At a glance
Minimum Investment
Investment Options
Return
6.50% p.a FYI bank savings accounts are about 3% (Paid monthly)
$1
Regular transfers at an amount and frequency that works for you.
(Or whatever you want it to be)
Monthly Access
Investing in
30 year history
In its 30 yr history, a retail investor of GPS has NEVER incurred a capital loss. We know what we are doing*
Unit and townhouse developments in South East QLD. Did someone say ‘Olympics?’
No locking money away for months at time. Get access more frequently
Interested? Apply online via www.gpsinvest.com.au
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*Past performance is not a valid indicator of future performance
The important things
Fancy seeing you here.
So you want to know about Arkus? Excellent! Because we have so much to tell you, and it would be our absolute pleasure to introduce you to Arkus, and how we aim to make investing not only easier, but more accessible. This info pack has all sorts of information depending on what you want to know. Feel free to jump around the sections, read it at your leisure or don’t read it at all. The Product Disclosure Statement (PDS) and Target Market Determination (TMD) are at the back of these summary pages and contain ALL of the information you need.
Hopefully you like what you see (read) so there is a sneaky application form / online process waiting for you at the back.
We really hope you like it.
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Whoarewe?
Smart. Start with the key question first.
Arkus Fund, but you can just call us Arkus, is a retail investment fund by GPS Investment Fund Limited (‘GPS’). Arkus is one of only 6 funds within GPS and does things a little differently.
Investment Funds will normally bring to mind the big multi-million-dollar corporations and banks. You will think Wall Street vibes with men in stiff suits and the risky game of predicting volatile markets in the hope of getting rich. Hopefully that description makes you recoil slightly because good news – GPS, and Arkus, isn’t any of that. GPS is a boutique investment fund with a 30-year history, and we don’t claim to be a big fund with LOTS of different options, spread over LOTS of different classes. We have specialised in investing in only First Registered mortgages in South East QLD from day 1. We can’t help you with shares or crypto or ETFs, but if you want to invest in the growth of South East QLD through First Registered Mortgages over residential construction – we are your team. I feel its key to point out here that while a Funds past performance is not a guaranteed indicator of its future performance, a retail investor of GPS has NEVER incurred a capital loss . Yes, that’s right. Never. We have stayed specialists in our field for a reason. We know what we need to do, and we don’t chase silly deals just to grow. We are risk adverse, experienced and care that our investors trust us with their hard-earned money. 30 years of history doesn’t lie.
What in the world are Registered First Mortgages?
Ah. Another fantastic question. I can feel we are going to get along well.
Investing is a VAST industry with lots of options to choose from, from almost every field. Our speciality is Registered First Mortgages over development projects in South East QLD.
It starts from when a developer wants to build the next set of units in Taringa or townhouses in Albany Creek, they first have to seek the funding to get the job done. They can go the bank, or they can go to a private lender – such as GPS Development Finance (GPS DF). When they borrow money from GPS DF, GPS Investment Fund obtains a mortgage over the land while the project is built and then the developer pays good old interest and fees on that loan while they build, and then repay the loan at the end. OMakes sense right? So when you invest with Arkus, you are investing in those mortgages over the properties while the projects are being built, and being paid your monthly distribution thanks to the Developers paying their fees.
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GPS will handle 20-30 of these projects at any one time only, and with Arkus being a ‘Pooled Fund’ set up – you invest in each of those with all your fellow Arkus investors. Cue the song “we are all in this together..“ Ok but why is it called a FIRST mortgage? That is because there can be multiple mortgages on a property. We have all seen the Hollywood films where people stretch themselves with 2 or 3 mortgages on their home. The same is possible with construction lending. GPS, and therefore Arkus, only ever sits in 1 position. Meaning we get paid out first and our investors get repaid first and those sitting in other positions have to wait until we are repaid before they see any money at all. There are other investment funds that will sit in those other positions – so make sure to take that into consideration when assessing whether Arkus is the fund for you. nd rd st
Ok but what is Arkus?
Fair call. We have covered all the important background so lets chat about the real star of the show.
So Arkus is a GPS Fund that invests in those same Registered First Mortgages, but makes it easier for you to invest sooner and more regularly.
If you have sussed out the other options available to you in this investing class, you will notice that most funds require a minimum deposit that requires you to basically already be rich to invest and then you can only continue to invest in equally large amounts. So how are we supposed to even get started? Enter Arkus. Arkus not only has a $1 minimum investment (and no we are not missing some zero’s – that is actually just ONE), it allows you to make regular recurring transfers into the fund so that your wealth grows over time. This is why Arkus is so special, and this is why we think you’ll love it. No matter what your budget might look like, you can invest in Arkus at $50 a fortnight, or $20 a week and be actively working to build your own empire.
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Why is Arkus better?
I assume ‘because we think so’ isn’t going to cut it as an appropriate answer. So let me summarise this into its key points No minimum investment so you can get started sooner. Regular transfers allowed (in fact encouraged) to grow your investment - you will be hard pressed finding another fund that allows you to set up recurring transfers to make regular, smaller investments. Investing shouldn’t be limited to those that already have thousands spare in the bank. An interest rate that will make you reconsider using that spare bank account for your savings. A bank savings account at 3.7% or Arkus at 6.5% - interesting comparison. Withdrawal options are monthly. You shouldn’t have to ‘lock’ your money away for 12+ months. We understand that life can throw curveballs *cough* global pandemic *cough* and we all need a little extra peace of mind.
What do I need to invest?
Do you have an Australian bank account? A TFN? Let’s say $10 spare every week and a desire to grow an investment over time?
Congrats – you qualify!
See you soon.
How do I sign up?
Really! This is so exciting.
Signing up can be done a couple of ways depending on your aversion to paper or electronics. Visit the Arkus page on the GPS Invest website (www.gpsinvest.com.au), click ‘Register’ and complete the online form and ID verification process.
Or
Complete the fillable PDF on the back of this document and send it back to our Arkus team. We will then send you a link to do an online ID verification and you are good to go.
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The team
We are obviously biased, but we think our team is the best. When you call or email the GPS office, it will be one of these outstanding people who are there to help. With a variety of skill sets and experience, you’re in good hands with this combo at the helm. Not only has this team delivered the previous success of no capital loss to its investors. they are among the Arkus investors themselves. When you invest in Arkus - you are investing with us. There is no greater testimonial then the team behind the curtain believing in the funds success.
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Product Disclosure Statement - 19 January 2026 Issued by GPS Investment Fund Limited (“GPS”) ABN 40 145 378 383 | AFSL 383080
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Arkus PDS
GPS, in its various forms, has been involved in the management of Mortgage Funds since 1994. Over that time, we have developed a niche market for funding residential construction and development projects in South East Queensland, exclusively through First Mortgages. “First Mortgages” or “Registered First Mortgages” is a be repaid when the property is sold, after the construction is complete. Arkus (“the Fund”) invests with other funds operated by GPS, as joint lenders, in a range of GPS sourced and managed loans. As an Investor in the Fund, your monies are spread across investments in the GPS portfolio. As at 31 December 2025, this totals 7 loans. The Fund’s objective is to provide our Investors with the ability to grow their savings over time. This can be done via lump sum deposits or regular transfers. The Fund is designed for long term Investors who want to maximise returns using GPS loans. This is achieved in a number of ways: 1. Updated information that is not materially adverse will be communicated directly to all investors; 2. The amount of funds held in cash will be minimised. The greater the percentage of the Fund working in loans, the better the potential return; and 3. Minimal down time between investments by maximising Fund assets invested in loans and There are some features of the Fund you should understand before investing. Management Committee The Fund is run by the Arkus management committee which is responsible for selecting all investments and the long term investment strategy. All decisions made by the Arkus management committee must be unanimous. Investors All new Investors entering into the Fund must satisfy the requirements of Fund entry as set
by GPS. Investors sought by the Fund can be described as “motivated” who intend to build their balance over time. Furthermore, Investors will hopefully provide a referral network to other like-minded Investors. Investment Strategy & Your Security Security for your investment is a legal and held over real estate in South East Queensland. See “Your Security” on page 9 for more information. The Fund invests primarily in construction, development and residential investment loans, and cash held in Australian banks. All investments by the Fund approved unanimously by the Arkus management committee will feature GPS loans, being loans made by other schemes operated by GPS, that are either construction loans, residual stock facilities, landholding only loans or other loans related to the construction projects having been assessed as a suitable risk for GPS. We will only take a First Mortgage position as the Fund’s primary registered security. The Fund and other funds managed by GPS may make a loan to the same borrower. In such a circumstance, the Funds may be joint lenders with the loans secured by a joint First Mortgage. Target Market Determination (TMD) The TMD is a document prepared by GPS that outlines who the Fund is considered appropriate for. The TMD should be considered alongside with the PDS when considering an investment in the Fund. However, it is not a PDS nor is it a summary of the product features and terms. The TMD can be found at the rear of this PDS or via www.gpsinvest.com.au/resources. Liquidity It is a non-liquid fund. GPS has taken this course for two main reasons: 1. A major cause of other pooled fund mortgage scheme failures is the mismatching of investment to loan terms. A liquid fund allows for short term withdrawal time frames but many of those funds are secured in long term
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mortgages. Where there is a loss of investor
forms to be received, meaning the funds will be
fund. This would necessitate closure of the Fund and could lead to the appointment of external administrators. History has shown us that this achieves poor results. 2. A non-liquid fund is designed to facilitate a rational wind up should there be a loss of By restricting the amount of moneys held in cash to meet withdrawal rights there is a greater percentage of funds invested in mortgages which assists in increasing the distribution rate. Recurring Investment Option The aim of Arkus is to make investing accessible, and eliminate the need for large minimum investments. Continued investment in the Fund can be made via recurring transfers into your Arkus investment account. This amount is determined by you and can be changed at any time. A Recurring Investment Form will need to be completed in order for the recurring funds to be invested in Arkus. Lump sum deposits are also accepted if preferred via completion of an Additional Investment Form. Withdrawal Rights To withdraw funds, you simply submit a “Participation in Withdrawal Notice” (“Withdrawal Notice”) alerting GPS of your intention to withdraw. This needs to be received 48hrs prior to the Withdrawal Period opening. When your withdrawal notice is received, GPS will include
Costs and Fees GPS does not charge fees to Investors. GPS and GPS Development Finance Pty Ltd time to time by receiving a variety of fees all paid for by the borrower, including but not limited to the Application, Loan Monitoring and Line Fees,
borrower and interest paid to Investors.
indicative distribution rate paid to Investors. Distributions GPS will communicate the past distribution rate to all Investors via their Arkus monthly investment statement (“Investment Statement”). GPS may change the indicative rate at any time (for example, due to unexpected market conditions) and will communicate the revised indicative rate to all Investors. The indicative distribution rate is an estimate only and is not a guaranteed return to Investors. The actual distribution received by Investors for a Distribution period will depend on the amount of distributable income received by the Fund for that Distribution period. Performance GPS has always met our objective of delivering investments that provide a regular income to Investors. We work hard to make sure that monthly interest is paid in a timely manner and apply our best endeavours to ensure, where possible, that withdrawal requests are fully met. GPS has met it’s target rate, paid monthly,
of the following month. GPS puts aside an amount of Fund cash each calendar month to facilitate
If the total amount of withdrawal requests from Investors exceeds that of the monies set aside,
No retail Investor has ever incurred a capital loss investing with GPS*.
each Investor is paid pari passu (pro-rata). Withdrawals are then paid to Investors once the withdrawal period has closed. The Directors of GPS will endeavour to make more monies available for withdrawal in the following calendar month if there is a shortfall, but this will depend upon the loan pay-outs in that period. An example of timeframes would be that if you submit a ‘Withdrawal Notice’ to GPS on the 12th of April, you will be included in the following
*Past performance is not an accurate indicator of future performance This foreword is only an overview. There is a considerable amount of information in the PDS. If you have any queries, or wish to further discuss the Fund, then please contact GPS at info@gpsinvest. com.au or on 1800 999 109.
1st business day in May. The withdrawal period
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Arkus PDS
Important Information
This Product Disclosure Statement (“ PDS ”) relates to investments in the Arkus Fund ARSN (“ the Fund ”). It is issued by GPS Investment Fund Limited (ABN 40 145 378 383 / AFSL 383080) (“ GPS This PDS contains important information about the Fund, you should read it carefully and in its entirety. The Australian Securities & Investments Commission (“ ASIC ”) takes no responsibility for the contents of this PDS. It contains general information only and does not take into account your particular needs, needs. You may receive a paper copy of this PDS free of charge by calling GPS on 1800 999 109. If you receive this PDS in electronic format, you should ensure the complete document including the Registration Form is received. If this is not the case, please contact GPS. Initial applications for investment may only be made on the Registration Form accompanying this PDS and submitted to GPS. investing. If you have any questions concerning the information contained in the PDS please contact GPS on 1800 999 109 or email info@gpsinvest.com.au. Investments in the Fund are not deposits with, or liabilities of, GPS and are subject to investment and other risks, including possible loss of income or loss of income and capital invested. Neither GPS nor the Fund’s custodian, Perpetual Corporate Trust Limited (“ Perpetual ”), nor their
of the Fund or that any of the investment objectives stated in this PDS will be achieved. This
Australia may be restricted by law and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. GPS has Professional Indemnity (“ PI ”) insurance in place to cover claims arising from
Some important terms used in this PDS are described at the rear of this PDS on page 28 and under the heading “Words with special meanings”. This PDS is a document required by the Corporations Act 2001 (Cth) (“ Corporations Act ” of “ the Act ”) and contains information designed to help you decide whether or no to invest in the Fund. Information in this PDS may change. Any updates to information that is not materially adverse to Investors will be provided to all Investors via their Investment Statement. Please call us or
provided free of charge upon request.
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Note 1 - The Fund
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Note 2 - Responsible Entity & Issuer
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Note 3 - Custodian
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Note 4 - Risks of Investing in the Fund
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Note 5 - ASIC Benchmarks & Disclosure Principles
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Note 7 - Fund Assets
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Note 8 - Minimum Transaction & Balance Requirements
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Note 9 - Unit Pricing
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Note 11 - Fees & Other Costs
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Note 12 - Tax Considerations
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Note 13 - Complaints & Dispute Resolution
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Note 14 - Relevant Documents & Fund Administration
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Words with Special Meanings
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How to Apply
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To invest in the Fund you should: 1. Read all the sections of this PDS. 2. the Fund. If you or your adviser have any questions on what you need to do, please call the GPS Investor Services team on 1800 999 109. 3. Complete the Registration Form that accompanies this PDS, or it can be found via the Arkus page of the GPS website. For more information on how to apply, please refer to the “How to apply” guide at the end of this PDS. 4. As part of that Registration process you can nominate to make regular transfers into your Arkus account. You will need to complete a “Recurring Payments Form” to nominate that method. 5. outlines the documents required. This information is required under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 . You are then an Arkus Investor and can deposit funds to start building your wealth.
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Arkus PDS
More Information
Feature
The Fund
Note 1
The Fund is a managed investment scheme registered under the Corporations Act. Responsible Entity & Issuer
Note 2
GPS Investment Fund Limited ABN 40 145 378 383 (“ GPS ”). Custodian
Note 3
Perpetual Corporate Trust Limited ABN 99 000 341 533 (“ Perpetual ”).
Note 5 (Principles 1-8)
ASIC Benchmark and Disclosure Principles Compliance
ASIC has developed eight benchmarks and eight disclosure principles that apply to all unlisted mortgage schemes (“ the Benchmarks ”). The Fund is required to disclose against the Benchmarks by either
Benchmarks 1. Liquidity 2. Scheme borrowing
Satisfy (Y/N) Y Y N
4. Related party transactions 5. Valuation policy
Y Y Y Y Y
7. Distribution practices 8. Withdrawal arrangements
Note 5 provides an explanation of the Benchmarks and, for those Benchmarks the Fund does not meet, an explanation of why the Fund does not meet the Benchmark is provided. Note 5 also provides the information required to be addressed by the disclosure principles. Any changes to the Fund’s compliance with the Benchmarks and disclosure principles will be communicated to all Investors. Fund Objective Note 1 To provide Investors in the Fund with a stable and predictable growing investment in Registered First Mortgages over real property in South East Queensland, and cash held in Australian banks.
Investment Strategy
Note 6
Investors’ moneys are “pooled” and invested collectively.
Fund Assets Note 7 The Fund will invest in Registered First Mortgage loans over residential and non-residential property in South East Queensland, and cash held in Australian banks. Loans are generally made to developments with a period of 12 months or more duration. However, GPS aims for the Fund’s loans to be either construction loans, residual stock facilities, landholding only or other construction project based loans having been assessed as a suitable risk for GPS.
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More Information
Feature
Minimum Transaction & Balance Requirements
Note 8
Minimum initial investment: Minimum additional investment: Minimum withdrawal: Minimum invested amount: $1 $1 $1,000 $1 GPS reserves the right to accept, or not accept, any investment amount at our discretion. Units
part of the Fund or in particular assets. Unit Pricing
Note 9
part of the Fund or in particular assets.
Note 10
Note 5 (Principle 7)
Distributions
Frequency of Distributions
Monthly, where GPS determines there is an amount available for Distribution.
Returns
Variable, in accordance with the Fund’s Constitution, based on the number of Units held, and the amount of the Fund distributable income for that Distribution Period. GPS will communicate the past Distribution rate to all Investors via their monthly Investment Statement. GPS may change the indicative rate at any time (for example, due to unexpected market conditions) and will communicate the revised indicative rate to all Investors via letter. The
payable by borrowers less the management fees payable to GPS.
Option to reinvest Distributions
Yes you have the option to reinvest your monthly distributions in order to grow your capital. This occurs at the applicable Unit Price. The same withdrawal conditions as capital investments apply.
Payment methods
Direct deposit to your nominated account.
Note 5 (Principle 8)
Withdrawal Rights
Eligibility
The Fund operates as a non-liquid managed investment scheme which means Investors will not be able to withdraw their investment in the Fund unless a ‘Withdrawal Notice’ is submitted with no less than 48hrs notice of a
calendar month for this purpose. However, the ability to make Withdrawal
cash held and loan pay-outs in that calendar month.
able to withdraw the full amount requested. This is because, if the amount of Withdrawal Requests exceeds the amount available under the Withdrawal
rata) based on the amount they sought to withdraw.
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Arkus PDS
More Information
Feature
Fees and Charges
Note 11
Establishment & contribution fees Withdrawal fees
Nil
Nil
Management costs
0.5% to 5.0% p.a. (estimated) of funds under management, generally deducted from income. Management fees are paid monthly out of the assets of the Fund. They are not charged to Investors. Expenses are payable out of the assets of the Fund when due and payable. However, GPS pays expenses associated with the day-to-day operation of the Fund from its management fees and expenses associated with a loan, which are paid by the borrower. NOTE: Under the Fund’s Constitution, management fees cannot exceed 5.0% p.a. (excl. GST) of the gross asset value of the Fund. Expenses are reimbursed in addition to this amount.
Risks of Investing Note 4 All investments carry risk including the potential for loss of income or capital, a less than expected rate Key risks of investing in the Fund include credit risk, concentration risk, valuation risk, interest rate risk and liquidity risk. Information about how these and other risks may impact the performance of an investment in the Fund is contained in Note 4. Tax Considerations Note 12 The Fund is not expected to pay income tax. Investors are responsible for declaring their Distributions from the Fund. Withholding Tax may apply in particular circumstances, e.g. if an Investor does not wish Note 13 GPS provides an internal complaints and dispute resolution process for Investors and is also a member of an external complaints resolution body. Relevant Documents Note 14 to provide their Tax File Number (“TFN”). Complaints and Dispute Resolution
details contained in these documents, can be found in Note 14.
The Fund, which is a pooled fund mortgage investment, works in the following way: • Fund Registered First Mortgage security over acceptable real estate properties and GPS lending guidelines (refer Note 7). These borrowers then utilise the loan from GPS to progressively build residential, commercial or industrial real estate, that is then sold
• GPS raises funds through Investors (like you) who pool their money in the Fund, which is then invested on their behalf in a number of Registered First Mortgages. • The borrowers pay monthly interest to the Fund for the use of the Fund’s money. • Where GPS determines there is an amount available for Distribution, Investors receive a Distribution sourced from interest paid by borrowers or capital. The historical Distribution rate of the Fund will be communicated to Investors via their monthly
product, the GPS loan is repaid.
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Investment Statement. However, future
options.
Distribution rates and Investors should not consider the historical Distribution rate as a guarantee or assurance of future Distribution rates. • Under normal operating circumstances the Fund management fee is paid to GPS from paid by borrowers and Distributions paid to Investors) and GPS pays day-to-day expenses incurred in operating the Fund from its management fees. Your Security In the unlikely event that GPS (an unlisted public company) ceases trading, loses its AFSL (AFSL No. 383080), is unable to perform its duties for whatever reason and/or becomes insolvent, Investors should remember they have not invested in GPS in any way. Your investment is of Registered First Mortgages held by Perpetual as Custodian over real estate located in South East Queensland. GPS does not have current borrowings and does not intend to borrow on behalf of any individual scheme. This means there are no prior charges
like this in South East Queensland since 1994.
to considering an investment in the Fund: • GPS has extensive management experience in sourcing, assessing and managing mortgage investments; • rate of return from a pool of First Mortgages chosen and managed by GPS; • Interest payments from the borrowers (less fees and charges) also called Distributions, are either reinvested back into your investment account or paid directly into your nominated bank account (subject to available funds); and • All costs associated with the establishment of a mortgage investment are paid by the borrowers.
The cessation of GPS as Responsible Entity
underlying value of the property over which you have a Registered First Mortgage. So long as the property retains its current market value, it is unlikely that your investment (generally with a sub 70% LVR) would be directly impaired. There are several reasons to consider an investment in a pooled fund mortgage investment: • individual Investors the opportunity to combine their funds with funds of other Investors to collectively invest in loans secured exclusively by Registered First Mortgages over real property. These “pooled” investments mean no individual individual mortgage. • Investors do not need to make an assessment of the individual mortgages. • Investors enjoy substantially broader
The performance of the Fund, including repayment of invested amounts and the payment of Distributions, is not employees or Perpetual, or any other person. The rates of return are not guaranteed, and are determined by future revenue of the Fund and may achieve lower than expected returns.
risks in mortgages when compared to
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Arkus PDS
GPS is part of a group of companies (“ The GPS Group ”) founded by Managing Director, Richard Woodhead. The initial company in The GPS Group commenced operations in Brisbane in 1994 sourcing and managing First Mortgage lending products predominately in the residential construction and development market in South East Queensland. The GPS Group brings to the Fund a wealth of experience gained by originating and managing mortgage loans since 1994. The GPS Group’s history of timely and consistent returns to strategies supported by established mortgage system capabilities and management processes. GPS was incorporated in 2010 and is the Responsible Entity of the Fund and issuer of this PDS. GPS holds AFSL No. 383080 issued by ASIC. Responsibilities, powers and duties GPS is required to manage and perform the functions conferred on it by the Fund’s Constitution and the Corporations Act. Under the provisions of the Constitution, there are certain covenants requiring GPS to: • manage applications for investment; • administer the issue, transfer and redemption of Units and maintain a register of Investors; • arrange where appropriate for the valuation of assets; • collect income and determine the level of Distributions of income and capital to Investors; • • control the investments of the Fund: • call meetings of the Investors, when required; and • which the Directors of GPS ( “Directors” ) take very seriously. GPS Investment Fund Limited Directors The GPS Directors have extensive experience
post graduate studies in valuation, business and law. Richard Knox Woodhead Chairman and Managing Director Richard started his career in 1982. He worked construction and property law. In 1993, he was one of the founders of The GPS Group, which commenced private lending in 1994. He maintains a hands-on and full time role at GPS where his 35 plus years of experience as a lawyer and private lender provide great depth of experience and practicality.
Benjamin O’Hara Executive Director
Benjamin (Ben) is a management executive with over 20 years specialist experience across a range of boutique and major brand banking
a broad skill base in business development and management. Over the past 20 years, he has held senior management positions with including Suncorp Metway, Bank of Queensland and Investec Bank. Ben specialises in growing businesses by developing and implementing strategy through analytical exercises, relationship management and vision. He holds a Bachelor of Economics from the University of New England. Matthew John Buckley External Director/Credit Committee Member Matthew (Matt) has over 30 years’ experience in the Queensland property market. He was registered as a valuer in 1989 and worked established the valuation division at Savills in 1999 and became Managing Director in 2009. In 2013, Matt set up ACORPP in Brisbane which is
joined the board of GPS in 2013 and continues to sit on the Credit Committee. Matt’s professional
the Australian Property Institute and a Licensed Real Estate Agent.
are varied and include business degrees and/or
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Perpetual has been engaged to act as Custodian for the assets of the Fund. As such, all mortgages in the Fund will be registered in the name of Perpetual and it will hold the loan transaction documents for all mortgaged property. Perpetual’s role as Custodian is limited to holding the assets of the Fund as agent of GPS. Perpetual has no supervisory role in relation to the operation of the Fund and is not responsible for protecting your interests. Perpetual has no liability or responsibility to you for any act done or omission made in accordance with the terms of the custody agreement to which it is appointed. Perpetual has not been involved in the preparation of this PDS. It has not authorised or caused the issue of this PDS, and takes no responsibility for the contents of this PDS other than the references to its name. Perpetual has given and has not, before the date of this
PDS, withdrawn its consent to be named in this PDS in the form and context in which its name appears. Perpetual has no liability or responsibility to you for any act done or omissions made in accordance with the terms of the agreements appointing it, nor does Perpetual guarantee the return of any investment in the Fund. Perpetual will be paid a commercial fee in accordance with the terms of the Custody Agreement. This fee is 0.025% of the Fund’s gross assets with a minimum of $25,000 per annum, plus transaction costs, and is payable by GPS from its management fees and is not an additional cost to Investors.
All investments are subject to a degree of risk, any one or more of which may result in a loss of earnings or the amount invested. It is important that you understand and are comfortable with
should be considered before deciding to invest in the Fund, but does not propose this to be a comprehensive summary of all of the risks. While GPS is not able to remove all the risks associated with an investment in the Fund, GPS employs a range of strategies to identify, evaluate and manage these risks. What this means and how GPS manages the risk GPS minimises credit risk by applying strict lending criteria, assessing the borrower’s capacity to repay and conducting thorough due diligence on all borrowers. GPS also takes a Registered First Mortgage as security over all loans. The day-to-day responsibility for adhering to our lending criteria rests with the Credit Committee, and ultimately with the GPS Board. The Credit Committee consists of two (2) directors of GPS and The approval of any mortgage investment requires the unanimous agreement of all members of the Credit Committee.
The purpose of this section is to inform you of the type of risks that may apply to an investment in the Fund. This section is a summary of what
Risk Feature Description
Credit risk
Credit risk represents the risk that a borrower defaults and GPS is not able to recover the loan amount. Any shortfall not covered by the sale of the secured property may result in a loss of income or capital to Investors.
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Arkus PDS
What this means and how GPS manages the risk The Fund’s portfolio will spread across a range of borrowers and asset securities within the residential and non-residential property market, with exposure to metro and non-metro locations throughout South East Queensland. and experienced valuers to conduct valuations of the secured property. GPS also factors in a contingency amount into the amount to be lent by the Fund and generally lends up to a maximum of 70% of the value of the event that property prices fall or the valuation is overstated.
Risk Feature Description
Concentration risk
Concentration risk is where loans are highly concentrated to particular types of activities, locations or borrowers. Valuation risk is the risk that the valuation of secured property current market property values. If the valuation is overstated, the property value at time of sale may not fully cover the amount borrowed. Valuations, both on an ‘as is’ and ‘as if complete’ basis are fundamental to determining how much the Fund may lend. The risk of counterparties (i.e. brokers, custodians and mortgage service providers) failing to perform as contracted.
Valuation risk
Counterparty default risk
GPS minimises counterparty default by transacting with multiple counterparties and only with authorised counterparties.
Liquidity risk
Liquidity risk represents the risk
As the Fund is a non-liquid scheme, delays may occur in converting investments into cash. This to Investors. GPS manages this risk by closely managing the mix of assets and liabilities held by the Fund. GPS endeavours to act always in the best interest of Investors and communicates regularly with Investors to minimise adverse changes to Investors brought about by changes of this nature.
timely basis.
Fund risk
This is the risk that the Fund could be terminated, the fees and costs could change, GPS could be replaced as the Responsible Entity or key personnel could change. This is the risk that a change in domestic or international laws or regulations, including taxation, may have an adverse impact on the Fund. GPS cannot predict the outcome of any of these risks but they may negatively impact the operation, investment strategy and performance of the Fund.
Regulatory risk
Regulatory risk is managed by GPS by regularly and closely reviewing changes in the law.
ASIC has issued Regulatory Guide 45 Mortgage Schemes: improving disclosure for retail Investors (“RG45”) setting out eight benchmarks (“the Benchmarks”) and eight disclosure principles for unlisted mortgage schemes to address in a PDS. The Benchmarks and disclosure principles
business practices to help Investors assess the
making their investment. The Fund is an unlisted mortgage scheme, as more than 50% of its non- cash assets are invested in mortgage assets.
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Benchmark
Statement Explanation Reference
Benchmark 1: Liquidity For a mortgage scheme, the Responsible Entity has
For additional disclosure, see information on ASIC disclosure principle 1 on page 15 of this PDS. For additional disclosure, see information on ASIC disclosure principle 2 on page 15 of this PDS.
a. demonstrate the scheme’s capacity to meet its
This Benchmark is met.
the next 15 months; b. are updated at least every three months and
N/R
c. are approved by the directors of the Responsible Entity at least every three months. Benchmark 2: Scheme borrowing The Responsible Entity does not have current borrowings and does not intend to borrow on behalf of the Scheme.
This Benchmark is met.
N/R
For a pooled mortgage scheme: a. by size, borrower, class of borrower activity and geographic region; b. the Scheme has no single asset in the Scheme portfolio that exceeds 5% of the total scheme assets; c. the Scheme has no single Borrower who exceeds 5% of the Scheme assets; and d. all loans made by the Scheme are secured by First Mortgages over real property (including registered leasehold title). e. Investors’ moneys are “pooled” and invested stages of the projects including, but not limited to, Project Reserve and Subordinated positions. Some stages may result in the funds being invested at a LVR greater than 70% for a period of time.
For additional disclosure, see information on ASIC disclosure principle 3 on page 15 of this PDS.
This Benchmark is not met.
See below.
The Fund does not meet items (a), (b) and (c) as GPS operates primarily as a low volume specialist lender for residential and non-residential construction development lending in South East Queensland and at any one time a single borrower or Fund asset may exceed 5% of the Scheme assets. GPS sticks to the product which it knows and can service. GPS manages risks arising from limited diversity by undertaking a thorough investigation of a borrower’s capacity to service the loan, only advancing moneys for works actually completed, maintaining cost to complete, including a contingency amount in the loan budget and requiring GPS board approval for any loan in excess of $15,000,000. Loans made by the Fund are secured by Registered First Mortgages over real property, and cash held in Australian banks. The Fund and other funds managed by GPS may make a loan to the same borrower. In such a circumstance, the funds may be joint lenders with the loan secured by a joint First Mortgage.
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Arkus PDS
Benchmark
Statement Explanation Reference
Benchmark 4: Related party transactions The Responsible Entity does not lend to related parties of the Responsible Entity or to the Scheme’s investment manager.
For additional disclosure, see information on ASIC disclosure principle 4 on
This Benchmark is met.
N/R
PDS.
Benchmark 5: Valuation policy In relation to valuations for the Scheme’s mortgage assets and their security property, the board of the Responsible Entity requires: a. a valuer to be a member of an appropriate professional body in the jurisdiction in which the relevant property is located; b. a valuer to be independent; c. procedures to be followed for dealing with any d. the rotation and diversity of valuers; e. in relation to security property for a loan, an independent valuation to be obtained i. before the issue of a loan and on renewal: • for development property, on both an “as is” and “as if complete” basis; and • for all other property, on an “as is” basis; and ii. within two months after the directors form a view that there is a likelihood that a decrease in the value of security property may have caused a material breach of a loan covenant.
For additional disclosure, see information on ASIC disclosure principle 5 on page 17 of this PDS.
This Benchmark is met.
N/R
Benchmark 6: Lending principles – Loan to valuation ratios If the Scheme directly holds mortgage assets:
a. where the loan relates to property development – funds are provided to the borrower in stages based on independent evidence of the progress of the development; b. where the loan relates to property development – the scheme does not lend more than 70% on the basis of the latest “as if complete” valuation of property over which security is provided; and c. in all other cases – the scheme does not lend more than 80% on the basis of the latest market valuation of property over which security is provided. Benchmark 7: Distribution practices The Responsible Entity will not pay current distributions from Scheme borrowings
For additional disclosure, see information on ASIC disclosure
This Benchmark is met.
N/R
page 17 of this PDS.
For additional disclosure, see information on ASIC disclosure principle 7 on page 18 of this PDS.
This Benchmark is met.
N/R
ISSUE DATE
15
Benchmark
Statement Explanation Reference
Benchmark 8: Withdrawal arrangements Liquid schemes: N/A Non-liquid schemes: For non-liquid Schemes, the
For additional disclosure, see information on ASIC disclosure principle 8 on page 19 of this PDS.
This Benchmark is met.
N/R
to Investors at least monthly.
ASIC disclosure principle 1 – Liquidity Liquidity is the measure of cash and cash equivalent assets as a proportion of the Fund’s total assets. A measure of the Fund’s liquidity is an indicator of the Fund’s ability to meet its short-term commitments as and when they fall due. Generally, a higher proportion of cash and cash equivalent assets means better liquidity and better ability for the Fund to meet its short- term commitments. As at 31 December 2025, the Fund had non- mortgage assets (being cash) equal to 34.49% of total assets – both issued and unissued. The composition and level of liquidity may change over time.
landholding only loans having been assessed as a suitable risk for GPS.
and, to the extent Withdrawal Requests exceed
accordance with the Act, only satisfy Withdrawal Requests up to the amount available under the
The Fund’s characterisation as a non-liquid scheme enables GPS to manage liquidity risks, including the risk associated with Investors seeking to withdraw funds from the Fund. GPS
extent which, the Fund is able to do so. ASIC disclosure principle 2 – Fund borrowing
a. demonstrate the Fund’s capacity to meet
The Fund does not currently have any borrowings and does not currently intend to borrow. However, GPS may decide to borrow in the future
needs for the next 15 months, based on normal operating conditions; b. are updated at least every three months and c. are approved by the directors of GPS at least every three months. GPS does not reasonably expect there to be any changes to the Fund’s expenses, liabilities and the current and future liquidity of the Fund. Expenses associated with a loan are met by the borrower and GPS meets usual Fund expenses, such as Custodian fees and audit costs, from its management fees. The Fund is a non-liquid scheme and therefore Investors will not be able to withdraw their investment in the Fund unless GPS makes
the GPS board. ASIC disclosure principle 3 – Portfolio
concentration risk in the portfolio of mortgages
of mortgages by borrower, size, activity and geographical location lowers the risk that the
by any one borrower or class of borrowers. The Fund’s investment portfolio as at 31 December 2025 is set over the following pages. The maximum loan amount for a single Borrower at that date was $200,000. GPS intends to follow the loan model adopted for other funds operated by GPS, meaning that the Fund will provide the majority of its loans with predominantly for the purpose of residential construction and development loans, and cash held in Australian banks.
amount of cash each month for this purpose.
and the amount available under any Withdrawal
GPS intends to invest in loans that are either construction loans, residual stock facilities, or
16
Arkus PDS
The Fund portfolio disclosure will be updated every six months.
ability to service the loan as part of a thorough due diligence process. All loan applications must be assessed and approved by a unanimous decision of the Credit Committee consisting of a Director, Matthew Buckley, (see “GPS Investment Fund Limited Directors” on page 10), an experienced external lending consultant and amount for any one borrower must not exceed $15,000,000 without GPS board approval. The borrower’s capacity to service loans will be assessed by provision and analysis of suitable that interest payments can be met when and as they fall due or interest for the loan term will be capitalised within the loan amount.
The Fund invests with other GPS managed funds, as joint lender, in GPS sourced and managed loans. The goal is for the Fund to have a diversity of investments. Maximum exposure to any loan is reviewed on both an exposure level of the Fund to any one loan and within each loan. Details of the diversity are set out in the following tables. Lending criteria and borrower’s capacity to service and repay GPS applies strict lending criteria and fully
Item
Number
Value
Landholding Only Loans
Nil
Nil
Construction and Development Loans
$502,250 $11,500
Residual Stock Loans
1
Loans in South East Queensland
All Nil Nil All Nil
All Nil Nil All Nil
Loans in Default for more than 30 days Loans in Arrears for more than 30 days Loans with First Ranking Security
Undrawn loan commitments
Loans Maturing within 12 months
5 2
$330,000 $183,750
Loans maturing greater than 12 months but less than 24 months
Loans Maturing greater than 24 months
Nil Nil
Nil Nil
1
$150,000
Loans with LVR greater than 70.01%
Nil
Nil
Loans with interest rates between 7.01% and 8% Loans with interest rates between 8.01% and 9% Loans with interest rates between 9.01% and 10% Loans with interest rates greater than 10%
1 1 5
$11,500 $30,000 $472,250
Nil
Nil
Loans where interest is capitalised
7
$513,750
Loans where interest is paid
Nil
Nil
Approach to taking security The Fund only holds loans that are secured by a Registered First Mortgage over real property. Security properties will consist of residential and non-residential properties. Security properties need not be income producing. We will only take a First Mortgage position as the Fund’s primary security. However, the Fund and other funds managed by GPS may make a loan to the same Borrower. In such a circumstance, the funds may be joint lenders with the loan secured by a joint First Mortgage.
Item
%
Percentage of fund amount advanced to the largest Borrower Percentage of fund amount advanced to the ten largest Borrowers Percentage of loans secured by Second Ranking Mortgage
38.93%
100.00%
Nil
Use of Derivatives
Nil
Non-Mortgage assets – cash
34.49%
ISSUE DATE
17
ASIC disclosure principle 6 – Loan-to- valuation ratios The LVR is a measure of the amount of the loan provided to Borrowers against the latest valuation obtained in respect of the property. The LVR is an indicator of how conservative or aggressive a scheme’s lending practices are. Generally, the higher the LVR, the more vulnerable the Fund will be to a change in market conditions. The Fund will only hold loans where they are secured by a registered First Mortgage over real property. The maximum LVR for all loans is generally less than 70%, and capitalised interest and contingency amounts are factored into the loan amount. The maximum and weighted average LVRs for Fund loans as at 31 December 2025 are set out here.
Investment in other unlisted mortgage schemes There is currently no intention for the Fund to invest in other unlisted mortgage schemes. ASIC disclosure principle 4 – Related party transactions GPS has entered into a Services Agreement with GPSDF pursuant to which GPSDF provides GPS with services to run the Fund. Any fees payable under this agreement will be paid by GPS from its management fees and from application or other fees paid by Borrowers, meaning they are not an additional cost to Investors or paid from Fund assets. GPS and GPSDF are related parties. GPS considers the agreement to be on arm’s length terms and therefore Investor approval was not obtained, or required, for the agreement. The key risk with GPS and GPSDF being related parties is, because of their relationship, GPS may performance and compliance with its obligations under the agreement to the detriment of Investors. GPS has a process for managing
Item
Percentage
Maximum average LVR Weighted average LVR
The Fund lends for residential and non- residential construction and development projects. In providing loans for construction and development projects the Fund requires declarations of solvency by the builder with each progress draw and only advances moneys for works completed and approved by our Quantity to cover the cost to complete. The percentage of completion of each property under development, and the loan to cost ratio of each development loan, as at 31 December 2025 is set out on the following page. ASIC disclosure principle 7 – Distribution practices Where GPS determines there is an amount available for Distribution the Fund will pay a Distribution out of income received. Therefore, GPS intends to pay Distributions monthly, payments by Borrowers and any interest earned by the Fund’s cash holdings. In addition to income that GPS determines is distributable, the Constitution allows GPS to distribute any additional amount, including capital. However, GPS intends to pay Distributions from capital only where it expects to shortly receive income, being interest payments by Borrowers. For example, if interest has accrued to the Fund at the end of a Distribution Period
transactions, which ensures that all transactions
GPS does not lend to related parties of GPS nor to GPDF. ASIC disclosure principle 5 – Valuation policy An independent, expert valuation is obtained for each security property prior to settlement. Properties are valued on both an ‘as is’ and ‘as if complete’ basis. The GPS board relies on such valuations to form a view of the secured property supporting the loan. Investors may access the Fund’s valuation policy on our website or by contacting us on 1800 999 109. The majority of loans are for a period of 12 months or more duration. If a loan is renewed as a result of it exceeding its initial term, the loan will be reassessed as if it was a new loan, including obtaining an updated valuation of the secured property, if considered necessary. GPS also reserves the right to obtain future up-to- date valuations of the secured property at the Borrower’s expense.
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