BRI Ferrier (NSW) Pty Ltd Chartered Accountants ABN 97 128 947 848

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Level 30, Australia Square, 264 George Street NSW 2000 GPO Box 7079, Sydney NSW 2001

T 02 8263 2300 F 02 8263 2399 E info@brifnsw.com.au W www.briferrier.com.au

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28 November 2019 Trident Global Growth Fund ARSN 120 329 026

Notice of Meeting of Investors To be held at 11:00am on 19 December 2019 at the Offices of BRI Ferrier Sydney, Level 30 Australia Square, 264 George Street, Sydney NSW 2000.

EXECUTIVE SUMMARY

The Trident Global Growth Fund (“TGGF”) was terminated on 10 July 2019, and the investments of the TGGF have been sold for cash except for its investments in Halifax Investment Services Pty Ltd (“Halifax”) (“the Halifax Investments”). The proceeds of sale are held in an Australian bank account operated by the TGGF’s custodian, Sargon CT Pty Ltd. On or around 12 December 2019, approximately $15.4M will be distributed to the TGGF investors as an interim distribution. Accordingly, the balance of funds of the TGGF (excluding the Halifax Investments) as at the date of the Meeting of Investors will be approximately $3M (“the Remaining Funds”). This Meeting of Investors is convened to consider and discuss a resolution that the Responsible Entity for the TGGF pursue claims in respect of the Halifax Investments and proceed to wind up the TGGF on that basis. The constitution of TGGF specifies quorum requirements for a meeting of Unitholders convened to consider a resolution (which apply to the forthcoming Meeting of Investors). In the event that a quorum is not achieved for the Meeting of Investors, the meeting may be adjourned, however, there will remain an opportunity for relevant discussion.

The Halifax Investments are:

i) redeemable preference shares in Halifax with a face value of $2.75M (“RPS Investment”); and

ii) a deposit of $250K in a trading account with Interactive Brokers (“Deposit Investment”) (collectively “the Claims”).

Given the timing of this convened Meeting of Investors and the fact that the Resumed Second Meeting of Creditors of the Company must be convened for not later than 27 December 2019, and noting the festive period, it is possible that the Administrator of AMH will apply to the Court for an extension of the convening period, likely until late January 2020. The cost of that application would be borne by the TGGF, such that any funds recovered as a result of the Claims (if pursued) would be distributed to investors only, and therefore the extension would be sought for the ultimate benefit of investors.

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There has been no additional information received since the Second Meeting of Creditors of Australian Mutual Holdings Pty Limited (Administrator Appointed) (“AMH”) (“the Second Meeting”) in relation to recoverability of the Halifax Investments. Accordingly, the understanding remains that the entire RPS Investment has been lost and approximately 20% of the Deposit Investment may also be lost. The timing of any recovery from the Deposit Investment remains uncertain. Documentary evidence regarding the circumstances of the RPS is lacking, however, based on the material presently available and advice received, AMH as trustee of the TGGF has potential claims which may entitle it to recover the loss or damage suffered by the TGGF by reason of the RPS Investment being totally lost (“the RPS Claim”). Those claims may be against insurance policies or third parties and may have substantial prospects of being pursued successfully against relevant parties & those relevant parties do not currently appear to have available defences. Presuming court proceedings would be required to resolve the RPS Claim, it is expected that a budget of circa $2M may be required to cover the associated costs of pursuing the RPS Claim, of which only approximately 2/3 might be recovered as court-awarded costs in the event of success, and no funds might be received for at least two years. AMH considers there to be two options available in relation to the TGGF:

1. finalise the winding up of the TGGF by distributing the remaining Funds (and wind up AMH); or 2. enter into a Deed of Company Arrangement (“DOCA”) which would allow investors who wish to

do so to pursue the RPS claims and allow other investors to receive their proportionate entitlement to the remaining funds now.

Under option 1, the Remaining Funds would be distributed to investors pro rata and the Liquidator may or may not pursue recovery of the Claims. Pursuit of recovery of the Claims would likely involve engaging with an external litigation funder (subject to there being interest) which would significantly reduce the ultimate return (by potentially half) to investors, if any. That return would also be net of all other costs of recovery, including the Liquidator’s approved fees. Under option 2, the Remaining Funds would be transferred to a DOCA Fund to be applied to the cost of pursuit of recovery of the Claims. Investors would, under this option, be entitled to influence recovery action taken in respect of the Claims, and the ultimate return to investors may be improved given the recovery could be achieved without paying a premium for external funding. In summary, this is a commercial decision for investors, whether to:

1. withdraw their investment and potentially receive no or some return from the RPS claims, albeit discounted given the litigation premium costs; or

2. re-invest a portion of their investment, to potentially lose those funds or alternatively receive larger return from the RPS claims.

The Administrator of AMH has not made a recommendation, but rather offers investors a choice based on known facts. Yours faithfully, Peter Krejci Administrator of Australian Mutual Holdings Limited Responsible Entity for the Trident Global Growth Fund ARSN 120 329 026 28 November 2019

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Important Notices This Notice of Meeting is issued by Australian Mutual Holdings Limited (Administrator appointed) (ACN 115 182 137) (“AMH”), as Responsible Entity of the Trident Global Growth Fund (ARSN 120 329 026) (“TGGF” or “Fund”). General

This is an important document and requires your immediate attention. You should read this document, as well as the supplementary documentation foreshadowed by it, completely and carefully before deciding how to vote on the resolution set out in this Notice of Meeting (“Resolution”) and, if necessary, consult your investment, tax, legal or other professional adviser. A proxy form for the Meeting is enclosed. Preparation and Responsibility This Notice of Meeting has been prepared by AMH. Investment Decisions This Notice of Meeting does not take into account the investment objectives, financial situation, tax position or requirements of any particular person. The information contained in this Notice of Meeting is not financial product advice. This Notice of Meeting should not be relied on as the sole basis for any investment decision in relation to your TGGF units or otherwise. You should seek independent financial and taxation advice before making any decision in relation to TGGF units or the Resolution. It is important that you read this Notice of Meeting in full before making any decision as to how to vote on the Resolution. Forward looking statements This Notice of Meeting may contain forward looking statements which are subject to known and unknown risks, uncertainties and other factors that may cause actual results to vary from those forward looking statements or results express or implied therein. Variance between actual results and events or results expressed or implied within forward looking statements are typical and expected. AMH, nor any person mentioned within this Notice of Meeting, makes or attempts to make any warranty or representation, express or implied, as to the likelihood, or accuracy of the realisation of those forward looking statements. It is prudent not to place undue reliance on those statements and, if necessary, consult a professional adviser with respect to those statements prior to making any decision relating to the Resolution. Notice to foreign persons This Notice of Meeting has been prepared to comply with the requirements of the laws of Australia, which may differ from the requirements in jurisdictions outside of Australia. This Notice of Meeting is dated 28 November 2019.

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Notice of Meeting for Fund Investors Notice is hereby given by Australian Mutual Holdings Limited as Responsible Entity for the Trident Global Growth Fund that a meeting of Unitholders (“the Meeting”) will be held at the Offices of BRI Ferrier (NSW) Pty Ltd, Level 30 Australia Square, 264 George Street Sydney NSW 2000 on Thursday, 19 December 2019 11.00 am. AMH notifies that it has exercised its power under section 252S of the Corporations Act 2001 and appointed the Administrator of AMH, Mr Peter Krejci to chair the Meeting. Business of the Meeting Resolution 1 – AMH to complete the winding up of the Fund To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, provided that the number of units in the Trident Global Growth Fund (“Fund”) in respect of which votes are cast in favour of this resolution is more than 50% of the total number of units in the Fund on issue, the Administrator of the Responsible Entity of the Fund prepare and propound (at the cost of the Fund), for consideration at the adjourned Creditors’ Meeting (as defined in the Explanatory Memorandum accompanying the notice of meeting at which this resolution is considered), a DOCA consistent with the description of a DOCA proposal described in the Explanatory Memorandum for the pursuit of the Claims (as defined in the Explanatory Memorandum)”.

Please refer to the accompanying Explanatory Memorandum for more information on the Resolution. Yours faithfully, Peter Krejci Administrator of Australian Mutual Holdings Limited Responsible Entity for the Trident Global Growth Fund ARSN 120 329 026 28 November 2019

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Explanatory Notes on the Notice of Meeting

1. Defined Terms

Unless otherwise defined, capitalised terms have the meaning given in this Notice of Meeting.

2. Attendance at the Meeting

If you wish to cast your vote in person at the Meeting, you or, if you are a body corporate, your corporate representative, may attend the Meeting. AMH urges you to either attend the Meeting in person or appoint a proxy to vote on your behalf.

If a Unitholder is a body corporate wishes to attend the Meeting itself, it will need to:

appoint an individual as its corporate representative to exercise its powers at the meetings, in accordance with s 253B of the Act; and

provide satisfactory evidence of the appointment of its corporate representative prior to the commencement of the Meeting - if such evidence is not received before the meetings, the body corporate (through its representative) will not be permitted to attend the Meeting.

If you do not wish to attend the Meeting, you may complete and return the Proxy Form enclosed. However, even if you appoint a proxy, you may attend and vote at the Meeting in person if you wish (in this case you will attend instead of your proxy).

3. Proxy

If you wish to appoint a proxy the following points are relevant:

A Unitholder may appoint a proxy by completing, signing and returning a Proxy Form in accordance with the instructions below and on the Proxy Form. A Proxy Form accompanies this Notice of Meeting.

A proxy need not be a Unitholder and may be either an individual or a body corporate. If the proxy is a body corporate, that body will need to take the same steps set out in section 1.2 (i.e. appoint representative and provide evidence of appointment). If such evidence is not received before the Meeting, the body corporate (through its representative) will not be permitted to act as proxy.

A Unitholder that is entitled to cast two (2) or more votes may appoint two (2) proxies and specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the votes.

For an appointment of a proxy to be effective for the Meeting, the Proxy Form must be received by AMH at least 48 hours prior to the scheduled time for commencement of the Meeting. Unitholders appointing a proxy must also send the original or certified copy of any power of attorney or authority under which the proxy was signed (if applicable). The documents should be delivered to AMH:

By Mail: Australian Mutual Holdings Pty Limited (Administrator Appointed)

Level 30, Australia Square

264 George Street

SYDNEY NSW 2000

By Email: tggf@brifnsw.com.au

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By Facsimile: 02 8263 2399

4. Voting Entitlements

AMH has determined that the units will be taken to be held by the persons who are the registered holders 48 hours prior to the commencement of the Meeting.

5. Quorum and Majority Required

The constitution of TGGF states that the quorum necessary for a meeting of Unitholders convened to consider the Resolution is at least five (5) Unitholders holding at least 10% of the Units in Issue.

The Resolution will be decided on the basis of a simple majority of the votes validly cast on the Resolution. However, the proviso contained in the Resolution means that it will only be effective if Unitholders holding 50% or more of the Units in Issue cast the votes attaching to those units in favour of the Resolution.

6. Further information

If you have any questions please contact Luke O’Connor or Katherine La of BRI Ferrier by telephone on +61 02 8263 2300 or by email at tggf@brifnsw.com.au.

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Explanatory Memorandum in relation to resolution to be voted on by Unitholders of the Trident Global Growth Fund at a meeting to be held on 19 December 2019. Date: 28 November 2019

This Explanatory Memorandum is issued by Australian Mutual Holdings Limited (Administrator appointed) (ACN 115 182 137) (“AMH”), as Responsible Entity of the Trident Global Growth Fund (ARSN 120 329 026) (“TGGF” or “Fund”), in relation to a meeting to consider and vote on an ordinary resolution concerning the winding up of the Fund (“Resolution”).

This is an important document and requires your immediate attention. You should read the document in its entirety before deciding how to vote on the resolutions and, if necessary, consult your investment, tax, legal or other professional adviser.

Important Notice to the Explanatory Memorandum

This Explanatory Memorandum is issued by Australian Mutual Holdings Limited (Administrator appointed)(ACN 115 182 137) (“AMH”), as Responsible Entity of the Trident Global Growth Fund (ARSN 120 329 026) (TGGF or Fund).

Defined Terms

Unless otherwise defined, capitalised terms have the meaning given in this Explanatory Memorandum or in the accompanying Notice of Meeting dated 28 November 2019 (“Notice of Meeting”).

Purpose of this Explanatory Memorandum

This Explanatory Memorandum has been prepared for unitholders in relation to the conduct of the winding up of the Fund. Its purpose is to give Investors/Unitholders with an explanation of the Resolution and to assist them in determining how to vote on the Resolution. You have received this document because you are a unitholder in TGGF.

This Explanatory Memorandum forms part of the Notice of Meeting and contains detailed information in respect of the Resolution.

General Information

This is an important document and requires your immediate attention. You should read this Explanatory Memorandum, together with the Notice of Meeting, in their entirety before deciding how to vote on the Resolution.

The information contained in this Explanatory Memorandum does not constitute a personal recommendation by AMH or the Administrator or any of its affiliates, employees, officers or agents in relation to any financial product or advice. This Explanatory Memorandum has been prepared without taking into account any person’s particular investment objectives, financial situation or needs. You should assess the information contained within this Explanatory Memorandum and if necessary consult your investment, tax, legal or other professional adviser.

A proxy form for the meeting is enclosed with the Notice of Meeting.

Preparation and Responsibility

This Explanatory Memorandum has been prepared by AMH and its Administrator.

ASIC involvement

ASIC and its respective officers take no responsibility for the contents of this Explanatory Memorandum.

Investment Decisions

This Explanatory Memorandum does not take into account the investment objectives, financial situation, tax position or requirements of any particular person. The information contained in this Explanatory Memorandum is not financial product advice. This Explanatory Memorandum should not be relied on as the sole basis for any investment decision.

You should seek independent financial and taxation advice before making any decision in relation to TGGF units, the Resolution or the information contained within the Notice of Meeting or Explanatory Memorandum. It is important that you read this Explanatory Memorandum, together with the Notice of Meeting, in full before making any decision as to how to vote on the Resolution.

Forward looking statements

This Explanatory Memorandum may contain forward looking statements which are subject to known and unknown risks, uncertainties and other factors that may cause actual results to vary from those forward looking statements or results expressed or implied in them.

Variance between actual results and events or results expressed or implied within forward looking statements are typical and expected. Neither AMH nor the Administrator makes or attempts to make any warranty or representation, express or implied, as to the accuracy, or likelihood of realisation, of

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those forward looking statements. It is prudent not to place undue reliance on those statements and, if necessary, consult a professional adviser with respect to those statements prior to making any decision relating to the Resolution, Notice of Meeting or Explanatory Memorandum.

Notice to foreign persons

This Explanatory Memorandum has been prepared to comply with the requirements of the laws of Australia, which may differ from the requirements in jurisdictions outside of Australia.

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Explanatory Memorandum Date: 28 November 2019

1. Preliminary Information Relating to the Meeting

1.1 What is in this document?

This Explanatory Memorandum sets out the background to and information concerning the Resolution set out in the Notice of Meeting dated 28 November 2019 (“Notice of Meeting”) and other relevant information considered important to your decision in relation to the Resolution.

1.2 Background

On 10 July 2019, the Administrator of AMH determined to terminate the Fund. As reported to the creditors of AMH (including Investors/Unitholders in the Fund) in the Administrator’s Report of 16 October 2019 (“Second Creditors’ Report”), the investments of the Fund (except its investments (“Halifax Investments”) in Halifax Investment Services Limited (“Halifax”) have been sold for cash and the proceeds of sale are held in an Australian bank account of the Fund operated by the Fund’s custodian Sargon CT Pty Ltd.

Before the Meeting, the Administrator proposes to distribute approximately $15.4M to Investors as an interim distribution. Accordingly, the balance of the funds of TGGF (excluding the Halifax investments) as at the date of the Meeting will be about $3M (“Remaining Funds”).

1.3 Why has this Meeting been called?

At the meeting of creditors of AMH held on 24 October 2019 (“Creditors’ Meeting”), the Administrator of AMH, Mr Peter Krejci, discussed the potential future of the winding up of the Fund and the decision whether or not to pursue certain claims of AMH against third parties in relation to the Halifax Investments. Following discussion, the Administrator indicated that a meeting of Investors/Unitholders in the Fund, would be held when further information was able to be given to Investors. This Meeting has been called to honour that statement.

The Administrator adjourned the Creditors’ Meeting, in part to allow for this Meeting. At the reconvened Creditors’ Meeting, all creditors of AMH (including Investors) will vote to determine whether AMH:

should be placed into Liquidation;

the Administration should end and control returned to the Director; or

should execute a Deed of Company Arrangement.

The Administrator proposes to reconvene the Creditors’ Meeting for shortly after the Meeting. Currently, the Creditors’ Meeting must be held on or before 27 December 2019. It is possible that, because of the time of year and the inconvenience for creditors attending a meeting between 19 December and 27 December 2019, the Administrator will apply to the Federal Court to allow that the Creditors’ Meeting to occur after 27 December 2019. If that occurs, AMH may decide to adjourned this Meeting. If that occurs, further notice will be given to Investors/Unitholders.

1.4 What is the subject matter of the Resolution?

The Resolution to be voted on at the Meeting is set out in the Notice of Meeting.

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The Resolution is formulated to facilitate discussion, and proposes that, at the cost of the Fund, the Administrator prepare and propound a DOCA to be considered at the Creditors’ Meeting to implement the DOCA alternative discussed in section 2.6 below (“DOCA Alternative”). If:

the quorum requirement for the Meeting is not satisfied; or

the Resolution is not passed at the Meeting; or

the Resolution is passed at the Meeting by Unitholders holding less than 50% of the Units in the Fund,

the Administrator will not prepare and propound a DOCA to implement the DOCA Alternative and the Administrator proposes that the winding up of the Fund proceed without AMH first pursuing its claims against third parties in respect of the Halifax Investments.1 As discussed below, this does not mean that these claims will not be pursued, only that this will be a decision of the liquidator or board of AMH. In either event, the net proceeds of the pursuit of these claims will be held on trust for the Investors (but the amount of those proceeds may well be less because of the cost of funding the pursuit of the Claims).

2. Reasons to Vote For or Against the Resolution

2.1 The Halifax Investments

As set out in the Second Creditors’ Report,2 the Halifax Investments are:

redeemable preference shares in Halifax with a face value of $2,750,000 (“RPS Investment”); and

a deposit of $250,000 in an Interactive Broking facility operated by Halifax (“Deposit Investment”).

Since the Creditors’ Meeting, no further information has been received from the liquidator of Halifax suggesting that the Fund will receive any return on the RPS Investment or that any return on the Deposit Investment will be received in a short period. The position accordingly remains as set out in the Second Creditors’ Report, that it is likely that the entirety of the RPS Investment has been lost to the Fund and that, while approximately 80% of the Deposit Investment may be recovered by the Fund, this may not be received for a significant period of time while complicated legal proceedings are pursued and determined.

2.2 Investigations concerning the RPS Investment

The Administrator has carried out further investigations into the circumstances of the RPS Investment to ascertain relevant facts. These investigations have been hampered by the lack of relevant documents. Other than the Subscription Agreement, there are no management or board papers, or board minutes, concerning the decision to make the RPS Investment. Reconciliation of the bank statements of AMH and the Fund shows that the relevant cash flows occurred and the liquidator of Halifax has confirmed that the Fund is registered as the holder of the RPS.

The investigations also reveal that in the view of the Administrator:

the Fund was an open offer fund and had a current product disclosure statement (“PDS”) at all times;

1 See the discussion in section 2.8 below for further information and explanation of the 50% vote proviso in the Resolution. 2 See section 6.3 of th4e Second Creditors’ Report

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the PDS current at the time of the RPS Investment stated that the Fund would invest in quoted investments;

the RPS were not quoted investments;

subsequent to AMH’s investment in the RPS Investments on behalf of the Fund the PDS was replaced and the replacement PDS stated that the investments of the Fund could include unquoted investments;

both Halifax and AMH appear at the time to have been under the control of the same persons in terms of their respective shareholders, and the same three persons were the directors of each of them;

there does not appear to have been a general meeting of Unitholders to approve the making of the RPS Investment.

The investigations into the affairs of AMH (including investigations into the circumstances of the RPS Investment) are continuing.

Based on the material presently available to the Administrator, the above matters suggest that AMH and its directors may have engaged in the following misconduct in relation to the RPS Investment:

AMH caused the Fund to make the RPS Investment contrary to the express statement on the Fund’s then current PDS and so engaged in conduct that was misleading or deceptive or likely to mislead or deceive contrary to the Act; the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act); and/or the Australian Consumer Law (ACL) at sch 2 to the Competition and Consumer Act 2010 (Cth) (CCA);

the RPS Investment involved the provision of a financial benefit by AMH as the Responsible Entity of the Fund to Halifax in circumstances where Halifax was a related party of AMH without the benefit of an applicable exemption (such as approval by Fund unitholders) contrary to Part 5C.7 of the Act; and

the directors of AMH have breached their duties:

o to cause AMH to comply with the Act under section 601FD(f) of the Act; and/or

o under section 180 of the Act; and/or

o under the general law.

In those circumstances it appears that AMH as trustee of TGGF has potential claims which may entitle it to recover the loss or damage suffered by the Fund by reason of the RPS Investment (“RPS Claims”).

The Administrator has considered the prospects of success in pursuing the RPS Claims and whether insurance policies held by AMH would respond to the RPS Claims. The Administrator has also obtained legal advice in relation to these matters. The Administrator has formed the view that:

on the basis of the evidence presently available to the Administrator:

o there is a reasonable basis for proceeding with the RPS Claims; and

o at this early stage, there do not appear to be cogent defences to the misleading or deceptive conduct claims or the alleged contravention of Part 5C.7 identified above, and there may also be no reasonable defences to the other claims identified above;

subject to compliance with the terms of the insurance policies and whether the RPS Claims are, in part or whole, treated as connected with a conflict of interest such that they fall within a policy exclusion, the terms of those policies appear to respond to the loss incurred by the Fund in respect of the RPS Investment;

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if successful, the RPS Claims would prima facie give rise to rights of compensation to the Fund, in an amount up to the value of the RPS Investment; and

if the third parties against whom they were made were to resist the RPS Claims, and court proceedings were required, it would be unwise to assume that those proceedings would be quickly and cheaply determined – the Administrator considers that Investors/Unitholders should proceed on the assumptions that:

o a budget of about $2,000,000 may be required for this purpose if it were to proceed to final hearing and judgment much of which would be spent on legal costs in relation to which only approximately 2/3 might be recoverable as court-awarded costs in the event of success; and

o no funds might be received for at least two years.

Investors will understand that these are views reached by the Administrator in good faith, taking account of advice received and his own experience and expertise, but no assurances can be given to Investors that pursuit of the RPS Claims would ultimately be successful. In particular, the Administrator has reached these views in the absence of any defence or responsive evidence from the third parties against whom the RPS Claims might be made.

The Administrator has notified AMH’s relevant insurance of the possibility of the RPS Claims. No response to that notification has been received.

2.3 The Deposit Investment

The situation in respect of the Deposit Investment is different from that concerning the RPS Investment. It appears that Halifax holds funds which would meet approximately 80 percent of the Fund’s claim for return of that investment. However, the Administrator understands that the relevant funds were not held by Halifax in a separate account but rather form part of “blended” fund in respect of a number of different activities of Halifax. As a consequence, issues arise as to determination of the identity of proper claimants against that blended fund and the extent to which each claimant is to be entitled to share in that fund. The Administrator’s understanding is that the determination of these issues will delay the receipt by AMH of any return in respect of the Deposit Investment.

2.4 What are the alternatives?

In broad terms, the Administrator considers there to be two alternatives available, on the basis that it considers that it is undesirable to Investors for the winding up of the Fund to be delayed until the Claims are finally determined:

finalise the winding up of TGGF by distributing the Remaining Funds, with the likely consequences described in section 2.5 below; or

enter into a DOCA of the kind described in section 2.6 below which would allow Investors who wish to do so to pursue the RPS Claims actively while allowing other Investors to receive their proportionate entitlement to the Remaining Funds now.

Under either alternative, TGGF would cease to be a registered managed investment scheme and would not be an active trust. However, the Administrator believes, having obtained legal advice, that any net amounts received by AMH after termination of TGGF in respect of either of the Halifax Investments would be subject to a trust favour of Investors. Accordingly, Investors should bear in mind that the principal differences between the two alternatives is Investor funding and control of the pursuit of the claims of AMH in respect of the Halifax Investments and not of ultimate entitlements to the result of such a pursuit.x

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2.5 Distribution of Remaining Funds - Liquidation of AMH

This is the alternative envisaged if the Resolution is not passed at the Meeting, or is not passed by Investors holding 50% or more of the units in the Fund.

The consequence of that distribution will be that neither AMH nor the Fund will have financial capacity of its own to pursue its claims in respect of the Halifax Investments (“Claims”), particularly :

by making the RPS Claims against the relevant third parties; and

by ensuring the proper return of the appropriate proportion of the Deposit Investment from Halifax.

In that circumstance, consistent with the Administrator’s recommendation to creditors in section 13 of the Second Creditors’ Report, the Administrator would continue to recommend to all AMH’s creditors (including Investors) that AMH be placed into liquidation. Thus, if the Resolution is passed, it is likely that the Creditors’ Meeting would resolve that AMH be placed into liquidation.

In a liquidation, the following consequences would be relevant to Investors:

the Claims will remain prima facie enforceable by AMH through its liquidator, rather than by the Investors - an Investor might seek to require the enforcement by AMH of the Claims but would be required to indemnify AMH fully for the cost of enforcing these claims;

any claims that an Investor might now have personally against AMH or other parties regarding any loss suffered by that Investor (which may include claims in respect of the Halifax Investments) will continue - the decision and cost of enforcement will remain with the Investor;

any funds received by AMH in respect of a trust of which it was a trustee (including TGGF) will, after recoupment or reimbursement of costs incurred in obtaining those funds, belong to the beneficiaries of that trust in proportion to their interests - thus if the liquidator of AMH were to pursue the RPS Claims, after payment of the costs incurred, the funds received as a result, after reimbursement of AMH’s costs in obtaining those funds, would be held for Investors in proportion to their units in the Fund;

pursuit of the Claims may be facilitated by examination of relevant persons under section 596A of the Act (which a liquidator has a general right to bring) - such an examination may provide AMH with additional evidence to strengthen the Claims and lead to an earlier receipt of funds (either by judgment or settlement);

since AMH and the Fund will have no assets to pay for pursuit of the Claims, this will likely depend on the liquidator obtaining external litigation funding – the amount of any recovery that will flow through to Investors will be reduced by the payments required by any such funding arrangement.

2.6 The DOCA alternative

If the Resolution is passed at the Meeting by Investors holding 50% or more of the units in the Fund, the Administrator will prepare a DOCA on the basis that a majority of the Investors wish to have the opportunity to pursue the Claims, at least to some extent. It is not possible to "hardwire" every one of the possible alternatives that could be pursued by the Administrator and AMH in enforcing the Claims, but rather the DOCA will set up a facility where AMH will be the sole claimant in respect of the Claims (and any other claims which Investors might have against third parties arising from the facts giving rise to the Claims themselves (principally the Halifax Investment) and the Deed Administrator and Investors will decide what steps to take to pursue and enforce the Claims (“Claim Process”) through a committee.

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It is envisaged that the DOCA will:

1. appoint a Deed Administrator (probably the Administrator) to carry out the DOCA for AMH;

2. transfer any claims that Investors might have against third parties in relation to the same facts as the Claims to AMH - this will enable AMH to be the only party pursuing compensation in relation to TGGF in relation to the Claims (the Claims and the transferred Investor claims, (“the Claim Package”);

3. provide for the establishment of the Claim Fund:

a. each individual Investor will have the opportunity to decide whether to:

i. take their pro rata share of the current Remaining Funds in cash now and give up their possibility of sharing in any successful pursuit of the Claim Package under the DOCA; or

ii. apply that pro rata proportion of the Remaining Funds that they would otherwise be entitled to the pursuit of the Claim Package (“Claim Fund”).

b. Investors (“Claim Investors”) who decide to apply their entitlement in the Remaining Fund to fund pursuing the Claim Package may make additional contributions to the Claim Fund.

c. Each Claim Investor will have a pro rata share to the Claim Fund and the net proceeds of settlement or judgement in relation to the Claim Package based on the amounts contributed.

d. A minimum Claim Fund Size of $2 million with the Claim Fund alternative being abandoned and the Remaining Funds being distributed pro rata if the Minimum Claim Fund size is not reached. The Administrator considers that the likelihood of obtaining a suitable settlement (or indeed to obtain litigation funding from external funders to pursue the Claims on commercially desirable terms), depends in each case on the Claim Fund being sufficiently large to demonstrate that the Claims can be pursued with vigour by the Deed Administrator. Accordingly, the minimum size for the Claim Fund has been set at $2 million. The Remaining Funds has been set by the Administrator at $3 million so that, if the Resolution is passed, the DOCA alternative should be achievable because if Investors holding Units entitling them to $1 million decide not to become Claim Investors, the minimum Claim Fund size can be achieved. It is envisaged that the DOCA will permit the Deed Administrator to obtain additional funding support, in the event that the minimal claim fund is not met from existing investors, from those investors wishing to participate or from external parties (such as litigation funders) with the approval of the investors.

4. establish a Claim Investor Committee comprised of Claim Investor representatives with whom the Deed Administrator is to discuss and decide the Claim Process;

5. enable the Claims Investor Committee to direct the Deed Administrator, subject to being overturned by a meeting of the Investors, to stop the Claim Process and distribute any of the funds remaining to the Investors;

6. the Claim Fund and the Claim Package will be held by AMH in its own right subject to a first-ranking registered security interest in favour of the Claim Investors. This will enable the expenses incurred by running TGGF as a managed investment scheme registered under the Act to be relieved so that the Claim Fund is no not diminished by the costs of that compliance.

The Deed Administrator will be entitled to seek from ASIC status as a person who can apply for a summons to examine persons concerning AMH. This is like the process available to liquidators under section 596A of the Act. However, there are two uncertainties - ASIC may not give the Deed Administrator the requisite status and even if it does, the Court may refuse to issue the summons for examination under section 596B. If those hurdles are overcome, such an examination may be a step in the Claim Process and may provide additional evidence which will enable the Deed Administrator

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and the Claim Investor Committee to make a better assessment of whether to proceed with the Claim Process or to terminate it and distribute the Claim Fund to Claim Investors,

Claim Investor Committee

The DOCA will provide for the creation and maintenance of a committee selected by the Claim Investors for the purposes of consultation with the Deed Administrator. The Claim Investor Committee will consider and approve steps as proposed by the Administrator and then consult with the Deed Administrator in relation to the next steps to be taken. An example of how this is intended to operate is discussed below in relation to one likely step – the seeking of external funding for the Claim Process.

If the Deed Administrator proposes a step and the Claim Investor Committee votes against the Deed Administrator taking that step, then the Deed Administrator is not able to take that step and, if that step is essential to the pursuit of the Claims, the Claim Process is to cease and the Claim Fund is to be distributed to the Claim Investors, unless either:

a. the Deed Administrator convenes a meeting of the Claim Investors and they vote in favour of taking the step; or

b. the Deed Administrator proposes an alternative step to that which the Claim Investors Committee has already voted against.

Therefore, the Claim Process will be subject to the possibility at any time of being terminated and the Claim Fund being distributed, after meeting all costs incurred or to be incurred. Some of the steps can be foreshadowed in advance, but several of them may arise as the Claim Process is undertaken.

Investigating sale/funding of the Claims

It is possible that external third parties (including litigation funders) may wish to purchase the Claim Package and pursue it themselves. If this is the case, the consideration received, after meeting expenses, would form part of the Claim Fund and it is likely that the Claim Fund thereafter might be distributed to the Claim Investors pro rata to their contributions since the Claim Process thereafter will be in the control of, and the costs will need to be carried by, the purchaser of the Claim Package.

Alternatively, the third parties, instead of wishing to purchase the Claim Package, might instead prefer to offer to fund the Claim Process, relieving the Claim Fund of some or all of its obligations in this regard in return for a share of any proceeds ultimately received. In that case, depending on the extent to which the Claim Fund is relieved of its obligations to fund the Claim Process, the Claim Fund might be distributed in whole or in part by an interim distribution to the Claim Investors pro rata at that time. The proportion of any ultimate net settlement proceeds which might flow to Claim Investors would, in part, depend on the capacity of the Claim Fund to undertake the Claim Process itself (hence the initial size of the Claim Fund).

There might also be circumstances in which the external funding obtained is for a limited purpose. For example, AMH may obtain an offer of adverse costs indemnity. This would mean that, while no additional funding is provided for the Claim Process, the Claim Fund would not bear any costs of other parties (especially defendants that might be the subject of a court order). Such an indemnity arrangement would obviously substantially reduce the risk to the Claim Investors of the Claim Process. Again, obtaining such indemnity cover may well allow part of the Claim Fund to be distributed on an interim distribution basis to the claim Investors pro rata.

It is envisaged that the Deed Administrator would propose as an early step of the Claim Process the preparation of an information package for external funders to express interest in considering purchasing the Claim Package or funding the Claim Process. This would allow offers of full or part funding (including adverse costs indemnity) or purchase of the Claim Package by third parties.

The Deed Administrator would not be given authority under that step to accept any offer made. The Deed Administrator would consider the offers made, and put a recommendation to the Claim Investor

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Committee. That recommendation would then be discussed and either approved or not approved by the Claim Investor Committee. Alternative steps might then be proposed by the Deed Administrator for consideration by the Claim Investor Committee and a resolution reached which would either involve further steps on the part of the Deed Administrator in terms of pursuing the Claim Process or of entering the accepting the funding or purchase offer favoured by the Claim Investor Committee and/or both, depending on the circumstances. Depending on those circumstances also, part of the Claim Fund might be able to be distributed to Claim Investors pro rata to their contributions at about that time.

If the outcome of these steps involved the Administrator and AMH continuing to pursue the Claim Process itself, then further steps would need to be developed by the Administrator and approved by the Claim Investors Committee for that purpose.

2.7 What are the differences between the DOCA and termination of the Fund?

The principal differences are set out in this table.

DOCA Proposal Termination and liquidation

One claimant for all claims in respect of the Halifax Investment on behalf of AMH, the Fund and the Investors. This can be more efficient.

AMH and investors may pursue their respective claims individually. This can lead to inefficiency and increased costs. It can also reduce the prospects of a negotiated settlement of the claims.

Investors who do not wish to pursue the Claims can obtain their proportion of the Remaining Funds now.

Investors who wish to pursue the Claims are given the an opportunity to do so using funds that are not already committed elsewhere subject to Minimum Claim Fund size.

All Investors get their proportionate entitlement to the Remaining Funds but no assurance of pursuit of the Claims.

Claim Investors will, through the Claim Investors Committee, have effective control of the method of pursuing the Claim Package and a fund available to ensure that it is done properly and efficiently for their benefit.

Control of Claim process will effectively be with the liquidator and any external funder the liquidator may be able to attract.

Only Claim Investors will receive any result of the Claim Process.

If the liquidator pursues the Claims and receives any proceeds, all investors will share in any net proceeds (i.e. after all costs are met).

Examination of witnesses under section 596B may be available and the Deed Administrator and Claim Investor Committee can decide whether to seek such an examination. However, examination in effect requires

A liquidator of AMH will have a right to examine such witnesses under section 596A. However, the decision to do so is solely his and will depend on there being funding available.

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DOCA Proposal Termination and liquidation

consent from both ASIC and the Court.

2.8 Why is the Resolution subject to 50% of the units voting in favour?

The Administrator is aware that it is close to 6 months since he was appointed and that Investors/Unit holders have not yet received the proceeds of sale of the Fund’s investments. Furthermore, preparation of the required DOCA will require significant expenditure of the Remaining Funds as well as further delay. The Administrator considers that the responsible course, in the interests of all Investors/Unitholders (and all other creditors of AMH) is only to incur this delay and additional expense (to be borne by all Unitholders) if directed to do so by a majority of Investors/Unitholders which indicates that there are good prospects that both:

the DOCA alternative will be adopted at the Creditors’ Meeting; and

the minimum Claim Fund size of $2 million will be achieved.

It is only in those circumstances that the Administrator believes it is likely that he would recommend that the creditors support the DOCA alternative at the Creditors’ Meeting.

Corporations Act 2001

Constitution of the Trident Global Growth Fund

MEETING OF INVESTORS APPOINTMENT OF PROXY

TRIDENT GLOBAL GROWTH FUND ARSN 120 329 026

*I/*We(1)……………..………………………………………………………………………………………...................................................(investor name)

of....................................................………………………………………………………………………....................…............................(address)

an investor in the Trident Global Growth Fund ARSN 120 329 026,

appoint(2)….........................................................................……………………………….…………………….……………………………….………...

or in his or her absence …...……….….................…………...………………………………………………………………………………………………………..

as *my/our general/special proxy to vote at the Meeting of Investors of the Trident Global Growth Fund to be held on

Thursday 19 December 2019 at 11:00 AM, or at any adjournment of that meeting.

Please mark any boxes with an

Proxy Type: General Special

For Against Abstain

Resolution 1: “That, provided that the number of units in the Trident Global Growth Fund (“Fund”) in respect of which votes are cast in favour of this resolution is more than 50% of the total number of units in the Fund on issue, the Administrator of the Responsible Entity of the Fund prepare and propound (at the cost of the Fund), for consideration at the adjourned Creditors’ Meeting (as defined in the Explanatory Memorandum accompanying the notice of meeting at which this resolution is considered), a DOCA consistent with the description of a DOCA proposal described in the Explanatory Memorandum for the pursuit of the Claims (as defined in the Explanatory Memorandum)”.

INSTRUCTIONS FOR COMPLETING:

* Strike out if inapplicable. (1) Insert name and address. If a firm, strike out "I" and set out the full name of the firm. (2) Insert the name, address and description of the person appointed.

DATED this .................day of ..................................................................2019 _________________________________ Signature _________________________________ Print Name Proxies should be returned to the Offices of BRI Ferrier (NSW) Pty Ltd by 4.00 PM AEDT one (1) business day prior to the meeting by: Email: tggf@brifnsw.com.au, or Fax: (02) 8263 2399, or Post: GPO Box 7079 SYDNEY NSW 2001

X

CERTIFICATE OF WITNESS – (This certificate is to be completed only if the person giving the proxy is blind or incapable of writing) I, ......................……….……………of.........................……………………….certify that the above instrument appointing a proxy was completed by me in the presence of and at the request of the person appointing the proxy and read to him before he attached his signature or mark to the instrument. DATED this.......................day of ……............…………………….....2019 Signature of Witness:..................................................................... Description:.................................................................................... Place of Residence:........................................................................