Wellington Management Portfolios (Australia)

Supplementary Product Disclosure Statement Global Value Equity Portfolio ARSN 133 267 035 APIR Code MAQ0630AU

Dated: 10 May 2010 This Supplement, dated 10 May 2010, is supplemental to the Product Disclosure Statement for the Wellington Management Portfolios (Australia) Global Value Equity Portfolio (the “Fund”) dated 10 August 2009. This document should be read together with the Product Disclosure Statement. The Product Disclosure Statement is amended as follows: 1. On the inside cover page, the last paragraph is deleted. 2. O  n page 5, the first paragraph under the Fund Performance Section is deleted and replaced with the following: Performance history can be obtained from: • www.macquarie.com.au/performance • your IDPS operator 3. On page 11, the following paragraph is inserted after the last paragraph under the Related Party Transactions Section: Prospective investors and unitholders should be aware that Wellington Management, its affiliates, or their personnel individually may invest their own assets in the Fund. In that regard, certain terms of investing in the Fund (e.g., the Minimum Initial Investment) may be waived for Wellington Management, its affiliates or its personnel. In addition, Wellington Management, its affiliates or its personnel may have access to information about the Fund that is not available to other investors in the Fund, or may have access to information on a more timely basis than other investors. If the Fund were considered a proprietary account of Wellington Management, the Fund may be subject to restrictions or limitations in its trading or investment under Wellington Management’s policies and procedures designed to comply with applicable law and its obligations to its clients. Wellington Management may seek to hedge or otherwise offset the market risk that arises from its investment in the Fund. Investments in the Fund are not deposits with or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 or of any other Macquarie group company, and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. Neither Wellington Management nor any of its controlled companies or affiliated entities, nor any member company of the Macquarie Group, including Macquarie Bank Limited and Macquarie Investment Management Limited, guarantees the performance of the Fund or the repayment of capital from the Fund or any particular rate of return. The issue of this Supplementary Product Disclosure Statement has been authorized by Macquarie Investment Management Limited ABN 66 002 867 003 AFS License Number 237492 in its capacity as responsible entity for the Fund.

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Wellington Management Portfolios (Australia)

Supplementary Product Disclosure Statement Global Value Equity Portfolio ARSN 133 267 035 APIR Code MAQ0630AU

Dated: 20 September 2010 This Supplement, dated 20 September 2010, is supplemental to the Product Disclosure Statement for the Wellington Management Portfolios (Australia) — Global Value Equity Portfolio (the “Fund”) dated 10 August 2009. This document should be read together with the Product Disclosure Statement and the Supplementary Product Disclosure Statement dated 10 May 2010. The Product Disclosure Statement is amended as follows: 1. On page 18 under The Custodian section, the entire paragraph is deleted and replaced with the following: The Responsible Entity has appointed Citibank, N.A., Hong Kong Branch (Citi) to hold the assets of the Fund. Citi meets the requirements prescribed by ASIC for custodians of managed investment schemes. The Responsible Entity will monitor and review Citi’s procedures and systems to ensure that custodial functions are carried out efficiently and properly. 2. On page 20, the reference to “JPM” in Glossary section is deleted and replaced with the following: “Citi Citibank, N.A., Hong Kong Branch”. Investments in the Fund are not deposits with or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 or of any other Macquarie group company, and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. Neither Wellington Management nor any of its controlled companies or affiliated entities, nor any member company of the Macquarie Group, including Macquarie Bank Limited and Macquarie Investment Management Limited, guarantees the performance of the Fund or the repayment of capital from the Fund or any particular rate of return. The issue of this Supplementary Product Disclosure Statement has been authorized by Macquarie Investment Management Limited ABN 66 002 867 003 AFS License Number 237492 in its capacity as responsible entity for the Fund.

269653_1

Wellington Management Portfolios (Australia)

Global Value Equity Portfolio Product Disclosure Statement ARSN 133 267 035 APIR code MAQ0630AU

10 August 2009

ISSUER: MACQUARIE INVESTMENT MANAGEMENT LIMITED ABN: 66 002 867 003 AFS LICENCE NUMBER: 237492 INVESTMENT MANAGER: WELLINGTON MANAGEMENT COMPANY, llp This Product Disclosure Statement (PDS) is for persons investing through an investor directed portfolio service (IDPS) or a similar service (commonly a master trust, wrap account or nominee service). The trustee or operator of the IDPS or similar service is referred to as an ‘IDPS operator’. Unless you are an IDPS operator or a wholesale investor, you cannot invest directly into this Fund. If you wish to access the Fund through an IDPS or similar service, you may use this PDS to direct the operator of that service to invest in the Fund but you will not become a unitholder in the Fund nor acquire the rights of a unitholder. Instead, the operator of that service acquires those rights and can exercise them, or decline to exercise them, on your behalf. The Responsible Entity consents to the use of this PDS by IDPS operators that include the Fund on their investment menus. For information about your investment, you should contact your IDPS operator.

Investments in the Wellington Management Portfolios (Australia) Global Value Equity Portfolio (Fund) are not deposits with or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 or any member of the Macquarie Group and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. Neither Wellington Management Company, llp nor any of its controlled companies or affiliated entities, nor any member company of the Macquarie Group, including Macquarie Bank Limited and Macquarie Investment Management Limited guarantee the performance of the Fund or the repayment of capital from the Fund or any particular rate of return. Macquarie Investment Management Limited (Macquarie, Responsible Entity) is the issuer of this PDS. This offer is only open to persons receiving this PDS as a hard copy or electronically within Australia. This PDS contains general advice only and has been prepared without taking into account any investor’s personal objectives, financial situation or needs. Investors should read the PDS carefully and assess whether the information is appropriate for them in respect of their personal objectives, financial situation and needs. Investors should talk to their financial adviser before making an investment decision. If you are printing an electronic copy of this PDS, you must print all pages. If you make this PDS available to another person, you must provide them with the entire electronic file or print out. The information in this PDS may change from time to time. Where information that changes is not materially adverse to investors, the Responsible Entity will update this information by publishing changes on its website at www.macquarie.com.au/updatedinformation. A paper copy of this PDS (and any supplementary documents or updated information) can also be obtained free of charge on request by calling 1800 814 523. This PDS has not been lodged with the Australian Securities and Investments Commission (ASIC) and is not required to be lodged with ASIC. ASIC takes no responsibility for the contents of this PDS.

Table of Contents

Fund Features at a Glance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 About the Investment Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 About the Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Risks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Fees and Other Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Additional Explanation of Fees and Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 How to Invest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Acessing your Money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Additional Information for IDPS Operators Only. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Unit Pricing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Keeping in Touch with You. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 The Responsible Entity’s Legal Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Enquiries and Complaints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Your Personal Details. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 About this Product Disclosure Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Contact Details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Glossary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

1

Fund Features at a Glance

Fund Features at a Glance About the Fund What type of investment is this?

A registered managed investment scheme

Who is the responsible entity of the Fund?

Macquarie Investment Management Limited

Who manages the Fund?

Wellington Management Company, llp

Who is the distributor of the Fund?

Wellington International Management Company Pte Ltd (WIM)

What is the Fund’s investment objective?

The Fund seeks to provide long-term total returns in excess of the MSCI World ex Australia Index. The focus is on investing in stocks of companies the Investment Manager believes are solid but temporarily out-of-favour that provide above-average total return potential.

Commencement date of the Fund

10 August 2009

What is the suggested minimum investment timeframe?

Three to five years

What does the Fund invest in?

The Fund will primarily invest in publicly traded, or soon to be listed, equity securities issued by companies domiciled outside of Australia, including emerging markets.

Minimum initial investment and other minimum transaction requirements

You should contact your IDPS operator for details about how to invest including the minimum initial investment, additional investment, balance and redemption amounts.

Fees Management costs (excluding abnormal expense recoveries)

1.10% pa of the net asset value of the Fund (inclusive of the net impact of Goods and Services Tax (GST)).

Buy/Sell Spread estimate

In normal market conditions the buy/sell spread estimate will be + 0.25% of the unit price for applications and – 0.25% of the unit price for redemptions. However, in stressed and dislocated markets, the buy/sell spread may be significantly higher. From time to time, the buy/ sell spread may be varied without notice to reflect changes in estimated transaction costs. The buy/ sell spread may also be reduced where there is a simultaneous purchase and redemption of units of equivalent value. To obtain the current estimate of the buy/sell spread please contact Macquarie Funds Group Client Service on 1800 814 523.

Distributions Frequency

Normally annually

Unit Pricing Frequency

Normally daily

Cooling Off Period You should consult your IDPS operator for any cooling off rights you may have. Key Benefits of Investing in the Fund • The Fund employs a time-tested investment process utilising a systematic, risk-aware approach to portfolio construction. • Investors gain access to Wellington Management’s team of experienced investment professionals and in-depth proprietary research. • The Fund offers investors access to a diverse opportunity set of equity securities in global equity markets. • The Fund offers investors the potential to reduce investment risk through global diversification of investments.

2

Fund Features at a Glance

Investment and Other Risks There are a number of risks that may affect the value of your investment. At the date of this PDS some of the key risks include, but are not limited to: • Volatility Risk

Generally the higher the potential return for your portfolio the higher the risk, and the greater the chance of substantial fluctuations in returns (including the possibility of losses) that may occur over time (especially over shorter periods of time). For example, between July 2007 and the date of this PDS, equity markets experienced sharp declines and heightened volatility, with some markets experiencing volatility at very high levels. Investing in periods where highly volatile conditions exist implies a greater level of risk for investors than an investment made in a more stable market. There is no guarantee whether or when, as an asset class, equity markets will return to their historically lower volatility levels. You should carefully consider this additional volatility risk before making any investment in a fund.

• Market Risk

Equity market risk refers to generalised market-wide changes in prices of securities. The Fund takes equity market exposure in order to achieve its investment objective, however this may result in loss of principal or large fluctuations in the unit price, sometimes over short periods of time. Factors that drive changes in share prices include changing profitability of companies, sectors, industries, economic cycles, volume of share issuance, investor demand levels, business confidence and government and central bank policies.

• Currency Risk

Currency risk is the risk that fluctuations in exchange rates between the Australian Dollar and foreign currencies may cause the value of a fund’s investments to decline significantly. This risk is present within the Fund as it generally will not hedge its currency exposure.

• Company/Issuer Specific Risk

This risk is inherent in a particular company’s performance due to factors that are pertinent to that company, the sector of the market to which the stock belongs, or the share market generally. These factors may cause a stock to perform adversely and where a fund has exposure to that stock, may reduce the value of a fund.

For a full description of these and some other significant risks please see the Risks section later in this document. You should read the Risks section in full and seek your own professional advice in relation to an investment in the Fund.

3

About the Investment Manager • About the Fund

About the Investment Manager The investment manager of the Fund is Wellington Management Company, llp (Wellington Management, Investment Manager). Wellington Management, based in Boston, Massachusetts, traces its origins to 1928, and is one of the oldest and largest investment management firms in the United States of America. Wellington Management is a private limited liability partnership owned by 107 partners, all of whom are full-time professional members of the firm. This ownership structure has enabled Wellington Management to assemble one of the most talented and stable teams of investment professionals in the industry, which provides consistency and continuity of its investment approaches. As at 30 June 2009, Wellington Management managed A$554 billion of client assets worldwide, including A$261 billion in equity securities, A$218 billion in fixed interest securities, and A$75 billion in balanced/multi-asset securities.

Fundamental Research at Wellington Management With approximately 490 investment professionals, proprietary research is the cornerstone of Wellington Management’s investment philosophy. Making independent evaluations and establishing research priorities are central to the firm’s ability to identify superior return opportunities. Research is used solely to generate investment ideas for client portfolios. Career research professionals work hand-in-hand with portfolio managers in the investment decision-making process. Research analysts have, on average, 15 years of investment experience. Wellington Management’s culture, which places high value on analysis as a career path, and the firm’s dedication to proprietary research, have created an unusually deep and knowledgeable research staff with relatively low turnover. This stability supports continuity in the investment approaches and ensures consistency for clients. Portfolio managers are supported by one of the industry’s largest and most highly regarded research teams, consisting of equity, global industry, credit, macroeconomic, quantitative, technical, and asset allocation analysts.

4

About the Fund Investment Objective The Fund seeks to provide long-term total returns in excess of the MSCI World ex Australia Index.

What does the Fund invest in? The Fund will primarily invest in publicly traded, or soon to be listed, equity securities issued by companies domiciled outside of Australia, including emerging markets.

Investment Philosophy The underlying investment philosophy of the Fund is based on the belief that equity markets overreact to both positive and negative information in the short term, resulting in a company’s share price not reflecting its longer term fundamentals. Wellington Management seeks to buy stocks that it believes to be undervalued relative to their longer term potential.

Investment Process The investment process of the Fund focuses on analysing the outlook of companies to create a portfolio of stocks that Wellington Management believes provide above-average total return potential and generally trade at below-average valuations. Investment decisions are based on in-house company research and valuation analysis. The country and sector allocations within the Fund are a result of the stock selection process.

Currency The Fund is denominated in Australian dollars and is unhedged. However, currency hedging may be used in certain circumstances with the aim of protecting against currency volatility. Such use of currency hedging is at the discretion of the Investment Manager.

About the Fund

Foreign Exchange and Derivatives

Fund Performance

The Fund is permitted to carry out foreign exchange transactions to facilitate the purchase and sale of securities and the collection and transfer of income as well as to implement currency hedging.

Performance history and Fund size information can be obtained from: • www.macquarie.com.au/performance;

Derivatives are securities that derive their value from one or more underlying assets. Derivatives (such as swaps, futures and options) are not typically used in management of the Fund, however, the use of derivatives is permitted. The Fund may use derivatives to facilitate settlement of stock purchases and to take active currency positions. Derivatives will not be used for leverage or gearing purposes.

Ethical Investments Investment decisions are based on fundamental research, market and economic factors and do not specifically take into account labour standards or environmental, social or ethical considerations. However, these considerations may be taken into account if they have the potential to materially affect the value of the investment, but no specific methodology is applied.

Borrowing Although there are no limits on borrowing, the Fund does not currently intend to enter into longterm borrowing. However, from time to time short-term borrowing may occur, for example, to manage overnight cash flows or for extraordinary or emergency purposes.

• your IDPS operator To calculate the performance of the Fund, the Responsible Entity complies with the standards set by the Investment and Financial Services Association. Performance figures are calculated before tax and after deducting ongoing fees and expenses, using net asset value prices, assuming that income is reinvested and that the investment is held for the full period. The performance figures are historical and past performance is not necessarily an indication of future performance. Returns can be volatile, reflecting rises and falls in the value of the underlying investments. For investors investing via an IDPS, the net performance of your investment in the Fund may be different from the information the Responsible Entity publishes, due to cash flows specific to your portfolio and any fees charged by the IDPS operator.

Key Benefits of Investing in the Fund • The Fund employs a time-tested investment process utilising a systematic, risk-aware approach to portfolio construction. • Investors gain access to Wellington Management’s team of experienced investment professionals and in-depth proprietary research. • The Fund offers investors access to a diverse opportunity set of equity securities in global equity markets. • The Fund offers investors the potential to reduce investment risk through global diversification of investments.

5

Risks

Risks There will always be the risk of fluctuations in the value of an investment. Generally, the higher the expected return of an investment, the higher the risk and the greater the variability of returns. While the risk management objective for the Fund is to deliver risk/return outcomes in line with investors’ expectations, no assurances or guarantees on future profitability and returns, distributions and return of capital can be given. The most common risks are described below, but there could be other risks that affect the performance of the Fund. You should seek your own professional

advice on the appropriateness of this investment to your circumstances. A financial adviser can explain these risks and provide advice based on your financial objectives, time frame for investing and attitude to risk. Please ensure that you consider the risks of investing in the Fund, including those set out in the following table. As well as considering the risks, you should also consider how an investment in this Fund fits into your overall investment portfolio. By diversifying your investment portfolio, you may reduce your exposure to failure or underperformance of any one investment, manager or asset class.

Investment and Other Risks There are a number of risks that may affect the value of your investment. At the date of this PDS some of the key risks include, but are not limited to, the following:

6

Volatility Risk

Generally the higher the potential return for your portfolio the higher the risk, and the greater the chance of substantial fluctuations in returns (including the possibility of losses) that may occur over time (especially over shorter periods of time). For example, between July 2007 and the date of this PDS, equity markets experienced sharp declines and heightened volatility, with some markets experiencing volatility at very high levels. Investing in periods where highly volatile conditions exist implies a greater level of risk for investors than an investment made in a more stable market. There is no guarantee whether or when, as an asset class, equity markets will return to their historically lower volatility levels. You should carefully consider this additional volatility risk before making any investment in a fund.

Market Risk

Equity market risk refers to generalised market-wide changes in prices of securities. The Fund takes equity market exposure in order to achieve its investment objective, however this may result in loss of principal or large fluctuations in the unit price, sometimes over short periods of time. Factors that drive changes in share prices include changing profitability of companies, sectors, industries, economic cycles, volume of share issuance, investor demand levels, business confidence and government and central bank policies.

Currency Risk

This is the risk that fluctuations in exchange rates between the Australian Dollar and foreign currencies may cause the value of a fund’s investments to decline significantly. This risk is present within the Fund as it generally will not hedge its currency exposure.

Company/Issuer Specific Risk

This is the risk that a particular security’s performance may be impacted by factors that are unique to that company or issuer. These factors may cause a security’s return to differ from that of the market. This exposure can cause the Fund to outperform the market, however it can also lead to underperformance.

Liquidity Risk

Some investments are difficult to purchase or sell, preventing the Fund from closing out its position or rebalancing within a timely period and at a fair price. While every effort is made to meet all Fund redemptions, in certain circumstances redemption requests may not be able to be met when received.

Foreign Investment Risk

Foreign investment risk exists for those securities which are listed on foreign stock exchanges. This risk exposes the investments of the Fund to a range of macroeconomic factors which are unique to the country of investment/operation, and may include factors such as political instability, differing tax or legal rulings and potentially rapid changes in asset prices (particularly for emerging economies).

Risks

Investment and Other Risks (continued) Emerging Markets Risk

Investing in securities of issuers based in countries with developing (or emerging market) economies carries risks different from, or greater than, risks of investing in securities of companies in developed countries, including: • increased social, economic, and political uncertainty and instability • smaller market capitalisation of securities markets • increased risk of illiquidity • significant price volatility • restrictions on foreign investment • less governmental supervision and regulation • risk of a government policy, or regulation or intervention adverse to the interests or rights of private sector companies • less developed legal systems • differences in standards for transparency of fiscal reporting • differences in tax or legal rulings

Investment Manager Risk

Fund performance is dependent on the Investment Manager, and the Investment Manager’s investment strategies. If the investment strategies do not perform as expected, if opportunities do not arise for the strategies to be implemented, or if the Investment Manager fails to implement the investment strategies successfully, there is a risk that the Fund will underperform. This underperformance may be relative to similar portfolios, relative to the market, or absolute. There is no assurance that the Investment Manager’s investment strategies will be successful, or that previously successful strategies will continue to be successful in the future. The Investment Manager, in consultation with the Responsible Entity, may make changes to the investment strategies where it considers it necessary to do so.

Concentration Risk

This is the risk that poor performance in a particular region, industry, portfolio, security or other grouping will significantly affect the performance of the Fund, due to that Fund having a higher level of exposure to that grouping. This risk is increased for funds that hold a smaller number of investments, as concentrations are more likely to be significant.

Derivative/ Leverage Risk

Derivatives are leveraged instruments that are used to obtain or reduce market exposures. As the market value of derivatives is variable, gains or losses can be incurred and can be greater than unleveraged positions. Over-the-counter derivatives incur additional risks, such as documentation risk and counterparty credit risk. Derivatives are not typically used in management of the Fund, however, the Fund may use derivatives: • as a hedge • as an alternative to buying and selling the physical security • to manage currency risk, and/or • to take advantage of opportunities for profit To reduce the risk of leverage, Wellington Management ensures that short derivative positions are backed by a matched amount of similar physical assets and long derivative positions are backed by a matched amount of liquid assets such as cash equivalents.

Unlisted Securities Risk

The price of securities that are not listed on a stock exchange may be volatile, and there may be delays and/or losses when selling unlisted securities due to liquidity constraints.

Counterparty Risk

Counterparty risk is the risk of loss due to counterparty default. Counterparties include option writers (grantors and sellers), brokers of exchange traded futures and options, clearing brokers for exchange traded futures and options, foreign counterparties and swap and structured deal counterparties.

Product Risk

The Responsible Entity, in consultation with the Investment Manager, may make changes to the Fund at any time, including: • closing or terminating the Fund • changing the Fund’s investment objective or investment strategy • changing the rules that govern the Fund (e.g., changing fees) In some cases, such changes can occur without prior notice to investors.

Fund Termination Risk

This is the risk that the Responsible Entity may terminate the Fund. In this event an investor may not be able to find a similar investment.

7

Fees and Other Costs

Fees and Other Costs The information in the tables below is required by law and is designed to help you better understand the fees and costs associated with the Fund. 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 adviser.

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.

This table shows fees and other costs that the unitholder may be charged. These fees and costs may be deducted from the unitholder’s money, from investment returns or from the Fund’s assets as a whole. These fees do not include any fees that may be charged by the IDPS operator. Taxes are set out in the Tax section of this PDS. You should read all of the information about fees and other costs because it is important to understand their impact on your investment. Type of Fee or Cost

Amount

How and When Paid

Fees when your money moves in or out of the Fund. You also may incur a Buy/Sell Spread when your money moves in or out of the Fund. 1

Establishment Fee

Nil

Not applicable

Contribution Fee

Nil

Not applicable

Redemption Fee

Nil

Not applicable

Termination Fee

Nil

Not applicable

Management Costs

1.10% pa of the net asset value of the Fund (inclusive of the net impact of GST).

The management costs are expressed as a percentage of the total average net asset value of the Fund. These costs are reflected in the daily unit price and are calculated daily and paid monthly in arrears. Refer to Additional Explanation of Fees and Costs section.

Nil

Not applicable

Nil

Not applicable

The fee to open your investment. The fee on each amount contributed to your investment. The fee on each amount you take out of your investment. The fee to close your investment. Management Costs The fees and costs for managing your investment.2

PLUS Performance Fee

Service Fees

3

Switching Fee

The fee for switching between investment options. See the Buy/Sell Spread section under Additional Explanation of Fees and Costs.

1

Additional abnormal expense recovery may apply — see the Expense Recoveries section under Additional Explanation of Fees and Costs.

2

See the Adviser Service Fee section under Additional Explanation of Fees and Costs.

3

8

Additional Explanation of Fees and Costs

Example of Annual Fees and Costs for the Fund This table provides an example of how the fees and costs in the Fund can affect your investment over a one year period. You should use this table to compare the Fund with other managed investment products. The example assumes an account balance of $50,000 invested in the Fund, assuming no variation in the value of your investment over this period. In practice:

Additional Explanation of Fees and Costs Maximum Fees the Responsible Entity Is Allowed to Charge The Constitution of the Fund (Constitution) provides for the following maximum fees (exclusive of GST):

• the actual fee that is charged is based on the value of your investment;

• a maximum application fee (referred to in this PDS as a “contribution fee”) of 5.0%;

• your investment balance and the value of the Fund will vary daily;

• a maximum withdrawal fee (referred to in this PDS as a “redemption fee”) of 5.0% of the amount withdrawn;

•  the management costs are included in the Fund’s return and are not an additional charge to you. Example Balance of $50,000 with total contributions of $5,000 1 during year

Contribution Fees2

Nil

For every additional $5,000 you put in, you will not be charged a contribution fee.

PLUS

1.10% pa of net asset value of the Fund (inclusive of the net impact of GST).

And, for every $50,000 you have in the Fund you will be charged $550 each year.

Management Costs3

EQUALS

Cost of Fund.

If you had an investment of $50,000 at the beginning of the year and you put in an additional $5,000 during that year, you will be charged fees of $5504. What it costs you will depend on the fees you negotiate with your fund or financial adviser.

The Responsible Entity is required to use examples based on an additional contribution of $5,000. However, please contact your IDPS operator for details on the actual minimum additional investment amount that applies to your investment in the Fund. 2 You also may incur a Buy/Sell Spread when your money moves in or out of the Fund. See the Buy/Sell Spread section under Additional Explanation of Fees and Costs. 3 Additional abnormal expense recovery may apply — see the Expense Recoveries section under Additional Explanation of Fees and Costs. 4 This amount assumes a constant investment balance of $50,000 throughout the year. Management costs will also be charged in relation to any additional contributions you make during the year and the total amount you pay will depend on the proportion of the year during which the additional contributions are invested. 1

• a maximum switching fee of 5.0% of the value of the investment switched; • a maximum management fee of 5.0% per annum of the amount invested; and • a maximum performance fee rate of 50% of outperformance.

Management Costs Management costs represent the total ongoing management fees and other costs, for which the Responsible Entity is entitled to be paid or reimbursed from the Fund. The Constitution of the Fund allows the Responsible Entity to charge an ongoing management fee of up to 5% per annum of the value of the Fund’s assets plus GST, calculated daily and payable monthly. The Constitution also allows the Responsible Entity to be reimbursed out of the Fund’s assets to the extent such payment or reimbursement is not prohibited by the Corporations Act, for all expenses incurred by the Responsible Entity in relation to the proper performance of its duties.

Expense Recoveries Normal and ongoing expenses include, but are not limited to: fund accounting fees; Responsible Entity service charges; custody fees; registry costs; audit fees; legal fees; tax consulting fees; postage and printing costs. Wellington Management currently chooses to pay these expenses out of its portion of the management fee and does not seek reimbursement from the Fund.

9

Additional Explanation of Fees and Costs

Reimbursement also may be claimed from the Fund for abnormal expenses, such as the cost of unitholder meetings, litigation, special valuation of assets and the costs of terminating the Fund. These abnormal expenses are not generally incurred during the day-to-day operation of the Fund and are not necessarily incurred in any year. However, the Responsible Entity does not pay these abnormal expenses out of the management fee. If they arise, the Responsible Entity reserves its right to deduct these expenses from the Fund.

Buy/Sell Spread There is a difference between the application and redemption unit price quoted on any Business Day, referred to as the ‘buy/sell spread’. To ensure that existing investors do not continually bear the transaction costs resulting from the applications or redemptions made by other investors, the Responsible Entity charges investors the buy/sell spread when they transact. The buy spread is added to the Net Asset Value per unit when units are applied for to reflect the estimated transaction cost of acquiring the underlying investments. The sell spread is subtracted from the Net Asset Value per unit when units are redeemed to reflect the estimated transaction costs of disposing of the underlying investments.

Cost

Application

+ 0.25%

$125.00

Redemption

- 0.25%

$125.00

The size of the buy/sell spread may be varied from time to time without notice, to ensure that nontransacting investors are not adversely impacted by the application or redemption transactions of other investors. For example, a different amount or estimate may apply when brokerage costs or the difference between the bid and offer prices for assets change. In stressed and dislocated market conditions, the buy/ sell spread may increase significantly. Any revised spread will be applied uniformly to transacting investors while that spread applies. The Responsible Entity, in consultation with the Investment Manager, may, at its discretion, vary the size of the buy/sell spread from time to time without notice to reflect the true transaction cost on the date the underlying securities are traded. Reinvested distributions do not incur the buy/sell spread.

Adviser Service Fee

It is important to note that the buy/sell spread is a transaction cost payable by your IDPS operator and retained by the Fund. The buy/sell spread is not a payment to the Responsible Entity or the Investment Manager. Further, the buy spread will not necessarily be the same as the sell spread.

You may agree to pay your adviser a fee for any financial advice that they provide to you. However, these are separate to any fees the Responsible Entity charges in respect of your investment in the Fund, as set out in the Fees and Other Costs table earlier in this document.

In calculating this spread, the Responsible Entity, in consultation with the Investment Manager, takes into account the estimated transaction costs which, in their view, are applicable from time to time. These transaction costs may comprise brokerage, stamp duty, foreign exchange hedging and the buy/sell spread (being the difference between the bid and offer prices) on exchange traded and non-exchange traded transactions.

Commissions and Soft Dollar Payments

In normal market conditions the buy/sell spread estimate will be + 0.25% of the unit price for applications and - 0.25% of the unit price for redemptions. The following example is based on an application or redemption of $50,000 and an estimated buy/sell spread of +/- 0.25%, which is indicative of an estimated spread in normal trading conditions. This may not be the applicable spread at the time of your IDPS operator’s application or redemption of units.

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Buy/Sell Spread

The Responsible Entity does not pay any commissions to your financial adviser. However, Wellington Management may make, or cause to be made, to the dealer group to which your adviser belongs and your IDPS operator, certain payments or other non-monetary benefits such as business and technical support, professional development and entertainment. These payments and benefits are not an additional cost to you. The Responsible Entity also maintains a register in compliance with the Industry Code of Practice on Alternative Forms of Remuneration summarising alternative forms of remuneration that is paid or provided to advisers. If you would like to review this register, please contact Macquarie Funds Group Client Service on 1800 814 523, 8.30am to 6.00pm Sydney time, Monday to Friday.

Additional Explanation of Fees and Costs

Wellington Management and their delegates and associates may receive, and are entitled to retain, research products and services (known as soft dollar benefits) which are of demonstrable benefit to Wellington Management’s clients including the Fund (as may be permitted under applicable rules and regulations) from brokers and other persons through whom investment transactions are carried out (brokers) provided that the quality of transaction execution is consistent with best execution standards. Wellington Management will consider several factors deemed relevant in determining whether a broker will provide best execution, which include, among others, the provision of research products and investment ideas and introduction to potential investee companies, access to investment opportunities and initial public offerings and placements which are for the benefit of the Fund. The commission rates charged by brokers in these circumstances may be higher than those charged by other brokers who do not offer such services or by the same broker if it only provides execution services. Examples of research products and services that Wellington Management may receive from brokers include analyses and reports concerning industries, securities, and economic factors and trends. The Fund generally will pay customary full service brokerage rates where execution, research and other services cannot be unbundled for the same commission rate. In particular cases where execution, research and other services can be unbundled, the Fund will pay a brokerage commission that is discounted from customary full service brokerage rates if no research or other services are provided in addition to brokerage execution. In addition, Wellington Management has the discretion to cause the Fund to pay brokerage commissions in excess of discounted rates, and up to full service brokerage rates, for quality brokerage execution and the provision of research or other appropriate services that Wellington Management determines to be beneficial to Wellington Management’s clients including the Fund. Wellington Management may pay brokers commissions for effecting Fund transactions in excess of amounts other brokers would have charged for effecting similar transactions if Wellington Management determines in good faith that such amounts are reasonable in relation to the value of the research and other services provided, viewed in terms of the particular transaction or Wellington Management’s overall duty to its clients.

Differential Fees On behalf of the Responsible Entity, Wellington Management may negotiate reduced management fees and performance fees as permitted by the Corporations Act and ASIC relief. For example, on behalf of the Responsible Entity, Wellington Management may negotiate reduced fees with sophisticated and professional investors, as defined in the Corporations Act, including IDPS operators. There is no set manner or method of negotiating fees. For further information please contact Wellington Management.

Related Party Transactions The Responsible Entity and Wellington Management may deal with Macquarie Group when investing on behalf of the Fund. Macquarie Group may receive commissions during such transactions. Related companies of Macquarie Group may also be dealing as principal or dealing on behalf of other funds which are under the management of Macquarie Group. Where Wellington Management invests money for the Fund, it deals with the other party to any transaction on arm’s length terms. Macquarie Group Limited and its related companies (Macquarie Group) is a global provider of a diversified range of services to clients including banking, financial, advisory, investment and portfolio management services. Macquarie Group acts on behalf of institutional, corporate and retail clients and counterparties around the world. Neither the Responsible Entity nor Wellington Management generally has any control over the activities of Macquarie Group. As a result, it is possible that the Fund’s activities may be restricted, due to regulatory constraints applicable to Macquarie Group, and/or its internal policies designed to comply with such constraints. For example, since the Responsible Entity is a member of Macquarie Group, the securities held by the Fund are required to be included in the aggregate holdings of Macquarie Group for certain regulatory purposes. Should the application of such constraints result in limited capacity to acquire particular securities by Macquarie Group, the Fund will not have priority over any member of, or any fund associated with Macquarie Group, to acquire those securities.

Changes to Fees and Expenses Any fee including the management fee or the operating expenses incurred with the day-to-day operation of the Fund may be increased up to the maximum amounts permitted in the Fund’s Constitution. Your IDPS operator will receive at least thirty days’ prior written notice of the proposed change. This notice period should give you sufficient time to direct your IDPS operator to withdraw from the Fund if so desired.

11

Tax

Tax The tax information provided in this Product Disclosure Statement is intended to be a brief guide only and should not be relied upon as a complete statement of all relevant laws. It is based on Australian tax law as at the date of this Product Disclosure Statement, and these laws may change at any time.

Capital Gains Tax (CGT)

CGT may arise due to either the redemption or disposal of units, or as part of a distribution made to investors by the Fund.

Your IDPS operator should report to you each year on the type of your distributions and any tax credits you may have received through the Fund, so that you will know what to include in your tax return.

Broadly under the CGT rules, if an investor has held units for more than twelve months and is either an individual or trustee of another trust, only 50% of any net assessable capital gain is taxable. For complying superannuation funds that hold units for more than twelve months, 66.66% is taxable (that is, a discount of one third applies). Investors that are companies or investors that hold units for twelve months or less prior to redemption or disposal do not qualify for concessional CGT treatment.

Tax Position of Resident Investors

Foreign Investment Fund Tax Regime

It is recommended that investors consult their tax adviser about their individual circumstances and tax consequences. In particular, the following summary does not address any foreign tax consequences arising from an investment in the Fund.

Income Distributions

On the basis that investors will be presently entitled to the distributable income of the Fund, the Fund itself should generally not be subject to Australian income tax on the net income (i.e., taxable income) of the Fund. The Fund intends to distribute all of its income each year. Therefore, Australian resident investors should include their share of the net income of the Fund in their assessable income for the relevant income (even if their entitlement to that amount has been reinvested). Non-assessable distributions will reduce the cost base of the units held by an investor for Capital Gains Tax (CGT) purposes. The character of the income and gains of the Fund (for example, interest, dividends, capital gains) will flow though in the distribution to the investors. The distribution may include the capital gains that qualify for the discount CGT concession, which will apply where the Fund disposes of an asset held for at least twelve months. Any foreign tax credits (for example, arising from withholding taxes on payments received by the Fund from other countries) will generally be passed on to the investors at the time of the distribution. Redemption or Disposal of Units

The tax treatment for an investor on the redemption or disposal of units in the Fund will generally depend on whether the units are held by the investor on revenue or capital account. Any gain on redemption or disposal of units held on capital account (excluding distributions of Fund income which are otherwise taxable as described

12

above) should be assessed under Australia’s CGT provisions. Generally, profit on disposal of units held on revenue account is effectively taxed as ordinary income.

The Fund may be subject to the Foreign Investment Fund (FIF) tax regime and distributions from the Fund may include FIF amounts attributable to unrealised gains. However, the Responsible Entity will seek to manage the Fund’s FIF position to minimise the adverse effects of FIF to investors. Foreign Tax Credits

The income and/or gains of the Fund from its investments may suffer withholding tax in the countries where such income and/or gains arise. Australian residents are required to include in their assessable income their share of any foreign taxes paid by the Fund. Investors will normally be entitled to a tax credit in respect of the foreign taxes paid by the Fund. Tax File Number (TFN) and Australian Business Number (ABN)

It is not compulsory for investors to provide their TFN or ABN to their IDPS operator, and it is not an offence if they decline to provide them. However, unless exempted, if the TFN or ABN is not provided, the IDPS operator may be required to deduct tax from income at the highest marginal rate plus the Medicare levy. Good and Services Tax (GST)

The Fund is registered for GST. The application for and redemption of units in the Fund and receipt of income distributions will not be subject to GST. GST is payable on the Responsible Entity’s fees and reimbursement of expenses. However, the Fund will generally be able to claim input tax credits and/or reduced input tax credits of at least 75% of the GST paid.

Tax

Tax Position of Non-resident Investors

General Information

Income Distributions

Transaction Taxes

Broadly, non-resident investors may be subject to Australian withholding tax on their Australian sourced income, which can include capital gains. The rate of withholding will be contingent on the character of the distribution. In addition, non-resident investors may be subject to tax in the country in which they reside and may be entitled to a credit for some or all of any Australian tax withheld or paid.

Normal transaction taxes and stamp duties (if any) also apply.

Redemption or Disposal of Units

The tax treatment for a non-resident investor on the redemption or disposal of units in the Fund will generally depend on whether the units are held by the investor on revenue or capital account. Generally, the profit on a disposal of units held on revenue account is effectively taxed as ordinary income. An applicable Australian Double Taxation Agreement may limit Australia’s right to tax this income. Any gain on redemption or disposal of units held on capital account (excluding distributions of Fund income which are otherwise taxable as described above) may be assessed under the CGT provisions.

Non-resident Withholding Tax

Tax Advice

If you have any questions regarding the application of income tax or capital gains tax to an investment in the Fund, you should consult your tax advisor. Investors should seek their own professional advice, including as to taxation, before investing. Please note that any discussion of tax in this PDS refers to Australian tax law as at the date of this PDS, and that these laws may change at any time. Accounts and Audit

The accounts of the Fund will be prepared and audited as at 30 June each year, in accordance with the requirements of the Corporations Act relating to financial reports of registered schemes. The accounts will be made available on www.macquarie.com.au/ au/business/managed_funds/product_financial_ statements.htm as soon as possible after this date but, in any event, no later than three months after financial year end. Interested parties are invited to view copies of the most recent audited accounts of the Responsible Entity at the offices of the Responsible Entity.

Appropriate deductions of Australian tax will be made from distributions of Australian sourced income to non-resident investors and investors with an overseas address. The amounts will be withheld at the rates of tax applicable to non­-resident investors and will depend on the type of income and whether the investors are resident in a country with an exchange of tax information agreement with Australia. Any Australian-sourced interest income component of a trust distribution paid to non-resident investors should generally be subject to Australian interest withholding tax at up to 10%. Withholding tax on interest is a final tax. Australian tax should be withheld by the Responsible Entity at a rate of 15%1 on Australian-sourced other income components of distributions made to non-residents.

1

 his rate will decrease for investors who are resident in a country with an exchange of tax information agreement with Australia to T 7.5% after 1 July 2010.

13

How to Invest • Accessing Your Money

How to Invest

Accessing Your Money

Initial Investments

Redemptions

You may invest in the Fund as an ‘indirect investor’ through an IDPS by directing the IDPS operator to acquire units in the Fund on your behalf.

Your IDPS operator will advise you about how to make redemptions, including any minimum amount involved.

An indirect investor does not become a unitholder in the Fund. Accordingly, an indirect investor does not acquire the rights of a unitholder of the Fund or acquire any direct interest in the Fund. The IDPS operator acquires these rights and can exercise, or decline to exercise, them on your behalf according to the arrangements governing the IDPS. Fees and expenses applicable to the IDPS (and set out in the IDPS offer document or client agreement) are payable in addition to the fees and expenses stated in this PDS. You should consult your IDPS operator about any cooling off rights you may have. Your IDPS operator will advise you about how to invest including the minimum investment amount and how your payment is to be made.

Additional Investments Your IDPS operator will advise you about how to make additional investments, including the minimum amount involved.

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Delay of Redemptions The Responsible Entity can delay the calculation of the redemption price and the payment of redemption proceeds for the Fund if the Fund is no longer ‘liquid’, as defined in the Corporations Act. At its discretion, the Responsible Entity can then make money available only on a periodic basis and allocate it pro rata amongst those investors wishing to withdraw. If this occurs, in determining the unit price, the Responsible Entity will use the asset values determined at the time the relevant withdrawal offer closes. In addition, the Responsible Entity may suspend the redemption of units where it is impracticable for it to calculate the redemption price because of closure of, or trading restrictions on, currency, stock or securities exchanges, an emergency or other state of affairs, or an event outside the reasonable control of the Responsible Entity. If this occurs, your IDPS operator’s redemption request is deemed to have been received immediately after the end of the suspension. The Responsible Entity can also limit redemptions if it receives redemption requests representing more than 10% of the Fund’s value on any Business Day. In this case, the Responsible Entity may satisfy redemption requests representing 10% of the Fund’s value on a pro-rata basis and deem the remaining proportion of redemption requests to be received on the next Business Day.

Additional Information for IDPS Operators Only

Additional Information for IDPS Operators Only How to Invest If the Responsible Entity receives an application form and application monies from an IDPS operator before 2.00pm Sydney time on a Business Day in Macquarie’s Sydney office, Macquarie will consider the application for acceptance. On the day the application is accepted, units are issued and the IDPS operator normally receives the application price based on the valuation of assets at the close of business on that day. Investment amounts and application forms received after 2.00pm Sydney time on a Business Day in Macquarie’s Sydney office will be considered for acceptance on the following Business Day. The Responsible Entity is required under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/CTF) to establish a program to identify, manage and mitigate money laundering and terrorism financing risks faced by their organisation. As part of those obligations, the Responsible Entity cannot accept an application to invest until it is satisfied that the identity of the investor has been verified in accordance with the requirements of the AML/CTF. The processing of applications may not proceed until the requested information is received in a satisfactory form and the identity of the investor is verified.

Redemptions The Responsible Entity generally processes and pays redemptions within seven Business Days where a redemption request is received from an IDPS operator before 2.00pm Sydney time on a Business Day in Macquarie’s Sydney office. If the Responsible Entity receives a redemption request

from an IDPS operator after this time, or on a nonBusiness Day for the Responsible Entity, it is treated as having been received before 2.00pm Sydney time on the next Business Day in Sydney. Units will be redeemed at the redemption unit price next calculated after the Responsible Entity receives the redemption request. The redemption unit price is normally based on the valuation of assets at the close of business on the day the request is received. The Fund’s Constitution allows the Responsible Entity 90 days to pay redemption proceeds, but this may be extended in certain circumstances, such as those described in the previous Delay of Redemptions section.

Redemption Call Back Confirmation To reduce the risk of unauthorised redemptions or changes to bank account details, an authorised signatory of the IDPS operator designated on the initial Application Form will be contacted via telephone to confirm the instruction is valid prior to processing. For redemptions, this call back confirmation procedure will apply to all requests if a pre-nominated bank account is not submitted on the initial Application Form, and to withdrawals to a pre-nominated account in amounts greater than or equal to A$1 million. Please note that if an authorised signatory of the IDPS is unable to be contacted prior to the expiration of the cut-off time for transactions, payment will be postponed until contact has been made. If this occurs, unitholders will still receive the unit price applicable for the instruction as originally submitted. If the request is subsequently found to be unauthorised after being processed in good faith, the unitholder will be liable for the buy/sell spread and any market movement.

15

Distributions • Unit Pricing

Distributions

Unit Pricing

Income Distributions

The Responsible Entity normally calculates unit prices for each Business Day. The unit price is equal to the net asset value of the Fund divided by the total number of units on issue. Application and redemption unit prices take into account transaction costs (the buy/ sell spread) as applicable.

All of the income of the Fund will be distributed to investors on a pro rata basis at least annually, generally at the end of June. Unless otherwise requested, any income distributions from the Fund will be reinvested into additional units in the Fund. Any change to a distribution option must be received seven Business Days prior to the next scheduled distribution of income to be effective for that period. Distribution payments will generally be made within ten Business Days after the end of the distribution period. Distributions are calculated on a cents per unit basis in accordance with the Fund’s Constitution. Undistributed gains accrue in the unit price of the Fund during the relevant distribution period. Accordingly, if an investment is made before a distribution, investors may receive some of the investment back immediately as income. Immediately following a distribution, the Fund’s unit price will usually fall because the income and realised gains accumulated during the distribution period have been distributed. Distributions may include a partial return of capital. However, if an application price is calculated as at the last Business Day of the period, the application price will not include an income component for that period. Similarly, if an investor makes a redemption at the end of the distribution period, the investor will receive a share of any accrued income as capital. However, if the redemption price is calculated as at the last Business Day of the period, the redemption price will not include an income component for that period, but the investor will also receive the income as part of the distribution. Details will be provided by your IDPS operator. Please refer to the Tax section for further information.

Assets are normally valued at their most recent market value, using independent pricing sources where available for the particular asset type. Any units held in unlisted funds are valued at their most recent unit prices as supplied by the Fund operator. Overseas assets are valued as at the close of business in each of the relevant overseas markets. The Responsible Entity may use model values or fair values if market quotations are not available or are deemed unreliable. Foreign exchange rates are valued at the WM Reuters London 4.00pm rate. The valuation methods and policies applied by the Responsible Entity to value the Fund’s assets and liabilities are consistent with applicable industry standards and result in unit price calculations that are independently verifiable. Under the Constitution for the Fund, the Responsible Entity has certain discretions in determining application and redemption prices. The Responsible Entity has documented its policy regarding the exercise of these discretions. A copy of the policy, together with the related documents, is available free of charge from Macquarie Funds Group Client Service. As discussed above, unit prices fall at the end of each distribution period because the allocation of the distributions reduces the Fund’s assets. Your IDPS operator can provide you with the unit prices for your investment. Daily unit prices will also be the available on the Responsible Entity’s website at www.macquarie.com.au/unit_ prices.

Timing Changes Your IDPS operator will be notified if the Responsible Entity changes the frequency of distributions or valuing the Fund, or the frequency or timing of unit pricing.

16

Keeping in Touch with You • The Responsible Entity’s Legal Responsibilities

Keeping in Touch with You Your IDPS operator can provide you with reports on the progress of the Fund.

Updated Information The information in this PDS may be subject to change from time to time. Where information is not materially adverse the Responsible Entity may update this information by publishing changes on their website at www.macquarie.com.au/updatedinformation. A paper copy of this PDS (and any supplementary documents or updated information) can also be obtained free of charge on request by calling Macquarie Funds Group Client Service on 1800 814 523 or by email at [email protected].

Continuous Disclosure Documents The Fund may be subject to certain regular reporting and disclosure obligations. Copies of documents lodged with ASIC in relation to the Fund may be obtained from, or inspected at, an ASIC office. You can obtain the following documents from the Responsible Entity: • the annual financial report (including financial statements) most recently lodged with ASIC by the Responsible Entity in respect of the Fund; • any half-year financial report (including financial statements) lodged with ASIC in respect of the Fund after the lodgement of the annual financial report and before the date of this PDS; • any continuous disclosure notices provided by the Responsible Entity in respect of the Fund after the lodgement of the annual financial report and before the date of this PDS. If requested, the Responsible Entity will send you a printed or electronic copy of any of the above documents, free of charge, as soon as possible or within five Business Days of receiving your request.

The Responsible Entity’s Legal Responsibilities About the Responsible Entity A responsible entity must be a public company holding an Australian Financial Services Licence (AFSL) authorising it to operate a managed investment scheme. The role of the Responsible Entity includes: • holding scheme property on trust for the unitholders; • managing and investing scheme property; and • ensuring scheme property is managed and dealt with in accordance with the scheme’s Constitution and the Corporations Act. The Responsible Entity holds an AFSL, authorising it to act as the responsible entity of the Fund. Details of the Responsible Entity’s AFSL can be found on ASIC’s website at www.asic.gov.au. The Responsible Entity’s powers and duties are set out in the Constitution relating to the Fund, the Corporations Act and general trust law. The Responsible Entity’s contact details are listed below: Macquarie Investment Management Limited Mail

PO Box R1723 Royal Exchange New South Wales 1225

Telephone

1800 814 523

Facsimile

+61 2 8232 4730

Email

[email protected]

Website

www.macquarie.com.au/mfg

Corporations Act The Responsible Entity’s duties as the responsible entity under the Corporations Act include: • acting in the best interest of unitholders and, if there is a conflict between unitholders’ interests and the Responsible Entity’s own interests, giving priority to unitholders’ interests; • ensuring that Fund property is clearly identified as Fund property, is valued at regular intervals and is held separately from the Responsible Entity’s property and the property of any other fund; and

17

The Responsible Entity’s Legal Responsibilities

• reporting to ASIC any breach of the Corporations Act in relation to the Fund, which has had, or is likely to have, a materially adverse effect on the interests of unitholders. The Responsible Entity is liable for its agents engaged in connection with the Fund.

Fund Constitution The Fund is established by a Constitution, as amended from time to time. The terms and conditions of the Constitution are binding on each investor and persons claiming through them, as if the investor or person were a party to the Constitution. This PDS summarises some key features of the Constitution, such as issue and redemption of units, calculation of unit prices and fees. However, the Constitution covers a number of additional matters, including: • the nature of units (subject to any special terms of issue, identical rights attach to all units);

The Responsible Entity has prepared and lodged a compliance plan for the Fund with ASIC. The compliance plan sets out the compliance procedures that the Responsible Entity will follow to ensure that they are complying with the Corporations Act and the Constitution. Each year the compliance plan is independently audited, as required by the Corporations Act, and the auditor’s report is lodged with ASIC.

The Compliance Committee As required, the Responsible Entity has established a compliance committee with a majority of independent members. The compliance committee’s functions include: • monitoring the Responsible Entity’s compliance with the compliance plan and reporting its findings to them; • reporting breaches of the Corporations Act or the Constitution to the Responsible Entity; and

• how and when redemptions are paid;

• assessing the adequacy of the compliance plan and recommending any changes.

• unitholder meetings (a resolution may bind unitholders, regardless of how or whether the relevant unitholders voted);

Rights and Liabilities of an Investor

• the circumstances in which the Responsible Entity is and is not liable to unitholders; • the Responsible Entity’s indemnification out of assets of the Fund for all costs incurred by it in relation to the administration or management of the Fund (subject to the proper performance of its duties); • redemption procedures where the Fund is no longer ‘liquid’ within the meaning of the Corporations Act (the procedures described in this PDS apply where the Fund is liquid); • unitholders’ rights to share any Fund income, and how the Responsible Entity calculates it; and • when the Responsible Entity can retire as responsible entity of the Fund. The Responsible Entity can amend the Constitution from time to time, subject to the provisions of the Constitution and the Corporations Act, including if the Responsible Entity reasonably considers that the amendments will not adversely affect unitholders’ rights. Otherwise, the Responsible Entity must obtain unitholders’ approval at a meeting of unitholders.

18

The Compliance Plan

A unit confers a beneficial interest on a unitholder in the assets of the Fund but not an entitlement or interest in any particular part of the Fund or any asset. The Constitution also provides that the liability of each unitholder is limited to its investment in the Fund. Therefore, a unitholder is not required to indemnify the Responsible Entity or its creditors against its liabilities in respect of the Fund. However, no complete assurance can be given in this regard as the ultimate liability of unitholders has not been finally determined by the courts.

The Custodian The Responsible Entity has appointed JPMorgan Chase Bank, N.A. (JPM) to hold the assets of the Fund. JPM meets the requirements prescribed by ASIC for custodians of managed investment schemes. The Responsible Entity will monitor and review JPM’s procedures and systems to ensure that custodial functions are carried out efficiently and properly.

Enquiries and Complaints • Your Personal Details About this Product Disclosure Statement • Contact Details

Enquiries and Complaints

T a x I n f About o r m a ti o n this

If you have an enquiry or complaint, please contact your IDPS operator who is able to contact the Responsible Entity’s Complaints Officer where necessary. The Responsible Entity will work with your IDPS operator to resolve complaints relating to the Fund, and is required to respond to your IDPS operator with a determination, remedy or information within 45 days of being notified of the complaint. If a complaint is not resolved to your satisfaction, your IDPS operator may pursue your complaint with the Financial Ombudsman Service Limited (FOS), of which the Responsible Entity is a member. FOS is an external dispute resolution body that has been approved by ASIC. FOS is an independent body that assists customers in the resolution of complaints relating to members of the financial services industry.

Product Disclosure Statement The terms and features of the Fund were current at the date of this PDS. However, the Responsible Entity reserves the right to change the terms and features of the Fund in accordance with the Constitution and other relevant legislation. You should keep a copy of the current PDS and any other supplementary material updating the PDS for future reference. You can obtain a copy of the current PDS, free of charge, from your IDPS operator or by contacting Macquarie Funds Group Client Service on 1800 814 523 or by email at mfg.clientservice@ macquarie.com.

Contact Details Distributor

Your Personal Details The Responsible Entity does not collect or hold any personal information about you, in connection with your indirect investment in the Fund. You should contact your adviser or IDPS operator for details on the collection, storage, use and disclosure of personal information.

Wellington International Management Company Pte Ltd Mail

Level 17, 126 Phillip Street Sydney NSW 2000

Telephone

+61 2 8233 6400

Facsimile

+61 2 8233 6401

Email

[email protected]

Website

www.wellington.com

Responsible Entity Macquarie Investment Management Limited Mail

PO Box R1723 Royal Exchange New South Wales 1225

Telephone

1800 814 523

Facsimile

+61 2 8232 4730

Email

[email protected]

Website

www.macquarie.com.au/mfg

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Glossary

Glossary ABN

Australian Business Number

AFSL

Australian Financial Services Licence

AML/CTF

Anti-Money Laundering and Counter-Terrorism Financing Act 2006

ASIC

Australian Securities and Investments Commission

Business Day

A day(s) on which banks in Sydney are open for normal banking business (other than Saturdays and Sundays)

Constitution Constitution of the Fund

20

CGT

Capital Gains Tax

FIF

Foreign Investment Fund

FOS

Financial Ombudsman Service Limited

Fund

Wellington Management Portfolios (Australia) — Global Value Equity Portfolio

GST

Goods and Services Tax

IDPS

Investor Directed Portfolio Service

IDPS Operator

Trustee or operator of an IDPS or similar service

Investment Manager

Wellington Management Company,

JPM

JPMorgan Chase Bank, n.a.

Macquarie

Macquarie Investment Management Limited

Macquarie Group

Macquarie Group Limited and its related companies

PDS

Product Disclosure Statement

Responsible Entity

Macquarie Investment Management Limited

TFN

Tax File Number

Wellington Management

Wellington Management Company,

WIM

Wellington International Management Company Pte Ltd

llp

llp

Copyright © 2009 Wellington Management Company, llp. All rights reserved.

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