A flexible investment fund built for the world we actually live in.
1
TM
At a glance
Minimum Investment
Investment Options
Return
6.50% p.a
$1
Regular transfers at an amount and frequency that works for you.
(Paid monthly)
(Or whatever you want it to be)
FYI bank savings accounts are about 4.5%
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 at gpsinvest.com.au/apply-now or Call or email me: sclark@gpsinvest.com.au or 3154 0020
2
*Past performance is not a valid indicator of future performance
TM
The important things
Fancy seeing you here.
So you want to know about Arkus ? TM
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) and that apply online option looks appealing.
We really hope you like it.
3
Who are we?
Smart. Start with the key question first.
Arkus Fund , but you can just call us Arkus , is a retail investment fund managed by GPS Investment Fund Limited (‘GPS’). Arkus is one of only 6 funds within GPS and does things a little differently. TM TM TM 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. TM 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 mainly 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. Makes 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 interest fees. TM
4
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.“ TM TM 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 TM
Ok but what is Arkus ? TM
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. TM
If you have sussed out the other options available to you in this investment 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 . TM 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. TM TM 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. TM
*past performance is not an accurate indicator of future performance
5
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 4.5% or Arkus at 6.5% - interesting comparison; and TM 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 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 ‘Apply Now’ and complete the online form and ID verification process. Should take about 7 min. TM
Or
Yell out (or just send us an email) if you would like a PDF version instead.
6
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 retail investor having incurred a capital loss*. 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 Fund’s success. TM TM
*past performance is not an accurate indicator of future performance
The Arkus Fund (ARSN: 686 375 422) (“the Fund”) Product Disclosure Statement (“PDS”) is issued by GPS Investment Fund Limited (ABN: 40 145 378 383) (AFSL: 383080) (“GPS”). This document may contain general advice which does not consider any particular person’s objectives, financial situation or needs. GPS is not licensed to provide financial product advice about the Fund, so you should obtain a PDS, including a Target Market Determination (“TMD”), and read both prior to making a decision to invest. The PDS and TMD for the Fund are available at www.gpsinvest.com.au/resources/, or by calling 1800 999 109, and the TMD includes a description of who the Fund is considered appropriate for. You should also consider obtaining professional financial advice before making an investment decision. Cooling-off periods do not apply to the Fund. Past performance is not a reliable indicator of future performance. An investment in the Fund has risk, can fluctuate in value, may achieve lower than expected returns, is not a bank deposit, is not guaranteed and investors risk losing some or all of their principal investment. Distributions, if any, will generally be paid monthly. The Fund has limited withdrawal rights. Withdrawal offers will generally be made monthly, subject to available liquidity. Refer to the relevant PDS for more details.
7
The part we all skip but really shouldn’t. All the important details about this pooled mortgage fund offering Investors the opportunity to invest directly in a range of First Mortgages over residential, commerical and industrial property.
Product Disclosure Statement - 19 January 2026 Issued by GPS Investment Fund Limited (“GPS”) ABN 40 145 378 383 | AFSL 383080
2
Arkus PDS
Introduction to The Arkus Fund
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 beneficial interest in Registered First Mortgages 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
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 fancy way of saying that GPS is first in line to 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 holding sufficient cash to pay Distributions and fund any Withdrawal Offers. There are some features of the Fund you should 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 understand before investing. Management Committee
ISSUE DATE 19 January 2026
3
mortgages. Where there is a loss of investor confidence, there can be a “run” on a liquid 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 investor confidence. 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 you in the official “Withdrawal Offer” at the start of the following month. GPS puts aside an amount of Fund cash each calendar month to facilitate the making of a Withdrawal Offer to Investors. If the total amount of withdrawal requests from Investors exceeds that of the monies set aside, and available, under the Withdrawal Offer, then 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 month’s Withdrawal Offer which will open on the 1st business day in May. The withdrawal period
then remains open for at least 21 days for official forms to be received, meaning the funds will be repaid to Investors in the first week of June. Costs and Fees GPS does not charge fees to Investors. GPS and GPS Development Finance Pty Ltd (“GPSDF”) are rewarded for their efforts from 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, and the differential between interest paid by the borrower and interest paid to Investors. The fees GPS earns are not taken off the 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, consistently since its first Investor in May 2015. No retail Investor has ever incurred a capital loss investing with GPS*. *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.
4
Arkus PDS
Important Information (the legal stuff)
This Product Disclosure Statement (“ PDS ”) relates to investments in the Arkus Fund ARSN 686 375 422 (“ the Fund ”). It is issued by GPS Investment Fund Limited (ABN 40 145 378 383 / AFSL 383080) (“ GPS ”) as Responsible Entity and Issuer and is dated 19th January 2026. 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, objectives, financial situation or investment preferences. You should consider carefully if an investment in the Fund is appropriate for you in light of your objectives, financial situation and 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. This PDS is not investment advice and you should seek your own financial advice before 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 officers nor their related entities, guarantee the repayment of any capital or the performance of the Fund or that any of the investment objectives stated in this PDS will be achieved. This PDS does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this PDS in jurisdictions outside 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 professional services provided by GPS. The definition of “insured” in GPS’s PI insurance means any past, present or future director, officer and employee of GPS. 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 your financial adviser for any updates prior to investing. A paper copy of any updates will be provided free of charge upon request.
ISSUE DATE 19 January 2026
5
Contents
Arkus Features
6
Note 1 - The Fund
8
Note 2 - Responsible Entity & Issuer
9
Note 3 - Custodian
11
Note 4 - Risks of Investing in the Fund
11
Note 5 - ASIC Benchmarks & Disclosure Principles
12
Note 6 - Investment Strategy
20
Note 7 - Fund Assets
20
Note 8 - Minimum Transaction & Balance Requirements
21
Note 9 - Unit Pricing
21
Note 10 - Cooling-Off Rights
22
Note 11 - Fees & Other Costs
22
Note 12 - Tax Considerations
24
Note 13 - Complaints & Dispute Resolution
25
Note 14 - Relevant Documents & Fund Administration
25
Note 15 - Other things you should know
26
Words with Special Meanings
29
How to Apply
31
Next Steps
To invest in the Fund you should: 1. Read all the sections of this PDS.
2. Consult your financial or other professional adviser before deciding whether to invest in 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. Attach certified copies of your proof of identity documents with your Registration Form or complete the ID verification online. The Registration Form that accompanies this PDS outlines the documents required. This information is required under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 . 6. You are then an Arkus Investor and can deposit funds to start building your wealth.
6
Arkus PDS
Arkus Features
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 satisfying each Benchmark or where a Benchmark is not satisfied, explaining why not. The Fund meets Benchmarks 1, 2, 4, 5, 6, 7 and 8 but does not satisfy Benchmark 3. Benchmarks 1. Liquidity 2. Scheme borrowing 3. Loan portfolio and diversification 4. Related party transactions 5. Valuation policy 6. Lending principles—loan-to-valuation (‘LVR’) ratios 7. Distribution practices 8. Withdrawal arrangements Satisfy (Y/N) Y Y N Y Y Y Y Y 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 The Fund offers a variable rate of return from a “pool” of mortgages chosen and managed by GPS. 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.
ISSUE DATE 19 January 2026
7
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 The beneficial legal interest in the Fund is divided into Units. No Unit confers an interest in a particular part of the Fund or in particular assets. Unit Pricing Note 9 The beneficial legal interest in the Fund is divided into Units. No Unit confers an interest in a particular part of the Fund or in particular assets. Cooling-off Rights Note 10 There is no cooling-off period.
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 indicative Distribution rate is an estimate only and reflects the interest rate payable by borrowers less the management fees payable to GPS. 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.
Option to reinvest Distributions
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 Withdrawal Period and GPS makes a Withdrawal Offer. GPS intends to make Withdrawal Offers calendar monthly and puts aside an amount of cash each calendar month for this purpose. However, the ability to make Withdrawal Offers, and the amount available under any Withdrawal Offer, depends on cash held and loan pay-outs in that calendar month. GPS does not guarantee Withdrawal Offers will be made monthly. Further, if a Withdrawal Offer is made, GPS does not guarantee that an Investor will be able to withdraw the full amount requested. This is because, if the amount of Withdrawal Requests exceeds the amount available under the Withdrawal Offer, Withdrawal Requests from Investors will be satisfied pari passu (pro- rata) based on the amount they sought to withdraw.
8
Arkus PDS
More Information
Feature
Fees and Charges Establishment & contribution fees
Note 11
Nil
Withdrawal fees
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 of return or a delay in payment. An investment in the Fund is subject to these and other specific risks. 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 A list of documents which are significant to Investors, together with a summary of the more important details contained in these documents, can be found in Note 14. to provide their Tax File Number (“TFN”). Complaints and Dispute Resolution
Note 1 - The Fund
The Fund, which is a pooled fund mortgage investment, works in the following way: • GPS sources borrowers who will offer the Fund Registered First Mortgage security over acceptable real estate properties and satisfy other lending criteria as defined by 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 when complete. Upon the sale of the finished product, the GPS loan is repaid.
• 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
ISSUE DATE 19 January 2026
9
Investment Statement. However, future Distribution rates may differ from historical 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 revenue (the difference between interest 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 held via a legal and beneficial interest in a pool 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 affecting your rights as First Mortgagee. The cessation of GPS as Responsible Entity would not of itself adversely affect the 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. Benefits There are several reasons to consider an investment in a pooled fund mortgage investment: • Pooled fund mortgage investments offer 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 Investor has a specific entitlement to any individual mortgage. • Investors do not need to make an assessment of the individual mortgages. • Investors enjoy substantially broader diversification of investment and income risks in mortgages when compared to
choosing specific or “select” mortgage options. Key staff from within GPS have been successfully offering mortgage investment opportunities like this in South East Queensland since 1994. As a result there are several additional benefits to considering an investment in the Fund: • GPS has extensive management experience in sourcing, assessing and managing mortgage investments; • You have the benefit of receiving a variable 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 performance of the Fund, including repayment of invested amounts and the payment of Distributions, is not guaranteed by GPS, its officers or 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.
10
Arkus PDS
Note 2 - Responsible Entity & Issuer
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 Investors is as a result of well-defined investment 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; • prepare annual financial statements; • control the investments of the Fund: • call meetings of the Investors, when required; and • deal with any complaints efficiently and fairly. The Act imposes duties on GPS and its officers, which the Directors of GPS ( “Directors” ) take very seriously. GPS Investment Fund Limited Directors The GPS Directors have extensive experience in the areas of financial services and mortgage lending. Education and qualifications of the board are varied and include business degrees and/or
post graduate studies in valuation, business and law. Richard Knox Woodhead Chairman and Managing Director Richard started his career in 1982. He worked for several law firms specialising in ligation, 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 and finance institutions. During a diverse career in consulting and finance, Ben has developed a broad skill base in business development and management. Over the past 20 years, he has held senior management positions with major Queensland based financial institutions 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 at numerous firms during his career. Matt established the valuation division at Savills in 1999 and became Managing Director in 2009. In 2013, Matt set up ACORPP in Brisbane which is an independent property advisory firm. Matt also joined the board of GPS in 2013 and continues to sit on the Credit Committee. Matt’s professional qualifications include those of Registered Valuer Qld No.1771, Certified Practicing Valuer within the Australian Property Institute and a Licensed Real Estate Agent.
ISSUE DATE 19 January 2026
11
Note 3 - Custodian
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.
Note 4 - Risks of Investing in the Fund
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 the risks that may affect your investment. 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
GPS considers to be the significant risks that 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 Compliance Officer. The approval of any mortgage investment requires the unanimous agreement of all members of the Credit Committee.
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.
12
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. GPS engages independent, appropriately qualified 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 secured property, which provides a buffer in the event that property prices fall or the valuation is overstated. GPS minimises counterparty default by transacting with multiple counterparties and only with authorised counterparties. As the Fund is a non-liquid scheme, delays may occur in converting investments into cash. This may affect Distributions and/or redemptions 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.
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 obtained by GPS is not reflective of 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. Liquidity risk represents the risk that the Fund may not have sufficient cash flows to meet payments on a timely basis. 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.
Valuation risk
Counterparty default risk
Liquidity risk
Fund risk
Regulatory risk
Regulatory risk is managed by GPS by regularly and closely reviewing changes in the law.
Note 5 - ASIC Benchmarks & Disclosure Principles
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
identify a number of financial measures and business practices to help Investors assess the potential risks and rewards being offered prior to making their investment. The Fund is an unlisted mortgage scheme, as more than 50% of its non- cash assets are invested in mortgage assets.
ISSUE DATE 19 January 2026
13
Benchmark
Statement Explanation Reference
Benchmark 1: Liquidity For a mortgage scheme, the Responsible Entity has cash flow estimates for the Scheme that: a. demonstrate the scheme’s capacity to meet its expenses, liabilities and other cash flow needs for the next 15 months; b. are updated at least every three months and reflect any material changes; and 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. a. the Scheme holds a portfolio of assets diversified 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 collectively and may be used to fund different 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. Benchmark 3: Portfolio diversification For a pooled mortgage scheme:
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.
This Benchmark is met.
N/R
This Benchmark is met.
N/R
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.
14
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 page 16 of this PDS.
This Benchmark is met.
N/R
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 conflict of interest; 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 principle 6 on page 17 of this PDS.
This Benchmark is met.
N/R
For additional disclosure, see information on ASIC disclosure principle 7 on page 18 of this PDS.
This Benchmark is met.
N/R
Page 1 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11 Page 12 Page 13 Page 14 Page 15 Page 16 Page 17 Page 18 Page 19 Page 20 Page 21 Page 22 Page 23 Page 24 Page 25 Page 26 Page 27 Page 28 Page 29 Page 30 Page 31 Page 32 Page 33 Page 34 Page 35 Page 36 Page 37 Page 38 Page 39 Page 40 Page 41Made with FlippingBook - Online catalogs