This Part Two product disclosure statement (PDS) relates to the offer of LL Class of Unit in the Quantum Mortgage Trust ARSN 095 909 096 (Trust). This Part Two PDS is to be read in conjunction with the Quantum Mortgage Trust Part One PDS (together the PDS).

Quantum Funds Management Limited ACN 086 965 684 (Quantum), the holder of Australian Financial Services Licence Number 237621, is the responsible entity of the Trust and the Trust Manager.

This Part 2 PDS has been issued by Quantum in relation to the offer of “LL class” units in the Trust (Offer). None of the Trust Manager, its officers or its related entities guarantee the repayment of the capital invested, the performance of the assets of the Trust or that the investment objectives stated in this PDS will be achieved.

This Offer contains general information only and does not take into account the investment objectives, financial situation and/or particular needs of any individual investor. It is important that

you read the entire Part One PDS and Part Two PDS before making a decision to invest in relation to the Offer. It is important that you consider the risk factors related to investing in the Trust in the light of your particular investment needs, objectives and circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional advisor before deciding to invest pursuant to this Offer.

# Up to 12% before fees as noted in section 1

IMPORTANT NOTICE

PART TWO PRODUCT DISCLOSURE STATEMENT

“LL” Class of Units

(Part Two PDS) •11th JULY 2019

ARSN: 095-909-096

Mortgage: 91-97 Linton Street, Kangaroo Point, QLD, 4169

12Up to

SUMMARY OF OFFER

Loan purpose: To provide funds to finance the development of 169 residential apartments; retail and associated car parking on land located at 91 & 97 Linton Street, Kangaroo Point, Queensland 4169 (Project).

Borrower: Linton Developments (Qld) Pty Ltd ABN 89 603 825 627. Interest rate: 12% per annum calculated simple interest annually. Investor target return The target return payable to investors is 11% per annum, which is calculated as the 12%

interest rate per annum payable to the Trust Manager under the Loan less a management fee of 1% payable to the Mortgage Manager by the Trust Manager.

Payment: Interest is capitalised during the term of the loan and is only payable by the Borrower to the Trust Manager at the conclusion of the term of the loan.

Units on Offer: A minimum of $500,000 up to a maximum of $5 million “LL” Class of Unit will be issued by the Trust Manager to investors.

Unit price: $1.00 each. Security:

The loan will be secured by a third ranking mortgage over the land situated at 91 & 97 Linton Street Kangaroo Point, QLD 4169 (Land).

Valuation:

Land is expected to value on an 'as is' basis: $6,500,000. Project on completion: $87,346,326.

Loan to value ratio: 70% in relation to Land on an ‘as if complete’ based upon the valuation. Term: The date commencing on the date of the Loan agreement and ending on the date that

is twelve months after practical completion (PC Date) of the Project.

Loan amount: The maximum loan amount is $5,000,000 and the minimum amount is $500,000. The value of the Loan will depend on the value of funds raised from investors pursuant to the issue of LL Class of Unit and is within the absolute discretion of the Trust Manager.

Minimum application: $50,000, or an amount, as agreed by the Trust Manager.

PURPOSE OF LOAN The Trust Manager will use the funds raised under the LL Class of Units to provide a loan (Loan) to the Borrower. The Borrower will use the Loan to fund costs towards the development and other costs required to complete the Project.

TERMS OF SECURED LOAN The Borrower has agreed to pay an establishment fee of 2% of the value of the funds advanced pursuant to the Loan agreement. The Loan agreement was dated on the 12th of June 2018. The funds advanced to the Borrower pursuant to the Loan agreement must be repaid at the completion of the Term of the Loan.

BORROWER The Borrower is Linton Developments (Qld) Pty Ltd ABN 89 603 825 627.

RETURN TO INVESTORS The Trust Manager will target a return to investors of units offered under this PDS of 11% per annum after fees on invested capital, based on an interest rate of 12% per annum calculated monthly and payable at the end of the term of the Loan. Both the capital and interest in relation to the Loan are payable by the Borrower to the Trust Manager at the conclusion of the term of the Loan under the Loan agreement, less amounts properly deducted (such as fees and charges). Therefore, any distributions to investors made under the Trust, consisting of capital and income, in relation to LL Class of Unit, will be made following the end of the term of the Loan under the Loan agreement. Investors have no right to withdraw from the Trust until the Loans to which the mortgage relates have been repaid.

SECURITY Linton Investments (Qld) Pty Ltd ABN 19 602 129 993 (Purchaser) purchased the Land and the Project is being developed by the Borrower, a wholly owned subsidiary of the Purchaser. The Purchaser will provide a third ranking mortgage over the Land to the Trust Manager. In order to complete the Project, the Purchaser has raised funds and directed the Borrower to enter into loan agreements and may need to grant further security interests in relation to the Land. The Purchaser has executed a deed of priority under which the security interests granted by the Purchaser in relation to the Land are ranked as follows: 1. First ranking mortgage - Construction Finance; 2. Second ranking mortgage – Project Finance; and 3. Third ranking mortgage - Loan entered into in accordance with this PDS. In the event that the Borrower defaults under any of its loan agreements in relation to payment of interest and/or capital, under either the Construction Finance or the Project Finance (together Construction and Project Loans) either will be entitled to repayment of any amounts due under their respective loan agreements in priority to any repayments due to the Trust Manager under the Loan agreement. In other words, under the deed of priority, the rights of the Trust Manager to repayment of interest and/or capital under the Loan will be subordinate to those held by the lenders under each of the Construction Finance (first priority) or Project Finance (second priority). PROJECT PLAN The Borrower had obtained a development application from Brisbane City Council to design and construct a 169 unit apartment complex at 91 & 97 Linton Street Kangaroo Point, QLD 4169, a suburb that is just across the river from Brisbane CBD. The Trust Manager is seeking to raise funds from investors through the issue of LL Class of Units under the Trust in order to provide a Loan to the Borrower. The purpose of the Loan is to partially fund the Project costs not covered by the Construction and Project Loans. The Loan together with Construction and Project Loans has been used by the Borrower towards the finance and purchase of the Land (by the Purchaser) and subsequent development of the Project. The Borrower and the Purchaser have the following objectives: (i) to continue selling the 169 apartments currently being constructed under the Project to purchasers as "off the plan"

apartment sales; (ii) complete the construction contract with Tomkins Commercial & Industrial Builders Pty Ltd in relation to the Project; (iii) complete the Project and repay the Construction and Project Loans and then repay the Loan; and (iv) repay other creditors and investors. The total debt required to fund the Project (including Construction and Project Loans and the Loan) will result in an estimated loan to valuation ratio of approximately 70% calculated on an "as if complete" basis assuming development of the Project completes and assuming the total gross realisable value from sale of the 169 apartments and retail lots, as shown in the valuation report. The payment of the interest and capital due under the Loan to the Trust Manager will only occur following: (i) the completion of the development Project; (ii) the subsequent sale of the 169 apartments (assuming they have not been pre-sold "off the plan" already), the sale of retail lots and completion of these sales contracts; (iii) the repayment of the capital and interest in relation to the Construction and Project Loans; (iv) payment of all management, administrative and other fees which are owed to the Trust Manager and/or other third parties in accordance with contracts as disclosed in this Part Two PDS and/or Part One PDS; and (iv) payment of all management, administrative and other fees which are owed to the Trust Manager and/or other third parties in accordance with the trust deed establishing the Trust. Please note that amounts owing to lenders and other creditors of the Trust rank before an investor's interests in the Trust. As at the date of this Part Two PDS, the Borrower and Purchaser confirms that: (i) the construction phase of the Project is nearing completion, with an expected practicable completion date (PC Date) in November 2019; (ii) Upon reaching the PC Date, settlement of any pre-sold apartments will occur; and

(iii) it is planned that any unsold apartments or unsold retail lots will be sold within 6 months after PC Date.

DETAILS OF THE PROPERTY AND THE PROJECT An approval for the development of the Land was granted by the local council, namely Brisbane City Council, on 24th of September 2015, which provides for a development of 150 apartments (subsequently changed to 169 with updated versions to the apartment mix and reconfigurations) and 196 car spaces over 16 levels. All pictures are only artists impression of the development and may change or differ upon completion

Living Area Bathroom

Kitchen

LOCATION OF THE PROPERTY

Note – all distances in km/kilometers are approximate

SURROUNDING AREA

Location

• The Land is located approximately 3 kilometers south of Brisbane CBD in the suburb of Kangaroo Point.

• Walking distance to Brisbane CBD. Roads

• The property benefits from close proximity to major arterial roads such as Logan Road and Stanley Street.

• Easy access to the M7 to the airport and sunshine coast and M3 to the Gold Coast. Immediate Surrounds

• Established up and coming residential precinct with a combination of high-density units and low-density housing.

• The Gabba is right across the road from the site.

• Main street, just one block from the site is a nightlife and foodie hotspot.

• The site also lies within close walking distance to the Gabba Antique Retail Strip which has become a vibrant urban center with a mix of high-profile restaurants, cafes and antique stores.

• Kangaroo Point Cliffs Park with sweeping views of Brisbane’s city skyline, Kangaroo Point Cliffs provide the perfect setting for barbeques and picnics and is bustling with fitness groups each morning and afternoon.

Public Transport

• Woollongabba bus station is just a short 3-minute walk west of the site

• Train services from Park Road train station and Buranda Train station are a short 6-minute drive from the site.

• Cross River Rail Precinct is a key development and due to open 2022.

Recreational Facilities

• The Story Bridge Hotel is a short walk from the site, being one of Brisbane premier venues.

• Story Bridge Climb gives a unique view of the CBD and surrounding suburbs, as well as amazing views all the way out to Moreton Bay.

• The Kangaroo Point cliffs are a hive of activity, with plenty of parkland available for picnics and relaxing. The cliffs are also well known for climbing and are very popular with climbers from all over the country.

View from the roof area

FINANCIAL INFORMATION The Borrower and Purchaser intend to fund the Project through a combination of equity financing and debt financing, as shown in the table below. The Borrower has provided equity financing in order to: (i) obtain the development approval from Brisbane City Council (completed); (ii) to setup a sales suite in the area (completed); (iii) to commence the sale and marketing of the apartments to be constructed under the Project (commenced); (iv) to fund a part of the purchase price in respect of the Land (completed); and (v) to fund other development and construction costs (commenced). The development of the Project involves two stages: (i) stage one involves:

(a) the purchase of the Land; (b) obtaining sufficient pre-sales of apartments made "off the plan" to obtain the financing required to commence

construction; (c) obtaining Construction Finance and Project Loans; and (d) entering into a fixed price construction contract.

Stage one of the Project has been completed. (ii) stage two involves:

(a) the drawdown of the Construction and Project Loans to finance the development of the Project; (b) the completion of the construction contract; (c) the sale of each of the 169 apartments constructed and retail lots; (d) the repayment of the Construction and Project Loans including any interest owed in relation thereto; (e) then the repayment of the Loan by making distributions of income and capital to the holders of the LL Class of Units in

accordance with the trust deed establishing the Trust; and (f) Repay other creditors.

In accordance with the terms of the Offer as detailed in this Part Two PDS, the Trust Manager intends to raise a minimum of $500,000 up to a maximum of $5,000,000 from investors who subscribe for the LL Class of Units in the Trust. If, the minimum of $500,000 not be raised in LL Class of Units within 4 months of the issue of this Part Two PDS, the Trust Manager will return Investors funds plus interest earn based upon the interest rate from the designated bank account less any bank fees. The Manager confirms that in excess of the $500,000 has been raised already in LL Class of Units with 3,550,000 Units having been issued to a wholesale investor (outside this PDS), so no precondition remains to affect the issue of LL Class units to investors. Units will be issued within 7 days upon receipt of an application, that is approved by the Manager. In the table below the loan to value ratio (LVR) is calculated by dividing the amount borrowed by the total security.

VALUATION OF THE PROJECT An independent valuation report of the Project Valuation completed on the 18th May 2018 by a national valuation firm supporting the following values as a condition of drawing down funds from the Trust:

• Gross realisable value on an “as if complete” basis of $87,346,326 (including GST); and

• Value of the Land on an “as is” basis of $6,500,000 (excluding GST). The valuation report will be available for viewing at the offices of the Trust Manager, 815 Pacific Highway, Chatswood NSW, 2067 or upon the Trust Manager receiving a written request from an Investor. The Land valuation will be based upon a direct comparison method with the gross realizable value based upon the financial inputs of the apartments permit approval, the expected sales price of the apartments over a reasonable selling period, expected building costs and a residual cash flow analysis, undertaken by the valuation firm.

Notes MIN MAX

Sources of Funds

Developer's Equity 1 19,137,929 14,637,929

Quantum Mortgage Trust LL Class Loan 2 500,000 5,000,000

Construction and Project Loans 3 56,119,511 56,119,511

Total Equity and Debt 75,757,440 75,757,440

Application of Funds

Land and Acquisition Costs 8,472,826 8,472,826

Construction & related costs 45,667,302 45,667,302

Professional Fees 1,983,147 1,983,147

Contributions & Charges 3,365,910 3,365,910

Project Contingency 1,378,000 1,378,000

Finance Costs 9,477,472 9,477,472

Other Costs 5,412,783 5,412,783

Total Application 4 75,757,440 75,757,440

Security

Total Gross Realisable Value 5 87,346,326 87,346,326

Total Security 87,346,326 87,346,326

LVR 6 65% 70%

Notes

1 Funds contributed as Equity by Developer in addition to funds raised under Quantum Residential Property Trust.

2 Funds expected to be raised under LL Class, up to MAX.

3 Loans for construction of the Project and additional project funding, drawn August 2018.

4 Total estimated Project costs.

5 Based on the Total Gross Realisation amount (inc GST) in the Valuation report.

6 LVR of all debt (items 2+3) by security (5).

Sources and Application of Funds for Development

PRESALES

The marketing of the 169 apartments for sale has commenced. The Project has a web site at http://www.lintonapartments.com.au/ which shows pictures of the apartments, the floor plans, brochures and provides the opening times of the sales. The estimated number of pre-sales required to secure the initial funding to finance the construction of the Project (i.e. the Construction Finance) was reached and therefore was drawn in August 2018. Purchasers of pre-sales apartments will need to pay a minimum deposit of either between 5% to 10% of the total sales price. The purchaser may pay a 5% deposit if it can demonstrate to the Mortgage Manager that it has additional property assets or ability to finance the property the with a net value at least equal to the 5% deposit. For example, if the purchase price for an apartment was $700,000, then a 10% deposit requires payment of $70,000 and a 5% deposit requires payment of $35,000. In order to pay a 5% deposit, the purchaser must be able to demonstrate that it owns $70,000 in net assets as well as being an Australian citizen. As at the date of this Part Two PDS, the following pre-sales (including exchanged or a signed expression of interest) a have been received or achieved as noted below:

EOI: means expression of interest, which requires the potential purchaser to make a $1,000 deposit. #: Current master price list at the date of this PDS

In addition to the income from the sale of apartments, the Project also includes retail lots for sale. The value of these lots as per the valuation was $3,300,000.

LENDERS First and Second ranking mortgage The expected terms and conditions of the Construction Finance and Project Finance are provided below:

Estimated terms Construction Finance Project Finance

Loan amount (approximately) ^ $49.8 million $2.95 million

Cost of debt 10.5% per annum with an additional line fee of 2.5% on the full facility.

22% per annum

Term From August 2018 until project completion.

From August 2018 until project completion.

Security First ranking mortgage over the land and a general security agreement in relation to the circulating assets and non-circulating assets of the Borrower and the Purchaser.

A second ranking mortgage over the Land and a general security agreement in relation to the circulating assets and non-circulating assets of the Borrower and the Purchaser.

Residential Apartments Gross Sales # Exchanged EOI Remaining Sales

By value $87,469,643 $58,956,310 $3,678,301 $24,835,032

By number 169 125 7 37

Third Mortgage The Trust will grant the Loan to the Borrower on the terms set out below:

Loan amount The maximum loan amount is $5,000,000, and the minimum amount is $500,000. The value of the Loan will depend on the value of funds raised from Investors pursuant to the issue of LL Class of Unit and is within the absolute discretion of the Trust Manager. As of the issue of this PDS $3,550,000 has been raised by investors.

Interest rate 12% per annum calculated monthly is payable to units issued under this PDS. Interest is capitalised during the term of the loan and is only payable by the Borrower to the Trust Manager at the conclusion of the term of the loan. Units issued under this PDS will receive a net interest rate of 11% pa, after payment of a 1% pa Management Fee

Term The date commencing on the date of the Loan agreement and ending on the date that is twelve months after practical completion of the Project (Term).

Security Third ranking mortgage over the Land.

REPAYMENT POLICY

On completion of the Project, the sales proceeds received from the sale of the 169 apartments and any retail lot sales will be repaid in the following priority: 1. Lenders of the Construction and Project Loans– both capital and interest; 2. The Trust – including all amounts due and payable under the Loan facility; 3. Any secured creditors; 4. Other outstanding creditors; and then 5. Land Owner - to the extent any funds remain, the balance will be paid to the Purchaser. The parties listed above will be paid from the proceeds received from sale of the apartments and retail lots as each settle after reaching the PC Date of the Project. Investors in the Trust will only receive any returns after the Mortgage Manager has been paid its management fee and all other fees, charges and expenses. Once all interest and capital has been paid to the Trust, the Trust Manager will notify investors and offer them to

(i) redeem the LL Class of Unit or (ii) reinvest in the Trust by completing and an application for another Class of Unit offered by Quantum, if one is

available.

RISKS Investors should refer to the risks section of the Part One PDS when considering this Offer. In addition to the risks identified in the Part One PDS, the following risks should be considered: Settlement risk The repayment of the Loan by the Borrower is dependent upon completion of the Project and sale of the 169 apartments and retail lots, valued at $3,300,000. There is a risk that non-completion of the Project and delay in the settlement of sale of the apartments and retails lots will:

(i) cause a delay in the timing of the repayment of the Loan or (ii) reduce the amount of funds available to repay both principal and interest in relation to the Loan.

To minimise this risk, the Borrower has required purchasers of apartments to pay a deposit and also to provide personal guarantees to perform under the sales contract when the construction of the apartments are completed. The personal guarantees are not secured. Property value risk

The value of Land and the unrealised value of the 169 apartments and retail lots can rise and fall. Therefore, the value of an investor’s return on its investment may be influenced by any downturn in:

(i) the value of Land or in the value of apartments on completion of the Project; or (ii) in the property market in general, between the time an investment in the Trust is made and the date on which the

purchaser completes the purchase of the apartment. To minimise this risk, the Borrower has had the Land valued by an independent valuation expert (please refer to the section called 'Valuation of the Property & Development' in this Part Two PDS) and is seeking to sell the apartments at a sales price equal to the gross realised value as detailed within the valuation report. Note: This valuation was completed in July 2018 and the market value of the apartments and retails lots may have fallen since this valuation was completed. Builder risk There is a risk that the builder of the apartments will not adhere to the building code requirements, or will be unable to complete the building works, or will become bankrupt or insolvent. This may cause delays in the construction of the apartments and may ultimately affect the profitability of the Project and the ability to sell the apartments. This may impact the capacity of the Borrower to pay interest and repay the principal lent under the Loan agreement. However, to minimise this risk, the Borrower has appointed a development manager to oversee the building of the Project and to monitor any compliance issues that arise with respect to the construction of the apartments. Loan repayment risk Investors should note that the total amount of debt required to finance the Project (including the First Construction Project Loans and the Loan) will result in an estimated loan to valuation ratio of 70% calculated on an "as if complete" basis assuming development of the Project commences and assuming the total gross realisable value from sale of the 169 apartments and retail lots is as shown in the valuation report. The Trust Manager warns investors that the higher the loan to valuation ratio, the higher the level of risk that the Borrower will not pay all amounts owed under the Loan (including the repayment of the principal sum). Construction Finance and Project Finance risk There is a risk that the Borrower may default on either or both of the Construction and Project Loans. Credit and Default risk There is a risk that the Borrower cannot repay the Loan upon completion of the Project. Investors should note that the Loan is secured over the Project including the apartments and retail lots. No credit assessment has been undertaken by the Trust Manager of the Borrower other than to review the Project feasibility in the valuation completed by the valuer. The Borrower is a special purpose vehicle established for this development and holds no assets other than the interests in contracts entered into for the purpose of this development. The Trust Manager warns investors that as no credit assessment has been undertaken on the borrower, and that the Loan is a property development loan, and drawdown is based upon the costs associated with the development based upon the costs of the Land by the valuer or development cost approved by a suitable quantity surveyor.

SENSITIVITY ANALYSIS Below are some factors that could impact the repayment of the Loan.

Impact Item Value Effect on the repayment of the Loan

Interest rates If interest rates for the Construction and Project Loans increase additional sales will be required to repay this loan first, as it ranks ahead of the Loan. The interest rate of the Construction and Project Loans is fixed and unlikely to climb greatly over the following months to the PC Date and an increase in overall interest costs are minimal, and likely

Minor.

to have only a limited impact on the ability to repay the Loan.

Build Price variation

The building price is a fixed time and price contract, so no or only a limited variation can occur.

Minor.

Pre-sales fall over on Apartments

The apartment sales are used to repay the Construction and Project Loans and the Loan. If the buyers of apartments fail to settle an apartment in respect of the Project, then the ability of the Borrower to repay the Loan may be reduced or delayed. The sales contract provides that a buyer is liable for any loss if they fail to settle an apartment.

Minor impact as buyers have a contractual obligation to settle the apartment under the sales contract.

Fall in prices for remaining Apartment stock

A fall in the prices of any unsold apartments below the gross price list may impact the ability of the borrower to repay the Loan. As apartments have already been sold only unsold apartments may have an impact upon the ability of the Borrower to repay the Loan and any interest payable.

Depending upon the rate of price falls, may have an impact on reducing sales revenue, available to repay the Loan

Construction Financier stops funding

The Construction Financier will have a facility agreement to pay the Builder upon sign off by the independent quantity surveyor and the Construction Financier’s other conditions for each payment being satisfied. If the Builder completes the work the Builder should be paid by the Construction Financier.

Minor if the Builder has sub-contractors. The DM to check monthly that main contractors have been paid. The Builder provided 5% of the value of the building contract in form of a guarantee or retained amount to cover cost over runs.

Key person risk This is the risk that a key individual, being Peter Gribble is no longer able to fulfil his obligations or has conflicting obligations in respect of the Project.

Notwithstanding Peter Gribble is a current Director of the Trust Manager, Mortgage Manager, Borrower and Purchaser. The Trust Manager is controlled by an independent board and has control to appoint or replace directors of each of the above entities. The Trust Manager has appropriate staff, managers and a Development Manager agreement to enable the Project to continue should any member of the team be unable to fulfil their obligations.

CONFLICT OF INTEREST This Project involves a number of related party transactions and conflicts of interest which are detailed below:

Name of party Role in the Project

Name of directors

Why is this a related party?

Is there a conflict of interest?

Steps taken to ensure the best interests of the investors are upheld?

Quantum Funds Management Limited

Responsible entity and Trust Manager of the Trust

Peter Gribble, Ben Dillon and Scott Riedel.

Common director of Mortgage Manager, Borrower and Purchaser.

Yes - due to Peter Gribble being a director of the Trust Manager.

Peter Gribble leaves the board room where the directors are considering a decision where there is a risk of a perceived or actual conflict of interest. Please refer to Part One PDS for further details on the Trust Manager.

Quantum Finances Pty Ltd

Mortgage Manager

Peter Gribble Common director. Management contract with Trust Manager (1% per annum

Yes - due to Peter Gribble being a director of the Mortgage

Peter Gribble leaves the board room where the directors are considering a decision where there is a risk of a perceived or actual conflict of interest. Please refer to

management fee). Receipt of an establishment fee of 2% in relation to the Loan directly from the Borrower.

Manager and the Trust Manager.

Part One PDS for further details on the conflict of interest policy of the Trust Manager and Mortgage Manager.

Linton Developments (QLD)Pty Ltd ABN 89 603 825 627

Borrower Sole director is Peter Gribble

Common director. Loan agreement between Trust Manager and Borrower. Wholly owned development company of the Purchaser (detailed below).

Yes - due to Peter Gribble being a director of the Borrower and Trust Manager.

The terms of the Loan were negotiated at arm’s length between the Borrower and the of the Mortgage Manager and the Trust Manager, who is independent of the transaction and by the independent directors of the Trust Manager.

Linton Investments (Qld) Pty Ltd ABN 19 602 129 993

Purchaser Sole director is Peter Gribble

Common director. Wholly owned special purpose vehicle of the Trust Manager.

Yes - due to Peter Gribble being a director of the Purchaser and Trust Manager.

The terms of the Loan were negotiated at arm’s length between the Borrower and the directors of the Trust Manager who were independent of the transaction. In addition, all related transactions have to be approved by both the financial controller and 2 directors and Peter Gribble has agreed to not be part of these discussions.

DEVELOPER INFORMATION The Project is to be developed by the Purchaser, a special purpose vehicle, which is owned by the Trust Manager. The sole director of the purchaser is Peter Gribble. Peter acts as the managing director for the Trust Manager and has been involved in over 20 similar property developments under the Quantum brand and has developed more than 1,200 apartments with a gross value in excess of $550 million.

MANAGEMENT FEES The Trust Manager will receive a management fee of 1.0% per annum of the value of funds advanced under the Loan. The Mortgage Manager will also receive an establishment fee of 2% of the value of the funds advanced under the Loan. The establishment fee will be paid to the Mortgage Manager by the Borrower for arranging the Loan, which will be used (among other things) to cover its expenses and associated costs including: travel, legal costs in relation to the Loan, other establishment costs, due diligence costs, site visits and other out of pocket expenses. The establishment fee will not cover any legal fees or other costs for the enforcement of the Loan should the Borrower default under the Loan agreement. CONSENTS The Borrower, Purchaser, Quantum Group Holdings Pty Ltd, the directors of the Trust Manager and the Mortgage Manager and have each given their written consent to be named in this PDS in the form and context in which they are named or the representations made and have not withdrawn their consent prior to the date of this PDS.

DEFINITIONS Any defined terms used in this Part Two PDS have the meaning given below. Any capitalised terms which are used in this Part Two PDS and which are not defined below have the same meaning as in the Part One PDS:

Term Definition

Application Form means the Application Form provided at the end of this Part Two PDS

Borrower Linton Developments (QLD) Pty Ltd ABN 89 603 825 627

Construction Finance financing that the Borrower obtained to fund the construction of the Project.

Construction and Project Loans

means both the Construction Finance and Project Finance.

Land refers to the land located at 91 & 97 Linton Street Kangaroo Point 4169

Loan refers to the loan to be made from the Trust Manager to the Borrower using the funds raised through the Offer of LL Class of Unit to investors in the Trust (also referred to as the Loan agreement)

Mortgage Manager Quantum Finances Pty Ltd ACN 069 485 641

Offer means the offer to subscribe for LL Class of Unit in the Trust

PC Date means the date of practicable completion under the building contract.

PDS refers to the Part One PDS together with this Part Two PDS

Project means the development of 169 residential apartments, retail and associated car parking on land located at 91 & 97 Linton Street Kangaroo Point, QLD 4169

Project Finance means an additional loan used by the Borrower to fund part of the purchase price of the Land

Purchaser Linton Investments (QLD) Pty Ltd ACN: 602 129 993

Responsible Entity Quantum Funds Management Limited ACN 086 965 684 (also referred to as the Trust Manager)

Senior Lender which is a lender providing the Construction and Project Loans and has a first ranking mortgage over the Land

Term the date commencing on the date of the Loan agreement and ending on the date that is twelve (12) months after the PC Date of the Project.

Trust Quantum Mortgage Trust ARSN 095 909 096

Trust Manager Quantum Funds Management Limited ACN 086 965 684

STATEMENT BY THE DIRECTORS OF THE RESPONSIBLE ENTITY The Directors report that, after due inquiry by them, they have not become aware of any circumstances which in their opinion will materially affect the Trust other than as disclosed in the Part One PDS and the Part Two PDS. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure such is the case, the information contained in the Part Two PDS is in accordance with facts known to the Directors as at the date of the Part Two PDS and does not omit any information likely to affect the decision of the investors in relation to the Trust. Each director of the Trust Manager has given and has not withdrawn before the date of the Part One PDS and the Part Two PDS, their consent to the issue of the Part One PDS and the Part Two PDS. CORPORATE DIRECTORY Responsible Entity – Trust Manager Mortgage Manager Quantum Funds Management Ltd Quantum Finances Pty Ltd ACN 086-965-684 AFSL: 237 621 ACN 069-485-641 815 Pacific Highway 815 Pacific Highway Chatswood NSW 2067 Chatswood NSW 2067 +61 2 8823-5222 +61 2 8823-5222 Email: investors@quantumgroup.com.au Email: qf@quantumgroup.com.au

Independent Auditor Mr John Pascoe Pascoe Whittle Level 8, 191 Clarence Street SYDNEY NSW 2000 Tel: (02) 9299-2444

Solicitor HWL Ebsworth Level 14 264-278 George Street SYDNEY, NSW 2000

ELECTRONIC PDS The Trust Manager will issue this Part Two PDS and the Part One PDS on the following website: www.quantumgroup.com.au. Any person accessing the electronic version of this Part Two PDS and the Part One PDS for the purposes of investing in the Trust must be an Australian resident and must only access the Part One PDS and the Part Two PDS from within Australia, unless the Trust Manager notifies a jurisdiction outside of Australia as per the Part One PDS and on its web site at www.quantumgroup.com.au. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to a hard copy of Part One PDS and the Part Two PDS or accompanies the complete and unaltered version of the Part One PDS and the Part Two PDS. Prospective applicants should read the Part One PDS and Part Two PDS in their entirety before completing the application (including the power of attorney). During the Offer period, any person may obtain a hard copy of this Part Two PDS free of charge by contacting the Trust Manager.

(Downloan Part One PDS via ths link)

APPLICATION FORM GUIDE QUANTUM MORTGAGE TRUST

Privacy Act 1988 (Cwth)- Collection Statement If you complete the Application Form attached to this Product Disclosure Statement, you may be supplying “personal information” as defined under the Privacy Act 1988 (Commonwealth) (Privacy Act). You should be aware that: • Personal information will be held at our office to maintain your holding and may be disclosed to other entities in the Quantum Group, but only for carrying out the uses therein; • We will use your personal information for the following purposes; • assessing your application; and • communicating with you in relation to your holding and all transactions relating to the holding; • While not all the personal information we ask you to supply is required by law, we may not be able to assess your application if the information is not supplied; • You can contact us by phone, fax or email and request access to your personal information. In normal circumstances, we will give you full access to your personal information; however, there may be some legal or administrative reason to deny you access, in which case we will tell you the reason. Further, there may be some charge to give you full access where your request requires the compilation of personal information that has been archived or is significant in volume. You can also obtain a copy of our privacy statement on by requesting it from us.

Your Guide to the Application Form Please complete all relevant sections of this Application Form using BLOCK LETTERS. Further particulars and the correct forms of registrable names to use on this Application Form are contained in the table below. If you have any queries concerning the PDS or the completion of this Application Form, please call our office on: 1300 360 949 or +61 2 8823 5222. A. Insert the number of Units you wish to apply for. The Application Form must be for a minimum of 10,000 Units and thereafter in multiples of 1000 Units. B. Insert the relevant amount of application monies. To calculate your application moneys, multiply the number of Units applied for by $1.00 per Unit. C. Write the full name you wish to appear on the statements of your unit holding. This must be either your own name or the name of a company. Up to two joint Applicants may register. You should refer to the table below for the correct forms of registrable name. Applications using the wrong form of name will be rejected. D. Enter your Tax File Number (TFN) or exemption categories. Where applicable, please enter the TFN for each Applicant. Collection of TFNs is authorised by taxation laws. Quotation of your TFN is not compulsory and failure to do so will not affect your application. E. Please enter the postal address for all correspondence. All

communications to you from the Trust Manager will be mailed to the person(s) and the address as shown. For joint applicants, only one address can be entered. All applicants must provide an address in Australia. F. Please enter your telephone number(s), area code and contact name in case we need to contact you, plus an email address if you have one. G. Please complete cheque details as requested: • Make your cheque payable to "Quantum Mortgage Trust Class" in Australian currency and cross it "Not Negotiable". Your cheque must be drawn in Australian dollars on an Australian bank. • The amount should agree with the amount shown in the application form. Sufficient cleared funds should be held in your account, as cheques returned unpaid will result in your application being rejected. H. Please read the declaration before signing the Application Form. I. The form is not validly completed unless signed by the Applicant(s). If signed under a power of attorney and the power of attorney has not previously been noted by the Trust Manager, the original, or a copy certified by a person authorised to witness statutory declarations, must be produced. Certified copies will be retained by the Trust Manager. A company must affix its common seal. For companies with a sole director and sole secretary, this must be stated below the single signature. Return your completed Application Form with your cheque(s) to:

Mail To Quantum Funds Management Limited GPO Box 2593 SYDNEY NSW 2001 Or

Deliver To Quantum Funds Management Limited 815 Pacific Highway CHATSWOOD NSW 2067

Applications will be treated on a “first come, first served” basis. This Product Disclosure Statement provides information about investing in the Quantum Mortgage Trust. The Trust Manager recommends that Investors should read both Part One and Part Two Product Disclosure Statement in their entirely before applying for Units in the Trust. Any person who gives another access to the Application Form must at the same time and by the same means provide access to the Product Disclosure Statement and any supplementary document. Printed copies of this PDS and any supplementary document are available free of charge on request from the Trust Manager.

P:\Reporting\Prospectus\QMortgageTrust\Part_2\LL_Class\Workings\QMT_PDS_Part2_LL_Units_5.51.docx

You should send in your Application Form as soon as possible to avoid disappointment. There is no cooling off period. Whilst the Trust is operated as a non-liquid managed investment scheme, Applicants will not be entitled to any cooling-off rights.

Correct Forms of Registrable Name Only legal entities are allowed to hold Units. Application must be in the name(s) of natural person(s), companies or other legal entities acceptable to the Trust Manager. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of account designation if completed exactly in the example of correct forms of registrable name shown below.

Quantum Mortgage Trust - Application FormAPPLICATION DETAILSPlease follow the notes in completing this Application Form.

I/We apply for LL Class of Units in the Quantum Mortgage Trust.

Name of the Applicant Individual, joint, trust, superannuation trustees and company applicants.

Write full names as you wish them to appear on the register (including Mr, Mrs, Miss, etc.)

Account Name (e.g., Name of trust, superannuation investment, or company)

ACN (if company or Trust)

Tax file number (Applicant 1) Giving your tax file number is optional, if you do not, tax may be withheld from distributions made to you. Enter your exemption number (if applicable).Tax file number (Applicant 2)

Non resident (please tick) Country of resident

Date of birth (Applicant 1) / /

Date of birth (Applicant 2) / /

ADDRESS

Street number and name

Suburb State Postcode

Country

MAILING ADDRESS (IF DIFFERENT FROM ABOVE)

Street number and name (or PO Box number)

Suburb State Postcode

Country

CONTACT DETAILSContact name (if applicable)

Daytime contact number Facsimile

Mobile number

Email

BANK ACCOUNT DETAILS (FOR REDEMPTION DISTRIBUTION)

Account name

Branch code (BSB) Account No.

Bank Branch

Swift

Currency AUD/SNG/USD

APPLICATION MONEYI/we apply for the following investment amount in:

1. LL Class of Units for the amount of (being at least $50,000 and multiples of $5,000 thereafter):

Application Money AUD$

Bank Account Details (for transfer of Application Money) for LL Class of Units

Account Name The Trust Company (Australia) Limited ACF Quantum Mortgage Trust LL Class of Units

Branch code (BSB) 0 3 2 0 0 2 Account No. 9 4 2 8 1 5 - - -

Bank Westpac Bank Branch Corner Pitt & Bridge Streets

Swift Code W P A C A U 2 S

RECEIPT OF COMMUNICATION MATERIAL BY EMAILAll communication will be by email or our website, unless nominated below;

Send communication by post (this may delay your correspondence)

ADVISER DETAILPlease follow the notes in completing this Application Form.

Advisor name

Dealer Group

Adviser phone

Email

Street address

Suburb State Postcode

Country

AML/CTF certification

I confirm I have completed AML/CTF identification and verification requirements for this Investor as required under the AML/CTF Act and have attached a copy of the form.

(Please X box to confirm).

Statement of Advice

I confirm that I have provided a Statement of Advice to the Applicant within the previous 90 days of this Application in which I was recommend Quantum Mortgage Trust as a suitable investment. (Please X box to confirm).

No statement of advice was provided, however a General Advice was provided to the Applicant

Check initial of applicant

RECEIPT OF MARKETING MATERIAL I do not wish to receive any additional marketing material from the Manager or any Quantum entity.*

*Please X box if you do not want any marketing materials sent directly to you.

ADVISER STAMP

ACKNOWLEDGEMENTS AND DECLARATIONSAn Application must be by an individual, company or some other legal entity acceptable to the Manager. A Company should state its ACN. Applications may be made by up to two individuals and/or companies in joint names. Applicants with a non-Australian address will be deemed non-residents for the purpose of the Income Tax Assessment Act 1936 and / or 1997 (Cth), (or successor legislation), unless otherwise notified. The address you provide will be entered in the Register.

DECLARATION AND SIGNINGBy lodging this Application Form, you agree—

• you have personally received a paper or electronic copy of the PDS to which this Application Form is attached and you have read it in full;

• by signing this Application Form, you will be bound by the terms of the PDS and the Constitution; and

• we may accept or reject this Application in whole or in part.

Further, by lodging this Application Form, you acknowledge—

I / We authorise Quantum to continue to invest on my/our behalf in accordance with the term s of the Product Disclosure Statement the application moneys until the money is required in accordance with the terms of the Product Disclosure Statement. I / We acknowledge that in accordance with the terms of the Product Disclosure Statement the interest to which I/We are entitled on those invested moneys may be less that the interest actually received by Quantum on the invested moneys. I / We acknowledge that we are in receipt of a copy of documentation as noted above.

I / We acknowledge having received a copy of the Product Disclosure Statement which covers the issue to which this application relates (both the Product Disclosure Statement and) and that I / We have read and understand the Product Disclosure Statement and my / our obligations and rights with respect to the issue.

I / We acknowledge the terms of the Product Disclosure Statement and agree to be bound by them. In particular, I /We agree to, and authorise Quantum to deduct its fees and also to recover outlays.

The Trust Manager is required to comply with the anti-money laundering laws in force in a number of jurisdictions (including the Financial Transaction Reports Act 1988 (Cth)) and I/we must provide that Trust Manager with such additionally information or documentation as the Trust Manager may request or me/us from time to time to ensure its compliance with such requirements.

POWER OF ATTORNEYIf my application is accepted, I irrevocably appoint Quantum Funds Management Ltd ACN: 086-965-684 (“my Attorney”) (with power to appoint from time to time remove a substitute or substitutes) in accordance with and subject to the terms of the Trust Constitution and this Product Disclosure Statement and authorize and empower my Attorney, in my name, or in either of both my Attorney’ name:

1. Sign all documents necessary to arrange and complete Authorised Investments on terms not materially more onerous than those per this Part Two Product Disclosure Statement on my behalf in the proportion my Units bears to total issued Units, including to execute agreements for the Loan form and substance as the Responsible Entity approves;

2. Generally to do all other acts or things on my behalf which the Trust Manager considers advisable, desirable or necessary in connection with the Assets.

3. I agree to ratify anything my Attorney does under this Power of Attorney and be bound together with any person claiming through or under me, by anything my Attorney does in exercising power under Power of Attorney.

4. Terms in this Power of Attorney have the same meaning as given to them in this Product Disclosure Statement.

By lodging this Application Form, you also represent and warrant that you are in compliance with all laws of jurisdictions outside the Commonwealth of Australia relevant to this application.

The Trust Manager is required to comply with the anti-money laundering laws in force in a number of jurisdictions (including the Financial Transaction Reports Act 1988 (Cth)) and I/we must provide the Trust Manager with such additionally information or documentation as the Trust Manager may request or me/us from time to time to ensure its compliance with such requirements.

Should I/we fail to provide the Trust Manager with any such information or documentation as the Trust Manager may request of me/us, my/our application to the Trust may be refused, any Units I/we hold may be compulsorily withdrawn or redeemed immediately and you may incur costs or a loss on capital if the value of the Units is less than the original Issue Price, and any disposal request by me/us may be delayed or refused and the Manager will not be liable for any loss arising as a result thereof.

Officer - Corporate title (please tick)

Director Director

Secretary Secretary

If the applicant is a company this form must be signed by two directors (or one director and one secretary) unless the applicant has a sole director.

If the applicant has a sole director (who is also the sole secretary) that person must sign and write the word sole director beside his or her signature.

If the applicant is a company with a common seal, please attach common seal (if required) and witness the attaching of the common seal as required.

IF APPLICANT IS AN INDIVIDUAL(S):By

SIGN: DATE:

JOINT APPLICANT:By

SIGN: DATE:

or If Applicant is a Company:

By

Company name

SIGN: DATE: SIGN: DATE:

Name Name

AML/CTF CHECKLISTThe Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/CTF Act) requires additional identification information from Investors. This is to be provided by you or your financial adviser.

Please note that processing your application may be delayed where you, or your financial adviser, do not provide adequate identification documents.

Investors name

Date / /

Please provide us with requested identification information with your completed application form.

INDIVIDUAL

A.Please complete: full name, date of birth and residential address on application form and provide one of the verification documents from A or two verification from B as directed.

An Australian drivers licence containing a photograph of the person, An Australian passport,

An identification card issued by a state or territory that contains the date of birth and a photograph of the card holder,

A foreign government, United Nations, or United Nations agency issued passport or similar travel document containing a photograph and signature of the person. Where the document is not in English, it must be accompanied by an English translation prepared by an accredited translator.

B.A current or certified copy of the following:

An Australian birth certificate,

An Australian citizenship certificate,

A pension card or health card issued by Centrelink,

A foreign drivers licence that contains a photograph of the person. Where the document is not in English, it must be accompanied by an English translation prepared by an accredited translator,

A citizenship certificate issued by a foreign government. Where the document is not in English, it must be accompanied by an English translation prepared by an accredited translator,

A birth certificate issued by a foreign government, United Nations or United Nations Agency. Where the document is not in English, it must be accompanied by an English translation prepared by an accredited translator,

PLUS an original or certified copy of a notice:

Issued by the Commonwealth or state or territory within the preceding 12 months the records the provision of financial benefits,

Issued by the Australian Taxation Office within the preceding 12 months and records a debt payable to or by the person by or to the Commonwealth, or

Issued by a local government body or utilities provider within the preceding 3 months that records the provision of services to that address.

INDIVIDUAL ACTING IN THE CAPACITY OF A SOLE TRADERPlease complete: full name, date of birth, residential address, full business name (if any), principle place of business (if any) ABN (if any) on the application form and provide:

Current or certified copy of a business name search,

Verification documents required for an individual (listed above).

PARTNERSHIPPlease complete: full name, date of birth and residential address on application form and provide the requested verification documents for an

individual from either A or B for one partner.

A current partnership agreement,

Minutes of a partnership meeting.

Either copy must include:

The full name of the partnership;

The full business name (if any) of the partnership, as registered under any state or territory business name legislation;

The country in which the partnership was established;

The full name and residential address of each partner.

COMPANYPlease complete: full company name, ACN and registered office on the application form and provide:

A current or certified copy of a search of ASIC databases or the appropriate foreign registration body for foreign companies showing:

- The full name of the company;

- The ACN;

- The registered office address;

- The principle place of business;

- The names of each director (only if a proprietary/private company) and;

- The names and addresses of each individual who owns through one or more shareholdings more than 25% of the company’s issued capital (only provide if a proprietary company that is not licensed and is not subject to regulation).

TRUSTEEPlease complete: full name of trust, country of establishment and full business name of trustee (if any) on application form and provide:

1. for all trusts (including self-managed super-investments/wrap trusts/master trusts/IDPS) please provide the original trust deed or a certified copy or certified extract of the trust deed confirming:

full name of trust;

type of trust;

country where trust was established;

name of each beneficiary or details of each class of beneficiary. If the trust is a unit trust you will need to provide a certified extract of the trust register to confirm the name of each beneficiary.

If the trustee is an individual please also provide documentation required for individuals If the trustee is a company, please also provide documentation required for companies (listed above)

10.07.19 LL P2 (AUS) V1.9

Responsible Entity – Trust ManagerQuantum Funds Management LimitedACN 086-965-684 AFLL 237 301 815 Pacific Highway CHATSWOOD NSW 2067Telephone: (02) 8823 5222 1300 360 949Facsimile: (02) 8823 5281Email: info@quantumgroup.com.au

Mortgage ManagerQuantum Finances Pty LtdACN 069-485-641815 Pacific Highway CHATSWOOD NSW 2067Telephone: (02) 8823 5222 1300 360 949Facsimile: (02) 8823 5281Email: qf@quantumgroup.com.au

Independent AuditorMr John PascoePascoe WhittleLevel 8, 191 Clarence StreetSYDNEY NSW 2000Telephone: (02) 9299 2444Facsimile: (02) 9299 2423

SolicitorHWL EbsworthLevel 14, Australia Square264-278 George StreetSYDNEY NSW 2000Telephone: (02) 9334 8623Facsimile: 1300 369 656