# PCG Diversified New Zealand Private Debt Fund **Provider:** PCG (https://www.privatecapitalgroup.co.nz) **Source:** https://wholesaleinvestor.co.nz/funds/pcg-diversified-new-zealand-private-debt-fund **Facts JSON:** https://wholesaleinvestor.co.nz/api/im/pcg-diversified-new-zealand-private-debt-fund/facts.json > This document is a machine-readable concatenation of 1 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://s3.snowballeffect.co.nz/PgxgJbWj8lCsJ3RokDLLYdEyahfzdIYQJ3E0uaBS.pdf **Pages:** 63 **Extracted via:** pdftotext on 2026-05-19 PCG DIVERSIFIED NEW ZEALAND PRIVATE DEBT FUND INFORMATION MEMORANDUM Issued by New Zealand Private Debt Management Limited (a Private Capital Group company) April 2025 Page | 1 PRIVATECAPITALGROUP.CO.NZ IMPORTANT NOTICE PURPOSE recipient with additional information, (ii) update or supplement any information or (iii) correct any errors or omissions. It has been prepared This document has been prepared solely in connection with the offer of Units without taking into account the recipient's individual objectives, financial in the Trust described herein. This document has been prepared on a situation or needs. Recipients should consider the appropriateness of the confidential basis exclusively for distribution to wholesale investors as defined information in this document having regard to these matters and seek in clause 3 of schedule 1 of New Zealand’s Financial Markets Conduct Act 2013 independent financial advice before making an investment decision. (“FMC Act”). By accepting this Information Memorandum, the recipient: Since the Trust is solely structured for and marketed to wholesale investors, a ● represents that they are a wholesale investor (as defined in clause 3(2) product disclosure statement is not required under the FMC Act. Furthermore, and (3)(a) of schedule 1 of the FMC Act); the Trust is not intended for and should not be distributed to or considered ● agrees to keep the Information Memorandum and its contents by, any other person. This document must not be distributed to any person confidential and to not provide it or make it otherwise available to any who is a retail client or retail investor for the purpose of the FMC Act. other persons except their advisers, provided that any such advisor also maintains such confidentiality; and This document is not a product disclosure statement for the purposes of the ● represents that they have read and agreed to the information noted in FMC Act and it does not contain all of the information that a product disclosure this document including this Important Notice. statement is required to contain. The offer to subscribe for Units in the Trust will not be available to any person outside New Zealand, unless expressly NZPDM is not obliged to accept applications and reserves absolute discretion approved by the Manager and in circumstances where such offer is made in in limiting or refusing any application. accordance with any applicable securities laws (including foreign securities laws). AUTHORISED INFORMATION No person is authorised to give any information or to make any representation WAIVER OF REPRESENTATIONS AND WARRANTIES about the Trust and the offer of Units which is not contained in this document. This document has been issued by New Zealand Private Debt Management Any such information given to an investor must not be relied upon as having Limited (Company number 8132591 and NZBN 9429048716864) (“NZPDM” or been authorised by PCG or NZPDM or any other party mentioned herein. the “Manager”). The Manager is a 100% subsidiary of Private Capital Group Limited (Company number 7653076 and NZBN 9429047611290) (“PCG”). RECIPIENT RELIANCE The Manager has prepared this document and therefore, the Trustee takes no This document is not a recommendation or a statement of opinion, by PCG, responsibility for this document. NZPDM, the Trustee or any of their respective related entities, associates, officers, employees or agents. This document does not purport to identify the Neither PCG, NZPDM, the Trustee nor any of their related entities, associates, nature of specific market or other risks associated with any investments of the officers, employees or agents make any representation or warranty, express Trust described herein. It does not and is not intended to constitute any form or implied, as to, or assume any responsibility or liability for the authenticity, of legal, taxation, investment or accounting advice. All information contained origin, validity, accuracy or completeness of, or any errors or omissions in, any in this document is indicative, is based on certain assumptions, current market information, statement or opinion contained in this document or in any conditions and is subject to change at any time without notice. Some data and accompanying, previous or subsequent material or presentation except as tables in this document may not add or calculate exactly due to rounding. Fees expressly stated otherwise. and costs stated in this document are exclusive of any applicable GST. To the maximum extent permitted by law, PCG, NZPDM, the Trustee and their There is no cooling‑off period. There is no secondary market for Units in the respective related entities, associates, officers, employees or agents disclaim Trust and no such secondary market is expected to develop in the future. Units all and any responsibility or liability for any loss or damage (in contract, tort in the Trust may not be transferred, resold, exchanged or otherwise disposed (including negligence) or otherwise) which may be suffered by any person of except in accordance with the Trust Deeds and as agreed to by the Manager. relying upon any information contained in, or any errors or omissions in A Unitholder may only transfer Units in the Trust to a person who is a relation to, this document. wholesale investor, where that person has also agreed in writing to be bound by the terms of the Trust Deeds and where NZPDM provides its written Each recipient of this Information Memorandum waives, and undertakes to consent in its sole and absolute discretion. NZPDM is not required to accept not take any action against PCG, NZPDM, the Trustee nor any of their related or register a transfer of Units in the Trust if the purported transfer is contrary entities, associates, officers, employees or agents in relation to this document to the Trust Deeds or to applicable law, including under any relevant securities and the offer. laws. The information contained herein is not, and does not purport to be, all- To the extent of any inconsistency between this document and the Trust inclusive. It does not claim to contain all the information that a potential Deeds, the Trust Deeds prevail. investor may require to decide whether to proceed with any investment in Units. Neither PCG, NZPDM, the Trustee nor any of their related entities, Any information contained in this Information Memorandum does not and associates, officers, employees or agents is under any duty to: (i) provide the should not be considered as constituting a prediction or forecast as to the Page | 2 performance of any Trust investments or the value of an investment in the related to principal on any investment made by the Trust. An investment in Trust. Any historical information contained in this document is provided by the Trust is not a deposit with and does not represent a liability of PCG, way of illustration only, past performance is not a guide to future performance NZPDM, the Trust, the Trustee or any other person. Neither PCG, NZPDM, nor and actual performance may differ materially. Assumptions upon which the Trust, the Trustee or any of their respective related bodies corporate or financial illustrations are based may differ widely from actual circumstances. any other person, in any way, guarantees the capital value or performance of No reliance should be placed on the information in this document and any the investments or the performance of the issuer, borrower, or the assets held investment decision should be based only on the information in the Trust by the issuer of the investments or guarantees any specific return from the Deeds and other final transaction documents. The information in the Trust Trust, increase in value of the Trust or repayment of any amount invested in Deeds and such other final transaction documents will be more extensive the Trust. than, and may differ significantly from, the information contained in this document. The value of an investment in the Trust may rise or fall. Neither PCG, NZPDM, the Trustee nor any of their respective related bodies corporate or any other Any, and all forward-looking statements in this document (including person are required to provide any liquidity or secondary market support for statements of intention, projections and expectations of investment dealing in Units of the Trust. opportunities and rates of return) are made only at the date of this document based on current expectations and beliefs. These current expectations involve CONFLICTS OF INTEREST risks, contingencies, uncertainties and other factors beyond the control of PCG and NZPDM which may cause actual outcomes to differ materially from any PCG, NZPDM or any of their respective related entities, associates, officers, employees or agents, may from time to time, have pecuniary or other interests statements herein. Assumptions underlying the statements in this document involve judgements which may be difficult to accurately predict. Therefore, in dealings in long or short positions in (whether as principal or agent) and may such forward-looking statements included in this document may prove to be receive fees, brokerage and commissions in connection with, the investments inaccurate and should not be relied upon as indicative of future matters. described in this document or other financial products related to those investments. Also, PCG, NZPDM, the Trustee and their respective related entities, associates, officers, employees or agents may from time to time have Making this document available to wholesale investors does not cause PCG, NZPDM, the Trustee or any of their respective related entities, associates, other dealings with the issuer of those investments or financial products and the underlying borrowers. These interests and dealings may adversely affect officers, employees or agents to become the financial advisor or fiduciary to the recipient. Each recipient of this document must make its own independent the price or value of the investments described in this document. assessment and investigation of the terms of issue of the investments described in this document, and the risks and benefits in connection with PCG and/or NZPDM may choose, but are under no obligation, to enter into those investments as it considers appropriate. Each recipient of this document arrangements with Unitholders to meet their specific requirements such as those relating to reporting and permitted transfers of the Units. PCG and/or should obtain independent legal, taxation, investment, financial and accounting advice specific to their situation. Each prospective investor in the NZPDM may in their sole discretion decide to enter into arrangements to investments described in this document must base any decision to subscribe rebate fees (from their/its own resources) to substantial Unitholders, initial or for or purchase investments solely upon such independent assessment, early-stage Unitholders or Unitholders who are officers or employees of PCG, investigation and independent advice. NZPDM or their respective affiliates. This document should not be construed as an offer or invitation to subscribe NZPDM reserves the right to pay monies from the Management Fee it receives from the Trust to related parties and third parties for the introduction of for Units. Any such offer or invitation must be made pursuant to the Trust Deeds. Neither the provision of this document, the Trust Deeds nor anything investors to the Trust. contained in this document, or the Trust Deeds, constitute, and are under no circumstances to be construed as, a regulated offer under the FMC Act. This CONFIDENTIALITY document does not constitute an offer or invitation in a jurisdiction where, or This Information Memorandum and all of the information contained in it must to any person to whom, it would be unlawful to make such an offer or not be disclosed to any person or replicated in any form without the prior invitation. No action has been taken to register or qualify the Units or the offer written consent of NZPDM. or otherwise to permit a public offering of the Units in any jurisdiction. The distribution of this document in jurisdictions outside New Zealand may be SEVERABILITY restricted by the laws of those jurisdictions and any failure to comply with these restrictions may constitute a violation of the laws in those jurisdictions. If any provision (or part of a provision) of any section of this document is, or becomes unenforceable, illegal or invalid for any reason it shall be deemed to PCG and NZPDM reserve the right to change or supplement the terms and be severed from the rest of this document without affecting the validity of the conditions in this document. If a copy of this document has been obtained remainder of the relevant section and shall not affect the enforceability, electronically, you must print the complete and entire document. This legality, validity or application of any other provision (or part of a provision) of document has not been, and will not be, lodged on the Disclose Register. the section or the document. BENEFIT NOT GUARANTEED The Information Memorandum is intended to confer a benefit on PCG, This document and the Trust Deeds should be read in their entirety before NZPDM, the Trustee and any of their related entities, associates, officers, making any decision to invest. An investment in units in the Trust is subject to employees or agents, and may be enforced by those persons pursuant to investment risk. This includes possible delays to the receipt of or the loss of subpart 1 of part 2 of the Contract and Commercial Law Act 2017. income or delays to the receipt of or the loss of repayments or redemptions Page | 3 CONTENTS 1. Key Terms and Structure ...................................................................................................... 5 1.1 Key Terms .............................................................................................................. 5 1.2 Fund Structure..................................................................................................... 10 2. Investment Overview ......................................................................................................... 11 2.1 Summary ............................................................................................................. 11 2.2 Market Opportunity ............................................................................................ 12 2.3 Investment Process ............................................................................................. 13 2.4 PCG and NZPDM .................................................................................................. 14 3. PCG Diversified New Zealand Private Debt Fund .............................................................. 15 3.1 Trust Deed and Purpose ...................................................................................... 15 3.2 Investor Eligibility & Applications; Exclusively Wholesale Investors .................. 15 3.3 Description of Trust Units ................................................................................... 15 3.4 Transfer of Units into a PCG or NZPDM Listed Fund ......................................... 17 3.5 Distributions ...................................................................................................... 17 3.6 Valuation of Assets ............................................................................................ 18 3.7 Expenses & Fees ................................................................................................ 18 3.8 Other Costs ........................................................................................................ 18 3.9 Leverage ............................................................................................................ 18 3.10 Reports to Unitholders ...................................................................................... 19 3.11 Custodial Matters .............................................................................................. 19 3.12 Administrator .................................................................................................... 19 3.13 Manager and Trustee Indemnity and Liability ................................................... 19 3.14 Other Important Trust Information .................................................................... 19 3.15 Taxes .................................................................................................................. 21 4. PCG and NZPDM Team ....................................................................................................... 22 5. Investment Risks ................................................................................................................. 23 5.1 General Risks ...................................................................................................... 23 5.2 Specific Risks ...................................................................................................... 23 6. Subscription Agreement ..................................................................................................... 27 Page | 4 1. KEY TERMS & STRUCTURE You should read both the Trust Deeds and this document in full prior to making a decision to invest in the Trust. The Trust Deeds will supersede and prevail over this document (including the summary of the key terms of the Trust, below) to the extent that there are inconsistencies. 1.1 KEY TERMS A summary of the key terms of the Trust is outlined below. This summary does not seek to represent the full and complete details of the Trust’s terms. Trust Structure PCG Diversified New Zealand Private Debt Fund. The Fund is a Foreign Investor Variable Rate PIE (Portfolio Investment Entity), which meets all eligibility criteria under the Tax Administration Act 1994 and the Trust Income Tax Act 2007. The Fund combines the benefits of a multi rate pie for NZ tax resident investors with the opportunity to achieve Notified Foreign Investor status for non-NZ tax resident investors. New Zealand Private Debt Management Limited, a 100% subsidiary of Private Manager Capital Group Limited. Trustee Public Trust. Administrator Adminis NZ Limited. The Trust will make investments, in the form of loans and other debt products, to New Zealand businesses. This will include businesses which are either New Zealand based, owned or domiciled and their various holding, parent or subsidiary companies. Investments will represent loans and other debt products, predominantly structured as senior-secured claims on borrowers from a variety of sectors and Investment industries. Strategy NZPDM will seek to create diversification of the investment portfolio by adopting concentration limits (maximums or minimums), and applying these to the industry, maturity, loan size and type of loan provided. Loans will be originated and extended in a variety of forms, including bilaterally, direct to the borrower, as part of a group of 2 or more lenders, or as part of a larger syndicate of lenders. Page | 5 The Trust will not lend to either the consumer market or residential mortgage market. While the Trust's investment will be in the form of loans and other debt products, the Trust will not be restricted in holding equity securities as a result of any restructuring or insolvency process in relation to any particular investment. Reserve Bank of New Zealand Official Cash Rate + 4.0% (net of management fees Target Return and fund costs and before tax). Types of Units Units in the Trust ("Units"). Unitholders Holders of Units. The Trust will be Open Ended. This means that the net proceeds from the maturity, repayment (part or full), or Final Maturity sale of any Trust assets or investments, or the release of amounts from reserves for expected losses, will, in accordance with the Manager's discretion, be retained in the Trust for further investment. Initial Close The Initial Close occurred on 22 March 2022. The Trust is not a registered managed investment scheme under the FMC Act. Selling Units in the Trust are offered to wholesale investors only (as defined in clause Restrictions 3(2) and (3)(a) of Schedule 1 to the FMC Act), with customary certifications, safe harbour certificates and/or eligible investor certificates to be provided by potential investors in the Trust. Each new investment must be made to: ● a business headquartered in New Zealand; or ● a business with controlling shareholders in New NZ-for-NZ parameter Zealand; Investment ● a business with its majority earnings derived in Criteria New Zealand; or ● a holding, parent or subsidiary company in respect of any of the businesses listed above. Tenor of underlying No longer than 6 years. Loans Page | 6 At least 80% of Net Asset Value to be comprised of senior-secured debt at the time any investment in a new asset is made (excluding, for the avoidance of Asset Ranking doubt, equity investments acquired as a result of a restructuring or insolvency process and investments in senior-secured loans, debt securities or cash). Diversification (to take effect at ● 20% ceiling of Net Asset Value for any single Borrower the earliest of: investment. 30 September ● 20% ceiling for any single Industry with respect to Industry 2024 and a Net Net Asset Value. Asset Value not less than $50m) Diversification ● 10% ceiling of Net Asset Value for any single investment. Borrower (to take effect at ● 5 largest investments to account for no more the earliest of: than 35% of Net Asset Value. 30 June 2025 ● 15% ceiling for any single Industry with respect and a Net Asset to Net Asset Value. Industry Value not less ● 5 largest Industries to account for no more than than $100m) 60% of Net Asset Value. The Trust will adopt Standard Industrial Classification (ANZSIC) as the basis for categorising Industries. Except as otherwise approved by the Trustee, should both Key Persons cease to have direct involvement with the Manager by reason of disability, death, resignation or retirement, then if the Trustee determines that the remaining Key Persons and/or replacement directors and employees of the Manager are not satisfactory to it, the Trustee may replace the Manager in accordance with the Trust Deeds. For this purpose, "Key Persons" are Paul Carman and John Ferrara. Issue and Redemption Applications Applications can be made at any time. Minimum NZ$125,000 (unless otherwise approved by the Manager). investment Page | 7 The Issue Price was NZ$1.00 in respect of Units issued on Initial Close. Units are now issued at the current unit value (being the Net Asset Value as at the most Issue Price recent valuation date prior to the relevant issuance date divided by the number of Units in issue (as adjusted for any transaction costs, as these shall be for the account of the Trust)) which, as at 30 April 2024, was 1.100607. Units will be issued on a weekly basis. Issuance will occur on the business day falling immediately after the weekly Valuation of Trust Assets that occurs on or after the later of: ● the date on which the Manager accepts the application for Units; and ● the date on which the application monies for Units have been received by the Trustee. Issuance of Units The Manager has the right to refuse to accept applications for Units in whole or in part at its sole discretion. Without limitation, the Manager may exercise this right if acceptance of an application is in the Manager’s opinion likely to reduce the overall performance of the Trust in the short term due to a lack of investment opportunity. In such a case, the Manager would consult with the potential investor on the timing of that potential investor’s subscription for Units. Other than during the period ending 12 months after the Initial Close, Unitholders may request a redemption of some or all of their Units by giving notice to the Manager in writing (a "Redemption Request"). The Manager may accept or reject any Redemption Request at its sole discretion. If accepted, Redemption of Units will occur promptly after, and will be calculated based off the most recent weekly Valuation of Trust Assets (being the Net Asset Value as at the most recent valuation date divided by the number of Units in issue (as adjusted for any transaction costs and any transaction allowance, as these shall be for the account of the Trust)). Redemption of Units If the Manager accepts a Redemption Request, redemption proceeds will be paid within 10 business days of that Redemption Request being accepted, and will be based on the most recent weekly Valuation of Trust Assets prior to that payment. Without prejudice and in accordance with the Manager's general discretion to accept or reject any Redemption Request and/or application for Units: ● the Manager may reject any Redemption Request if it considers that it would be adverse to the interests of the remaining Unitholders to accept that Redemption Request; and/or ● the Manager may suspend the redemption and/or issuance of all Units in the Trust in certain circumstances. Page | 8 For the avoidance of doubt, any, and all, redemption payments, will be subject to a deduction for a given Unitholder’s PIE tax obligations, wherever relevant and any redemption proceeds will be made to all Unitholders on a net basis. Unitholders may only transfer some, or all, of their Units in the Trust with the prior written approval of the Manager. The Manager may decline a transfer request at its absolute discretion, including without limitation, to preserve the PIE status of the Trust. Transfers For the avoidance of doubt, any, and all, such transfers would be treated as a sale (by the transferor) and a purchase (by the transferee) of Units. Any transfer will require satisfaction of a transferor's PIE tax obligations. Other Key Terms The Trust intends that the Manager will prepare reports on a monthly, quarterly and annual basis to keep Unitholders informed about the current activities of the Reporting Trust, the performance of the Trust’s investments and the investment outlook. The annual accounts for the Trust will be audited. Net income proceeds from investments of the Trust (including interest and fees received from any, and all, investments, but excluding repayments, prepayments, redemptions, recovery or sale of principal) will generally be distributed to Unitholders monthly (subject to the Manager's capacity to set different distribution periods at its discretion). Net proceeds will be subject to any amounts that may be retained to meet accrued or possible future fees, expenses or liabilities of the Trust and any deduction for credit impairment or loss during the Distributions relevant period. Distributions will be in cash or (on the basis agreed with the Trustee from time to time), other non-cash assets. A distribution reinvestment plan may be established pursuant to which Unitholders can elect to receive additional Units in the Trust in lieu of cash distributions. Unitholders that do not make any election will not be subject to any such distribution reinvestment plan. The Trust will pay the Manager a management fee in an amount equal to 0.75% per annum calculated based on the Net Asset Value of the Trust. The Management management fee is calculated on a daily basis and is payable monthly in arrears. Fee The Manager will not charge performance related fees to the Trust. Page | 9 The Trust will pay all administrative and establishment costs associated with the Trust Costs Trust, including without limitation, in relation to accounting, legal, administration, auditing and tax compliance, foreign exchange hedging costs and trustee fees. Valuation of The Trust will value its assets on a weekly basis in accordance with the Manager's Trust Assets valuation policy and on a basis consistent and conforming with IFRS9. The total value of all investment assets of the Trust (including accrued income Net Asset Value and any outstanding undrawn gross loan commitments), less all liabilities of the (or NAV) Trust. 1.2 FUND STRUCTURE Wholesale Investors Private Capital Group Limited 100% PCG Diversified New Zealand New Zealand Private Debt Private Debt Fund Management (Trust) Limited (Manager) Public Trust (as trustee of the Trust) Corporate Loan Portfolio Page | 10 2. INVESTMENT OVERVIEW 2.1 SUMMARY The Trust is a New Zealand domiciled unit trust which is contracted agreements which generate interest and registered as a foreign investor variable-rate portfolio fee income. These income streams, net of the costs of investment entity (“PIE”), as defined in the Income Tax managing and administering the Trust and less any Act 2007. deduction for credit impairment or loss, will be distributed to Unitholders on a monthly basis. New Zealand Private Debt Management Limited is the manager of the Trust and is a 100% subsidiary of Private The Trust is designed to deliver stable returns by Capital Group Limited. Public Trust is the Trustee of the diversifying its investments and the income sources Trust and Adminis NZ Limited is the Administrator of the these create across credit market segments, Trust. borrowers, industries and origination channels. The risk of capital impairment or loss will be mitigated by The purpose of the Trust is to make investments, in the targeting investment in senior-secured loans, which form of loans and other debt products, which will be will comprise at least 80% of NAV at the time any provided to New Zealand businesses. This will include investment in a new asset is made (excluding, for the businesses which are either New Zealand based, avoidance of doubt, equity investments acquired as a owned or domiciled and their various holding, parent result of a restructuring or insolvency process). or subsidiary companies. Loan investments are FEATURES OF THE NEW ZEALAND CORPORATE, MIDDLE MARKET AND SME LENDING ENVIRONMENT Corporate market, defined as businesses with Turnover > NZ$250m, Middle Borrower Segments market, defined as businesses with Turnover between NZ$50m and NZ$250m and SMEs, defined as businesses with Turnover < NZ$50m. Typically for growth and event-driven financing purposes including leveraged Loan Purpose buyouts, acquisitions and growth situations, capital expenditure or general corporate purposes. Relationship driven. Typically, privately negotiated deals sourced directly from Origination Channels private equity sponsors, owners and management teams of businesses, banks, debt advisors or other non-bank lenders. Returns are primarily generated from interest margins and fees. Income Generation Margins are paid over and above a floating rate reference interest basis. Loan terms are idiosyncratic. Lenders can typically command pricing premiums and Return Risk Premium structural enhancements, driving low correlation to the corporate bond market. Whilst borrowers are unlikely to have formal credit ratings, investments will be Ratings made in businesses which have similar characteristics to cross-over (BBB equivalent) or sub-investment grade (BB+ and below equivalent) risks. The majority of investments will include first ranking security over the borrowers’ Credit Enhancements assets, financial and non-financial covenants and the receipt of detailed current and projected financial reporting and projections. Page | 11 2.2 MARKET OPPORTUNITY The aggregate value of loans made domestically to New The changes created by the Capital Review are Zealand businesses is NZ$120.5b (source: RBNZ Sep- anticipated to impact the return on equity that banks 21). This market had demonstrated a rate of growth, will be able to generate on the loans they have pre-Covid 19 of 6.5% p.a. over the period Apr-18 to traditionally provided. Mar-20. The big 4 domestic banks within New Zealand Consequently, we anticipate certain historical lending (ANZ, BNZ, Westpac and ASB) have traditionally practices and policies are to be revised as banks dominated this landscape and collectively account for a attempt to maintain current rates of return on equity. market share of circa 77%. The balance is provided by regional New Zealand banks, foreign banks and other This could be achieved through a combination of specialist lenders. passing these increased capital costs on to borrowers, The Reserve Bank of New Zealand ("RBNZ“) regulates reducing lending appetite for certain types or ratings banks and deposit takers operating in the domestic of loans, or working more closely with non-bank New Zealand market. The RBNZ has defined and lenders. implemented the RBNZ Capital Review 2019 (the The above scenarios will create a step change in the "Capital Review“). The Capital Review formalises a way certain borrowers access the loan market and on revision to the regulatory framework for defining bank the choices borrowers have in determining where and capital adequacy and requires banks operating in New from whom to source financing. Zealand to apply revised and significantly increased capital allocations to support their loan portfolios and These changes and developments are not new to balance sheets. global markets and have been witnessed in the UK, European and US markets and more recently in As part of the RBNZ‘s capital adequacy requirements, Australia. Banks must divide individual loans into categories of credit risk ratings and, against these categories of risk, Non-bank lenders such as the Trust are not banks and a series of coefficients are applied. The Capital Review as such they are not regulated by the RBNZ and are not requires banks to conform with greater rates of subject to the Capital Review. standardisation with RBNZ norms when identifying individual asset ratings relative to historical requirements. Page | 12 2.3. INVESTMENT PROCESS The Trust’s investment strategy is centred on making are progressed and a pre-screening paper is investments as a senior-secured lender with first lien prepared for formal submission to the IC. security, with a prudent fundamental analysis-based The IC has a two-stage evaluation process: i) an initial underwriting process and a proactive approach to screen based on investment criteria and borrower portfolio monitoring. Processes are predicated and characteristics and ii) an assessment of the quality of defined, based off experience in the global cross-over the security and degree of capital protection. For and sub-investment grade markets and these have been potential investments that pass this process, a refined over many cycles and economic events. detailed due diligence and credit assessment is then Experience has been gained from managing and conducted. creating investment portfolios within private debt fund NZPDM will be directly involved in the negotiation of and Global Systemically Important Bank (G-SIB) the terms and conditions of the individual portfolios. investments it undertakes. Where the Manager Portfolio construction is built off credit policies and determines the Trust can be enhanced by making procedures and an investment strategy with oversight purchases of existing portfolios rather than and approval from the NZPDM’s Investment individual investments, it will negotiate the terms Committee. These credit policies are over and above and price at which it will make such investments. NZPDM's and PCG’s fund specific Risk Framework. The Where the Manager purchases an individual asset key steps within NZPDM’s investment process are working with other lenders it would expect to have summarised below: input into the terms and conditions in conjunction with the other arrangers and lenders of such Identification of opportunities investment. Origination channels include opportunities sourced All investments and any subsequent amendments through NZPDM's and PCG’s relationships with require formal IC approval. Investment proposals management teams, owners, banks, lawyers, advisors, may be rejected due to issues around ownership accountants and private equity firms. structure, equity base, leverage levels, sector, size, NZPDM and PCG work with a network of trusted and capital structure, pricing or financial projection risk. established relationships which provides a high degree NZPDM actively monitor each investment using of trust and transparency to the origination and due borrower performance data which, combined with diligence of opportunities. regular borrower meetings and industry research, Assessment of individual opportunities can help to identify early signs of credit deterioration. NZPDM would expect to work closely, NZPDM screen incoming opportunities during and in unison, with any other lender(s) where weekly deal sourcing and screening meetings. Based corrective action is required. on the available information, the Investment Committee (“IC”), decides whether to advance an investment to the next step. Attractive opportunities Page | 13 Key underwriting criteria 2.4 PCG and NZPDM NZPDM’s portfolio deployment and construction PCG was founded in August 2019 as an NZ based strategy follows a fundamentals-driven credit private capital platform with a business rationale investment philosophy which is based on detailed credit based on the development of a non-bank lending underwriting and financial analysis that seeks to market in New Zealand arising from changes in the understand and capitalise on idiosyncratic, company regulatory, structural & competitive environment, as a specific risks. result of RBNZ’s 2019 Capital Review and that legislation’s impact on the capital requirements for For each credit, NZPDM follows a bottom-up, banks operating in the domestic market. The creation fundamentals-based due diligence process. The process of a non-bank lending market is not unique to New is broadly divided into understanding a borrower’s Zealand and is commonplace in the US, UK and Europe. business and operating structure, its market, and other This is something which the management team within due diligence. PCG has directly participated in during the past 20 Business due diligence focuses on the quality of cash years. flows of the underlying investment, including PCG is privately owned and operated by its assumptions for growth, flexibility to reduce costs and management team. It is independent and this helps to requirements for debt servicing. It includes an ensure that the platform is free from conflicts. All assessment of the borrower’s cost structure, cost decisions are made locally in New Zealand and PCG is structure relative to competitors, the quality of its not part of a wider fund management group or a wider suppliers and working capital management. pan regional private debt platform. This singular focus Market due diligence focuses on assessing what the and commitment to serving the domestic New Zealand borrower actually does, what products and services it market in deploying investors’ capital and to building provides and to whom. It includes an assessment of highly selective asset portfolios is central to PCG’s substitute goods or services and the threats they may investment strategy. It additionally avoids reliance on represent for pricing or cost structures and the drivers offshore parents, owners, partners or investment of market growth or decline, including changes in an committees. industry’s structure, technology, regulation or PCG’s management team has a deep and extensive demographics. experience gained from a long-standing involvement Other due diligence includes management meetings, with the development of the private debt markets in site visits, and a review of quality of earnings reports. Europe, North America and Asia Pacific. The team has NZPDM’s analysis incorporates due diligence and close a history of working together over a number of years examination of legal risk, the environmental impact of and business cycles. It has built a network of prospective borrower’s operations and its policies and relationships with global, regional and local private practices around ESG, diversity and other working equity sponsors, private debt funds, advisors, banks, practices. lawyers, accountants, strategic consultants, borrowers and investors over a period of more than 30 years. NZPMD assesses transaction pricing, debt levels, financial aspects and projections, including sensitivity NZPDM was incorporated in October 2020 as a wholly- analysis, of the target borrower and its management owned subsidiary of PCG and represents the debt quality and depth. These findings are condensed into a management function within PCG. PCG’s management formal credit paper and recommendation to the IC for team is double hatted and sits within NZPDM to detailed discussion and final decision making. control the subsidiary’s activities. Page | 14 3. PCG DIVERSIFIED NEW ZEALAND PRIVATE DEBT FUND 3.1 TRUST DEED & PURPOSE 3.3 DESCRIPTION OF TRUST UNITS The Trust and the operation of the Trust are defined Units and governed by a Master Trust Deed and a Fund Once a subscription to the Trust has been accepted Establishment Deed (together, the "Trust Deeds"). and the Trust has received the relevant application The purpose of the Trust Deeds is to provide and money, prospective Unitholders will be issued Units by describe the rights and responsibilities and the full the Administrator. Each Unit represents, and is an terms and conditions related to the Trust and the equal interest in the assets of the Trust, and each Unit manner in which the Trust deals with matters such as in the Trust ranks pari passu with any and all other such Unitholder applications and redemptions, unit pricing, Units. asset valuation and distributions. Units do not represent a specific interest in a specific The documents define and capture the rights and Trust asset or investment. responsibilities of all parties to the Trust including the Issue, redemption, and transfer of Units Manager and the Trustee. New or increased applications may be accepted 3.2 INVESTOR ELIGIBILITY & APPLICATIONS; weekly. Units will be issued on the business day falling EXCLUSIVELY WHOLESALE INVESTORS immediately after the weekly valuation of Trust The Trust is structured exclusively for, and is offered investments that occurs on or after the later of: solely to, wholesale investors as defined in clause 3(2) ● the date on which the Manager accepts the or (3)(a) of schedule 1 of the FMC Act. application for Units; and The Trust has a minimum initial subscription allocation ● the date on which the application monies for for Units valued at NZ$125,000, however the Manager Units have been received by the Trustee. reserves the right to accept applications of different Subject to rounding, Units will be issued to the amounts at its sole discretion. potential investor based on the Issue Price as at that Applications are made by submitting a subscription weekly valuation date. agreement obtained from NZPDM. Subscription amounts received and pending the issue For an application to be considered and progressed, of Units will be held by the Trustee in a trust/capital unitholders must provide certain information as investment account established by the Trustee. required by the Manager. Information requirements Any interest earned on funds standing to the credit of will include IRD numbers, notified investor taxation such trust account will not be attributed to any rates and information as part of the Trust’s Common particular applicant and will be kept by the Trustee and Reporting Standard, and Anti-money laundering and paid into the Trust for the benefit of all Unitholders. counter-financing of terrorism obligations and The Manager must either issue Units or return the requirements, as well as customary safe harbour subscription amount to the relevant applicants within certificates and eligible investor certificates in 30 business days of the Trust receiving the monies. accordance with the FMC Act. Redemption of Units The Manager or Trustee may be required to, and if so requested will, provide to IRD, or any other relevant Other than during the period ending 12 months after government department or agency, information the Initial Close, Unitholders may request a regarding Unitholders, investments, income, or any redemption of some or all of their Units by submitting other information requested by those organisations. a Redemption Request to the Manager. The Manager may accept or reject any Redemption Request in its Page | 15 sole discretion and may choose to stagger or spread o a decision to terminate the Trust; redemptions. If the Manager accepts a Redemption o financial, political or economic conditions Request, redemption proceeds will be paid within 10 applying in respect of any relevant market business days of that Redemption Request being relating to the Trust's investments; accepted. o the nature of any Trust investment; o it being impracticable for the Manager to Units will be redeemed based on the unit value as at calculate the Net Asset Value of the Trust; the most recent weekly Valuation of Trust Assets (being o the Trust investments suspend, delay or restrict the Net Asset Value as at the most recent weekly the redemption, issue or payment of valuation date divided by the number of Units on issue redemption proceeds (as applicable), or are (as adjusted for any transaction costs and any unable to provide a withdrawal price; transaction allowance, as these shall be for the account o there have been, or the Manager reasonably of the Trust)). anticipates that there will be, Redemption Requests that involve realising a significant Without prejudice to the Manager's general discretion amount of the Trust’s portfolio and the to accept or reject any Redemption Request, the Manager considers that if those Redemption Manager may reject any Redemption Request if it Requests are all met immediately, other considers that it would be adverse to the interests of Unitholders may bear a disproportionate the remaining Unitholders to accept that Redemption burden of capital gains tax or other expenses, Request. or experience some disadvantage including by It is anticipated that Redemption Requests accepted by way of a material diminution in the value or the Manager may be satisfied from the following quality of the Trust’s investments or departure sources: from the Investment Strategy of the Trust; or o the occurrence or existence of any other ● additional funds from investors subscribing for circumstance or event and it is legally Units in the Trust; permitted for the Manager to do so, and, in ● the proceeds of the realisation of any Trust each case, the Manager considers (acting investments; reasonably) that it is not practicable to redeem ● funds borrowed by the Trust; and/or or repurchase or issue Units in the Trust or that ● in specie transfer of Units in any future fund that it would be in the general interests of all PCG, NZPDM or one of their affiliates provides Unitholders to suspend the redemption or investment management services to that may be issuance of Units. listed on the NZX exchange (a "PCG or NZPDM Listed Fund"), subject to applicable law and the The Manager is required to provide notice to NZX rules. Unitholders and the Trustee prior to any suspension. Suspension of redemption or issue of Units A Redemption Request lodged during any period when Without prejudice to the Manager's general discretion the redemption of Units is suspended, is taken to be to accept or reject any Redemption Request or lodged (but not accepted) the business day after the application for Units, the Manager may at any time end of the relevant suspension period. suspend the redemption or issue of Units in the Trust Transaction Costs for a period of up to 365 days, if: The Manager may determine an amount of transaction ● the Manager receives Redemption Requests costs as appropriate to applications and/or during any 3-month period that in aggregate relate redemptions for the purposes of ensuring that to more than 5% of the number of Units on issue; Unitholders are not actually or potentially adversely or impacted as a result of a redemption of or application ● by reason of: Page | 16 for units of the Trust. Such transaction costs will alter redemptions by transferring Units in a future PCG or the price at which Units are issued and redeemed. NZPDM Listed Fund that may be established to a redeeming Unitholder with an aggregate market value Transaction costs are estimates by the Manager of the equal to the relevant redemption amount. cost of investing application monies in the Trust or redeeming investments (as applicable) and other costs If a Unitholder receives such Units, the value at which (including administrative costs and compliance costs) they can be sold may vary depending on the market relating to the sale, redemption or issue of Units. These price of those Units. Any costs such as brokerage and amounts could include (without limitation): stamp registry fees, in respect of the transfers of Units in any duty, legal expenses, amounts incurred in connection PCG or NZPDM Listed Fund will be borne by with foreign exchange and currency hedging, lost Unitholders. interest or reduction in asset values from carrying 3.5 DISTRIBUTIONS values. Distribution Reinvestment Plan Transaction costs may be charged to ensure fair treatment of Unitholders and may be applied even A Unitholder may elect to participate in any distribution when assets do not need to be acquired or sold. reinvestment plan that is established by providing written notice to the Manager and the Administrator. Transfer of Units Under any distribution reinvestment plan, income There is unlikely to be a secondary market in Units. distributions will be reinvested in the Trust on behalf of However, Unitholders are able to transfer their Units the Unitholder and new Units will be issued to the subject to the Manager’s prior consent at its sole Unitholder. Units will be issued (and the applicable discretion. Transfers are not effective until entered into Issue Price calculated) on the business day following the register by the Administrator, and all amounts the end of the applicable Distribution Period (for payable in relation to a Unit will be paid to the distribution reinvestments). registered Unitholder from the time a transfer is Income Distributions recorded in the Trust register. The Manager intends to make monthly income Unit Price distributions to Unitholders, but may in its discretion Units will be issued weekly on a fully paid basis. set Distribution Periods of different durations. Annual distributions are expected to match the annual income The Issue Price for applications will be calculated as (net of fees and expenses) received by the Trust but follows: these will be paid solely at the discretion of the 𝑁𝑒𝑡 𝐴𝑠𝑠𝑒𝑡 𝑉𝑎𝑙𝑢𝑒 Manager and may depend on a number of factors, + 𝑡𝑟𝑎𝑛𝑠𝑎𝑐𝑡𝑖𝑜𝑛 𝑐𝑜𝑠𝑡𝑠 𝑁𝑢𝑚𝑏𝑒𝑟 𝑜𝑓 𝑈𝑛𝑖𝑡𝑠 𝑖𝑛 𝐼𝑠𝑠𝑢𝑒 including future earnings, capital requirements, financial conditions, future prospects, income tax The Issue Price in the case of a distribution requirements and any other factors that the Manager reinvestment will, for the avoidance of doubt, be deems relevant. calculated post income distribution. The Manager intends to make distribution payments The Unit price for the redemption of Units is calculated within 10 business days of the end of a Distribution as follows: Period. 𝑁𝑒𝑡 𝐴𝑠𝑠𝑒𝑡 𝑉𝑎𝑙𝑢𝑒 𝑁𝑢𝑚𝑏𝑒𝑟 𝑜𝑓 𝑈𝑛𝑖𝑡𝑠 𝑖𝑛 𝐼𝑠𝑠𝑢𝑒 − 𝑡𝑟𝑎𝑛𝑠𝑎𝑐𝑡𝑖𝑜𝑛 𝑐𝑜𝑠𝑡𝑠/𝑎𝑙𝑙𝑜𝑤𝑎𝑛𝑐𝑒 The calculation of a Unitholder’s income distribution in respect of a Distribution Period is generally as follows: 3.4 TRANSFER OF UNITS INTO A PCG OR NZPDM LISTED FUND A x (C/B), where: It is expected that all redemptions under the Trust will A is the number of Units in a class held by the be paid in cash. However, the Manager may satisfy Unitholder at the end of the Distribution Period; Page | 17 B is the number of Units in a class held by all A summary of such fees and costs is set out below. Unitholders at the end of the Distribution Period; Entry and Exit Fees C is the income available to be distributed for the Unitholders are not expected to be charged entry or Distribution Period for that class. redemption fees. However, transaction costs and Movements in NAV may also provide Trust income transaction allowance may be applied and reflected in reflecting realised and unrealised capital gains or losses the Unit price. on assets, calculated in accordance with New Zealand Management Fee and Trustee Fee GAAP. NZPDM will only make distributions from income in the form of interest and fee income received A management fee of 0.75% per annum of the Trust’s as cashflows. Net Asset Value (excluding undrawn loan commitments of the Trust) will be paid to the Manager by the Trust. Distributions will not be made on any unrealised capital gains and any realised capital gains will be retained in A fee will be payable to the Trustee and the the Trust for further investment. Administrator by the Trust in consideration for providing services to the Trust. Capital Distributions These fees will generally be calculated daily and The net proceeds from the maturity, repayment (part payable monthly in arrears from the Trust’s assets. or full), or sale of any Trust assets or the release of amounts from reserves for expected losses, will, at the Performance Related Fees Manager’s discretion, be retained in the Trust for further investment. NZPDM will not be charging performance related fees to the Trust. 3.6 VALUATION OF ASSETS NZPDM may amend the fees and costs that are payable The valuation of corporate loans reflects the fact that in connection with investing in the Trust, or charge such they are not generally available for sale and, as such, other fees, in each case, as permitted under the Trust are illiquid. Credit risk rather than market risk is the key Deeds. risk reflected in an asset’s valuation. Credit risk is assessed in terms of the probability that a borrower 3.8 OTHER COSTS may default, the estimated level of utilisation of a loan Costs at default and the anticipated loss given a default has occurred. The Trust will pay all establishment, transactional, operational and administrative costs associated with The valuation methods applied to value the Trust’s the Trust. assets and liabilities must be consistent with the range of ordinary commercial practice for valuing them and This includes without limitation third party service represent its assessment of current market value. provider costs, investment costs, transactional brokerage, clearing costs and other liabilities as NZPDM’s valuation methodologies are applied on a incurred by the Trust, including auditing, legal, tax consistent and ongoing basis. The adopted compliance, and any hedging costs. methodology is predicated off, and consistent with, best practice as defined in IFRS 9. Borrower Fees 3.7 EXPENSES & FEES All upfront, arrangement and establishment fees and amendment and waiver fees received by the Trust on There are a number of fees and costs associated with the Trust's investments will be distributed to investing in the Trust relating to investment Unitholders. management and other costs directly associated with the Trust. Page | 18 3.9 LEVERAGE In addition, the Administrator will provide unit registry services, including: The Trust may borrow funds from time to time as determined by the Manager in its sole discretion, ● processing of applications and redemptions; provided that the aggregate amount borrowed may not ● maintenance of the Trust’s register of Unitholders; (at the time at which any funds are borrowed), exceed ● payment of distributions; and 30% of the prevailing Net Asset Value. ● PIE Tax payments annually and on any redemption or transfer and otherwise as required. Trust Borrowings will be made for temporary liquidity or timing related purposes of the Trust. There is no 3.13 MANAGER AND TRUSTEE INDEMNITY intention for the Trust to operate with long-term debt AND LIABILITY or for it to leverage Unitholders’ interests in the Trust Each of the Manager and the Trustee is entitled to be on a long-term basis. indemnified in full, out of the assets of the Trust for any The Trust may enter into any hedging agreements, liability incurred by it in the proper performance of its including to hedge any foreign currency risks in respect duties, or powers in relation to the Trust, except for any of investments that are not denominated in NZ dollars. liability it suffers or incurs in connection with its gross negligence, fraud or wilful default. 3.10 REPORTS TO UNITHOLDERS 3.14 OTHER IMPORTANT TRUST INFORMATION The Trust intends that the Manager will prepare reports on a monthly, quarterly and annual basis to Documents available for inspection keep Unitholders informed about the current activities Copies of this document and the Trust Deeds together of the Trust, the performance of the Trust’s with the most recent audited accounts and annual investments and the investment outlook. report of the Trust (if any), may be obtained from PCG The annual accounts for the Trust will be audited. or NZPDM on request. 3.11 CUSTODIAL MATTERS Multiple Mandates The assets of the Trust will be held by or on behalf of PCG and NZPDM may have other investment the Trustee in accordance with the usual market management agreements with other funds or managed practice in New Zealand. accounts (separate to the Trust), each with its own investment mandate. Any cost incurred for this service will be borne by the Trust. Cash may also be held on deposit with one or PCG and NZPDM will make investment decisions in more New Zealand registered banks. respect of each mandate (including in respect of the Trust), having regard to its contractual and legal 3.12 ADMINISTRATOR obligations. Adminis NZ Limited has been appointed to manage the Specifically, where an asset becomes available to PCG core administrative functions of the Trust including: or NZPDM and that asset is available to, and within the unit pricing, accounting and fund registry. mandate and Investment Strategy of the Trust and The Manager outsources various administrative other funds managed by PCG and/or NZPDM, or one of services to the Administrator who incurs external costs their affiliates, PCG and NZPDM will seek, as far as on behalf of the Trust and is entitled to recover those practicable, to allocate the asset pro rata amongst the costs from the Trust. Trust and such other funds. The Administrator will value the Trust’s assets on a Anti-Money Laundering and Counter-Financing of weekly basis and will, as soon as it is practical, provide Terrorism these calculations to the Trust. The Anti-Money Laundering and Counter-Financing of Terrorism Act 2009 (“AML/CFT Act”) and other Page | 19 applicable anti-money laundering and counter or any other country, including the AML terrorism laws, regulations, rules and policies which Requirements; apply to the Manager (“AML Requirements”), regulate ii) where transactions are delayed, blocked, financial services and transactions in a way that is frozen or refused the Entities are not liable for designed to detect and prevent money laundering and any loss suffered (including consequential loss) terrorism financing. The AML/CFT Act as it relates to caused by reason of any action taken or not the Manager is enforced by the Financial Markets taken by them as contemplated above, or Authority. because of their compliance with the AML Requirements as they apply to the Trust; and In order to comply with AML Requirements, the iii) each of the Entities may from time to time Manager is required to, amongst other things: require additional information to assist in this ● verify prospective investor’s identity and, in some process. cases, the source of application monies, before The Entities have certain reporting obligations under being able to provide services to such investor, the AML Requirements and are prevented from and, to re-identify Unitholders if the Manager informing prospective investors that any such reporting considers it necessary to do so; and has taken place. Where required by law, any of the ● where a prospective investor supplies Entities may disclose the information gathered to documentation relating to the verification of regulatory or law enforcement agencies. The Entities identity, keep a record of this documentation for 7 are not liable for any loss suffered because of their years. compliance with the AML Requirements. The Manager and the Administrator as its agent Privacy (collectively the “Entities”) reserve the right to request such information as is necessary to verify a prospective The Manager collects information from prospective investor’s identity and the source of the payment. In investors in the application and any other relevant the event of delay or failure to produce this forms to be able to process an application, administer information, the Entities may refuse to accept an an investment and comply with any relevant laws. If application and the application monies relating to such such information is not provided to the Manager, the application or may suspend the payment of withdrawal Manager will not be able to do so. proceeds if necessary to comply with AML Privacy laws apply to the Manager’s handling of Requirements applicable to them. personal information and the Manager will collect, use Neither the Entities nor their delegates shall be liable and disclose personal information in accordance with to any prospective investor for any loss suffered the Manager’s privacy policy, which includes details because of the rejection or delay of any subscription or about the following matters: payment of withdrawal proceeds. The Entities have ● the kinds of personal information the Manager implemented several measures and controls to ensure collects and holds; they comply with their obligations under the AML ● how the Manager collects and holds personal Requirements, including carefully identifying and information; monitoring Unitholders. ● the purposes for which the Manager collects, Because of the implementation of these measures and holds, uses and discloses personal information; controls: ● how prospective investors and Unitholders may access personal information that the Manager i) transactions may be delayed, blocked, frozen holds and seek correction of such information or refused where an Entity has reasonable (note that exceptions apply in some grounds to believe that the transaction circumstances); breaches the law or sanctions of New Zealand ● the complaints procedure for any potential breach of the New Zealand Privacy Act 2020 that binds the Page | 20 Manager, and how the Manager will deal with US Tax Withholding and Reporting under the Foreign such a complaint; Account Tax Compliance Act (FATCA). ● whether the Manager is likely to disclose personal The United States of America has introduced rules information to overseas recipients and, if so, the (known as FATCA) which are intended to prevent US countries in which such recipients are likely to be persons from avoiding tax. Broadly, the rules may located if it is practicable for it to specify those require the Trust to report certain information to the countries. IRD, which may then pass the information on to the US Prospective investor’s information may also be Internal Revenue Service. disclosed to members of each of the Manager’s, the In order to comply with these obligations, the Manager Trustee’s or the Administrator’s group of companies will request and collect certain information and and to their agents and service providers on the basis undertake certain due diligence procedures to verify that they deal with such information in accordance FATCA status and provide information to the IRD in with the Manager’s, the Trustee's or the relation to financial information required by the IRD (if Administrator’s, (as applicable) privacy policy. any) in respect of any investment in the Trust. The Manager, the Trustee or Administrator, may need If a prospective investor or Unitholder does not provide to disclose such information to government entities the information requested by the Manager for FATCA and regulators as required by law. reporting purposes, we will not be able to process that Such information may also be used to inform application. prospective investors and Unitholders about Common Reporting Standard investment opportunities or other matters that the Manager thinks may be of interest. The New Zealand government has implemented the OECD Common Reporting Standards Automatic Contact the Manager to opt out of this provision. Exchange of Financial Account Information (“CRS”). The Manager’s privacy policy is available by contacting CRS, like the FATCA regime, requires banks and other the Manager. A copy of the Administrator’s privacy financial institutions to collect and report information policy is publicly available at www.adminis.co.nz. to the IRD. CRS requires certain financial institutions to report information regarding certain accounts to their 3.15 TAXES local tax authority and follow related due diligence The Trust is registered as a Foreign Investor Variable- procedures. Rate PIE. As a PIE, the Trust will attribute all its taxable The Trust is expected to be a ‘Financial Institution’ income (or losses) between the Unitholders based on under the CRS and intends to comply with its CRS the number of Units held by them. obligations by obtaining and reporting information on The Manager will calculate the tax payable on such relevant accounts to the IRD. income attributable to individual Unitholders based on For the Trust to comply with their obligations, the the prescribed investor rate (“PIR”) notified to the Manager will request the provision of certain Manager by the Unitholder. information and certifications. The Manager will The Trust’s tax liability is calculated by reference to determine whether the Trust is required to report such Unitholders’ PIRs and the amount of income that is details to the IRD based on our assessment of the attributed to Unitholders. Unitholders that do not relevant information received. The IRD may provide notify the Manager of their individual PIR will be taxed this information to other jurisdictions that have signed on the income attributed to them by the Trust at the the “CRS Competent Authority Agreement,” the default PIR of 28%. multilateral framework agreement that provides a mechanism to facilitate the automatic exchange of information in accordance with the CRS. Page | 21 4. PCG AND NZPDM TEAM NZPDM LEADERSHIP AND INVESTMENT TEAM The Leadership and Investment Team principals have developed experience in funds management, corporate finance, commercial and investment banking and regulatory compliance and registration over the past 30 years. This experience includes debt origination, debt structuring and portfolio risk management, including corporate restructuring and detailed engagements with various regulators. This specifically includes the establishment, structuring, investment and management of private debt portfolios. The Leadership Team principals within NZPDM are as follows: Andrew Golding ● Andrew was UK PE firm 3i Group’s first Banking Partner, establishing and leading the team responsible for debt capital raising across all of the firm’s extensive Buyout Chairman business. ● Andrew then set-up 3i’s debt management business and orchestrated its acquisition and integration of Mizuho Investment Management Limited, Mizuho Bank’s private debt platform. ● Prior to 3i, Andrew was Head of Leveraged Loans at Barclays Capital and Head of European Financial Sponsor Group Coverage at Bank of America. ● His private credit and banking experience extends to past Non -Executive Director positions at Alcentra Limited (Chair of Remuneration Committee), and UK bank Bira Bank (Senior Independent Director). Andrew is currently a member of the advisory board at Iberian SME direct lender Resilience Partners SL and a banking advisor to EU midcap PE Fund Volpi Capital. ● Andrew holds an MA (Oxon) in Modern History from Magdalen College, Oxford Paul Carman ● Paul’s expertise has been gained from extensive international roles, posts and engagements which include running the global sponsor and acquisition finance Founder & platform for Mizuho Bank with teams in London, New York, Hong Kong & Sydney. Managing Partner ● Paul worked as Chief Investment Officer of the Bank's third-party fund management business Mizuho Investment Management Ltd, where he was responsible for managing GBP 3.7b of private debt and private equity funds. He additionally led the platform’s fund structuring and capital raising activities. ● He was a member of Mizuho's Senior Management Regime staff in the UK and established and chaired the bank's diversity committee; this included being an initial signatory to the HM Treasury’s Women in Finance Charter. ● Paul graduated from Victoria University with a BA in Economics and Geography. Page | 22 John Ferrara ● John has worked throughout New Zealand and Australia, gaining a deep knowledge of the corporate and acquisition finance markets. Co-Founder & ● His most recent role with ASB involved responsibility for the structuring, credit Partner analysis and portfolio management of ASB’s leveraged and sponsor finance loans. ● John has built a substantial skillset from his roles with the Commonwealth Bank of Australia, Mizuho Bank and the National Australia Bank, working within the sponsor, institutional, corporate and commercial financing segments. ● He holds a MAppFin from Macquarie University and a BBus from Monash University. John Mowbray ● John is an experienced banker with strong risk management skills. He spent 16 years with Lloyds Banking Group in London, managing a portfolio of complex credit Investment Director situations consisting of private equity owned businesses and large corporates across a wide range of industries requiring the implementation of dynamic solutions and transaction skills to effectively manage risk and returns on capital. ● Before moving to the UK, John commenced his career in commercial banking with NZ bank, ANZ National Bank in their Commercial division. ● John holds a Bcom, from Otago University (Economics & Finance) 5. INVESTMENT RISKS 5.1 GENERAL RISKS Alternative Asset Risk Neither PCG, NZPDM, the Trustee nor any other party The Trust’s NAV and the value of Units may fall over the guarantee the performance of the Trust. short, medium or long term as a result of the Manager’s Investment Strategy as well as events outside the This document does not constitute investment, legal, Manager’s control. taxation or accounting advice of any kind or description and does not represent a recommendation by PCG, This may result in an investment in the Trust reducing NZPDM, the Trustee or any other party to invest in the and underperforming other asset classes over time. Trust. Prospective Unitholders should seek their own Credit Risk independent advice when determining whether or not to invest in the Trust and carefully consider the risks Credit Risk relates to a borrower’s ability to meet its associated with any investment in the Trust. contractual obligations under a loan agreement. The credit worthiness of the borrower may be impacted by 5.2 SPECIFIC RISKS changes in the market in which the borrower operates, Investing in the Trust exposes Unitholders to various the decisions its management team makes and the risks which may impact on either NAV or expected quality, price or volume of its products or services. returns or both. This Information Memorandum does Credit risk is dynamic and changes in line with the not purport to identify all of the possible risks associated financial performance and prospects of the borrower. with investing in the Trust. This may increase the default risk associated with a given investment by the Trust. Page | 23 Cyber Risk growing or in periods following concentration in the rate of asset reinvestment. The Trust, the parties to the Trust Deed and the Trust's underlying investments are at risk of data loss, business Foreign Exchange Risk disruption, fraud or other electronic damage arising The Trust will predominantly invest in NZD from an inability to identify or protect this data from a denominated investments. However, it may be exposed concerted online or systems related attack. to certain investments which are denominated in Default Risk foreign currencies. Whilst the Manager may use foreign exchange hedging strategies to limit the impact of any Default risk is the assessed probability that a borrower foreign currency exposures, investing in currencies will fail to meet its obligations. Prior to any investment other than NZD does create additional risk. and as part of its due diligence and investment process, the Manager will assess a borrower’s probability of Foreign currency values may be impacted by the default. monetary, political, regulatory and economic conditions prevailing in jurisdictions outside of New Zealand and Changes to the credit condition and prospects of a these might impact the value of the Trust’s investments. borrower may result in default risks increasing over time and this may impact the Trust’s NAV or expected Interest Rate Volatility Risk returns. Interest rates are cyclical and adjust in response to Distribution Risk changes in domestic price stability and employment rates. Changes to these variables determine the Distributions to Unitholders are limited to the income direction which the RBNZ will take in relation to its generated by the Trust’s assets. Income flows may not setting of monetary policy and interest rates. be consistent and this variability makes it difficult to accurately predict or sustain the amount of distributions Investments in the Trust will be structured with a margin which might be made over time. over a floating rate basis rather than a fixed rate of interest. Whilst this helps to insulate the Trust’s NAV Income generated on the Trust’s assets is subject to from the impact of risk of interest rate volatility, the deductions of the costs of administering the Trust and actual level of income generated by the Trust will be might be impacted by losses or value impairment on the impacted by changes to the level of market interest investments made by the Manager. rates. Economic Cycle Risk Investment Strategy and Portfolio Composition Risk Investments made by the Trust are subject to cycles in The manager may be unable to source sufficient economic activity. Economic activity is impacted by investment opportunities to fully execute its investment global, regional and domestic macroeconomic variables, strategy and this may result in an inability to fully deploy individual and aggregate government policies related to commitments in the Trust or an inability to meet the monetary and fiscal policy and unspecified or various diversification requirements of the Trust. unexpected events (including war and conflict). Legal & Regulatory Risk By making investments throughout the economic cycle the Trust’s investments may be subject to greater or The financial markets in which the Trust operates are lesser degrees of risk which may be difficult to predict. regulated and subject to increasing degrees of Investments are made with various maturity dates. The supervision, authorisation and disclosure. longer a loan is outstanding the greater the potential for Government policies which directly impact the it to be impacted by the economic cycle. Manager, the market in which it operates, the Trustee The Economic Cycle Risk effect is likely to be most or the Trust might have adverse impacts on the pronounced during periods where the fund size is underlying value of the Trust’s investments. Page | 24 Leverage Risk Manager Replacement and Key Person Provisions To the extent that the Trust uses leverage to fund The Manager of the Trust may be removed in investments, Unitholders interests would rank behind accordance with the Trust Deeds. In the event of such those of the loan provider. The Trust would be obliged an occurrence, the Trustee is obliged to use all to meet interest and principal payments to the lender reasonable endeavours to find a replacement Manager. as a priority to all other parties, including Unitholders. Were the Trustee to be unable to establish a replacement Manager, the Trust will be wound up. If the Trust was to experience losses on its Investments which impacted its ability to meet its obligations, then The Trust includes a Key Person provision. If triggered, the lender might choose to accelerate its claim over the and the Trustee determines that the remaining and/or assets and cashflows of the Trust. replacement directors and employees of the Manager are not satisfactory to it, then the Trustee may replace Liquidity Risk the Manager in accordance with the Trust Deeds. The investment strategy of the Trust is to invest in Multiple Fund Investment Risk private market assets. These might be less liquid than other types of exchange traded or listed investments. The Trust, together with other funds managed by PCG or NZPDM, may invest in either the same investment or A Unitholder’s ability to redeem their investment in the in different classes of debt investment to the same Trust may be restricted, especially if such a potential borrower or group of companies. redemption were to, or were deemed to, potentially have a negative impact upon remaining Unitholders. This can create a potential conflict of interest where investments are to be made, sold or following a Where redemptions are requested by a Unitholder, the borrower default. illiquid nature of the Trust assets and the lack of a secondary market for Unitholder’s interest may result in Policies and procedures have been adopted as part of the Manager being unable to accept such a request. PCG’s and NZPDM’s risk framework to ensure that any potential conflict of interest is managed in accordance Litigation Risk with a defined methodology. In the ordinary course of its business, the Trust may be Where an asset is purchased or sold by NZPDM this will involved or included in various forms of litigation. A be allocated and applied on a strict pro-rata basis to the claim which is brought against the Trust may create an investment capacity (in case of a purchase), or asset adverse impact either directly or indirectly on the Trust holding (in case of a sale). and its investments. Following any and all borrower defaults, senior ranking This may create an adverse impact to NAV, unit price investments will be paid out in priority to all remaining and distributions. classes of investment. The next most senior ranking Loss Given Default Risk investment will then be paid out in priority to all remaining classes of investment and this process will be If a borrower defaults, the Manager might not recover repeated until all proceeds have been applied. This may the full amount of its investment in the loan. Loss given result in a loss being incurred by one or more classes of default measures the amount of principal invested by investment. the Trust, which is considered to be at risk, were a borrower to default. Service Provider Risk The Loss given default is determined at the time of the The Trust relies on services provided by various third- initial investment, however, the amount of any actual party service providers including the Trustee and the loss following a default might be significantly different Administrator. to that initially forecast by the Manager. Service provider risk represents the risk that one or more of the third-party service providers is unable to Page | 25 perform the services for which it has been contracted by the Trust. Valuation Risk The investments made by the Trust are illiquid in nature and there are no active secondary markets in which the Manager is able to readily sell its investments. Valuation of these assets is predicated on widely recognised and adopted IFRS methodologies related to impairment. However, the Trust’s ability to achieve these values in the secondary market may fall short of the Manager’s valuation. This is likely to be pronounced in periods of significant market or economic volatility. Page | 26 6. SUBSCRIPTION AGREEMENT Page | 27 PCG Diversified New Zealand Private Debt Fund Application Form APPLICATION FORM PCG Diversified New Zealand Private Debt Fund SUBSCRIBER INSTRUCTIONS Please follow the below instructions and contact the Manager at: paul@privatecapitalgroup.co.nz if you have any questions. 1. Read this application form (including schedules) before signing. 2. Complete clause 4 (Application Moneys) in the application form. Please read this section carefully. 3. Complete the 'Subscriber's Details' and 'Additional contact details for receipt of duplicate information' sections in the application form. 4. Complete the Authorised Signatory List in Schedule 2. 5. Sign this application form (and provide a certified copy of the power of attorney if your attorney(s) is signing on your behalf). If you are a trust, all trustees of that trust must sign this application form. 6. Return this application form to the Manager as provided in clause 2 (Subscribing) of the application form with: (a) a completed and signed safe harbour certificate as per Schedule 3 and/or eligible investor certificate as per Schedule 4; and (b) all relevant identification information (including by way of Electronic Identity Verification) as provided for in Schedule 7. 7. If you are not the underlying investor, procure that the underlying investor completes and signs the undertakings in Schedule 5, and completes the relevant identification information confirmations in Schedule 7. 8. Complete the 'FATCA/CRS Tax Residency Self‑Certification Form' in Schedule 6. 9. Complete the relevant identification information confirmations in Schedule 7. Internal / processing use only Date: Checked by: Account number / Reference: Page | 28 PCG Diversified New Zealand Private Debt Fund Application Form 1. INTRODUCTION This application form ("Agreement") relates to the subscription for units in the PCG Diversified New Zealand Private Debt Fund (the "Trust"), an unregistered NZ-domiciled wholesale unit trust that intends to become a multi‑rate PIE for income tax purposes subject to all conditions and eligibility criteria under the PIE regime being met. New Zealand Private Debt Management Limited is the manager of the Trust (the "Manager") and has engaged Adminis NZ Limited (the "Registrar") as unit registry of the Trust. Public Trust is the trustee of the Trust (the "Trustee"). Applicants must review and consider carefully the Information Memorandum of the Trust (the "Information Memorandum"), the master trust deed dated 28 March 2022 between the Manager and the Trustee (the "Master Trust Deed") and the establishment deed dated 28 March 2022 between the Manager and the Trustee (the "Establishment Deed" and, together with the Master Trust Deed, the "Trust Deeds") prior to entering into this Agreement. Capitalised terms not defined in this Agreement have the meaning given to them in the Trust Deeds. 2. SUBSCRIBING If you decide to subscribe for units in the Trust ("Units"), please execute and return this Agreement to the Manager New Zealand Private Debt Management Limited Address: The Mountaineer, 32 Rees Street, Queenstown Email: paul@privatecapitalgroup.co.nz Telephone: 0273400929 If you decide not to subscribe or your subscription is not accepted, please promptly return this Agreement and any other documents relating to the Trust to the above address. You agree that it is your responsibility to contact the Manager to ascertain the status of your subscription and you cannot assume your subscription has been successful until you receive confirmation from the Manager. 3. ONGOING ENQUIRIES Please direct any enquiries to the Manager: New Zealand Private Debt Management Limited Address: The Mountaineer, 32 Rees Street, Queenstown Email: paul@privatecapitalgroup.co.nz Telephone: 0273400929 Page | 29 PCG Diversified New Zealand Private Debt Fund Application Form 4. APPLICATION MONEYS (a) The undersigned subscriber ("Subscriber" or "you") unconditionally and irrevocably agrees to subscribe: NZ$ ("Application Moneys"), to the Trust or such lesser amount as notified by the Manager pursuant to Schedule 1 of this Agreement to be called and paid pursuant to the Trust Deeds and this Application Form; (b) The minimum subscription amount of each Subscriber is NZ$125,000 unless otherwise agreed by the Manager (at its direction). 5. PAYMENTS You must pay the Application Moneys to the Trust. If your Agreement has been accepted and the Application Moneys have been received by the Trustee, then you will be issued Units on the relevant Issuance Date in accordance with the Trust Deed. The Manager will notify you of the number of Units issued to you. The Trustee must receive payment of your Application Moneys into the bank account notified to you by the Manager in freely available, cleared funds: Cheques will not be accepted. 6. AGREEMENT The Subscriber represents to the Trustee, the Manager and Private Capital Group Limited ("Issuers") that it has read and understood the Trust Deeds and this Agreement (the Trust Deeds and this Agreement, together, being the "Constituent Documents"), and the Information Memorandum in their entirety and agrees with the Issuers to be bound by the terms set out therein. For the purposes of Part 2, Subpart 1 of the Contract and Commercial Law Act 2017, this deed poll is for the benefit of, and is intended to be enforceable by, each Issuer. Page | 30 PCG Diversified New Zealand Private Debt Fund Application Form Executed as a deed poll Date: For Companies (duplicate signature pages as required (e.g. where the Subscriber is a trust and the trustees of that trust include multiple companies) Executed by (Name of Subscriber) (Capacity of Subscriber e.g. trustee of ABC trust) In accordance with section 180 of the Companies Act 1993 Signature of Director Signature of Director Name of Director (print) Name of Director (Print) if needed Signature of Witness (print) Name of Witness (Print) Occupation of Witness (print) Address of Witness (print) Page | 31 PCG Diversified New Zealand Private Debt Fund Application Form For Individuals (duplicate signature pages as required (e.g. where the Subscriber is a trust and the trustees of that trust include multiple individuals) Signed sealed and delivered by Name of Subscriber (print) (Capacity of Subscriber e.g. trustee of ABC trust) in the presence of Signature of Witness (print) Name of Witness (Print) Occupation of Witness (print) Address of Witness (print) Subscriber's Details Subscriber's Address (line 1) Subscriber's Address (line 2) City/Suburb Post Code Name of key contact person for Subscriber Telephone/Mobile Number/s _ Subscriber's IRD Number Subscriber's Email Address Subscriber's PIR Page | 32 PCG Diversified New Zealand Private Debt Fund Application Form Distributions Distribution Election: Cash Reinvestment Pay distributions from the Trust to Subscriber. (Note: We will only pay cash proceeds to a bank account in the name(s) of the subscriber(s). We will not make any payments into third party bank accounts.): Account Name Name of Financial Institution Account Number Branch Name Additional Contact Details for Receipt of Duplicate Information All correspondence will be sent to the Subscriber in addition to any other email contacts listed below. Name Email Address Name Email Address Name Email Address Page | 33 PCG Diversified New Zealand Private Debt Fund Application Form Agreement is a wholesale investor (as SCHEDULE 1 – REPRESENTATIONS, defined in clause 3 of schedule 1 of the WARRANTIES AND DECLARATIONS FMC Act) and the Units are being acquired for your own account for investment By signing this Agreement, you are making the purposes unless otherwise disclosed to following representations, warranties and (and agreed by) the Manager in writing. declarations to the Issuers and you agree with the Issuers to be bound by this Agreement. (h) You confirm that you have the financial Terms not defined in this Agreement have the capacity to hold the Units for the term of the same meaning as in the Trust Deeds unless Trust and bear associated risks and otherwise specified or the context requires obligations. otherwise. (i) You confirm that all details in this 1. Representations and warranties Agreement are true and correct as of the date hereof. 1.1 Capacity, powers and terms 1.2 Sophisticated investor with (a) You have read and agree to be bound by understanding the Constituent Documents as amended from time to time. You are a sophisticated investor and acknowledge that: (b) You have the power and authority to execute, deliver and perform your (a) an investment in the Trust is speculative obligations under the Constituent and subject to risk including loss of all Documents and to subscribe for the Units invested capital; hereunder. (b) an investment in the Trust is illiquid; and (c) The execution and delivery of the Constituent Documents will not conflict with, (c) there can be no expectation of returns other or result in any default under, any provision than through the distribution of proceeds of any agreement or instrument to which from the realisation of portfolio investments, you are bound. and you have taken this into account in deciding to invest. (d) If you are signing this Agreement under power of attorney, you declare that you 1.3 Reliance have not received notice of revocation of that power (a certified copy of the power of You acknowledge and understand that you have attorney must be submitted with this relied in every respect on your own independent Agreement). investigation, enquiries and appraisals in deciding to subscribe for Units and you have not (e) If you are the sole signatory signing on relied on any representations or warranties behalf of a company, you declare that you made by the Issuers or any of their respective are signing as a sole director and secretary officers, directors, advisers, associates, affiliates of the company. or representatives (including placement agents and legal counsel) (each a Relevant Person) in (f) The Constituent Documents are your legal, connection with the Trust or the performance of valid and binding obligations, enforceable the Trust other than those contained in the against you in accordance with their Constituent Documents and Information respective terms. Memorandum. (g) You and any person that subscribes for or acquires Units on your behalf under this Page | 34 PCG Diversified New Zealand Private Debt Fund Application Form 1.4 Safe harbour certificate and eligible We may not be able to process or accept investor certificate your application or you may be compulsorily redeemed or repurchased from the Trust in (a) You have provided the Manager with a safe accordance with the Constituent harbour certificate in the form under Documents if you do not provide this and Schedule 3 and/or an eligible investor other information required under the certificate in the form under Schedule 4. Constituent Documents or to comply with applicable laws. (b) You agree to provide the Manager with any replacement or additional safe harbour (b) You agree that Relevant Persons and their certificate in the form under Schedule 3 service providers may disclose any of the and/or eligible investor certificate in the information contained in this Agreement form under Schedule 4 (as such forms may and any other information you furnish to be updated from time to time to comply with any of them to their agents, contractors or law) no later than two years after the date third party service providers as otherwise on which the original certificate was required or permitted by law and permitted provided pursuant to paragraph (a) above under the Constituent Documents. and no later than two years after the date on which any subsequent certificate was (c) If you do not provide the Issuers with your provided pursuant to this paragraph (b) or IRD number within 6 weeks of becoming a as otherwise may be requested by the Unitholder, the Issuers must close your Manager from time to time. account and you will be removed as a Unitholder. If you do not provide the 2. Confidentiality Trustee with your Prescribed Investor Rate ("PIR"), you will be taxed on income You agree that you shall not disclose or cause to attributable to you by the Trust at the be disclosed any confidential proprietary default rate of 28% or other rate as required information concerning the Trust or Relevant by the tax legislation. Persons to any person or use any such confidential information for your own purposes (d) You agree to provide the Issuers with any or your own account, except as permitted under information they reasonably request to the Constituent Documents or with the assist them in fulfilling their tax or legal Manager's prior written consent. obligations and in connection with obtaining any exemption, reduction or refund of any 3. Personal Information withholding or other taxes imposed upon an Issuer or the Trust. (a) You agree to us collecting, holding and using your personal information and 4. Covenants and declarations consent to it being used for: (a) You agree that the obligation under the (i) administration purposes and in relation Trust Deeds to pay or indemnify any to your holding and all transactions amounts that an Issuer is required to relating to the holding and for providing withhold or pay with respect to you or on or marketing products and services to your behalf will survive your withdrawal you; from the Trust or the termination or dissolution of the Trust. (ii) ensuring compliance with all applicable regulatory or legal requirements; and (b) You acknowledge and agree that the Manager reserves the right in its absolute (iii) any other purpose prescribed in the discretion to allocate Units or to not accept Constituent Documents. or to scale back an application for Units in Page | 35 PCG Diversified New Zealand Private Debt Fund Application Form its absolute discretion and to cancel the 6. Additional subscriptions offer of Units. You agree that: (c) You acknowledge and agree that to the extent there is any variance or (a) all of the representations and warranties inconsistency between any of the Trust contained in this Agreement are deemed Deeds or any other document or agreement repeated and reaffirmed by you on each relating to the Trust, the Trust Deeds shall date that you make an additional prevail. subscription; (d) You acknowledge and agree that (b) all of your covenants and agreements application monies will be held in an contained in this Agreement apply with account which may be interest bearing until respect to such additional subscription; and invested in the Trust (or returned to you). Interest (if any) will be paid to the Trust. (c) you must notify the Issuers if you are not able to repeat and reaffirm the 5. Prevention of money laundering representations and warranties in the Trust Deeds or such representations and (a) In order to comply with the Anti‑Money warranties cease to be true. Laundering and Counter Financing of Terrorism Act 2009 and related laws and 7. Amendments and waivers regulations ("AML/CFT Law"), you agree to provide us with all true and correct This Agreement may be amended and any information and assistance that we may provision may be waived (either generally or in a request in order for us to comply with any particular instance and either retroactively or AML/CFT Law. The Issuers each reserve prospectively) only with the written consent of the right to request or re‑verify such you and the Issuers. information as is necessary to meet this obligation and may, without liability to you, 8. Survival of representations and decide to delay or refuse any request or warranties; Indemnity transaction if it is concerned that the request or transaction may breach any (a) You indemnify, keep indemnified and hold obligation of AML/CFT Law. harmless the Trust and each Relevant Person from and against any and all claims, (b) You represent that the Units are or will be liabilities and direct and indirect losses purchased with funds that are from relating to or arising out of any breach of legitimate sources. You are not aware and any representation, warranty or declaration have no reason to suspect: made by you in this Agreement or in any other document provided by you to the (i) that the monies used to fund your Issuers in connection with your investment, investment in the Trust have been or or any failure to fulfil any covenants or will be derived from or related to agreements contained in the Constituent proceeds of crime, money laundering, Documents. terrorism financing or similar activities illegal under applicable laws or (b) You confirm your obligation under the Trust regulations or otherwise prohibited Deeds to pay or indemnify any amounts under any international convention or that the Manager is required to withhold or agreement; and pay with respect to you or on your behalf. You agree that this obligation will survive (ii) the proceeds of your investment in the your withdrawal from the Trust or the Trust will not be used to finance any termination or dissolution of the Trust. illegal activities. Page | 36 PCG Diversified New Zealand Private Debt Fund Application Form 9. Authorised signatories (c) All nominees shall take all reasonable efforts to procure that the underlying We require at least two contacts in case the subscriber makes the undertakings in primary contact is not available. Schedule 2 Schedule 5, but also acknowledging that contains the names of people authorised by you nominees are liable to the Issuers to give and receive instructions between the regardless of whether underlying Issuers and you, together with their respective subscribers make the undertakings in signatures (Authorised Persons). You may, as Schedule 5. an alternative to completing Schedule 2, provide us with a list of Authorised Persons 12. Deemed Exit Request together with their respective signatures provided that you agree to be bound by (a) Notwithstanding any other provisions in the paragraphs (d) and (e) of Schedule 2. Constituent Documents to the contrary, if Additional people may become, and people may you do not comply with clause 4 cease to be, Authorised Persons if you give (Application Moneys) or clause 5 written notice to the Issuers signed by one or (Payments) of this Agreement or clause 1.4 more Authorised Persons. (Safe harbour certificate and eligible investor certificate), clause 3(c) (Personal 10. Transfer and assignments information) or clause 5 (Prevention of money laundering) of this Schedule 1, then (a) You understand and acknowledge that the Manager shall have full discretion to Units can only be transferred, redeemed make an Exit Request on your behalf in and/or repurchased subject to the respect of, or to require a redemption, Constituent Documents. repurchase, transfer or Switch of, Units held by you. (b) You agree that neither this Agreement, nor any of your obligations, rights or interests (b) In the event of the Manager exercising a contained in this Agreement or any discretion under paragraph (a) above: Constituent Document, are transferable or assignable except in a manner permitted (i) you shall be deemed to have under the Constituent Documents. authorised the Manager to act on your behalf in respect of that sale or 11. Subscribing for Units on behalf of redemption and to execute all another necessary documents for the purpose of that sale or redemption; (a) If you are subscribing for Units as nominee, you understand and acknowledge that the (ii) (subject to paragraph (iii) below) the representations, warranties and Manager shall account to you for the agreements made herein are made by you net proceeds of sale or redemption of on behalf of all underlying subscribers for the Units (after deduction of any whom you act as nominee. Transaction Allowance and any reasonable costs or expenses (b) All nominees confirm they have all requisite (including administrative costs, power and authority from such underlying compliance costs and any other costs subscriber to execute and perform the related to compliance with "know your obligations under this Agreement. If you customer" procedures and are not subscribing for Units on your own requirements) relating to the sale or account, you agree to provide any redemption of your Units); additional documents and information that the Manager may reasonably request. (iii) the Manager may, in its sole discretion, determine that it is in the best interests of Unitholders to defer Page | 37 PCG Diversified New Zealand Private Debt Fund Application Form immediate payment to you of the 16. Entire Agreement amount owed in respect of such Units, provided that the relevant unpaid Unless both Issuers specifically in writing agree amount shall be held on trust for you. otherwise, the Constituent Documents and any The Exit Amount will be determined other agreement expressed to govern your (taking into account paragraph (ii) investment in the Trust, contain the entire above) on the date of the relevant agreement of the parties with respect to the repurchase or redemption (not the Subscriber's Unit, and there are no date of payment) and payment to you representations, covenants or other agreements will be made as the Manager except as stated or referred to herein. reasonably determines; and 17. Termination (iv) the title of a purchaser of any Units sold pursuant to this clause 12 shall You agree that, except as permitted by not be affected by any irregularity or applicable law or as otherwise provided herein, invalidity in the exercise of the power you may not cancel, terminate or revoke this of sale or the sale itself. Agreement or any agreement made hereunder, and that this Agreement (including the 13. Limitation of liability representations, warranties and covenants made in it) shall survive your death or legal Each Issuer enters into this Agreement only in disability and shall be binding upon your heirs, its respective capacity as manager or trustee of executors, administrators, successors and the Trust (as the case may be). You agree not to assigns. bring proceedings against an Issuer in its personal capacity or seek to wind up, dissolve or appoint an administrator, manager, receiver, liquidator or similar to an Issuer or its assets except to the extent allowed under the Trust Deeds. You agree that any liability of each Issuer is several and not joint. 14. Notices All notices, requests, demands, approvals and other communications provided for in this Agreement must be given in accordance with the Trust Deeds to the address provided in the Subscriber's Details. You agree and consent to receiving notices, requests, demands, approvals and other communications electronically. 15. Applicable Law This Agreement and the rights and obligations of the parties hereto shall be interpreted and enforced in accordance with and governed by the laws of New Zealand. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New Zealand. Page | 38 PCG Diversified New Zealand Private Debt Fund Application Form SCHEDULE 2 – AUTHORISED SIGNATORY (d) You hereby irrevocably ratify every action LIST taken by the Authorised Persons and agree that you and every person claiming through Please ensure you have at least one alternative or under you will have no claim against the contact. Trust, the Manager or Unitholders in the Trust regarding any action or payment (a) Until you advise in writing to the contrary, made or purporting to be made to or at the the people listed below (Authorised direction of the Authorised Persons. Persons) can: (e) During the term of the appointment of the > apply for a Unit and sign all documents Authorised Persons and thereafter, you necessary for that purpose; agree to release, discharge and indemnify the Issuers (as applicable) from and against > inform the Issuers in writing of all actions, proceedings, claims, losses changes to details in your account/s; and/or other liabilities incurred directly or and indirectly as a result of the appointment of the Authorised Persons. However, the > close your accounts. Issuers remain liable for any loss to the extent provided for in the Constituent (b) Authorised Persons may not delegate their Documents. powers and duties to any other person. (f) The Issuers may, after 14 days written (c) If Authorised Persons are a company or notice, vary these conditions or cancel this partnership, the powers vested in the appointment. Authorised Persons will extend to any director, partner or authorised officer of the (g) You appoint Authorised Persons(s) with agent once the Issuers receive the respect to the above conditions. appropriate documentation. Subscriber's name: NAME SIGNATURE Page | 39 PCG Diversified New Zealand Private Debt Fund Application Form THIS SCHEDULE 3 MUST BE PRINTED AND RETURNED AS A SEPARATE DOCUMENT SCHEDULE 3 – SAFE HARBOUR CERTIFICATE Certifying that the investor is an investment business / meets the investment activity criteria / is large / is a government agency Under clause 44 of Schedule 1 of the Financial Markets Conduct Act 2013 ("FMCA") INVESTOR NAME(S): INVESTOR(S) RESIDENTIAL ADDRESS OR (IF A BODY CORPORATE OR AGENCY) REGISTERED OFFICE This certificate is given to and may be relied on by New Zealand Private Debt Management Limited, Private Capital Group Limited and Public Trust (the "Issuers"). Warning statement under clause 48 of Schedule 8 of the Financial Markets Conduct Regulations 2014 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 Certification by natural person(s) I/We hereby certify that I am/we are a wholesale investor within the meaning of clause 3(2) of Schedule 1 of the FMCA by virtue of being in the category or categories I/we have selected in the following table. OR Page | 40 PCG Diversified New Zealand Private Debt Fund Application Form Certification on behalf of a body corporate or agency I, being the director (or person of equivalent position) named below of the above named investor hereby certify on its behalf that it is a wholesale investor within the meaning of clause 3(2) of Schedule 1 of the FMCA by virtue of being in the category or categories I have selected in the following table. INVESTOR ENTER ✓ FOR ELIGIBILITY TEST TYPE APPLICABLE CATEGORIES Investment An entity whose principal business consists of 1 or more of the following: business (i) Investing in financial products (ii) Acting as an underwriter (iii) Providing a financial advice service (iv) Providing a client money or property service (v) Trading in financial products on behalf of other persons Note: excludes an entity established or acquired with a view to using it as an entity to which offers of financial products may be made in reliance upon the exclusion under this category Registered bank Non‑bank deposit taker Licensed insurer Manager of a registered scheme, or discretionary investment management service, that holds a market services licence Derivatives issuer that holds a market services licence A financial adviser Investor who Person who owns or at any time during the 2‑year period immediately meets the before the date of this certificate has owned, a portfolio of specified investment financial products of a value of at least NZ$1,000,000 (in aggregate) activity criteria Person who has, during the 2‑year period immediately before the date of this certificate, carried out 1 or more transactions to acquire specified financial products where the amount payable under those transactions (in aggregate) is at least NZ$1,000,000 and the other parties to the transaction are not associated persons of the person Person who is an individual who has, within the last 10 years immediately before the date of this certificate, 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 As at the last day of each of the two most recently completed financial years of the person immediately before the date of this certificate, the net assets of the person and the entities controlled by the person exceeded NZ$5,000,000 In each of the two most recently completed financial years of the person immediately before the date of this certificate, the total consolidated Page | 41 PCG Diversified New Zealand Private Debt Fund Application Form INVESTOR ENTER ✓ FOR ELIGIBILITY TEST TYPE APPLICABLE CATEGORIES turnover of the person and the entities controlled by the person exceeded NZ$5,000,000 Government Any of the following: agency (i) Public service agency as defined in section 5 of the Public Service Act 2020 (ii) Crown entity under section 7 of the Crown Entities Act 2004 (iii) Local authority (iv) State enterprise (within the meaning of section 2 of the State- Owned Enterprises Act 1986) (v) Reserve Bank (vi) 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) * For further details of any terms used in the above table, please refer to the Financial Markets Conduct Act 2013. Certifications, Acknowledgments and Undertakings I/We/The body corporate (as applicable) certify that I/we/the body corporate (as applicable) understand the consequences of certifying myself/ourselves or itself to be a wholesale investor. These consequences may include, but are not limited to: (i) not receiving all of the information typically contained within financial product offer documents, where such documents are intended to facilitate informed decision making by, and ensure that material matters are disclosed to, investors; (ii) offers not being subject to the same legal criteria as regulated offers made to retail investors (such as disclosure of information, governance arrangements, marketing); (iii) financial products being potentially of higher risk, volatility and illiquidity; (iv) lack of ability to submit a claim to an external dispute resolution scheme in regard to offers made to wholesale investors; (v) potentially less oversight by regulatory bodies such as the Financial Markets Authority; and (vi) potential fines as outlined above for false or misleading statements in the certificate. I/We/The body corporate (as applicable) claim that the wholesale investor criteria are met on the following grounds (Note: specify why you consider you meet the relevant criteria above): Page | 42 PCG Diversified New Zealand Private Debt Fund Application Form I/We/The body corporate (as applicable) undertake to notify the Issuers if I/we/the body corporate or agency (as applicable) no longer meet the above specified wholesale investor criteria. I/We/The body corporate (as applicable) undertake to provide the Issuers, if at any time required by an Issuer, additional evidence as reasonably required to confirm the wholesale investor status. If this certificate has been given on behalf of a body corporate or agency, I, as a director (or person of equivalent position) of that body corporate or agency, undertake that I have been duly authorised by that body corporate or agency to give this certificate on its behalf. Signature Signature Print Name Print Name Page | 43 PCG Diversified New Zealand Private Debt Fund Application Form Corporate or agency title (if applicable) Corporate or agency title (if applicable) Date (dd/mm/yyyy) Date (dd/mm/yyyy) Page | 44 PCG Diversified New Zealand Private Debt Fund Application Form THIS SCHEDULE 4 MUST BE PRINTED AND RETURNED AS A SEPARATE DOCUMENT SCHEDULE 4 – ELIGIBLE INVESTOR CERTIFICATE Certifying that the investor is an eligible investor Under clause 41 of Schedule 1 of the Financial Markets Conduct Act 2013 ("FMCA") INVESTOR NAME(S): INVESTOR(S) RESIDENTIAL ADDRESS OR (IF A BODY CORPORATE OR AGENCY) REGISTERED OFFICE This certificate is given to and may be relied on by New Zealand Private Debt Management Limited, Private Capital Group Limited and Public Trust (the "Issuers"). Warning statement under clause 47 of Schedule 8 of the Financial Markets Conduct Regulations 2014 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 Certification by natural person(s) I/We hereby certify that I am/we are an eligible investor (within the meaning of clause 41 of Schedule 1 of the FMCA) in relation to the offer of managed investment products pursuant to the Constituent Page | 45 PCG Diversified New Zealand Private Debt Fund Application Form Documents and the other transactions contemplated by the Constituent Documents (such offer and all such transactions, together, being the "Transactions"). OR Certification on behalf of a body corporate or agency I, being the director (or person of equivalent position) named below of the above named investor hereby certify on its behalf that it is an eligible investor (within the meaning of clause 41 of Schedule 1 of the FMCA) in relation to the offer of managed investment products pursuant to the Constituent Documents and the other transactions contemplated by the Constituent Documents (such offer and all such transactions, together, being the "Transactions"). Certifications, Acknowledgments and Undertakings I/We/The body corporate (as applicable, the "Investor") certify that the Investor: (a) has previous experience in acquiring or disposing of financial products that allows the Investor to assess: (i) the merits of the Transactions (including assessing the value and risks of the financial products involved); (ii) the Investor's own information needs in relation to the Transactions; and (iii) the adequacy of the information provided by any person involved in the Transactions; and (b) understand the consequences of certifying myself/ourselves or itself to be an eligible investor (within the meaning of clause 41 of Schedule 1 of the FMCA). These consequences may include, but are not limited to: (i) not receiving all of the information typically contained within financial product offer documents, where such documents are intended to facilitate informed decision making by, and ensure that material matters are disclosed to, investors; (ii) offers not being subject to the same legal criteria as regulated offers made to retail investors (such as disclosure of information, governance arrangements, marketing); (iii) financial products being potentially of higher risk, volatility and illiquidity; (iv) lack of ability to submit a claim to an external dispute resolution scheme in regard to offers made to wholesale investors; (v) potentially less oversight by regulatory bodies such as the Financial Markets Authority; and (vi) potential fines as outlined above for false or misleading statements in the certificate. The Investor's certifications above are provided on the basis that (Note: please insert a statement outlining the ground on which the Investor provides these certifications): _ _ Page | 46 PCG Diversified New Zealand Private Debt Fund Application Form The Investor has been advised in relation to this certificate by the following law firm, qualified statutory accountant, or authorised financial adviser ("Adviser"): _ Name of law firm, qualified statutory accountant, or authorised financial adviser The Investor's Adviser is a (delete two): Law firm / qualified statutory accountant / authorised financial adviser. The Investor confirms that the consequences of certifying the Investor as an eligible investor under clause 41 of schedule 1 of the FMCA have been explained the Investor by the Investor's Adviser. The Investor undertakes to provide the Issuers, if at any time required by an Issuer, additional evidence as reasonably required to confirm the eligible investor status. If this certificate has been given on behalf of a body corporate or agency, I, as a director (or person of equivalent position) of that body corporate or agency, undertake that I have been duly authorised by that body corporate or agency to give this certificate on its behalf. Page | 47 PCG Diversified New Zealand Private Debt Fund Application Form Signature Signature Print Name Print Name Corporate or agency title (if applicable) Corporate or agency title (if applicable) Date (dd/mm/yyyy) Date (dd/mm/yyyy) Page | 48 PCG Diversified New Zealand Private Debt Fund Application Form CERTIFICATE CONFIRMATION I am a (delete two) Lawyer / qualified statutory accountant / authorised financial adviser ("Adviser"), employed by: Firm at which Adviser works This confirmation is made for the purposes of clause 43 of Schedule 1 to the Financial Markets Conduct Act 2013 in respect of the following investor(s) (the "Investor"): Name of investor(s) or company to which this certificate relates Having considered the grounds for the Investor's certification, I confirm that: (a) I am satisfied that the Investor has been sufficiently advised of the consequences of the certification; (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; (c) I have not, within the two years immediately prior to the date of this certification, provided professional services to an Issuer; and (d) I am not an associated person (as defined in the FMCA) of an Issuer. Confirmed by Adviser: Signature of Adviser Name of Adviser Date Page | 49 PCG Diversified New Zealand Private Debt Fund Application Form this Agreement but fails to pay on the SCHEDULE 5 – INVESTOR’S date that such payment falls due; and UNDERTAKINGS (v) indemnifies and holds the Issuers (a) By signing this Schedule 5, harmless against any loss, expense, ("Investor"): liability or damage suffered by the Issuers in connection with a breach of (i) confirms that it is the underlying the Subscriber’s obligations under this investor in respect of this Agreement; Agreement. (ii) will properly and lawfully instruct the (b) Clauses 1 (Representations and Subscriber for the purposes of the Warranties) and 13 (Limitation of Subscriber satisfying its obligations Liability) of Schedule 1 of this Agreement under this Agreement; apply to the Investor. (iii) guarantees the performance of the (c) Capitalised terms in this Schedule 5 that Subscriber’s duties and obligations are not defined have the same meaning as under this Agreement; in the Agreement. (iv) will immediately pay any amount that the Subscriber is obliged to pay under Subscriber's Details Investor's Address (line 1) Investor's Address (line 2) City/Suburb Post Code Telephone/Mobil Number/s Facsimile Number Investor's IRD Number Investor's Email Address Page | 50 PCG Diversified New Zealand Private Debt Fund Application Form Executed For and On Behalf of: Name of Party (Print) Date (dd/mm/yyyy) Signature (e.g. Director) Signature (e.g. Director/Secretary) Capacity of Party (e.g. trustee of ABC trust) Page | 51 PCG Diversified New Zealand Private Debt Fund Application Form SCHEDULE 6 – FATCA/CRS TAX RESIDENCY SELF-CERTIFICATION FORM Regulations based on the OECD Common Reporting Standard ("CRS") and the Foreign Account Tax Compliance Act ("FATCA") under an agreement between New Zealand and the United States require Financial Institutions ("FIs") to collect and report certain information about an account holder’s tax residency. If the account holder’s tax residence is located outside the country where the FI maintaining the account is located, we may be legally obliged to pass on the information in this Agreement and other financial information with respect to your financial accounts to the New Zealand Inland Revenue Department ("IRD"). The IRD may exchange this information with tax authorities of other jurisdictions. For more information, refer to the IRD website: https://www.ird.govt.nz/international‑tax/exchange‑of‑information/crs/aeoi‑and‑crs; the Organisation for Economic Co‑operation and Development ("OECD") https://www.oecd.org/tax/automatic‑exchange/. Section 1 – INDIVIDUAL INVESTORS (including surviving joint holders from question 2C) TO COMPLETE THIS SECTION 1A Is this investment held on behalf of another individual, i.e. does the account designation include a reference to one or more individuals (e.g. a child or children, an adult or a bankrupt individual) as being the beneficial owner? No – The account is held solely for the benefit of the registered holders who is/are individuals Yes – The account is held for the benefit of one or more individuals In both cases, go to question 1B 1B Is/are the individual/s from question 1A or question 2C a tax resident of a country other than New Zealand? No – All of the individuals are solely New Zealand tax residents Your certification is complete once you sign at Section 5 Yes – One or more of the individuals are tax residents of a foreign country Go to question 4C Section 2 – ALL OTHER INVESTORS TO COMPLETE THIS SECTION 2A Is this investment held on behalf of a New Zealand superannuation fund, retirement or pension fund? No – Go to question 2B Yes – what is the IRD number of the Fund? Your certification is complete once you sign at Section 5 Page | 52 PCG Diversified New Zealand Private Debt Fund Application Form 2B Is this investment held by a person/s or an entity acting in the capacity of executor or administrator of a deceased estate? No – Go to question 2C Yes – Have you previously provided proof of death documents such as: a certified copy of the death certificate, a Grant of Probate, or Letter of Administration? No, I have attached proof of death Yes – I have previously provided proof of death What is the name of the deceased person? Your certification is complete once you sign at Section 5 2C Is this investment held jointly by one or more living individuals or entities (the survivor/s) and one or more deceased persons (the deceased)? No – Go to question 2D Yes – Have you previously provided proof of death documents such as: a certified copy of the death certificate, a Grant of Probate, or Letter of Administration? No, I have attached proof of death Yes – I have previously provided proof of death What is the name of the deceased person? In relation to the surviving joint holder/s, please go to question 1B if an individual or go to Section 3 if an entity Page | 53 PCG Diversified New Zealand Private Debt Fund Application Form 2D Is this investment held by a public listed company, or a majority owned subsidiary of a public listed company (other than financial institutions)? No – Go to question 2E Yes – What is the company’s registration number? What is name of the market or exchange where the company is listed: What is the company’s unique exchange code, e.g NZX or ticker code: If majority owned subsidiary, what is the name of the public listed parent company: Your certification is complete once you sign at Section 5 2E Is this investment held by or on behalf of another entity, i.e. does the account designation include a reference to one or more entities (e.g. a family trust or partnership, etc) as being the beneficial owner/s? No – the account is held solely for the benefit of the registered holders who is/are entities Yes – the account is held for the benefit of another entity In both cases, go to Section 3 – Entities Page | 54 PCG Diversified New Zealand Private Debt Fund Application Form Section 3 – ENTITIES Please select the option that best describes the entity. Provide the entity’s registration number where applicable. The entity is best described as: 3A Financial Institution A financial institution includes the following entity types: a Depository Institution, an Investment Entity, a Specified Insurance Company or a Custodial Institution. What is your GIIN? If your entity does not have a GIIN, select the Foreign Financial Institution (FFI) status that most applies: Deemed Compliant Financial Institution Non‑Reporting Financial Institution Non‑Participating Financial Institution Other – please describe: If registered in New Zealand, what is the entity’s registration number/NZBN: Are you an Investment Entity located in a non‑CRS participating jurisdiction and professionally managed by another financial institution? Note: You can review the Automatic Exchange of Information (AEOI) guidance for non‑CRS participating jurisdictions on the IRD website at: https://www.ird.govt.nz/international‑tax/exchange‑of‑information/crs/aeoi‑and‑crs No – your certification is complete once you sign at section 5 Yes – what is the non‑CRS participating jurisdiction: Go to question 4A Page | 55 PCG Diversified New Zealand Private Debt Fund Application Form 3B Exempt Entity If registered in New Zealand, what is the entity’s registration number/NZBN: Under CRS, an Exempt Entity includes: > New Zealand government organisation or agency > Reserve Bank of New Zealand > International (including intergovernmental) organisation Your certification is complete once you sign at Section 5 3C Non-Financial Entity (NFFE/NFE) If registered in New Zealand, what is the entity’s registration number/NZBN: A NFE/NFFE is an entity that is not a Financial Institution and includes the following entity types: a company, a partnership, a trust, a co‑operative, association or club, or a charitable organisation, etc. Go to question 3D 3D Is your entity an active or a passive NFFE/NFE? (i) Active NFFE/NFE An active NFFE/NFE includes an entity that is not a financial institution that operates an active trade or business, e.g. less than 50% of its gross income is passive income (rent, dividends, interest, or distribution), and less than 50% of the entity’s assets were held or used to produce passive income. An active NFE also includes holding companies, start‑up companies, listed and regularly traded corporations, and tax charities. This is a high level summary of the definition of Active NFFE/NFE. Please refer to Inland Revenue’s website for more information, at https://www.ird.govt.nz/international‑tax/exchange‑of‑information/crs/aeoi‑and‑crs. Go to question 4A (ii) Passive NFFE/NFE A Passive NFFE/NFE is any NFFE/NFE that is not an Active NFFE/NFE. Go to question 4A, 4B and 4C Page | 56 PCG Diversified New Zealand Private Debt Fund Application Form Section 4 – TAX RESIDENCY DETAILS 4A Entity from question 3A and question 3C/3D Please provide information about the entity’s tax residency: Legal Name of Entity Entity Street Address Tax resident of New Zealand only? Yes – if the entity is a passive NFFE/NFE, go to question 4B if the entity is an active NFFE/NFE, go to Section 5 – signing requirements No – complete foreign tax residency information for every country in which you are a tax resident: Country 1 TIN 1 TIN not obtained Country 2 TIN 2 TIN not obtained Country 3 TIN 3 TIN not obtained If TIN is not obtained, please provide an explanation: 4B Entity from question 3A and question 3C/3D Are there any beneficial owners or controlling persons (including those with direct or indirect ownership of 25% or more) of the Passive NFFE/NFE who is a resident for tax purposes in a country other than New Zealand? Controlling persons include the settlor, protector or appointer of a trust. All beneficiaries of a trust are considered to be controlling persons. In relation to a company or other entity, if there are no beneficial owners or controlling persons as described above, then the person who exerts ultimate control over the entity (e.g. has the authority to make financial, policy and operating decisions) is the controlling person. No – your certification is complete once you sign at Section 5 Yes – go to question 4C Page | 57 PCG Diversified New Zealand Private Debt Fund Application Form 4C Individuals from question 1B and Beneficial Owners and Controlling Persons from question 4B Complete the following information for each individual investor, or each individual beneficial owner or controlling person. If there are more than three individual investors, beneficial owners or controlling persons, please attach a sheet with the required information. Individual 1 Legal Name of Entity Entity Street Address Date of Birth (dd/mm/yyyy) Tax resident of New Zealand only? Yes – your certification is complete once you sign at Section 5 No – complete foreign tax residency information for every country in which you are a tax resident: Country 1 TIN 1 TIN not obtained Country 2 TIN 2 TIN not obtained Country 3 TIN 3 TIN not obtained If TIN is not obtained, please provide an explanation: Page | 58 PCG Diversified New Zealand Private Debt Fund Application Form Individual 2 59 Legal Name of Entity Entity Street Address Date of Birth (dd/mm/yyyy) Tax resident of New Zealand only? Yes – your certification is complete once you sign at Section 5 No – complete foreign tax residency information for every country in which you are a tax resident: Country 1 TIN 1 TIN not obtained Country 2 TIN 2 TIN not obtained Country 3 TIN 3 TIN not obtained If TIN is not obtained, please provide an explanation: Page | 59 PCG Diversified New Zealand Private Debt Fund Application Form Individual 3 Legal Name of Entity Entity Street Address Date of Birth (dd/mm/yyyy) Tax resident of New Zealand only? Yes – your certification is complete once you sign at Section 5 No – complete foreign tax residency information for every country in which you are a tax resident: Country 1 TIN 1 TIN not obtained Country 2 TIN 2 TIN not obtained Country 3 TIN 3 TIN not obtained If TIN is not obtained, please provide an explanation: Page | 60 PCG Diversified New Zealand Private Debt Fund Application Form Section 5 – SIGNING REQUIREMENTS The signatories declare that the certification provided in this form is correct to the best of his/her knowledge and belief. The signatories further acknowledge that they must re‑certify if any of the information disclosed on this form changes or becomes invalid. Investor/Individual 1 or Entity (authorised person) Signature Title (Director and Company Secretary / Director / Company Secretary / Trustee / Partner) Print Name Date (dd/mm/yyyy) Investor/Individual 2 or Entity (authorised person) Signature Title (Director and Company Secretary / Director / Company Secretary / Trustee / Partner) Print Name Date (dd/mm/yyyy) Investor/Individual 3 or Entity (authorised person) Signature Title (Director and Company Secretary / Director / Company Secretary / Trustee / Partner) Print Name Date (dd/mm/yyyy) Page | 61 SCHEDULE 7 – "KNOW YOUR CUSTOMER" REQUIREMENTS Acceptance of your application is subject to satisfactory completion of customer due diligence (CDD) in compliance with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act) and associated regulation and guidance. Upon receipt of your application, the Manager will determine the necessary steps to meet the CDD requirement for the investor. This may include: • Verifying the identify of key individuals including Authorised signatories in Schedule 2 and beneficial owners and controlling persons in Schedule 6. This may be by providing the Manager will appropriate documentary verification or through the use of electronic identity verification with the consent of the individual. • Providing evidence of the company structure including documentation to verify that structure. Where the investor is a trust or has a trust in its company structure, this will also include providing the Manager with the relevant trust deed(s). • In some cases, the Manager will also be required to collect and verify information relating to the source of wealth of the investor and/or the source of funds used for investment. Page | 62 Private Capital Group Ltd Head Office, Level 2 The Mountaineer Building 32 Rees Street, Queenstown Page | 28 privatecapitalgroup.co.nz