PRODUCT OVERVIEW STRATEGY

The Fund seeks exposure to a diversified range of private debt loans (secured by first mortgage) mostly construction and civil works, with an exclusive focus on commercial property development opportunities The types of loans may vary across commercial and industrial projects, site finance for land and land development, residential projects and residual stock projects

Objective

To provide wholesale and sophisticated Investors with a professionally managed exposure to a diversified portfolio of finance and term debt opportunities secured by registered first mortgages over Australian real estate.

Fum

As at February 2023, the firm wide FUM was $114 6 million, with $55 5 million in the PrivateInvest First Mortgage Income Fund, and there were 82 unitholders in the Fund

Investment Process

The Manager’s investment process involves a series of loan approval steps and procedures which may be summarised as follows:

1. Receive loan request from loan origination channel

2 Initially analyse and assess loan to determine its ‘bankability’

3. If a positive view towards loan is initially formed, will discuss with broader team and Investment Review Committee (IRC) to receive further feedback

4 If the broader team is positive about the loan, an indicative ‘term sheet’ is issued to the Borrower, which has indicative terms and conditions

5 Once the Borrower, executes the ‘term sheet’, full due diligence is conducted on the loan and a ‘credit paper’ is produced.

Loan due diligence includes acquiring an independent valuation report on the first mortgage loan, and in depth analysis of the loan’s key characteristics and loan assessment checklist

6. The ‘credit paper’ is provided to the IRC, prior to IRC meeting Initial questions are circulated by IRC, covering ‘loan assessment checklist’ and any loan specific issues, and questions are answered prior to the IRC meeting

7 IRC meeting is held and loan is discussed in entirety, including addressing the ‘loan assessment checklist’, as well as loan modelling and feasibility. Due to depth of work completed between steps 2-6, the IRC meeting is the last step to ensure all risks are suitably mitigated Any risks that are not suitably mitigated, are covered under additional ‘conditions precedent/conditions subsequent’ (CP/CS) to final loan approval These must be reasonable before a loan approval letter can be issued

8. A final loan approval letter, with all necessary CP/CS is issued, and PrivateInvest lawyers will verify and satisfy the CP’s

Generally 70% of loan enquiries are derived from external finance brokers, while the remaining 30% of loan enquiries are direct enquiries and repeat clients. Of this they expect to receive between 10-15 loan enquiries from external brokers each week, and on average seek to write 5% of loans they see, or approximately one loan every two weeks, that satisfies Trustee Due Diligence.

Evergreen reviewed loan enquiries firm wide and found over 200 total loan enquiries occurred in 2022, which is around minimum target, while 9 loans settled during 2022, which is in line with 5% of loan enquiries. Evergreen prefer to see loan enquiries consolidate further to reach 5-10 per week, to ensure a larger pipeline of loan settlements

Loan Origination

The Loan Originator (either external broker, or the Manager) is responsible for sourcing the lending opportunity

The Trustee is responsible for provision of finance, protecting interests of fund investors, and approval of loan applications

The Manager is responsible for managing and assessing loans on behalf of the Trustee

The Underwriter guarantees facility will be funded, subject to satisfactory due diligence; and

The Investment Review Committee is an advisor to the Trustee in relation to loans

The loan origination process involves the following five parties: PrivateInvest sources loans via a combination of its own networks, other lenders, and through a national network of external finance brokers They keep a database of around 600 external finance brokers, where 200 are active brokers with 25 finance houses

Nils Miller, CEO, is responsible for leading the PrivateInvest Loan Origination and Credit Process Nils is assisted by Andy Parsons and they are both responsible for managing the pipeline of loans from enquiry through to credit approval. Once legal documentation commences, they assist Naomi Roberts who is responsible for the legal and management of this process through to settlement Rohan Barraclough (from Marshall Investments) is joining PrivateInvest in April 2023 in the Perth office and will be focusing on loan and capital origination Both Nils and Andy operate out of the Sydney office, which assists with staff access to properties across Australia.

Evergreen acknowledges the relative limited experience of Andy Parsons should be complemented by the experience and oversight provided by both Nils Miller and Rohan Barraclough

PrivateInvest are experiencing current demand increasing for property related business loans without a decrease in quality, which positions the Manager well for growing its loans as the current business cycle of tighter monetary and fiscal conditions result in tougher credit conditions imposed on households and businesses.

Loan Metrics And Loan Management

Each loan is assessed using a series of metrics appropriate to the loan being financed and is specific to its particular risks as identified during the due diligence process

The general loan metric categories used by the Fund are summarised as follows:

The initial formal process of analysis and risk assessment determines if an initial positive (or neutral) view may be formed, otherwise the loan will be rejected They include:

Who is the borrower, their past history, development and industry capability

What is the quality of the underlying asset being secured against the loan? Where is the location of the asset, its area's performance and population? Is there access to the loan security if the borrower defaults?

What is the borrowers servicing capacity, either fully drawn or capitalised loan and risk?

How does the Fund get repaid and what is the risk of not being repaid?

Loan Assessment Checklist

6

Australian capital cities, selected major regional towns and growth corridors

Further to meeting the above loan metrics and key thresholds, a loan assessment checklist is completed to ensure the loan conforms to the PrivateInvest Investment Information Memorandum and Policy Guidelines

LOAN DUE DILIGENCE AND INVESTMENT REVIEW COMMITTEE (IRC)

When a loan is identified as suitable, the Manager reviews the Borrowers financial information, independent reports that relate to the loan, and a valuation by a qualified valuer Borrowers who demonstrate a clear exit strategy to repay the loan and underlying income to service the loan are preferred.

Detailed due diligence on the loan and Borrower commences after an Indicative Term Sheet is executed. A brief is provided to lawyers on the pending formal documentation of the loan

Credit and assessment checks are undertaken on the property, project, Directors of the Borrower and on the Borrowers history / track record

The Manager produces a ‘credit paper’ on the loan, which is reviewed by the IRC, who critically evaluate any risks or mitigation strategies to be considered, and if the loan meets the investment criteria and objectives of the Fund. Following the review, the IRC provides in-principle approval to the Trustee to proceed, which is subject to meeting a list of Conditions Precedent, due diligence and formal legal documentation

Once final due diligence is satisfied by the Manager, they seek approval of the Trustee to proceed on the loan and legal documentation is prepared, including certification by the lawyers that the documentation meets all Conditions Precedent. Upon meeting all conditions, the loan proceeds to final close Following loan settlement, the Manager monitors the loan and its performance via the loan management system.

How Is The Product Managed

TRUSTEE / CUSTODIAN

The Trustee, PrivateInvest Capital Securities Limited (PICSL) (ACN 611 892 249) obtained its AFSL (No 49127) on 17 February 2017

PICSL was appointed as Trustee of the PrivateInvest First Mortgage Income Fund on the 22 September 2020 Previously the Trustee of the Fund was Alternative Finance Custodians Pty Ltd (ACN 625 475 818), who executed the Fund Constitution on 24 April 2018.

The Trustee Board meets monthly (except December and January) and is comprised of the following personnel:

Mark Roberts (Group Executive Chairman)

Leon Boyatzis (Director – Funds Management)

Nils Miller (Director - CEO)

Peter Folland (non-executive Director)

Greg Peel – (non-executive Director and Chair of IRC)

Elizabeth Court (Director) – was previously non-executive Director, until 1Q2023

Naomi Roberts (Director - Company Secretary)

The Trustee is also the Custodian, and PrivateInvest explored appointing an external Custodian, however, PrivateInvest prefers to work with Borrowers in the event of any loan defaults which doesn’t suit having an external Custodian, who would not undertake to work out a loan and would likely place it into administration

INVESTMENT MANAGEMENT (THE MANAGER)

PrivateInvest First Management Pty Limited (PIFM) (ACN 625 468 215) registered 11 April 2018, was known by a different name previously as Alternative Finance Management Pty Ltd (between 11 April 2018 to 7 July 2020) The company headquarters were relocated to Perth, WA (from Victoria), when the change of name occurred.

Compliance Committee

The Compliance Committee meets quarterly and is comprised of the following personnel:

Roger Campbell – Chair and Compliance consultant

Leon Boyatzis (Compliance Officer)

Naomi Roberts

Key People

Mark Roberts Nils Miller

Group Executive Chairman, Founding Managing Director

INVESTMENT REVIEW COMMITTEE (IRC)

The Investment Review Committee meets regularly (usually twice a month) at the request of the Manager when it has a new loan, to present for an in-principle approval, and is comprised of the following personnel:

Greg Peel – Chair (non-executive Director)

Mark Roberts

Leon Boyatzis

Nils Miller

Tim Jones

Tom Ellen

Elizabeth Court

Peter Folland (non-executive Director)

Andy Parsons

Leon Boyatzis

Chief Executive Officer, Trustee Board Member Director, Head of Funds Management

Naomi Roberts

Sarah de Rozario

Andy Parsons

Group Finance Manager Finance Investment Analyst

Greg Peel

Elizabeth Court

Non-Executive Director Chair – Investment Review Committee Director, Trustee Board Member

Peter Folland

Non-Executive Director, Trustee Board Member

Key Biographies

Mark is the founding Managing Director of PrivateInvest and his family holdings are the major shareholder of the PrivateInvest group. Mark has over 30 years’ direct experience in the property industry in both public and private sectors.

Mark seeks to build quality professional teams, and is a strong advocate for having the right culture and values in an organisation

Mark has extensive real estate experience spanning across finance, funds management, development, asset and investment management He has a solid history of direct property investments into medium to large scale developments for his own entities, and as founding Managing Director for a national ASX listed property entity prior to the establishment of PrivateInvest

Nils Miller CEO

Nils' experience includes banking, corporate advisory and finance experience across a range of industry sectors. Previously Nils worked with Investec Australia in a senior role in the Infrastructure Finance and Investment Team, where he worked closely with a range of stakeholders including investors, developers and governments to develop and deliver innovative, affordable housing solutions

Over his career, Nils has acted as an adviser, lender, investor and developer in the property and infrastructure sectors, with responsibility for principal investment, asset management, oversight of institutional, strategic and investor partnerships, business development, strategic positioning and team strategy.

Leon Boyatzis Director, Head of Funds Management

Leon has over 25 years experience in accounting, finance, funds management and property valuation He has held senior property industry funds management roles for listed, unlisted, retail and wholesale funds ranging from private family offices to large multinational organisations, including Multiplex and Brookfield

Leon has expertise in investment, property valuation, and finance, where he developed detailed feasibility and investment models to support valuation analysis, accounting analysis including property cashflow, and fund models to drive strategic decision making and internal valuations

Leon has been the responsible manager for a number of responsible entities holding AFS Licences

Naomi Roberts Founding Director Legal/Governance and Compliance

Naomi has experience in the property and funds management industries, with expertise in compliance, corporate governance and legal functions Naomi’s real estate experience includes working in the family private business which involved direct development of commercial, industrial, retail and residential projects

Naomi was previously involved in an ASXlisted national affordable rental retirement management company which became Australia’s largest in its sector, providing asset, facilities, tenancy and funds management services to institutional, wholesale and retail owners.

Naomi is the Responsible Manager on the PrivateInvest Australian Financial Services Licence

Elizabeth Court Director

Elizabeth has experience in banking, finance and treasury including as an economist. Her background combines financial risk management, debt advisory, treasury policy together with client relationship management, corporate governance, systems, and training. Within the financial services sector, her experience includes: Treasury Consultant with ANZ Bank, Assistant Treasurer with Colly Farms Cotton (Australia’s largest producer of cotton), Corporate Treasury Advisor with Societe Generale, and Consultant with Barrington Treasury Services

Elizabeth retired her position in 2022 as Membership Director of the Private Wealth Network, an independent membership organisation of over 200 Family Offices

Sarah de Rozario Group Finance Manager

Sarah is a Certified Practicing Accountant and finance executive with over 20 years’ experience in the areas of business and finance, strategy, risk and compliance, process engineering and governance

Sarah was formerly the CFO for ACE Interactive (a leading software developer), with responsibility for the planning, implementation and management of the organisation’s finance functions including planning, budgeting, forecasting and reporting. She was also the CFO for Hockey WA and a member of the Risk and Governance Committee and was responsible for strategic planning and key initiatives with the management team, together with the assessment of organisational performance.

Andy Parsons Finance Investment Analyst

Andy joined PrivateInvest in 2022 and is responsible for working with the loan origination team on drafting credit papers, the capital origination team on the drafting of IMs and the finance feasibility analysis with the Funds management team.

Andy was previously a Lending Analyst in the Loan Origination Services team at Auswide Bank, where he was responsible for providing client services for third-party brokers. Andy supported the end-to-end lending process for loan applications, preparing credit papers for credit assessment by the credit team, completing due diligence activities, and verifying supporting financial information provided as part of home loan applications

Greg Peel Chair – Investment Review Committee Non-Executive Director

Greg has over 35 years’ experience in the banking and finance industry including corporate finance, credit and risk management, and business banking Greg is experienced in areas of enterprise development, funding and business modelling, and partnership identification and development, particularly in the area of social finance and impact investment

Greg established Bendigo and Adelaide Bank’s Business and Asset Finance divisions and the Strategic Market division Greg cofounded and was CEO and Managing Director of Community Sector Banking, a financial institution focused on not-for-profit, impact investing and social infrastructure financing

Greg was the Director of Business Development with the NSW Aboriginal Land Council where he was responsible for the development of a corporatisation strategy, enterprise and housing policy Greg has held numerous advisory roles and directorships.

Peter Folland Non-Executive Director, Trustee Board Member

Peter has over 35 years’ experience as a Chartered Accountant in public practice where he provided accounting and taxation advice to SME clients in a broad range of sectors.

In 2000, Peter established a commercial property syndication business and since that time he has been involved in management of over 25 property trusts and syndicates, raised over $300 million equity, and acquired approximately 35 industrial, commercial, residential and retail properties

Peter has acted as trustee director and cosyndicate manager, and was involved in property management, syndicate management, and accounting and tax compliance.

Peter brings valuable property fund management expertise together with governance, financial management, and compliance experience to PrivateInvest

RISK MANAGEMENT & COMPLIANCE

FUND MANAGEMENT ENTITIES / PARTNERS

PrivateInvest focus on ensuring a good degree of corporate governance and compliance is maintained The Trustee Board meetings, Investment Review Committee, and Compliance Committee’s all have nonexecutive Directors who provide a further layer of risk management, governance and compliance oversight The Chairman seeks a majority vote on any loan presented to the Trustee, and if a Director (Executive and nonExecutive) does not vote in favour, the loan will not proceed Directors are tasked with acting in the best interests of Unit Holders and the Fund and Directors are appointed for their expertise and guidance to ensure a properly functioning Board

Evergreen reviewed the minutes of the various meetings for the Trustee (Sept, Oct, Nov 2022), Investment Review Committee (Oct 2022, Jan 2023), Compliance Committee (April, Aug, Oct 2022) and found adequate recording of meetings, discussion and items noted.

The Investment Review Committee and Compliance Committee assist the Trustee to meet its fund obligations

INVESTMENT REVIEW COMMITTEE (IRC)

The IRC is tasked by the Trustee to ensure any proposed loans meet the investment criteria, objectives and mandate of the Fund The IRC is governed by its Charter and its members represent and serve the interests of unitholders in the Fund They oversee and appraise loan recommendations by the Manager, identify and manage conflicts of interest and perform its functions as per the IRC Charter.

The IRC critically evaluates each loan via a deep dive into each credit paper Detailed loan analysis occurs covering characteristics and background, property description and development management, security, valuation, borrower and guarantees, key risks and mitigation, and any relevant conditions precedent that apply for final loan approval.

The IRC’s chair, Greg Peel, and Peter Folland, are non-executive Directors They provide an additional layer of oversight and judgment, which is critical to ensuring the IRC carries out its functions appropriately.

Evergreen observed the chair Greg Peel, applies appropriate due diligence on each loan with particular focus on ensuring sufficient capacity and experience of the Borrower, that the valuation, security and contracts stack up, and exit strategies are credible for each loan