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Product Disclosure Statement (PDS) Dated 7 December 2010 Responsible Entity Challenger Investment Services Limited (ABN 44 119 605 373) (AFSL 320505) Bentham Wholesale Investment Funds

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Product Disclosure Statement (PDS) Dated 7 December 2010

Responsible Entity Challenger Investment Services Limited (ABN 44 119 605 373) (AFSL 320505)

Bentham Wholesale Investment Funds

About this Product Disclosure Statement (PDS)This document provides information to help investors and their advisers assess the merits of investing in the Bentham Wholesale Funds (referred to collectively as the Funds or individually as the Fund) and to compare these Funds with other investment opportunities on offer. We have referred to the Funds as ‘wholesale’ Funds; however, as an investor in the Funds you will not necessarily be a wholesale client for the purposes of the Corporations Act 2001. The Funds to which this PDS relates are listed on the inside back cover of this PDS. No other Funds are offered in this PDS. We strongly encourage you to read this document in full before making an investment decision.

In preparing this PDS we did not take into account your particular investment objectives, financial situation or needs. As investors’ needs and aspirations differ, you should consider whether investing in the Funds is appropriate for you in light of your particular needs, objectives and financial circumstances. You may also wish to obtain independent advice, particularly about such individual matters as taxation, retirement planning and investment risk tolerance.

Additional information about the Funds is incorporated into this PDS and is provided separately at www.challenger.com.au/funds/PDS/BWF_IBR.pdf. We recommend that you also obtain and read this incorporated information before making an investment decision.

Updated informationThe information in this PDS is up-to-date at the time of preparation. However, some information and terms (see below) can change from time to time. If a change is considered materially adverse, we will issue a supplementary or new PDS.

For updated or other information about the Funds (such as performance), please consult your financial adviser, visit our website www.challenger.com.au or call our Investor Services team on 13 35 66. We will also send unitholders a copy of any incorporated information and updated information free of charge upon request.

Important noticesThis PDS relating to the Funds is dated 7 December 2010 and is issued by Challenger Investment Services Limited (ABN 44 119 605 373, AFSL 320505) (CISL, Challenger, we, us, our or the responsible entity). Challenger is responsible entity of the Funds and issuer of this PDS. Challenger’s ultimate parent is Challenger Limited (ABN 85 106 842 371).

Challenger has appointed Bentham Asset Management Pty Limited (ABN 92 140 833 674, AFSL 356199) (Bentham or the investment manager) as the investment manager of the Funds.

Neither Challenger nor any other member of Challenger Limited nor Bentham nor any sub-advisor guarantees the repayment of your capital or the performance of your investment or any particular taxation consequences of investing.

Challenger authorises the use of this PDS as disclosure to investors and potential investors who wish to access the Funds through an IDPS operator (referred to as indirect investors). This PDS may also be used for direct investment by IDPS operators. Please refer to ‘Indirect investors’ on page 22.

By investing in the Funds you confirm that you have received a copy of the current PDS to which this investment relates, that you have read it and agree to the terms contained in it, and that you agree to be bound by the terms of the current PDS and the current constitution of each Fund (each as amended from time to time).

The offer or invitation to subscribe for units in the Funds under this PDS is only available to persons receiving this PDS (electronically or otherwise) in Australia and New Zealand and is subject to the terms and conditions described in this PDS.

This PDS has been prepared to comply with the requirements of the laws of Australia and New Zealand. The distribution of this PDS in jurisdictions outside of Australia and New Zealand may be restricted by law, and persons who come into possession of this PDS should seek their own advice on, and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This PDS does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. We reserve the right to withdraw the offer or invitation to subscribe for units and withdraw this PDS. New Zealand investors should read ‘Important information for New Zealand investors’ on page 25.

Challenger reserves the right to change any terms and conditions with, in the case of an increase in fees, 30 days’ notice, otherwise generally notice will be provided before or as soon as practicable after the change occurs. We reserve the right to withdraw the offer or invitation to subscribe for units and withdraw this PDS.

All fees and costs quoted in this PDS, unless otherwise stated, are quoted inclusive of any Goods and Services Tax (GST) and net of Reduced Input Tax Credits equal to 75% of the GST in the price, which if available, effectively reduces the non-recoverable GST cost incurred on acquisitions from 10% to 2.5%.

ConsentThe following parties have provided their consent to the statements about them in the form and context in which they are included:

• BenthamAssetManagementPtyLimited(Bentham)

• CreditSuisseAlternativeCapital,Inc.NewYork(CSAC)

The above parties were not involved in the preparation and distribution of this PDS and are not responsible for the issue of this PDS, nor are they responsible for any particular part of this PDS, other than those parts that refer to them. They have not withdrawn their consent before the date of this PDS.

Contact details

Website www.challenger.com.au

By email [email protected]

By telephone Investor Services team 13 35 66

Adviser Services team 1800 621 009

By mail Challenger

Reply Paid 3698

Sydney NSW 2001

By fax 02 9994 7777

Table of contents

About Bentham 2

Features at a glance 3

Introduction 4

About the risks 6

About the Funds 8

Fees and other costs 14

Making, withdrawing and monitoring your investment 19

Additional information 23

Important information for New Zealand investors 25

Application form checklist 26

Application forms 31

2 Bentham Wholesale Investment Funds

About Bentham

Bentham is an investment manager based in Sydney specialising in global credit investment. The company was founded by Richard Quin, Nik Persic and Mark Fabry. Prior to establishing Bentham, the founders worked together as part of Credit Suisse Alternative Capital, Inc. where Richard Quin held the role of Portfolio Manager. Bentham manage three Funds; the Bentham High Yield Fund, the Bentham Global Income Fund and Bentham Syndicated Loan Fund.

Bentham’s investment philosophy is based on a strong credit culture and a systematic investment process - with a focus on preservation of principal and protection against downside risk. The team have a strong track record of managing global diversified fixed interest portfolios and are well resourced with market leading risk portfolio systems.

For more information on Bentham, please visit their website www.benthamam.com

Challenger is the responsible entity of the Funds and issuer of this PDS. All correspondence pertaining to your investment will be issued by Challenger and you should contact Challenger with any queries regarding your investment. Challenger has appointed Bentham as the investment manager of the Funds.

Bentham Wholesale Investment Funds 3 2 Bentham Wholesale Investment Funds

Features at a glance

See sectionMinimum transaction and balance requirements per Fund1

‘Making, withdrawing and monitoring your investment’ on pages 19 to 22.

Initial investment $10,000 per Fund or $1,000 when a Regular Savings Plan is establishedAdditional investment $1,000 per FundRegular Savings Plan $100/per month (with an initial investment of $1,000)Switching $1,000 per switch (minimum balance must be maintained)Minimum withdrawal $1,000 per Fund (minimum balance must be maintained)Minimum balance $10,000 per Fund or $1,000 when a Regular Savings Plan is establishedFees and other costs2

‘Fees and other costs’ on pages 14

to 18.

Contribution fee NilWithdrawal fee NilSwitching fee NilManagement fee 0.72% p.a. to 0.77% p.a. (depending on the Fund)Estimated reimbursable expenses 0.05% p.a. to 0.07% p.a. (depending on the Fund)Abnormal expenses Under the constitutions of the Funds we may recover any abnormal

expenses (such as the costs of unitholder meetings) from the relevant Fund.

Transaction costs The Funds may be reimbursed for transaction costs incurred from trading in a Fund’s portfolio (such as settlement costs) from the relevant Fund.

Buy/sell spreads As at the date of this PDS 0.45%–0.50% per transaction (depending on the Fund and our discretion).

Risks of investing in the Funds A degree of risk applies to all types of investments, including investments in these Funds. The significant risks are described on pages 6 and 7.

‘About the risks’ on pages 6 and 7.

Making and withdrawing your investment

‘Making, withdrawing and monitoring your investment’ on pages 19 to 22.

Investment and withdrawing Generally, you can invest or withdraw at any time subject to certain limits in the relevant Fund’s constitution and this PDS (refer to pages 19 to 22).

Transaction cut-off times Valid transaction requests must be received by us prior to 3.00pm Sydney time to be processed that day and withdrawal requests will usually be paid within five business days.

Distribution payments

‘Additional information’ on pages 23

and 24.

Frequency Monthly for the Bentham Wholesale Global Income Fund and Bentham Wholesale Syndicated Loan Fund.

Quarterly for the Bentham Wholesale High Yield Fund.

There may be periods in which reduced or no distributions are paid and we do not guarantee any level of distributions.

Payment methods Reinvested into the relevant Fund as additional units or paid to your nominated account.

Valuations and pricing ‘Additional information’ on pages 23

and 24.

Valuing the Fund’s assets Each Fund’s assets are usually valued each NSW business day.Unit pricing Unit prices are usually calculated each NSW business day.

Investor reporting‘Making

withdrawing and monitoring your investment’

on pages 19 to 22.

Transaction confirmations We generally send transaction confirmations for investments, switches and withdrawals.

Regular reporting We send quarterly periodic statements as at 31 March, 30 June, 30 September and 31 December with details of transactions and any income distributions.

Annual tax reporting We send an annual tax statement.

1 We may at our discretion accept lower minimum transaction and balance amounts.

2 For certain wholesale clients (as defined in the Corporations Act 2001) we may, at our discretion, negotiate, rebate or waive all or part of our fees.

4 Bentham Wholesale Investment Funds

Overview The Bentham Wholesale Investment Funds are managed funds which can provide investors with access to major asset classes and investment expertise.

This PDS offers the following Funds:

• BenthamWholesaleGlobalIncomeFund;

• BenthamWholesaleSyndicatedLoanFund;and

• BenthamWholesaleHighYieldFund.

For detailed information on each Fund’s investments and how they are managed, refer to the ‘Fund Profiles’ on pages 10 to 12.

Challenger Investment Services Limited (Challenger) is the responsible entity of the Funds. Bentham Asset Management Pty Limited (Bentham), a boutique investment management firm, is the investment manager of the Funds and Credit Suisse Alternative Capital, Inc. New York (CSAC) acts as sub-advisor for the Bentham Wholesale Syndicated Loan Fund and the Bentham Wholesale High Yield Fund.

ChallengerChallenger is the responsible entity for the Funds and issuer of this PDS. As responsible entity, Challenger issues units in the Funds and is legally responsible under the Corporations Act 2001 to the members of the Funds for the operation of the Funds.

Challenger is a member of Challenger Limited. Challenger Limited offers significant depth and breadth of investment expertise, with an established team of in-house investment professionals as well as relationships with quality investment partners. This means that it can offer a range of products to help meet your investment needs, across not only a variety of asset classes, but also across different investment styles.

BenthamBentham is a boutique investment manager based in Sydney specialising in global credit investment.

The company was founded by Richard Quin, Nik Persic and Mark Fabry. Prior to establishing Bentham, the founders worked together as part of Credit Suisse Alternative Capital, Inc. where Richard Quin held the role of Portfolio Manager for the Funds offered in this PDS.

Bentham’s investment philosophy is based on a strong credit culture and a systematic investment process with a focus on preservation of principal and protection against downside risk.

CSAC The Bentham Wholesale High Yield Fund and the Bentham Wholesale Syndicated Loan Fund are currently sub-advised by CSAC, an SEC Registered Investment Advisor and indirectly wholly owned subsidiary of Credit Suisse Group AG. CSAC is one of the largest and experienced non-investment grade credit managers in the United States and Western Europe. Through its management of diversified portfolios of senior secured loans and high yield bonds, CSAC seeks to provide investors with reasonable risk-adjusted returns.

Up-to-date information about the Funds You can obtain up-to-date Fund performance, actual asset allocations and Fund size information by contacting your financial adviser, visiting www.challenger.com.au or calling our Investor Services team. A paper copy of any updated information will be given to you, without charge, on request by calling our Investor Services team.

Introduction

Bentham Wholesale Investment Funds 5 4 Bentham Wholesale Investment Funds

Continuous disclosure We, as responsible entity of the Funds, are subject to continuous disclosure obligations that require us to make material information available to investors. You can obtain a copy of each Fund’s continuous disclosure information by visiting www.challenger.com.au. A paper copy of any continuous disclosure information will also be given to you, without charge, on request.

Changes to investment policy The constitution of each Fund permits a wide range of investments and gives us, as responsible entity, broad investment powers. We may change the investment manager and/or vary the investment objectives, strategies, benchmarks, asset allocation ranges and processes of each Fund set out in this PDS. We will give unitholders written notice of any material variation we believe they would not have reasonably expected.

Incorporated informationAdditional information is provided separately to this PDS and is taken to be incorporated into the PDS. The incorporated information is available on our website at the specified link www.challenger.com.au/funds/PDS/BWF_IBR.pdf. A paper copy of any incorporated information will be given to you, without charge, on request.

All incorporated information should be read in conjunction with the PDS before making an investment decision.

6 Bentham Wholesale Investment Funds

What are the risks of investing? Risk can mean different things to different people. It can mean the risk that your investment goals may not be met, that your investment may fail to achieve the returns that you expect and/or may suffer substantial declines in value.

Risk is also often defined as investment volatility. This refers to the extent to which an investment varies in value over a given period. Often investments offering higher levels of return also exhibit higher levels of short-term volatility.

A degree of risk applies to all types of investments, including investments in the Funds. Diversifying your investments across different asset classes can help reduce volatility and ensuring you select an investment that matches your investment timeframe can also help you manage risk.

Before investing it is important to consider such things as the risks involved in investing in the Funds, how these risks compare with risks of other investments, how comfortable you are in exposing your investment to risk, and the extent to which the Funds fit into your overall financial plan.

Significant investment risksBrief descriptions of the significant risks associated with investing in each Fund are listed below. A more detailed explanation of each risk is available under ‘Significant investment risks’ at www.challenger.com.au/funds/ PDS/BWF_IBR.pdf.

Counterparty riskThe risk the other party to a contract (such as a derivatives, physical security trade or foreign exchange contract) fails to perform their contractual obligations.

Credit riskThe risk that a security’s issuer may not meet its financial obligations such as paying interest and repaying capital in full and/or on time.

Currency riskThe risk that changes in the relative values of foreign currencies may negatively impact the returns of your investment.

Derivative riskWhile the use of derivatives can offer the opportunity for higher returns for the Funds, they can also magnify losses to the Funds.

Equity investment riskReturns from equity investments (both Australian and globl) such as listed securities, including real estate investment trusts, are affected by sentiment and other factors that may impact the performance of the security.

Fixed interest and credit investments riskFixed interest securities and credit investments are affected by many of the risks outlined in this risk section such as interest rate risk and credit risk.

Fund riskThe risk that changes to a Fund, such as changes to fees or termination of a Fund can affect your potential investment return.

Interest rate riskThe risk that changes in interest rates may have an adverse impact on the capital value or income of a security.

Investment manager riskThe risk that the investment style, investment decisions or changes in personnel of the investment manager could impact the investment returns of a Fund.

Liquidity riskThe risk that the investments of a Fund may become illiquid, or a Fund itself becomes illiquid.

Market riskThe risk that changes in markets can negatively affect the investment return of particular assets.

About the risks

Bentham Wholesale Investment Funds 7 6 Bentham Wholesale Investment Funds

Significant investment risks (continued)

Regulatory riskThe risk that changes in government policies, regulations and laws may affect the value or tax treatment of your investment in a Fund or its assets or trading strategy.

Service provider riskFunds are, to a certain extent, reliant on external service providers in connection with their operation, such as custodians and the sub-advisory managers appointed in respect of the Funds.

Withdrawal riskThe risk that we may not meet the generally applicable timeframe for withdrawal requests and may deem a Fund illiquid.

8 Bentham Wholesale Investment Funds

About the Funds

Important investment termsBelow provides definitions of important investment terms to help you understand the Fund Profiles of each Fund.

Investment term Definitionasset backed securities (ABS) Security whose coupon (interest payments) and principal payments originate from

a specific pool of assets (i.e. mortgages, credit card debt, auto loans etc). bottom-up investing When making a decision to invest in a company, a bottom-up approach focuses on

a specific company rather than on the industry in which that company operates or on the economy as a whole.

cash Cash and short-term securities include cash, deposits and short-term bank bills. Cash traditionally produces a stable investment return (through the payment of interest).

collateralised debt obligation (CDO)

Is a security which is secured by an investment in a diversified pool of assets. The underlying pool of assets owned by a CDO are generally fixed-income assets. There are different risk classes (or tranches) of CDO based on the underlying pool of assets. The underlying collateral pool of assets owned by a CDO is funded on the liability side by the issuance of credit-tranched, structured bonds, secured by the collateral pool of assets. The capitalisation of a CDO includes one or more tranches of investment grade debt, below investment grade debt and equity interests.

collateralised loan obligation (CLO)

Invests in a diversified pool of corporate bank loans (the collateral pool of assets). The collateral pool of assets owned by a CLO is funded on the liability side by the issuance of credit-tranched, structured bonds, secured by the collateral pool of assets. The capitalisation of a CLO includes one or more tranches of investment grade debt, below investment grade debt and equity interests.

equity delta The ratio that compares the change in the price of a derivative to the corresponding change in the price of an underlying asset.

fixed interest securities Fixed interest securities represents loans to government, banks and corporate organisations. In return for the loan, the borrower generally pays a set rate of interest for an agreed length of time. Once the term of the loan has expired, the security can usually be redeemed for cash. Fixed interest securities generally provide stable, regular income with the potential for capital growth on the original capital invested.

hybrid securities Hybrid securities may have aspects of both equity and fixed interest investments, offering a fixed or floating return over a set timeframe with the option of converting to shares at maturity. These hybrids allow investors the opportunity to participate in the appreciation of the underlying shares, with the protection of receiving regular income.

high yield bonds A non-investment grade corporate bond. The average rating of the high yield index can vary from BB–/Ba3 to B–/B3. High yield bonds are often unsecured and may be subordinated to other debt of the issuer.

investment grade securities These are investment grade assets that are rated BBB-/Baa3 or better. The credit ratings assigned by rating agencies represent an assessment of the borrower’s creditworthiness, that is, its ability to make interest and principal payments to holders. Investment grade borrowers generally pay lower interest rates than lower rated borrowers as their financial position is generally stronger.

Bentham Wholesale Investment Funds 9 8 Bentham Wholesale Investment Funds

Important investment terms (continued)

Investment term Definition

non-investment grade securities

These are non-investment grade assets (generally with a rating of below BBB-/Baa3) or are unrated and of comparable quality. The credit ratings assigned by rating agencies represent an assessment of the borrower’s creditworthiness, that is, its ability to make interest and principal payments to holders. Non investment grade borrowers must pay higher interest rates than higher rated borrowers as their financial position is not as strong.

non-rated securities A bond that has not been rated by a large rating agency, usually because the issue is too small.

SEC United States Securities and Exchange Commission. shares Shares (also known as equities) represent a part ownership in a company.

Shareholders may be entitled to some of the company’s profits if the company distributes income (dividends). Shareholders may also expect some capital growth if the share price rises, and capital losses may also occur if the share price falls.

syndicated loans Syndicated loans are loans made to commercial enterprises by a group of lenders. They are structured, arranged, and typically managed by one or several commercial or investment banks known as arrangers. The arranger raises investor dollars for a borrower in need of finance and is paid a fee by the borrower. The loans are normally secured by charges over the borrower’s assets.

The interest payable on a syndicated loan is generally determined periodically on the basis of a floating base rate plus a margin. Syndicated loans held by a Fund will have an interest rate reset period of between one and 12 months which means their value is not as sensitive to interest rate fluctuations as many fixed interest securities.

Syndicated loans have the potential to offer attractive yields while providing for greater protection from capital loss relative to unsecured debt. Syndicated loans are typically the most senior ranked debt in a company’s capital structure and usually have the shortest maturity. Syndicated loans may be and often are repaid before the maturity date in certain market conditions.

Syndicated loans, in almost all cases, impose limits and strict financial covenants on the activities of the borrower. Syndicated loan holders are therefore almost always the first in line among non-mortgage creditors (subject to statutory priorities) and usually can renegotiate with the borrower before the loan becomes severely impaired.

top-down investing When making a decision to invest in a company, a top-down approach focuses on the the economy and financial world in an attempt to identify which industries are forecasted to outperform the market (not the individual company or companies).

10 Bentham Wholesale Investment Funds

Fund ProfilesBentham Wholesale Global Income Fund

Investment manager Bentham

Suggested minimum investment timeframe

At least three years

Benchmark 50% UBSA Composite Bond Index 50% UBSA Bank Bill Index

Distribution frequency Monthly

Investment objective The Fund aims to provide exposure to global credit markets and to generate income with some potential for capital growth over the medium to long-term. The Fund aims to outperform its composite benchmark over the suggested minimum investment timeframe.

Investment strategy The Fund is actively managed and focused on generating stable investment income by providing a diversified exposure to domestic and global credit markets.

Bentham seeks to add value through actively managing allocations across different credit sectors, trading of individual securities and managing risk.

Investment approach Bentham manages the Fund on a top-down basis. Active allocations are made according to quarterly forecasts of prospective risk-adjusted returns. Drawing on a combination of both experience and strong relationships with specialist investment managers, Bentham seek out and identify global investment opportunities in credit markets with the aim to generate income with some potential for capital growth.Investments are actively managed with allocations across different credit sectors, trading of individual securities, managing of interest rate risk and currency risk. Bentham utilise a bottom-up analysis to select individual investments based on credit fundamentals and market information. The Fund must maintain a minimum investment of 50% in investment grade rated securities. Bentham aim to minimise credit risk with a focus on capital preservation and a high diversity of investments which would otherwise be difficult to achieve without access to global markets.

Investment universe The Fund invests in global credit and fixed interest markets. The Fund’s investments include but are not limited to Australian and global hybrid securities, global high yield bonds, global syndicated loans, investment grade securities, global capital securities, asset backed securities, equities and derivatives. The Fund use derivatives as a risk management tool, which include but not limited to currency swaps, interest rate swaps and credit default swaps.

Portfolio construction The final portfolio reflects Bentham’s rigorous fundamental approach to credit portfolio management. Portfolio construction guidelines promote diversification and credit quality by limiting the maximum portfolio exposure to any single issuer to 2% of the net asset value of the Fund (for non-investment grade securities). The Fund has a minimum exposure of 50% in investment grade securities.The Fund may have a net short credit exposure which is not to exceed 35% of the portfolio. The Fund may have up to 10% physical exposure to equity securities and a net portfolio equity delta of 0.3.

Currency strategy The Fund aims to fully hedge any foreign currency exposure back to the Australian dollar. Please refer to ‘Currency risk’ on page 6 for information on currency risk.

Asset allocation ranges Australian hybrids 0%–50% Global hybrids (global/Euro convertible bonds) 0%–40% Global loans (including syndicated loans) 0%–50% Global high yield bonds 0%–30% Investment grade credit (including global bonds) 0%–75% (includes global corporates and asset backed securities) Cash 0%–30% These ranges are based on net exposures and may vary according to hedging.

Bentham Wholesale Investment Funds 11 10 Bentham Wholesale Investment Funds

Fund ProfilesBentham Wholesale Syndicated Loan Fund

Investment manager Bentham

CSAC is an appointed sub-advisor and is responsible for security selection.

Suggested minimum investment timeframe

At least three years

Benchmark Credit Suisse Leveraged Loan Index (hedged into AUD).

Distribution frequency Monthly

Investment objective The Fund aims to achieve investment returns above its benchmark over the suggested minimum investment timeframe.

Investment strategy The Fund is actively managed and aims to provide exposure to high yielding investments primarily through the US syndicated loan market (non-investment grade securities) with limited exposure to US corporate debt securities that are rated below investment grade (high yield bonds) and collateralised debt obligations. The Fund seeks to add value through loan selection and industry rotation, while maintaining a highly diversified portfolio.

Investment approach The Fund uses a bottom-up analysis to select individual investments and employs a conservative approach to credit selection emphasising preservation of principal. Investments are made in different industries, issuers and geographies. Loans are managed on the belief that returns above benchmark are driven by a strong credit culture and a systematic investment process. Security selection is based on relative value within the capital structure of comparable companies and industries. The preservation of principal and protection against downside risk plays an important role in the investment process. The Fund has a high level of industry and issuer diversification.

Investment universe The Fund typically invests in the senior secured syndicated loan market but may have limited exposure to other credit investments including, but not limited to senior loans, second lien loans, high yield bonds, credit default swaps and collateralised debt obligations. The Fund’s investments are typically denominated in United States dollar but may also be denominated in but not limited to Australian dollar, Euro and Great British Pound. The Fund may also use derivatives as a risk management tool, which include but not limited to currency swaps, interest rate swaps and credit default swaps.

Portfolio construction The portfolio reflects a rigorous fundamental approach to credit portfolio management. Portfolio construction guidelines promote diversification by limiting the:

• maximumportfolioexposuretoanysingleissuerto2%ofthenetassetvalueoftheFund (for non-investment grade securities);

• maximumportfolioexposuretoanysingleindustrysectorto10%;and

• minimumnumberofissuerexposuresto60.

Currency strategy Bentham aims to fully hedge any foreign currency exposure back to the Australian dollar. Please refer to ‘Currency risk’ on page 6 for information on currency risk.

Asset allocation ranges Syndicated loans 60%–100% High yield bonds 0%–15% Non-rated securities 0%–10% Collateralised debt obligations 0%–10%

These ranges are based on net exposures and may vary according to hedging. The Fund will also generally include an exposure to cash at bank.

12 Bentham Wholesale Investment Funds

Fund ProfilesBentham Wholesale High Yield Fund

Investment manager Bentham

CSAC is an appointed sub-advisor and is responsible for security selection.

Suggested minimum investment timeframe

At least three years

Benchmark Merrill Lynch High Yield Cash Pay Constrained Index (hedged to AUD)

Distribution frequency Quarterly

Investment objective The Fund aims to outperform its benchmark over the suggested minimum investment timeframe.

Investment strategy The Fund is actively managed and aims to provide higher returns than traditional fixed income investments through investing in a diversified portfolio of US corporate debt securities which are rated below investment grade (high yield bonds). The Fund consists primarily of US high yield bonds with limited exposure to syndicated loans and collateralised debt obligations. The investment manager seeks to add value through active allocations between individual securities and industries, while maintaining a highly diversified portfolio.

Investment approach The Fund uses bottom-up analysis to select individual investments and employs a conservative approach to credit selection emphasising preservation of principal.

High yield bonds are managed on the belief that returns above benchmark are driven by a strong credit culture and a systematic investment process. Security selection is based on relative value within the capital structure of comparable companies and industries. The preservation of principal and protection against downside risk plays an important role in the investment process. The Fund has a high level of industry and issuer diversification.

Investment universe The Fund typically invests in US high yield bonds but may have limited exposure to other credit investments including syndicated loans, credit default swaps and collateralised debt obligations. As part of the acquisition of corporate debt securities, the Fund may also gain exposure to equity securities. The Fund may also use derivatives as a risk management tool, which include but not limited to currency swaps, interest rate swaps and credit default swaps.

Portfolio construction The portfolio reflects a rigorous fundamental approach to credit portfolio management. Portfolio construction guidelines promote diversification by limiting the:

• maximumportfolioexposuretoanysingleissuerto2%ofthenetassetvalueoftheFund (for non-investment grade securities);

• maximumportfolioexposuretoanysingleindustrysectorto12%;and

• minimumnumberofissuerexposuresto50.

Currency strategy Bentham aims to fully hedge any foreign currency exposure back to the Australian dollar. Please refer to ‘Currency risk’ on page 6 for information on currency risk.

Asset allocation ranges Debt securities 0%–100% Equity securities 0%–5% Cash 0%–100%

These ranges are based on net exposures and may vary according to hedging. The Fund will also generally include an exposure to cash at bank.

Bentham Wholesale Investment Funds 13 12 Bentham Wholesale Investment Funds

Additional information about the Fund

Currency strategyAs the Funds have exposure to international assets, certain strategies may be implemented by the investment manager to limit the risk of adverse currency movements. These currency strategies are outlined in the relevant Fund Profiles on pages 10 to 12. Currency movements can significantly affect the value of any investment both negatively and positively (refer to ‘Currency risk’ on page 6).

BorrowingsBentham will generally not borrow on behalf of the Funds. For information on circumstances where Bentham may borrow and the terms and conditions under which the Funds may borrow refer to ‘Borrowings’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Labour standards or environmental, social or ethical considerationsNeither we nor Bentham generally take into account labour standards or environmental, social or ethical considerations when buying, retaining or selling underlying investments. For further information refer to ‘Labour standards or environmental, social or ethical considerations’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Derivatives While the Funds’ constitutions allow the use of derivatives, Bentham does not intend to gear the Funds through the use of derivatives. Derivatives will only be used to gain exposure when they offer a more cost effective way of purchasing the underlying security. For further information on the circumstances in which the Funds may use derivatives refer to ‘Derivatives’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.You should refer to ‘Derivative risk on page 6 for information on the risks associated with using derivatives.

Asset allocation ranges The Funds gain exposure to various investment markets and asset classes by investing into direct assets and/or indirectly via managed funds. Any reference to assets or investments held by the Funds may include assets held by underlying funds and not held directly. References to asset allocations are references to the exposure of a particular Fund, not necessarily the physical unit or security held.

The Fund Profiles on pages 10 to 12 show indicative asset allocations for each Fund. If market movements, applications into or withdrawals from a Fund, or changes in the nature of an investment, cause a Fund to exceed the indicative asset allocations or a limit set out in this PDS, this will be addressed by us or the investment manager as soon as reasonably practicable.

14 Bentham Wholesale Investment Funds

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 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 you may be charged and applies to each of the Funds offered through this PDS. These fees and costs may be deducted from your money, from the returns on your investment or from the relevant Fund assets as a whole. Taxes are set out under ‘Taxation considerations’ on page 23. You should read all the information about fees and 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 Fund1

Establishment fee: The fee to open your investment Nil Not applicable

Contribution fee: The fee on each amount contributed to your investment

Nil Not applicable

Withdrawal fee: 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

Management costs: The fees and costs for managing your investment

• Managementfees2

• Estimatedreimbursableexpenses3

0.72%–0.77% p.a. (depending on the Fund)

0.05%–0.07% p.a. (depending on the Fund)

Management costs include the management fee and the reimbursable expenses expressed as a percentage of the net assets of the relevant Fund. This amount does not include any abnormal expenses (if charged). Management fees and reimbursable expenses are deducted from the relevant Fund’s assets, accrued daily and paid monthly in arrears.Refer to ‘Management costs’ on page 15 for more information.

Service fees4

Investment switching fee: The fee for changing investment options

Nil Not applicable

1 You may incur a buy/sell spread when your money moves in or out of a Fund. Refer to ‘Buy/sell spreads’ on page 16.2 For certain wholesale clients (as defined in the Corporations Act 2001) we may, at our discretion, negotiate, rebate or waive all or part of our fees.

Please refer to ‘Can fees be different for different investors?’ on page 16. 3 We may also recover any abnormal expenses from the Funds. Please refer to ‘Abnormal expenses’ on page 15. 4 Incidental fees may also apply. Refer to ‘Incidental fees’ on page 16 for more information.

Fees and other costs

Bentham Wholesale Investment Funds 15 14 Bentham Wholesale Investment Funds

Additional explanation of fees and costs Management costs Management costs comprise the additional fees or costs that an investor incurs by investing in a Fund rather than investing directly in the underlying assets.

Management costs include the management fee, reimbursable expenses and abnormal expenses. They do not include the transaction and operational costs, buy/sell spreads or other costs that an investor would ordinarily incur when investing directly in the underlying assets.

Management costs are payable from the relevant Fund’s assets and are not paid directly from your account.

The management costs for a Fund are based on current financial information. For details of the maximum fees permitted under the constitution of each Fund, please refer to ‘Can fees change?’ on pages 17 and 18.

Management fee This is the fee charged for managing the investments, overseeing the Funds’ operations and providing access to the Funds. This fee includes fees paid to external service providers and other expenses but excludes buy/sell spreads and transaction and operational costs.

The current management fee charged for each Fund are provided in the ‘Management costs for the Funds’ table below.

Reimbursable expenses Under the constitution of each Fund, we are entitled to recover costs incurred in the performance of our duties as responsible entity of the Funds and in the administration and management of the Funds. These reimbursable expenses include charges, fees, expenses, commissions, liabilities and losses associated with the relevant Fund.

Abnormal expenses The constitution of each Fund also allows us to be indemnified for any abnormal expenses incurred by each Fund. Abnormal expenses are those costs that are not normally incurred during the day-to-day operations of each Fund and may include for example, costs of holding a unitholder meeting and any costs associated with defending or pursuing legal proceedings. We meet all ongoing expenses, but reserve the right to be additionally reimbursed from the relevant Fund for any items and expenses of an extraordinary nature that are not day-to-day expenses. Abnormal expenses are not subject to a maximum limit under the constitutions of the Funds.

Management costs for the Funds The table below sets out the management cost that may be charged for each Fund. The total management costs for a Fund, also known as an Indirect Cost Ratio (ICR), are the annual measure of the management costs deducted from the assets for that Fund, expressed as a percentage of the average annual value of that Fund.

FundManagement fee

(% p.a.)

Estimated reimbursable expenses1

(% p.a.)

Total ongoing management costs2

(% p.a.)Bentham Wholesale High Yield Fund 0.72 0.07 0.79Bentham Wholesale Global Income Fund 0.72 0.05 0.77Bentham Wholesale Syndicated Loan Fund 0.77 0.07 0.84

1 The estimated reimbursable expenses are based on the current reimbursable expenses charged for the Funds. This amount is not an indication or guarantee of the amount that may be charged in the future. Reimbursable expenses and therefore total management costs may vary each year. Please refer to ‘Reimbursable expenses’ above for more information.

2 Excluding any abnormal expenses (refer to ‘Abnormal expenses’ above).

16 Bentham Wholesale Investment Funds

Buy/sell spreadsThe buy/sell spread is a type of transaction cost that may include brokerage, stamp duty, underlying security buy/sell spreads and other government taxes or charges. The purpose of the buy/sell spread is to ensure that only those investors transacting in the relevant Fund’s units at a particular time bear that Fund’s costs of buying and selling the Fund’s assets as a consequence of their transaction.

The buy/sell spread for each Fund is stated as a percentage of the net asset value of the relevant Fund and is the difference between the investment price and withdrawal price of units. It reflects the investment manager’s estimate of the transaction costs expected to be incurred in buying and selling the relevant Fund’s assets as a result of investments and withdrawals made by investors.

Our estimate of transaction costs may take into account factors such as (but not limited to) historical transaction costs and anticipated levels of investments and withdrawals. It is expected that brokerage will make up the vast majority of transaction costs.

The current buy/sell spreads are provided in the ‘Buy/sell spread of the Funds’ table opposite. A different buy/sell spread may apply if we change our estimate.

We have discretion to waive or reduce the transaction costs on investments or withdrawals where we incur no costs, or reduced costs. We will provide notification to unitholders of any changes to buy/sell spread transaction costs on our website www.challenger.com.au.

Please note that while the buy/sell spread is an additional cost to you, it is not a fee paid to us. It is paid to the relevant Fund and is reflected in that Fund’s unit prices.

Buy/sell spread example

• ThecurrentbuyspreadoninvestmentintheBenthamWholesale Syndicated Loan Fund is 0.45%. Therefore, the cost of an investment of $50,000 into the Fund would be $225.

• ThecurrentsellspreadonwithdrawalfromtheBentham Wholesale Syndicated Loan Fund is 0.45%. Therefore, the cost on a withdrawal of $50,000 from the Fund would be $225.

Please note that this is just an example. In practice, actual transaction costs will depend on the amount you invest or withdraw.

Buy/sell spread of the Funds

FundCurrent buy/

sell spread (%)Bentham Wholesale High Yield Fund +0.50/-0.50Bentham Wholesale Global Income Fund

+0.45/-0.45

Bentham Wholesale Syndicated Loan Fund

+0.45/-0.45

Incidental fees Bank fees in relation to your investment may be payable. These bank fees are withdrawn from your investment by deducting units at the time of the fee being incurred. If you are investing via direct credit and you have confirmed that funds have been sent to our applications bank account, we will also pass on any overdraft fees we may be charged as a result of non-receipt of funds.

Can fees be different for different investors? Yes, we may negotiate, rebate or waive fees for wholesale clients (as defined in the Corporations Act 2001). We do not negotiate fees with retail investors.

Borrowing costsBorrowing costs are the costs associated with borrowing money or securities. The Funds may enter into borrowing facilities and, if so, the costs of the borrowing facility would be borne by unitholders in the relevant Fund and not included in the management costs set out on page 14.

Government charges and GST Government taxes such as stamp duty and GST may be applied as appropriate. Please refer to ‘Taxation considerations’ on page 23 for more information.

Bentham Wholesale Investment Funds 17 16 Bentham Wholesale Investment Funds

Adviser remunerationCommissions and other payments

We may pay fees from our resources to some investor directed portfolio service (IDPS) operators because they offer the Funds on their investment menus. These fees may be rebated to you or retained by your IDPS operator and include:

• foreachIDPSoperator,productaccesspaymentsofup to $5,500 p.a. per Fund; and/or

• fundmanagerpaymentsofupto0.55%p.a.oftheamount invested by the IDPS operator in the Fund(s).

If we do pay fees, we will pay them from our own resources so that they are not an additional cost to the Funds or their investors. These amounts are current at the date of this PDS.

Indirect (or alternative form) remuneration

We may pay fees or provide other financial assistance (for seminars, client mailings, co-operative advertising, postage etc) to other financial services intermediaries. These may be a fixed dollar amount or a percentage of the funds invested. If we do, we will make these payments from our own resources so that they are not an additional cost to the Funds or investors.

We maintain a register (in compliance with the IFSA/FPA Industry Code of Practice on Alternative Forms of Remuneration) summarising alternative forms of remuneration that are paid or provided to certain advisers. If you would like to review this register please contact us.

Additional adviser service fees

Although this is not paid from the Funds, you and your financial adviser may agree that you will pay your financial adviser an additional fee. The adviser service fee may be an amount of up to 1.1% p.a. of your account balance, negotiated with your financial adviser and to be calculated and paid on a monthly basis. You and your financial adviser may agree to this fee being deducted from your account for the provision of ongoing services in relation to your investment. Where you agree to pay your

financial adviser an adviser service fee, you also authorise us to withdraw units you hold in the Funds to pay this fee to your financial adviser on your behalf. There may be capital gains or capital losses consequences on the withdrawal. You can nominate the Fund from which this fee will be deducted.

We will not deduct the adviser service fee if your balance in the relevant Fund is less than $1,000. If your balance in the relevant Fund has fallen below $1,000 we will attempt to deduct the adviser service fee from the next Fund in which you are invested (assuming it has a balance of greater than $1,000), according to the order of Funds listed on the inside back cover of this PDS. If no Funds have a balance of greater than $1,000, we will not deduct the adviser service fee.

Where you hold units in more than one Fund and you do not nominate the Fund from which the fee will be deducted, we will deduct it from the first Fund you hold in the order listed on the inside back cover of this PDS.

The adviser service fee is not applicable to New Zealand investors.

Additional adviser service fee example

If your account balance in a Fund is $50,000, and you agree to pay a maximum adviser service fee of 1.1% p.a., this will equate to $45.83 per month. You or your financial adviser may cancel the adviser service fee at any time.

Can fees change? All fees can change. Reasons for this might include changing economic conditions and changes in regulation. We will give unitholders 30 days’ written notice of any proposed increase in fees. We cannot charge more than the Funds’ constitutions allow. If we wish to raise fees above the amount allowed for in the Funds’ constitutions, we would need the approval of unitholders.

The current fees charged are set out on page 14. Under the constitution of each Fund we are presently entitled to charge the following maximum fees (GST can be added to all these fees if applicable).

18 Bentham Wholesale Investment Funds

Fee Maximum amount

Contribution fee (currently not charged)1

6.00% of the contribution

Management fee 2.00% p.a. of the relevant Fund’s net asset value

Withdrawal fee (currently not charged)

6.00% of the withdrawal amount

Switching fee (currently not charged)

2.00% of the amount switched

Transfer fee (currently not charged)

2.00% of the amount transferred

1 Referred to as a ‘Selling fee’ in the constitution of each Fund.

The constitution for each Fund permits us to charge a trustee fee of 0.04% p.a. of the value of a Fund that is invested in any of the other Funds, plus 0.10% p.a. of the value of the balance of that Fund, or, in certain circumstances specified in the constitution, an amount no greater than an amount based on $15,000 per applicable Fund adjusted for inflation since 1992. We are also entitled to be reimbursed for certain fees and expenses of a custodian or sub-custodian up to a maximum of 1% of the net asset value of the Funds. It is not our current intention to charge these fees for these Funds. However, should we propose to change this we will give unitholders 30 days’ written notice of the change.

We also reserve the right to waive or reduce any of the fees and costs described in this PDS without prior notice.

Example of annual fees and costsThis table gives an example of how fees and costs in the Funds can affect your investment over a one-year period. You should use this table to compare this product with other managed investment products. Please note that this is just an example. In practice, the actual investment balance of an investor will vary daily and the actual fees and expenses we charge are based on the value of that Fund, which also fluctuates daily.

Example – Bentham Wholesale Balance of $50,000 with a contribution of $5,000 Syndicated Loan Fund Amount during year

Contribution fees 0.00% For every $5,000 you put in, you will be charged $0.

Plus Management costs •Managementfee 0.77% And, for every $50,000 you have in the Fund you will be charged $385 each year.

•Estimatedreimbursableexpenses1 0.07%1 And, for every $50,000 you have in the Fund, you will be charged $35 each year.

Equals Cost of the 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 would be charged fees from:

$420 to $4622

What it costs you will depend on the investment option you choose and the fees you negotiate with your fund or financial adviser.

1 The estimated reimbursable expenses are based on the current reimbursable expenses charged for the Funds. This amount is not an indication or guarantee of the amount that may be charged in the future. Reimbursable expenses and therefore total management costs may vary each year. Please refer to ‘Reimbursable expenses’ on page 15 for more information.

2 Additional fees may apply. Please refer to ‘Incidental fees’ on page 16.

Bentham Wholesale Investment Funds 19 18 Bentham Wholesale Investment Funds

Minimum amounts1 How to Cut-off timesFor more

informationInitial investment

$10,000 per Fund or $1,000 per Fund with a Regular Savings Plan

• completedandsignedapplicationformfrom a current PDS;

• chequemadepayableto‘CISLApplication Account <insert name of investor(s)>’;

• requiredcustomeridentityverificationdocuments (refer to www.challenger.com.au/funds/PDS/BWF_IBR.pdf).

Received by us by 3.00pm (Sydney business day) to receive the unit price for that business day (when available).

’Additional information

about making an investment’ on page 21.

‘Customer Identification Program’ on

page 21.One-off additional investment

$1,000 per Fund • completedandsignedapplicationformfrom a current PDS;

• chequemadepayableto‘CISLApplication Account <insert name of investor(s)>’

Received by us by 3.00pm (Sydney business day) to receive the unit price for that business day (when available).

’Additional information

about making an investment’ on page 21.

Regular Savings Plan

$100/month (with an initial investment of $1,000)

• completetherelevantsectionsoftheapplication form from a current PDS.

Your nominated account will be debited on or around the next business day after the 14th day of each month for the specified amount.

At least three business days before the 14th day of the month in which you wish your instructions to take effect.

‘Regular Savings Plan’ on page 21.

Switches $1,000 per switch subject to maintaining the minimum balance per Fund

• completedBenthamWholesaleInvestment Funds Switch Form.

• subjecttocertainrestrictions,viatelephone or fax, refer to ‘Telephone and fax terms and conditions’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Received by us by 3.00pm (Sydney business day) to receive the unit price for that business day (when available).

‘Switching’ on page 21.

1 We may accept lower minimum transaction amounts at our discretion.

Making, withdrawing and monitoring your investment

20 Bentham Wholesale Investment Funds

Minimum amounts1 How to Cut-off timesFor more

informationWithdrawals $1,000 per Fund,

subject to maintaining the minimum balance per Fund

• completed‘Withdrawalrequestform’available from our website; or

• writtenletterwhichincludes:

– your account number;

– the full name(s) in which your investment account is held;

– the amount (dollar or units) you wish to withdraw;

– how and to whom you would like us to make the payment; and

– a daytime telephone number.

• viatelephoneorfax(subjecttocertainrestrictions), refer to ‘Telephone and fax terms and conditions’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Please ensure that the appropriate signatories sign all written withdrawal instructions, including those forwarded by fax. A withdrawal request, either in whole or in part, once received by us may not be withdrawn without our agreement.

Received by us by 3.00pm (Sydney business day) to receive the unit price for that business day (when available).

‘Additional information

about withdrawing

your investment’ on pages 21 and

22.

‘Telephone and fax terms and conditions’ on

page 22.

Transferring ownership

$10,000 per Fund Subject to conditions as required by law and that we, from time to time, prescribe. Please contact our Investor Services team for information about transferring units.

Received by us by 3.00pm (Sydney business day) to receive the unit price for that business day (when available).

’Transferring ownership’ on

page 22.

1 We may accept lower minimum transaction amounts at our discretion.

Bentham Wholesale Investment Funds 21 20 Bentham Wholesale Investment Funds

Additional information about making an investment

Initial and additional investmentsAll individual or joint investors in the Funds must be at least 18 years of age. After your initial investment, if you wish to make additional investments into the Funds, please keep a copy of the current PDS and any information that updates it for future reference.

Regular Savings PlanThe Regular Savings Plan enables you to invest in the Funds monthly via direct debit from a nominated account. For information on the terms and conditions relating to the Regular Savings Plan refer to ‘Regular Savings Plan’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Incomplete or rejected applicationsUnder each Fund’s constitution we can accept or reject applications into the Funds at any time and are not required to give any reason or grounds for such a refusal. For more information on when and how we might reject applications refer to ‘Incomplete or rejected applications’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Restrictions on investmentsWe can vary the minimum investment amounts and can change the application transaction cut-off time at any time. For further information on the changes we can make to the terms of investing, including when we may suspend application requests, refer to ‘Restrictions on investments’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Cooling-off rightsBy law, certain investors have a cooling-off right whereby they can change their mind about their investment in the Funds and ask for their money back. For information on cooling-off rights including the terms and conditions, refer to ‘Cooling-off rights’ at www.challenger.com.au/ funds/PDS/BWF_IBR.pdf.

Customer Identification ProgramTo address money laundering and terrorism risks, verification of each investor’s identity is a pre-requisite for all new investors. We have outlined what is required under our ‘Customer Identification Program’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

If we do not receive all valid documents with your application form or we are unable to verify your identity at any time, we may not be able to commence your investment or may not process any future withdrawal requests until we receive the required documents.

SwitchingYou can switch some or all of your investment in one or more of the Funds contained in this PDS at any time, subject to maintaining the minimum balance per Fund. We will process your switch as a withdrawal from one Fund and an investment into another Fund. For information on the terms and conditions relating to switching refer to ‘Switching’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Additional information about withdrawing your investment

Processing your withdrawalWhile withdrawals are normally processed within five business days of receiving your valid withdrawal request, we may take significantly longer than this (please refer to ‘Delay of withdrawal payments’ on page 22). Each Fund’s constitution governs the way we may process your withdrawal.

For further information on these terms and conditions refer to ‘Processing your withdrawal’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

22 Bentham Wholesale Investment Funds

Withdrawal paymentsFor withdrawals made by telephone or fax, payments can be made by either:

•directdeposittoyourpreviouslynominatedaccountwehave on file; or

• bychequeinyourinvestmentaccountname,postedtothe address we have on file.

For withdrawals made by an original written request that is appropriately signed, payments can be made by either:

• directdeposittoyourpreviouslynominatedaccountwehave on file; or

• directdeposittoathirdpartyaccount;or

• bychequeinyourinvestmentaccountname,postedtothe address we have on file; or

• bychequemadeouttoathirdparty.

Delay of withdrawal payments Generally, proceeds from your withdrawal will be available within five business days of receiving your valid withdrawal request given normal operating conditions for a Fund; however, we do not guarantee this timeframe and may take significantly longer to pay withdrawals. Under the constitution of each Fund, while a Fund is ‘liquid’ (within the meaning of the Corporations Act 2001), we can take up to 30 days to meet a withdrawal request.

If a Fund becomes illiquid (as defined by the Corporations Act 2001), you will only be able to withdraw from that Fund if we make an offer of withdrawal. For more information on withdrawing while a Fund is not liquid, please refer to ‘Processing your withdrawal’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Transaction cut-off times Generally, if your valid transaction request is received in our Sydney office before 3pm Sydney time on a New South Wales business day (the transaction cut-off time), it will usually be processed using the unit price determined as at the close of business on that day.

If your payment and valid application or withdrawal request are received after the transaction cut-off time, or on a non-business day, it will usually be processed using the applicable unit price calculated as at the close of business on the next business day.

We will provide notice if we are to change the transaction cut-off time.

Monitoring your investmentThe Funds are ‘disclosing entities’ for the purposes of the Corporations Act 2001 and subject to regular reporting and disclosure obligations. For information on the regular information we send and details on how you can access further information on the Funds, e.g. annual reports, half-yearly reports and continuous disclosure notices, please refer to ‘Monitoring your investment’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Telephone and fax terms and conditionsYou should understand that a person without your authority could telephone us or send us a fax and, by pretending to be you, switch or withdraw funds from your account for their own benefit. For details of the important terms and conditions of the telephone and fax facility, please refer to ‘Telephone and fax terms and conditions’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Transferring ownershipYou can transfer some or all of your investment to another person in such a manner and subject to such conditions as required by law and that we, from time to time, prescribe. For further details on transferring ownership of your investment, please refer to ‘Transferring ownership’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

ComplaintsWe have a policy on how we will handle any complaints relating to your investment. For information on how to notify us of a complaint, please refer to ‘Complaints’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Bentham Wholesale Investment Funds 23 22 Bentham Wholesale Investment Funds

Unit prices and valuing assets and liabilitiesWe have a Unit Pricing Permitted Discretions Policy which sets out how we will exercise any discretion in relation to unit prices, such as how often we determine unit prices and our valuation methodology. For more information on how we calculate unit prices (including how we value assets and liabilities) as well as any discretion we have in relation to this, please refer to ‘Unit prices and valuing assets and liabilities’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

DistributionsFor the Bentham Wholesale High Yield Fund, distributions are paid quarterly as at 31 March, 30 June, 30 September and 31 December. For the Bentham Wholesale Global Income Fund and the Bentham Wholesale Syndicated Loan Fund distributions are paid monthly.

There may be some periods in which no distributions are paid and we do not guarantee any particular level of distributions. For more information on how and when distributions are paid, reinvesting distributions, calculating distributions and what happens when distributions are returned to us, please refer to ‘Distributions’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Taxation considerationsAs tax and social security laws are complex and subject to change, and investors’ individual circumstances vary, we recommend that you obtain your own professional tax advice regarding your position. Please refer to ‘Taxation considerations’ at www.challenger.com.au/funds/PDS/BWF_IBR.pdf for more general information on certain taxation considerations regarding an investment in the Funds.

This incorporated information provides general taxation information based on our understanding of the Australian tax laws as at the date of this PDS and as at the date of the incorporated information and should not be relied upon. We recommend that you obtain your own professional tax advice regarding your investment.

Privacy and personal informationYou can access, correct or update any personal information we hold about you by contacting our Investor Services team. A copy of our privacy policy is available by visiting www.challenger.com.au or by contacting our Investor Services team.

We collect information primarily for the following purposes:

• toprocessyourapplication;and

• toadministeryourinvestmentandprovideyouwithreports; and

• tocomplywithourobligationsunderthelaw.

We also ask you for some personal details so that we and our related companies can keep in touch with you and tell you about our other products and services that might be useful to you. Please inform us in writing if you do not want us to send you marketing materials. For information on our privacy policy, please refer to www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

Indirect investorsInvestors accessing the Funds through an investor directed portfolio services (IDPS) or IDPS-like scheme (commonly a master trust or wrap account) may use this PDS to give a direction to the operator of that service to invest in a Fund. Indirect investors do not become investors nor do they acquire the rights of an investor. The operator of that service acquires those rights and can exercise or decline to exercise them on behalf of indirect investors.

Indirect investors do not receive income or reports directly from us, nor do they directly participate in investor meetings or the winding up of any Fund. They do not complete applications from this PDS.

Indirect investors should carefully read the service operator’s offer document, which explains the service and the fees payable by the indirect investor to the service operator. Indirect investors should seek appropriate tax advice. Cooling-off rights with respect to the Funds do not apply to indirect investors.

Additional information

24 Bentham Wholesale Investment Funds

Other informationThe Funds’ constitutions together with the Corporations Act 2001 and some other laws, govern the way in which the Funds operate and the rights and responsibilities and duties of the responsible entity and unitholders. For information on the following, please refer to www.challenger.com.au/funds/PDS/BWF_IBR.pdf:

• Legalrelationships

• Terminations

• Unitholdermeetings

• Complianceplanandcompliancecommittee

• Audit

• Otherparties

• Relatedparties

• Makinginvestmentsdirectlyorindirectly

• Disclosingyourinformation

• DirectDebitRequestServiceAgreement

Bentham Wholesale Investment Funds 25 24 Bentham Wholesale Investment Funds

This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008.

This offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 and Regulations (Australia) set out how the offer must be made.

There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime.

The rights, remedies and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Securities Commission, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant.

If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

We will only pay withdrawal proceeds and distributions to an accessible Australian bank account.

The dispute resolution process described in this offer document is only available in Australia and is not available in New Zealand.

Contact details for New Zealand investors Investor Services team 0800 805 020 8.00am to 6.00pm

(Monday to Friday (Sydney time)

Fax +612 9994 7777

Website www.challenger.com.au

Important information for New Zealand investors

26 Bentham Wholesale Investment Funds

To ensure that we are able to process your application quickly and efficiently, please ensure you have completed each section below that is relevant to your investment.

Required information Section of Form

Application Form for Individuals and Sole Traders

Application Form for Australian Companies, Trusts, Superannuation Funds, Partnerships and Government Bodies

Investment details – Nominate whether you are opening a new account or investing additional funds into an existing account.

o Section 1 o Section 1

Investor type – Nominate what type of investor you are.

o Section 2 o Section 2

Investor name – Provide full name(s) of investor(s). For companies, this must be the full name as registered with ASIC. For trustees who are Australian companies, the full registered business name and name registered with ASIC are required.

Individual investors and sole traders o Section 3A

Joint investors o Section 3A; and o Section 3B

Individual or company trustees and partners o Section 3A; and o Section 3B

Name of entity o Section 3C

Full registered business name for partnerships (if applicable) o Section 3D

Account designation – Provide the name of the person for whom the investment is being made (if relevant). Please note we do not accept investments by minors (i.e. under 18 years of age); however, the investment may be held on their behalf.

o Section 3C

Please ensure you also complete details for investor 1 in 3A (and investor 2 in 3B if relevant) as owners of the account.

Not applicable

Contact details/Principal place of business – Provide residential address, principal place of business/operations and/or registered office address as applicable.

Trusts, superannuation funds and partnerships do not need to complete these sections.

Individual investor’s and sole trader’s residential address o Section 4A

Joint investors’ residential address o Section 4A; and o Section 4B

Sole trader’s principal place of business o Section 4B

Companies’ and government bodies’ principal place of business o Section 4A

Companies’ registered office o Section 4B

Postal address – Provide postal address to which all correspondence will be sent.

o Section 5 o Section 5

Tax information – Provide your ABN, TFN or TFN exemption as applicable. If you are an overseas individual investor, provide country of residence for tax purposes.

o Section 6 o Section 6

Income distribution – Indicate your distribution payment method.

o Section 7 o Section 7

Investment allocation – Indicate the amount you wish to invest in the Funds.

o Section 8 o Section 8

Nominated account – Provide bank/financial institution account details.

o Section 9 o Section 9

Annual report – Indicate whether you wish to receive a paper copies of the Funds’ annual reports.

o Section 10 o Section 10

Adviser service fee nomination – Nominate whether an adviser service fee is to be deducted.

o Section 11 o Section 11

Application form checklist

Bentham Wholesale Investment Funds 27 26 Bentham Wholesale Investment Funds

Required information Section of Form

Application Form for Individuals and Sole Traders

Application Form for Australian Companies, Trusts, Superannuation Funds, Partnerships and Government Bodies

Customer identity verification – Complete all required information relating to your investment including providing valid certified copies of all required identity verification documents (see below) to your financial adviser or to Challenger with your application.

o Section 12 Companies o Section 12A

Trusts/Superannuation funds o Section 12B

Partnerships o Section 12C

Government bodies o Section 12D

Identity verification documents

It is important you provide all the required identity verification documents outlined in the application form. If your application form is not complete or you do not provide the required documentation, we may be unable to process your application or may delay the processing of future withdrawal requests until we receive the required documents.

If any documentation you provide is not in English, it must be accompanied by an original copy of an English translation prepared by an accredited translator.

o Valid identity verification documents provided

o Valid identity verification documents provided

Additional customer identity verification – Provide additional identity verification information if you are:

•Individual/joint investors – who are not residents in Australia or New Zealand and/or investing $1 million or more

• Sole traders – who are not residents in Australia or New Zealand

• Charities, aid organisations or foundations.

o Section 13 o Section 13

Declaration and applicant(s) signature(s) – Read the declaration and provide all relevant applicant(s) signature(s). Refer to the table on the following page for a summary of signatures required for each type of investor.

o Section 14 o Section 14

Before sending us your application to the address below, please ensure you have: o completed in full the application form as outlined in the checklist; ando provided all identity verification documentation; ando attached your cheque to the application form. Please cross the cheque ‘Not Negotiable’ and make payable

to ‘CISL Application Account < insert name of investor(s)>’.

Please post all documentation above to:Challenger Reply Paid 3698 Sydney NSW 2001 (No stamp required)

28 Bentham Wholesale Investment Funds

SignatoriesThe table below provides guidance on completing the ‘Declaration and applicant(s) signature(s)’ section of the application form. Please ensure you have read the declaration before signing the application form.

Type of investor Names required Signature required TFN to be provided

Individual and/or joint investors

i. Full name of each investor (please do not use initials).

Individual investor’s; or each joint investor’s

Individual investor’s; or each joint investor’s

Sole trader i. Full name of sole trader; and

ii. Full business name.

Sole trader’s Sole trader’s

Australian company i. Full company name as registered with ASIC; and

ii. Name of each director of the company; and

iii. Name of each beneficial owner where their holding is 25% or greater.

i. Sole director’s; or

ii. Two directors’; or

iii. One director’s and company secretary’s

Company’s

Trust/Superannuation fund

If you are investing on behalf of a superannuation fund, we will assume the superannuation fund to be a complying fund under the Superannuation Industry (Supervision) Act.

i. Full trust/superannuation fund name (e.g. Michael Smith Pty Ltd ATF Michael Smith Pty Ltd Super Fund); and

ii. Full name of the trustee(s) in respect of the trust/super fund (either individual(s) or business name). Please note, if any of the trustees are an Australian company, all information in the ‘Australian company’ section must also be completed; and

iii. Names of beneficiaries (if identified in Trust Deed).

Individual trustee(s) ‘as trustee for’

If any of the trustees are an Australian company, the signatures set out in the ‘Australian company’ section are also required.

Superannuation fund’s or trust’s

Partnership i. Full name of partnership; and

ii. Full registered business name of partnership; and

iii. Full name of each partner.

Each partner’s Partnership’s

Government entity i. Full name of government body; and

ii. Full name of primary authorised contact.

Primary authorised contact’s Government body’s

Account designation Name of the responsible adult, as the investor.

Adult(s) investing on behalf of the person/minor

Adult(s)

If the investment is being made under Power of Attorney (POA)

Please ensure an original certified copy of the POA is attached to the application form. Each page of the POA must be certified. Please refer to www.challenger.com.au/funds/PDS/BWF_IBR.pdf for more information.

i. Full name of each investor(s) (as listed in section 3); and

ii. Full name of person holding POA (underneath signature).

Person holding Power of Attorney

In the case that the POA document does not contain a sample of the POA’s (i.e. Attorney’s) signature, please provide a certified copy of either the POA’s driver’s licence or passport containing a sample of their signature.

Individual investor’s; or each joint investor’s

Bentham Wholesale Investment Funds 29 28 Bentham Wholesale Investment Funds

Glossary

Term Explanationaccredited translator A translator who has received accreditation from the National Accreditation

Authority for Translators and Interpreters Ltd.ASIC Australian Securities and Investments CommissionASX Australian Securities ExchangeAustralian company A company (other than a foreign company) that is registered by ASIC under the

Corporations Act 2001.Australian listed company An Australian company that is a public company included in the official list of an

Australian financial market.beneficial owner In respect of a company, any individual who owns, through one or more

shareholdings, more than 25% of the issued capital in the company.government superannuation fund

A government superannuation fund established by legislation.

nominated account Your nominated, accessible account with an Australian financial institution.proprietary company A company which has certain restrictions placed on it as governed by the

Corporations Act 2001. The Act restricts proprietary companies from having more than 50 members (shareholders) and puts restrictions on fundraising.

public company Generally means a company that is permitted to offer its securities for sale to the general public.

registered scheme A trust that is a managed investment scheme registered by ASIC.regulated company A company that is licensed and subject to the regulatory oversight of a

Commonwealth, state or territory statutory regulator in relation to its activities as a company, including a company that:

a) has an Australian Financial Services Licence (AFSL); or

b) is regulated by the Australian Prudential Regulation Authority (APRA).regulated trust A trust that is:

a) a self-managed superannuation fund within the meaning of section 17A of the Superannuation Industry (Supervision) Act 1993 (Cth): the relevant regulator is the Australian Taxation Office;

b) a regulated superannuation fund, an approved deposit fund, a pooled superannuation trust, or a public sector superannuation scheme, within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cth), including small APRA-regulated funds: the relevant regulator is the Australian Prudential Regulation Authority;

c) any other trust that the financial adviser’s licensee and the issuer agree is a trust that is registered and subject to regulatory oversight of a Commonwealth statutory regulator in relation to its activities as a trust.

sole trader If you conduct a business alone, without a partner, then you are classified as a sole trader regardless of whether or not you have employees working for you.

30 Bentham Wholesale Investment Funds

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31

Bentham Wholesale Investment FundsApplication Form for Individuals and Sole Traders(dated 7 December 2010)

PLEASE USE BLOCK LETTERS AND BLACK INK TO COMPLETE THIS APPLICATION FORM

1. Investment details

Do you have an existing investment in a managed fund that Challenger is responsible entity of?

Yes Existing account name

Existing account number

Please proceed to section 8 and sign in section 14. If you provide any information in any other section, this will override any previous information provided.

No Please proceed to section 2.

2. Investor type

What type of investor(s) are you? Individual investor; or

Joint investors; or

Sole trader.

3. Investor name

3A. Investor 1/sole trader and business name of sole trader

Surname

Full given name(s)

Title (Mr/Mrs/Miss/Ms) Date of birth / / Full business name of sole trader (if applicable)

3B. Investor 2 (joint investments) or contact name for sole trader

Surname

Full given name(s)

Title (Mr/Mrs/Miss/Ms) Date of birth / /

3C. Account designation

Provide name of the person for whom account is designated.

Full name

Office use only

The Bentham Wholesale Investment Funds PDS (PDS) dated 7 December 2010 gives information about purchasing units in the Bentham Wholesale Investment Funds (Funds). Any person who gives another person access to the application form must also give the person access to the PDS and any supplementary documents. You should read the PDS and any supplementary documents before completing this application form. Challenger Investment Services Limited (Challenger) (ABN 44 119 605 373, AFSL 320505) or a financial adviser who has provided an electronic copy of the PDS and any supplementary documents will send you a paper copy of the PDS and any supplementary documents and application form free of charge if you so request.

32

4. Contact details

4A. Investor 1 or sole trader

4B. Investor 2 (joint investments) or sole trader

Residential address (must not be a PO Box) for:• investor 1; or• sole trader (please also complete 4B)

•   Residential address (must not be a PO Box) for investor 2; or

•  Principal place of business for sole trader

Cross (7) this box if address is the same as the address in 4A.

Unit number

Street number

Street name

Suburb

State

Postcode

Country

If your country of residence is not in Australia or New Zealand, please also complete section 13.

Phone (after hours)

Phone (business hours)

Mobile

Facsimile

Email

5. Postal address for individual or joint investors or sole trader

If your postal address is the same as your residential address in section 4A please cross (7) this box.

C/- (if applicable)

Unit number Street number PO Box

Street name

Suburb

State Postcode Country

6. Tax information

Investor 1 or sole trader Investor 2 (for joint investments)

ABN TFN

TFN Tax exemption

Tax exemption

It is not against the law if you choose not to give your TFN or exemption reason, but if you decide not to, tax may be taken out of your distributions at the highest marginal tax rate (plus Medicare levy).

Non-residents

If you are an overseas investor, please indicate your country of residence for tax purposes.

33

7. Income distribution

Please indicate how you would like your income distributions to be paid by crossing (7) one box only. If this is a new investment in the Funds and no nomination is made, distributions will be reinvested. A nomination in this section overrides any previous nominations.

Please reinvest my/our income distributions into the Fund(s).

Please credit my/our nominated account provided in section 9 with my/our income distributions.

8. Investment allocation

Please indicate the amount you wish to invest in the Fund(s). For individuals or joint investors, if you do not have an existing investment in a managed fund that Challenger is responsible entity of and are investing $1 million or more, please also complete section 13.

Initial and one-off additional investmentsInitial and one-off additional investments can only be made via cheque made payable to ‘CISL Application Account <insert name of investor(s)>’.

•  Minimum initial investment is $10,000 per Fund (or $1,000 per Fund when a Regular Savings Plan is established).

•  Minimum one-off additional investment is $1,000 per Fund

Regular Savings Plan (RSP)Please ensure you have provided your nominated account details in section 9. If you wish to nominate a different account or a third party account from which your RSP payments are to be deducted, please complete the Direct Debit Authority Form on page 55.

•   Minimum RSP investment is $100/month per Fund.

Post your application form and cheque to: Challenger Reply Paid 3698 Sydney NSW 2001 (no stamp required)

Fund name Fund code Initial or one-off Regular Savings Plan additional investments (amount per month)

Bentham Wholesale Global Income Fund 359 $

, , . 0

0

$

, . 0

0

Bentham Wholesale Syndicated Loan Fund 360 $

, , . 0

0

$

, . 0

0

Bentham Wholesale High Yield Fund 361 $

, , . 0

0

$

, . 0

0

9. Nominated account

Please provide your account details in this section if you wish us to debit/credit your accessible Australian financial institution account. If you are participating in the RSP, this is the bank account from which your regular payments will be deducted. If you wish to nominate a different account or a third party account from which your RSP payments are to be deducted, please complete the Direct Debit Authority Form on page 55. Please note that initial or one-off additional investments can only be made via cheque.

Financial institution

Branch

Account name

Branch number (BSB) – Account number

By providing your nominated account details in this section you authorise Challenger to use these details for all future transaction requests that you nominate.

10. Annual report

We will provide a copy of the annual report for each Fund on our website www.challenger.com.au.

Please cross (7) this box if you wish to receive a paper copy of the annual report for the Fund(s) in which you are invested in the mail. If you choose to have an annual report mailed to you, we will mail it to the postal address provided in section 5 or the current address we have on file for existing investors.

34

11. Adviser service fee nomination

If this section is not completed no adviser service fee will be deducted. The adviser service fee is not available to New Zealand investors.

Have you negotiated an adviser service fee with your financial adviser?

No Please proceed to section 12.

Yes I request that Challenger deducts an adviser service fee of . % p.a. (maximum of 1.1% p.a.) from the following Fund(s) below.

Fund code Fund name

If an adviser service fee applies and no nomination is made above, we will deduct the fee from the first Fund you hold in the order shown on the inside back cover of this PDS. If the deduction of the adviser service fee will cause the balance in the relevant Fund to fall below $1,000 then we will attempt to deduct the fee from the next Fund in which you invested, according to the order of the Funds listed on the inside back cover of this PDS.

If you only have an investment in one Fund offered in this PDS and the deduction of the adviser service fee will cause the balance in that Fund fall below $1,000 we will not deduct the adviser service fee.

You may cancel this adviser service fee at any time by notifying us in writing.

12. Customer identity verification

If you marked ‘No’ in section 1 (i.e. you do not have an existing investment in a managed fund that Challenger is responsible entity of) you must complete the identity verification section relevant to your investor type. If you are not lodging this application through a financial adviser you are required to provide us certified copies of the identity verification documents listed (ensuring each page is certified). Please refer to www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

i. Identity verification for Australian residents. This must be completed by investor 1 (and investor 2 for joint investments) or sole traders who are Australian residents.

Information required to be verifiedPlease ensure the document(s) you provide confirms the following:

Verification optionsPlease cross (7) which document(s) you have provided:

•  Full name of individual; and 

•  EITHER:

– Residential address of individual; or

– Date of birth.

Please provide EITHER A or B.

A) a valid copy of ONE of the following documents:

Australian driver’s licence containing your photograph; or

Australian passport; or

Proof of age card issued under a state or territory law, containing your photograph.

OR if none of the above can be provided, please provide i and ii below:

B) i. a valid copy of ONE of the following documents:

Australian birth certificate; or

Australian citizenship certificate; or

Pension card issued by Centrelink; or

Health care card issued by Centrelink; AND

ii. a valid copy of a notice that contains your name and residential address which was issued to you by either:

the Commonwealth or a state or territory within the preceding 12 months and records the provision of financial benefits; or

the ATO within the preceding 12 months and records a debt payable by or to you; or

a local government body or utilities provider within the preceding three months and records the provision of services to you.

35

12. Customer identity verification (cont.)

ii. Identity verification for non-Australian residents. This must be completed by investor 1 (and investor 2 for joint investments) or sole traders who are non-Australian residents.

Information required to be verifiedPlease ensure the document(s) you provide confirms the following:

Verification optionsPlease cross (7) which document(s) you have provided:

•  Full name of individual; and

•  EITHER:

– Residential address of individual; or

– Date of birth.

Please provide EITHER A or B.

A) a valid copy of ONE of the following documents:

Foreign passport, or similar travel document bearing your signature and photograph; or

National identity card issued by a foreign government bearing your signature and photograph.

OR if none of the above can be provided, please provide:

B) valid copies of TWO of the following documents:

Foreign driver’s licence that contains your photograph; and/or

Citizenship certificate issued by a foreign government; and/or

Birth certificate issued by a foreign government.

13. Additional customer identity verification

You must complete this section if this is a new investment in a managed fund that Challenger is responsible entity of and:•  your residential address is not in Australia or New Zealand (for individual/joint investors or sole traders); and/or•  you are investing $1 million or more (for individual or joint investors only).

Investor 1 or sole trader Investor 2 (joint investments)

What is your country of citizenship?

What other names are you known by?

If you are known by any names other than the full name provided in section 3A and/or 3B, please provide other name(s) in full.

What is your occupation? If you are a sole trader, please provide details of your business activities

What is your source of funds, including the origin of the funds being invested?

36

14. Declaration and applicant(s) signature(s) – (must be completed)I/We declare that:•  all details in this application and all documents provided are true and correct and indemnify Challenger Investment Services Limited 

(ABN 44 119 605 373, AFSL 320505) (Challenger) against any liabilities whatsoever arising out of it acting on any of these details or any future details provided by me/us in connection with this application;

•  I/we have received a copy of the current PDS and each supplementary PDS to which this application applies and have read it and agree to the terms contained in it and to be bound by the provisions of the current PDS (including all incorporated information) and each supplementary PDS and current constitution (each as amended from time to time);

•  I/we have legal power to invest in accordance with this application and have complied with all applicable laws in making this application;•  I/we have received and accepted this offer in Australia;•  the details of my/our investment can be provided to the adviser group or adviser by the means and in the format that they direct;•  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 is able to operate the account and bind the other investor for future transactions, including additional deposits and withdrawals, including withdrawals by telephone and fax;

•  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 we have already sighted it);

•  I/we have read and understood the terms and conditions for the use of telephone and fax and release and indemnify Challenger against any liabilities whatsoever arising out of it acting on any communications received by telephone and fax;

•  I/we acknowledge that I/we have read and understood the information under the heading ‘Privacy and personal information’ contained in the PDS. I am/we are aware that until I/we inform Challenger otherwise, I/we will be taken to have consented to all the uses of my/our personal information (including marketing) contained under that heading and I/we have consented to the provision of and authorised (if applicable) my/our financial adviser to provide such further personal information to Challenger as is required or reasonably deemed necessary by Challenger under applicable law;

•  I/we understand that if I/we fail to provide any information requested in this application form or do not agree to any of the possible exchanges or uses detailed above, my/our application may not be accepted by Challenger and we agree to release and indemnify Challenger in respect of any loss or liability arising from its inability to accept an application due to inadequate or incorrect details having been provided;

•  I/we acknowledge that none of Challenger, Challenger Limited, or any other member of Challenger Limited or any custodian or investment manager, guarantees the performance of the Funds or the repayment of capital or any particular rate of return or any distribution.

Direct Debit Request Authorisation•  I/We authorise Challenger (User ID No. 409056) to arrange for funds to be debited from my/our account at the financial institution identified in 

section 9 and as prescribed through the Bulk Electronic Clearing System (BECS).•  I/We have read the ‘Direct Debit Request Service Agreement’ available at www.challenger.com.au/funds/PDS/BWF_IBR.pdf and agree with its

terms and conditions.•  I/We request this arrangement to remain in force in accordance with details set out in section 9 and in compliance with the ‘Direct Debit Request 

Service Agreement’.

Investor 1 or sole trader

Signature Date / /

Surname

Given name(s)

Investor 2

Signature Date / /

Surname

Given name(s)

Important notesThis application must not be handed to any person unless attached to this PDS dated 7 December 2010. Challenger may in its absolute discretion refuse any application for units. Persons external to Challenger or other entities who market Challenger products are not agents of Challenger but are independent investment advisers. Challenger will not be bound by representations or statements which are not contained in information disseminated by Challenger. Application monies paid by cheques from investment advisers will only be accepted if drawn from a trust account maintained in accordance with the Corporations Act.

37

Adviser use only

Office name

Surname

Given name(s)

Title (Mr/Mrs/Miss/Ms)

Phone (business hours)

Adviser group

Adviser group AFSL

Customer Identification ProgramBy signing this section, I declare that the attached document(s) are true copies of the document(s) used to satisfy the identity verification requirements and I have complied with my obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006.

Adviser signature ADVISER STAMP

Date / /

InvestmentLink information

IL GN (Group) / /

38

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39

Bentham Wholesale Investment FundsApplication Form for Australian Companies, Trusts, Superannuation Funds, Partnerships and Government Bodies (dated 7 December 2010)

PLEASE USE BLOCK LETTERS AND BLACK INK TO COMPLETE THIS APPLICATION FORM

1. Investment details

Do you have an existing investment in a managed fund that Challenger is responsible entity of?

Yes Existing account name

Existing account number

Please proceed to section 8 and sign in section 14. If you provide any information in any other section, this will override any previous information provided.

No Please proceed to section 2.

2. Investor type

Please nominate what type of entity is investing and ensure that you complete, in full, the relevant customer identity verification section for the entity.

Type of entity Required customer identity verification

i. What entity is investing? Australian company Section 12A

Australian trust/ Section 12B. If the trust has a company trustee, the company superannuation fund trustee must also complete section 12A.

Partnership Section 12C

Government body Section 12D

Other Please contact us on 13 35 66 for customer identity verification requirements.

ii. Is this entity also a Yes Please also complete section 13. charity, aid organisation or foundation? No Please proceed to the next section.

3. Investor name

Individual trustees or partners need to provide their full name under investor 1 and 2 (if applicable). For trustees who are an Australian company, please provide full registered business name of company in section 3A and name registered with ASIC in section 3C. Partnerships need to provide the full registered business name of the partnership in section 3D.

3A. Investor 1 (Individual trustee or company trustee or partner)

Individual trustees or partners need to provide their full name and company trustees need to provide full registered business name of company.

Surname

Full given name(s)

Title (Mr/Mrs/Miss/Ms) Date of birth / / Name of company trustee (if applicable)

3B. Investor 2 (Individual trustee or partner)

Surname

Full given name(s)

Title (Mr/Mrs/Miss/Ms) Date of birth / /

3C. Full name of company/trust/superannuation fund/partnership or government body

For companies, this must be the full name as registered with ASIC.

Office use only

The Bentham Wholesale Investment Funds PDS (PDS) dated 7 December 2010 gives information about purchasing units in the Bentham Wholesale Investment Funds (Funds). Any person who gives another person access to the application form must also give the person access to the PDS and any supplementary documents. You should read the PDS and any supplementary documents before completing this application form. Challenger Investment Services Limited (Challenger) (ABN 44 119 605 373, AFSL 320505) or a financial adviser who has provided an electronic copy of the PDS and any supplementary documents will send you a paper copy of the PDS and any supplementary documents and application form free of charge if you so request.

40

3D. Full registered business name of partnership (if applicable)

4. Principal place of business/operations for companies and government bodies

This section is to be completed by companies and government bodies only.

Contact name

4A. Principal place of business/operations 4B. Registered office

This is to be completed by companies and government bodies (must not be a PO Box).

To be completed by companies only (must not be a PO Box).

Cross (7) this box if address is the same as principal place of business.

Unit number

Street number

Street name

Suburb

State

Postcode

Country

5. Postal address and contact details for companies/trusts/superannuation funds/partnerships/government bodies

For companies and government bodies, if your postal address is the same as your principal place of business/operations detailed above, please cross (7) this box.

C/- (if applicable)

Unit number Street number PO Box

Street name

Suburb

State Postcode Country

Phone (after hours)

Phone (business hours)

Mobile

Facsimile

Email

6. Tax information

ABN

TFN

Tax exemption

It is not against the law if you choose not to give your TFN or exemption reason, but if you decide not to, tax may be taken out of your distributions at the highest marginal tax rate (plus Medicare levy).

41

7. Income distribution

Please indicate how you would like your income distributions to be paid by crossing (7) one box only. If this is a new investment in the Funds and no nomination is made, distributions will be reinvested. A nomination in this section overrides any previous nominations.

Please reinvest my/our income distributions into the Fund(s).

Please credit my/our bank account provided in section 9 with my/our income distributions.

8. Investment allocation

Please indicate the amount you wish to invest in the Fund(s).

Initial and one-off additional investmentsInitial and one-off additional investments can only be made via cheque made payable to ‘CISL Application Account <insert name of investor(s)>’.

•  Minimum initial investment is $10,000 per Fund (or $1,000 per Fund when a Regular Savings Plan is established).

•  Minimum one-off additional investment is $1,000 per Fund

Regular Savings Plan (RSP)Please ensure you have provided your nominated account details in section 9. If you wish to nominate a different account or a third party account from which your RSP payments are to be deducted, please complete the Direct Debit Authority Form on page 55.

•   Minimum RSP investment is $100/month per Fund.

Post your application form and cheque to: Challenger Reply Paid 3698 Sydney NSW 2001 (no stamp required)

Fund name Fund code Initial or one-off Regular Savings Plan additional investments (amount per month)

Bentham Wholesale Global Income Fund 359 $

, , . 0

0

$

, . 0

0

Bentham Wholesale Syndicated Loan Fund 360 $

, , . 0

0

$

, . 0

0

Bentham Wholesale High Yield Fund 361 $

, , . 0

0

$

, . 0

0

9. Nominated account

Please provide your account details in this section if you wish us to debit/credit your accessible Australian financial institution account. If you are participating in the RSP, this is the bank account from which your regular payments will be deducted. If you wish to nominate a different account or a third party account from which your RSP payments are to be deducted, please complete the Direct Debit Authority Form on page 55. Please note that initial or one-off additional investments can only be made via cheque.

Financial institution

Branch

Account name

Branch number (BSB) – Account number

By providing your account details in this section you authorise Challenger to use these details for all future transaction requests that you nominate.

10. Annual report

We will provide a copy of the annual report for each Fund on our website www.challenger.com.au.

Please cross (7) this box if you wish to receive a paper copy of the annual report for the Fund(s) in which you are invested in the mail. If you choose to have an annual report mailed to you we will mail it to the postal address provided in section 5 or to the current address we have on file for existing investors.

42

11. Adviser service fee nomination

If this section is not completed no adviser service fee will be deducted. The adviser service fee is not available to New Zealand investors.

Have you negotiated an adviser service fee with your financial adviser?

No Please proceed to section 12.

Yes I request that Challenger deducts an adviser service fee of . % p.a. (maximum of 1.1% p.a.) from the following Fund(s) below.

Fund code Fund name

If an adviser service fee applies and no nomination is made above, we will deduct the fee from the first Fund you hold in the order shown on the inside back cover of this PDS. If the deduction of the adviser service fee will cause the balance in the relevant Fund to fall below $1,000 then we will attempt to deduct the fee from the next Fund in which you invested, according to the order of the Funds listed on the inside back cover of this PDS.

If you only have an investment in one Fund offered in this PDS and the deduction of the adviser service fee will cause the balance in that Fund fall below $1,000 we will not deduct the adviser service fee.

You may cancel this adviser service fee at any time by notifying us in writing.

12. Customer identity verification

If you marked ‘No’ in section 1 (i.e. you do not have an existing investment in a managed fund that Challenger is responsible entity of) you must complete the identity verification section relevant to your entity. If you are not lodging this application through a financial adviser you are required to provide us certified copies of the identity verification documents listed (ensuring each page is certified). Please refer to www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

12A. Australian company

i. Is your company an:

Australian company acting as trustee of a trust/superannuation fund; or

Australian company.

ii. What is the ACN of the company?

iii. Is your company registered by ASIC as a:

public company; or

proprietary company. Please provide number and full names of directors below.

No. of directors Please provide full name of each director.

Surname Full given name(s)

1.

2.

3.

4.

If there are more than four (4) directors, please provide their full names on a separate piece of paper and attach it to this application form.

iv. Is your company:

licensed by an Australian Commonwealth, state or territory statutory regulator; or

a listed company; or

  a majority owned subsidiary of an Australian listed company.

AU

STR

ALI

AN

CO

MPA

NY

– C

UST

OM

ER ID

ENTI

FIC

ATI

ON

43

12A. Australian company (cont.)

v. Unregulated proprietary companies must provide contact details of ALL individuals who are beneficial owners through one or more shareholdings of more than 25% of the company’s issued capital.

Beneficial owner 1 Surname Full given name(s)

Unit Street number Date of birth / /

Street name

Suburb

State Postcode Country

Beneficial owner 2 Surname Full given name(s)

Unit Street number Date of birth / /

Street name

Suburb

State Postcode Country

Beneficial owner 3 Surname Full given name(s)

Unit Street number Date of birth / /

Street name

Suburb

State Postcode Country

vi. Identity verification for Australian companies

Information required to be verifiedPlease ensure the document(s) you provide confirms the following:

Verification optionsPlease cross (7) which document(s) you have provided:

i. Whether the company is:•  listed; or•   majority owned subsidiary of a listed 

company; or•  regulated. 

ii. If the company is neither of these, the:•  full name of company; and•   whether company is registered as 

proprietary or public company; and•  ACN.

iii. Evidence that the director(s)/secretary signing the application form has the authority of the company.

Up-to-date extract from ASIC database; or

Up-to-date extract from ASX database (if applicable); or

Certificate of registration issued by ASIC.

AU

STR

ALI

AN

CO

MPA

NY

– C

UST

OM

ER ID

ENTI

FIC

ATI

ON

44

TRU

ST/S

UPE

RA

NN

UA

TIO

N F

UN

D –

CU

STO

MER

IDEN

TIFI

CA

TIO

N 12B. Australian trust/superannuation fund

i. Is your trust/superannuation fund a:

Registered scheme

Regulated trust

Government superannuation fund

Other. Please specify

ii. If you marked ‘Other’ above, please indicate how the trust deed identifies beneficiaries/unitholders:

Names of individuals (please list the name of each beneficiary/unitholder below); and/or

Membership of a class (please list the name of each membership class below).

Full names of beneficiaries/unitholders or membership class

1.

2.

3.

4.

5.

iii. Identity verification for Australian trusts/superannuation funds

Information required to be verifiedPlease ensure the document(s) you provide confirms the following:

Verification optionsPlease cross (7) which document(s) you have provided:

•  Full name of trust/superannuation fund; and

•  Type of trust/superannuation fund.

Registered schemes, regulated trusts or government superannuation funds

Up-to-date extract from the relevant regulator database (e.g. ASIC, ATO); or

Up-to-date extract of the legislation establishing the government superannuation fund sourced from a government website.

•   Full name of trust/superannuation fund. Other trusts

Extract of the trust deed; or

Notice issued by the ATO within the last 12 months (e.g. notice of assessment).

iv. No. of trustees

v. Is the trustee(s) of the trust/superannuation fund:

Individual(s) If you marked ‘Other’ in question i above, please provide details for ALL TRUSTEES on the next page (including any company trustees).

For all other trusts/superannuation funds you only need to provide details of TRUSTEE 1 (as named in section 3A).

Australian company Please provide the company’s address details requested under section ‘Company trustee’ on page 45. You must also complete, in full, the identity verification requirements for Australian companies in section 12A.

45

TRU

ST/S

UPE

RA

NN

UA

TIO

N F

UN

D –

CU

STO

MER

IDEN

TIFI

CA

TIO

N 12B. Australian trust/superannuation fund (cont.)

Individual trustee 1

Surname

Full given name(s)

Title (Mr/Mrs/Miss/Ms) Date of birth / /

Residential address (Street address)

Unit Street number

Street name

Suburb State

Postcode Country

TFN or exemption

Trustee 1 must also complete the ‘Identity verification’ section on page 46 of this application form.

Individual trustee 2

Surname

Full given name(s)

Title (Mr/Mrs/Miss/Ms) Date of birth / /

Residential address (Street address)

Unit Street number

Street name

Suburb State

Postcode Country

If there are more than two (2) individual trustees, and your trust is ‘Other’ please provide the required details for the additional trusts on a separate piece of paper and attach it to this application form.

Company trustee This must be completed by Australian companies acting as trustees

Contact name

Principal place of business/operations Full address of registered office

Cross (7) this box if same as principal place of business.

Must not be a PO Box Must not be a PO Box

Unit number

Street number

Street name

Suburb

State

Postcode

Country

46

TRU

ST/S

UPE

RA

NN

UA

TIO

N F

UN

D –

CU

STO

MER

IDEN

TIFI

CA

TIO

N 12B. Australian trust/superannuation fund (cont.)

vi. Identity verification for individual trustees where trustee 1 is an Australian resident

Information required to be verifiedPlease ensure the document(s) youprovide confirms the following:

Verification optionsPlease cross (7) which document(s) you have provided:

•  Full name of individual; and 

•  EITHER:

– Residential address of individual; or

– Date of birth.

Please provide EITHER A or B.

A) a valid copy of ONE of the following documents:

Australian driver’s licence containing your photograph; or

Australian passport; or

Proof of age card issued under a State or Territory law, containing your photograph.

OR if none of the above can be provided, please provide i and ii below:

B) i. a valid copy of ONE of the following documents:

Australian birth certificate; or

Australian citizenship certificate; or

Pension card issued by Centrelink; or

Health care card issued by Centrelink; AND

ii. a valid copy of a notice that contains your name and residential address which was issued to you by either:

the Commonwealth or a state or territory within the preceding 12 months and records the provision of financial benefits; or

the ATO within the preceding 12 months and records a debt payable by or to you; or

a local government body or utilities provider within the preceding 3 months and records the provision of services to you.

vii. Identity verification for individual trustees where trustee 1 is a non-Australian resident

Information required to be verifiedPlease ensure the document(s) youprovide confirms the following:

Verification optionsPlease cross (7) which document(s) you have provided:

•  Full name of individual; and 

•  EITHER:

– Residential address of individual; or

– Date of birth.

Please provide EITHER A or B.

A) a valid copy of ONE of the following documents:

Foreign passport or similar travel document bearing your signature and photograph; or

National identity card issued by a foreign government bearing your signature and photograph.

OR if none of the above can be provided, please provide:

B) valid copies of TWO of the following documents:

Foreign driver’s licence that contains your photograph; and/or

Citizenship certificate issued by a foreign government; and/or

Birth certificate issued by a foreign government.

47

PAR

TNER

SHIP

– C

UST

OM

ER ID

ENTI

FIC

ATI

ON 12C. Partnership

i. In what country was the partnership established?

ii. Is the partnership regulated by a professional association?

Yes Please provide full details below for PARTNER 1 (this should be the same person listed as ‘Investor 1’ in section 3A) including the ‘Identity verification’ section for partner 1 on page 48.

Name of the professional association

Membership details (e.g. Membership number)

No Please provide, in full details below of ALL partners including the ‘Identity verification’ section for partner 1 on page 48.

Partner 1

Surname

Full given name(s)

Residential address

Unit Street number

Street name

Suburb State

Postcode Country

Date of birth / /

Phone Partner 1 must also complete the ‘Identity verification’ section on page 48 of this application form.

Partner 2

Surname

Full given name(s)

Residential address

Unit Street number

Street name

Suburb State

Postcode Country

Date of birth / /

Phone

If there are more than two (2) partners, please provide the required details for each additional partner on a separate piece of paper and attach it to this application form.

48

PAR

TNER

SHIP

– C

UST

OM

ER ID

ENTI

FIC

ATI

ON 12C. Partnership (cont.)

iii. Identity verification for Partnerships

Information required to be verifiedPlease ensure the document(s) youprovide confirms the following:

Verification optionsPlease cross (7) which document(s) you have provided:

•  Full name of partnership

•   The partner(s) signing the application form is a/are current partner(s) of the partnership.

Up-to-date extract of partnership agreement; and

If the partnership agreement does not confirm that the partner(s) signing is a/are current partner(s), other evidence that the person(s) is a/are current partner(s).

iv. Identity verification for partner 1 where they are an Australian resident

Information required to be verifiedPlease ensure the document(s) youprovide confirms the following:

Verification optionsPlease cross (7) which document(s) you have provided:

•  Full name of individual; and 

•  EITHER:

– Residential address of individual; or

– Date of birth.

Please provide EITHER A or B.

A) a valid copy of ONE of the following documents:

Australian driver’s licence containing your photograph; or

Australian passport; or

Proof of age card issued under a State or Territory law, containing your photograph.

OR if none of the above can be provided, please provide i and ii below:

B) i. a valid copy of ONE of the following documents:

Australian birth certificate; or

Australian citizenship certificate; or

Pension card issued by Centrelink; or

Health care card issued by Centrelink; AND

ii. a valid copy of a notice that contains your name and residential address which was issued to you by either:

the Commonwealth or a state or territory within the preceding 12 months and records the provision of financial benefits; or

the ATO within the preceding 12 months and records a debt payable by or to you; or

a local government body or utilities provider within the preceding 3 months and records the provision of services to you.

v. Identity verification for partner 1 where they are a non-Australian resident

Information required to be verifiedPlease ensure the document(s) youprovide confirms the following:

Verification optionsPlease cross (7) which document(s) you have provided:

•  Full name of individual; and 

•  EITHER:

– Residential address of individual; or

– Date of birth.

Please provide EITHER A or B.

A) a valid copy of ONE of the following documents:

Foreign passport or similar travel document bearing your signature and photograph; or

National identity card issued by a foreign government bearing your signature and photograph.

OR if none of the above can be provided, please provide:

B) valid copies of TWO of the following documents:

Foreign driver’s licence that contains your photograph; and/or

Citizenship certificate issued by a foreign government; and/or

Birth certificate issued by a foreign government.

49

GO

VER

NM

ENT

BO

DY

– C

UST

OM

ER ID

ENTI

FIC

ATI

ON 12D. Government body

i. The government body is established under legislation of:

the Commonwealth; or

a state (please provide name of state); or

a territory (please provide name of territory); or

a foreign country (please provide name of country).

ii. Identity verification for government bodies

Information required to be verifiedPlease ensure the document(s) youprovide confirms the following:

Verification optionsPlease cross (7) which document(s) you have provided:

•  Full name of government body; and

•   Full address of principal place of operations; and

•   Legislation under which the government body is established; and

•   The person signing the application form is the primary authorised contact.

Up-to-date extract from the relevant Commonwealth, state, territory or foreign country:

Website confirming the government body’s existence; or

Register of government bodies; or

If the government body is established under legislation, an extract of the legislation. This must be obtained from a reliable and independent source such as a government website.

13. Additional customer identity verification

You must complete this section if your entity is a charity, aid organisation or foundation.

Please provide details of the nature of the activities conducted by the charity, aid organisation or foundation

The date upon which the charity, aid organisation or foundation was formed / /

The state or territory in which the trust was established

The full name of the trust manager (if any) or settlor (if any) in respect of the trust

50

14. Declaration and applicant(s) signature(s) – (must be completed)I/We declare that:•   all details in this application and all documents provided are true and correct and indemnify Challenger Investment Services Limited

(ABN 44 119 605 373, AFSL 320505) (Challenger) against any liabilities whatsoever arising out of it acting on any of these details or any future details provided by me/us in connection with this application;

•   I/we have received a copy of the current PDS and each supplementary PDS to which this application applies and have read it and agree to the terms contained in it and to be bound by the provisions of the current PDS (including the incorporated information) and each supplementary PDS and current constitution (each as amended from time to time);

•  I/we have legal power to invest in accordance with this application and have complied with all applicable laws in making this application;•  I/we have received and accepted this offer in Australia;•  the details of my/our investment can be provided to the adviser group or adviser by the means and in the format that they direct;•   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 we have already sighted it);•  sole signatories signing on behalf of a company confirm that they are signing as sole director and sole secretary of the company;•   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 and 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 (Supervision) Act;

•   I/we have read and understood the terms and conditions for the use of telephone and fax and release and indemnify Challenger against any liabilities whatsoever arising out of it acting on any communications received by telephone and fax;

•   unless alternative authority for signature is notified to and accepted by Challenger, the person/persons that signs/sign this form is/are able to operate the account on behalf of themselves/the relevant entity (as applicable) and bind themselves/the entity for future transactions, including additional deposits and withdrawals, including withdrawals by telephone and fax;

•   I/we acknowledge that I/we have read and understood the information under the heading ‘Privacy and personal information’ contained in the PDS. I am/we are aware that until I/we inform Challenger otherwise, I/we will be taken to have consented to all the uses of my/our personal information (including marketing) contained under that heading and I/we have consented to the provision of and authorised (if applicable) my/our financial adviser to provide such further personal information to Challenger as is required or reasonably deemed necessary by Challenger under applicable law;

•   I/we understand that if I/we fail to provide any information requested in this application form or do not agree to any of the possible exchanges or uses detailed above, my/our application may not be accepted by Challenger and we agree to release and indemnify Challenger in respect of any loss or liability arising from its inability to accept an application due to inadequate or incorrect details having been provided;

•   I/we acknowledge that none of Challenger, Challenger Limited, or any other member of Challenger Limited or any custodian or investment manager, guarantees the performance of the Funds or the repayment of capital or any particular rate of return or any distribution.

Direct Debit Request Authorisation•   I/We authorise Challenger (User ID No. 409056) to arrange for funds to be debited from my/our account at the financial institution identified in 

section 9 and as prescribed through the Bulk Electronic Clearing System (BECS).•   I/We have read the ‘Direct Debit Request Service Agreement’ provided at www.challenger.com.au/funds/PDS/BWF_IBR.pdf and agree with its

terms and conditions.•   I/We request this arrangement to remain in force in accordance with details set out in section 9 and in compliance with the ‘Direct Debit Request 

Service Agreement’.

Investor 1

Signature Date / /

Surname

Given name(s)

Capacity Sole Director Director Secretary (company investments only)

Investor 2

Signature Date / /

Surname

Given name(s)

Capacity Director Secretary (company investments only)

Important notesThis application must not be handed to any person unless attached to this PDS dated 7 December 2010. Challenger may in its absolute discretion refuse any application for units. Persons external to Challenger or other entities who market Challenger products are not agents of Challenger but are independent investment advisers. Challenger will not be bound by representations or statements which are not contained in information disseminated by Challenger. Application monies paid by cheques from investment advisers will only be accepted if drawn from a trust account maintained in accordance with the Corporations Act.

COMPANY

SEAL

51

Adviser use only

Office name

Surname

Given name(s)

Title (Mr/Mrs/Miss/Ms)

Phone (business hours)

Adviser group

Adviser group AFSL

Customer Identification ProgramBy signing this section, I declare that the attached document(s) are true copies of the document(s) used to satisfy the identity verification requirements and I have complied with my obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006.

Adviser signature ADVISER STAMP

Date / /

InvestmentLink information

IL GN (Group) / /

52

This page has been left blank intentionally.

53

Bentham Wholesale Investment FundsSwitch Form

PLEASE USE BLOCK LETTERS AND BLACK INK TO COMPLETE THIS SWITCH FORM

1. Investor details

Account number (if known)

Investor 1 or business name of sole trader

Investor 2 (joint investments) or contact name for sole trader

Title Title

Mr Mrs Miss Ms Other Mr Mrs Miss Ms Other

Given name(s) Given name(s)

Surname or full business name of sole trader (if applicable) Surname

Contact phone number Contact phone number

Company/trust/superannuation fund/partnership/government bodyName of company/trust/superannuation fund/partnership/government body

Contact name

Contact phone number

2. Switch detailsWhen switching you should clearly state:•   next to the Fund(s) name you wish to switch from – the amount or percentage you wish to switch out of your existing investment; and •   next to the Fund(s) name you wish to switch to – the amount or percentage you wish to switch into the new investment.We will process your switch as a withdrawal from one Fund and an investment into other Fund(s) contained on this form.

Fund name Fund From dollar amount OR From % To dollar amount OR To % code (minimum switch (minimum switch     amount $1,000)      amount $1,000)

Bentham Wholesale Global Income Fund 359

$ , .

0

0

$ , .

0

0

Bentham Wholesale Syndicated Loan Fund 360

$ , .

0

0

$ , .

0

0

Bentham Wholesale High Yield Fund 361

$ , .

0

0

$ , .

0

0

TOTAL

1

0

0

1

0

0

54

3. Regular savings planIf you are requesting a full switch out of your existing investment in which you have a Regular Savings Plan (RSP), please select the Fund(s) you wish to transfer the RSP to, and complete the amount per month. If you do not make a selection we will discontinue your RSP.Fund name Fund Regular Savings Plan code (minimum amount     $100/month per Fund)

Bentham Wholesale Global Income Fund 359 $

, . 0

0

per month

Bentham Wholesale Syndicated Loan Fund 360 $

, . 0

0

per month

Bentham Wholesale High Yield Fund 361 $

, . 0

0

per month

4. Declaration and signature(s) – (must be completed)

I/We declare that:

•   I/We have received a copy of the current PDS and any supplementary PDS to which this switch applies and read it and agree to the terms contained in it and to be bound by the provisions of the current PDS and any supplementary PDS and current constitution (each as amended from time to time).

Investor 1 Signature (please sign) Date / /

Surname

Given name(s)

Capacity Sole Director Director Secretary (company investments only)

Investor 2 Signature (please sign) Date / /

Surname

Given name(s)

Capacity Sole Director Director Secretary (company investments only)

COMPANY

SEAL

Mail completed form (no stamp required) to:

Challenger Reply Paid 3698 Sydney NSW 2001

55

Bentham Wholesale Investment Funds Direct Debit Authority Form (for Regular Savings Plan only)

Complete this form if you are participating in the Regular Savings Plan and wish to nominate a bank/financial institution account that is held in different name(s), or to change your existing nomination. Please note that initial or one-off additional investments can only be made via cheque.

PLEASE USE BLOCK LETTERS AND BLACK INK TO COMPLETE THIS DIRECT DEBIT FORM

Account number (if known)

Investor 1 or business name of sole trader

Investor 2 (joint investments) or contact name for sole trader

Title Title

Mr Mrs Miss Ms Other Mr Mrs Miss Ms Other

Given name(s) Given name(s)

Surname or full business name of sole trader (if applicable) Surname

Contact phone number Contact phone number

Company/trust/superannuation fund/partnership/government body

Name of company/trust/superannuation fund/partnership/government body

Contact name

Contact phone number

Schedule Note: Direct debiting is not available on the full range of accounts. If in doubt, please refer to your financial institution.

Account name which is to be debited

BSB number – Account number

Name of financial institution

Branch where account is held

I/We request you until further notice in writing to debit my/our account described in the schedule above, any amounts which Challenger Investment Services Limited (ABN 44 119 605 373) (Challenger) (User ID No. 409056) may direct debit or charge me/us through the Bulk Electronic Clearing System.

I/We understand and acknowledge that:

1. the bank/financial institution may, in its absolute discretion, determine the order of priority of payment by it of any monies pursuant to this request or any authority or mandate, and at any time by notice in writing to me/us, terminate this request as to future debits.

2. Challenger may, by prior arrangement and advice to me/us, vary the amount or frequency of future debits.

3. the bank/financial institution will provide to me/us upon request general descriptive information of the kind referred to in sections 6.1 and 6.2 of the Code of Banking Practice, concerning the operation of accounts, banking facilities and cheques.

4. the information which I/we have provided on this form is accurate and not misleading and I am/we are aware that Challenger is relying on it.

5. this direct debit arrangement is governed by the terms of the Bulk Electronic Clearing System Procedures and the Direct Debit Request Service Agreement received from Challenger. The Direct Debit Request Service Agreement is available at www.challenger.com.au/funds/PDS/BWF_IBR.pdf.

56

Investor 1 Signature (please sign) Date / /

Surname

Given name(s)

Capacity Sole Director Director Secretary (company investments only)

Investor 2 Signature (please sign) Date / /

Surname

Given name(s)

Capacity Sole Director Director Secretary (company investments only)

Mail completed form (no stamp required) to:

COMPANY SEAL

Challenger Reply Paid 3698 Sydney NSW 2001

30 Bentham Wholesale Investment Funds

Registered name Australian Registered Scheme Number (ARSN)

Bentham Wholesale Global Income Fund 105 898 271

Bentham Wholesale Syndicated Loan Fund 110 077 159

Bentham Wholesale High Yield Fund 088 907 224

Bentham Asset Management Pty Limited ABN 92 140 833 674 AFSL 356199 is authorised to provide financial services to wholesale clients only. The information in this document is provided for use by such wholesale clients, is general in nature and does not take into account the personal circumstances, financial needs or objectives of any person. You should seek independent financial advice and read any relevant Product Disclosure Statement or other offer document prior to acquiring a financial product.

Bentham Asset Management

Level 15 255 Pitt StreetSydney NSW 2000

T 02 9994 7921 F 02 9994 6693

11103/1110