPLUS AFTER REDEMPTION OF PREFERENCE SHARES AMOUNT $33,350,000 $3,031,818 $30,318,182 $17,283,316 $13,034,866 $6,900,000 $900,000 $5,234,866 Note: This timetable is indicative only. The Company and the Responsible Entity reserves the right to vary the times and dates of the Offer including closing the offer early or accepting late Applications, without notifying any Applicant for Interests. The Company has already conducted a due diligence on the Project and will obtain a valuation report for mortgage security purposes for the Project prior to commencement of construction. PROPOSED TIMING TO COMPLETION OF THE PROJECT Land Contract Signed 3rd June, 2015 Investors Confirmed 1st December, 2015 Finance Approval 28th February, 2016 Settle Land 20th December, 2015 Building Approval 15th April, 2016 Commence Construction 15th May, 2016 Complete Construction 15th August, 2017 Titles Issued 5th September, 2017 Settlement November External Debt Funding for the Project The Project Manager expects to receive an indicative letter of offer from a recognised Construction Lender (a major Australian bank) sufficient to complete construction of the Project. Funds raised under this PDS Part 2 and from wholesale investors under the Information Memorandum will be sufficient to purchase the Land, meet acquisition costs and undertake a small portion of the civil works as set out in Section 6 above. The Construction Lender will provide the balance of the funds required to complete the Project on a cost to complete basis so that there remains sufficient funds in place based on the costs tabled above. Generally the Construction Lender will require an independent quantity surveyor to confirm each construction draw on a costs expensed and a cost to complete basis. The Construction Lender would not provide their funding until most of the funds raised under this PDS Part 2 and from wholesale investors has been expensed on the Project. The Construction Lender will hold a registered first mortgage over the Land and Project plus collateral security and a General Security Agreement of all assets and plans of the Company. The Company will enter into loan agreements with the Construction Lender on their normal terms and conditions. It is expected the directors and ordinary shareholders of the Company will provide personal guarantees to the Construction Lender.

13 8. Fees and Other Costs The following table summarises the key features of an investment in the Fund and refers to the sections of the PDS where you can find further information. You should fully read both parts of this PDS Part 1 and PDS Part 2 to properly understand your investment in the Fund. 13 TYPE OF FEE OR COST HOW AND WHEN PAID AMOUNT (inc. GST) Contribution Fee: Payable when Interests are issued Guardian Securities will be entitled to a Contribution Fee of 1.375% (inc. GST) of the total value for this Class of Interests issued by the Fund. This fee is payable from funds raised for this offer and upon the issue of Interests in the Fund and shares by the Company. Refer to sections 9.2 and 9.3 of Part 1 PDS for further information. $41,250 assuming a total value for this Class of Interests of $3,000,000. Management Fee Guardian Securities will be entitled to an annual management fee equal to 1.925% (inc. GST) of the total value for this Class of Interests issued by the Fund. This fee is payable monthly in arrears from the assets of the Fund. This fee will manage and maintain the compliance of the Fund including costs associated with establishment of the Investor register, back office administration, ASIC reporting, taxation returns of the Fund, audit and custodian costs of the Fund, statutory obligations and investor services. $57,750 per annum, assuming a total value for this Class of Interests of $3,000,000. Expense Recovery All costs associated with the offer including any due diligence costs and any other costs outside of those discussed in the Management and Contribution Fee above. Refer to Section 9.3 Fund Operating Expenses in Part 1 PDS for more details. This fee is an estimate only and is payable upon receipt of approved invoices from the Responsible Entity. It also excludes any abnormal expenses that may be incurred by the Fund in the performance of its obligations. $10, Key Risks In addition to the risks set out in section 8 of PDS Part 1, the following specific risks apply to an investment in this Class of Interests. DEVELOPMENT RISK The Company has yet to obtain a revised Development Approval (DA) from the local Council for the Project. Should the DA not be issued on the basis envisaged in this PDS, or contain onerous conditions that may impact on the profitability of the Project, then the fixed dividend returns and estimated cost

14 14 value of the Project may not be attainable and or may be substantially impacted by any adverse conditions contained in the revised DA. The current DA on the Land allows for the construction of 47 apartments and estimates used in this PDS are based on the current DA. CONSTRUCTION AND DELIVERY RISK Guaranteed maximum price design and construct contracts will be entered into by the Company for both the civil works and for construction of the apartments. However, there remains a risk that the construction costs will be higher than anticipated which would adversely impact the profitability of the Project that may impact on any investment returns to Investors. Further, if a guaranteed maximum price design and construct contract was terminated, for example due to default by the builder, another entity would need to be appointed to undertake the applicable building or construction works and the construction price negotiated with a replacement builder may be higher than currently provided for. Additionally, increased construction costs would also result in higher construction costs, as these costs are calculated as a percentage of development costs. The Company believes, however, the risk of a construction cost blow out will be mitigated by a guaranteed maximum price design and construct contracts with reliable contractors who have the necessary experience and financial standing to complete the Project on time and budget. In addition all necessary builder insurances to cover the cost of completion as detailed in the Master Builders Residential Building Contract which will be entered into by the Company and the building contractor that will attempt to mitigate the risk of builder default. COMPLETION RISKS If the Project is delayed for any reason (weather, cost blowouts, default by the builder or major contractors) this may delay completion of the Project and ultimately delivery of the completed apartments. Delays in completion may be caused by factors outside the control of the Company and thus may impact on successful completion of the Project. This risk is however mitigated by penalties built into the standard Master Builders Residential Building Contract which will be entered into by the Company and the building contractor. PLANNING RISK As at the date of this PDS, Building Approvals for the Project have not been obtained by the Company. There is a risk that such approvals may not be obtained within the expected timeframes, may not be granted in the form anticipated or may not be granted at all. FINANCING RISK BY THE COMPANY The Company has not obtained indicative construction funding for the Project from a major Australian Bank on current market terms and conditions. This lender will hold a registered first mortgage over the entire Project to secure their interests. In the event of default the Construction Lender may choose to take over and complete the Project and as secured lenders will seek to protect their own interest ahead of Preference Shareholders. VALUATION RISK A valuation of the Land as is or the Project on completion has not yet been obtained. Should this valuation be substantially less than the GRV provided by the Company, it may impact of the ability of the Company to obtain construction lending on terms and conditions acceptable to the Company.

15 PAYMENT OF DIVIDENDS AND REDEMPTION OF SHARES Dividends to Investors in this Class of Interests at the estimated return of 30% will be dependent on the ability of the Company and its directors completing the Project in a timely manner and being able to generate sufficient sales from the completed apartments in order to redeem the Preference Shares. Delays in completion of construction or sales not being generated in line with forecasts may delay payment of dividends payments from the Company and the timely redemption of the Preference Shares. The Company will retain the right to automatically extend the term of the Preference Shares in order to complete the Project sufficient to generate funds to redeem the shares at face value. 15 LIQUIDITY RISK There is no established secondary market for the Preference Shares. Therefore the ability to convert the Preference Shares to cash is limited to: the Company declaring a dividend; the Company redeeming or buying back the Shares at or before maturity; or sourcing another investor to whom the Shares can be transferred The above risk factors do not purport to be a complete explanation of the risks involved in the Offer. Potential Investors must read the entire PDS Parts 1 & 2 and should consult their own professional advisors. 10. Key Investor Information BENCHMARK DISCLOSURE REQUIREMENTS For more information of Benchmark Disclosures please see section 5 of PDS Part 1. While The Guardian Investment Fund does not intend to borrow, the disclosures set out below apply to the Company and this Class of Interests. Borrowings The funds raised by the issue of Preference Shares by the Company will be used to purchase the Land and meet the initial set up costs and civil works for the Project. The balance of funds required for the Project will be provided by a recognised lending institution on their normal terms and conditions. The Construction Lender will hold a registered first mortgage over the Land plus company charges and other security. Gearing Ratio Based on estimated values supplied by the Company, the gearing ratio for this Class of Interests is 57% calculated as follows: Gearing ratio = Total interest bearing liabilities ($17,283,316) Total assets on completion ($30,318,182 ex. GST) Interest Cover Ratio The Company does not meet this benchmark as the Project during construction will not produce sufficient income to meet the interest costs of the proposed debt funding for the Project. The Company will not be subject to the Interest Cover Ratio of the Project although funding is secured against the entire Project as disclosed in this PDS Part 2. This PDS Part 2 contains a summary of the development timetable and the risks associated with the development for this Class of Interests. Interest Capitalisation The Company does not meet this benchmark as the Company intends to borrow funds to complete the Project. Interest costs incurred for this debt funding will be added to the principal loan amount during construction so that the total amount owing to the Construction Lender on completion will be the total of the construction costs paid by the construction lender and the capitalised interest.

16 Withdrawal rights You will not be able to redeem your Interests prior to expiration of the term. However, you may transfer your Units, subject to the conditions described in section 5.9 and 6.6 of PDS Part Where the Company obtains financial accommodation to assist the purchase and development of the Land, the interest will be capitalised as it is unlikely the Project will generate income during the period of development. The interest expense and loan principal will be repaid upon sale of the completed development. The total cost of a loan is generally higher when interest is capitalised, rather than paid regularly throughout the loan term, as the interest is added to the loan principal and future interest calculated on the increased principal amount. Therefore, capitalising interest may adversely impact the returns achieved on the sale of a development property, particularly if the development takes longer to complete or sell than anticipated. If a loan is obtained in conjunction with an investment property, interest will not be capitalised and will be paid throughout the loan term from the income generated by the property. Portfolio Diversification Funds raised from this Class of Interests will be used solely to purchase the Land and meet the initial construction costs associated with the Project as set out in Section 5 of this PDS Part 2. Investors will not have any rights to any other assets or income of the Fund or from other Classes of Interests issued by the Fund. This PDS Part 2 contains a summary of the development timetable and the risks associated with the development for this Class of Interests. Valuation Benchmark not met. A bank valuation has not been obtained that satisfies external lender requirements. The Project Manager will obtain a valuation for mortgage purposes prior to commencement of construction of the Apartments. There is a risk that this valuation may not support the estimated values of each Apartment on completion which may impact on the debt funding for the Project and ultimately returns to Investors. Related Party Transactions Vendor The vendor of the Property is not a related party of Guardian Securities Limited ( Responsible Entity ) or a related party of the Project Manager. Project Manager The Project Manager is not a related party of the Responsible Entity or any of its directors or associates. Builder The Builder is not a related party of the Responsible Entity. The nominated Builder may be closely associated with the Project Manager. Any contracts between the Project Manager and the Builder will be on arm s length commercial terms. Authorised Representatives Guardian Securities Limited or any of its appointed Authorised Representatives will only accept Applications from licensed or authorised financial advisers. You and your financial adviser determine the amount of any Adviser Fee, if applicable, for this Class of Units. The relevant information for payment of the Adviser Fee must be noted on your Application Form when you make your initial investment. Distributions No distributions are contemplated for this Class of Interests until the Project is completed. Return of capital for this Class of Interests is to be realised upon completion and sale of Project.

17 Net tangible assets The Net Tangible Asset (NTA) value per Interest for this Class of Interests is calculated as the total offer proceeds under this PDS Part 2 less our Application Fee and any distribution fees paid to Authorised 17 Representatives. The NTA for this Class of Interests is calculated at 0.98c per Unit upon completion of the Offer and prior to payment of the ongoing fees and expenses associated with the Offer. The NTA value is calculated as the anticipated value of the assets of this Class (being the value of the Property and residual cash after payment of distribution expenses and Offer costs) divided by the total number of issued Interests in this Class. No Cooling off Period There is no cooling off period in relation to issue of Interests under this PDS Part 2 due to the illiquid nature of the Units. Therefore, as Interests will be issued by the Responsible Entity, there is no obligation on Responsible Entity to accept a request by an Applicant to withdraw their application once received. However, in the event that the Minimum Subscription Amount is not achieved by the Offer closing date, all monies will be refunded in full to Investors without deduction. 11. Taxation Considerations The information in this section is of a general nature and does not take into account the specific circumstances of each individual investor. All Investors are urged to seek their own taxation advice before acquiring Interests in the Fund. This section is not taxation advice. The Australian taxation system is complex and individual investors have different circumstances, it is recommended that all investors seek professional taxation advice before investing in the Fund. The Company will be registered for GST and comply with the Taxation Act as a trading entity. This means that the Company will pay taxation at the company tax rate on any profits it receives from the net sale proceeds of the Project. Generally these profits (if any) are offset by any losses incurred during the development phase. Payments of any dividends to Investors will be on a pre-tax basis and mostly likely will be unfranked. Each intending investor should seek their own taxation advice in regard to any taxation implications that may apply to their own individual circumstances as a result of an investment RECEIPT OF APPLICATIONS The Company expects to commence issuing the Interests once the Minimum Subscription amount has been received. The Responsible Entity reserves the right to vary the expected schedule for the issue of the Interests and to close the Offer at any time without ascribing any reason. All application money will be held in trust in a bank account established by the Custodian solely for the purpose of depositing application money until the Interests are issued or, if applicable, until the application money is refunded. Funds will only be released from this account once the Minimum Subscription is reached or moneys are refunded.

18 Application for Interests Eligible Investors Retail and wholesale investors as prescribed in the Corporations Act including Self-Managed Super Funds. Minimum Investment The minimum application is 20,000 Interests at $1.00 per Interest for a total investment of AUD $20,000. The Responsible Entity may waive the minimum application requirements or decline any Application at its absolute discretion. Applications The Responsible Entity reserves the right in its discretion to accept or refuse any Application by an Eligible Investor. If the Responsible Entity accepts your Application and it has received all relevant Application Monies, it will issue to you a confirmation statement acknowledging your investment as soon as practicable after acceptance of your Application. The confirmation statement will be recorded on the register however please note that the confirmation statement is not a certificate of title. No Interests will be issued until the Minimum Subscription is achieved. For details on how to subscribe for Interests in the Fund, please read Guide to completing the Application Form Section 16 Part 1 of this PDS and complete the Application Form. Right to withdraw offer The Responsible Entity may at any time decide to withdraw this PDS and the Offer, in which case the Responsible Entity will return to Applicants all Application Monies (at no cost) within 28 days of giving notice of its withdrawal. Related Parties Companies referred to as being within the group, are any other companies owned or controlled by the Project Manager or other companies in which the Directors have a direct or indirect interest. Any company within the group may contract on an arm s length basis with the Project Manager. The Board of Directors of the Responsible Entity and the Company will have in place systems to ensure that any dealings with such companies are on a purely arm s length and transparent basis. Processing of Applications If you wish to obtain a paper copy of the PDS please contact Vital Property Group on An electronic version of the PDS may also be requested by ing info@vitalpropertygroup.com 13. How to Apply Information about a particular Property offered for investment and the Class of Interests available for subscription are contained in this PDS Part 2. This PDS Part 2 also discloses the investment strategy for this Class of Units, issue price of the Interests in this Class, and the number of Interests available for subscription under an Offer for this Class of Units. To invest in a particular Property by purchasing Interests in the applicable Class, and therefore the Fund, please read the PDS, comprising both Part 1 and Part 2, and complete and submit the Application Form referred to in PDS Part 1 in accordance with the instructions on that form.

19 The completed Application Form must be printed and sent to us accompanied by a cheque made payable to Australian Executor Trustees Limited acf The Guardian Investment Fund and crossed not negotiable. 19 You should forward your Application Form together with the appropriate identification & cheque to: Guardian Securities Limited Suite 7, 211 Ron Penhaligon Way Robina Qld 4226 Alternatively, payment of application money may be made electronically by EFT to Applications Account as follows: Bank Account Name BSB Account No Reference NAB Pitt St Sydney AETL acf The Guardian Investment Fund Wyandra [your name] When you apply to invest in the Fund, your money is held in trust in an Applications Account until the Responsible Entity accept's your application. The Responsible Entity has the absolute discretion to reject any application and is not required to give a reason. The Responsible Entity will only proceed with an Offer where valid applications have been received for all the Interests offered in the Class of Interest sunder PDS Part 2. If valid applications have not been received for Interests offered within four months of the date of Part 2 for that Offer, the Responsible Entity will repay all application moneys, with any interest earned on that money but after deduction of any tax and bank charges (provided you will not receive less than the amount of your application money), or extend the Offer period subject to compliance with the Corporations Act. Similarly, if your application is declined, your application money will be returned promptly, with interest (if any) earned on your application money but less any fees charged by the bank and any taxes the Responsible Entity is required to withhold from the interest paid to you. However, you will not receive less than the amount of your application moneys. Interests will be issued prior to settlement of the purchase of the applicable Property or Properties to which the Offer relates, provided the purchase contract is unconditional and the Offer is fully subscribed as set out in PDS Part 2. Any interest earned on the application money for which Interests are issued will form part of the assets of the Class of Interests to which those Interests belong. Please contact Guardian Securities on or info@guardiansecurities.com.au if you have any questions in relation to this Class of Interests.

20 Glossary References in this PDS Part 2 include: Where a reference to any legislation includes any statutory modification or re-enactment or any substituted provision and ordinances, by-laws, regulations and other statutory instruments issued there under. Words importing the singular include the plural (and vice versa) and words denoting a given gender include all other genders. Where the context permits a reference to the redemption of Interests by the Company may also include an undertaking by the Company to engage in a selective Share buy-back of Interests in accordance with the Corporations Act Advisors AF SL Applicant Appli cation Form Appli cation Money ASI C AUD or $ Authorised Representative Board Corporations Act or the Act Closing Date Company Completion of Project Constitution Construction Lender D i rec tor Electronic Transfer Eligible Investor The people or organisations that consult to the Company. Australian Financial Services Licence A person or entity who has completed and lodged an Application Form. A valid application for Interest sunder the offer attached to, or accompanying, this Information Memorandum. The money paid by an Applicant for Interests in the Company. The Australian Securities and Investments Commission. Means one Australian dollar. Any person licensed under a financial services license holder or responsible entity and authorised to sell Interests in the Company. The Board of Directors of the Company. Means the Corporations Act 2001 (Cth) as amended from time to time. 30 January 2016 being the date the Directors expects to close this Offer. Please note the Offer may be closed early o r ex tended at the discretion of the Directors. 37 Wyandra Street Pty Ltd ACN Deemed to occur on disposal by the Company of each of all th e Lots in the Strata Plan. The document establishing the Company and governing the relationship between Unit-holders and the Company. Means a bank or similar lender who offers funding for the Project on terms and conditions acceptable to the Company and the Project Manager. A Director of the Company. Transfer of funds from one account to another through your bank s internet service by using the BSB and Account number o f the account you wish to transfer funds for investment. Persons or entities that meet the criteria set out in Sections 708 (1), 708 (8) & 708 (10) of the Corporations Act.

21 21 Improvements Information Memorandum Group Companies GST Guardian Land Offer PDS Practical Completion Project Project Manager Preference Share Redemption Date Share Shareholder Share certificate Subscription Tax Tax Act Means the buildings and other improvements to be erected on the Land in accordance with the approved plans and specifications. Means the offer to wholesale Investors by the Company of Preference Shares totalling 3,900,000 at an issue price of $1.00 per share under an Information Memorandum dated 15 July Companies referred to as being within the group, are any other companies owned or controlled by the directors, or other companies in which the Directors have a direct or indirect interest in. Means the goods and services tax as imposed by the term a New Tax System (Goods and Services Tax) Act 1999 and amended from time to time. Means Guardian Securities Limited ACN , its successors and assigns. The property situated at 37 Wyandra St Teneriffe Brisbane and described as Lots 1, 2 and 3 on RP Parish North Brisbane. The Offer under this PDS to acquire Interests in the Fund. This Product Disclosure Statement. Means the date the improvements on the Land have been completed to the extent that they are reasonably fit for occupation. Means the construction of the apartment complex on the Land. Means Podium Living Pty Ltd Means a preference share in the Company allocated to a Shareholder as provided for in the Constitution. For the purposes of the offer under this Information Memorandum, the Redemption Date shall be twenty-four (24) months after the date of issue of the Interests or otherwise agreed in writing between the shareholder and the Company. Means the issue of ordinary or Preference Shares in the Company under this PDS Means the holder of Shares in the Company. A certificate from the Company evidencing the issue of the Share/s to the person named in the certificate. Application Money in whole or in part that is made for the issue of Shares. Includes any tax, levy, impost, deduction, charge rate, duty or withholding which is levied or imposed by any government agency. Means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997 or any other Commonwealth legislation which deals with the assessment of or the imposition of tax on income profits or other gains or receipts.

22 22 ANNEXURE CITY RIVER

23 23 CITY RIVER

24 24 CITY RIVER

25 25 CITY RIVER

26 26 CITY RIVER

27 27 CITY RIVER

28 28 Pool / BBQ / Lounge / Entertainment Apt # Price Level 9 Apt Description 4 Bed / 3 Bath / WIR / Study 4 Bed / 3 Bath / WIR / Study 4 Bed / 3 Bath / WIR / Study 4 Bed / 3 Bath / WIR / Study 2 Car 2 Car 2 Car 2 Car Area Int / Ext Total area Apt # Price $1,250, $1,225, $1,225, $1,250, Level 8 Apt Description 3 Bed / 2 Bath / WIR / Study 2 Bed / 2 Bath / WIR / Study 3 Bed / 2 Bath / WIR / Study 3 Bed / 2 Bath / WIR / Study 2 Bed / 2 Bath / WIR 3 Bed / 2 Bath / WIR / Study 2 Car 1 Car 2 Car 2 Car 1 Car 2 Car Area Int / Ext Total area Apt # $1,600, $1,250, Price Level 7 Apt # $810, $645, $810, $790, $580, $790, Price Level 6 Apt # $800, $640, $800, $785, $575, $785, Price Level 5 Apt # $795, $635, $795, $775, $570, $775, Price Level 4 Apt Description 3 Bed / 2 Bath / WIR / Study 2 Bed / 2 Bath / WIR / MPR 2 Bed / 2 Bath / WIR / MPR 2 Bed / 2 Bath / WIR / Study 2 Bed / 2 Bath / WIR / Study 2 Bed / 2 Bath / WIR 2 Bed / 2 Bath / WIR 3 Bed / 2 Bath / WIR / Study 2 Car 1 Car 1 Car 1 Car 1 Car 1 Car 1 Car 2 Car Area Int / Ext Total area Apt # $820, $630, $820, $800, $565, $800, Price Level 3 Apt # $785, $610, $610, $760, $580, $560, $560, $785, PRICE MATRIX Price Level 2 Apt Description 3 Bed / 2 Bath / WIR / Study 2 Bed / 2 Bath / WIR 2 Bed / 2 Bath / WIR 2 Bed / 2 Bath / WIR 3 Bed / 2 Bath / WIR / Study 2 Car 1 Car 1 Car 1 Car 2 Car Area Int / Ext Total area Apt # Price Level 1 $780, $590, $590, $570, $575, $555, $555, $780, Lomax Bar Entrance Wyandra Street Driveway $565, $595, $595, Courtyard Courtyard Courtyard District view $790, Courtyard

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