# Midlands Income Wholesale Fund **Provider:** Midlands Funds Management (https://investmidlands.co.nz) **Source:** https://wholesaleinvestor.co.nz/funds/midlands-income-wholesale-fund **Facts JSON:** https://wholesaleinvestor.co.nz/api/im/midlands-income-wholesale-fund/facts.json > This document is a machine-readable concatenation of 3 extracted document(s) for AI/LLM grounding. The original PDFs are linked in each section. > Wholesale-only — for eligible investors per FMCA Schedule 1. WI does not republish manager performance numbers; verify with the manager. --- ## IM **Source PDF:** https://investmidlands.co.nz/wp-content/uploads/2024/07/MIWF-Information-Memorandum-Forms-MASTER-1Apr26.pdf **Published:** 2026-04-01 **Pages:** 32 **Extracted via:** pdftotext on 2026-05-19 1 INFORMATION MEMORANDUM MIDLANDS INCOME WHOLESALE FUND | 1 APRIL 2026 IMPORTANT NOTE: This offer by Midlands Funds Management Limited (Midlands) is limited to persons who are wholesale investors for the purposes of the offer in terms of clause 3(2) or 3(3)(a) of Schedule 1 of the Financial Markets Conduct Act 2013. No product disclosure statement for the purposes of that Act has been prepared and none is required for a wholesale offer. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself. This Information Memorandum has been prepared for general information purposes only. Investors should carry out their own independent review, investigations, analysis, and assessment of the information in this document and seek financial and tax advice before deciding to invest. 1. KEY INVESTMENT HIGHLIGHTS The Midlands Income Wholesale Fund (Fund) provides access to our Midlands Smarter PIE Fund (MSPF), but at a lower fee structure and therefore higher returns for investors. § The Fund invests solely in the MSPF (with a small working capital cash holding), which provides an alternative way to obtain exposure to the New Zealand property sector, without direct property ownership. § MSPF lends money to approved borrowers who meet strict loan criteria to purchase property and land assets. § The MSPF has conservative lending principles, deigned to help protect investors: 1. SECURED: Loans are always secured by first mortgages over New Zealand property. 2. DIVERSIFIED: The MSPF's manager aims to maintain a mortgage portfolio with a mix of mortgage types, interest rates, maturity dates and physical locations of the mortgaged spread geographically throughout New Zealand. 3. CONSERVATIVE: The MSPF maintains conservative LVR limits. See www.investmidlands.co.nz. 4. PRUDENT: Loans consist of a broad mix of mortgage types, interest rates and maturity dates. § The Fund targets returns (after fees and expenses but before tax) that exceed the average 3 month term deposit rate advertised by all relevant New Zealand registered banks. § The Fund has a lower net fee structure than direct investment in the MSPF, in exchange for a larger investment (minimum $100,000) and a longer notice period (typically 30, 60 or 90 days depending on the size of your investment). Lower net fees are facilitated by way of a fee rebate paid by Midlands. For more information, refer to section 7 of this Information Memorandum. § The Fund's PIE tax structure provides tax benefits for investors on marginal income tax rates higher than 28%. Note there is a list of frequently used abbreviations at the back of this document in section 12. 2. THE MIDLANDS INCOME WHOLESALE FUND § This is an offer by Midlands Funds Management Limited (Midlands) of units in the Fund, a wholesale managed investment scheme. The Fund is a trust established by a trust deed dated 21 July 2021 between Trustees Executors Limited (Trustee) and Midlands (Trust Deed). § The Fund provides indirect exposure to first ranking mortgages (and cash and cash equivalents) by investing directly into the Midlands Smarter PIE Fund (MSPF), a retail managed investment scheme. Midlands is the issuer (and manager) of the MSPF, and a product disclosure statement for the MSPF is available from us. § The Fund offers a lower fee option for wholesale investors who agree to invest larger amounts with an agreed notice period. § The specific fees charged are subject to agreement between Midlands and each investor. Typically, Midlands will offer lower fees for larger investments. 2 3. THE FUND OVERVIEW The following diagram shows how the Fund works, and the relationship with the MSPF and between the parties involved: § Investors will acquire and hold units in the Fund. Units are issued at the unit value on the business day before the business day on which the application for units is received. The unit price is the Fund value divided by the number of units on issue (rounded down to two decimal places). The Fund value is the net value of the Fund's assets (units in the MSPF and any cash held). The value of the Fund is therefore linked to the value of the MSPF. § The value of the MSPF is, in summary, the aggregate of cash and cash equivalents and the market value of loan investments, less the aggregate of undistributed MSPF income and liabilities. § Because the MSPF, and by association the Fund, is a pooled investment vehicle, investors' risk is spread across cash and the whole loan portfolio. This gives investors a more diversified exposure to the mortgage lending market than investing directly in a single property loan. Accordingly, if there is a poor return or loss of loan principal on any one mortgage loan, the impact is spread across the whole portfolio and may be less likely to have a significant effect on the returns earned on investors' investments or the value of units in the MSPF and Fund, when compared with an investment in a single loan. INVESTMENT AMOUNT AND INVESTMENT TERM § Investments in the Fund can be made by completing the application form available from Midlands or www.investmidlands.co.nz and submitting that form to Midlands. The investment amount, notice period and management fee must be agreed with Midlands and recorded on the application form. § The minimum investment is $100,000 and the notice period is typically 30, 60 or 90 days depending on the size of your investment. Midlands may agree to accept investments at call and may accept smaller investments at its discretion. § The management fee to be paid will also be agreed with Midlands, and recorded on the application form. Reductions from the standard management fee are facilitated by way of a fee rebate paid by Midlands. For more information, refer to section 7 of this Information Memorandum. 3 DISTRIBUTIONS § Net income distributions on units (being the net income earned on the Fund's investments after the payment of tax, and reflecting fees and expenses within the MSPF) are paid out to investors quarterly. At the date of this Information Memorandum, distributions are paid on 31 March, 30 June, 30 September and 31 December or, if that is not a business day, on the previous business day. The date distributions are paid could be changed. Any change will be notified to investors by Midlands. § Distributions of income are in cash unless Midlands allows an investor to request, and the investor does request, that their entitlement is distributed to them by the issue of additional units. Such requests (if allowed) must be submitted to Midlands in writing not less than 30 days prior to the expiry of the relevant distribution period. § If an investor's distribution is less than $25 then Midlands may allocate that distribution by the issue of additional units irrespective of whether the investor has elected to receive distributions in that manner. WITHDRAWING YOUR INVESTMENT § Investments in the Fund are not “on call”. The Fund has a lower fee structure than direct investment in the MSPF, in exchange for a larger investment (minimum $100,000) AND a longer notice period. The notice period is typically 30, 60 or 90 days, depending on the size of your investment, as follows: INVESTMENT TYPICAL WITHDRAWAL NOTICE REQUIRED Less than $500,000 30 days notice to withdraw some or all of your funds More than $500,000 60 days notice to withdraw some or all of your funds More than $1,000,000 90 days notice to withdraw some or all of your funds § To withdraw from the Fund (where permitted) an investor must complete a Withdrawal Form (available from Midlands or at www.investmidlands.co.nz) and send it to Midlands. Please note that for the protection of our investors, we will only pay withdrawals into the verified bank account on file. § Withdrawals will be actioned in accordance with the standard notice periods (above), or such other notice period agreed with the investor at Midlands' discretion, subject to Midlands' right to suspend or defer withdrawals. § A Withdrawal Form: - may not be given for fewer than $1,000.00 (or the whole amount of an investor's investment, if less than $1,000.00); and - may not be given if it would cause an investor to hold fewer than $1,000.00. § If, by reason of financial, political or economic conditions applying in respect of any financial market, the nature of an investment or the occurrence of any other circumstance relating to the Fund, units specified in a Withdrawal Form cannot be redeemed, then Midlands may suspend withdrawals. § If a Withdrawal Form or a series of Withdrawal Forms is received in respect of the same holding of units within a period of 3 months and relate to more in total than 5% of the number of units on issue and Midlands believes that it is in the general interests of all investors to defer immediate redemption of the total units requested then the units may be redeemed by instalments over a period set by Midlands or redeemed in total at the expiry of a period set by Midlands. § Midlands has essentially the same suspension and deferral rights for the MSPF. If withdrawals from the MSPF were suspended or deferred then it is almost certain that withdrawals from the Fund would also be suspended or deferred. This is because Midlands would not be able to fund withdrawals from the Fund if it could not withdraw a corresponding amount from the Fund's investment in the MSPF. § The withdrawal restrictions outlined above apply regardless of the standard notice periods, or any different notice period agreed. § Other than a transmission of units in the Fund to the executors or administrator of a deceased investor or a transfer by operation of law to any person having authority to administer the estate of a mentally disordered person, and to any person becoming entitled to units in consequence of the death, bankruptcy or liquidation of any investor, units in the Fund are not transferable without the written consent of Midlands and then subject to such terms and conditions as Midlands may in its discretion impose. 4 COMPULSORY REDEMPTION § Midlands may compulsorily redeem any units held by an investor by written notice to the investor, including during the fixed term of any investment, where Midlands considers it necessary or desirable to do so, including where this is needed for the Fund to maintain its PIE status. Midlands is not required to pay any compensation for any compulsory redemption. § It is expected that Midlands would only ever exercise this power as a last resort, where it was necessary to do so for PIE compliance or to prevent the returns of the MSPF being supressed by excess cash holdings. 4. INVESTMENT STRATEGY SUMMARY OF INVESTMENT OBJECTIVE AND INVESTMENT STRATEGY § The investment objective is to provide investors with an income return pre-tax (but after fees and expenses) at a level which exceeds the average 3 month term deposit rate advertised by all relevant New Zealand registered banks. § The Fund invests solely in units in the MSPF, with the exception of a small amount of cash (typically less than $5,000) which may be held by the Fund for transactional purposes, and cash as required periodically for the payment of PIE tax). The MSPF then invests in loans secured by first mortgages over land and buildings and a minimum of 5% of the MSPF value held in cash and cash equivalents for the purposes of managing liquidity and pending investment in loans. The manager of the MSPF (which is also Midlands) has agreed the following target investment mix with its supervisor (who is also the Trustee): 1. Cash and cash equivalents held at one or more registered banks – 5% to 25% of the MSPF value; 2. Residential first mortgage lending – 10% to 90% of the MSPF value; 3. Commercial first mortgage lending – 0% to 50% of the MSPF value; and 4. Rural first mortgage lending – 0% to 50% of the MSPF value. INVESTMENT POLICIES § The Fund invests solely in units in the MSPF (with the exception of a small amount of cash (typically less than $5,000) which may be held by the Fund for transactional purposes, and cash as required periodically for the payment of PIE tax). § The MSPF invests in loans secured by first mortgages over land and buildings in New Zealand, within defined lending ratios. The MSPF also invests in cash and cash equivalents (that is, term deposits of up to 90 days) with registered banks. § Midlands' policy in relation to mortgage lending is to establish and maintain a broad range of mortgage investments. Midlands aims to maintain a mortgage portfolio with a mix of mortgage types, interest rates, maturity dates and physical locations of the mortgaged properties. The target investment range (by secured property type) is set out above. § The mortgage loan portfolio is geographically spread. Please refer to the latest fund update for the MSPF (available from Midlands or on www.investmidlands.co.nz) for more details of the geographical spread. § Midlands' policy in relation to investing in cash and cash equivalents with registered banks is to have a minimum of 5% and a maximum of 25% of the MSPF value held in cash and cash equivalents for the purpose of managing liquidity and pending investment in loans. § The MSPF has loan to value (LVR) lending limits, based on the amount of the loan when compared with the value of the mortgage security property at the time of loan approval, as follows: 5 RESIDENTIAL COMMERCIAL MORTGAGES RURAL MORTGAGES MORTGAGES Fee simple and cross lease Fee simple and cross lease land Fee simple and cross lease: up to 60% LVR land and buildings: up to and buildings: up to 66.7% LVR Property used for dairy farming (fee simple 75% LVR and cross lease): up to 66.67% LVR provided collateral security is obtained over co- operative shares. Leasehold: up to 50% LVR Leasehold: up to 50% LVR Leasehold: up to 50% LVR Vacant land: up to 50% LVR Vacant land: up to 50% LVR Vacant land: up to 50% LVR The information in this section is current as at the date of this Information Memorandum, and is subject to change. Current information is available by contacting Midlands. 5. MIDLANDS AND ITS ROLE § Midlands is responsible for management of the Fund. Midlands also manages the MSPF. Midlands is a licensed manager of registered schemes that invest in first ranking mortgages and cash, although this licence does not cover the management of the Fund (as it is a wholesale offer). Midlands is not a registered bank. Midlands does not guarantee investments in the Fund, or any level of returns from the Fund. § Midlands employs a professional team, which includes experienced mortgage lenders, credit specialists and relationship managers. Midlands has managed the MSPF since 2004 and aims to operate as a solutions-based lender with a specific emphasis on understanding borrowers and undertaking rigorous due diligence for every loan. 6. THE TRUSTEE AND ITS ROLE § Trustee Executors Limited has been appointed as trustee of the Fund to hold the assets of the Fund (being units in the MSPF and any cash held) on trust for investors. The Trustee is also the supervisor of the MSPF. § Because the Fund is a wholesale fund, the Trustee has a reasonably limited role in overseeing Midlands' management of the Fund. The Trustee does not guarantee investments in the Fund, or any level of returns from the Fund. 6 7. FEES The fees associated with an investment in the Fund are as follows: FEE TYPE EXPLANATION MIDLANDS’ FEE Midlands charges a net management fee agreed between Midlands and each investor. The net amount of the fee each investor pays will be set out in the application form, but may be changed by agreement between Midlands and the investor. Typically, Midlands will offer lower fees for larger investments and longer investment terms. MIDLANDS’ FEE REBATE Midlands' basic fee of 1.78% per annum of the MSPF value is deducted from the MSPF. Midlands will pay each investor a quarterly fee rebate (by way of an issue of additional units in the Fund) to reflect the difference between Midlands' basic fee deducted from the MSPF and the management fee agreed with each investor. TRUSTEE’S FEE 0.17% per annum of the MSPF value up to $50 million, 0.12% per annum of the MSPF value up to $100 million and thereafter 0.09% of the MSPF value (but with a minimum fee of $50,000) is payable to the Trustee, as a supervisor's fee, for its role as supervisor of the MSPF. A separate trustee fee of 0.04% is payable for the Midlands Income Wholesale Fund, but is paid for by Midlands and not out of the Fund. OTHER Estimated to be 0.18% per annum, based on historic rates. MANAGEMENT & ADMINISTRATION Midlands is paid out of the MSPF a fee of 50% of the default interest collected from CHARGES borrowers in default. For the avoidance of doubt, if default interest is not collected from the borrower, no fee is paid to Midlands. Administration charges are also payable by the MSPF. These include audit, bank charges, cost of communication to investors, legal and professional fees, and IT expenses. Any additional administration charges relating to the Fund (for example, audit fees) are paid for by Midlands and not out of the Fund. § All fees are inclusive of GST, where applicable. § Midlands' basic fee is calculated daily and paid monthly in arrears out of the MSPF's assets. This fee is the remuneration to which Midlands is entitled for the provision of management services to the MSPF. There is no separate management fee paid by the Fund. § The Trustee's fee is calculated daily and paid monthly in arrears out of the MSPF's assets. This fee is the remuneration to which the Trustee is entitled for the provision of trustee and supervisory services to the MSPF. § Default interest fees are charged monthly. They contribute to Midlands' costs of managing loans that are in arrears. § Administration charges are charged to the MSPF as they are incurred. § There is no performance fee in relation to the Fund or the MSPF. § No withdrawal, penalty or transaction fees are charged by the Fund or the MSPF. § Investors are not charged establishment or brokerage fees. However, if you invest in the Fund through a financial adviser or other broker Midlands may pay them a fee. These fees are payable by Midlands, and not out of either the Fund or the MSPF. You can obtain details of any fees from your adviser or broker. § These fees are subject to change. The current fees and how they are calculated are available by contacting Midlands. 7 8. RISKS § All investments carry risk. There are a number of general and specific risks associated with the Fund which could mean that you do not receive the expected returns, or do not recover the full value of your investment. § The key risks are as follows: RISK EXPLANATION CREDIT RISK A borrower or several borrowers from the MSPF may default by not paying interest instalments when due or by failing to pay the loan balance at the end of the loan term. Borrower default has the following potential consequences: § Negative cash flow impact (meaning distributions to investors may be less or there may be no returns to distribute); and § Need to enforce the security held, including a sale of the property at a mortgagee sale. The sale price achieved on a mortgagee sale is often less than on an "open market" sale and may be less than the loan amount. Additional costs are also likely to be incurred in a mortgagee sale process. However, as the MSPF lends only on first mortgage securities, it will rank first in returns from any mortgagee sale. PROPERTY The MSPF secures loans against residential, commercial and rural properties. Each of SECTOR RISKS those property sectors has its own risks. A downturn in one or more of these sectors may have an adverse effect on the financial performance of the MSPF (and in turn the Fund) by increasing the risk of borrower default or reducing the value of secured properties (and therefore increasing the risk of losses on a mortgagee sale). CONCENTRATION The MSPF's mortgage loan portfolio is geographically spread throughout New Zealand. RISK / However, loan concentrations in certain regions can occur from time to time. Any GEOGRAPHIC significant downturn in those property markets (causing an erosion of loan security RISK margins) could have an adverse effect on the MSPF (and in turn the Fund). In addition, due to the size of the MSPF, the mortgage loan portfolio could, at times, contain elevated levels of exposure to individual loans which could, if a default occurred, have an adverse effect on the MSPF (and in turn the Fund). RISK EXPLANATION DEVELOPMENT The MSPF may, on occasion, lend for property development. Failure to complete a LENDING RISK development can mean that the incomplete development fails to achieve the amount of loan funding on sale, increasing the risk of loss should a default occur. To mitigate this risk the MSPF's lending criteria generally requires that construction costs are locked in with a fixed price building contract, that the building contractor is reputable and satisfactory to Midlands, and that the borrower has sufficient experience and sources of funding to complete the development. LAND VALUE There are risks associated with lending on the security of a property with a high unimproved RISK land value. The MSPF may also, on occasion, lend on the security of entirely bare or undeveloped land. The unimproved land value component is exposed to risks associated with changes of zoning that could adversely affect value. In addition, in the case of natural disasters involving damage to land, there may be no adequate compensation or available insurance for the loss of the unimproved land value. This risk is mitigated by placing limits on the bare land lending conducted in the MSPF. INTEREST RATE The market demand for loans secured by first mortgages may be affected by general RISK movements in interest rates throughout the finance industry in New Zealand, which can be 8 influenced by economic conditions and inflation. If interest rates decrease, returns from the MSPF (and in turn the Fund) may likewise decrease. Conversely, if interest rates increase, returns from the MSPF (and in turn the Fund) may increase. LIQUIDITY RISK There is a risk that the Fund will not have sufficient liquid assets to meet withdrawal requests, although Midlands is able to manage this risk to some extent in the way it sets investment terms for investments in the Fund. The ability of the Fund to redeem units in the MSPF is dependent on the amount of cash and cash equivalents held by the MSPF. The Fund invests in the MSPF which invests in loans secured by mortgages which, by their nature, are illiquid. If there are requests to redeem units having an aggregate redemption amount in excess of available cash and cash equivalents (and Midlands is not able to sell part of the MSPF's mortgage loan portfolio in a timely fashion), Midlands may need to suspend redemptions or require that redemptions are by instalments until cash reserves are increased. Midlands has agreed with the Trustee (in its capacity as supervisor of the MSPF) to maintain at least 5% of the MSPF value in cash and cash equivalents (term deposits of up to 90 days). This provides a buffer to help mitigate liquidity risk but a suspension of withdrawals could still occur in some circumstances. When considering withdrawals, Midlands will prioritise the Fund on the same basis as other MSPF investors – the Fund is not prioritised ahead or deferred behind other MSPF investors. If withdrawals from the MSPF were suspended it is almost certain that withdrawals from the Fund would also be suspended. Higher levels of liquid assets result in lower returns from the MSPF since interest rates on liquid assets are less than interest rates on mortgage loans. INFLATION RISK Inflation reduces the real value of all investments. However, investing long-term in a fund with a greater proportion of cash, cash equivalents, and other relatively conservative investments (such as the Fund) does expose investors to a greater risk that the value of their investments will not keep up with inflation. Other than the risks referred to under the heading "General investment risks" (and which are reflected in the risk indicator) and the other specific risks referred to above Midlands is not aware of any specific factors that exist or are likely to arise that significantly increase the risk of returns to investors. OPERATIONAL Midlands may be impacted by operational or system failures. Such failures, whether by RISK Midlands or third parties providing services on our behalf, could result in ineffective fund management, potentially impacting the Fund's or the MSPF's performance or reputation, as is a particular risk for Midlands given its comparatively small size. This risk is mitigated through internal controls and governance oversight including internal and external compliance assurance processes, audit engagements, and our supervision framework. KEY PERSON Investments made by the MSPF are reliant on the skill and experience of Midlands' RISK employees. The departure of key personnel could adversely affect Midlands' business processes or investment assessments, potentially impacting the MSPF's (and therefore the Fund's) performance, as is a particular risk for Midlands given its comparatively small size. To mitigate this risk, we maintain key standard operating procedures, minimise reliance on individual employees, and (where practical) engage services of third parties in either a primary or backup support capacity. This is not a complete summary of all known risks. In addition, other risks could arise that cannot be anticipated at the date of this Information Memorandum. 9 9. TAX § Tax can have significant consequences for investments. You should obtain your own advice on the tax consequences of investing in the Fund. § The Fund is a portfolio investment entity (PIE). The amount of tax you pay in a PIE is based on your prescribed investor rate (PIR). To determine your PIR, go to www.ird.govt.nz/roles/portfolio-investment-entities/find-my- prescribed-investor-rate. If you are unsure of your PIR, we recommend you seek professional advice or contact the Inland Revenue Department. § It is your responsibility to tell Midlands your PIR when you invest or if your PIR changes. If you do not tell Midlands, a default rate may be applied. If the rate applied to your PIE income is lower than your correct PIR, you will be required to pay any tax shortfall as part of the income tax year-end process. If the rate applied to your PIE income is higher than your PIR, any tax over-withheld will be used to reduce any income tax liability you may have for the tax year and any remaining amount will be refunded to you. § If for any reason the Fund ceases to be a PIE in the future, for New Zealand tax purposes the Fund will be taxed as if it was a company under the Income Tax Act 2007 and income distributed to investors will be in the form of fully imputed dividends with resident withholding tax (RWT) withheld at the relevant rate. 10. HOW TO INVEST § Expressions of interest can be made to Midlands (see the contact details in section 11 below). Applications will be accepted at the complete discretion of Midlands. As part of the application process, the investment amount and term of your investment, and the management fee you will pay, will be agreed with Midlands. § If your application is accepted, you will be required to complete the following documents: a) the application form, confirming the specific details of your investment and your agreement to be bound by the trust deed for the Fund (among other things); and b) a wholesale or eligible investor certificate (as applicable). § In addition, you may be required to provide Midlands with further information for tax and AML/CFT purposes. 11. FURTHER INFORMATION If you have any questions, or need further information, please contact Midlands: Midlands Funds Management Limited Address: 1/111 Karamu Road North, Hastings 4122 Website: www.investmidlands.co.nz Phone: 0800 870 326 / 06 870 326 Email: investments@mmt.net.nz 12. FREQUENTLY USED ABBREVIATIONS ABBREVIATION MEANING Fund The Midlands Income Wholesale Fund Midlands Midlands Funds Management Limited (the Fund's manager) MSPF Midlands Smarter PIE Fund PIE Portfolio Investment Entity PIR Prescribed Investor Rate Trustee Trustees Executors Limited (the Fund’s trustee) 10 APPLICATION FORM INDIVIDUAL & JOINT INVESTORS WHOLESALE INVESTORS ONLY The Midlands Income Wholesale Fund is only available to persons who are wholesale investors for the purposes of the offer in terms of clause 3(2) or 3(3)(a) of Schedule 1 of the Financial Markets Conduct Act 2013. No product disclosure statement for the purposes of that Act has been prepared and none is required for a wholesale offer. Ask questions, read all documents carefully, and seek independent financial and tax advice before committing yourself. We get it. Long forms can be a bit of a bore. But to become a Midlands customer, we need some information from you. Much of it is information we’re legally required to collect to comply with anti-money laundering and New Zealand tax laws. We’ve done our best to make the process as pain-free as possible. Please contact us is you have any questions on 0800 870 326. 1. ACCOUNT INFORMATION INVESTOR 1 (principal account holder) INVESTOR 2 (if applicable) Title: Mr Mrs Ms Miss Other Title: Mr Mrs Ms Miss Other First name(s): First name(s): Surname: Surname: Preferred Name: Preferred Name: Occupation: Occupation: Date of birth: / / Date of birth: / / Home address: Home address: Postcode: Postcode: Postal address (if different from your home address): Postal address (if different from your home address): Postcode: Postcode: Home phone: Home phone: Mobile phone: Mobile phone: Email: Email: Country of birth: Country of birth: Citizenship: Citizenship: 2. TAX INFORMATION NZ TAX RESIDENCE: NZ TAX RESIDENCE: Are you a tax resident in New Zealand? Yes: No: Are you a tax resident in New Zealand? Yes: No: IRD Number: IRD Number: Taxpayer’s Prescribed Investor Rate (PIR): Taxpayer’s Prescribed Investor Rate (PIR): 0% 10.5% 17.5% 28% 0% 10.5% 17.5% 28% Notes: -The tax payer for joint investors is the investor with the highest Prescribed Investor Rate (PIR) -To determine your Prescribed Investor Rate (PIR), visit our website, speak to your accountant or visit the IRD’s website. 11 3. FOREIGN TAX RESIDENCY INFORMATION INVESTOR 1 (Principal account holder) INVESTOR 2 (if applicable) Are you tax resident in any other country? (other than NZ) Are you tax resident in any other country? (other than NZ) Yes: No: Yes: No: If you answered ‘Yes’ to the above question, please list all countries If you answered ‘Yes’ to the above question, please list all countries below and provide the Tax Identification Number (TIN): below and provide the Tax Identification Number (TIN): Other Country of tax residence: Tax Identification Number (TIN): Other Country of tax residence: Tax Identification Number (TIN): Note: If you are a US citizen or US tax resident your TIN will typically be your Social Security Number. If you are unable to provide a TIN for any country, please explain why: 4. INVESTMENT DETAILS This section must be completed in conjunction with Midlands. Please note this information is requested solely in relation to anti-money laundering obligations and is not used to assess the suitability of your investment, or to provide financial advice. How much is your initial investment?: $ Agreed withdrawal notice period: 30 days 60 days 90 days Other Agreed Management Fee (% per annum) What is the primary purpose of your investment? Accumulation of Wealth Retirement Income Stream Other (please specify) PLEASE TELL US HOW YOU INTEND TO TRANSACT ON THIS ACCOUNT I plan to make deposits / contributions: I plan to make withdrawals: Regularly Regularly Now and then Now and then Lump sum (one off) Lump sum (one off) IF MAKING REGULAR DEPOSITS / CONTRIBUTIONS, I/WE WISH TO MAKE REGULAR SAVINGS CONTRIBUTIONS OF: Per: Week Fortnight Month Year $ 5. YOUR RETURNS What would you like us to do with your returns? QUARTERLY PAYMENTS (pay returns into my bank account each quarter) REINVEST MY RETURNS (reinvest returns back into the fund each quarter) 6. NOMINATED BANK ACCOUNT Please provide a nominated bank account in your name for payment of your returns and any withdrawals. For your protection, we will only pay into an authorised bank account in the account holders name or your solicitor’s trust account. Name of account: Account Number: Bank Branch Account Number Suffix TO VERIFY YOUR BANK ACCOUNT, PLEASE PROVIDE A BANK STATEMENT The bank statement must show the account name, account number, your address and bank logo. It must be less than 12 months old. The address can not be a PO Box. You may cover up your transaction details. 12 7. SOURCE OF FUNDS & WEALTH In order to meet our anti-money laundering obligations, we need to ask you some questions about your source of funds and/or wealth. Please note this information is not used to assess the suitability of your investment or to provide financial advice. You may need to provide documentation verifying this information; e.g. sale and purchase agreement, bank statement, payslips etc. We will advise if you need to do so. Please tell us the original source of the funds you are investing with us: Inheritance / Windfall Personal Income Accumulated Savings Property Sale Asset / Business Sale Superannuation Other, please specify: Please provide further details about the source of funds. For example, sale of property at 55 Greys Road for $835,000 on 21/06/2023: 8. YOUR ACKNOWLEDGEMENTS AND AGREEMENTS Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act) You must not knowingly do anything to put Midlands Funds Management Limited (“Midlands” or “us”) in breach of the AML/CFT Act. You agree to provide all additional information and assistance requested by us and to comply with all reasonable requests from us to facilitate our compliance with the AML/CFT Act. You represent and warrant that you are not aware and have no reason to suspect that: • the money used to fund any investment by you is derived from or related to any criminal or other illegal activities, money laundering, terrorism financing or similar activities (“Illegal Activities”); or • the proceeds of any investment will fund any Illegal Activities. You understand and agree that until Midlands has completed its processes to the standard it, in its sole discretion, determines necessary, it is not bound to accept any investments or open any account for you and it can cancel any application and/or close any account at any time. You agree that Midlands is not liable for any losses incurred as a result of any action we take or omit to take and which either delays your investment or results in an application being declined, when these actions or omissions are necessary for us to comply with our obligations under the AML/CFT Act. Privacy Act 2020 This statement relates to personal information that you are providing to us by way of this application and any subsequent personal information which you may provide in the future. The personal information you have supplied may be used by us (and our related entities) for the purposes of enabling us to arrange and manage your investment, to contact you in relation to your investment and to market other products to you. You authorise us to disclose your personal information to any third parties as needed to perform services on your behalf; to regulatory bodies or law enforcement agencies as required by law and to meet our legal or regulatory obligations. Except where precluded by law we will provide you (on request) with the name and address of any entity to which information has been disclosed. You have the right to access all personal information held about you by us. If any of the information is incorrect, you have the right to have it corrected. You acknowledge that you are authorised to provide this personal information. You agree that your name and address may be used by us to provide you with newsletters and other information about Midlands and other products and services offered by Midlands. Your personal information may also be used by, and you consent to the use of your personal information by Midlands to keep you informed about other financial opportunities, products or services by post, by email, by text message or by any other electronic means. Power of Attorney If you are signing for the investor under a power of attorney ensure you have also attached: • a certified copy of the power of attorney and completed the certificate of non-revocation; • and identification of the attorney as described above. Electronic Provision of Information You consent to receiving any communication from Midlands and anyone else involved with the fund via any electronic means, including by email to the email address specified in this application form or, or any other email address you give Midlands from time to time. These communications include those required by law and those provided in connection with the Fund. Authority Unless we hold written authority from all parties authorising a specific person(s) to act on behalf of the investor, we require all parties to sign this application form and any subsequent withdrawal/variation requests. 13 9. YOUR DECLARATION • I/We have read and retained a copy of the current Information Memorandum for the Midlands Income Wholesale Fund. • I/We agree to be bound by the trust deed for the Midlands Income Wholesale Fund. • I/We understand that the value of my/our investment is liable to fluctuate and may rise and fall from time to time. • I/We accept that it is solely my/our decision to make this investment and that I/we have chosen the appropriate investment for my/our risk tolerance and circumstances. • I/We understand that Midlands has not assessed the suitability of this investment for my/our personal financial situation, financial needs or goals. • I/we understand that neither Midlands, Trustees Executors Limited nor any other person guarantees the performance of the Midlands Income Wholesale Fund or the repayment of capital or any particular rate of return from the Midlands Income Wholesale Fund. • I/We acknowledge that I/we will be unable to make any withdrawal from the Fund until: - Midlands has received my/our signed withdrawal form and any supporting documentation required - The agreed withdrawal notice period has passed • All the information I/we have provided in this Application Form is to the best of my/our knowledge and belief, correct and complete. In addition, I/we certify that the Investor(s) are as shown on this Application Form. • I/We will advise Midlands of any changes to my/our personal details including my/our residential or email address, telephone number, legal status or capacity. • I/We undertake to notify Midlands of any change in tax residency status or a change which causes the information to become incorrect or incomplete. • I/We agree to the terms outlined above and elsewhere in this Application Form. Signature: Signature: Full Name: Full Name: Date: Date: 10. SIGNING AUTHORITY Please indicate below the number of Authorised Signatories you require to withdraw or make variations to your investment: SINGLE AUTHORISATION Tick if any one investor can provide instructions to withdraw or make variations to your investment JOINT AUTHORISATION Tick if you require BOTH investors to sign in order to make withdrawals or variations to your investment. If this option is selected Midlands will not action any requests without all required signatures. 11. HOW WOULD YOU LIKE TO BE IDENTIFIED? To comply with anti-money laundering laws, we need to verify your identity and your physical address. There are 3 ways we can complete this. Please select option 1, 2 or 3. OPTION 1: DIGITAL IDENTITY VERIFICATION (PREFERRED METHOD)* I would like Midlands to electronically verify my identity. This method is completed on your mobile phone and takes less than 5 minutes. We send you a text with a link to complete the verification. All you need is your NZ or Australian passport or driver licence. OPTION 2: ORIGINAL DOCUMENTS (PASSPORT OR DRIVER LICENCE AND BANK STATEMENT) I will bring my original identification documents (not photocopies) into Midlands. OPTION 3: CERTIFIED DOCUMENTS (PASSPORT OR DRIVER LICENCE AND BANK STATEMENT) I will post or email ‘certified copies’ of my identity to Midlands. For guidance on how to certify documents, visit our website. *For details on how Midlands collects and protects your biometric information as well as your rights to access and correct this information please see Midlands' privacy policy, which is available on our website. 12. HOW TO SUBMIT THIS APPLICATION FORM This completed application form together with certified proof of identity and a completed wholesale or eligible investor certificate may be: SCANNED & EMAILED TO US AT: investments@midlands.net.nz POSTED TO US AT: Midlands Funds Management, 1/111 Karamu Road North, Hastings, Hawkes Bay 4122 DROPPED OFF TO US AT: Midlands Funds Management, 1/111 Karamu Road North, Hastings, Hawkes Bay 4122 Once we have processed your application we will email you a Welcome Letter which contains details of your new account and how to transfer funds into your account. 14 15 MIDLANDS INCOME WHOLESALE FUND WHOLESALE INVESTOR CERTIFICATE ABOUT THIS FORM The Midlands Income Wholesale Fund is only available to persons who are “wholesale investors” for the purposes of the offer in terms of clause 3(2) or 3(3)(a) of Schedule 1 of the Financial Markets Conduct Act 2013. To confirm your eligibility, and for us to meet our legal obligations, we will need you to complete EITHER this ‘Wholesale Investor Certificate’ form OR the ‘Eligible Investor Certificate’ below. Where possible, the ‘Wholesale Investor Certificate’ is preferred. If you have any questions, we’re here to help. Please contact us on 0800 870 326 or investments@midlands.net.nz. MIDLANDS INCOME WHOLESALE FUND Clause 44, Schedule 1 of the Financial Markets Conduct Act 2013 (Act) WARNING New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. If you are a wholesale investor, the usual rules do not apply to offers of financial products made to you. As a result, you may not receive a complete and balanced set of information. You will also have fewer other legal protections for these investments. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself. OFFENCE It is an offence to give a certificate knowing that it is false or misleading in a material particular. The offence has a penalty of a fine not exceeding $50,000. CERTIFICATION NAME OF INVESTOR: The Investor certifies that: 1. it is a "wholesale investor" within the meaning of clause 3(2) of Schedule 1 of the Act; and 2. it understands the consequences of certifying itself to be a "wholesale investor" within the meaning of clause 3(2) of Schedule 1 of the Act. The grounds on which the Investor claims to be a "wholesale investor" are as follows: [Place a tick in all appropriate boxes.] INVESTMENT BUSINESS (CLAUSE 3(2), PARAGRAPH (A) OF SCHEDULE 1 OF THE ACT) The Investor is in an investment business in terms of clause 37 because: its principal business consists of 1 or more of the following: investing in financial products; acting as an underwriter; providing a financial advice service (as defined in the Act); providing a client money or property service (as defined in the Act); trading in financial products on behalf of other persons; it is a registered bank (as defined in section 2(1) of the Banking (Prudential Supervision) Act 1989; it is an NBDT (as defined in section 5 of the Non-bank Deposit Takers Act 2013); it is a licensed insurer (within the meaning of section 6(1) of the Insurance (Prudential Supervision) Act 2010); it is a manager of a registered scheme (as defined in the Act), or a discretionary investment management service (as defined in the Act), that holds a market services licence under Part 6 of the Act; it is a derivatives issuer (as defined in the Act) that holds a market services licence under Part 6 of the Act; it is a financial adviser (as defined in the Act). 16 INVESTMENT ACTIVITY CRITERIA (CLAUSE 3(2), PARAGRAPH (B) OF SCHEDULE 1 OF THE ACT) The Investor meets the investor criteria specified in clause 38 because at least 1 of the following applies to the Investor: the Investor owns, or at any time during the 2-year period before the relevant time has owned, a portfolio of specified financial products of a value of at least $1 million (in aggregate); the Investor has, during the 2-year period before the relevant time, carried out 1 or more transactions to acquire specified financial products where the amount payable under those transactions (in aggregate) is at least $1 million and the other parties to the transactions are not associated persons of the Investor; the Investor is an individual who has, within the last 10 years before the relevant time, been employed or engaged in an investment business and has, for at least 2 years during that 10-year period, participated to a material extent in the investment decisions made by the investment business LARGE (CLAUSE 3(2), PARAGRAPH (C) OF SCHEDULE 1 OF THE ACT) The Investor is large in terms of clause 39 because at least 1 of the following applies to the Investor: as at the last day of each of the 2 most recently completed financial years of the Investor before the time at which this certificate is given, the net assets of the Investor and the entities controlled by the Investor exceeded $5 million; in each of the 2 most recently completed financial years of the Investor before the time at which this certificate is given, the total consolidated turnover of the Investor and the entities controlled by the Investor exceeded $5 million. GOVERNMENT AGENCY (CLAUSE 3(2), PARAGRAPH (D) OF SCHEDULE 1 OF THE ACT) The Investor is a government agency because they are: a public service agency (as defined in section 5 of the Public Service Act 2020); a Crown entity (as defined in section 7 of the Crown Entitles Act 2004); a local authority (as defined in section 5(1) of the Local Government Act 2002); a State enterprise (as defined in section 2 of the State-Owned Enterprise Act 1986); the Reserve Bank of New Zealand; the Board of Trustees of the National Provident Fund (continued under the National Provident Fund Restructuring Act 1990) and a company appointed under clause 3(1)(b) of schedule 4 of that Act. SIGNED BY THE INVESTOR Signature of Investor: Full Name of Investor: Date: 17 MIDLANDS INCOME WHOLESALE FUND ELIGIBLE INVESTOR CERTIFICATE ABOUT THIS FORM The Midlands Income Wholesale Fund is only available to persons who are “wholesale investors” for the purposes of the offer in terms of clause 3(2) or 3(3)(a) of Schedule 1 of the Financial Markets Conduct Act 2013. To confirm your eligibility, and for us to meet our legal obligations, we will need you to complete EITHER the ‘Wholesale Investor Certificate’ form OR the ‘Eligible Investor Certificate’. Where possible, the ‘Wholesale Investor Certificate’ is preferred. If you have any questions, we’re here to help. Please contact us on 0800 870 326 or investments@midlands.net.nz. MIDLANDS INCOME WHOLESALE FUND Clause 41, Schedule 1 of the Financial Markets Conduct Act 2013 (Act) WARNING New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. If you give this certificate, the usual rules do not apply to offers of financial products made to you. As a result, you may not receive a complete and balanced set of information. You will also have fewer other legal protections for these investments. Make sure you understand these consequences. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself OFFENCE It is an offence to give a certificate knowing that it is false or misleading in a material particular. The offence has a penalty of a fine not exceeding $50,000. CERTIFICATION NAME OF INVESTOR: This certificate relates to an offer of units in the Midlands Income Wholesale Fund. The Investor certifies that: 1. it has previous experience in acquiring or disposing of financial products that allows the Investor to assess: a) the merits of the offer (including assessing the value and the risks of the financial products involved); b) the Investor’s own information needs in relation to the offer; and c) the adequacy of the information provided by any person involved in the offer; and 2. it understands the consequences of certifying itself to be an "eligible investor" in terms of the Act. The grounds for the above certifications are as follows: [Place a tick in all appropriate boxes and add any further grounds that apply to you.] The Investor has experience in investing in managed investment schemes and other financial products and understands the risk with investing in different types of financial products. The Investor currently holds a diverse portfolio of investments. The Investor regularly reviews its own investment portfolio, with the benefit of advice from relevant professionals where appropriate, and makes its own investment decisions in relation to its portfolio. In the course of the Investor’s investment activities, the Investor is exposed to a wide range of investment analysis and commentary and this has helped build up the Investor’s knowledge and skills in assessing the value and risks of investing in financial products. Other relevant experience of acquiring or disposing of financial products. Specify details below: SIGNED BY THE INVESTOR Signature of Investor: Full Name: Date: 18 MIDLANDS INCOME WHOLESALE FUND CONFIRMATION OF ELIGIBLE INVESTOR CERTIFICATE MIDLANDS INCOME WHOLESALE FUND Clause 43, Schedule 1 of the Financial Markets Conduct Act 2013 (Act) CONFIRMATION NAME OF ELIGIBLE INVESTOR: 1. I confirm that: (a) I am: (i) a financial adviser as defined in section 6 the Act; or (ii) a qualified statutory accountant as defined in section 5(1) of the Financial Reporting Act 2013; or (iii) a lawyer as defined in section 6 of the Lawyers and Conveyancers Act 2006. (b) I am not an associated person (as defined in the Financial Markets Conduct Act 2013) of Midlands Funds Management Limited or any of its related bodies corporate (Relevant Persons). (c) If I am a financial adviser or qualified statutory accountant, I have not, within the 2 years immediately before the date of this confirmation, provided professional services to any Relevant Person. 2. Having considered the Eligible Investor’s grounds for certification in the attached certificate: (a) I am satisfied that the Eligible Investor has been sufficiently advised of the consequences of the certification; and (b) I have no reason to believe that the certification is incorrect or that further information or investigation is required as to whether or not the certification is correct. SIGNED BY A FINANCIAL ADVISER / QUALIFIED STATUTORY ACCOUNTANT/ LAWYER Signature: Full Name of Investor: Date: 19 NOTES: 20 APPLICATION FORM COMPANIES, TRUSTS, INCORPORATED SOCIETIES PARTNERSHIPS & ESTATES WHOLESALE INVESTORS ONLY The Midlands Income Wholesale Fund is only available to persons who are wholesale investors for the purposes of the offer in terms of clause 3(2) or 3(3)(a) of Schedule 1 of the Financial Markets Conduct Act 2013. No product disclosure statement for the purposes of that Act has been prepared and none is required for a wholesale offer. Ask questions, read all documents carefully, and seek independent financial and tax advice before committing yourself. We get it. Long forms can be a bit of a bore. But to become a Midlands customer, we need some information from you. Much of it is information we’re legally required to collect to comply with anti-money laundering and New Zealand tax laws. We’ve done our best to make the process as pain-free as possible. Please contact us is you have any questions on 0800 870 326. 1. INVESTMENT ENTITY INFORMATION Company, Trust, Incorporated Society, Partnership or Estate Name: If investment entity is a Trust, please advise Trust type: Discretionary Trust Charitable Trust Non-Discretionary Trust Company or Incorporated Society registration number: Registered address: Post Code: Postal address (if different from registered address): Post Code: Contact Phone: Mobile Phone: Entity Email: 2. TAX INFORMATION OF INVESTMENT ENTITY (NOT individual) NZ TAX RESIDENCE: Is the entity tax resident in New Zealand? Yes: No: Entity IRD Number: Is the Entity tax resident in any other country (other than NZ)? Yes: No: If you answered ‘Yes’ to the above question, please list all countries the entity is a tax resident in (other than New Zealand) and provide the Tax Identification Number (TIN) for each country: Other country of tax residence: Tax Identification Number (TIN): If you are unable to provide a TIN for any country, please explain why: Investment Entity’s Prescribed Investor Rate (PIR): 0% 10.5% 17.5% 28% To determine your PIR, visit our website, speak to your accountant or visit the IRD’s website. 21 3. INVESTMENT DETAILS This section must be completed in conjunction with Midlands. Please note this information is requested solely in relation to anti-money laundering obligations and is not used to assess the suitability of your investment, or to provide financial advice. How much is your initial investment? $ Agreed withdrawal notice period: 30 days 60 days 90 days Other Agreed Management Fee (% per annum) What is the primary purpose of your investment? Accumulation of Wealth Retirement Income Stream Other (please specify) PLEASE TELL US HOW YOU INTEND TO TRANSACT ON THIS ACCOUNT I plan to make deposits / contributions: I plan to make withdrawals: Regularly Regularly Now and then Now and then Lump sum (one off) Lump sum (one off) IF MAKING REGULAR DEPOSITS / CONTRIBUTIONS, I/WE WISH TO MAKE REGULAR SAVINGS CONTRIBUTIONS OF: $ Per: Week Fortnight Month Year 4. YOUR RETURNS What would you like us to do with your returns? QUARTERLY PAYMENTS (pay returns into my bank account each quarter) REINVEST MY RETURNS (reinvest returns back into the fund each quarter) 5. SOURCE OF FUNDS & WEALTH In order to meet anti money laundering laws, we need to ask you some questions about your source of funds and/or wealth. Please note this information is not used to assess the suitability of your investment or to provide financial advice. You may need to provide documentation verifying this information; e.g. sale and purchase agreement, bank statements, payslips, etc. We will advise if you need to do so. Please tell us the original source of the funds you are investing with us: Inheritance / Windfall Personal Income Accumulated Savings Property Sale Asset / Business Sale Superannuation Other, please specify: Please provide further details about the source of funds. For example, sale of property at 55 Greys Road for $835,000 on 21/06/2023: 6. IDENTIFYING RELEVANT PERSONS To comply with anti-money laundering laws, we need to verify the identity of any ‘Relevant Persons’ associated with the investment entity. Each of the people described below are a Relevant Person. Please complete Section 7 for all Relevant Persons and refer to Section 17 for options of how we can identify each Relevant Person. Entity Type Relevant Person Companies • Any person owning more than 25% of the shares is a Relevant Person; AND • Any person who is authorised to act on behalf of the company (directly or indirectly) is a Relevant Person (usually the directors, nominee shareholders or directors, the CEO or persons acting under Power of Attorney); AND • Any of the above for a Parent Company is a Relevant Person. Partnerships All partners and anyone authorised to act on behalf of the partnership is a Relevant Person. Trusts Any person acting on behalf of the trust (usually the trustees, settlor, appointer and any protector) and any settled beneficiaries are Relevant Persons. Incorporated Societies All Directors, Governing Officers and Authorised Signatories are Relevant Persons. Estates All Executors and Administrators of Probate are Relevant Persons. 22 7. RELEVANT PERSONS If you have more than four Relevant Persons, please attach additional copies of this page to describe all Relevant Persons. RELEVANT PERSON 1 RELEVANT PERSON 2 Role/Relationship to Entity*: Role/Relationship to Entity*: Title: Mr Mrs Ms Miss Other Title: Mr Mrs Ms Miss Other First name(s): First name(s): Surname: Surname: Occupation: Occupation: Date of birth: / / Date of birth: / / Home address: Home address: Postcode: Postal address: Postal address: Postcode: Home phone: Home phone: Mobile phone: Mobile phone: Email: Email: Country of birth: Country of birth: Citizenship: Citizenship: IRD Number: IRD Number: I consent to digital identity verification? Yes No I consent to digital identity verification? Yes No RELEVANT PERSON 3 RELEVANT PERSON 4 Role/Relationship to Entity*: Role/Relationship to Entity*: Title: Mr Mrs Ms Miss Other Title: Mr Mrs Ms Miss Other First name(s): First name(s): Surname: Surname: Occupation: Occupation: Date of birth: / / Date of birth: / / Home address: Home address: Postcode: Postal address: Postal address: Postcode: Home phone: Home phone: Mobile phone: Mobile phone: Email: Email: Country of birth: Country of birth: Citizenship: Citizenship: IRD Number: IRD Number: I consent to digital identity verification? Yes No I consent to digital identity verification? Yes No *For example, Director, Shareholder, Nominee Director, Partner, Trustee, President, Treasurer, Authorised Signatory etc 23 8. COMPANIES ONLY Please provide a copy of the Constitution and any Shareholders Agreement Does this company have more than one class of shares? Yes No Does the company have any nominee directors or shareholders? Yes No (A nominee is someone who is required to carry out, or accustomed to carrying out, their role in accordance with the directions or instructions of another person). If YES, please provide the following details AND as a Relevant Person, complete Section 7 Name of Nominee Role (eg Director or shareholder?) Full name of the person the nominee represents (Where the investor has nominee directors and/or shareholders, the Manager may request additional information to ensure compliance with the Anti- Money Laundering and Countering Financing of Terrorism Act 2009.) 9. PARTNERSHIPS ONLY Is this a Limited Partnership? Yes No Please provide a certified copy of partnership agreement and any amendments 10. TRUSTS ONLY Please provide a copy of the Trust Deed including any amendments and trustee appointment documents. If the trust is a charitable trust, specify the object or purpose of the trust: If the trust is a discretionary trust, specify the class/type of beneficiaries of the trust*: If the trust is a non-discretionary (i.e. fixed) trust, does the trust have more than 10 beneficiaries? YES: Please describe the class/type of beneficiaries* of the trust NO: Please provide the full name and date of birth for each of the beneficiaries: Name of beneficiary Type* Date of Birth *For example, ‘all current and future grandchildren’, ‘all children’, ‘all members of a particular charity’ 11. INCORPORATED SOCIETIES & CHARITIES ONLY Please provide documentation listing all current Directors and Governing Officers with Titles stated (for example, minutes) Please provide a copy of the Constitution or Trust Deed (if applicable) Please describe the ownership structure. Are there any other entities involved, beneficial owners, shareholders to the entity? 12. ESTATES ONLY Please provide a copy of the death certificate, last will and grant of probate or letters of administration 13. YOUR ACKNOWLEDGEMENTS AND AGREEMENTS 24 Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act) You must not knowingly do anything to put Midlands Funds Management Limited (“Midlands” or “us”) in breach of the AML/CFT Act. You agree to provide all additional information and assistance requested by us and to comply with all reasonable requests from us to facilitate our compliance with the AML/CFT Act. You represent and warrant that you are not aware and have no reason to suspect that: • the money used to fund any investment by you is derived from or related to any criminal or other illegal activities, money laundering, terrorism financing or similar activities (Illegal Activities); or • the proceeds of any investment will fund any Illegal Activities. You understand and agree that until Midlands has completed its processes to the standard it, in its sole discretion, determines necessary, it is not bound to accept any investments or open any account for you and it can cancel any application and/or close any account at any time. You agree that Midlands is not liable for any losses incurred as a result of any action we take or omit to take and which either delays your investment or results in an application being declined, when these actions or omissions are necessary for us to comply with our obligations under the AML/CFT Act. Privacy Act 2020 This statement relates to personal information that you are providing to us by way of this application and any subsequent personal information which you may provide in the future. The personal information you have supplied may be used by us (and our related entities) for the purposes of enabling us to arrange and manage your investment, to contact you in relation to your investment and to market other products to you. You authorise us to disclose your personal information to any third parties as needed to perform services on your behalf; to regulatory bodies or law enforcement agencies as required by law and to meet our legal or regulatory obligations. Except where precluded by law we will provide you (on request) with the name and address of any entity to which information has been disclosed. You have the right to access all personal information held about you by us. If any of the information is incorrect, you have the right to have it corrected. You acknowledge that you are authorised to provide this personal information. You agree that your name and address may be used by us to provide you with newsletters and other information about Midlands and other products and services offered by Midlands. Your personal information may also be used by, and you consent to the use of your personal information by Midlands to keep you informed about other financial opportunities, products or services by post, by email, by text message or by any other electronic means. Power of Attorney If you are signing for the investor under a power of attorney ensure you have also attached: § a certified copy of the power of attorney and completed the certificate of non-revocation; and § identification of the attorney as described above. Electronic Provision of Information You consent to receiving any communication from Midlands and anyone else involved with the fund via any electronic means, including by email to the email address specified in this application form or, or any other email address you give Midlands from time to time. These communications include those required by law and those provided in connection with the Fund. Authority Unless we hold written authority from all parties authorising a specific person(s) to act on behalf of the investor, we require all parties to sign this application form and any subsequent withdrawal/variation requests. 14. YOUR DECLARATION • I/We have read and retained a copy of the current Information Memorandum for the Midlands Income Wholesale Fund. • I/we agree to be bound by the trust deed for the Midlands Income Wholesale Fund. • I/we understand that Midlands has not assessed the suitability of this investment for my/our financial situation, financial needs or goals. • I/we accept that it is solely my/our decision to make this investment and that I/we have chosen the appropriate investment for my/our risk tolerance and circumstances. • I/we understand that neither Midlands, Trustees Executors Limited nor any other person guarantees the performance of the Midlands Income Wholesale Fund or the repayment of capital or any particular rate of return from the Midlands Income Wholesale Fund. Further, I/We understand that the value of my/our investment is liable to fluctuate and may rise and fall from time to time. • I/we acknowledge that I/we will be unable to make any withdrawal from the Fund until Midlands has received my/our signed withdrawal form and any supporting documentation required, and the agreed withdrawal notice period has passed. • I/we undertake to notify Midlands of any change in tax residency status or any other relevant tax status changes. • I/we agree to the terms outlined above and elsewhere in this application form. • In addition, by signing this application form, companies, trusts and partnerships certify that: • the trust/partnership/company has been duly established and is validly existing under the laws of New Zealand; • the trust/partnership/company has not been terminated or liquidated and no event requiring the vesting of the trust’s/partnership’s/company’s assets has occurred; • all Relevant Persons are as shown on this application form and I/we will advise Midlands of any changes to the Relevant Persons; and • this proposed investment will not cause any limitation on the powers of the trustees/partners/directors to be exceeded. • All the information I/we have provided in this application form is to the best of my/our knowledge and belief, correct and complete and I/we will advise Midlands of any changes to the investment entity’s details including the registered, postal or email address, telephone number, legal status or capacity. 25 Signature: Signature: Full Name: Full Name: Date: Date: Signature: Signature: Full Name: Full Name: Date: Date: 16. SIGNING AUTHORITY Please indicate below the number of Authorised Signatories you require to withdraw or make variations to your investment: SINGLE AUTHORISATION Tick if any one relevant person can provide instructions to withdraw or make variations to your investment JOINT AUTHORISATION Tick if you require ALL relevant persons to sign in order to make withdrawals or variations to your investment. If this option is selected Midlands will not action any requests without all required signatures. OTHER (PLEASE SPECIFY): 15. NOMINATED BANK ACCOUNT Please provide a nominated bank account in the name of the entity for payment of your returns and any withdrawals. For your protection, we will only pay into an authorised bank account in the account holders name or your solicitor’s trust account. Name of account: Account Number: Bank Branch Account Number Suffix TO VERIFY YOUR BANK ACCOUNT, PLEASE PROVIDE A BANK STATEMENT The bank statement must show the account name, number, your address and bank logo. It must be less than 12 months old. The address can not be a PO Box. 17. HOW WOULD YOU LIKE TO BE IDENTIFIED? To comply with anti-money laundering laws, we need to verify the identity and physical address of each “Relevant Person”. There are 3 ways we can complete this. Please select option 1, 2 or 3. OPTION 1: DIGITAL IDENTITY VERIFICATION (PREFERRED METHOD)* I would like Midlands to electronically verify my identity. This method is completed on your mobile phone and takes less than 5 minutes. We will send you a text with a link to complete the verification. All you need is your passport or driver licence. OPTION 2: ORIGINAL DOCUMENTS (PASSPORT OR DRIVER LICENCE AND BANK STATEMENT) I will bring my original identification documents (not photocopies) into Midlands’ office. OPTION 3: CERTIFIED DOCUMENTS (PASSPORT OR DRIVER LICENCE AND BANK STATEMENT) I will post or email ‘certified copies’ of my identity to Midlands. For guidance on how to certify documents, visit our website. *For details on how Midlands collects and protects your biometric information as well as your rights to access and correct this information please see Midlands' privacy policy, which is available on our website. 18. HOW TO SUBMIT THIS APPLICATION FORM This completed application form together with certified proof of identity and a completed wholesale or eligible investor certificate may be: SCANNED & EMAILED TO US AT: investments@midlands.net.nz POSTED TO US AT: Midlands Funds Management, 1/111 Karamu Road North, Hastings, Hawkes Bay 4122 DROPPED OFF TO US AT: Midlands Funds Management, 1/111 Karamu Road North, Hastings, Hawkes Bay 4122 Once we have processed your application we will email you a Welcome Letter which contains details of your new account and how to transfer funds into your account. 26 27 MIDLANDS INCOME WHOLESALE FUND WHOLESALE INVESTOR CERTIFICATE ABOUT THIS FORM The Midlands Income Wholesale Fund is only available to persons who are “wholesale investors” for the purposes of the offer in terms of clause 3(2) or 3(3)(a) of Schedule 1 of the Financial Markets Conduct Act 2013. To confirm your eligibility, and for us to meet our legal obligations, we will need you to complete EITHER this ‘Wholesale Investor Certificate’ form OR the ‘Eligible Investor Certificate’ below. Where possible, the ‘Wholesale Investor Certificate’ is preferred. If you have any questions, we’re here to help. Please contact us on 0800 870 326 or investments@midlands.net.nz. MIDLANDS INCOME WHOLESALE FUND Clause 44, Schedule 1 of the Financial Markets Conduct Act 2013 (Act) WARNING New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. If you are a wholesale investor, the usual rules do not apply to offers of financial products made to you. As a result, you may not receive a complete and balanced set of information. You will also have fewer other legal protections for these investments. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself. OFFENCE It is an offence to give a certificate knowing that it is false or misleading in a material particular. The offence has a penalty of a fine not exceeding $50,000. CERTIFICATION NAME OF INVESTOR: The Investor certifies that: 3. it is a "wholesale investor" within the meaning of clause 3(2) of Schedule 1 of the Act; and 4. it understands the consequences of certifying itself to be a "wholesale investor" within the meaning of clause 3(2) of Schedule 1 of the Act. The grounds on which the Investor claims to be a "wholesale investor" are as follows: [Place a tick in all appropriate boxes.] INVESTMENT BUSINESS (CLAUSE 3(2), PARAGRAPH (A) OF SCHEDULE 1 OF THE ACT) The Investor is in an investment business in terms of clause 37 because: its principal business consists of 1 or more of the following: investing in financial products; acting as an underwriter; providing a financial advice service (as defined in the Act); providing a client money or property service (as defined in the Act); trading in financial products on behalf of other persons; it is a registered bank (as defined in section 2(1) of the Banking (Prudential Supervision) Act 1989; it is an NBDT (as defined in section 5 of the Non-bank Deposit Takers Act 2013); it is a licensed insurer (within the meaning of section 6(1) of the Insurance (Prudential Supervision) Act 2010; it is a manager of a registered scheme (as defined in the Act), or a discretionary investment management service (as defined in the Act), that holds a market services licence under Part 6 of the Act; it is a derivatives issuer (as defined in the Act) that holds a market services licence under Part 6 of the Act; it is a financial adviser (as defined in the Act). 28 INVESTMENT ACTIVITY CRITERIA (CLAUSE 3(2), PARAGRAPH (B) OF SCHEDULE 1 OF THE ACT) The Investor meets the investor criteria specified in clause 38 because at least 1 of the following applies to the Investor: the Investor owns, or at any time during the 2-year period before the relevant time has owned, a portfolio of specified financial products of a value of at least $1 million (in aggregate); the Investor has, during the 2-year period before the relevant time, carried out 1 or more transactions to acquire specified financial products where the amount payable under those transactions (in aggregate) is at least $1 million and the other parties to the transactions are not associated persons of the Investor; the Investor is an individual who has, within the last 10 years before the relevant time, been employed or engaged in an investment business and has, for at least 2 years during that 10-year period, participated to a material extent in the investment decisions made by the investment business LARGE (CLAUSE 3(2), PARAGRAPH (C) OF SCHEDULE 1 OF THE ACT) The Investor is large in terms of clause 39 because at least 1 of the following applies to the Investor: as at the last day of each of the 2 most recently completed financial years of the Investor before the time at which this certificate is given, the net assets of the Investor and the entities controlled by the Investor exceeded $5 million; in each of the 2 most recently completed financial years of the Investor before the time at which this certificate is given, the total consolidated turnover of the Investor and the entities controlled by the Investor exceeded $5 million. GOVERNMENT AGENCY (CLAUSE 3(2), PARAGRAPH (D) OF SCHEDULE 1 OF THE ACT) The Investor is a government agency because they are: a public service agency (as defined in section 5 of the Public Service Act 2020); a Crown entity (as defined in section 7 of the Crown Entitles Act 2004); a local authority (as defined in section 5(1) of the Local Government Act 2002); a State enterprise (as defined in section 2 of the State-Owned Enterprise Act 1986); the Reserve Bank of New Zealand; the Board of Trustees of the National Provident Fund (continued under the National Provident Fund Restructuring Act 1990) and a company appointed under clause 3(1)(b) of schedule 4 of that Act. SIGNED BY THE INVESTOR Signature of Investor: Full Name of Investor: Date: 29 MIDLANDS INCOME WHOLESALE FUND ELIGIBLE INVESTOR CERTIFICATE ABOUT THIS FORM The Midlands Income Wholesale Fund is only available to persons who are “wholesale investors” for the purposes of the offer in terms of clause 3(2) or 3(3)(a) of Schedule 1 of the Financial Markets Conduct Act 2013. To confirm your eligibility, and for us to meet our legal obligations, we will need you to complete EITHER the ‘Wholesale Investor Certificate’ form OR the ‘Eligible Investor Certificate’. Where possible, the ‘Wholesale Investor Certificate’ is preferred. If you have any questions, we’re here to help. Please contact us on 0800 870 326 or investments@midlands.net.nz. MIDLANDS INCOME WHOLESALE FUND Clause 41, Schedule 1 of the Financial Markets Conduct Act 2013 (Act) WARNING New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. If you give this certificate, the usual rules do not apply to offers of financial products made to you. As a result, you may not receive a complete and balanced set of information. You will also have fewer other legal protections for these investments. Make sure you understand these consequences. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself OFFENCE It is an offence to give a certificate knowing that it is false or misleading in a material particular. The offence has a penalty of a fine not exceeding $50,000. CERTIFICATION NAME OF INVESTOR: This certificate relates to an offer of units in the Midlands Income Wholesale Fund. The Investor certifies that: 3. it has previous experience in acquiring or disposing of financial products that allows the Investor to assess: d) the merits of the offer (including assessing the value and the risks of the financial products involved); e) the Investor’s own information needs in relation to the offer; and f) the adequacy of the information provided by any person involved in the offer; and 4. it understands the consequences of certifying itself to be an "eligible investor" in terms of the Act. The grounds for the above certifications are as follows: [Place a tick in all appropriate boxes and add any further grounds that apply to you.] The Investor has experience in investing in managed investment schemes and other financial products and understands the risk with investing in different types of financial products. The Investor currently holds a diverse portfolio of investments. The Investor regularly reviews its own investment portfolio, with the benefit of advice from relevant professionals where appropriate, and makes its own investment decisions in relation to its portfolio. In the course of the Investor’s investment activities, the Investor is exposed to a wide range of investment analysis and commentary and this has helped build up the Investor’s knowledge and skills in assessing the value and risks of investing in financial products. Other relevant experience of acquiring or disposing of financial products. Specify details below: SIGNED BY THE INVESTOR Signature of Investor: Full Name: Date: 30 MIDLANDS INCOME WHOLESALE FUND CONFIRMATION OF ELIGIBLE INVESTOR CERTIFICATE MIDLANDS INCOME WHOLESALE FUND Clause 43, Schedule 1 of the Financial Markets Conduct Act 2013 (Act) CONFIRMATION NAME OF ELIGIBLE INVESTOR: 1. I confirm that: (a) I am: (i) a financial adviser as defined in section 6 the Act; or (ii) a qualified statutory accountant as defined in section 5(1) of the Financial Reporting Act 2013; or (iii) a lawyer as defined in section 6 of the Lawyers and Conveyancers Act 2006. (b) I am not an associated person (as defined in the Financial Markets Conduct Act 2013) of Midlands Funds Management Limited or any of its related bodies corporate (Relevant Persons). (c) If I am a financial adviser or qualified statutory accountant, I have not, within the 2 years immediately before the date of this confirmation, provided professional services to any Relevant Person. 2. Having considered the Eligible Investor’s grounds for certification in the attached certificate: (a) I am satisfied that the Eligible Investor has been sufficiently advised of the consequences of the certification; and (b) I have no reason to believe that the certification is incorrect or that further information or investigation is required as to whether or not the certification is correct. SIGNED BY A FINANCIAL ADVISER / QUALIFIED STATUTORY ACCOUNTANT/ LAWYER Signature: Full Name of Investor: Date: 31 NOTES: 32 --- ## SIPO **Source PDF:** https://investmidlands.co.nz/wp-content/uploads/2024/07/MIWF_SIPO-Novemeber-2025-Final.pdf **Published:** 2025-11-01 **Pages:** 7 **Extracted via:** pdftotext on 2026-05-19 Midlands Income Wholesale Fund S tatement of Policy and Objectives. Dated 3 November 2025 1 MIDLANDS FUNDS MANAGEMENT LIMITED Statement of Investment Policy and Objectives (“SIPO”) for the Midlands Income Wholesale Fund (the “Fund”) EFFECTIVE DATE: 3 NOVEMBER 2025 The most current version of the SIPO is available from Midlands Funds Management Limited (“Manager”). DESCRIPTION OF THE FUND The Fund is a wholesale managed investment scheme. The Fund is not registered under the Financial Markets Conduct Act 2013. The Fund was established on 21 July 2021, pursuant to a trust deed between Trustees Executors Limited (“Trustee”) and the Manager dated 21 July 2021 (“Trust Deed”). Roles and Responsibilities The Manager is, among other things, responsible for managing the Fund’s investments and under the Trust Deed must ensure that the Fund has a statement of investment policy and objectives. The purpose of the statement of investment policy and objectives is to provide details of: ▪ the nature or type of investments that may be made, and any limits on those; ▪ any limits on the proportion of each type of asset invested in; and ▪ the methodology used for developing and amending the investment strategy and for measuring performance against the investment objectives of the Fund. The Trustee is, among other things, responsible for holding the Fund’s assets and for supervising the performance by the Manager of its functions and obligations. The Fund invests solely in units in a group investment fund called the Midlands Smarter PIE Fund ("MSPF") (with the exception of a small amount of cash (typically less than $5,000) held by the Fund for transactional purposes, and cash as required for the periodic payment of PIE tax). The Manager is also the manager of the MSPF. The MSPF invests in loans secured by first mortgages over land and buildings in New Zealand, within defined lending ratios. The MSPF also invests in cash and cash equivalents with registered banks. The Manager generally has the discretion as to which authorised investments are acquired, held or disposed of in and for the MSPF. The relationship between the Fund and the MSPF means that an understanding of the MSPF's investment policy and objectives is necessary to provide a complete picture of an investment in the Fund. The remainder of this SIPO provides relevant information for both the Fund and the MSPF. The information below about the MSPF is current as at the date of this SIPO and is subject to change. The most current version of the MSPF's SIPO is available on the Disclose register at www.disclose-register.companiesoffice.govt.nz, and on the Manager's website at www.investmidlands.co.nz. More information about the MSPF can be found in its product disclosure statement, which is available from the Manager. MIDLANDS INCOME WHOLESALE FUND MIDLANDS SMARTER PIE FUND (MSPF) INVESTMENT OBJECTIVES Investment Objective The investment objective is to provide The investment objective is to provide investors with an income return investors with an income return pre-tax pre-tax (but after fees and expenses) at a level which exceeds the (but after fees and expenses) at a level average 3 month term deposit rate advertised by all relevant New which exceeds the average 3 month term Zealand registered banks. deposit rate advertised by all relevant New Zealand registered banks. Investment Policy The investment policy is to invest the The policy of the Manager in relation to mortgage lending is to establish Fund solely in units in the MSPF (with the and maintain a broad range of mortgage investments with a mix of exception of a small amount of cash mortgage types, interest rates, maturity dates and physical locations of (typically less than $5,000) which may be the mortgaged properties. Cash and cash equivalents may be held with held by the Fund for transactional any registered bank (as defined under the Banking (Prudential purposes, and cash as required Supervision) Act 1989). The policy of the Manager in relation to investing periodically for the payment of PIE tax). in cash and cash equivalents is to have a minimum of 5% of the MSPF's The Fund invests in the MSPF on the same Fund Value (as defined in the MSPF trust deed) held in cash and cash equivalents, as determined in accordance with GAAP (target range is Midlands Income Wholesale Fund S tatement of Policy and Objectives. Dated 3 November 2025 2 basis as any other investor in the MSPF. 5% - 25%), for the purpose of managing liquidity and pending investment in loans, and to have a variety of short term deposits up to 90 days to provide a balance between greater liquidity and higher interest returns. MIDLANDS INCOME WHOLESALE FUND MIDLANDS SMARTER PIE FUND (MSPF) INVESTMENT PHILOSOPHY The Manager’s investment style and philosophy should be regarded as active. The Manager’s investment strategy is to balance the competing objectives of optimising returns versus operating within acceptable risk and liquidity parameters (as outlined elsewhere in this SIPO). The Manager’s belief when executing the strategy is that a conservative approach is preferred. However, it should be noted that for the Fund this investment philosophy is achieved via a passive investment in the MSPF, which is actively managed. INVESTMENT STRATEGY Authorised Investments Under the Trust Deed, the Fund may There are restrictions on the types of investments the MSPF can make, invest in “authorised investments” (as as set out in its trust deed, and includes cash and cash equivalents and defined). Notwithstanding the range of loans secured by a first-ranking mortgage. investments permitted by the Trust Deed, Under the MSPF's trust deed, the MSPF must always be invested in the Manager will only invest the Fund in “authorised investments” (as defined). In particular, for so long as the units in the MSPF and in cash, in each MSPF is a PIE, and until such time as the Manager and Trustee, as case in line with the parameters supervisor of the MSPF, agree otherwise, the MSPF shall only be described elsewhere in this SIPO. invested in investments permitted for a PIE under section HM 11 of the Income Tax Act 2007 (or such other investments as may otherwise be permitted from time to time for eligibility to be a PIE under the PIE Rules). Notwithstanding the range of authorised investments described in the MSPF's trust deed, the Manager shall only invest the MSPF pursuant to the specific policy guidelines, benchmark asset allocations, and lending limits described further below. Specific Policy Guidelines The Manager shall maintain a small The specific investment policy guidelines determined by the Manager in amount of cash (typically less than relation to the MSPF are as follows: $5,000) in an on-call bank account with a ▪ Interest rates and payment - Investments by the MSPF will be in registered bank for the Fund's mortgages with a mix of floating and fixed interest rates at the transactional purposes (such as Manager's discretion. Most borrowers pay interest on the first of each facilitating investments and withdrawals), month. It is not the Manager’s general practice to permit borrowers to and cash as required periodically for the capitalise the interest for the term of the loan, however, for certain payment of PIE tax. projects and subject to specific lending criteria it may be allowed There is no specific minimum or from time-to-time. maximum amount, but the amount of ▪ Lending Limits - As set out below. cash held for this purpose is typically ▪ Cash and Cash Equivalents held for Operational Liquidity - The expected to be relatively small. MSPF also holds cash and cash equivalents within the range of 5% – 25% of the MSPF's Fund Value. The Manager shall maintain at least 5% of the MSPF's Fund Value in cash and cash equivalents to meet redemption requests and for the payment of the MSPF’s running expenses. Greater amounts of cash and cash equivalents may be held at times when the Manager determines that the MSPF requires greater liquidity. The MSPF’s cash and cash equivalents (term deposits of up to 90 days) holdings may only be invested with registered banks. ▪ Participating loans - The Manager may invite third parties to participate in lending opportunities identified by the Manager, on terms agreed with the Trustee, as supervisor of the MSPF. This could include the Manager participating in loans in its personal capacity, subject to compliance with the MSPF's trust deed, the Financial Markets Conduct Act 2013 (“FMCA”), and any other relevant requirements. All such loans must fall within the guidelines set out Midlands Income Wholesale Fund S tatement of Policy and Objectives. Dated 3 November 2025 3 above, except that the maximum exposure limits will be assessed by reference to the MSPF's portion of the loan, not the full loan value. MIDLANDS INCOME WHOLESALE FUND MIDLANDS SMARTER PIE FUND (MSPF) Limitation on borrowings While borrowing is permitted by the Trust The MSPF may borrow, if the Manager (with the permission of the Deed (within defined limits), the Manager Trustee, as supervisor of the MSPF) believes it is appropriate. The does not intend for the Fund to borrow. aggregate of the principal moneys borrowed and outstanding in respect of the MSPF or secured against the investments of the MSPF may not exceed 25% of the MSPF's Fund Value. Benchmark Asset Allocation Ranges Benchmark allocation ranges are not The MSPF will be spread between first mortgages against residential, applicable to the Fund, because it invests commercial and rural properties, and cash and cash equivalents, solely in the MSPF with a small amount of within the following proportions (as to value) of the MSPF's Fund Value: cash held for the purposes described RESIDENTIAL COMMERCIAL RURAL CASH & CASH elsewhere in this SIPO. There is no EQUIVALENTS specific minimum or maximum amount, Limits of 10% - 90% 0% - 50% 0% - 50% 5% - 25% but the amount of cash held is typically the MSPF expected to be relatively small. value Lending Limits (Valuation) Lending limits are not applicable to the The MSPF has Loan to Value ("LVR")lending limits, based on the amount Fund, because lending is undertaken by of the loan when compared with the value of the mortgage security the MSPF. property at the time of loan approval, as follows: RESIDENTIAL COMMERCIAL RURAL MORTGAGES MORTGAGES MORTGAGES Fee simple and Fee simple and Fee simple and cross lease: up cross lease cross lease to 60% LVR land and land and Property used for dairy farming buildings: up to buildings: up to (fee simple and cross lease): up 75% LVR 66.7% LVR to 66.67% LVR provided collateral security is obtained over co-operative shares. Leasehold: up Leasehold: up Leasehold: up to 50% LVR to 50% LVR to 50% LVR Vacant land: up Vacant land: Vacant land: up to 50% LVR to 50% LVR up to 50% LVR In addition, at the time of lending the following maximum exposure limits must be met: ▪ No more than 5% of the MSPF's Fund Value will be invested in any one mortgage or advanced to any one borrower or related group of borrowers. ▪ The total of the six largest exposures (including loans to a related group of borrowers) will not exceed 20% of the MSPF's Fund Value. Registered valuations are required for all loans in excess of 50% of the rating valuation of a property. The rating valuation is only relied on when the property is inspected by the Manager (or their nominee). Where a registered valuation is required, it must be no older than 90 days prior to the date of loan approval. As referred to above, all lending limits are determined and are solely applicable as at the initial loan approval date and at the date of any renewal of a loan. The value of any individual loan or the proportionate value of a loan in relation to the MSPF's Fund Value may change subsequent to initial approval or renewal and, as a result, the above limits may sometimes be exceeded after those dates. This will not constitute a breach of the MSPF's SIPO. Midlands Income Wholesale Fund S tatement of Policy and Objectives. Dated 3 November 2025 4 MIDLANDS INCOME WHOLESALE FUND MIDLANDS SMARTER PIE FUND (MSPF) OTHER INVESTMENT POLICIES There are no other separate investment Rebalancing policy policies for the Fund. The assets of the MSPF should be invested in line with its benchmark asset allocation. New lending determinations take these allocations into account. However, the allocation to each asset class will vary, due primarily to market movements, within the ranges set. Given the relatively illiquid nature of mortgage loans, cash flow (either to or from the MSPF) is the primary mechanism for ensuring that the asset allocation is maintained broadly in line with the benchmark asset allocation weightings for each asset class. The exposure to the various asset classes is monitored monthly by the Manager's senior leadership team. If, at the end of a month, the allocation to a particular class has moved outside the ranges set out for that class, steps will be taken to bring back the asset allocation within the permitted ranges. This will typically occur through new lending in other asset classes, meaning there can be some lag in completing the rebalancing. A practical approach is taken to any rebalancing, with one of the objectives being to minimise transaction costs. Hedging policy The Manager does not hedge the MSPF's interest rate exposures. Conflict of interest policy The Manager will only enter into transactions with related parties with the consent of the Trustee, as supervisor of the MSPF, and if the Manager certifies that any such transaction is on arm’s length terms. Liquidity and cash flow management policy The Manager will maintain at least 5% of the MSPF's Fund Value in cash and cash equivalents to meet redemption requests and for the payment of the MSPF’s running expenses. METHODOLOGY FOR MONITORING, AMENDING AND DEVELOPING INVESTMENT STRATEGY The Manager monitors the Fund’s Monitoring of underlying securities investment performance as a continuous The Manager closely reviews the loans once they are made to ensure process and at least monthly. The that borrowers pay interest and principal as scheduled. Credit control Manager monitors the Fund's absolute and recovery functions are undertaken if payments are not made. The performance, as well as its quarterly Manager makes appropriate general and specific provisions for loss on performance against the stated the mortgage portfolio and these provisions are discussed with and investment objective. The Manager gives reviewed annually by the auditor of the MSPF. monthly reports to the Trustee. The Investment performance monitoring monthly reports include confirmation that all investments have been properly The Manager monitors the MSPF’s investment performance as a applied in accordance with the continuous process and at least monthly. The Manager monitors the authorised investments of the Fund, that MSPF's absolute performance, as well as its quarterly performance all calculations of the entitlements of against the stated investment objective. investors and the valuation of units have The Manager gives monthly reports to the Trustee, as supervisor of the been carried out in accordance with the MSPF. The monthly reports include confirmation that all investments Trust Deed and that all proper accounting have been properly applied in accordance with the authorised and internal control procedures have investments of the MSPF, that all calculations of the entitlements of been maintained. In addition, it specifies investors and the valuation of units have been carried out in the unit value, the aggregate number of accordance with the MSPF trust deed and that all proper accounting units in the Fund on issue and such other and internal control procedures have been maintained. In addition, it information as the Trustee may request. specifies the unit value, the aggregate number of units in the MSPF on The Manager also gives quarterly reports issue and such other information as the Trustee, as supervisor of the to the Trustee on the performance of the MSPF, may request. Fund and adherence with the SIPO, The Manager also gives quarterly reports to the Trustee, as supervisor of including whether there have been any the MSPF, on the performance of the MSPF and adherence with the limit breaks. A limit break is a material SIPO, including whether there have been any limit breaks. A limit break Midlands Income Wholesale Fund S tatement of Policy and Objectives. Dated 3 November 2025 5 breach of any limits set out in this SIPO in is a material breach of any limits set out in this SIPO in relation to the relation to the nature or type of nature or type of investment that may be made or the proportion of investment that may be made or the each type of asset in which the fund is invested. proportion of each type of asset in which the fund is invested. INVESTMENT STRATEGY REVIEW AND AMENDMENT This SIPO is formally reviewed by the The MSPF's SIPO is formally reviewed by the directors of the Manager directors of the Manager annually and annually and may also be reviewed at any other time if the Manager may also be reviewed at any other time if considers that a review is required as a result of the prevailing market the Manager considers that a review is conditions or for any other reason. required as a result of the prevailing In the course of the review the Manager’s senior leadership team will market conditions or for any other reason. consider whether the MSPF’s benchmark asset allocations remain This SIPO will also be formally reviewed appropriate given the prevailing market conditions. Consideration will whenever there is an amendment to the also be given as to whether the MSPF’s liquidity policy remains MSPF's SIPO. This review will be carried appropriate once again given prevailing market and economic out in tandem with a review of the MSPF's conditions. The Manager’s senior leadership team will make SIPO. recommendations to the Manager’s directors, who will then consider In the course of the review the Manager’s such recommendations and implement as necessary. senior leadership team will consider In accordance with the FMCA, the Manager may amend or replace the whether the Fund's investment strategy MSPF's SIPO only with the consent of the Trustee, as supervisor of the remains appropriate. The Manager’s MSPF. If the Manager proposes to alter the MSPF's SIPO in a manner senior leadership team will make which materially affects existing investors then the Manager must, prior recommendations to the Manager’s to effecting any such alteration, give at least 30 days’ written notice to directors, who will then consider such investors. recommendations and implement as necessary. The Manager may amend or replace this SIPO only with the consent of the Trustee. If the Manager proposes to alter the SIPO in a manner which materially affects existing investors then the Manager must, prior to effecting any such alteration, give at least 30 days’ written notice to investors. Midlands Income Wholesale Fund S tatement of Policy and Objectives. Dated 3 November 2025 6 Midlands Income Wholesale Fund S tatement of Policy and Objectives. Dated 3 November 2025 7 --- ## factsheet **Source PDF:** https://investmidlands.co.nz/wp-content/uploads/2024/07/Midlands-Wholesale-Fund-Sheet-V2.pdf **Pages:** 1 **Extracted via:** pdftotext on 2026-05-20 Midlands Wholesale Fund Fact Sheet NAME OF FUND MIDLANDS INCOME WHOLESALE FUND Fund Inception July 2021 What am I investing in? The Midlands Income Wholesale Fund invests solely into the Midlands Smarter PIE Fund, but at a lower fee structure and therefore a higher return for investors. What is the Midlands The Midlands Smarter PIE Fund is a regulated, ‘Retail’ PIE Fund (whereas the Midlands Smarter PIE Fund? Wholesale Fund, is a ‘Wholesale’ PIE Fund). Investing with Midlands provides an alternative way to invest in the New Zealand property sector, without direct property ownership. The Midlands Smarter PIE fund invests in first ranking mortgages, all secured by NZ property and land assets. Your investment is pooled with lots of other like-minded investors and diversified across many residential, rural and commercial property loans, spread right throughout the country. What is your risk rating? The Midlands Wholesale Fund does not have a Risk Rating as this is not a requirement of Wholesale Funds. The Risk Rating of the Midlands Smarter PIE Fund is a 1 out of 7, the lowest risk rating possible. Is my investment ‘On-Call’? Your investment is not ‘on call’. — Investments under $500,000 have a 30 day withdrawal notice period — Investments over $500,000, have a 60 day withdrawal notice period What options do I have The returns from your investment can be paid quarterly into your nominated bank for my Returns? account OR reinvested, so you can watch your money grow. It’s your choice. When will my returns be paid? Your returns are calculated quarterly and paid into your account on the last business day in March, June, September and December each year. Can I make Investment Top Ups? Yes, you can make one-off lump sum or regular investment top-ups and you can change these settings at any time. Does the Fund offer fixed returns? No, the fund does not offer ‘fixed term’ returns like a Term Deposit. Returns are variable and announced quarterly. Is the fund Actively Managed? Yes. Our team of specialist experts has over 180 years of experience in banking & finance, so your investment’s in good hands. What is the Management Fee? The Midlands Wholesale Fund provides access to the Midlands Smarter PIE Fund, but at a lower fee structure. Typically, Midlands will offer lower fees for larger investments that have a 30 or 60 day withdrawal notice period. This is facilitated by way of a quarterly fee rebate. Any Other Fees? No. We do not charge set-up, withdrawal, performance, penalty or transaction fees. Eligibility Criteria ‘Wholesale investors’ must meet the eligibility criteria as defined by the FMA and provide a completed ‘Eligible Investor Certificate’. See our website for more information. Is the Fund a PIE Fund? Yes. PIE Funds normally offer certain tax advantages to many investors. That’s because the most tax NZ based investors will normally pay on their returns in a PIE fund is 28%. If you are NOT in a PIE Fund, you could pay up to 39% tax. This means many people pay less tax if they invest in a PIE fund. How much tax will I pay on my Your returns will be taxed at your Prescribed Investor Rate (PIR). We will automatically Returns? deduct tax from your returns at your Prescribed Investor Rate before depositing your post tax returns into your bank account or reinvesting it back into the Fund. You will need to tell us your PIR so that you are taxed at the correct rate. If you do not know your PIR, give us a call or visit our website. Who is the Fund Manager? Midlands Funds Management Limited (MFML) Is Midlands Supervised? Yes. Midlands is supervised by Trustees Executors Ltd (TEL), who are Independent Supervisors accredited by the FMA. Minimum Investment Amount? $100,000.