PLP – Updated Offer Documents

Offer of units in the Private Land and Property Fund of the Booster Investment Scheme 2
This document replaces the Product Disclosure Statement dated 18 September 2019.
This document gives you important information about this investment to help you decide whether you want to invest. There is other
useful information about this offer on www.disclose-register.companiesoffice.govt.nz. Booster Investment Management Limited has
prepared this document in accordance with the Financial Markets Conduct Act 2013. You can also seek advice from a financial adviser
to help you to make an investment decision.
8 October 2020
Issuer: Booster Investment Management Limited
Product Disclosure Statement
Private Land and Property Fund
Private Land
& Property Fund

Private Land and Property Fund2
1. Key information summary
Description and investment objectiveRisk indicator
The Fund’s investment objective is to provide investors with a complementary
and enhanced risk / return outcome compared to traditional listed property
investments.
It aims to generate an average annual long-term return of about 8% (before tax
and after all fees, charges and costs) over rolling 7 year periods from a combination
of income distributions and capital growth.
The Wholesale Portfolio, in which the Fund invests, may borrow to invest in more
property or to develop property already held by the Wholesale Portfolio.
This Fund may not be suitable for all investors
due to the risks of volatility of returns, gearing
and concentration of investments. If you
are unsure, you should seek advice from
a professional adviser.
2 Because the Fund was established in January 2019, the risk indicator has been calculated using a mix of actual returns of the Wholesale Portfolio,
the Private Land and Property Portfolio, for the period of 1 October 2017 to 31 March 2020, and historical returns obtained from the Property Council/IPD
New Zealand Property Index for the period of 1 January 2015 to 30 June 2017. Actual Fund returns were used for the remaining period to 30 September
2020. As a result, the risk indicator may provide a less reliable indication of the potential future volatility of the Fund. The Property Council/IPD New
Zealand Property Index is not a securities index, but we have used it in the risk indicator calculation because there is no appropriate securities index
or peer group index available for the Fund. We consider the Property Council/IPD New Zealand Property Index allows the risk indicator to reflect the
potential future volatility of the Fund, although not as reliably as if actual returns were available for the entire period.
What is this?
This is a managed investment scheme.
Your money will be pooled with other investors’ money
and invested in various investments.
Booster Investment Management Limited (Booster,
Manager, We or Us) will invest your money and charge
you a fee for its services. The returns you receive are
dependent on the investment decisions of Booster and the
performance of the investments.
The value of those investments may go up or down.
The types of investments and the fees you will be charged
are described in this document.
What will your money be invested in?
The Private Land and Property Fund (Fund) is listed on the
NZX Main Board (with the code PLP). The Fund provides
investors with an opportunity to obtain an investment
exposure primarily in a specialised portfolio of directly
held, unlisted, agricultural and horticultural land and other
property investments in New Zealand, which may be
supplemented with investments in industrial, commercial
and retail properties (including land, buildings, bearer
plants1, and plant and equipment). The Fund obtains its
property exposure by buying units in a separate wholesale
property fund managed by Booster – the Private Land and
Property Portfolio (Wholesale Portfolio) established under
the Booster Investment Scheme. Details of the property
held by the Wholesale Portfolio can be found in the
‘Other Material Information’ document located at
www.booster.co.nz/booster-investments/private-land-
and-property-fund.
1 A bearer plant is a plant (such as a grape vine) that is used in the
production or supply of agricultural produce for more than one period
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Potentially lower returns Potentially higher returns
Higher risk
Lower risk
See Section 4 – What are the risks of investing? for an explanation of the risk indicator and for information about other risks
that are not included in the risk indicator. To help you clarify your own attitude to risk, you can seek financial advice or work
out your risk profile at www.booster.co.nz/booster-investments/private-land-and-property-fund.
More about the Fund
2

Private Land and Property Fund3
3Calculated daily as a percentage of the net asset value of the Fund.
The Fund may also incur interest and borrowing costs related to gearing undertaken by the Wholesale Portfolio.
For more information about the fees charged, see Section 5 – What are the fees?
Who manages the Private Land and Property
Fund?
Booster is the manager of the Fund. You’ll learn more about
us in Section 7 – Who is involved?
What are the returns?
The return on your investment comes from income
distributions made by the Fund, and from any change in
the Fund’s unit price. The unit price changes as net income
is earned (prior to being distributed), and as property is
revalued.
The Manager will aim to pay a quarterly distribution
to investors of any net cash income received from the
Wholesale Portfolio (after allowing for expenses). Eligible
investors can choose to reinvest their distributions by
participating in the Distribution Reinvestment Plan.
See Section 2 – How does this investment work? for more
information.
How can you get your money out?
You can make a request to Booster to withdraw some or
all of your investment in the Fund at any time. Withdrawals
from the Fund will only be processed on the first business
day of the month. There are minimum withdrawal amount
requirements and you must either maintain the amount that
is set as the Fund’s minimum on-going balance or withdraw
in full. If you make a withdrawal request directly with
Booster, a withdrawal fee will normally apply. See Section
5 – What are the fees?
Because the Fund invests in the Wholesale Portfolio, whose
investments by nature have relatively long sale timeframes,
there may be some circumstances in which processing of
withdrawal requests is delayed or suspended.
To mitigate this risk, the Fund and the Wholesale Portfolio
are managed to provide various sources of limited liquidity
for withdrawals.
Units in the Fund are quoted on the NZX Main Board, so
you can also sell your investment on the exchange if there
are interested buyers, in addition to being able to redeem
your investment directly with the Manager. The amount
you get may be less than the amount you invested.
We’ll explain how you can withdraw your investment in
Section 2 – How does this investment work?
How will your investment be taxed?
The Fund is a listed portfolio investment entity (Listed PIE)
for tax purposes.
The amount of tax that the Fund pays is calculated at the
rate of 28%. The Fund intends to pay a distribution on
a quarterly basis, which will include imputation credits
representing the tax it has paid. For a New Zealand resident
individual or trustee investor (other than a unit trust) that
has a marginal tax rate that is lower than the rate of tax
payable by the Fund, you may be able to apply the surplus
imputation credits against other income on which you are
required to pay tax.
See Section 6 – What taxes will you pay? for more
information.
Where can you find more key information?
Booster is required to publish quarterly updates for the
Fund. The updates show the returns, and the total fees
actually charged to investors, during the previous year.
The latest fund updates are available at
www.booster.co.nz. The Manager will also give you
copies of those documents on request.
Annual fund charges3Individual action fees
Management fee 1.00%
Other management and
administration charges
In fund risk 0.10%
Property operating
expenses* 0.09%
Total (estimate) 1.19%
* The estimated property operating
expenses are the direct costs of
ownership and operation of the
individual underlying properties of
the Wholesale Portfolio which are
proportionately passed to the Fund.
This includes (but is not limited to)
valuations and other property related
costs and associated professional fees.
These amounts are not fees payable
for the management of the Fund.
Contribution fees
Booster does not charge an entry fee. Your financial adviser, with your agreement, may charge
you other fees for the services they provide to you. These fees may include an entry fee on each
investment amount. If you buy units in the Fund through an NZX Participant (such as a broker),
they may also charge you a fee for their services.
Withdrawal fee
To help manage withdrawal requests, Booster may charge a withdrawal fee on part or all of your
investment withdrawn from the Fund. The fee charged is based on the sum of all amounts you
have withdrawn from the Fund in the previous rolling 12 months. If you hold multiple accounts
for the same legal entity or with the same beneficial ownership, the withdrawal fee applicable
will be based on the TOTAL amount of withdrawals by the same legal entity/beneficial owner.
If you sell your units on the NZX Main Board you will not be charged a withdrawal fee.
Total amount withdrawn Fee payable
in the last rolling 12 months (for each tier)
$50,000 or less Nil
Between $50,000 and $100,000 1% of the amount above $50,000
Between $100,000 and $200,000 2% of the amount above $100,000
Between $200,000 and $300,000 3% of the amount above $200,000
Between $300,000 and $500,000 4% of the amount above $300,000
$500,000 or more 5% of the amount above $500,000
Other funds managed by Booster that invest in the Fund will not be charged a withdrawal fee.

Private Land and Property Fund4
2. How does this investment work?
The Fund has been established within the Booster
Investment Scheme 2 (Scheme), a managed investment
scheme that is registered under the Financial Markets
Conduct Act 2013.
Why invest
The key benefits of investing in the Fund include:
• Access to unlisted direct property investments.
Your money is combined with other investors’ money,
to give you access to a specialised investment
portfolio of unlisted New Zealand land and property
investments. This is achieved by investing in the
Wholesale Portfolio which owns the property directly.
• Diversification. Direct property returns have a low
correlation with returns from other asset classes over
the long term, helping to reduce the overall volatility
in returns when combined with an existing investment
strategy. Agriculture and horticulture property also
provide diversification benefits when combined with
other traditional property investment types such as
commercial, industrial, retail, retirement villages and
residential.
• Ability to trade on-market. Units in the Fund can be
bought and sold on the NZX Main Board like shares in
a company, provided there are interested sellers and
buyers.
• Unlisted property investments have lower return
volatility. While the Fund is listed on the NZX Main
Board, it purchases units in the Wholesale Portfolio,
which invests directly in unlisted property. Unlisted
direct property investments are by their nature revalued
less frequently than listed property investments, which
are typically priced and traded daily in an active market
resulting in higher price volatility over time. Investors
in this Fund ordinarily have the ability to either redeem
units monthly at its unit price via the Manager (which
is not subject to listed market volatility), or sell on the
NZX at a price determined by the market. Having two
options to either redeem or sell your units may give
you an opportunity to obtain a better price per unit
than you would if you could only redeem at unit price
or sell on-market.
• Combination of cash income and capital growth.
The Wholesale Portfolio receives regular rental income
from its leased property, and income from its contracts
to supply crops produced from land (which is passed
to the Fund by distribution), as well as offering the
potential for capital growth.
• An inflation hedge. The income derived from
underlying leased property generally has an increase
linked to inflation or above. This means both the
income and underlying asset value of property tends
to appreciate with inflation. This helps to preserve the
real value of your investment.
• Experience. The investments are managed by
experienced professionals with support from industry
specialists. Further details of our experienced team can
be found in the ‘Other Material Information’ document
on our website www.booster.co.nz.
• Knowledge. We keep you up to date about your
investment with regular reporting and you can easily
access information about your investment online.
• Financial advice. You have access to a financial adviser
who will be able to help you with your investment
decisions.
• Tax benefits. Tax is paid by the Fund at the rate of 28%.
Imputation credits on distributions allow those
New Zealand resident individual or trustee investors
(other than a unit trust) on lower tax rates to apply
surplus imputation credits against other taxable income
they may have. Investors should also receive an indirect
tax timing benefit from the depreciation the Wholesale
Portfolio claims on its property.
How it works
Booster Investment Scheme 2 (Scheme) is a managed
investment scheme established as a trust governed by a
Trust Deed, which is an agreement between the Manager
(Booster) and the Supervisor (Public Trust) describing
how the Scheme works and our responsibilities. Booster
is responsible for managing the Scheme and the Fund
and Public Trust supervises us to make sure we meet
our responsibilities and obligations. Public Trust has also
appointed a custodian to hold the investments on behalf
of investors. This structure is designed to ensure that
your interests are always put first.
Section 1Key information summaryPage 2
Section 2How does this investment work?Page 4
Section 3Description of your investment optionsPage 7
Section 4What are the risks of investing?Page 7
Section 5What are the fees?Page 9
Section 6What taxes will you pay?Page 11
Section 7Who is involved?Page 11
Section 8How to complainPage 11
Section 9Where you can find more informationPage 12
Section 10How to applyPage 12
Table of contents

Private Land and Property Fund5
When you invest your money in the Fund, you receive
‘units’. ‘Units’ represent your share of the investments in the
Fund. The ‘unit price’ shows what your share is worth at any
time. If the Fund’s investment value goes up, your units will
be worth more. If the value goes down your units will be
worth less. The Fund’s unit prices are published on
Booster’s website at www.booster.co.nz/booster-
investments/private-land-and-property-fund.
The return on your investment comes from any distributions
made by the Fund and any change in the value of your units.
The Manager will aim to pay quarterly distributions
to investors of any net cash income received from the
Wholesale Portfolio (after allowing for any other expenses).
The amount you receive will depend on the distributable
income of the Fund, the number of units you hold in the
Fund on the Record Date of the distribution and the
amount per unit to be distributed by the Fund. The
distribution amount can be reinvested into the Fund to
purchase further units or paid to your designated account
(your custodial account or nominated bank account if
no custodial account). For further information about
reinvesting distributions, refer to the section below titled
‘Distribution Reinvestment Plan (DRP)’.
Making investments
How do you invest?
You can invest in the Fund online by applying directly to
Booster at www.booster.co.nz/booster-investments/
private-land-and-property-fund, or through your financial
adviser, by completing and submitting an application form.
The application form is available by contacting Booster, or
from your financial adviser. Units are issued by the Fund at
its unit price.
Alternatively, you can buy units in the Fund on market at the
quoted price through an NZX Participant (such as a broker).
See www.nzx.com/services/market-participants for a list
of current NZX Participants. The quoted price on the NZX
Main Board may differ from the unit price provided by the
Fund and may be traded at a discount or premium to the
unit price, depending upon the availability of buyers and
sellers, their respective view of the underlying value of the
investments or their expected return from the Fund (refer
also to the Trading risk outlined on page 9).
In addition to the above, eligible investors can choose
to reinvest their distributions by participating in the
Distribution Reinvestment Plan (DRP). For further
information about DRP, refer to the section below titled
‘Distribution Reinvestment Plan (DRP)’.
Other funds managed by Booster (Booster Managed
Funds) also invest in the Fund, and are able to invest in
and withdraw from the Fund at any time (other than when
the Fund or Wholesale Portfolio has excess or insufficient
liquidity and has placed a restriction on all applications or
withdrawals).
The Booster Managed Funds may also trade in Fund units on
the NZX Main Board. For more information on how potential
conflicts of interest are managed see the ‘Other Material
Information’ document available at www.booster.co.nz/
booster-investments/private-land-and-property-fund.
When can you invest?
Investing by applying directly to Booster or through your
financial adviser
While you can apply to invest in the Fund at any time, new
units in the Fund will generally only be issued to investors
(other than Booster Managed Funds) once a month, on the
first business day of each month. Booster Managed Funds
will be issued units in the Fund as and when applications
are received. Whilst units would generally be issued once
a month, the Manager reserves the discretion to issue units
intra-month to investors.
Applications received up to 10:00am on the first business
day of the month will be processed on the first business
day of that month.
Any money received by Booster with an application to
invest in the Fund from an investor will be held in the
Fund’s application account until the new units are issued.
While the Fund will generally accept new investments
from investors once a month, as the Fund is invested in
an unlisted wholesale property fund, Booster reserves the
right to refuse to accept or to reduce an investor’s initial or
further investment application at its discretion. This may
include if the Fund or Wholesale Portfolio is carrying excess
liquidity and does not expect to have an opportunity to
invest application money in new investments within
60 days.
Buying units in the Fund on the NZX Main Board
(code PLP)
You can buy or sell units in the Fund on the market at any
time, provided there are interested sellers and buyers.
How much can you invest?
The minimum initial investment in the Fund is $1,000. While
you’re not required to make any further investments, you
can invest more directly with Booster at any time by making
additional investments (minimum $500), or buying units
on market.
While the maximum amount you invest is up to you, Booster
reserves the right to refuse to accept or reduce an investor’s
initial, further or existing investment in the Fund in order
to ensure that the Fund maintains its PIE eligibility status for
tax purposes. For more information, see the ‘Other Material
Information’ document available on our website at
www.booster.co.nz/booster-investments/private-land-
and-property-fund.
Booster may waive or vary the minimum investment
amounts at any time.
How do you pay?
If you are investing by applying directly to Booster or
through your financial adviser, you can make investments
by direct credit, direct debit or any other method
acceptable to Booster. Cash deposits will not be accepted.
Distribution Reinvestment Plan (DRP)
Investors who are a resident in New Zealand and have an
address in New Zealand on the Fund register are eligible
to reinvest their distributions by participating in the DRP.
As participation in the DRP is voluntary, eligible investors
are free to opt-in or opt-out of the DRP at any time with
prior notice to the Manager (for direct investors) or Link
Market Services Limited (Unit Registrar) (for NZX investors).
Further information on the DRP can be found in the ‘Other
Material Information’ document located at
www.booster.co.nz/booster-investments/private-land-
and-property-fund.
Selling your units on the NZX Main Board
Units in the Fund are quoted on the NZX Main Board, so
you can sell your investment through an NZX Participant
(such as a broker) or adviser if there are interested buyers.
Periodically, we can request (and require) investors whose
holdings are below the required minimum value to increase

Private Land and Property Fund6
their holdings, sell their units on the NZX, or redeem
their units directly with the Manager. We can also restrict
transfers where the transfer could result in the Fund losing
its PIE status.
In order to trade quoted units, you will need to have a
Common Shareholder Number (CSN), an Authorisation
Code (FIN) and a relationship with an NZX Participant.
The information below at ‘Withdrawing your investments’
does not apply if you are selling your units on market.
Withdrawing your investments
This section does not apply to the sale of the units on
the NZX
How do you withdraw?
You can request a withdrawal from the Fund, by contacting
us or by completing the appropriate withdrawal form
available by contacting Booster, or through your financial
adviser.
Units are redeemed at the Fund’s unit price.
When can you withdraw?
You can apply to withdraw from the Fund at any time.
Withdrawals from the Fund (other than Booster Managed
Funds) will only be processed on the first business day of
the month. Withdrawal requests from Booster Managed
Funds will be processed as and when they are received.
Withdrawal requests that have been made to and accepted
by Booster will normally be processed within five business
days of the first business day of the month, but could
take longer, depending on available liquidity to pay the
requested withdrawals.
Withdrawals received up to 10:00am on the first business
day of the month will be processed on the first business
day of that month.
Because the Fund invests in the Wholesale Portfolio, whose
investments by nature have relatively long sale timeframes,
there are some circumstances where we may delay or
suspend the payment of withdrawals (including for Booster
Managed Funds) if we believe that making payments is not
practicable or in the best interests of all investors in the
Fund. This includes where we consider that the redemption
price cannot be calculated in a fair manner, or there is
insufficient access to liquidity in the Fund (which excludes
any income in the Fund yet to be distributed to investors) to
satisfy a withdrawal request. To mitigate this risk, the Fund
and Wholesale Portfolio are managed to provide various
sources of limited liquidity for withdrawals. See Section 4
– What are the Risks of Investing? for further details.
How much can you withdraw?
The minimum withdrawal amount is $500.
Booster may charge a withdrawal fee for making a
withdrawal of more than $50,000 from the Fund. See
Section 5 – What are the fees? for more information.
You’ll need to maintain the minimum on-going balance of
$1,000 in the Fund after any withdrawal. If your withdrawal
request takes you below this amount, you will need to either
top up your investment back to the minimum balance,
or withdraw fully from the Fund. If your balance falls below
the minimum balance, Booster reserves the right to pay the
balance of your investment less any tax and fees to your
designated account (your custodial account or nominated
bank account if no custodial account), and your investment
in the Fund will end.
Booster may waive or vary the minimum withdrawal
amounts and the minimum on-going balance amount
at any time.

Private Land and Property Fund7
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Private Land and Property Fund
Investment objective and strategy
• The Fund’s investment objective is to provide investors with
a complementary and enhanced risk / return outcome compared
to traditional listed property investments.
• It aims to generate average annual long-term returns of about 8% (before
tax and after all fees, charges and costs) over rolling 7 year periods from
a combination of income distributions and capital growth.
• The Fund aims to obtain an investment exposure primarily in a specialised
portfolio of directly held, unlisted agricultural and horticultural land and
property investments in New Zealand, which may be supplemented with
investments in industrial, commercial and retail properties.
• The Fund obtains its property exposure by buying units in the Wholesale
Portfolio.
• The Wholesale Portfolio, in which the Fund invests, may borrow to invest
in more property or to develop property already held. The level of gearing
can vary between 0-65% of the Wholesale Portfolio ’s asset value.
• The level of diversification of the Wholesale Portfolio’s property
investments is expected to broaden over time, but currently has a
concentration of property in the wine industry across multiple regions
of New Zealand.
Target investment mix
Risk indicator5
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4A small proportion of cash for liquidity purposes may be held in future as the liquidity needs of investors are assessed over time.
5 Because the Fund was established in January 2019, the risk indicator has been calculated using a mix of actual returns of the Wholesale Portfolio,
the Private Land and Property Portfolio, for the period of 1 October 2017 to 31 March 2020, and historical returns obtained from the Property Council/IPD
New Zealand Property Index for the period of 1 January 2015 to 30 June 2017. Actual Fund returns were used for the remaining period to 30 September
2020. As a result, the risk indicator may provide a less reliable indication of the potential future volatility of the Fund. The Property Council/IPD New
Zealand Property Index is not a securities index, but we have used it in the risk indicator calculation because there is no appropriate securities index
or peer group index available for the Fund. We consider the Property Council/IPD New Zealand Property Index allows the risk indicator to reflect the
potential future volatility of the Fund, although not as reliably as if actual returns were available for the entire period.
3. Description of your investment options
100% Unlisted property4
Minimum suggested investment timeframe
4 years
This Fund may not be suitable for all investors due to the
risks of volatility of returns, gearing and concentration of
investments. If you are unsure, you should seek advice
from a financial adviser.
Potentially lower returns Potentially higher returns
Higher risk
Lower risk
Growth assets 100% | Income assets 0%
Statement of Investment Policy and Objectives
If you would like to learn more about the Fund, you can
read the Statement of Investment Policy and Objectives
(SIPO). The most current SIPO for the Fund can be found
on our website www.booster.co.nz/booster-investments/
investment-documents. We may change the SIPO from
time to time without notifying you. We will consult with the
Supervisor and give them written notice of any changes
Understanding the risk indicator
Managed funds in New Zealand must have a standard risk
indicator. The risk indicator is designed to help investors
understand the uncertainties both for loss and growth that
may affect their investment. You can compare funds using
the risk indicator.
4. What are the risks of investing?
The risk indicator for the Fund covered in this Product
Disclosure Statement can be found on page 2.
The risk indicator is rated from 1 (low) to 7 (high). The rating
reflects how much the value of the Fund’s assets goes up
and down (volatility). A higher risk generally means higher
potential returns over time, but more ups and downs along
the way.
Potentially lower returns
Potentially higher returns
Higher risk
Lower risk
before they take effect. Any material changes will be
advised in the Booster Investment Scheme 2 annual report.
Further information about the assets in the Fund can be
found in the fund updates at www.booster.co.nz.
Details of the property held by the Wholesale Portfolio can
be found in the ‘Other Material Information’ document on
our website www.booster.co.nz.
To help you clarify your own attitude to risk, you can seek
financial advice or work out your risk profile at
www.booster.co.nz/booster-investments/investment-
documents.
Note that even the lowest category does not mean a risk-
free investment, and there are other risks (described under
the heading “Other specific risks”) that are not captured by
this rating.
This risk indicator is not a guarantee of a Fund’s future
performance. The risk indicator is based on the returns
data for the five years to 30 September 2020. While risk
indicators are usually relatively stable, they do shift from
time to time.
You can see the most recent risk indicator in the latest
fund update for the Fund. Fund updates are published
each quarter on www.booster.co.nz.
We believe that the period of returns used to calculate
the risk ratings may not be representative of the average

Private Land and Property Fund8
a catastrophic event that permanently impairs the value
of the land or reduces the productive area of the land.
The climatic risks are mitigated as far as practical
by adoption of standard industry practices such
as securing sources of irrigation water, installation
of frost management, and proactive management of
the plants in response to weather forecast information.
The key mitigation benefit to investors is the
geographical diversification by owning land across
multiple locations across multiple regions which
reduces the impact of any one event.
• Property related risks. This is the risk that property
specific factors (other than the climatic/environmental
risks described above) may have a material impact
on both the valuation of the Wholesale Portfolio’s
investments and the income from those investments
for distribution to investors. These factors may include
the quality of the property, their geographical location,
changes to current and expected future income from
the property, uncertainty of outcome of development
projects, unforeseen capital or repairs and maintenance
expenditure, inadequate insurance or the occurrence
of uninsurable events (for example, standard industry
practice is to not insure the loss of bearer plants due
to the cost of insurance being prohibitively expensive),
reliance on key persons in managing the investments
(particularly where land is used for crop production),
disease, or drop in demand for the crop, quality and
financial standing of tenants or contracted service
providers, and material changes to the supply and
demand in land and property markets. While each
of these individual risks has a low risk of occurrence,
they may have a significant impact on the income
from an individual property or its value. We manage
these risks through active management of the land
and properties held by the Wholesale Portfolio, and
importantly by increasing the level of diversification
of the investments held by the Wholesale Portfolio.
• Liquidity and withdrawal risk. This risk applies in
relation to withdrawing units through Booster. Unlisted
property investments by nature have relatively long
sale timeframes. As a result, there is a risk that the
Wholesale Portfolio may be unable to sell a property
at the desired time to fully meet an investor’s
withdrawal request or that property may need to
be sold at a lower value than its assessed market
value in order to meet withdrawal requests. Booster
manages this risk by ensuring the Fund and Wholesale
Portfolio are managed to provide various sources
of limited liquidity for withdrawals, such as holding
a proportion of the Wholesale Portfolio’s assets in
cash to meet the expected liquidity requirements of
investors, access to an undrawn portion of a borrowing
facility in the Wholesale Portfolio (though this facility
is primarily available to implement the gearing
strategy, not to provide liquidity to investors), and by
applying a withdrawal fee that moderates demand
for withdrawals. In addition, the Wholesale Portfolio
may hold separable property titles in an area that the
Manager believes could be readily sold to meet liquidity
requirements if necessary without compromising the
investment objectives of the Wholesale Portfolio.
• Gearing and interest rate risk. This is the risk that
while borrowing by the Wholesale Portfolio may
enhance the potential for increases in returns,
adverse market conditions such as rising interest rates,
economic downturns/reduction in property values,
investment cycle for the Fund and therefore the risk
indicator shown may be different if calculated over longer
term investment periods.
General investment risks
Some of the things that may cause the Fund’s value to
move up and down, which affect the risk indicator, are:
• Market risk. This is the risk that the Fund experiences
losses due to factors that may adversely impact the
overall performance of financial markets and the
properties of the Wholesale Portfolio in which the Fund
invests, which in turn affects the amount or frequency
of distributions. These factors include, but are not
limited to, economic and regulatory conditions, political
events, environmental and technological issues.
• Concentration risk. This is the risk that the value of
the Fund’s investments falls more than the market as
a whole due to the Wholesale Portfolio’s investments
being concentrated in the property sector, or a
particular part of the property sector (e.g. currently
the wine sector), and the Fund having exposure to a
relatively small number of property investments, which
reduces the level of diversification. Booster intends the
Wholesale Portfolio to acquire additional investments
across other industries which will broaden the level of
diversification.
• Distribution risk. This is the risk that the Wholesale
Portfolio does not pay distributions to the Fund and
therefore the Fund is not able to pay a distribution
to its investors.
• Manager risk. This is the risk that the Fund
underperforms because of the way we manage
the Fund’s or the Wholesale Portfolio’s investments.
• Revaluation timing risk. This risk applies to the value
of units reflected in the Fund’s unit price issued by
Booster. This is the risk that the value of the property
may increase or decrease markedly following periodic
valuation updates due to a lack of continuous
assessment of value by an active/listed market. This
may mean the price of your units does not always
fully reflect an independent market assessment of the
value of the property on any given day and so, if you
withdraw your investment, you may receive more or
less than if the property had been independently valued
just prior to that withdrawal. To partly mitigate this risk,
Booster will review the valuation of property on at least
a quarterly basis, and, as far as practicable, the timing
of the independent review of property values will be
spread across the financial year.
Other specific risks
There are other factors, not already reflected in the risk
indicator that may significantly impact returns for investors.
• Climatic/environmental risk. This is the risk that
the annual return from the property or the value
of the property is adversely affected by climatic or
environmental events, such as drought, frost, hail,
excessive rainfall/ humidity, storms or earthquakes.
Extreme weather events that have a material impact
on crop yields are anticipated to occur every few years,
whilst events such as earthquakes that materially
impact the land are expected to be rare. The magnitude
of a climatic or environmental event can range from
a small reduction in harvest volumes to an extreme
event destroying the full crop for the year, through to

Private Land and Property Fund9
You will be charged fees for investing in the Fund. Fees are deducted from your investment and will reduce your returns.
If Booster invests in other funds, those funds may charge fees. The fees you pay will be charged in two ways:
•
regular charges (for example, annual fund charges). Small differences in these fees can have a big impact on your
investment over the long term;
•one-off fees (for example, the withdrawal fee).
5.What are the fees?
availability of credit/refinance of existing loans on
similar terms and conditions may lead to a reduction
in the net income of the Wholesale Portfolio, and
these circumstances may also give rise to a breach
of borrowing covenants, or affect the Wholesale
Portfolio’s ability to meet principal and/or interest
payments, or may lead to a forced sale of property in
the event the loan must be repaid. Booster takes this
into account by aiming to limit the amount of borrowing
so that total net borrowing costs do not exceed total
net returns, by fixing the rate of interest for a defined
period of time, and maintaining relationships with a
number of banks to ensure there is reasonable access
to funding on an ongoing basis.
•
Trading risk. For those wishing to buy or sell units
directly on the NZX, there is a risk that you may be
unable to find a buyer or seller, or that the quoted price
for your units is higher or lower than the unit price.
This is particularly the case when the Fund is generally
open for the issue and redemption of units on a monthly
basis via the Manager, meaning there may be a reduced
number of buyers or sellers on the NZX. In addition,
there is a risk that, in certain circumstances, trading of
the Fund’s units may be suspended, or the Fund’s units
removed from quotation on the NZX. Suspension or
removal may occur where the Manager has failed to
fully comply with the NZX rules, which the Manager
considers to be unlikely given the governance and
compliance framework in place to ensure its NZX
obligations are met.
Annual fund charges
Fee typeAmount (%)
Management fee
Other management and administration charges:
In Fund Costs
Property operating expenses (estimate)
1.00%
0.10%
0.09%
Total (estimate) 1.19%
The total annual fund charges are all fees and costs charged by any person in respect of the Fund other than one-off fees
relating to individual actions (such as the withdrawal fee). These include:
•A management fee. This fee, payable to Booster, covers the costs of managing and administering the Fund, which
include administration, accounting and custodian fees, and ongoing marketing expenses. It is calculated daily as a
percentage of the net asset value of the Fund and paid monthly. This fee also covers the management fees of any fund
in which the Fund may invest other than performance-based fees, of which there are currently none.
•
Other management and administration charges.
In Fund Costs. These charges are capped at 0.10% per year (but may be less in the future) and include the Supervisor’s
fee and an estimate for other costs, disbursements, charges or expenses incurred directly or indirectly by Booster and
the Supervisor (such as audit fees and legal fees). They are calculated daily as a percentage of the net asset value of the
Fund and paid monthly. These charges are not payable to Booster.
Property Operating Expenses. These are the direct costs of ownership and operating the individual properties of the
Wholesale Portfolio. This includes (but is not limited to) valuations and other property related costs and associated
professional fees. The property operating expenses are estimated as a percentage of net assets of the Fund.
Note that the objective of an average annual long-term return from the Fund of 8% over rolling 7 year periods is after
all fees, charges, and costs (including interest and borrowing costs).
Example of how fees apply to an investor
Alex invests $10,000 in the Private Land and Property Fund. Alex is not charged an establishment fee or a contribution fee. This
means that the starting value of Alex’s investment is
$10,000.
Alex is charged management fees of
$100 and incurs administration and property operating expenses of about $19, which work
out to a total of about
$119 (1.19% of $10,000). These fees might be more or less if Alex’s account balance
has increased or decreased over the year.
Estimated total expenses for the first year
Individual action fees: $0 (other than any financial adviser fees or NZX Participant fees that may be payable by Alex)
Fund charges:
$119
See the latest fund update for an example of the actual returns and fees investors were charged over the past year.

Private Land and Property Fund10
Total amount withdrawn in the last rolling 12 monthsFee payable (for each tier)
$50,000 or less
Between $50,000 and $100,000
Between $100,000 and $200,000
Between $200,000 and $300,000
Between $300,000 and $500,000
$500,000 or more
Nil
1% of the amount above $50,000
2% of the amount above $100,000
3% of the amount above $200,000
4% of the amount above $300,000
5% of the amount above $500,000
If you sell your units on the NZX Main Board you will not
be charged a withdrawal fee (though a service fee may
be charged by your broker).
There are currently no establishment, contribution,
or termination fees (other than the withdrawal fee)
charged by Booster.
Goods and services tax (GST) is not included in any of the
fees stated. GST will be added to any fees where applicable
(which for the management fee and withdrawal fee, based
on our understanding of the rules, results in a further 1.5%
added, meaning a fee of $100 (excluding GST) would be
$101.50 (including GST).
The fees can be changed
Any new fees or changes to existing fees is subject to the
Trust Deed. We will consult and agree any fee change
with the Supervisor and provide one months notice of any
increase in the management fee to all investors in the Fund.
Booster must publish a fund update for the Fund showing
the fees actually charged during the most recent year.
Fund updates, including past updates, are available at
www.booster.co.nz.
Other costs and expenses
The Fund may also incur interest and borrowing costs
related to gearing undertaken by the Wholesale Portfolio.
These are the interest costs and any fees associated with
the implementation or amendment of borrowing facilities.
Gearing is an effective and common method of increasing
the returns earned on property investment, subject to
the risks described in Section 4 – What are the Risks of
Investing?
The interest and borrowing costs are estimated to be 3.33%
of the net assets of the Fund assuming a gearing ratio of
40% is reached.
These expenses are not considered to be Fund charges (as
outlined above), but are disclosed here to provide investors
an understanding of the nature and amount of the expenses
that the Fund (or Wholesale Portfolio) incurs.
Individual action fees
Contribution fee
Booster does not charge an entry fee.
Your financial adviser, with your agreement, may charge you other fees for the services they provide to you. These fees
may include an entry fee on each investment amount. If an entry fee is charged, it will be deducted from each investment
amount before your money is invested in the Fund and paid to your financial adviser.
If you buy units in the Fund through an NZX Participant (such as a broker), they may also charge you a fee.
Withdrawal fee
Booster may charge a withdrawal fee on part or all of your investment withdrawn from the Fund. The fee charged is
based on the sum of all amounts you have withdrawn from the Fund in the previous rolling 12 months. If you hold multiple
accounts, in the same legal entity or with the same legal ownership, the withdrawal fee applicable will be based on the
TOTAL amount of withdrawals by the same legal entity/beneficial owner.
This fee is deducted from the withdrawal amount and paid to the Fund.
The Booster Managed Funds that invest in the Fund will not be charged a withdrawal fee.

Private Land and Property Fund11
The Fund is a Listed PIE. The amount of tax that the Fund
pays is calculated at the rate of 28% on its taxable income.
The Fund intends to pay a distribution on a quarterly basis,
which will include imputation credits to the extent it has
paid tax. If you are a New Zealand resident individual or
trustee investor (other than a unit trust) and your marginal
tax rate is less than 28%, you can choose to include the
fully imputed distribution in your tax return, and apply the
surplus tax credits against other income on which you are
required to pay tax.
About Booster
Booster Investment Management Limited (Booster)
is the manager of the Fund.
We are part of the Booster Group which has been
helping New Zealanders save since 1998. The group
currently administers superannuation and investment
funds of over $3.5 billion on behalf of more than
120,000 New Zealanders.
You can contact us at:
Booster Investment Management Limited
Level 19, Aon Centre, 1 Willis Street
PO Box 11872, Manners Street Wellington 6142
Phone:
0800 40 40 50
Email:

clientser
vices@booster.co.nz
Who else is involved?
6.What taxes will you pay?
7.Who is involved?
NameRole
SupervisorPublic TrustSupervises us to make sure
we meet our responsibilities
and obligations.
CustodianPT (Booster
Investments)
Nominees
Limited
Appointed by the Supervisor
to hold the assets of the
Fund on behalf of the
investors. The Custodian
is a wholly-owned subsidiary
of the Supervisor.
Unit
Registrar
Link Market
Services Limited
Provides registry services.
That portion of a distribution that does not have imputation
credits attached (referred to as excluded income) is not
taxable to a New Zealand resident investor.
For further information about tax, or if you are investing
in the Fund as a joint investor, company, trust, or estate,
see the ‘Other Material Information’ document available
on our website www.booster.co.nz/booster-investments/
investment-documents for more information.
Any complaints about the Fund can be made to us
(in the first instance), or the Supervisor, at the contact
details below:
Manager
Booster Investment Management Limited
Attn Chief Operating Officer
Level 19, Aon Centre, 1 Willis Street
PO Box 11872, Manners Street
Wellington 6142
Phone:

04 894 4300
Email:

clientser
vices@booster.co.nz
Supervisor
Public Trust
Attn General Manager, Corporate Trustee Services
Level 8, Public Trust Building,
22 Willeston St
Wellington 6011
Private Bag 5902 Wellington 6140
Phone:

0800 371 471
Email:

CTS.Enquir
y@PublicTrust.co.nz
If your complaint can’t be resolved, you can refer it to
one of the following approved dispute resolution schemes.
They won’t charge you a fee to investigate or resolve your
complaint.
Booster’s approved dispute resolution scheme
Financial Dispute Resolution
Level 4, 142 Lambton Quay
Freepost 231075
PO Box 2272
Wellington 6140
Phone:
0508 337 337
Email:

enquiries@fdrs.org.nz
Web: www.fdrs.org.nz
Public Trust’s approved dispute resolution scheme
Financial Services Complaints Limited
Level 4, 101 Lambton Quay
PO Box 5967
Wellington 6145
Phone:

0800 347 257
Email:

complaints@fscl.org.nz
W
eb:
www
.fscl.org.nz
8.How to complain

Private Land and Property Fund12
More information about the Fund, including fund updates, financial statements, annual reports, the Trust Deed, SIPO, and
other material information is available on the Scheme register and offer register at
www.disclose-register.companiesoffice.govt.nz and copies can be requested from the Registrar of Financial Service
Providers.
You can also get this and other information about your investment, free of charge, from your financial adviser,
or by asking us:
Phone: 0800 40 40 50 from 8:00am to 5:00pm (Monday to Friday)
Write: Booster Investment Management Limited,
PO Box 11872, Manners Street, Wellington 6142
Email: clientservices@booster.co.nz
Visit: www.booster.co.nz
9. Where you can find more information
10. How to apply
To invest in the Fund, you can either:
1. apply directly to Booster at www.booster.co.nz/booster-investments/private-land-and-property-fund; or
2. apply via a financial adviser; or
3. you can also buy units in the Fund through an NZX Participant (such as a broker).
See www.nzx.com/services/market-participants for a list of current NZX Participants.
If you apply directly to Booster or via a financial adviser, you will need to enter into a Client Custody Agreement for the
Booster Wrap Administration System. To apply direct or if you would like to get in touch with a financial adviser who uses
the System, call us on 0800 40 40 50.

This page has been intentionally left blank.

We’re here to help.
To find out more about the Fund or
Booster Investment Scheme 2 talk
to your financial adviser, call us on
0800 40 40 50 or visit our website.
booster.co.nz
A disclosure statement is
available from your financial adviser,
on request and free of charge.
Booster Investment Management
Limited, PO Box 11872, Manners Street,
Wellington 6142, New Zealand

---

Page 1 of 37






Private Land
and Property
Fund
Of the Booster Investment Scheme 2


Other material information


8 October 2020

Page 2 of 37

Table of contents
1 Introduction Page 3
2 Summary - Private Land and Property Fund Page 3
2.1 Investment Structure Page 3
2.2 Key Financial Ratios Page 4
2.3 Further Information Page 5
3 Information on the Private Land and Property Fund Page 6
3.1 Investing in the Fund Page 6
3.2 Risk Indicator Page 6
3.3 Interest in the Fund Page 7
3.4 Calculation of Fund value and unit value Page 7
3.5 Income Distributions Page 8
4 Information on the Wholesale Portfolio Page 9
4.1 Property Investments of the Fund Page 9
4.2 Property Development Projects Page 15
4.3 Borrowing Page 17
4.4 Basis of Estimates for costs Page 18
5 Guarantees Page 19
6 Taxation Page 20
6.1 Portfolio Investment Entity (PIE) Tax Page 20
6.2 Tax Reporting Page 21
7 Information about the Scheme Page 22
7.1 Suspension Page 22
7.2 Amendment to the Trust Deed Page 22
7.3 Winding up a Fund and the Scheme Page 22
7.4 Market Indices Page 22
8 Who is involved with the Scheme Page 23
9 Conflicts of interest Page 26
9.1 Related Party Transactions Page 27
10 Other Material Contracts Page 28

Page 3 of 37

1. Introduction
The Private Land and Property Fund is a fund offered under the Booster Investment Scheme 2.
This document is designed to provide potential investors with information on the Private Land and Property Fund
(the Fund) and the Booster Investment Scheme 2 (Scheme) that we believe may be material to a decision to invest in
the Fund.
The information provided complements the Product Disclosure Statement (PDS) for the Fund that the investor
received so it is important that these documents are read together.
Additional information regarding the operation of the Scheme can be found in the Scheme’s Trust Deed which can be
viewed at www.booster.co.nz/documents-and-forms/booster-investment-scheme-documents-and-forms.
Where the term “we”, “us”, “our”, “ourselves” or “Booster” is used, we mean Booster Investment Management
Limited, the Manager of the Scheme.
It is not possible to include full information on all aspects of the Fund and the Scheme in the PDS and/or this
document and you may have further questions about the suitability of the Fund as an investment for you.
If you do have any questions, we would be pleased to hear from you. You can contact us on 0800 40 40 50. You can
also discuss your personal situation with your financial adviser.

2. Summary - Private Land and Property Fund
The Private Land and Property Fund (the Fund) is a managed fund and investors purchase units which gives them an
interest in the Fund that is proportionate to the number of units that the investor holds. The number of units that an
investor receives is dependent on the amount of money invested and the unit price of each unit issued in the Fund.
The Fund is listed on the NZX Main Board (code PLP). You can view the Fund’s NZX page at
www.nzx.com/companies/PLP.
An investor can choose to make an investment in the Fund, either by purchasing units through the Booster wrap
administration system or via the NZX through an NZX Participant (such as a broker).
Go to section 3.1 - Investing in the Fund for further information on the ways to invest into the Fund.

2.1. Investment Structure
The Fund fully invests into a separate wholesale portfolio which is also managed by Booster – the Private Land and
Property Portfolio (Wholesale Portfolio). The Wholesale Portfolio is a managed fund established under the Booster
Investment Scheme, a separate scheme also managed by Booster Investment Management Limited (BIML or the
Manager).
The Fund holds 100% of the units of the Wholesale Portfolio, and the Wholesale Portfolio holds the direct property
investments, assets, borrowings and liabilities that the investors in the Fund are exposed to. This also means the
unitholders of the Fund are exposed to the costs and charges incurred by the Wholesale Portfolio as part of the
management of the property investments and borrowings.
As the Fund increases in size, it will obtain more investment exposure to direct unlisted Property by buying units in the
Wholesale Portfolio. The Wholesale Portfolio Manager is constantly looking for further suitable investment
opportunities, consistent with its investment strategy, and to increase its level of diversification.
As the Fund wholly invests into the Wholesale Portfolio, investors should have oversight of how their money is being
invested by the Wholesale Portfolio. The diagram below illustrates the relationship between the Fund and the
Wholesale Portfolio and provides a high level overview of the key financial information that we consider relevant to
investor’s decision to invest in the Fund:

Page 4 of 37


The financial information included in the diagram above is as at 5 October 2020 and will change from time to time.

2.2. Key Financial Ratios
The above diagram outlines the key financial ratios of the Wholesale Portfolio, an explanation of these ratios is as
follows:
• Gearing ratio – this ratio shows the level of borrowing the Wholesale Portfolio has undertaken as a
percentage of total assets.
• Interest cover ratio – this ratio shows how many times earnings would be able to pay the interest debt
incurred on borrowings.
• Interest costs ratio – similar to the interest cover ratio, this ratio shows the amount of interest as a
proportion of net assets.
• Property operating expenses – this ratio shows the costs incurred to operate and maintain the properties as
a percentage of net assets.
Investors hold units in the Fund
Booster Investment
Private Land and
Net asset value
$50.1 million
(direct with Booster or via NZX)
Scheme 2
Property Fund
the "Fund"
Total Assets (millions)
Total Liabilities (millions)
Value
Value
Units in the Private Land and Property Fund
$50.1
Liabilities
$0.0
Cash
$0.0
Total Liabilities
$0.0
Total Assets
$50.1
The Fund invests into the
Booster Investment
Private Land and
Total as s et val ue
68.6
$

mi l l i on
Wholesale Portfolio
Scheme
Property Portfolio
Total borrowi ngs
18.5
$

mi l l i on
Net asset value
50.1
$

million
The Wholesale Portfolio holds
the direct property assets and
borrowings
Total Assets (millions)
Total Liabilities (millions)
Property Assets
Facility
Facility Lim it
Location/Region
Property Type
Property Value
Borrowings with ANZ
$18.5
Aw atere Valley,
Marlborough
Vineyard properties
$18.4
Other liabilities (incl Property
Operating Costs)
$0
Hope, Nelson Region
Vineyard properties
$15.8
Total liabilities
$18.5
Hawke’s Bay
Vineyard property
$4.9
Winery building
$3.0
Mahana, Nelson region
Winery building and
vineyard property
$3.9
Kerikeri, Northland
Kiw if ruit orchard property
$15.5
Total Property assets
$61.5
Other Assets
Cash / Income
$7.2
Accrued expenses
-$0.1
Total Assets
$68.6
Key Financial Information related to
Gearing ratio:
26.99%
Interest cover ratio:
2.87 times
the Wholesale Portfolio:
Property operating costs (estimated):
0.09%
Interest costs ratio:
1.71%
the "Wholesale
Portfolio"
% of uni ts hel d by the
Portfolio
100%

Page 5 of 37

2.3. Further Information
Section 4.0 - Information on the Wholesale Portfolio outlines further information in respect of the direct assets and
liabilities of the Wholesale Portfolio, including specific details regarding the:
• Direct Property Investments of the Wholesale Portfolio;
• Borrowings of the Wholesale Portfolio; and
• Estimated costs of investing in the Wholesale Portfolio.

Page 6 of 37

3. Information on the Private Land and Property Fund
3.1. Investing in the Fund
An investor can choose to make an investment in the Fund, either through:
• the Booster wrap administration system (the System); or
• an NZX Participant (such as a broker).
Investing through the System
To invest in the Fund through the System, an investor must first enter into a Client Custody agreement (Agreement)
for the Booster Wrap Administration System (System) by either:
• applying directly to Booster at www.booster.co.nz/booster-investments/private-land-and-property-
fund; or
• applying via a financial adviser or a financial adviser authorised to provide a Discretionary
Investment Management Service (DIMS).
The Agreement enables the investor to invest in the Fund through an account in the System and sets out the terms
and conditions upon which access is provided through the System. Under the Agreement all of the investor’s
investments are held by, and in the name of, a custodian to the System to ensure that beneficial ownership of the
investments remain with the investor, not the financial adviser or us. The custodian is Asset Custodian Nominees
Limited (ACNL), a bare trust established solely for this purpose, and is owned by Booster Financial Services Limited.
The custodian of the System can change from time to time without prior notification.
Buying units on the NZX Main Board (code PLP)
You can buy units in the Fund on market at the quoted price through an NZX Participant (such as a broker). In order to
trade quoted units, you will need to have a Common Shareholder Number (CSN) an Authorisation Code (FIN) and a
relationship with an NZX Participant. See www.nzx.com/services/market-participants for a list of current NZX
Participants.
You can view the Fund’s NZX page at www.nzx.com/companies/PLP, including all announcements made on the NZX
at www.nzx.com/companies/PLP/announcements
Applications
We may accept or decline applications at our discretion. No interest will be paid on applications that are declined in
whole or in part (except as required by law). We may invite offers for investments in the Fund and any offer may be
underwritten. We may set minimum application amounts and balances and may waive or vary the minimum
application and balance amounts at any time. See the PDS for further information.

3.2. Risk Indicator
Information on the risk indicator for the Fund has been included in the PDS. In the PDS section 4 “What are the risks of
investing?” it is noted that the risk indicator will be based on the returns data for the Fund for the most recent period
of five years before the PDS was prepared. Each quarter, fund updates will tell you what the most recent risk indicator
for the Fund is, again based on returns data for the previous five years.
As the Fund has not been offered for a full period of five years, five years of returns data will not be available. There
will be a note in the PDS or the fund update for the Fund that will tell you that an index return has been used for the
initial months of the five-year period, to give you an indication of what the risk indicator is likely to have been.
The risk indicator has been calculated using a mix of actual returns of the Wholesale Portfolio for the period of 1
October 2017 to 31 March 2020, and historical returns obtained from the Property Council/IPD New Zealand Property
Index for the period of 1 January 2015 to 30 June 2017. Actual Fund returns were used for the remaining period to 30
September 2020. As a result, the risk indicator may provide a less reliable indication of the potential future volatility of
the Fund. The Property Council/IPD New Zealand Property Index is not a securities index, but we have used it in the
risk indicator calculation because there is no appropriate securities index or peer group index available for the

Page 7 of 37

Portfolio. We consider the Property Council/IPD New Zealand Property Index allows the risk indicator to reflect the
potential future volatility of the Portfolio, although not as reliably as if actual returns were available for the entire
period. You can find more information about the Property Council/IPD New Zealand Property Index here:
https://www.propertynz.co.nz/msci-property-council-new-zealand-quarterly-property-index.
The Property Council/IPD New Zealand Property Index is a property index rather than a securities index, but we have
used it in the risk indicator calculation because there is no appropriate securities index or peer group index (an index
based on the performance of a group of funds that invest in a particular sector or sectors) available for the Fund. This
is due to the Fund’s investment strategy being able to obtain an investment exposure primarily in a specialised
portfolio of directly held, unlisted, agricultural and horticultural land and other property investments in New Zealand;
a strategy for which no appropriate securities index or peer group index exists. We consider the Property Council/IPD
New Zealand Property Index allows the risk indicator to reflect the potential future volatility of the Fund, although not
as reliably as if actual returns were available for the entire period. The absence of an appropriate securities index or
peer group index also means that the Fund’s performance will not be benchmarked against a reference return in the
fund updates.
If you would like more information on the risk indicators for the Fund and of the methodology used, please contact us
on 0800 40 40 50.

3.3. Interest in the Fund
Investments expressed in units
The Fund is divided into units. Each unit confers an equal interest in the Fund, although investors do not acquire any
direct right or interest in any of the investments held by the Fund.
Investments and other credits to the Scheme are used to purchase units in the Fund by the investor. Similarly,
withdrawal payments and other deductions are made by selling units.
The value of each investor’s units from time to time will depend on the value of the Fund and the number and unit
price of units held in the Fund. Investment returns (whether gains or losses) will be reflected by changes in unit
prices.
A register of unitholders in the Fund is maintained by Link Market Services Limited (Unit Registrar) which record all of
the investment details of each unitholder, including (but not limited to) number of units held, contributions,
withdrawals, tax and imputation credit information.

3.4. Calculation of Fund value and unit value
The Fund’s value (known as the ‘net asset value’ of the Fund) is calculated by deducting from the aggregate of:
• the cash forming part of the assets of the Fund; and
• the redemption value of the units held by the Fund in the Wholesale Portfolio;
the aggregate of:
• the liabilities of the Fund; and
• all unpaid costs, fees, charges and other material outgoings of the Fund (including the Supervisor’s and our fee,
and expenses) accrued to that date.
The unit value (unit price) for the Fund is calculated for each working day by dividing the net asset value by the
number of units on issue at the relevant time in the Fund. The Fund’s unit prices are published on Booster’s website at
www.booster.co.nz/booster-investments/private-land-and-property-fund.The unit value calculated by Booster may
differ from the quoted price on the NZX Main Board.

Page 8 of 37

3.5. Income Distributions
The Fund will aim to pay quarterly distributions to investors of any net cash income received from the Wholesale
Portfolio (after allowing for expenses). The payment of distributions are at the discretion of the Manager.
Distribution Reinvestment Plan (DRP)
Investors who are a resident in New Zealand and have an address in New Zealand on the Fund registers are eligible to
and can choose to reinvest their distribution- by participating in the DRP. As participation in the DRP is voluntary,
eligible investors are free to opt-in or opt-out of the DRP at any time with prior notice to the Manager (for direct
investors) or Link Market Services Limited (for NZX investors).

The following additional conditions apply to the DRP:
1. When the Fund announces a distribution, the Fund will also confirm whether the DRP will apply to that
distribution (i.e. the Fund can revert to paying only cash distributions at any time).
2. The price of the units issued under the DRP will be the latest available unit price on the morning of the
payment date.
3. The New Zealand tax status of the distribution will not change.
4. Any new units issued under the DRP will rank equally in all respects with existing units.
5. The Manager retains the right to determine that the DRP will not apply to a particular distribution, or will not
apply to some of a particular distribution (rather than all), with the result being that all or the relevant
proportion of that distribution will be paid in cash instead of the DRP applying.
6. Investors must complete an DRP Election Notice if they are to opt into the DRP or cease participating in the
DRP.
7. All DRP Election Notices must be received by the Manager (for investors who hold their units through
Booster) or by Link Market Services Limited (for investors investing directly on the NZX) by the Record Date of
the relevant distribution. Record Date means 5:00pm on the date fixed by the Manager for determining
entitlements to distributions payable or credited on Fund units. An election will remain in force for all future
distributions to which the DRP applies, unless an updated DRP Election Notice is received advising the
investor no longer wants to participate in the DRP. A copy of the DRP Election Notice is available from the
Manager or if you invested in to the Fund directly on the NZX, you can make your election on-line at
https://investorcentre.linkmarketservices.co.nz

Partial Units:
• Investors who hold units through Booster’s custodial service are able to hold partial units, resulting in the full
value of the distribution being reinvested without any residual cash left over.
• For investors investing directly on the NZX, the number of additional units received under the DRP will be
rounded down to the nearest whole unit (to comply with NZX rules). Any residual cash left-over shall be
carried over and applied under the DRP the next time the DRP operates. You will not accrue interest on this
residual cash balance. Should you cease to participate in the DRP; or cease to be a unitholder of the Fund,
any residual cash balances that have been carried over shall be forfeited.

Statements:
• For investors who hold units through the System, Booster will provide you with reporting in respect of all of
your investments with Booster on at least an annual basis, including details of the distribution and the
number of units received under the DRP.
• For investors investing directly on the NZX, Link Market Services Limited (Unit Registrar), will send a
statement within five trading days of the allotment of additional units issued, including details of the
distribution and the number of units received under this DRP as well as any residual cash balances carried
over.

Page 9 of 37

4. Information on the Wholesale Portfolio
The Private Land and Property Portfolio (the Wholesale Portfolio) is a managed fund established under the Booster
Investment Scheme, a separate wholesale scheme managed by the Manager. The Private Land and Property Fund
(the Fund) is the sole investor in the Wholesale Portfolio and holds 100% of the units issued by the Wholesale
Portfolio.
This section outlines the information that is relevant to investors in the Fund, but directly relates to the operations of
the Wholesale Portfolio.

4.1. Property Investments of the Fund
Details of the investments held by the Wholesale Portfolio as at the date of this document are provided below.
In addition to the investments listed below, the Wholesale Portfolio will from time to time consider further
investment opportunities. Booster undertakes a due diligence process for each prospective investment to assess the
sustainable long term cashflows and its potential match with the investment criteria for the Wholesale Portfolio.

Page 10 of 37

1. Vineyard Properties in Awatere Valley, Marlborough
Property Details
Property Value
1
$18, 287,000
Planted Land Area 111.3 canopy hectares of the total 195.8 hectares
Basis of Property Return Sale of grapes
Primary customers
2
Awatere River Wines Limited Partnership and Treasury Wine Estates
(Matua) Ltd
Weighted average contract term 9 years
Last independent valuation
3
February 2018 and June 2019
Notes on the Property:
Planted across land to the south of Awatere River, these vineyards feature 111.3 developed and developing canopy
hectares of predominantly Sauvignon Blanc with some Pinot Gris, Pinot Noir, and Viognier.
Established on free-draining river silt loams with various plant spacing configurations, the vineyards source irrigation water
from a mix of an infiltration trench in the river, an irrigation scheme and dams. Frost fans provide frost protection.
With 30% of the canopy hectares fully mature and highly productive, a further 14% is expected to mature by 2022, 18% by
2023, and the remaining 38% by 2024.

Page 11 of 37

2. Vineyard Properties in Hope in the Nelson region
Property Details
Property Value
1
$15,455,000
Planted Land Area 105.5 canopy hectares of the total 116.8 hectares
Basis of Property Return Fixed price lease
Lessee
2
Waimea Estates (Nelson) Limited
Weighted average contract term 19 years
Last independent valuation
3
September 2018
Notes on the Property:
Planted as far back as 1993 in land near Richmond, these vineyards comprise 105.5 fully developed canopy hectares of
predominantly Sauvignon Blanc with some Albarino, Cabernet Franc, Chardonnay, Gewurztraminer, Gruner Veltliner, Pinot
Gris, Pinot Noir, Riesling, Sauvignon Gris, Syrah, and Viognier.
Established in the stony alluvial soils of the Waimea Plains with various plant spacing configurations and very low frost risk,
the vineyards source irrigation water from the Waimea East Irrigation Scheme.
In early 2018, a presence of Leaf Roller Virus was identified in part of one of the five vineyard blocks that has the potential
to reduce grape harvest yields over the medium to longer term. As a result, roughly 11.4 canopy hectares were removed
shortly after harvest, to be replanted in 2019 after land remediation and are expected to reach full maturity by 2025.

Page 12 of 37

3. Winery Building and Vineyard Property in Hawke’s Bay
Property Details
Total Property Value $7,951,000
Land Value
1
$4,833,000
Planted Land Area 35.9 canopy hectares of the total 45.42hectares
Basis of Property Return Fixed Price Lease
Lessee
2
Booster Wine Group Limited Partnership
4

Weighted average contract term 20 years
Last independent valuation
3
On original purchase – September 2018
Other Property Value
1
$2,863,000
Nature of Other Property Winery building
Basis of Property Return Fixed Price Lease
Lessee
2
Booster Wine Group Limited Partnership
4

Weighted average contract term 20 years
Last independent valuation
3
On original purchase – September 2018
Notes on the Property:
The winery and vineyard properties are situated in the Bridge Pa Triangle, a recognised vineyard sub region of the Hawke’s
Bay. The vineyards comprise 35.9 fully developed canopy hectares planted in the late 1990’s of predominantly Pinot Noir,
Merlot, Sauvignon Blanc, Syrah, Chardonnay varieties.
The availability of water and adequacy of the Resource Consent to provide water when required are key benefits in this
area, with the vineyards and winery sourcing their water from wells. Wind machines provide frost protection to the
vineyards.
The winery was architecturally designed to offer a functioning commercial winery plus retail, dining and administration
activities.

Page 13 of 37

4. Winery Building and Vineyard Property in Mahana in the Nelson region
Property Details
Property Value (at cost)
1
$3,923,000
Planted land Area 21.2 canopy hectares of the total 34.5 hectares
Basis of Property Return Fixed Price Lease
Lessee
2
Waimea Estates (Nelson) Limited
Weighted average contract term 20 years (with 4 rights of renewal at the lessee’s option – each right
being for a 20-year term)
Last independent valuation
3
On original purchase – January 2019
Notes on the Property:
The vineyard is a 21.2 hectare in Mahana, Upper Moutere. The wine varietals produced are Pinot Noir, Pinot Gris, Riesling
and Chardonnay. The land has a 130 metre deep well which provides irrigation for the vines.
The unique architecturally designed 4-level gravity-fed winery was set in to the hillside to reduce energy usage, and enable
high quality wines to be produced, whilst its ‘living roof’ also allows it to blend gently with the surrounding landscape. The
winery building has a function cellar, tasting room, bottling hall and office.

Page 14 of 37

5. Orchard property in Kerikeri
Property Details
Property Value (at cost)
1
$15,567,000
4
Planted land Area 29.8 canopy hectares of the total 50.41 hectares
Basis of Property Return Fixed Price Lease
Lessee
2
Seeka Limited
Weighted average contract term 15 years (with no right for Lessor termination before 30 July 2024)
Last independent valuation
3
On original purchase - July 2019
Notes on the Property:
The orchard is situated in Northland close to Kerikeri and is a total area of 50.4 ha and is used for horticultural purposes
and is historically known for kiwifruit and citrus with current plantings of 20 canopy hectares of planted Sun Gold kiwifruit
under licence from Zespri, and 9.8 canopy hectares of lemons.
The availability of water from community schemes is a benefit in this area as primary infrastructure and maintenance
requirements are addressed by the scheme.
Due to the buoyancy of the sector and international market in this area, further development works are planned for the
orchard over the next five years to remove the citrus and increase the Sun Gold canopy and production.

Page 15 of 37

Notes on the Property investments:
1. The value of the Property is at 30 September 2020 based on the Manager’s assessment of the most recent independent
valuation (or at cost as at the purchase date where purchased within the last 12 months). The Manager reviews the valuation
of Property on at least a quarterly basis and the Manager’s valuation assessment is supported by the independent valuations
received for each Property.
2. The key terms of each of the material contracts related to the Property of the Wholesale Portfolio can be found in section 10.0
– Other Material Contracts of this document.
3. Independent valuations have been obtained for each of the properties as noted.
• In the case of the Awatere based land, the Manager’s valuations are supported by the latest independent valuations
other than the increase in value recognised for land under development, for which our valuation policy is described
below.
• For Hope, Nelson based land, the Manager’s valuation is fully supported by the latest independent valuation.
• For Hawke’s Bay based land, buildings and fixed assets, the Manager’s valuation is fully supported by the latest
independent valuation.
• For Mahana, Nelson based land and buildings, the Manager’s valuation is fully supported by the latest independent
valuation.
4. The purchase price for the Orchard property in Kerikeri was $15,500,000 and was the First Instalment of agreed consideration.
Under the Sale and Purchase Agreement, an additional sum of up to $950,000 may be payable on or around 30 September
2024 based on the production of the established canopy hectares (Second Instalment).

4.2. Property Development Projects
There are various property development projects currently in place to maintain, improve and enhance the Properties.
The Manager of the Wholesale Portfolio approves all property development and the associated capital expenditure
required to complete the development. The project work completed on the Properties is expected to affect the
valuation of the property, which is reflected in the unit price of the Wholesale Portfolio.
A summary of the material project development projects that are currently underway are detailed below:
Barewood Block
A parcel of land in the Awatere Valley in Marlborough was purchased at an original cost of approximately $4 million.
The land was partially planted in vines and included 28 hectares of bare land. A development project was undertaken
in respect of the bare land, with a total expected cost of $2 million. The scope of the development includes the planting
of vines, vineyard infrastructure including irrigation and frost protection, as well as building an irrigation dam on site.
The project management is provided by Awatere River Vineyards Limited, which is (indirectly) majority owned by the
Booster Tahi Limited Partnership that is managed by another company in the Booster Group. The project is substantially
complete as at the date of this document. Based on an independent valuation report, the Manager considers that the
vineyard’s value will increase by $0.9m once the vines mature and reach full productive capacity (excluding any general
market driven increases in land values over that time). It is expected the vines will reach full maturity over a 7-year
period ending in 2024.
For unit pricing of the Wholesale Portfolio, the value of the land is valued daily based on the internal rate of return
calculated at the outset of the development project. The internal rate of return is calculated as the sum of expected
capital value appreciation of the land plus the expected net earnings from the land over the development period. This
means a large portion of the expected development capital gain is recognised in the earlier years when grape yields are
low and reduces over time as the grape yields approach that of a mature vineyard. The daily unit price will also reflect
any changes in the value of the land on full maturity or the forecasted operating cash flows over the remainder of the
development period, which are reassessed on a periodic basis.
Upton Downs Block
Another block of land in the Awatere Valley in Marlborough was purchased in February 2018 for $8 million following
the completion of a substantial development project by the vendor on 34 of the resulting total 59 canopy hectares. It
is expected the developing vineyards will reach full maturity in 2024. Based on the same expected market value per
mature canopy hectare of the Barewood block, the Manager considers that Upton’s vineyard value will increase by
$0.6m (excluding any general market driven increase in land values over that time).
For unit pricing purposes, the net asset value of the land is increased at the internal rate of return calculated at the
outset of the development project, on the same basis as described for Barewood above.

Page 16 of 37

Hope Block
In Hope, Nelson, as noted on page 12 above, part of the Hope block originally purchased in July 2017 for $5 million was
redeveloped and replanted due to a high prevalence of the Leaf Roller Virus disease, at a cost of $0.6 million. This
project commenced after the 2018 harvest and the replanted vines are expected to reach maturity in 2025. The affected
area of land will return to a fixed return lease arrangement and market value of a mature vineyard once it produces an
adequate tonnage. In the meantime, the income to the Fund would be represented by an expected increase in the
value of the land as it approaches maturity, and any net income / expense in managing the land over that period.
The key terms of the project can be found in section 10.0 – Other Material Contracts of this document.
Sileni Winery and Vineyard
The Sileni winery building and surrounding vineyards located in the Hawke’s Bay were purchased in September 2018.
The winery building is being developed to include a new refurbished cellar door to help build brand awareness, build
local relationships by supporting local producers at the new cellar door and increase local support. The vineyards
surrounding the winery building have been undergoing some general maintenance and development work to replace
aging canopies.
These improvements in the winery building and vineyards is reflected in an increase in their investment value which is
used as a basis for setting the lease income, as per the terms of the existing lease agreement.
The key terms of the Land and Building Lease Agreement can be found in section 10.0 – Other Material Contracts of this
document.
Gravity Winery and Vineyard
The Gravity winery building and surrounding vineyards located in the Mahana region of Nelson were purchased in
January 2019. The vineyards are undergoing general maintenance and improvement works to bring it up to optimal
operational standard and an additional 2 hectares of vines are being established, which will take the vineyard from a
size of 21 to 23 canopy hectares. The winery building is being developed to incorporate a restaurant and cellar door.
The development of the winery building also included an upgrade to the waste water management system.
These improvements in the winery building and vineyards is reflected in an increase in their investment value which is
used as a basis for setting the lease income via the existing lease arrangements.
The key terms of the Land and Building Lease Agreement can be found in section 10.0 – Other Material Contracts of this
document.

Page 17 of 37

4.3. Borrowing
The Fund may not borrow, but it has an indirect exposure to borrowings via the Wholesale Portfolio which has its own
borrowing facility. The Wholesale Portfolio may gear up to 65% of its total assets and has a target of 40%.
The Wholesale Portfolio has entered into an interest-only bank loan facility with ANZ Bank New Zealand Limited (ANZ)
where the facility provides for two commercial loans (Commercial Loan Facility A and Commercial Loan Facility B). As
security for the borrowings, ANZ has a first ranking security interest over a number of specific assets (the Property, the
lease/income agreements and water rights related to those Properties). The unpaid principal and interest in respect
of these borrowings is taken into account in the unit value of units in the Wholesale Portfolio. In the event of a wind
up of the Wholesale Portfolio, any unpaid principal and interest in respect of the borrowings will rank ahead of the
interests of investors in the Wholesale Portfolio and will need to be paid before any payment of the residual value can
be paid to its investors, which is currently just the Retail Fund.
As at the date of this document, a summary of the loans in place are as follows:
Facility Facility Limit Drawn down Interest Rate Expiry Date
Commercial Loan Facility A $12,000,000 $12,000,000 4.54% pa (fixed) 25 May 2023
Commercial Loan Facility B $6,540,000 $6,540,000 4.48% pa (fixed) 6 May 2022
Total borrowings $18,540,000 $18,540,000

The repayment of principal falls due on the expiry date noted above, however an extension or refinance of each
facility is likely to be required. The Manager of the Wholesale Portfolio will seek to arrange an extension or refinance
prior to the end of each facility’s term.
In order to maintain the loan facilities, certain financial covenants must be met. The financial covenants for the loans,
and their ratios are as follows:
Financial Covenant As at 5 October 2020
Loan to value ratio is not to exceed 50% of the value of the
secured land
Gearing ratio of 26.99%
Interest cover ratio (EBITA to interest costs) is to exceed 2 times) Interest cover ratio was 2.87 times
Note:
• The gearing ratio or loan to value ratio is how much the Wholesale Portfolio owes (interest bearing debt/
borrowings) as a portion of its property assets.
• The interest cover ratio of the Wholesale Portfolio is calculated as the prevailing annualised earnings
before interest, tax, depreciation and amortisation plus unrealised gains less unrealised losses all divided
by the interest and borrowing costs.

For further information on this loan facility, refer to section 10.0 - Other Material Contracts below.

Page 18 of 37

4.4. Basis of Estimates for Costs
Property Operating Expenses
These are the direct costs of ownership and operating the individual Properties of the Wholesale Portfolio. This includes
(but is not limited to) valuations and other property related costs and associated professional fees.
The estimate of the property operating expenses has been prepared on the following basis:
• The expenses have been assessed for the next 12 months from the date of this document for existing property
• Reasonable estimates made for costs such as valuations based on current or past costs and other property
related costs and associated professional fees.
Note the actual costs may differ from estimated, including if additional properties are purchased.

Page 19 of 37

5. Guarantees
No person, including us, the Supervisor, the Government or any other party, guarantees the performance, returns or
repayment of capital of the Scheme, the Fund or of the Wholesale Portfolio.

Page 20 of 37

6. Taxation
The information in this section is intended as general guidance only and is based on legislation in effect at the date of
this document. There may be various non-New Zealand tax consequences which affect the Scheme and non-New
Zealand resident investors that are not addressed here. We recommend that investors seek professional tax advice
regarding their individual circumstances, to clarify any of the following, prior to investing. Investors should also
periodically monitor the tax implications of investing in the Scheme and should not assume that the position will
remain the same as it was when they started investing.
Neither of the Supervisor nor ourselves accepts any responsibility for the taxation consequences of an investor’s
investment in the Scheme.
The Private Land and Property Fund (the Fund) is a Listed Portfolio Investment Entity (Listed PIE). The following
information is based on the Fund being a Listed PIE.

6.1. Portfolio Investment Entity (PIE) Tax
Under the PIE regime for Listed PIEs, the Fund will pay tax at 28% on all taxable income it earns.
When the Fund pays a distribution to its investors then, to the extent that it has imputation credits as a result of
income tax it has paid, it will attach those imputation credits to the distribution to the maximum extent permitted by
law.
To the extent a distribution does not have imputation credits attached (referred to as excluded income), the
distribution is not taxable to the investor. The effect is that any income earned by the Fund that is not taxable to the
Fund can be distributed to investors free from any further tax.
For that portion of the distribution that has imputation credits attached at 28%, a New Zealand tax resident individual
or trustee (other than a trustee of a unit trust) can choose to include this in their tax return. By including the
distribution in their tax return, an investor that has a marginal tax rate of less than 28% can apply the benefit of any
surplus tax credits against their other taxable income (or carry forward those tax credits to future tax years). For a
New Zealand resident individual or trustee (other than a trustee of a unit trust) with a marginal tax rate of 28% or
more, this income does not need to be included in their tax return, as the tax paid by the Listed PIE at 28% is deemed
a final tax. Other investors (e.g. a company, charity or unit trust) are taxed on Fund distributions that have imputation
credits attached.
For investors who are not resident in New Zealand for New Zealand tax purposes, non-resident withholding tax
(NRWT) of up to 15% will be withheld from that portion of a distribution that is fully imputed, although the NRWT rate
may be reduced to the extent that the non-resident investor has a direct voting interest of 10% or more of the units in
the Fund or, in some cases, under an applicable double tax agreement.
Tax on investments made by the Fund
As the Fund is registered as a PIE, any capital gains made by the Fund in respect to shares in New Zealand resident
companies and certain Australian resident listed companies are excluded from the calculation of taxable income. Most
overseas shares and interests in managed funds held by the Fund will be taxed under the foreign investment fund (FIF)
regime, generally using the fair dividend rate (FDR) method.
Under the FDR method, the Fund will be deemed to have derived income equal to 5% of the market value of its
overseas shares and interests in managed funds calculated on a daily basis (any dividends or other returns flowing
from overseas shares and interests in managed funds will not be separately taxed in New Zealand). Also under the
FDR method, tax deductions may not be made for any losses in respect of holdings in overseas shares and interests in
managed funds.
Other income of the Fund (e.g. interest on bank deposits) is subject to the relevant normal tax rules. Tax may be
imposed in overseas jurisdictions in relation to overseas investments (although this may give rise to a tax credit in
New Zealand).
The Fund also currently receives an indirect tax timing benefit from the depreciation the Wholesale Portfolio claims on
its Property.

Page 21 of 37


6.2. Tax Reporting
Under various agreements and treaties the Fund and/or the Manager may be required to provide information to tax
authorities in jurisdictions outside of New Zealand. We may request this information from you in order to discharge
those obligations.
The Foreign Account Tax Compliance Act (FATCA)
FATCA is legislation that was introduced by the United States Government as a means of preventing tax evasion by US
citizens and tax residents. FATCA has been adopted by the New Zealand Government through an Intergovernmental
Agreement with the US Government (the ‘IGA’) and enabling domestic legislation. Under the IGA, certain New
Zealand financial institutions, such as the Trust, are required to identify investors that are US persons (or certain
entities controlled by US persons), and to report certain information about those investors and their financial
accounts to Inland Revenue. This information is collated by Inland Revenue and passed to the US Internal Revenue
Service. For more information on FATCA, please refer to the Inland Revenue website:
https://www.ird.govt.nz/international-tax/exchange-of-information/fatca/about-fatca. The Scheme has been
registered for FATCA purposes.
Automatic Exchange of Financial Account Information in Tax Matters (AEOI) and Common Reporting Standard (CRS)
AEOI and CRS imposes global rules for the purpose of avoiding offshore tax evasion through the exchange of financial
information between tax authorities in different overseas jurisdictions. Additional information must be obtained from
investors to determine whether any investor are non-tax residents of New Zealand (i.e. resident for tax in another
country) and for any non-tax residents of New Zealand, report certain information such as tax residency, account
balances and interest earned, to the New Zealand Inland Revenue. Accordingly, we may require additional information
from investors in order to comply with these obligations. For more information on AEOI and CRS, please refer to the
Inland Revenue website:
https://www.ird.govt.nz/international-tax/exchange-of-information/crs/important-documents
General Comments
Tax law is complex and changes frequently. Investors should periodically monitor the tax implications of investing in
the Scheme and should not assume that the position will remain the same as it is when they start investing. In
addition, if the Fund ceases to qualify as a Listed PIE then the tax consequences will be different from what is set out
above. The comments under this section “Taxation” are provided as general background only and are not a
comprehensive discussion of tax issues.

Page 22 of 37

7. Information about the Scheme
7.1. Suspension
There will be times when we believe that it is not practicable for a unit price to be calculated fairly. This may happen
where, for example, there is significant disruption in the relevant property markets and market valuations are unable
to be reliably assessed, or where the Fund (or any underlying fund) has had a significant request for withdrawals
beyond the level of liquidity it can make available. If we are not able to calculate the unit price for the Fund, the issue
of units and the payment of withdrawals, in relation to the Fund, will be suspended.
The period of suspension can be up to 90 days. This can be extended by agreement between us and the Supervisor.
Investors who have provided a withdrawal notice will be notified of the suspension.
Units in respect of investments received during a period of suspension will be allocated at the unit price calculated at
the end of the suspension period. Similarly, payments in respect of any withdrawals will be made at the unit price
calculated at the end of the suspension period.

7.2. Amendment of the Trust Deed
We and the Supervisor may amend the Trust Deed in certain circumstances where we believe this to be necessary or
desirable. Any amendment will be carried out in accordance with the Trust Deed and investors will be notified of such
amendments in the Annual Report for the Scheme. For further information, please refer to the Trust Deed.

7.3. Winding up a Fund and the Scheme
The Scheme can be wound up in accordance with the Trust Deed. For further information, refer to the Trust Deed.
If we believe that it is in investors’ best interests, we can propose to wind up the Fund at any time by giving notice. If
the wind up of the Fund goes ahead, investors may be given the opportunity of switching to an alternative Fund. If this
is the case, any investor who does not advise us that they have chosen an alternative Fund will be switched to a
default Fund nominated by us. Upon the winding up of the Fund, the assets of the Fund are realised and, after
payment of all liabilities, the proceeds are distributed to the investors that held units in that Fund in proportion to the
numbers of units held by them immediately prior to winding up.

7.4. Market Indices
Generally, each asset class in which any of the Scheme’s investments are held is measured, for performance purposes,
against an appropriate benchmark index.
The purpose of a benchmark index is to reflect the performance of the Fund in comparison to that of the overall
market for the asset class or asset classes in which the Fund is invested. Such benchmark indices are widely
recognised in financial markets and are administered independently from us.
The indices used are generally included in the Scheme’s Statement of Investment Policies and Objectives (‘SIPO’),
which can be found at www.booster.co.nz/documents-and-forms/booster-investment-scheme-documents-and-forms.
However, as described in section 3.2 - Risk Indicator, due to the specialised nature of the investment strategy of the
Fund no appropriate securities index or peer group index exists. The absence of an appropriate securities index or
peer group index means that the Fund’s performance will not be benchmarked against a reference return in the fund
updates.

Page 23 of 37

8. Who is involved with the Scheme?
Manager
The manager of the Scheme is Booster Investment Management Limited (Manager) and our address is Level 19, Aon
Centre, 1 Willis Street, Wellington 6011. Our ultimate holding company is Booster Financial Services Limited.
We have been granted a licence under Part 6 of the Financial Markets Conduct Act 2013 to act as a manager in respect
of managed funds such as this Scheme. The conditions of our licence imposed by the Financial Markets Authority are
published on https://fsp-register.companiesoffice.govt.nz
We are also the administration manager and investment manager of the Scheme.
The names of our directors and senior managers, and a summary of their relevant skills, experience and expertise, is
set out below. Directors and senior managers may change from time to time without notice.
The key personnel involved in the management of the Scheme, the Fund and Wholesale Portfolio, and a summary of
their relevant skills, experience and expertise, is set out below:

John Ross Selby, Mt Maunganui (Independent Director).
BC, CA (Chartered Accountants Australia and New Zealand), Member of NZ Institute of Directors
Mr Selby is the Chair of the board of directors of the Manager and an independent director. He brings a wealth of
experience from his 37-year career with PricewaterhouseCoopers, of which 25 years has been as a partner in
advisory and assurance. John has experience across a range of industries, including the financial services industry
and, in the more recent past, has taken on a number of governance roles in various industries.
Remuneration is made up of fees.

Brendon Hugh Doyle, Wellington (Director)
BBS, COP Management Accounting and Auditing
Mr Doyle is a director on the board of directors of the Manager. He brings 30 years of financial markets
experience, working in both the private and government sectors. Brendon has held senior roles with New Zealand
Treasury, Westpac Banking Corporation, and the Rural Bank.
Remuneration is made up of fees.

Bruce Adrian Edgar, Wellington (Director).
BCA
Mr Edgar, is a director on the board of directors of the Manager and has recently joined Booster as a relationship
manager in respect of Booster’s wholesale offering. He has 30 years’ direct experience across a range of roles in
the funds management industry with companies including Southpac Investment Management Limited/National
Bank of New Zealand Limited, Trustees Executors Limited, BNZ Investment Management Limited, State Street
Global Advisors and BlackRock Investment Management (Australia) Limited.
Remuneration is made up of salary and fees.

Paul Gerard Foley, Wellington (Director).
BCA/LLB, Chartered Fellow, Member of NZ Institute of Directors
Mr Foley is a director on the board of directors of the Manager and the Chairman of the board of directors of the
Manager’s parent company, Booster Financial Services Limited. Paul is a consultant with MinterEllisonRuddWatts
following 28 years as a partner of that and another firm. He has over 30 years’ experience working with
companies in the financial services, manufacturing and energy fields and is a past director of NZX and ASX listed

Page 24 of 37

companies.
Remuneration is made up of fees.

Allan Seng Tong Yeo, Brisbane, Australia (Director).
BCA (Hons), BA
Mr Yeo is a director on the board of directors of the Manager and the Managing Director of the Manager’s parent
company, Booster Financial Services Limited. He has held a number of senior banking roles with Barclays Bank PLC
in New Zealand, Australia and the United Kingdom and was previously the Managing Director of Tranzact Financial
Services Limited.
Remuneration is made up of salary.

David Ian Beattie, Wellington (Principal and Chair of the Investment Committee).
BMS
Mr Beattie is a Principal with the Booster Group and is chair of the Investment Committee. He has over 30 years’
experience in investment management and portfolio research, including 16 years at a major Australasian bank
where he was responsible for the management of $1.5 billion of managed funds.
Remuneration is made up of salary.

Alison Louise Payne, Wellington (Chief Operating Officer).
Ms Payne is the Chief Operating Officer for the Booster Group and has been with Booster since 2007. Alison has
over 20 years’ experience in investment banking and energy markets, focusing on settlement and administration,
and also has a strong business analyst background from the various roles she has performed during her career.
Remuneration is made up of salary.

Nic Craven, Wellington (Senior Manager, Research)
CFA, BSc, BCA(Hons)
Mr Craven has over 10 years' experience in investment analysis, having originally joined Booster in 2004. He has
held a number of specialist portfolio management and analysis roles covering fixed interest portfolios, equities,
currencies and overall asset allocation. Mr Craven is a CFA Charterholder.
Remuneration is made up of salary and shares.

Supervisor
The supervisor of the Scheme is Public Trust (Supervisor), and Public Trust is independent of us. Their address is Level
8, 22 Willeston Street, Wellington 6011.
The Supervisor has been granted a licence under section 16(1) of the Financial Markets Supervisors Act 2011 to act as
a supervisor in respect of managed funds such as this Scheme for a term expiring on 16 January 2023. A copy of its
licence, including the conditions on the licence, can be obtained at the Financial Markets Authority’s website:
www.fma.govt.nz.
Public Trust is a statutory corporation and Crown entity established and constituted in New Zealand on 1 March 2002
under the Public Trust Act 2001.

Page 25 of 37

Custodian
The custodian of the Scheme is PT (Booster Investments) Nominees Limited (Custodian), which has been nominated
by the Supervisor to act on its behalf as its nominee. The Custodian is wholly-owned by the Supervisor. The Supervisor
may change the custodian where it deems it appropriate or desirable to do so.
Under a Custodian Administration Services Agreement entered into between the Manager, the Supervisor, the
Custodian and Booster Custodial Administration Services Limited (a related company of the Manager), the Custodian
has engaged Booster Custodial Administration Services Limited to provide administration services to it in respect of
the investments and other property subject to the Scheme.
Auditor
It is intended that the auditor of the Scheme will be Ernst & Young (Auditor). The Auditor is a registered audit firm
under the Auditor Regulation Act 2011. The Auditor’s licence is not subject to any conditions. The Auditor has no
relationship with or interests in the Scheme other than in its capacity as auditor.
Unit Registrar
Link Market Services Limited provides unit registry services.

Page 26 of 37

9. Conflicts of interest
Conflicts of interests are circumstances where some or all of the interests of investors for whom we, as Manager of
the Scheme, provide financial services, are inconsistent with, or diverge from, some or all of the interests of the
Manager or its representatives. This includes actual, apparent and potential conflicts of interest.
We recognise that conflicts of interest can arise at any time. We also recognise that we are responsible for identifying
any conflicts and for ensuring that adequate arrangements are in place to ensure that they are managed.
The following are situations where conflicts of interest may arise. This is not an exhaustive list; it includes examples
that we have identified:
• Investment values artificially inflated to increase fees based on net asset values.
• Investments into related party products.
• Outsourcing, servicing and leasing arrangements between related entities and products.
• Individuals may be influenced to direct investments to specific securities.
• Investment knowledge used by an individual employee to their own benefit (insider trading).
• Intra month applications or withdrawals available to the Booster Funds but not external investors may have
a detrimental impact to external investors.
• Internal trading between Booster Funds which could be detrimental to one or other.
• Other Booster Funds may buy or sell units on the NZX Main Board at trading prices that may be a premium
or discount to the unit price issued by the Manager.
• Historic performance misrepresented to attract/retain investors.
• Staff are inadequately resourced or trained to provide high level of service.

A comprehensive policy has been developed relating to the management of conflicts of interest. Procedures and
processes have been put in place for:
• Identifying conflicts of interest.
• Controlling conflicts of interest.
• Avoiding conflicts of interest.
• Disclosing conflicts of interest.

As part of the conflict of interest procedures, the Manager will not buy or sell units in circumstances where its
directors or senior management is aware of material information that is not known to the market or reflected in the
unit price. This will also apply where redemptions from the Fund are suspended due to being unable to determine a
fair redemption price.

Page 27 of 37

9.1. Related Party Transactions
Conflicts of interest may arise with regard to services that are, or that may be, provided by related parties of ourselves
or the Supervisor to the Scheme.
The Trust Deed governing the operation of the Scheme includes provisions that generally prevent us, as Manager,
from entering into arrangements with a related party other than when transactions are completed on an arm’s length
basis. In addition, both we and the Supervisor must, at all times, act in the best interests of investors when
performing any duties in relation to the Scheme.
The Fund is permitted to invest in cash and cash equivalents and units in the Wholesale Portfolio, a fund we also
manage and a related party to the Fund. All investment activity between the Fund and the Wholesale Portfolio is
completed on an arm’s length basis.

Fund – Related party contracts
The following contractual arrangements for the provision of services by related parties are currently in place:
• the Custodian, which is a related company of the Supervisor, has been appointed by the Supervisor to act as
custodian and to hold the investments of the Scheme. Booster Custodial Administration Services Limited, which
is a related company of ours, has been engaged by the Custodian and the Supervisor to provide custodial
administration services to it in respect of the investments and other property of the Scheme.
This contract has been entered into on an arm’s length basis with any conflicted directorships abstained from the
decision to enter into the contract.

Wholesale Portfolio – Related party contracts
A number of the material contracts in respect of the investments of the Wholesale Portfolio have been entered into
with parties associated with Booster, as another company in the Booster group manages the Booster Tahi Limited
Partnership - an unlisted equity fund in which a number of the investee businesses have contractual relationships with
the Wholesale Portfolio (and subsequently the Fund).
Section 10.0 – Other Material Contracts below, outlines a summary of the material contracts in respect of the Wholesale
Portfolio, including details on the nature of the contract, whether the contract is between related parties and the key
terms of the contract.
All material contracts have been entered into on an arm’s length basis, and where the contract is between related
parties, any conflicted directorships abstained from the decision to enter into the contract on behalf of Booster.

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10. Other material contracts
The following is a summary of the nature and key terms of material contracts that have been entered into in respect
of the Wholesale Portfolio. Where a contract is between related parties, a description of how these parties are
associated is detailed.
Vineyard Management Agreement
Nature of the Contract The Wholesale Portfolio sells grapes from its Marlborough based land, and this contract is for the provision
of vineyard management services by Awatere River Vineyards Limited (ARVL), a related party to Booster,
that manages the land and the production of the grapes.
Description This agreement relates to the provision of vineyard management services for the following vineyards
owned by the Wholesale Portfolio:
• 2 Flemings Road, Seddon, Marlborough
• 75 Barewood Road, Seddon, Marlborough
• 206 Upton Downs Road, Seddon, Marlborough
The Owner grows grapes on these vineyards, which are then supplied to winemakers and used in the
production of different wine varieties.
Parties Awatere River Vineyards Limited (ARVL)
ARVL is the appointed manager of the vineyards.
PT (Booster Investments) Nominees Limited (Owner)
The Owner is the custodian of the vineyards held by the Wholesale Portfolio.
Booster Investment Management Limited (BIML)
BIML is the manager of the Wholesale Portfolio and is responsible for ensuring that the obligations of the
Owner under this agreement are met.
Related Parties ARVL is 50% owned by Awatere River Wines Limited Partnership (ARWLP) and 50% by Waimea Estates
(Nelson) Limited (WENL), both of which are wholly owned subsidiaries of the Booster Wine Group Limited
Partnership (BWG).
BWG is 94% owned by the Booster Tahi Limited Partnership (BTLP).
BTLP is managed by Booster Funds Management Limited (BFML).
Both BFML and BIML (the Manager of this Fund and the Wholesale Portfolio) are 100% owned by Booster
Financial Services Limited (BFS).
Due to the nature of the relationship between the parties, the arrangements are entered in to on an arm’s
length commercial basis.
Commencement Date 1 July 2017

Page 29 of 37

ARVL’s Responsibilities
• ARVL is responsible for providing the vineyard management services (which are outlined in the
agreement) to the Owner of the vineyards.
• Each year ARVL is required to provide the Owner with:
- an intended work plan for the following annual period and the expected production and quality
levels for the forthcoming annual period and the following two annual periods; and
- a budget of anticipated capital expenditure for the forthcoming annual period for the Owner’s
approval. Any capital expenditure not contemplated under this budget will usually require the
approval of the Owner before any purchases are made.
• ARVL is also responsible for all operating costs in the provision of the services under the agreement.
ARVL’s Remuneration

ARVL is paid a management fee for its services, which is reviewed by the parties annually. The
management fee is based on an agreed annual price per hectare of vineyard land, the age of the vines
(from the time the vines are planted), and the number of hectares planted.
Termination This agreement can be terminated with one year’s written notice of termination by either party, or earlier
by the Owner, if there is a significant or repeated default by ARVL that has not been rectified within the
agreed timeframes.

Grape Supply Agreement
Nature of the Contract The Wholesale Portfolio sells the grapes it produces from its Marlborough based land to Awatere River
Wines Limited Partnership (ARWLP), a related party to Booster.
Description This agreement relates to the sale of grapes grown on the following vineyards owned by the Wholesale
Portfolio:
• 2 Flemings Road, Seddon, Marlborough
• 75 Barewood Road, Seddon, Marlborough
• 206 Upton Downs Road, Seddon, Marlborough
Under this agreement, the Grower agrees to sell, and ARWLP agrees to buy, the contracted tonnes of
grapes produced on the contracted blocks on these vineyards for its winemaking business.
Parties PT (Booster Investments) Nominees Limited (Grower)
The Grower is the custodian of the vineyards held by the Wholesale Portfolio.
Awatere River Wines Company Limited on behalf of the Awatere River Wines Limited Partnership
(ARWLP)
ARWLP is securing a supply of grapes for its winemaking business.
Booster Investment Management Limited (BIML)
BIML is the manager of the Wholesale Portfolio and is responsible for ensuring that the obligations of the
Grower under this agreement are met.
Related Parties ARWLP is a wholly owned subsidiary of the Booster Wine Group Limited Partnership (BWG).
BWG is 94% owned by the Booster Tahi Limited Partnership (BTLP).
BTLP is managed by Booster Funds Management Limited (BFML).
Both BFML and BIML (the Manager of this Fund and the Wholesale Portfolio) are 100% owned by Booster
Financial Services Limited (BFS).

Due to the nature of the relationship between the parties, the arrangements are entered in to on an arm’s
length commercial basis.
Term 1 June 2017 to 31 May 2030
Pricing Principles Establishment of the Grape Price

Page 30 of 37

ARWLP will establish a price to be paid for the grapes annually, which will be based on certain factors
outlined in the agreement. These factors include:
• The price paid for grapes of the same varietal as reported by the ‘Viticulture Model Benchmarking
Report’ for Marlborough (produced by New Zealand Wine) from the previous vintage (or any other
industry report that the parties agree to use); and
• The current supply and demand for grapes of the same varietal and bearing similar characteristics as
the relevant grapes.
The final price paid will ultimately be agreed by both parties.
Sub-Standard Grapes
The grapes grown on these vineyards must meet the Viticultural Standards outlined in this agreement.
However, if any of the grapes do not meet the required standards, ARWLP can propose a price for the sub-
standard grapes, which the Grower can either choose to accept or reject the price. If the Grower rejects
the price, ARWLP will be deemed to have rejected the sub-standard grapes and the Grower will then be
able to find another buyer for these grapes.
Excess Tonnes
If the Grower produces more than the contracted tonnes, ARWLP may choose to purchase the additional
tonnes. The price for any additional tonnes of grapes will be 50% of the agreed price of the contracted
tonnes.
Termination The agreement may be terminated with immediate effect by either party if an event of default occurs as
outlined in the agreement, and the party not in default has given notice in writing to the defaulting party. A
default event includes the failure to deliver the grapes to ARWLP (unless ARWLP has provided prior
approval in writing), changes to the legal status of a party (for example a party ceases to do business), or a
party breaches the terms of the agreement and they are not remedied within the agreed timeframes.

Grape Supply Agreement
Nature of the Contract The Wholesale Portfolio sells some of the grapes it produces from its Marlborough based land to Treasury
Wine Estates (Matua) Limited (Matua).
Description This agreement relates to the sale of grapes grown on the following vineyard owned by the Wholesale
Portfolio:
• 206 Upton Downs Road, Seddon, Marlborough
Under this agreement, the Grower agrees to sell, and Matua agrees to buy, the contracted tonnes of
grapes produced on the contracted blocks on the vineyard for its winemaking business.
Parties PT (Booster Investments) Nominees Limited (Grower)
The Grower is the custodian of the vineyards held by the Wholesale Portfolio.
Treasury Wine Estates (Matua) Limited (Matua)
Matua is securing a supply of grapes for its winemaking business.
Booster Investment Management Limited (BIML)
BIML is the manager of the Wholesale Portfolio and is responsible for ensuring that the obligations of the
Grower under this agreement are met.
Related Parties Nil
Term The original agreement commenced on 1 July 2015 (Commencement Date) for an initial term of four years
covering the 2016 to 2019 vintages.
Following the expiry of the initial term, on each anniversary of the Commencement Date, this agreement
will extend for successive further terms of two years until either party gives the other party two year’s
notice in writing to terminate the agreement or the agreement is terminated earlier in accordance with
the termination provisions of the agreement.

Page 31 of 37

Pricing Principles Establishment of the Grape Price
Matua will determine the price to be paid for the grapes, which will be based on market prices for grapes
from contracted growers (not spot prices) paid by reputable companies and Matua’s demand for grapes.
The final grape price paid will ultimately be agreed by both parties.
Sub-Standard Grapes
The grapes grown on this vineyard must meet the Minimum Brix Standards and Grape Specification and
Standards outlined in the agreement.
However, if any of the grapes do not meet the required standards, Matua can either reject the grapes or
can determine a different price for these grapes. The final grape price paid will ultimately be agreed by
both parties.
Excess Tonnes
If the Grower produces more than the contracted tonnes, Matua may choose to either purchase the
additional tonnes on the same terms and conditions as the contracted tonnes, offer to purchase the
additional tonnes at a different price, or choose not to purchase additional tonnes. If Matua chooses not to
purchase the additional tonnes or offer to purchase the additional tonnes at a different price, the Grower
may sell the additional tonnes to a third party.
Termination The agreement may be terminated with immediate effect by either party, in accordance with the
termination provisions of the agreement. Reasons for the termination of the agreement include where a
party breaches the terms of the agreement and they are not remedied within the agreed timeframes,
changes to the legal status of a party (for example the party ceases to do business), the Grower fails to
deliver and load the Grapes to Matua or fails to maintain satisfactory viticultural practices and fails to
remedy the default within 30 days after receiving a notice of default from Matua.

Page 32 of 37

Land Lease Agreement
Nature of the Contract The Wholesale Portfolio leases its Hope, Nelson based land to Waimea Estates (Nelson) Limited (WENL), a
related party to Booster, who utilises it for the production of grapes for its wine making business.
Parties PT (Booster Investments) Nominees Limited (Lessor)
Waimea Estates (Nelson) Limited (Lessee)
Related Parties Waimea Estates (Nelson) Limited (WENL) is a wholly owned subsidiary of the Booster Wine Group Limited
Partnership (BWG).
BWG is 94% owned by Booster Tahi Limited Partnership (BTLP).
BTLP is managed by Booster Funds Management Limited (BFML).
Both BFML and BIML (the Manager of this Fund and the Wholesale Portfolio) are 100% owned by Booster
Financial Services Limited (BFS).
Due to the nature of the relationship between the parties, the arrangements are entered in to on an arm’s
length commercial basis.
Land Lansdowne Vineyard, Lansdown Road, Appleby
288 Ranzau Road, Hope, Nelson
57 Appleby Highway, Hope, Nelson
148 Main Road, East Hope, Nelson
Productive block of 416 Main Road, East Hope, Nelson
Term 20 years
Commencement Date 1 August 2017
Expiry Date 31 July 2037
Annual Rent $892,587 plus GST per annum.
Rent Reviews CPI Rent Review – CPI adjustment on every anniversary of the Commencement Date (except the Market
Rent Review Dates).
Market Rent Review – every fifth anniversary of the Commencement Date.
Outgoings All usual outgoings are recoverable from the lessee in addition to the rent.
Guarantor None.
Other Key Terms Right of first refusal – the Lessee has a right of first refusal over any part of the Land for a period of three
months following the expiry of the lease agreement.
A force majeure event occurs where the vineyard is destroyed or partially destroyed and impacts the
productivity of the vineyard. In this circumstance, the Lessor pays to reinstate the vineyard, or if
uneconomic to do so may terminate the lease, and rent is reduced accordingly in the intervening period.

Page 33 of 37

Project Management Agreement
Nature of the Contract The Wholesale Portfolio has entered in to a development project in respect of 416 Main Road, East Hope,
Nelson, to re-establish a productive vineyard. The project is managed by Awatere River Vineyards Limited
(ARVL) who is a related party to Booster.
Description This agreement relates to the provision of project management services and delivery of the project to
develop the following vineyard owned by the Wholesale Portfolio:
• 416 Main Road, East Hope, Nelson
The agreement covers the services to be provided by the project manager, and the scope, timing, budget
and outcomes of the project that have been agreed by the parties.
Parties Awatere River Vineyards Limited (ARVL)
ARVL is the appointed project manager.
PT (Booster Investments) Nominees Limited (Owner)
The Owner is the custodian of the vineyards held by the Wholesale Portfolio.
Booster Investment Management Limited (BIML)
BIML is the manager of the Wholesale Portfolio and is responsible for ensuring that the obligations of the
Owner under this agreement are met.
Related Parties ARVL is 50% owned by Awatere River Wines Limited Partnership (ARWLP) and 50% by Waimea Estates
(Nelson) Limited (WENL), both of which are wholly owned subsidiaries of the Booster Wine Group Limited
Partnership (BWG).
BWG is 94% owned by the Booster Tahi Limited Partnership (BTLP).
BTLP is managed by Booster Funds Management Limited (BFML).
Both BFML and BIML (the Manager of this Fund and the Wholesale Portfolio) are 100% owned by Booster
Financial Services Limited (BFS).
Due to the nature of the relationship between the parties, the arrangements are entered in to on an arm’s
length commercial basis.
Project Dates Project Start Date – May 2018
Project End Date – December 2019 – as at the date of this document the Project is substantively complete
but yet to be finalised.
Project Outcomes
• Removal of 11.4ha of infected vines and hardware.
• Cultivate the land, remove all roots and treat soil.
• Install hardware and replant 11.4ha in agreed varietals.
Project Budget
• The agreed budget for the project is $696,350 (inclusive of a 10% contingency and the project
management fee).
• Periodic payments will be made to pay for costs during the project timeframe in accordance with the
payment schedule included in the agreement.
• If the total cost of the project is greater than the agreed project budget, unless otherwise agreed to in
writing by the parties, ARVL will pay the additional costs itself to achieve the agreed outcomes
described in the agreement.

Page 34 of 37

ARVL’s Remuneration ARVL will be paid a project management fee of $30,000 + GST for completion of each of the 2 stages
expected to fall in the years ended 30 June 2019 and 2020.
If the total cost of the project is less than the agreed budget (not including the contingency), ARVL will also
be entitled to a bonus project management fee of half of the amount of the underspend.
Termination The agreement can be terminated by the Owner if there is a significant or repeated default by ARVL that
has not been rectified within the agreed timeframes.

Loan Facility Agreement
Nature of the Contract The Wholesale Portfolio has entered into a loan agreement with the ANZ Bank New Zealand Limited to
borrow monies using the properties as security.
Lender ANZ Bank New Zealand Limited (ANZ)
Other Parties PT (Booster Investments) Nominees Limited (Custodian, Borrower) of the Wholesale Portfolio
Booster Investment Management Limited (Manager)
Public Trust (Supervisor)
Related Parties Nil
Facility Limit 50% of the value of the secured property, initially assessed and drawn to
$12, 000,000.00 (Commercial Loan A) with a further draw down of
$6,540,000.00 (Commercial Loan B).
Security ANZ holds a security interest over a number of specific properties held by the Wholesale Portfolio and the
lease/income agreements and water rights related to those properties.
Loan Term Commercial Loan A - $12,000,000.00
A term of five years from the date of the full draw-down of the facility, being 25 May 2018. The end date of
the facility is 25 May 2023.
Commercial Loan B - $6,540,000.00
A term of 3 years from the date of the full draw-down of the facility, being 6 May 2019. The end date of the
facility is 6 May 2022.
Interest Rate $12,000,000.00
A 5-year fixed rate of 4.54% per annum which ends on 25 May 2023.
$6,540,000.00
A 3-year fixed rate of 4.48% per annum which ends on 6 May 2022.
Principal Repayments The loan facility is interest only and principal repayments are required at the end of the loan term.
Loan to Value Ratio
Covenant
The loan to value ratio is not to exceed 50% of the value of the secured property for the term of the loan.
Interest Cover Covenant Not less than 1.5 times the interest cover (earnings before interest, taxes, depreciation and amortisation to
interest costs) up to 30 June 2020 and 2 times the interest cover after that date.

Page 35 of 37

Land and Building Lease Agreement
Nature of Contract The Wholesale Portfolio leases its Hawke’s Bay based land and winery building to Booster Wine Group
Limited Partnership (BWG), a related party to Booster, who utilises the Property for the growing of grapes
and production of wine.
Parties PT (Booster Investments) Nominees Limited (Lessor)
Booster Wine Group Limited Partnership (Lessee)
Related Parties Booster Wine Group Limited Partnership (BWG) is 94% owned by Booster Tahi Limited Partnership (BTLP).
BTLP is managed by Booster Funds Management Ltd (BFML).
Both BFML and BIML (the Manager of this Fund and the Wholesale Portfolio) are 100% owned by Booster
Financial Services Ltd (BFS).
Due to the nature of the relationship between the parties, the arrangements are entered in to on an arm’s
length commercial basis.
Land and building
• Winery vineyard (including the winery building)
• Talbot vineyard
• Wedd vineyard
All of the above land and building is located in the Bridge Pa Triangle, a recognised vineyard sub region of
the Hawke’s Bay.
Term 20 years
Commencement Date 14 September 2018
Expiry Date 14 September 2038
Annual Rent $605,580 plus GST per annum.
Rent Reviews CPI Rent Review – CPI adjustment on every anniversary of the Commencement Date (except the Market
Rent Review Dates).
Market Rent Review – every fifth anniversary of the Commencement Date.
Outgoings All usual outgoings are recoverable from the lessee in addition to the rent.
Guarantor None.
Other Key Terms Right of first refusal – the Lessee has a right of first refusal over any part of the Land for a period of three
months following the expiry of the lease agreement.
A force majeure event occurs where the vineyard is destroyed or partially destroyed and impacts the
productivity of the vineyard. In this circumstance, the Lessor pays to reinstate the vineyard, or if
uneconomic to do so may terminate the lease, and rent is reduced accordingly in the intervening period.

Page 36 of 37

Land and Building Lease Agreement
Nature of Contract The Wholesale Portfolio leases its Mahana, Nelson based land and buildings to Waimea Estates (Nelson)
Limited (WENL), a related party to Booster, who utilises the Property for the growing of grapes and
production of wine.
Parties PT (Booster Investments) Nominees Limited (Lessor)
Waimea Estates (Nelson) Limited (Lessee)
Related Parties Waimea Estates (Nelson) Limited (WENL) is a wholly owned subsidiary of Booster Wine Group Limited
Partnership (BWG).
BWG is 94% owned by Booster Tahi Limited Partnership (BTLP).
BTLP is managed by Booster Funds Management Limited (BFML).
Both BFML and BIML (the Manager of this Fund and the Wholesale Portfolio) are 100% owned by Booster
Financial Services Limited (BFS).
Due to the nature of the relationship between the parties, the arrangements are entered in to on an arm’s
length commercial basis.
Land, building and plant
and equipment
Mahana vineyard (including the winery and other buildings)
All of the above property is located in the Mahana area in the Nelson region.
Term 20 years (with 4 rights of renewal at the lessee’s option – each right being for a 20-year term)
Commencement Date 31 January 2019
Expiry Date 31 January 2039*
Annual Rent $271,636 plus GST per annum.
Rent Reviews Rent Review Date – occurs every fifth anniversary of the Commencement Date, where the rent will be reset
based on the change in the independent valuation of the Property relative to the initial independent
valuation (subject to not being lower than the previous rent)
Outgoings All usual outgoings are recoverable from the lessee in addition to the rent.
Guarantor None.
Other Key Terms Lessee purchase option – at each rent review period, should the independent valuation of the winery
building increase by more than 10% than the independent five years prior, the lessee has the option to
purchase the winery building at the price of the independent valuation from the previous rent review
period plus 10%. Should the option be exercised, the rent on the remaining property will be 7% of the
purchase price (adjusted for subsequent independent valuations).
A force majeure event occurs where the vineyard is destroyed or partially destroyed and impacts the
productivity of the vineyard. In this circumstance, the Lessor pays to reinstate the vineyard, or if
uneconomic to do so may terminate the lease, and rent is reduced accordingly in the intervening period.

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Land Lease Agreement
Nature of Contract The Wholesale Portfolio leases its Kerikeri based kiwifruit orchard to Seeka Limited who utilises the
Property for the growing and production of Sungold kiwifruit.
Parties PT (Booster Investments) Nominees Limited (Lessor)
Seeka Limited (Lessee)
Related Parties Nil
Land 2624 State Highway 10 Kerikeri
Term 15 years
Commencement Date 30 September 2019
Expiry Date 30 September 2034
Annual Rent $1,085,000 plus GST per annum.
Rent Reviews Market Rent Review – on the fifth anniversary of the Commencement Date and every three years
thereafter.
Outgoings All usual outgoings are recoverable from the lessee in addition to the rent.
Guarantor None.
Other Key Terms Lessor’s termination right – the Lessor may terminate this lease as at 30 July in any year during the Term,
but in no circumstances earlier than 30 July 2024, by giving the Lessee sufficient written notice. Should a
termination notice be issued, the Lessor and Lessee will enter into good faith negotiations to agree on
commercial terms an agreement for the Lessee to provide management and post-harvest services in
respect of the orchard. If a notice of termination was made as at 30 July 2024, an early termination cost
may apply and be paid by the Lessor.
A force majeure event occurs where the orchard is destroyed or partially destroyed and impacts the
productivity of the orchard. In this circumstance, the Lessor pays to reinstate the orchard, or if
uneconomic to do so may terminate the lease, and rent is reduced accordingly in the intervening period.

---

Private Land
and Property
Fund

of the Booster Investment Scheme 2


Statement of Investment Policy
and Objectives
Effective Date of SIPO 8 October 2020
Version No. 1.3
Next Review Date 1 June 2021
This version approved 29 September 2020

Private Land and Property Fund
1. Description of the Fund
The Private Land and Property Fund (Fund) is a managed investment product established under the Booster
Investment Scheme 2 (Scheme) which is a registered managed investment scheme under the Financial
Markets Conduct Act 2013 (Act). The Scheme is managed by Booster Investment Management Limited
(Manager).
The Fund provides investors with an opportunity to invest primarily in a specialised portfolio of directly held,
unlisted, agricultural and horticultural land and other property investments in New Zealand (including land,
buildings, bearer plants, and plant and equipment, which are together referred to as ‘Property’).
2. Investment and return objectives
a. Investment objective. The Fund aims to provide investors with a complementary and enhanced risk /
return outcome compared to traditional listed property investments.
b. Return objective. The Fund aims to generate an average annual long-term return of about 8% (before tax,
but after all fees, charges and costs) over rolling 7 year periods from a combination of income distributions
and capital growth.
3. Investment philosophy
The Manager’s investment philosophy for the Fund is to invest in properties that will provide a combination of
income distribution and capital growth-based return for investors, and where the Manager can identify
opportunities for added value through the pro-active management of the properties. The Manager intends to
make long term property investments.
4. Investment strategy
a. Investment strategy. By holding units in the Private Land and Property Portfolio of the Booster Investment
Scheme (Wholesale Portfolio), the Fund aims to obtain investment exposure primarily in a specialised
portfolio of directly held, unlisted, agricultural and horticultural land and other property investments in
New Zealand, which may be supplemented with direct investments in industrial, commercial, and retail
properties.
The Wholesale Portfolio, in which the Fund invests, may borrow to invest in more Property or to develop
Property already held by the Wholesale Portfolio.
b. Permitted investments. The permitted investments of the Fund are:
i. Units in the Private Land and Property Portfolio of the Booster Investment Scheme (Wholesale
Portfolio).
ii. Cash and cash equivalents, which will be held to manage the redemption of units in the Fund, plus any
income received from the Fund’s investments which will be distributed to investors.
iii. Through its investment in the Wholesale Portfolio, the Fund may obtain exposure to any of the
following investments:
• Any New Zealand unlisted property, unlisted property security or managed fund which
provides exposure to New Zealand unlisted property investments.
• New Zealand listed property securities may be held from time to time depending on the
availability of suitable unlisted investments.

• Australian and overseas unlisted property either directly or through managed funds, up to
5% of the Fund.
A copy of the SIPO for the Wholesale Portfolio can be obtained by contacting Booster.
c. Strategic asset allocation. The strategic asset allocation for the Fund (including benchmark asset
allocations and allowable ranges) as at the date of this SIPO, are set out below:
Asset Class Minimum % Benchmark % Maximum %
Cash & Cash Equivalents 0 0 10
Unlisted Property 90 100 100

On a ‘look through’ basis, including the investment exposure obtained through its investment in the
Wholesale Portfolio, the strategic asset allocation (including benchmark asset allocations and allowable
ranges) as at the date of this SIPO are:
Asset Class Minimum % Benchmark % Maximum %
Cash & Cash Equivalents 0 0 35
1

Unlisted Property 65 100 100
Listed Property 0 0 25
1
A large cash allocation is only intended to occur temporarily as a result of transactional activity (e.g. a recent sale or a pending
acquisition)
d. Maximum holding. Once the Wholesale Portfolio, in which the Fund invests, reaches the expected breadth
of unlisted investments (defined as more than ten properties), any individual property security is to
comprise no more than 40% of the overall portfolio’s assets. However as initial investments are purchased
in the establishment phase of the Wholesale Portfolio, this limit may not initially be applicable.
5. Investment policies
a. Distributions. The Fund may receive distributions from its investment in the Wholesale Portfolio or interest
from its cash holdings. The Manager will aim to pay quarterly distributions to investors of any net cash
income received by the Fund.
b. Leverage. The Fund itself will not borrow. However, through its investment in the Wholesale Portfolio up
to 65% of its total asset value may be borrowed, with security limited to the relevant individual properties
of the Wholesale Portfolio. A benchmark of 40% and a soft limit of 50% will apply to provide a suitable
margin in case of any increase in gearing due to a fall in asset values.
c. Derivatives. The Fund itself may not use derivatives. However, through its investment in the Wholesale
Portfolio, derivatives may be used for risk management purposes, in relation to property investments or
interest rate risk on associated borrowing. Derivative instruments that may be used are limited to:
• Over the Counter (OTC) or Exchange Traded futures contracts.
• OTC or Exchange Traded options.
• OTC FRA’s, Swaps or other derivative instruments.
• An OTC counterparty must have a Standard and Poor’s rating of A or better.
All derivative positions must be backed by cash or relevant physical holdings. For the purpose of valuation
and compliance with these investment instructions, all derivative exposures must be calculated on a mark
to market basis.
d. Valuations. For unit pricing purposes, the units held in the Wholesale Portfolio will be valued at the
redemption price issued by the Manager of that fund.

For each direct property held by the Wholesale Portfolio, the valuation policy to be applied:
• Each direct property will be formally valued by the Manager at least annually, using the methodology
as agreed between the Manager and the Supervisor as the one most appropriate to each particular
property.
• At least every two years, an independent valuation will be obtained. This independent valuation will
be used to guide and place an upper limit on the Manager’s valuation. It should be noted that the
Manager’s valuation could be lower than the independent market valuation due to specific factors
the Manager considers not to have been fully accounted for by the independent valuer.
• The Manager will review the property value on a more frequent basis during the year to assess the
potential for a material change in value.
• As far as practicable, the formal valuation of the land and properties held by the Fund will be spread
across the financial year.
e. Liquidity management. The Manager will monitor the liquidity of the Fund (including availability of
liquidity from an underlying fund) and ensure sufficient liquidity to continue operations as a going concern
at all times. It is also the policy of the Manager to adopt a tiered withdrawal fee structure which, in
conjunction with limited redemption windows, manages short-term liquidity requirements. As part of its
liquidity management, the Fund reserves the right to refuse to accept or to reduce an investors application
where it, or the Wholesale Portfolio, is carrying excess liquidity and the Wholesale Portfolio does not have
an opportunity to invest subscription money in new investments in 60 days.
6. Investment performance monitoring
The Manager will undertake a regular review (at least quarterly) of the investment performance of the Fund
relative to the Fund’s objectives, which will be reviewed by the Manager and the Investment Committee on an
annual basis.
7. Investment strategy and SIPO review
The Manager will review the Fund’s investment strategy and this SIPO at least annually.
As the Fund is a long-term investment, it is not expected that the investment objectives and expectations in
the SIPO will necessarily change frequently or annually. Short term changes in Fund returns should not
generally lead to an adjustment in investment objectives or expectations.
The Fund’s investment strategy and SIPO may be reviewed at any time should the Manager deem it necessary,
for events such as where:
• New legislation affects investment requirements.
• Fundamental changes in the long term social, political or economic environment suggest a change in
investment principles and expectations.
• A significant change occurs to the underlying demographics of the Fund.
• New types of investment opportunities require consideration for inclusion in the Fund.
• The Fund’s competitive or market position has implications for investors’ assets and/or liquidity.
Any changes to the investment strategy or this SIPO will firstly be approved by the Manager’s Investment
Committee. Once approved, the Manager will consult with the Supervisor and give them written notice of any
changes before they take effect. The current version of the SIPO for the Fund is available on the scheme
register at www.disclose-register.companiesoffice.govt.nz. Any material changes to the SIPO will be advised
in the Booster Investment Scheme 2 annual report, also available on the scheme register.