Contents

Contact Details

Lanyon Asset Management Pty Limited

ABN 45 140 631 714

AFSL 342955

Level 12, 167 Macquarie Street

Sydney NSW 2000 Australia

Phone: +61 (0)2 8203 3800

Website: www.lanyonam.com

Issued by Trustees Australia Limited (ABN 42 010 653 862), AFS Licence 260033 Level 1, 41 Edward Street, Brisbane QLD

4000 p: (07) 3020 3020 f: (07) 3020 3081

1. About Trustees Australia

2. How the Fund works

3. Benefits of investing in the Fund

4. Risks of managed investment schemes

5. How we invest your money

6. Fees and costs

7. How managed investment schemes are taxed

8. How to apply

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This PDS is prepared in accordance with Subdivision 4.2C of Division 4 of Part 7.9 of the Corporations Regulations 2001. It is a summary of significant information and contains a

number of references to important information (each of which forms part of the PDS). You should consider the information in this PDS before making a decision about the Lanyon Australian Value Fund.

The information provided in this PDS is general information only and does not take account of your personal financial situation or needs. You should obtain financial advice tailored to your personal circumstances.

Important notice

Trustees Australia Limited (ABN 42 010 653 862), AFSL 260033 (Trustees Australia) is the Responsible Entity of the Lanyon Australian Value Fund ARSN 151 492 849 (the

Fund). Trustees Australia is the issuer of Units in the Fund and of this Product Disclosure Statement (PDS). This PDS is dated 23 March 2012.

Neither Trustees Australia nor its directors guarantees the performance or success of the Fund, the offer detailed in this PDS (Offer), the repayment of capital or any particular rate of capital or income return.

An electronic version of this PDS is available from http://www.lanyonam.com. A paper copy

of this PDS is available on request by telephoning (02) 8203 3800 or by email: contact@lanyonam.com. The Offer under this PDS is only available to persons receiving the PDS within Australia (including in electronic form). This PDS does not constitute an

offer or invitation in any place outside Australia. This PDS is not to be distributed in jurisdictions outside Australia.

Information contained in this PDS may change from time to time. If a change occurs a new PDS will be issued in accordance with the Corporations Act 2001 (Corporations Act).

This PDS contains important information but does not take into account your investment objectives, financial situation or particular needs. Accordingly, before you invest, you

should read this PDS carefully in its entirety and consider whether an investment in the Fund is appropriate to your objectives, financial situation and needs. Prospective investors should refer to Section 4 of this PDS and consider the risks associated with an investment in the Fund. You are encouraged to obtain appropriate legal, taxation and financial advice.

Trustees Australia has not authorised any person to give any information or to make any

representation in connection with this Offer that is not contained in this PDS. No such information or representation may be relied upon as having been given by Trustees Australia in connection with the Offer.

In this PDS, 'Trustees Australia', Responsible Entity, RE, „we‟, „us‟ or „our‟ refers to

Trustees Australia. Unless otherwise stated, all amounts in this PDS are quoted in Australian dollars. Any expression or term used in this PDS which is defined in the Fund's constitution (Constitution) has the same meaning in this PDS as is given to it in the

Constitution.

L A N Y O N A U S T R A L I A N V A L U E F U N D

P R O D U C T D I S C L O S U R E S T A T E M E N T ( P D S ) Issued 23 March 2012

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1. About Trustees Australia

1.1 Background on Trustees Australia

Trustees Australia (and related entities) has been an approved responsible entity for managed investment schemes since the legislation was first introduced into the Corporations Act in 2001. Prior to that time Trustees Australia acted as an approved "scheme manager" under the "prescribed interests" legislation, primarily managing its own products. In its responsible entity role, Trustees Australia has generally also taken on custodian and administration roles although in the future it intends to focus on providing custody and responsible entity services. Trustees Australia has held an APRA regulated superannuation trustee licence and in 2006 it became separately licensed by ASIC to act as a custodian.

Trustees Australia has been listed on the ASX since 1987 and currently provides services in custody and responsible entity activities for a growing range of wholesale and retail funds and individually managed accounts across equities, direct property and fixed interest assets. Because of its own prior history of being closely involved in the management of a range of investment assets and its close-knit, focused management team, Trustees Australia has the advantage of being able to remain flexible to customer requirements and is adaptable to changing market demands, while not being hampered by antiquated and expensive legacy technology. Trustees Australia is the Responsible Entity of the Fund and is the issuer of units in the Fund. It is also the issuer of this PDS.

1.2 Investment Manager

Lanyon Asset Management Pty Ltd (Lanyon) is an Australian based equities fund manager. Lanyon is a privately held firm, founded in 2010 and based in Sydney. Lanyon employs a deep-value investment approach and invests in traded securities of entities listed on the Australian Securities Exchange.

The Lanyon Australian Value Fund was launched on 1 July 2010 as a wholesale, unregistered scheme. The Fund became a retail, registered scheme on 7 July 2011. The Fund comprises a highly concentrated portfolio of stocks and does not reference the benchmark in selecting individual stocks or sector weightings.

Lanyon's investment process is based on long-established deep-value investment principles. Investments are made when Lanyon believes there is a sufficient margin on safety between price and Lanyon's view of intrinsic value. Typically, securities will be purchased at substantial discounts to the value of their tangible assets or on very low multiples of sustainable free cash flow, following an intensive research effort. Lanyon's focus is on managing funds for superannuation funds, government institutions, religious bodies, endowments, charities, families and individuals.

2. How the Fund works

2.1 The structure

The responsible entity of the Fund is Trustees Australia. The Fund is a registered managed investment scheme which is governed by a constitution which sets out the rights of Unitholders and the powers of the Responsible Entity.

A compliance plan for the Fund has been lodged with ASIC and must be audited annually. The Responsible Entity has established a compliance committee to monitor the operation of the Fund and the adequacy of the compliance plan.

An external custodian of the Fund's Assets has been appointed and MacKenzie Coultas Funds Administration Pty Limited is the Fund's administrator.

2.2 Interests in the Fund

The beneficial interest in the net assets of the Fund is divided into Units and every Unit confers on its holder an equal interest in the net assets of the Fund. A Unit does not confer any interest in any particular part of the net assets, but only such interest in the net assets as a whole as is conferred under the Constitution. All of the Units issued rank equally except as provided to the contrary in the Constitution. Investors acquire Units in the Fund.

2.3 Minimum Investment Amount

The Minimum Investment Amount is $25,000, or such other amount as is determined by the Responsible Entity and communicated to the Unitholders from time to time.

2.4 Acquiring and disposing of interests

You may acquire units in the Fund by completing the Application Form and providing it, and cleared funds, to MacKenzie Coultas Funds Administration at PO Box 244 Kent Town SA 5071. If the Application Form is accepted by the RE Units will be issued at the Application Price. The Application Price will be calculated weekly in accordance with the Constitution and the following formula:

Net Asset Value (NAV) + Transaction Costs Number of Units on issue

The number of units an investor receives will be calculated in accordance with the Constitution and the following formula:

N = S/AP

Where:

N is the number of Units to be issued (rounded down to the nearest integer);

S is the Subscription for Units; and

AP is the Application Price for Units.

Unitholders wishing to make a redemption can instruct the administrator in writing by sending the instructions to MacKenzie Coultas Funds Administration at PO Box 244 Kent Town SA 5071. You must include the number of Units or the amount you wish to redeem, and your payment instructions. The Redemption Price is calculated by dividing Net Asset Value less Transaction Costs by the number of Units on issue. You can make either a partial or full redemption. There is no minimum amount you must redeem, however, to keep your account open, a minimum balance of $25,000 must be maintained. If your redemption results in your holding being less than $25,000, you may be required to redeem your investment in full. Proceeds from a redemption will normally be available within 14 days of receipt of a request, in accordance with the Constitution. Redemption proceeds are also subject to clearance by your bank, building society or credit union.

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However, the Constitution specifies that a redemption request is to be satisfied only if the Fund is „liquid‟ as defined in the Corporations Act. Generally speaking this definition requires at least 80% of the Assets of the Fund to be realisable within the period set out in the Constitution for satisfying redemption requests. If the Fund becomes 'illiquid' redemption rights may be suspended until the Fund is no longer "illiquid".

Further, the Constitution specifies that the RE may in its sole discretion for a period of no more than 120 days, or such longer period as the RE considers reasonable, refuse to cause to be redeemed Units where such redemption within that period would result in the RE having insufficient funds or such redemptions would otherwise prejudice the interests of remaining investors.

The Redemption Price of Units will vary as the market value of Assets in the Fund rises or falls. In some circumstances, such as when there is a freeze on withdrawals, investors may not be able to withdraw their funds within the usual period upon request.

2.5 Distributions

The distributable income of the Fund will generally consist of capital gains, dividends (and in some cases interest or other trust distributions) received by the Fund less expenses of the Fund. Your distributions are paid to you after deducting fees. Please refer to section 6 of this PDS for further information on fees.

If you have not provided a TFN or exemption category, or if your application shows a country of residence other than Australia, the relevant amount of tax will be deducted from your distributions.

The Fund makes distributions at least annually following the end of June of each year, and if the RE determines, may provide half year distributions following the end of December. While the Constitution allows the Fund to take up to 60 days for payment it is anticipated that these distributions will be made approximately 30 business days after the end of the relevant period.

If you have nominated to reinvest your distributions, your new Units will be issued on the first day after the distribution period at the prevailing Application Price. If you have nominated to receive your distribution directly to your bank account and the transfer is unsuccessful on three occasions, those distributions will be reinvested in the Fund, and your future distribution method will be changed to reinvestment until you specify otherwise.

The RE may decide whether to permit or require you to reinvest some or all of any distribution to acquire Units. If the RE suspends the distribution reinvestment option, all subsequent distributions will be paid directly into your bank account until reinvestments recommence. If you have invested in this Fund through an IDPS, then all distributions and distribution statements relating to investments made via an IDPS will be provided to the operator of that service.

3. Benefits of investing in the

Fund

The significant features and benefits set out in this section are a summary only and you should read the whole PDS before deciding whether to complete the Application Form as it contains important information about this investment.

Lanyon Australian Value Fund

Fund facts

Investment strategy The Fund will primarily invest in securities of entities listed on the Australian Securities Exchange.

Benchmark S&P/ASX 300 Accumulation Index

Investment objective The objective of the Fund is to earn long term returns superior to the Benchmark.

Nature of investment return

It is intended investors will be able to access a combination of investment returns, income distributions (such as franked dividends) and capital gains, over the medium to long term.

Distribution reinvestment

Reinvestment is available.

Distribution

frequency Half yearly.

Redeeming your investment

You may apply to redeem your investment by providing notice in writing to the Responsible Entity. However, time and availability limitations may apply.

Cooling off You are generally entitled to a 14 day cooling off period.

Managed funds, such as the Fund, have certain advantages including:

your money is managed by investment professionals who have skills and experience that may not be possessed by all investors;

access to investment opportunities, markets and diversity that may not be accessible to all investors;

fund managers can often invest for lower cost than other investors.

4. Risks of managed

investment schemes

4.1 General

Before investing, you should consider whether the Fund is suitable for you given your investment objectives. An investment in the Fund should be considered long term. If you require further information regarding the potential risks of this investment, you should seek appropriate financial advice.

All investments carry risk and there are many factors that can impact on the performance of an investment. You should expect that the values of assets in which the Fund invests, and the level of income derived by the Fund, might fluctuate. Consequently, the value of your investment and the amount of any income entitlement distributed may rise or fall and you may suffer losses.

Different strategies may carry different levels of risk, depending on the assets that make up the strategy. Further, assets with the highest long term returns may also carry the highest level of short term risk.

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Although it is not possible to identify all the potential risks, this summary details some of the significant risks that you should be aware of when investing in the Fund.

4.2 Significant risks of the Fund

It is not possible to protect the value of your investment from all risks. However the Responsible Entity will maintain investment and management processes that are intended to help minimise some of the risks.

Please note that these risks may apply domestically or internationally, depending on whether any of the underlying investee companies have overseas operations or are affected by international factors.

Economic risk

The performance of the Fund can be affected by a range of economic factors including changes in interest rates, exchange rates, inflation, government policy (including monetary and taxation policy and other laws), fluctuations in general market prices for property, shares, bonds and other tradeable investments and the general state of the domestic and world conditions.

Market volatility

Investments in the Australian share market can be volatile and may be subject to large price fluctuations from time to time. As a result of fluctuations in the price of securities in which the Fund invests, the value of the Fund and the price of investor‟s Units in the Fund will change.

Security specific investment risk

There is a risk that investments chosen by the investment manager will not perform as well as others. Returns on investments may be adversely affected by changes in the underlying strength of cash flows, earnings and balance sheets of the entities in which the Fund invests. Factors which may cause this to happen include changes in company management, global events, competitor behaviour, currency movements and government policy.

Liquidity risk

Securities that are not actively traded may not be readily convertible into cash without some, and potentially significant, loss of capital. The Fund is not suited to investors who seek a short term investment, or who are adverse to unit price volatility, or who are unable to sustain a loss of investment capital.

Income risk

The level of income distributed to investors in the Fund can fall as well as rise, and the tax status of such income may also change.

Government and taxation policies

Any changes in government and taxation polices may affect the amount of distributions receivable by Unitholders, as well as the taxation treatment of those distributions in their hands.

Dependence on key personnel

The loss of key personnel of the RE or the investment manager or other key service providers may adversely affect the Fund's performance.

4.3 Significant risks of managed investment schemes generally

The value of and the returns from a managed investment scheme may vary, and future returns may differ from past returns. Further, returns are not guaranteed, and investors may lose some of their money.

There is always the risk that laws affecting managed investment schemes may change in the future, resulting in higher obligations imposed on the scheme.

However, the level of risk for each person will vary depending on a range of factors, including age, investment time frames, where other parts of the investor's wealth are invested and the investor's risk tolerance.

5. How we invest your

money

The RE only offers one investment option in the Fund and does not intend to offer any other investment options to investors. However, you should consider the likely investment return (discussed below), the risks of investing in the Fund and your investment timeframe before investing in the Fund.

The Fund aims to provide investors superior long term returns by investing in predictable, free cash-flow generative businesses that trade at a compelling discount to their intrinsic value. The Fund's objective is to earn term returns superior to the S&P/ASX300 Accumulation Index.

In general, this investment opportunity is only suitable for those seeking an investment with a significant exposure to Australian listed equities and the potential for high returns, but are prepared to hold their investment for at least 3 to 5 years due to the risk and volatility associated with listed equities investment in general.

The Fund makes its investments on the recommendation of the investment manager. The investment manager is responsible for the identification and assessment of securities that it believes (individually or in combination with other investments of the Fund) are suitable for meeting the requirements of the Fund‟s investment strategy.

The investment manager is then responsible for the ongoing monitoring and assessment of the performance of each investment in the portfolio.

The risks are discussed in section 4 of this PDS.

While the Fund intends to conduct itself in an ethical and sound manner, the investment strategy does not give additional weight to labour standards or environmental, social or ethical considerations when selecting, retaining or realising an investment of the Fund. However, neither the RE nor the investment manager holds a predetermined view of what constitutes a labour standard, or social, ethical or environmental consideration.

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6. Fees and costs

Under the Corporations Regulations, all product disclosure statements are required to include the standard consumer advisory warning as set out below. It is not specific to information on fees and costs in this Fund.

Consumer Advisory Warning

DID YOU KNOW?

Small differences in both investment performance

and fees and costs can have a substantial impact on

your long term returns.

For example, total annual fees and costs of 2% of

your fund balance rather than 1% could reduce your

final return by up to 20% over a 30 year period (for

example, reduce it from $100,000 to $80,000).

You should consider whether features such as

superior investment performance or the provision of

better member services justify higher fees and costs.

You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the Fund or your financial advisor.

TO FIND OUT MORE

If you would like to find out more, or see the impact of the fees based on your own circumstances, the Australian Securities and Investments Commission (ASIC) website (www.fido.asic.gov.au) has a managed investment fee calculator to help you check out different fee options.

6.1 Fees and other costs

This section and the table on Page 6 show fees and other costs that you may be charged. These fees and costs may be deducted from your money, from the returns on your investment or from the Fund Assets as a whole. Taxes are set out section 7 of this PDS. You should read all information about fees and costs as it is important to understand their impact on your investment. A summary of the fees are included in the following table.

The RE will pay all establishment and operating expenses of the Fund, other than Transactional Costs (such as brokerage and settlement costs) and government charges (such as stamp duty and GST charged on brokerage), from the management fee and without further charges to the Fund.

The information in the table on Page 6 of this PDS can be used to compare costs between different simple managed investment schemes.

Any fees and costs payable by an investor can be paid directly from the person's account or deducted from investment returns.

6.2 Example of annual fees and costs for this Fund

The following table gives an example of how the fees and costs for the Fund can affect your investment over a one year period. You should use this table to compare this product with other managed investment products.

Example Balance of $50,000 with a contribution of $5,000 during year

Contribution fees

Nil For every additional $5,000 you put in, you will incur no charge

Plus

Management costs

1.025%

p.a.1

And, for every $50,000 you

have in the Fund, you will be charged $512.50 each year

Equals Cost of Funds

If you had an investment of $50,000 at the beginning of the year and you put in an additional $5,000 during a

year, you would be charged fees of from $512.50 to $563.75.

The annual management fees are incurred progressively throughout the year, and for the purpose of this fee example the fee that will be charged will depend on when the additional investment was made.

1. This figure represents the Indirect Cost Ratio (ICR) of the Fund. The ICR is a measure of the estimated annual management costs that could be charged against the net assets of the Fund. THE ICR is calculated after GST and an allowance for reduced input tax credit (RITC) The example above assumes the Fund generates a return equal to the Benchmark and is therefore not entitled to a Performance Fee.

6.3 Advisor remuneration and commissions

The RE may pay brokerage or commission to those who are engaged to promote the Fund. Commission will only be paid to advisors who are authorised to operate under an Australian financial services licence or are otherwise permitted by law to receive such payments. The RE or investment manager may also pay ongoing service fees and/or performance fees from their resources.

Service fees may be paid under any sponsorship arrangements entered into with those engaged to promote the Fund. If such service fees are negotiated, these payments will be paid by the RE or investment manager from their own resources and will not be an additional cost to you.

6.4 Wholesale clients

Arrangements may be made with wholesale clients (as defined in the Corporations Act) on an individual basis, in relation to the charging, rebating or waiving of management fees in circumstances permitted by the Corporations Act or applicable relief granted by ASIC.

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Type of fee or cost Amount How and when paid

Fees when your money moves in or out of the Fund

Establishment Fee The fee to open your investment

Nil Not applicable

Contribution Fee 12

The fee on each amount contributed to your investment

Nil Not applicable

Withdrawal Fee 34

The fee on each amount you take out of your investment

Nil Not applicable

Termination Fee The fee to close your investment

Nil Not applicable

Management Costs

Annual Management Fee

The fees for managing your investment 5

1.0% p.a. (exclusive of GST) or 1.1% p.a. (inclusive of GST) of the total value of the

Assets of the Fund (from which the RE, the investment manager, the custodian and the administrator are paid)

The management fee is calculated and accrued weekly and is deducted from the

Fund within 14 days of the end of each month

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Performance Fee

The fee payable to the investment manager if the Fund outperforms the Benchmark

20% (exclusive of GST) or 22% (inclusive of GST) of the Fund's outperformance of the Benchmark.

Performance fees are subject to a “High Water Mark” whereby investors will only be liable for performance fees when the value of their holding (including any distributions) exceeds the previous highest 6 month-end level (after any distributions).

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The performance fee is calculated and accrued weekly and is deducted from the Fund within 14 days of the end of each 6 month period.

Reimbursements

Amounts that may be reimbursed to the RE under the Constitution

The aggregate of operational expenses and reimbursements calculated on an as-

incurred basis

Calculated monthly as incurred

Buy/Sell Spread

An adjustment in the unit price so that there is a difference between entry and exit price

0.25% (not subject to GST) No part of the Buy/Sell Spread is paid to the Investment Manager or RE. The amount is retained in the assets of the Fund to protect ongoing investors from transaction activity driven by applications and redemptions.

Service fees

Investment switching fee The fee for changing investment options

Nil Not applicable

1. The Constitution allows the RE to receive a maximum contribution fee of up to 2.5% of the Application Price. However, the RE has elected to

not charge contribution fees at this time.

2. When you acquire Units in the Fund, the RE's estimate of transaction costs is incorporated in the Application Price.

3. The Constitution allows the RE to receive a maximum withdrawal fee of up to 2.5% of the Redemption Price. However, the RE has elected to

not charge withdrawal fees at this time.

4. When you redeem Units in the Fund, the RE's estimate of transaction costs is incorporated in the Redemption Price.

5. This fee includes an amount payable to an adviser. Please refer to section 6.3.

6. Arrangements may be made on an individual basis with wholesale clients in relation to the charging, rebating or waiving of management fees.

Please refer to section 6.4.

7. The RE can elect whether the performance fee is paid in cash or in units in the Fund.

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6.5 Fee changes and waivers

While the Constitution provides the discretion of the RE to charge fees up to a maximum defined threshold that may differ from the fees stated in this PDS, it is not our intention to exercise our discretion to do so. However if fees were to increase, this would be communicated to investors in writing at least 30 days prior to any proposed change. This would allow enough time for investors to withdraw if they wish. Furthermore, although not intended, the RE and/or the investment manager may elect to waive or defer the payment of fees. Any deferred fees are payable on the removal of the RE or investment manager as appropriate.

6.6 More information

If you would like to find out more, or see the impact of the fees based on your own circumstances, ASIC's website (www.fido.asic.gov.au) has a managed investment fee calculator that can be used to calculate the effect of fees and costs on account balances.

7. How managed

investment schemes are

taxed

Investing in a registered managed investment scheme is likely to have tax consequences. Prospective and current investors are advised to obtain advice from their professional tax advisors so as to take full account of their individual circumstances.

7.1 Tax position of the Fund

Based on Australian taxation laws at the date of this PDS, no Australian tax will be payable by the Fund provided that the RE distributes all distributable income of the relevant Fund to investors in full for each year of income. It is the RE's intention to make such distributions. As such, neither the Fund nor the RE pays any tax on your behalf.

7.2 Tax on income

Fund distributions should generally be included as part of an investor‟s assessable income in the year in which the entitlement arises. This assessable income includes income and capital gains that an investor is entitled to but has not yet received. Unitholders are assessed for tax on any income and capital gains generated by the Fund.

However, as the taxation treatment of distributions depends on each investor's individual circumstances, they should consult their taxation adviser.

Investors should note that the price of a Unit will fall by the amount of any distribution (per unit) immediately after the distribution is made. Accordingly, where an investor invests just prior to a distribution date, then that distribution effectively represents a return of the investor‟s investment. Depending on the particular investor‟s circumstances, this may have certain tax implications and we recommend that investors consult their taxation adviser.

8. How to apply

8.1 How to invest in the Fund

The Application Price is calculated weekly. Accordingly, investors wishing to apply must do so on the Application Form which can be obtained by on the Application Form which can be obtained by telephoning (02) 8203 3800 or by

email: contact@lanyonam.com. You can make investments in the Fund by:

1. Cheque:Send your completed Application Form and cheque crossed 'Not Negotiable' and made payable to 'Australian Executor Trustees Limited ACF Lanyon Australian Value Fund Applications Account' to MacKenzie Coultas Funds Administration at PO Box 244 Kent Town SA 5071 (Administrator). Please clip or pin your cheque to the Application Form – do not use staples;

2. Electronic funds transfer: Send your completed Application Form to the Administrator and transfer the initial deposit into the account specified on the Application Form. Where completed Application Forms and deposit are received by the Administrator before 2.30pm (AEST) on a Wednesday, you will start earning distribution returns from that day. Where received by the Administrator after 2.30pm (AEST) on a Wednesday, you may not start earning distribution returns until the next week.

However, your application may be accepted or rejected in part or in full at the absolute discretion of the RE.

You must enter the full name(s) and title(s) of all legal entities that are to be recorded as the registered holders. Please note that each individual in a joint holding must be specified. The name of a beneficiary or any other non registrable name (e.g. superannuation fund name) may be included as an account name if completed as detailed in the table below.

You may enter the TFN exemption code or ABN (if applicable) for each applicant. Collection of TFNs is authorised by taxation laws. It is not compulsory to provide your TFN. However, if you do not do so, tax may be deducted from your quarterly distributions at the highest marginal tax rate plus levies.

If you wish to have your distributions reinvested into the Fund, you need to mark the appropriate box with a cross. Alternatively, if you wish to receive your distribution, you must provide details of your Australian Bank, Credit Union or Building Society account. If you do not provide account details, your distributions will be reinvested until such time as you provide these details.

If you are applying in joint names, all applicants must sign the Application Form. If you are executing the form under a power of attorney, you must attach a certified copy of the power. If you are applying in a company name, you must execute the form in accordance with the company‟s constitution and the Corporations Act.

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8.2 Cooling off

As the Fund is „liquid‟ as defined in the Corporations Act, you are entitled to a 14 day cooling-off period during which you have the right to cancel your investment and have your investment repaid to you. The cooling–off period begins on the earlier of the time when your investment is confirmed or the end of the fifth day after the Units are issued to you.

The amount that is repaid to you will be adjusted to take into account any reasonable transaction and administration costs (other than commissions) and any increase or decrease in the value of the investment. Your right to be repaid during the cooling off period does not apply if you exercise any rights as an investor, you are a wholesale client (as defined in the Corporations Act) or you invest in the Fund via an IDPS.

If you wish to have your investment repaid during the cooling off period, please write to the Administrator.

8.3 Complaints procedure

The RE has appointed the Administrator to act on its behalf in relation to any complaints made by investors. All oral and written complaints received by the Administrator will be referred to the complaints officer unless the complaint is against him or he is unable to act in which case the complaint will be referred to a senior officer of the RE. Written complaints should be forwarded to the Administrator at PO Box 244 Kent Town SA 5071.

The complaints officer will be responsible for ensuring all complaints are to be properly considered and dealt with within 14 days of receipt of the complaint and the complainant will be informed that the complaint is being investigated and a resolution will be sought within this time-frame. The complaints officer will then communicate to the complainant as soon as practicable and in any event not more than 45 days after receipt by the Administrator of the complaint.

If you are not satisfied with the response, you can refer your complaint to an external complaints handling body that provides an independent assessment of your compliant, such as the Financial Ombudsman Service Limited (FOS), GPO Box 3, Melbourne VIC 3001, telephone: 1300 78 08 08, webpage:http://www.fos.org.au.

8.4 Continuous disclosure and interim reports

If 100 or more people hold Units, the Fund will be a disclosing entity under the Corporations Act. As a disclosing entity, the Fund is subject to regular reporting and disclosure obligations which require lodgement of annual and half yearly reports and continuous disclosure notices. All of this information may be obtained from or inspected at any ASIC office. You may also request copies of this information free of charge by contacting the RE.

8.5 Consents and declaration of interest

Lanyon Asset Management Pty Ltd (Lanyon) and MacKenzie Coultas Funds Administration Pty Limited (MacKenzie Coultas) have given their consent to be named as the investment manager and administrator respectively in this PDS and have not withdrawn this consent before the date of this PDS.

Lanyon further consents to the statements made about it in this PDS in the form and context in which they appear and has not withdrawn this consent before the date of this PDS. MacKenzie Coultas does not make, or purport to make, any statement in this PDS and are not aware of any statement in this PDS which purports to be based on a statement made by any of them.

Application Form Lanyon Asset Management Pty Limited I ABN 45 140 631 714 | AFSL 342955

This Application Form forms part of the Product Disclosure Statement (PDS) relating to units in the Lanyon Australian Value Fund (the Fund). The PDS dated 23 March 2012 contains information about investing in the Fund. You should read that document before applying for units in the Fund.

How to complete this Form

Investor Type – Please select investor type below then complete the indicated sections.

Individuals / Joint Applicants Complete Section 1 Part A Then complete Sections 2 to 6

Trust / Superannuation Fund Individual as Trustee Complete Section 1 Part A &B Then complete Sections 2 to 6

Trust / Superannuation Fund Company as Trustee Complete Section 1 Part B & C Then complete Sections 2 to 6

Company Complete Section 1 Part C Then complete Sections 2 to 6

Partnership Complete Section 1 Part D Then complete Sections 2 to 6

Please mail the completed form to the address show on the last page.

Section 1 – Investor Details

Part A – Individual Applicants (including Joint applicants)

Investor 1 Title Mr / Mrs / Ms / Dr / Other Date of Birth

Given Names

Surname

TFN or reason for exemption

Country of Residence for tax purposes (if not Australia)

Investor 2 Title Mr / Mrs / Ms / Dr / Other Date of Birth

Given Names

Surname

TFN or reason for exemption

Country of Residence for tax purposes (if not Australia)

Part B – Trust / Superannuation Fund Name of Trust / Superannuation Fund and ARSN (if applicable)

ABN or TFN or reason for exemption

Country of residence for tax purposes (if not Australia)

Address of Principal place of business in Australia (Not a PO Box)

Suburb

State Postcode

Phone Number (Work)

Phone Number (Mobile / Home)

Fax Number

Email Address

Name of Trustee

Type of Trust (Please tick one of the following options)

Managed Fund Superannuation Fund

Regulated Other, state:

Country of Trust establishment

Beneficiary 1 (Name)

Beneficiary 2 (Name)

Please Note: (i) if Trustee is a company please also complete Section 1 Part C of this form.

Section 1 continued – Investor Details

Part C – Company Applicants (Australian only – please contact Lanyon for foreign companies)

Company Name (As registered by ASIC)

TFN or ABN or reason for exemption

ACN / ARBN

Company Type Private Public

If Private Company, name of each director

1, Name: 2. Name:

3. Name: 4. Name:

If Private Company, shareholder details of beneficial ownership: (i.e. Own 25% or more of issued capital through share holdings)

1. Shareholder Name: Ownership (%):

2. Shareholder Name: Ownership (%):

3. Shareholder Name: Ownership (%):

Address Details

Address of Registered Office (Not a PO Box)

Suburb

State Postcode

Phone Number (Work)

Phone Number (Mobile / Home)

Fax Number

Email Address

If address of Principal place of Business is different from Registered Office please provide below:

Address of Registered Office (Not a PO Box)

Suburb

State Postcode

Part D – Partnership

Name of Partnership

ABN or TFN or reason for exemption

Country of residence for tax purposes (if not Australia)

Address of Principal place of business in Australia (Not a PO Box)

Suburb

State Postcode

Phone Number (Work)

Phone Number (Mobile / Home)

Fax Number

Email Address

Is Partnership registered with a professional association?

Yes – please provide details of association (Name and address)

No – please provide name and address of all partners below

Country in which the Partnership was formed

Full name of Partner 1

Full name of Partner 2

Section 2 – Investor Contact Details(To be completed by all Applicants)

Name

Address (Postal)

Suburb

State Postcode

Phone Number (Work)

Phone Number (Mobile / Home)

Fax Number

Email Address

Preferred method of correspondence Post Email

Section 3 – Investment Amount and Investment Distribution Options(To be completed by all Applicants)

Amount you wish to invest $

The default treatment of distributions is to reinvest them in additional units. If you do not wish to reinvest your distributions in additional units we can pay all or part of your distributions to the bank account nominated in Section 4. (Please insert %. Note: must total 100%)

Reinvest %

Bank Account %

Total 100%

Payment Method

Please advise your payment method of the application monies:

By electronic funds transfer. Banking / account details:

Bank Name National Australia Bank

Bank Address 101-103 Pitt Street, Sydney, NSW, 2000

Account Name AETL ACF Lanyon Australian Value Fund - Applications Account

BSB Number 082 067 Account Number 16-906-9791

By cheque. Please note cheques should be made payable to “AETL acf<Lanyon Australian Value Fund> - Application Account” and crossed “not negotiable” and posted to the administrator at :

MacKenzie Coultas Funds Administration

PO Box 244

Kent Town SA 5071 Australia

Section 4 – Banking details (for distribution and redemptions)(To be completed by all Applicants)

Bank Name

Bank Address

Account Name

BSB Number

Account Number

Section 5 – Applicant(s) Identification (To be completed by all Applicants)

In order to comply with the Anti-Money Laundering and Counter Terrorism Financing Act 2006, Lanyon Asset Management Pty Limited is obligated to collect and verify client information.

Accordingly, original certified copies of the following documents are required, depending on your application type.

Individual / Joint Applicants: (i) Australian Driver’s Licence or Australian Passport for each Investor

Company: (i) Australian Driver’s Licence or Australian Passport for each beneficial owner and at least two Directors of the company, plus

(ii) A copy or extract of the company’s incorporation, constitution or a company document showing the full name of the company and ACN number, e.g. ASIC Certification or Registration.

Partnership: (i) Australian Driver’s Licence or Australian Passport for each Partner, plus

(ii) One of the following documents:

a copy of or extract of the partnership agreement, or

a copy of or extract of minutes of a partnership meeting,

both showing the full name of the partnership, the partner’s names and signatures.

Trust / Superannuation Fund

Trustee is a Company

(i) Australian Driver’s Licence or Australian Passport for each Director of the Company, plus

(ii) A copy or extract of the company’s incorporation, constitution or a company document showing the full name of the company and ACN number, e.g. ASIC Certification of Registration, plus

(iii) A copy or extract of your Trust Deed showing the name of the trust, the trustee’s names and signatures.

Trust / Superannuation Fund

Trustee is an Individual

(i) Australian Driver’s Licence or Australian Passport for each Trustee, plus

(ii) A copy or extract of your Trust Deed showing the name of the trust, the trustee’s names and signatures

Please refer to Notes 3 and 4 on Page 18 of this document for the certification format required together with a list of persons who are authorised to certify documentation.

Personal Identification Information Please indicate in relation to your application type Please indicate in relation to your application type Please indicate in relation to your application type

Individual Investor No. 1 Individual Investor No. 2 Individual Investor No. 3

Director No.1 Director No.2 Director No.3

Company Beneficial Owner No.1 Company Beneficial Owner No.2 Company Beneficial Owner No.3

Partner No.1 Partner No.2 Partner No.3

Trustee No.1 Trustee No.2 Trustee No.3

Title

Given Name(s) in full

Surname

Date of Birth

Residential Address

Type of Personal Identification provided / attached

Driver’s Licence Driver’s Licence Driver’s Licence

Passport Passport Passport

Please complete and attach an original certified copy of one of the following, relevant to your application type.

Documents Attached

Company ASIC Certification of Registration Partnership Agreement (copy or extract)

Partnership Minutes of Meeting (copy of extract) Trust Deed (copy or extract)

Section 6 – Declaration and Signature(s)(To be completed by all Applicants)

I/We declare that:

1. If I/we have received this PDS from the Internet or by other electronic means, I/we declare that I/we have received it personally, or a printout of it, accompanied by or attached to the Application Form before making an application of Units in the Lanyon Australian Value Fund;

2. In the case of joint applications, the joint applicants agree that unless otherwise expressly indicated on this Application Form, the Units will be held as joint tenants and either investor will be able to operate the account and bind the other investor for future transactions, including additional deposits and withdrawals, including withdrawals by phone, fax and internet;

3. If this Application is signed under power of attorney, the attorney declares that he/she has not received notice of revocation of that power (a certified copy of the power of attorney should be submitted with this Application unless the Manager has already sighted it);

4. Sole signatories signing on behalf of a company confirm that they are signing as sole director and sole secretary of the company;

5. If investing as trustee, on behalf of a superannuation fund or trust, I/we confirm that I/we am/are acting in accordance with my/our designated powers of authority under the trust deed. In the case of superannuation funds, I/we also confirm that it is a complying fund under the Superannuation Industry (Superannuation) Act 1993;

6. I/we apply for Units to the total value of the amount specified in the Application Form or such lesser number as may be allocated by Lanyon Asset Management Pty Limited;

7. I/we agree to be bound by the terms and conditions set out in the Constitution of the Lanyon Australian Value Fund dated 1 July 2011 (and as amended from time to time).

8. I/we acknowledge that:

a) Lanyon Asset Management Pty Limited does not guarantee the repayment of capital or the performance of the Fund or any particular rate of return from the Fund;

b) Lanyon Asset Management Pty Limited reserves the right not to accept any application in its absolute discretion;

c) if my application monies are dishonoured, Lanyon Asset Management Pty Limited will not process my application and will notify me;

d) I/we have read the information on privacy and personal information contained in the PDS and consent to my personal information being used and disclosed as set out in the PDS; and

e) any monies that clear after the relevant application date will be held in a non-interest bearing account and invested in the Lanyon Australian Value Fund on the next application date or may be returned to me; and

9. I/we authorise Lanyon Asset Management Pty Ltd to complete or amend this Application Form where necessary to correct any errors or omissions.

Name of applicant Signature of applicant Date

Capacity (if applicable) Director Secretary Trustee / Partner Authorised Signatory

Name of applicant Signature of applicant Date

Capacity (if applicable) Director Secretary Trustee / Partner Authorised Signatory

Name of applicant Signature of applicant Date

Capacity (if applicable) Director Secretary Trustee / Partner Authorised Signatory

Note: Joint applicants must both sign. Company applications must be signed by two Directors, a Director and a Secretary or a Sole Director.

Section 7– Adviser and Dealer Group Details(For Adviser and Dealer Groups Only)

Dealer Group Name

Dealer Group Address

State Postcode

Dealer Group AFSL

Phone Fax

Adviser Firm Name

Adviser Name

Adviser Phone

Adviser Address

State Postcode

Adviser Email Address

Adviser Notifications

If you wish to be emailed copies of your client’s transaction, distribution and tax statements

please tick this box

Please ensure you have inserted you email address in the box provided above.

Adviser Stamp

□

Investor Identification

The Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/CTF Act) requires additional identification information from investors.

Existing Investors If you are an existing investor and you have already provided the required identification documentation you do not need to re-supply it with this Application Form.

New Investors If you are a financial adviser please ensure that you complete Parts 8 and 19 and, if applicable, provide CERTIFIED COPIES of the identification documentation specified in Part 5.

If you are an investor who is NOT using a financial adviser you do not need to complete Section 8 and Section 9 but will need to provide CERTIFIED COPIES of the identification

documentation specified in Part 5.

Section 8 – Record of Identification Procedure (For Financial Adviser Use Only)

My Client’s Investor Identification Documentation is:

Not Attached

By signing Section 9 below, I declare that I have completed the AML/CTF identification and verification for this applicant as required by the AML/CTF Act and AML/CTF Rules and I am satisfied that the identity of the applicant is as stated on this Application Form. I have retained a copy of the identification documents obtained and a record of the procedure undertaken to verify the identity of the applicant and I agree to provide a copy of this information upon request to support this declaration.

Attached

Please provide with this application CERTIFIED COPIES of the identification documentation specified in Section 10.

Section 9 – Financial Adviser Details – Identification and Verification Conducted by:

Financial Advisers Name

Phone

AFS Licensee Name

AFS Licensee Number

Signature

X

Date dd/mm/yyyy

Notes:

1. Anti-Money Laundering

The Anti-Money Laundering and Counter-Terrorism Financing Act 2006 requires Lanyon Asset Management Pty Limited to adopt and maintain an anti-money laundering and counter-terrorism financing (AML/CTF) compliance program. An integral part of the AML/CTF compliance program is the legal requirement for Lanyon Asset M anagement Pty Limited to know its customers. To meet this legal requirement certain identification information, including in some cases documentation, will need to be collected from all investors making applications after [date]. Applications made without providing this information cannot be processed until all the necessary information has been provided. The AML/CTF compliance program will also include ongoing customer due diligence, which may require Lanyon Asset Management Pty Limited to collect further information

2. Additional information required under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006

Under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (the AML/CTF Act) we are required to collect additional information about you. We may also ask you to provide us with certified copies of certain identification documents. We are prohibited under the AML/CTF Act from processing your application unless we have received all the information and documentation that we have asked you to provide. While the questions asked within this form will in most cases capture all the additional information required under the AML/CTF Act, there may be circumstances where we will be required to ask you to provide further information. If this is the case we will contact you to let you know. It may also be necessary for us to collect information (including sensitive information) about you from third parties, to meet our obligations under the AML/CTF Act.

3. An original certified copy means a document or an extract of a document that has been certified as a true copy of an original document or a true copy of an extract of an original document. The fol lowing format is to be used when certifying documents. If the document consists of more than one page, each page must be certified. The person must sight both the original and the copy and certify that they are identical as set out below:

I certify that this is a true copy of the original, which I have sighted,

[Signature]

[Date]

[Print full name]

[Qualification for Certifying Documents]Refer Point 4 below

4. The following persons are authorised to certify documents :

a) A person who is enrolled on a roll of the Supreme Court of a State or Territory, or the High Court of Australia, as a legal practitioner (however described).

b) A judge or a court.

c) A magistrate.

d) A chief executive officer of a Commonwealth court.

e) A registrar or deputy registrar of a court.

f) A Justice of the Peace.

g) A notary public (for the purposes of the Statutory Declarations Regulations 1993).

h) A police officer.

i) An agent of the Australian Postal Corporation who is charge of an office supplying postal services to the public.

j) A permanent employee of the Australian Postal Corporation with two or more years of continuous service who is employed in an office supplying postal services to the public.

k) An Australian consular officer or an Australian diplomatic officer (within the meaning of the Consular Fees Act 1955).

l) An officer with two or more continuous years of service with one or more financial institutions (for the purposes of the Statutory Declaration Regulations 1993).

m) A finance company officer with two or more continuous years of service with one or more finance companies (for the purposes of the Statutory Declaration Regulations 1993).

n) An officer with, or authorised representative of, a holder of an Australian financial services licence, having two or more continuous years of service with one or more licensees.

o) A member of the Institute of Chartered Accountants in Australia, CPA Australia or the National Institute of Accountants with two or more years of continuous membership.

5. Mailing address for completed form:

Lanyon Australian Value Fund

MacKenzie Coultas Funds Administration

PO Box 244

Kent Town SA 5071 Australia