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COMPLIANCE COMMITTEE

The Compliance Committee receives a quarterly report from Leon Boyatzis, Compliance Officer on PrivateInvest activities and operation of its products and services and if they remain appropriate including its financial services license and law has been complied with

Leon Boyatzis brings his experience with PPB Advisory, where he was as Director of their Real Estate Division between October 2010 to February 2014 and managed a distressed loan book in the aftermath of the Global Financial Crisis of 2008/09.

Naomi Roberts provides legal and governance oversight to the Compliance Committee and Group entities including legal documentation of loans and liaison with the Borrower until settlement

Roger Campbell, is an external compliance consultant, who is Chair of the Compliance Committee. He provides an additional layer of rigour to the compliance process, via regular compliance questionnaires and updates each quarter including applying his industry knowledge derived from regular contact with external clients He instigated the independent review of the AML programme

Risk Register

The Compliance Committee keep a Risk Register which details 16 risks which they monitor Out of these, 11 risks had a moderate risk rating, and 6 risks had a likelihood they ‘might occur’. There was no change in risks or ratings and owners have been assigned to each risk and noted on the Risk Register

Evergreen observed existing controls and monitoring were in place and comments and actions recorded to mitigate and manage these risks

Breach Register And Complaints Register

The Breach register and Complaints register had no incidents recorded since the Fund’s inception.

Conflict Of Interests Register

The Trustee, maintains a Conflicts of Interest register and the following conflicts were recorded and noted:

Mark Roberts

Directorships of Associated Entities: Director - PrivateInvest Pty Limited (626 703 026) and Director – PrivateInvest First Management Pty Limited (ACN 625 468 215)

Leon Boyatzis

Directorships of Associated Entities: Director - PrivateInvest Pty Limited (626 703 026)

Responsible Manager – Tyche Asset Management Pty Ltd – AFSL.

Nils Miller

Directorships of Associated Entities: Director - PrivateInvest Pty Limited (626 703 026)

Related Party - Borrodell Drive, Orange Loan

Related Party - Ploughmans Lane, Orange Loan.

Nils Miller has equity in the loans (Orange Loan) noted above Should any voting be required in relation to these loans, Nils abstains from any voting or providing any opinion or future recommendations on these loans

Evergreen has been given assurances related to the above related party loans to Nils Miller, that the original loans occurred before Nils’ full-time employment with PrivateInvest on 1 March 2022 as CEO, when he was a nonexecutive Director While Nils is not the majority shareholder in either project, he has a material interest.

Auditors

Pitcher Partners Auditors provide another layer of governance and compliance by reviewing the Fund accounts annually, which is not a legal requirement for a wholesale fund.

Underwriting Facility

PrivateInvest operate a $25 million underwriting facility, where the underwriter agrees to fund a loan (subject to prior approval) and the Fund pays back the underwriter when it receives amounts from investors The underwriting facility is provided by the Manager via the shareholders of PIFM, which is a related party to the Fund and the Trustee has delegation rights

The underwriting facility achieves the dual purpose of provide greater certainty to Borrowers by advancing loans (if the Fund is not able to do so) and ensures the Fund does not hold too much cash which would otherwise dilute fund returns

As the time of writing, the underwriting facility was drawn by $16 million It is the Trustees preference to repay the underwriting facility if drawn, as investors provide capital to the Fund, and to draw down on available funds from the underwriting facility as loans are written However, when the underwriting facility is nil or not drawn, the Trustee may delay applications from investors, until loans are ready to be drawn.

The underwriting facility when drawn earns the income distribution from the Fund and an underwriting line fee of 2% for the amount made available. The underwriter is a unit holder in the Fund and does not have any right of security over any assets in the Fund

PrivateInvest’s intention is to source a preferred external underwriter, now that the Fund has sufficient scale, and they have started to look for an underwriting partner

Evergreen views the underwriting facility favourable as provides competitive advantages

PRIVACY POLICY / ANTI-MONEY LAUNDERING AND COUNTERTERRORISM FINANCING ACT 2006 (“AML/CTF ACT”)

The Trustee has a written privacy policy designed to protect investors personal information, which covers collection, storage, use and disclosure of personal information

The Trustee has relevant AML / CTF checks in place to screen out any high-risk clients. The Manager didn’t proceeded with three (3) Borrowers who were unsuccessful in sourcing finance for loans, as identified in the high-risk category from the Managers own searches

INSURANCE – INVESTMENT MANAGEMENT

PrivateInvest Pty Limited, PICSL and PIFM, who are ‘the insured’ has an Investment Managers Insurance Policy (by London Australian Underwriting Pty Ltd), which provides cover of $2,000,000 for Professional Indemnity & Fund Reimbursement; Directors and Officers Liability & Company Reimbursement etc

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