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Everest Babcock & Brown Income Fund: 

Everest Babcock andamp; Brown Income Fund June 2006 The offer of units in the Fund will only be made in the Information Memorandum (IM) for the Fund. This document only contains indicative terms of the offer. Investors should read the final IM, and in particular the risks section therein, before deciding to invest. None of Everest Capital, Babcock andamp; Brown nor any of their associates/affiliates nor any of the directors of any of those entities, guarantee investors the return of their capital invested nor any income or rate of return in respect of their investment.

Contents: 

Contents Executive summary Investment process Seed asset overview Key investment risks Fund structure Contact details Appendices

Executive Summary: 

Executive Summary The Fund will seek to provide an attractive 10% plus yield to investors by making semi-annual distributions funded from income received on investments To invest in a unique portfolio of high yielding, reasonably predictable, income producing investments and securities with moderate internal leverage (50% LVR) Investments will be predominantly sourced from, but not limited to Babcock andamp; Brown deal flow Everest Capital’s managed funds have successful track records (refer to Appendix). Current assets under management are $1.73 billion Significant emphasis on preservation of capital, integrity of underlying investments and focus on limiting market correlation The Principals of Everest Capital have committed to investments of at least $10 million in the Fund. The Principals of Everest Capital are among the largest investors in other Everest funds. Investment Objective Investment Strategy Deal Flow Track Record Risk Management Alignment of Interests

Potential Investments: 

Potential Investments Investments will typically be structured as loans, with a component of cash interest, some deferred interest and principal repayable on maturity Transactions may also include an equity component – eg convertible into ordinary equity or options that attach to a loan

Rationale for Subordinated Debt: 

Rationale for Subordinated Debt Assume asset bought for $100 million with earnings of $12.5 million1 Notes: 1 Simplified, pre tax

Investment Process: 

Investment Process Accessing Babcock andamp; Brown deal flow and other non-Babcock andamp; Brown opportunities Proactive deal sourcing Invest in quality companies or assets Disciplined credit approach Portfolio diversification Investment committee Ongoing monitoring and risk management

Seed Asset Overview: 

Seed Asset Overview Babcock andamp; Brown Power Securities Security type: Convertible redeemable notes Income Return: Total return of 12% pa: 7.5% pa paid quarterly, 4.5% pa accrued until either conversion into securities or redemption. Synopsis: Babcock andamp; Brown and its related entities, including Babcock andamp; Brown Power Pty Ltd (BBPPL), have interests in a number of power generation assets in both Australian and overseas markets. Set out in the table below is a summary of some of the assets that BBPPL currently owns. BBPPL is also actively considering the acquisition of other power generation assets.

Seed Asset Overview: 

Seed Asset Overview Babcock andamp; Brown Transactions Ltd Security type: Sub-participation in an unsecured loan Income Return: 11% pa, paid quarterly Synopsis: The Fund will enter into a sub-participation agreement with Babcock andamp; Brown Transactions Pty Limited (BBTPL) whereby the Fund participates in a loan advanced by BBTPL. The sub-participation agreement has the effect of passing through all of the material risk and rewards associated with the loan advanced by BBTPL. The loan participation relates to a loan made to a large unlisted property owning entity.

Seed Asset Overview: 

Seed Asset Overview Babcock andamp; Brown Wholesale Fund Security type: Subscription agreement relating to convertible notes Income Return: 10% pa Synopsis: Investment in an unlisted Babcock andamp; Brown group trust which has investments in structured finance and operating lease assets originated and identified by Babcock andamp; Brown. Babcock andamp; Brown owns, manages and advises on structured finance and operating lease assets around the globe. This experience dates back to the inception of Babcock andamp; Brown in 1977 and Babcock andamp; Brown has a long track record of delivering attractive returns to its investors. Everest believes this investment will provide the Fund with access to Babcock andamp; Brown’s expertise and global network for the origination, investment and management of structured finance and operating leasing assets via a dedicated fund.

Seed Asset Overview: 

Seed Asset Overview Babcock andamp; Brown WA Rail Trust (BB Rail) Security type: Subordinated debt (both senior and junior subordinated debt) Income Return: 10.25% pa, paid quarterly Synopsis: BB Rail is a trust established by Babcock andamp; Brown to acquire 100% of the Western Australian ‘below rail’ assets of Australian Rail Group (ARG) for A$853.5 million plus transaction costs and provisions. ARG is currently one of Australia’s largest private rail operators, operating mainly throughout Western Australia and South Australia. ARG operates a ‘below rail’ business which leases track from the Western Australian (approximately 5,300 km) government under long term leases (expiring in 49 years) and provides access to that track to railway operators and end customers. The assets represent an attractive investment in a strategic and essential monopoly rail infrastructure asset.

Key Investment Risks: 

Key Investment Risks Please refer to Section 9 of the Information Memorandum for a fuller explanation of Risk Factors

Leverage and Foreign Exchange: 

Leverage and Foreign Exchange Leverage facility terms (indicative) – non-recourse beyond initial investment Target leverage ratio of 50% ie 1:1 gearing Favourable indicative interest rate Foreign exchange Portfolio investments and the leverage facility will be denominated in AUD FX exposures will be hedged into AUD on a rolling basis

Fee Structure: 

Fee Structure Notes: 1 Accrues monthly, payable quarterly in arrears to Everest Capital and is calculated on the Total Asset Value of the Fund referable to the relevant Unit Class Called capital must increase by 10% for each calculation period on an annualised basis, net of all fees and adjusted for distributions and capital flows, before any performance fees are payable Also payable if an investor wishes to redeem outside the terms set out in the Information Memorandum Payable to approved distributors by the client based on amount invested in the Fund

Summary of Terms: 

Summary of Terms Notes: 1 Subject to investors being a wholesale investor within the meaning of Section 761G of the Corporations Act 2001 (Cth)

Indicative Timetable1: 

Indicative Timetable1 Notes: 1 Everest Capital retains the right to vary the Offer size, determine allocations in its absolute discretion and to close the Offer early without prior notice

Contact Details: 

Contact Details

Contents: 

Contents Executive summary Investment process Seed asset overview Key investment risks Fund structure Contact details Appendices

Everest Capital – Investment Manager of the Fund: 

Everest Capital – Investment Manager of the Fund Everest Capital1 is one of the largest Australian based investors in absolute return funds Established by Jeremy Reid and Steven Eckowitz (Principals) in February 2000 Principals are long term investors in absolute return funds and income producing securities Formed to attract experienced and talented investment professionals and institutionalise the research, investment and risk management process Extended services to other wealthy families $1.73 billion2 in assets under management Principals remain largest investors in existing Everest Capital managed funds, in excess of $100 million invested Experienced management team with ‘in house’ research and investment capabilities: Executive Chairman, David Kent; Managing Director, Jeremy Reid Seven investment professionals focussed on portfolio construction, manager and risk analysis Chief Investment Officer, John Peterson; Head of Research, Steve McKenna Dedicated Portfolio Manager; Will Peterson, ex-ABN AMRO Director of Structured Credit Nine people focussed on administration and operations Chief Financial Officer, Brian O’Sullivan Notes: For more information, please visit www.everest.com.au. Everest Capital Limited is not associated or affiliated with Bermuda based Everest Capital Limited As at 30 April 2006

Babcock & Brown: 

Babcock andamp; Brown Global investment and advisory firm founded in 1977 Listed on the Australian Stock Exchange (BNB), with a market capitalisation of approximately $6.6 billion1 Operates from 21 offices across Australia, the United States, Europe, Asia and Africa In excess of 740 employees worldwide For more information, please visit www.babcockbrown.com Notes: 1 As at 30 May 2006

Historic Performance to 30 April 2006: 

Historic Performance to 30 April 2006 Past performance is not a reliable indicator of future performance. Return data is supplied by investment managers and may be unaudited. Performance history is based on the relevant fund and where applicable the most appropriate predecessor fund Notes: 1 Prior to any fees, expenses and leverage – net of underlying investment managers’ fees 2 Index return calculated in US$ prior to any multi-manager fees but net of underlying investment managers’ fees

Everest Capital Senior Management: 

Everest Capital Senior Management

Everest Capital Board: 

Everest Capital Board

Everest Capital Board (continued): 

Everest Capital Board (continued)

Disclaimer: 

Disclaimer The information contained in this document is given by Everest Capital Limited (ABN 86 092 753 252; AFSL 225 102) (Everest Capital) as manager of the Everest Babcock andamp; Brown Income Fund (EBBIF). This document does not constitute an offer or invitation to purchase or subscribe for these or any other security and neither this document nor anything contained in it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. You should consult the Information Memorandum. In bringing this investment opportunity to you, we have not taken into account your personal investment objectives, financial situation and needs. We strongly recommend you assess whether this investment is appropriate to your personal investment objectives, financial situation and needs including financial and taxation needs. Any financial product advice given in this document is of a general nature only. General financial product advice given in relation to EBBIF in this document is given by Everest Capital. This document has been prepared for distribution to wholesale investors as defined in the Corporations Action (Cth) 2001 in Australia only and it is provided for information purposes only. This document and its contents must not be reproduced, distributed or disclosed to any third party. By accepting this document you agree to be bound by this restriction and represent that you are the type of person referred to above. The securities offered in this document have not been, nor will be, registered under the US Securities Act. The offer to invest will be made in, or accompanied by, a copy of the Information Memorandum. Anyone wishing to invest will need to complete the application form that will be in or will accompany the Information Memorandum. Reliance should not be placed on information or opinions contained in this document. To the fullest extent permitted by law, Everest Capital, Babcock andamp; Brown and their affiliates and related bodies corporate, and their respective officers, directors, employees and agents, accept no responsibility for any information provided in this document, including any forward looking information, and disclaim any liability whatsoever (including for negligence) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. Babcock andamp; Brown is not responsible for the contents of this document and is not involved in the investment management, management or operations of Everest Capital. Babcock andamp; Brown has not undertaken any due diligence in relation to this Fund and does not guarantee any returns or performance. References herein to Babcock andamp; Brown include its affiliates and related bodies corporate and their respective officers, directors, employees and agents. This document contains information, including financial information, which is incomplete and is subject to further change. The financial information has not yet been reviewed or confirmed by an independent accountant and should not be relied upon. Past performance figures are not a reliable indicator of future performance. Please be aware that the investment program of EBBIF is leveraged and is speculative and entails substantial risk. There can be no assurance that the EBBIF’s investment objectives will be adhered to or that its investment program will be successful. Investors should consider any investment in EBBIF as a supplement to an overall investment program and should invest only if they are willing to undertake the risks involved. Investors could lose some or all of their investment in EBBIF. Everest Capital is not able to give, and does not provide, any tax advice and accordingly, investors should obtain independent advice from an accountant and/or lawyer in making any decision based on the tax treatment of investments in EBBIF. As this offer is limited, if you wish to receive a copy of the Information Memorandum, please contact Claire Milson at Everest Capital on 02-9327-0950 or at cmilson@everest.com.au Everest Capital is not associated or affiliated with the Bermuda based Everest Capital Limited.