WAM Active Limited ACN 126 420 719 Prospectus 1 for 1 bonus issue of approximately 16,309,945 options to acquire fully paid ordinary shares exercisable at $1.08 per option on or before 12 December 2013. Important Information

This Prospectus contains important information for you as a shareholder or prospective investor and requires your immediate attention.

It should be read in its entirety. If you have any questions as to its contents or the course you should follow, please consult your stockbroker, accountant, solicitor or other professional adviser immediately.

No application monies are payable for the grant of Options For

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Important Notice

This Prospectus is dated 8 June 2012 and was lodged with ASIC on that date. None of ASIC, the ASX and their respective officers take responsibility for the contents of this Prospectus.

WAM Active Limited (the Company) is a disclosing entity for the purpose of the Corporations Act. The content of the Prospectus has been determined on the basis that certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

Summary of Important dates

Lodgement of Prospectus 8 June 2012

Shares trade ex-bonus option entitlements 14 June 2012

Options commence trading on a deferred settlement basis 14 June 2012

Record date to determine entitlements under the Issue 20 June 2012

Prospectus sent out to Shareholders By 25 June 2012

Intended date for issue and entry of Options on the register and despatch of new holding statements

25 June 2012

End of Options trading on deferred settlement basis 25 June 2012

Normal trading in Options commences on ASX 26 June 2012

Options expire 12 December 2013

The above dates are subject to change and are indicative only. The Company reserves the right to amend this indicative timetable subject to the Corporations Act and the ASX Listing Rules.

For any enquiries concerning the Issue, please contact Geoff Wilson, Chris Stott or Kate Thorley on (02) 9247 6755.

Intermediary Authorisation

The Company does not hold an Australian Financial Services Licence (AFSL) under the Corporations Act. Accordingly the Issue is being made pursuant to an intermediary authorisation in accordance with Section 911A (2)(b) of the Act. Wilson Asset Management (International) Pty Limited (AFSL 247333) will manage the Issue on behalf of the Company at no cost to the Company.

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Table of Contents

1.  Overview of the Issue ..................................................................................................................7 

2.  About the Issue ..........................................................................................................................10 

3.  Risk Factors ...............................................................................................................................10 

4.  Terms of the Issue .....................................................................................................................10 

5.  Financial Position of the Company ............................................................................................13 

6.  Use of Proceeds and Effect of the Issue ...................................................................................15 

7.  Overview of the Company .........................................................................................................17 

8.  WAM Active Limited and its Directors .......................................................................................18 

9.  Additional Information ................................................................................................................19 

10.  Definitions and Interpretation ....................................................................................................24 

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WAM ACTIVE LTD (WAA) ACN 126 420 719

8 June 2012

Dear Shareholder, The Directors of WAM Active Limited (the Company) are pleased to announce a 1 for 1 bonus issue of options to Shareholders. The options are being issued to Shareholders for free. Each option issued gives Shareholders the opportunity, but not the obligation, to subscribe for an additional share in the Company at any time on or before 12 December 2013 at an exercise price of $1.08 per share. The Board recommends that you read the Prospectus in its entirety and consider the following information below. The Board is focused on creating shareholder value and growing the Company and believes this bonus option issue will promote these endeavours. What has the Company accomplished since inception in January 2008?

Consistent absolute returns, increased dividends and an attractive dividend yield

The Company was established in January 2008. Since that time, we have consistently applied our investment philosophy. As an absolute return fund, we are pleased to have delivered positive returns since inception. Since inception, the Company’s investment portfolio increased by 11.2% per annum, while holding an average of 53.5% cash.

The Company recently paid an interim dividend of 4.5 cents per share fully franked for the half year to 31 December 2011.

The Company share price is trading in line with Net Tangible Assets (NTA)

The Company's share price over the last 3 months has been trading at or around its NTA per share, although at times the share price has traded at a discount (-29% during the Global Financial Crisis (GFC)) to its NTA per share. We believe the share price trading at NTA has been established for the following reasons: o Consistent stream of fully franked dividends; o The strong performance of the investment portfolio; and o A continued and improved communication program with our Shareholders.

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Why is the Company raising more capital?

To grow the Company One of the objectives of the Board is to continue to grow the Company's NTA and capital base which will lead to an increase in liquidity of the Company's shares. The Board aims to achieve this objective while maintaining the Company's strong performance track record.

Position the Company to benefit from increased interest and awareness from the

financial planning industry As a result of the Future of Financial Advice (FOFA) reforms announced last year, listed investment companies are now on a level playing field with managed funds. The size of the Company is a major consideration for the financial planning industry and as such we believe growing the size of the Company will also grow the demand from financial planners and dealer groups. 

How will the additional capital be deployed? No capital will be raised from the issue of the options, however capital will be raised if shareholders exercise their options. It is intended that money raised from the exercise of options (if fully exercised approximately $17.6m) will be invested in accordance with the Company's disciplined investment process. Our approach will remain to deliver the highest return possible within risk parameters acceptable to the Directors. If the Manager does not identify an opportunity under the Market Driven approach, we revert to cash. The average net cash position held since inception has been 53.5%. The Company also has the ability to short sell securities. Our investment process is Market Driven investing where we aim to take advantage of short term relative arbitrage opportunities and mispricings in the market. These include participating in initial public offerings, capital raisings, block trades, oversold positions, takeovers, listed investment company (LIC) discount to net tangible assets (NTA), stocks trading at a discount to their NTA, earnings momentum/surprise, short selling and market themes and trends.

 What are the advantages of the bonus option issue for Shareholders?

The options will trade on the ASX and may trade above the options’ intrinsic value;

Shareholders can sell their options on market or buy additional options;

By exercising their options, Shareholders can increase their holding in the Company without

paying brokerage;

By increasing the size of the Company, the Company's administrative expenses will reduce

as a percentage of the assets as they are spread across the larger pool of assets being

managed;

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By increasing the Company's number of shares on issue, it is expected that the liquidity in

the shares will increase making it easier for Shareholders to buy and sell the Company's

shares; and

By increasing the size of the Company, it will become more relevant in the market and

improve the coverage with financial planners and dealer groups.

The Board recommends that you read this Prospectus in its entirety. This Prospectus provides details of the Issue and an overview of the business and activities of the Company. Each option issued gives Shareholders the opportunity, but not the obligation, to subscribe for an additional share at any time on or before 12 December 2013 at $1.08 per share. On behalf of the Board of Directors, I would like to thank all Shareholders for their ongoing support. Yours sincerely

Geoff Wilson Chairman

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1. Overview of the Issue

Question Answer More Information

What is the business model of the Company?

The Company invests in a portfolio of ASX listed securities. This portfolio is managed by MAM Pty Limited (the Manager), a licensed securities dealer owned by Geoff Wilson. The Company provides investors with the opportunity to invest in an actively managed portfolio and gain access to the management experience and expertise of the Manager. The Company’s investment objectives are to preserve capital in both the short term and long term and deliver investors a growing income stream in the form of fully franked dividends. Our investment process is Market Driven investing where we aim to take advantage of short term relative arbitrage opportunities and mispricings in the market. These include participating in initial public offerings, capital raisings, block trades, oversold positions, takeovers, listed investment company (LIC) discount to net tangible assets (NTA), stocks trading at a discount to their NTA, earnings momentum/surprise, short selling and market themes and trends.

Section 7

The Manager is permitted by its investment management agreement with the Company to acquire interests in a broad range of investments including ASX listed securities, bills of exchange and other negotiable investments as well as interests in cash management trusts. The Company may also hold cash deposits.

The Company predominantly invests in ASX listed securities with a focus on absolute returns. The Manager's management and investment team include: Geoff Wilson - Chairman / Portfolio Manager Kate Thorley - CEO & Company Secretary Chris Stott - CIO / Portfolio Manager Matt Haupt - Equity Analyst Martin Hickson - Analyst / Dealer Mark Tobin - Assistant Analyst

What are the key risks associated with the business model, the security and the offer?

The key risks of any investment in the Company are highlighted below. Shareholders should bear these in mind, when considering whether to exercise their Options: • The success and profitability of the Company depends upon the

ability of the Manager to identify and take advantage of short term relative arbitrage opportunities and mispricings in the market; and

• The future earnings of the Company and the value of the investments of the Company may be affected by the general economic climate, commodity prices, currency movements, changing government policy and other factors beyond the control of the Company. As a result, no guarantee can be given in respect of the future earnings of the Company or the earnings and capital appreciation of the Company’s investments.

Shareholders should read these risks together with the other risks described in Section 3

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What is the key financial information about the financial position, performance and prospects?

The Company listed on the Australian Securities Exchange on 11 January 2008 with an NTA of 98.4 cents a share. The returns generated from the investment activity of the Company have enabled the Company to pay fully franked dividends to Shareholders. Since inception, a shareholder who subscribed to the offer to receive a share on admission of the Company to the ASX and retained that share would have received 20.5 cents per share in fully franked dividends in respect of that share.

The net tangible assets of the Company as at 31 May 2012 are $17,340,795.

The NTA after all taxes as at 31 May 2012 is 106.08 cents a share.

Since listing on the ASX, the Company's investment portfolio has delivered an average positive investment return of 11.2% per annum. This is 16.6% greater than the S&P/ASX All Ordinaries Accumulation Index which had a negative return of 5.4% per annum.

Under ASX listing rules the Company must disclose its NTA within 14 days of each month end. Within 2 months of 30 June and 31 December, the Company must also disclose to the ASX and lodge with ASIC its annual and half year financial report.

Section 5

Who will be in control and do they have the appropriate expertise?

As at the date of this Prospectus, the Directors of the Company are: • Geoffrey Wilson • Matthew Kidman • John Abernethy • Ronald J. Walker

Section 8

Geoffrey Wilson has had 32 years experience in the Australian and international securities industry. He holds a Bachelor of Science Degree and a Graduate Management Qualification. He is also a Fellow of the Institute of Company Directors and a Fellow of the Securities Institute of Australia. Geoffrey has been Chairman of the Company since July 2007. He is currently Chairman of WAM Research Limited, WAM Capital Limited, Australian Stockbrokers Foundation and Ascham Foundation Limited. He is a Director of Australian Leaders Fund Limited, Clime Capital Limited, Cadence Capital Limited, Vietnam Fund Limited, Incubator Capital Limited, the Sporting Chance Cancer Foundation, Australian Fund Managers Foundation, Odyssey House McGrath Foundation and The Australian Children's Music Foundation Limited. He is also a Director of investment management companies Wilson Asset Management (International) Pty Limited, MAM Pty Limited and Boutique Asset Management Pty Limited. Matthew Kidman worked as a portfolio manager at Wilson Asset Management (International) Pty Limited for 13 years between 1998 and 2011. Prior to joining Wilson Asset Management, Matthew worked as a finance journalist at the Sydney Morning Herald between the years 1994 and 1998. In 1997 he was made business editor of the paper and was charged with the responsibility of company coverage. He has degrees in Law and Economics and a Graduate Diploma in Applied Finance. Matthew has been a Director of the Company since July 2007. He is also a Director of WAM Research Limited, WAM Capital Limited and financial planning group, Centrepoint Alliance Limited.

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John Abernethy John Abernethy has over 30 years experience in funds management and corporate advisory. He spent ten years at NRMA Investments as Head of Equities managing portfolios of approximately $2 billion. In 1994 he joined Poynton Corporate Limited as an Executive Director before forming Clime Investment Management Limited (formerly known as Loftus Capital Partners) in 1996. John was also appointed Chairman of Clime Capital Limited in July 2009. He has a Bachelor of Law and Commerce from University of NSW. John is a Director of Jasco Holdings Limited, WAM Research Limited and Australian Leaders Fund Limited. John has been a Director of the Company since November 2007. Ronald J. Walker has been a prominent businessman in Australia and Great Britain for over 40 years, as co-founder, director and a major shareholder of Hudson Conway Limited, one of Australia's most successful publicly listed property development companies. He was also a co-founder and director of Crown Casino Limited. More recently, Mr Walker was Chairman of Fairfax Media Limited, Australasia’s most diversified multi-media company, from 2004 to 2009. Ronald has been a Director of the Company since March 2008.

Who has an interest?

Each of the Directors have purchased shares in the Company and they are remunerated for their services as a Director.

Section 8

Geoffrey Wilson is a Director and beneficial owner of the Manager, the entity appointed to manage the investment portfolio of the Company. In its capacity as the Manager, MAM Pty Limited is paid a management fee and a performance fee.

What is the Offer?

Shareholders in the Company are to receive a free Option for each Share in the Company that they hold at 5pm EST on the Record Date.

Section 9

The Options are exercisable at any time from their date of Issue until 12 December 2013.

Each Option allows the holder to acquire 1 share at an issue price of $1.08 on or before 12 December 2013.

There will be approximately 16,309,945 Options issued.

How will the proceeds be used?

The Issue is a bonus issue of Options and therefore no funds will be raised until the Options are exercised. Options can be exercised any time after issue until expiry. The money raised on exercise of the Options will be used by the Company for further investments consistent with the Company’s investment strategy (refer Section 7.1 – 7.2 for details).

Section 6

What will be the capital structure?

The capital structure of the Company as at the date of this Prospectus, and assuming completion of the Issue, is set out below:

Shares 16,309,945

Options 16,309,945

Fully diluted capital 32,619,890

Section 6

The above table is a summary only. This Prospectus should be read in full before making any decisions to apply for Shares.

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2. About the Issue

Question Answer

Who is the issuer of the Options and this Prospectus?

WAM Active Limited (ACN 126 420 719). The issue is being managed by Wilson Asset Management (International) Pty Ltd.

What is the purpose of the Issue? The Company is seeking to raise funds for the purpose of:

o increasing the size of the Company’s capital; and o lowering the Company’s administrative expenses as a

percentage of the Company's assets.

Each of the Shareholders benefit from the issue by receiving one free Option for each Share held. They can choose to exercise at their discretion until expiry. The Options will be listed on the ASX providing the opportunity for Shareholders to sell or purchase additional options. No capital will be raised from the issue of the options, however capital will be raised if shareholders exercise their options.

What do Shareholders need to do to receive their Options?

Existing shareholders do not need to do anything to receive Options under the Issue.

The Issue is a bonus issue of Options and Shareholders will receive 1 Option for each Share held by them at 5pm EST on the Record Date. You will receive a holding statement setting out the Options issued to you from Boardroom Pty Limited.

How do Shareholders exercise their options?

If you would like to exercise your Options you can do so by completing the notice of exercise form, paying $1.08 per Option to the Company by cheque or BPAY and returning the cheque and forms to Boardroom Pty Limited or the Company.

Can Shareholders exercise part of their option holding?

Yes, Optionholders should indicate on the notice of exercise form the number of Options they wish to exercise and remit the appropriate amount of money for that partial number of options.

Is there a cooling-off period? No.

How can further information be obtained?

Contact Geoff Wilson, Chris Stott or Kate Thorley on 02 9247 6755 or email enquiries to info@wamfunds.com.au if you have questions relating to the Issue.

If you are uncertain as to whether an investment in the Company is suitable for you, please contact your stockbroker, financial adviser, accountant, lawyer or other professional adviser.

3. Risk Factors 3.1. General Risk Factors

Intending investors should be aware that receiving and exercising Options involves various risks. There are general risks associated with owning securities in publicly listed companies. The price of securities can go down as well as up due to factors outside the control of the Company. These factors

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include Australian and worldwide economic and political stability, natural disaster, performance of the Australian stock market as a whole, the Australian interest rate, foreign exchange, taxation and labour relations environments. The operating results and profitability of the Company are sensitive to a number of factors. The following matters, as well as others described elsewhere in this Prospectus, should be carefully considered in evaluating the Company and its prospects: (a) the success and profitability of the Company in part depends upon the ability of the Manager

to identify and take advantage of short term relative arbitrage opportunities and mispricings in the market;

(b) the future earnings of the Company and the value of the investments of the Company may be affected by the general economic climate, commodity prices, currency movements, changing government policy and other factors beyond the control of the Company. As a result, no guarantee can be given in respect of the future earnings of the Company or the earnings and capital appreciation of the Company’s investments;

(c) variations in legislation and government policies could materially affect operating results;

(d) any variation in the taxation laws of Australia could materially affect the operating results;

(e) any variation in the exchange rates could materially affect the operating results;

(f) any variation in short and long term interest rates could materially affect the operating results;

(g) any variation in commodity prices could materially affect the operating results;

(h) the price of investments that the Company has purchased can fall as well as rise;

(i) the past performance of funds managed by the Manager, and persons associated with the Manager, are not necessarily a guide to future performance of the Company;

(j) the selling or purchasing of an unhedged option or warrant runs the risk of losing the entire investment or of causing significant losses to the Company in a relatively short period of time;

(k) the performance fee may create an incentive for the Manager to make Company investments that are riskier or more speculative than would be the case in the absence of a fee based on the performance of the Company;

(l) the Company’s Portfolio may be less diversified than other listed investment companies;

(m) investors are strongly advised to regard any investment in the Company as a long term proposition and to be aware that, as with any equity investment, substantial fluctuations in the value of their investment may occur; and

(n) the ability of the Manager to continue to manage the Company’s Portfolio in accordance with this Prospectus and the Corporations Act is dependent on the maintenance of the Manager’s AFSL and its continued solvency. Maintenance of the AFSL depends, among other things, on the Manager continuing to comply with the ASIC imposed licence conditions and the Corporations Act.

This list is not exhaustive and potential investors should read this Prospectus in full and, if they require further information on material risks, seek professional advice.

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4. Terms of the Issue 4.1. The Issue

The Issue is a bonus 1 for 1 issue of Options exercisable at $1.08 per Option. No funds will be raised by the grant of the Options. If all Options issued under this Prospectus are subsequently exercised, the Options issued would raise approximately $17,614,741. The Issue is made to all Shareholders registered at 5.00pm EST on the record date 20 June 2012 (Record Date). The total number of Options which may be issued is approximately 16,309,945.

The number of Options which you have been issued with is shown on the Option holding statement which is enclosed with this Prospectus. You do not need to take any action to receive the Options.

If you would like to exercise your Options you can do so by completing the notice of exercise form, paying $1.08 per Option to the Company and returning the cheque and forms to the share registrar or the Company.

4.2. Rights attaching to Options

On exercise, the Options will be converted to fully paid ordinary shares in the Company. Detailed provisions relating to the rights attaching to Options and Shares are set out in the Company’s constitution and the Corporations Act. A copy of the constitution can be inspected during office hours at the registered office of the Company.

See Section 9.3 for a summary of the rights attaching to the Options and Section 9.4 for the rights attaching to the Shares.

4.3. ASX quotation of the Options

Within 7 days after the date of this Prospectus, application will be made to the ASX for the Options to be quoted on the ASX.

If the ASX does not give permission for quotation of the Options within 3 months after the date of this Prospectus (or a later date permitted by ASIC), none of the Options will be issued and if any have been issued, the issue will be void, unless ASIC grants an exemption permitting the issue.

It is expected that quotation of the Options will initially be on a deferred delivery basis.

4.4. Issue and allotment of Options

No Options or other securities will be issued on the basis of this Prospectus later than the expiry date of this Prospectus being the date 12 months after the date of this Prospectus.

It is expected the issue of the Options will all occur on the same day. It is currently anticipated that this issue will occur on or before 25 June 2012. Holding statements in relation to the Options will be despatched as soon as practicable after the issue of the Options.

It is the responsibility of Shareholders to determine their allocation prior to trading in Options. Shareholders who sell any Options before they receive their holding statements will do so at their own risk.

4.5. Overseas Shareholders

The Options are not offered in any jurisdiction in which, or to any person to whom it would be unlawful to make such an offer.

The Issue is not being extended, and does not qualify for distribution or sale, and the Options may not be issued to a Shareholder with a registered address outside Australia, other than Shareholders with a registered address in New Zealand and any other jurisdiction in which it is lawful to make the offers of Options in accordance with this Prospectus.

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4.6. Taxation

The Directors do not consider that it is appropriate to give Shareholders advice regarding the taxation consequences of being granted Options under this Prospectus as it is not possible to provide a comprehensive summary of the possible taxation positions of all Shareholders. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Shareholders in respect of the Issue. Shareholders should consult their own professional tax adviser in connection with the taxation implications of the Issue.

5. Financial Position of the Company 5.1. Net Tangible Asset Backing per Share

The net tangible asset backing per Share (NTA) as reported by the Company to the ASX in accordance with Listing Rule 4.12 for the 2 months before the date of this Prospectus is set out below:

31 May 2012 30 April 2012

NTA before all taxes 105.76 cents 107.35 cents

NTA after tax and before tax on unrealised gains 107.40 cents 108.62 cents

NTA after all taxes 106.08 cents 107.17 cents

5.2. Overview of Operations and Results

As at 31 December 2011, the Company announced an operating loss before tax for the 6 months to 31 December 2011 of $212,670, and an after tax operating loss of $44,644. However, during the half year to 31 December 2011, the investment portfolio, before all costs and taxes, outperformed the S&P/ASX All Ordinaries Accumulation Index by 9.9%.

As at 31 December 2011, the Company’s NTA before all taxes was 107.23 cents per Share and the NTA after all taxes was 108.32 cents per Share.

The Company listed on the Australian Securities Exchange on 11 January 2008 with an NTA of 98.4 cents per Share. The returns generated from the investment activity of the Company has enabled the Company to pay fully franked dividends to Shareholders. Since listing on the ASX, a Shareholder who subscribed to the offer and received a Share on admission of the Company to the ASX and retained that Share would have received 20.5 cents per Share in fully franked dividends in respect of that Share.

Returns to 31 May 2012

The table below sets out the Company’s investment performance for various periods ending 31 May 2012.

Annualised performance for periods prior to 31 May 2012

WAA Investment Portfolio

S&P/ASX All Ordinaries Accumulation Index Outperformance

1 year +2.0% -9.5% +11.5%

2 years +7.4% +0.6% +6.8%

3 years +14.9% +7.1% +7.8%

Since admission to the ASX (Jan-08) +11.2% -5.4% +16.6%

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The performance table for the relevant periods has been calculated on the basis of the following assumptions:

(a) The performance table sets out the performance of the Company only;

(b) The Company's performance set out above reflects annualised percentage changes in the value of the Company's portfolio, calculated by reference to the last sale price on the ASX for each investment on the last trading day of each month and the amount of cash maintained by the Company as at that date;

(c) The performance is calculated on a monthly basis, compounded and then annualised over the relevant period;

(d) Dividends, interest and other distributions are included on an accruals basis;

(e) The performance of the Company has been calculated before the payment of all fees (including brokerage, management and performance fees and Custodian fees);

(f) The performance of the Company has been calculated before income tax expense. It is believed that the inclusion of performance of the Company before income tax allows the performance to be compared to the S&P/ASX All Ordinaries Accumulation Index;

(g) The source data has been drawn from audited financial statements of the Company for the period from incorporation, being January 2008 and subsequent financial years;

(h) The Company's audited financial statements have been prepared in accordance with the Australian Accounting Standards applicable;

(i) The Company's performance has been presented as a percentage in order to compare it with the S&P/ASX All Ordinaries Accumulation Index; and

(j) The Company's performance does not take into account any value derived through imputation credits.

Past performance of the Company managed by the Manager is not indicative of the future performance of the Company. The table below sets out the Company’s dividends declared in respect of each financial year since listing on the ASX through to 31 May 2012.

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5.3. WAM Active Limited Investments at Market Value as at 31 May 2012

As at 31 May 2012 the total value of the Company’s portfolio of investments in ASX listed securities was $9,247,362. These values were determined on the basis of the last sale price on ASX at close of trading on 31 May 2012 for ASX quoted securities.

Below is the portfolio holdings of the Company on 31 May 2012 and the market value of those securities (based on the closing price on that date).

Quantity Market Value $ Quantity Market Value $Consumer Discretionary Industrials Noni B Limited 204,967 149,626 Ludowici Limited 52,340 567,366 Guinness Peat Group plc 230,772 88,847 Australian Infrastructure Fund 172,300 404,905

238,473 Coventry Group Limited 129,170 348,759 Consumer Staples Clough Limited 457,617 343,213 Ridley Corporation Limited 57,298 57,871 CMI Limited Conv Pref Class A 272,232 257,259

57,871 Clarius Group Limited 462,718 201,282 Financials Cardno Limited 24,936 184,526 Contango Capital Partners Limited 605,562 545,006 Talent2 International Limited 184,800 137,676 Sunland Group Limited 562,563 497,868 Norfolk Group Limited 135,540 134,185 CBA Perpetual Exc Resale Listed Sec - PERLS IV 1,850 367,799 Chandler Macleod Group Limited 326,485 120,799 ING Real Estate Community Living Group 1,782,935 365,502 Ariadne Australia Limited 51,417 16,711 Suncorp Group Limited 45,240 351,062 Service Stream Limited 36,744 12,493 RHG Limited 799,162 315,669 Dolomatrix International Limited 653,150 5,878 Premium Investors Limited 461,774 295,535 2,735,052 Platinum Capital Limited 300,199 292,694 Information Technology Trafalgar Corporate Group 272,115 178,235 Dyesol Limited 462,529 60,129 Global Mining Investments Limited 168,590 162,689 60,129 IMF (Australia) Limited 10.25% Conv Note Dec 2014 88,636 153,340 Materials Keybridge Capital Limited 1,268,280 139,511 Murchison Metals Limited 613,672 288,426 Thakral Holdings Group 145,912 110,893 Tribune Resources Limited 17,149 20,922 Merricks Capital Special Opportunity Fund Limited 100,587 63,370 309,348 Ing Private Equity Access Limited 175,756 61,515 Telecommunication Services Ask Funding Limited 212,099 32,875 Telstra Corporation Limited 104,520 371,046 Money3 Corporation Limited 82,901 30,673 iiNet Limited 116,998 362,694 Finbar Group Limited 21,586 19,859 733,740 Wentworth Holdings Limited 319,911 16,315 Utilities Signature Capital Investments Limited 40,076 11,221 Ethane Pipeline Income Fund 197,307 449,860

4,011,633 Challenger Infrastructure Fund 156,144 178,004 Health Care 627,864 Starpharma Holdings Limited 114,660 181,736 Australian Pharmaceutical Industries Limited 468,000 168,480 Total Long Portfolio 9,247,362 Vision Eye Institute Limited 265,873 79,762 Reva Medical Inc 66,576 43,274 Total Cash and Cash Equivalents, income receivable 8,689,765

473,252 and net outstanding settlements

Total Short Portfolio (439,889)

Gross Assets 17,497,238

The above table does not reflect the current portfolio of investments as the Company has continued to actively trade in securities since 31 May 2012.

6. Use of Proceeds and Effect of the Issue 6.1. Use of Funds and Effect of the Issue

No funds will be raised by the issue of the Options.

The Directors intend to apply the funds raised on the exercise of the Options for further investment consistent with the investment objectives and investment process set out in Section 7.

If all of the Options were exercised by the expiry date, the effect on the Company would be as follows (based on the number of Shares on issue as at the date of this Prospectus):

1. The current number of Shares on issue would increase by 16,309,945 Shares to approximately 32,619,890 Shares; and

2. The cash reserves of the Company would increase by approximately $17,617,741. These cash reserves would be utilised in pursuing the investment objectives of the Company.

The Directors and the Manager do not guarantee that any Options will be exercised or that those funds will be raised.

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If the Options are exercised and the funds are raised then the Company will have further capital to invest.

The capital structure of the Company as at the date of this Prospectus, and assuming completion of the Issue, is set out below:

Shares 16,309,945

Options 16,309,945

Fully diluted capital 32,619,890 6.2. Pro Forma Balance Sheet

The Pro Forma Balance Sheet set out below represents the Balance Sheet of the Company as at 31 December 2011 (which was subject to independent review by the Auditors, Moore Stephens Sydney) adjusted for completion of the Issue and exercise of all Options. It is intended to be illustrative only and it neither reflects the actual position of the Company as at the date of this Prospectus nor at the conclusion of the Issue. In particular, it does not reflect actual expenditure of funds since 31 December 2011.

References to ‘pro-forma’ information are non-IFRS financial Information prepared in accordance with ASIC Regulatory Guide 230 (Disclosing non-IFRS financial Information) issued in December 2011. Non-IFRS financial information has not been subject to audit or review.

WAM Active Limited Pro Forma Balance Sheet

Actual 31 December 2011

Pro Forma 31 December 2011 (adjusted for Issue and

exercise of Options)

$ $ ASSETS Cash and cash equivalents 9,183,284 26,764,025 Trade and other receivables 1,694,774 1,694,774 Financial assets 6,935,213 6,935,213 Deferred tax assets 314,899 314,899 TOTAL ASSETS 18,128,170 35,708,911 LIABILITIES Trade and other payables 123,091 123,091 Financial liabilities 274,207 274,207 Deferred tax liabilities 179,828 179,828 TOTAL LIABILITIES 577,126 577,126 NET ASSETS 17,551,044 35,131,785 EQUITY Issued capital 16,055,911 33,636,652 Reserves 1,495,133 1,495,133 TOTAL EQUITY 17,551,044 35,131,785

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The above table headed “Pro forma 31 December 2011” assumes that:

1. All Options offered under this Prospectus are granted;

2. Issue expenses of $34,000 excluding GST were paid on 31 December 2011;

3. All Options issued under this Prospectus were exercised at 31 December 2011; and

4. Interim dividend has been declared but not paid.

6.3. Profit and Loss Statement

There will be no immediate effect on the Company’s Income Statement as a result of the issue of Options pursuant this Prospectus. The investment of any funds raised from the exercise of those Options will ultimately effect the Company’s Income Statement as a result of the performance of the investment. This is not a matter which is presently capable of being quantified by the Manager or the Directors.

7. Overview of the Company 7.1. Investment Objectives

The Company’s investment objectives are to preserve capital in both the short term and long term and deliver investors a growing income stream in the form of fully franked dividends.

7.2 Investment Process Our investment process is Market Driven investing where we aim to take advantage of short term relative arbitrage opportunities and mispricings in the market. These include participating in initial public offerings, capital raisings, block trades, oversold positions, takeovers, listed investment company (LIC) discount to net tangible assets (NTA), stocks trading at a discount to their NTA, earnings momentum/surprise, short selling and market themes and trends.

7.3 Permitted Investments

Under the Management Agreement, the Manager is permitted to undertake investments on behalf of the Company without Board approval. However, if the proposed investment is not in accordance with the investment strategies as outlined in this section, as amended by the Board from time to time, Board approval for the investment is required. The Company proposes to invest in the following investments: (a) listed securities, being any security quoted on the ASX and other markets including, shares,

units or notes which are redeemable, preference or deferred, fully or partly paid, with or without any right, title or interest thereto or therein (including a right to subscribe for or convert to any such security whether listed on the ASX or not), and any security of whatsoever nature which the Manager expects will be quoted on the ASX within an 18 month period from the date of investment;

(b) listed securities on any global stock market where the security is also listed on the ASX;

(c) listed securities on any global stock market where the Manager and the Board are comfortable that the reporting standards are at least equivalent to the ASX;

(d) discount or purchase of bills of exchange, promissory notes or other negotiable instruments accepted, drawn or endorsed by any bank, or by any corporation of at least an investment grade credit rating granted by a recognised credit rating agency in Australia;

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(e) debentures, unsecured notes and bonds of a corporation of at least an investment grade credit rating granted by a recognised credit rating agency in Australia;

(f) units or other interests in cash management trusts; and

(g) any other financial products with which the Manager may use in the management of the Portfolio in accordance with its Australian Financial Services Licence.

Under the Management Agreement, the Manager may only undertake investments in accordance with the above criteria. 7.4 Dividend Policy

The Board is committed to paying an increasing stream of fully franked dividends to Shareholders provided the Company has sufficient franking credits that can be distributed to Shareholders and it is within prudent business practices. Dividends are paid on a six-monthly basis.

8. WAM Active Limited and its Directors 8.1. Interests of Directors in the Company

The number of Shares in which Directors and their Associates have a Relevant Interest are as follows:

Director Ordinary Shares Options

Geoffrey Wilson 2,144,793 Nil

Matthew Kidman 301,702 Nil

John Abernethy 60,000 Nil

Ronald J. Walker 1,642,300 Nil

8.2. No Other Interests

Except as set out in this Prospectus, there are no interests that exist at the date of this Prospectus and there were no interests that existed within 2 years before the date of this Prospectus that are, or were respectively, interests of a Director, a proposed Director of the Company or a promoter of the Company or in any property proposed to be acquired by the Company in connection with its formation or promotion or the Issue. Further, there have been no amounts paid or agreed to be paid to a Director in cash or securities or otherwise by any persons either to induce him to become or to qualify him as a Director or otherwise, for services rendered by him in connection with the promotion or formation of the Company.

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8.3. Directors’ Remuneration

Directors are entitled to receive Directors’ fees of $110,000 per annum to be shared among the Directors. Additional remuneration may be paid in accordance with the Company’s Constitution. The following are the Directors’ remuneration paid and payable for the year ending 30 June 2012:

Director Director’s Fees

Geoffrey Wilson $1,000

Matthew Kidman $10,000

John Abernethy $30,000

Ronald J. Walker $30,000

Geoffrey Wilson is a Director of MAM Pty Limited, the entity appointed to manage the investment portfolio of WAM Active Limited and manage the day-to-day operations of the Company. MAM Pty Limited operates a funds management business which receives the benefit of the services of a number of investment personnel, research analysts, accountants and other administrative staff. Entities associated with Geoffrey Wilson hold the issued shares of MAM Pty Limited. The core duties of the Manager include managing the investment portfolio; the provision of financial and administrative support to ensure the maintenance of the corporate and statutory records of the Company; liaison with the ASX with respect to compliance with the ASX Listing Rules; liaison with ASIC with respect to compliance with the Corporations Act; liaison with the share registrar of the Company; maintenance of investor relations; and the provision of information necessary for the maintenance of financial accounts of the Company to be completed. In its capacity as Manager, MAM Pty Limited was paid a management fee of 1% p.a (plus GST) of gross assets amounting to $205,699 inclusive of GST in 2011 (2010: $217,545). As at 30 June 2011, there was a balance payable to the Manager of $16,960 (2010: $17,324). In addition, MAM Pty Limited is to be paid, annually in arrears, a performance fee being 20% of the increase in the gross value of the portfolio above the high water mark: The high water mark is the greater of the: • The highest gross value of the portfolio as at the last day of the last performance period for which

a performance fee was last paid or payable; and • the gross proceeds raised from the issue of shares pursuant to the original prospectus.

If the gross value of the portfolio falls below a previous high water mark then no further performance fees can be accrued or paid until the loss has been fully recovered. In the year to 30 June 2011, a performance fee of $320,726 inclusive of GST was paid to MAM Pty Limited (2010: $715,174).

8.4 Deed of Indemnity

The Company has agreed to indemnify, to the extent permitted by the Corporations Law, each officer in respect of certain liabilities which the officer may incur as a result of, or by reason of (whether solely of in part), being or acting as an officer of the Company. The Company has also agreed to maintain in favour of each officer a directors' and officers' policy of insurance for the period that they are officers and for 7 years after they cease to act as officers.

9. Additional Information 9.1. Capital Structure

As at the date of this Prospectus, the Company had 16,309,945 Shares on issue. On completion of the Issue, should all entitlements be taken up, the number of Options on issue will be 16,309,945

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Options. The number of Shares on issue may increase up to approximately 32,619,890 Shares should all Options be exercised.

9.2. Legal Proceedings

The Company is not and has not been, during the 12 months preceding the date of this Prospectus, involved in any legal or arbitration proceedings which have had or may have a significant effect on the financial position on the Company. As far as the Directors are aware, no such proceedings are threatened against the Company.

9.3. Rights Attaching to the Options

The terms and conditions of the Options are as follows:

Register

The Company will maintain a register of holders of Options in accordance with Section 168(1)(b) of the Corporations Act.

Transfer/Transmission

An Option may be transferred or transmitted in any manner approved by the ASX.

Exercise

An Option may be exercised by delivery to the Company of a duly completed notice of exercise of Options, signed by the registered holder of the Option, together with payment to the Company of $1.08 per Option being exercised and the relevant option certificate. A blank notice of exercise of Options will be provided to Optionholders at the same time as Option holding statements are despatched.

An Option may be exercised on any business day from the date of grant to 12 December 2013 (inclusive), but not thereafter.

A notice of exercise of Options is only effective when the Company has received the full amount of the exercise price in cash or cleared funds.

Dividend Entitlement

Options do not carry any dividend entitlement until they are exercised. Shares issued on exercise of Options rank equally with other issued Shares of the Company on and from this date.

Participating rights

An Optionholder may only participate in new issues of securities to holders of ordinary shares in the Company if the option has been exercised and Shares allotted in respect of the Option before the record date for determining entitlements to the issue. The Company must give at least 7 business days’ notice to Optionholders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

If between the date of issue and the date of exercise of an Option the Company makes one or more rights issues (being a pro rata issue of ordinary shares in the capital of the Company that is not a bonus issue), the exercise price of options on issue will be reduced in respect of each rights issue according to the following formula:

NE = OE – E [P – (S + D)]

(N + 1)

where:

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NE is the new exercise price of the Option;

OE is the old exercise price of the Option;

E is the number of underlying ordinary shares into which one Option is exercisable;

P is the average closing sale price per ordinary share (weighted by reference to volume) recorded on the stock market of the ASX during the 5 trading days ending on the day before the ex rights date or ex entitlements date (excluding special crossings and overnight sales);

S is the subscription price for an ordinary share under the rights issue;

D is the dividend due but not yet paid on each ordinary shares at the relevant time; and

N is the number of ordinary shares that must be held to entitle holders to receive a new ordinary share in the rights issue.

If there is a bonus issue to the holders of ordinary shares in the capital of the Company, the number of ordinary shares over which the Option is exercisable will be increased by the number of ordinary shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

Reconstructions and Alteration of Capital

Any adjustment to the number of Outstanding Options and the Exercise Price under a re-organisation of the Company’s share capital must be made in accordance with the Listing Rules.

Stock Exchange Listing

The Company must make application for quotation of shares issued on exercise of the Options on the ASX in accordance with the Listing Rules. Shares so issued will rank equally with other issued ordinary shares of the Company.

9.4. Rights Attaching to the Shares

The following information is a summary of the Company Constitution. Shareholders have the right to acquire a copy of the Company Constitution, free of charge, from the Company until the expiry of this Prospectus.

Each Share confers on its holder:

(a) the right to vote at a general meeting of Shareholders (whether present in person or by any representative, proxy or attorney) on a show of hands (one vote per shareholder) and on a poll (one vote per Share on which there is no money due and payable) subject to the rights and restrictions on voting which may attach to or be imposed on Shares (at present there are none);

(b) the right to receive dividends, according to the amount paid up on the Share;

(c) the right to receive, in kind, the whole or any part of the Company’s property in a winding up, subject to priority given to holders of Shares that have not been classified by ASX as “restricted securities” and the rights of a liquidator to distribute surplus assets of the Company with the consent of members by special resolution; and

Subject to the Corporations Act and the Listing Rules, Shares are fully transferable.

The rights attaching to Shares may be varied with the approval of Shareholders in general meeting by special resolution.

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9.5. Investor Considerations

Before deciding to exercise your Options, you should consider whether the Shares to be issued and allotted on exercise of the Options are a suitable investment for you. There are general risks associated with any investment in the stock market. The value of shares listed on the ASX may rise or fall depending on a range of factors beyond the control of the Company.

If you are in doubt as to the course you should follow, you should seek advice on the matters contained in this Prospectus from a stockbroker, solicitor, accountant or other professional adviser immediately.

The potential tax effects relating to the Issue will vary between Shareholders. Shareholders are urged to consider the possible tax consequences of participating in the Issue by consulting a professional tax adviser.

9.6. Continuous Disclosure and Documents Available for Inspection

The Company is a disclosing entity for the purposes of Section 111AC(1) of the Corporations Act and as such, is subject to regular reporting and disclosure obligations. Broadly, these obligations require the Company to:

(a) Prepare and lodge with the ASIC both yearly and half-yearly financial statements accompanied by a directors’ statement and report and an audit or review report;

(b) Within 14 days after the end of each month, tell ASX the net tangible asset backing of its quoted securities as at the end of that month; and

(c) Immediately notify the ASX of any information concerning the Company of which it is, or becomes, aware and which a reasonable person would expect to have a material effect on the price or value of securities in the Company, subject to certain limited exceptions related mainly to confidential information.

Copies of documents lodged at the ASIC in relation to the Company may be obtained from or inspected at an office of the ASIC. Copies of documents lodged with the ASX in relation to the Company may be obtained from, or inspected at, an office of the ASX.

This Prospectus is issued pursuant to Section 713 of the Corporations Act. This enables listed disclosing entities to issue a prospectus with more limited disclosure than would be required of a full-form prospectus where the Company has been a listed disclosing entity for a period of at least 12 months.

9.7. Other Documents

The Company will provide a copy of any of the following documents free of charge to any person who requests a copy in relation to this Prospectus:

(a) The annual financial report of the Company for the year ended 30 June 2011 being the most recently lodged with ASIC before the lodgement of this Prospectus;

(b) Any half-year financial report lodged with ASIC by the Company after the lodgement of the most recently lodged annual financial report and before the lodgement of the copy of the Prospectus with ASIC; and

(c) Any other document or financial statement lodged by the Company with ASIC or the ASX under the continuous disclosure reporting requirements in the period after lodgement of the 30 June 2011 annual financial report referred to above to the date of lodgement of this Prospectus with ASIC being:

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Date Announcement 08/05/2012 Investment Update and NTA May 2012 07/05/2012 WAA Shareholder Presentation May 2012 04/05/2012 Bonus Option Issue 04/05/2012 Investment Update and NTA April 2012 26/04/2012 Appendix 3Y Change in Directors Interest – M Kidman 26/04/2012 Appendix 3B DRP 18/04/2012 Interim Dividend DRP Price 12/04/2012 Investment Update and NTA March 2012 30/03/2012 Investor Presentation Invitation May 2012 13/03/2012 Investment Update and NTA February 2012 22/02/2012 Investor Newsletter 14/02/2012 Investment Update and NTA January 2012 13/02/2012 Media Release – Half Year Results and Interim Dividend 13/02/2012 Appendix 4D Half Year Results 02/02/2012 Notice 605 of ceasing to be a substantial holder for SGI 13/01/2012 Investment Update and NTA December 2011 15/12/2011 Notice 603 of becoming a substantial holder for SOE 14/12/2011 Investment Update and NTA November 2011 16/11/2011 WAA AGM Proxy Results November 2011 16/11/2011 WAA Shareholder Presentation November 2011 16/11/2011 WAA AGM – Chairman’s Address 14/11/2011 Investment Update and NTA October 2011 21/10/2011 Form 604 – Notice of change of substantial holder for SGI 14/10/2011 Investment Update and NTA September 2011 14/10/2011 WAA Invitation to AGM and Investor Presentation 14/10/2011 Notice of Annual General Meeting / Proxy Form 10/10/2011 Form 604 – Notice of change of substantial holder for SGI 30/09/2011 Appendix 3Y Change in Directors Interest – M Kidman 30/09/2011 Appendix 3B DRP 30/09/2011 Annual Report 23/09/2011 Dividend Reinvestment Plan Price 12/09/2011 Investment Update and NTA August 2011 05/09/2011 Investor Newsletter 12/08/2011 Investment Update and NTA July 2011 04/08/2011 Notice of change of substantial holder for CCQ 02/08/2011 Media Release 02/08/2011 Appendix 4E Preliminary Final Report FY2011 28/07/2011 Notice of change of substantial holder for CCQ 20/07/2011 ASX LIC Roadshow Presentation 13/07/2011 Investment Update and NTA June 2011

9.8. Expenses of the Issue

Expenses of the Issue including ASIC and ASX fees, printing costs and legal costs are estimated to be approximately $34,000 excluding GST.

9.9. Minimum Subscription

There is no minimum subscription for the Issue.

9.10. ASIC Class Order

The Issue is made pursuant to ASIC Class Order 00/1092 which exempts the Company from complying with Sections 717 and 723 of the Corporations Act 2001 to the extent that those sections require:

(a) this Prospectus to include or be accompanied by an application form; and

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(b) the Company to only issue Options pursuant to this Prospectus to a person who has submitted an application form distributed with this Prospectus.

The Issue is also made pursuant to ASIC Class Order 00/843 which exempts the Company from complying with section 727(3) of the Corporations Act 2001 to the extent that section prohibits the Company from issuing Options during the exposure period following lodgement of this Prospectus.

9.11. Other Information

There is no information relating to the Issue that, because of its confidential or prejudicial nature, has not been notified to the ASX which investors or their professional advisers would reasonably require and reasonably expect to make an informed assessment of the effect of the assets and liabilities, financial position and performance, profits and losses and prospects of the Company and the rights and liabilities attaching to the Options.

9.12. Consents and Responsibility Statements

MAM Pty Limited has given and before lodgement of this Prospectus has not withdrawn its consent to be named in this Prospectus as Manager of the Company in the form and context in which it is named. Wilson Asset Management (International) Pty Limited has given and before lodgement of this Prospectus has not withdrawn its consent to be named in this Prospectus as Issue Manager of the Company in the form and context in which it is named. Boardroom Pty Ltd has given and before lodgement of this Prospectus has not withdrawn its consent to be named in the Prospectus as registrar of the Company in the form and context in which it is named. Moore Stephens Sydney has given and before lodgement of this Prospectus has not withdrawn its consent to be named in this Prospectus as auditor of the Company in the form and context in which it is named. None of Moore Stephens Sydney, Boardroom Pty Ltd, MAM Pty Limited or Wilson Asset Management (International) Pty Limited: (a) has authorised or caused the issue of the Prospectus;

(b) has made, or purported to have made, any statement in this Prospectus, except this section; and

(c) assumes responsibility for any part of this Prospectus except for statements in this section.

Each of these entities to the maximum extent permitted by the law, disclaim any responsibility or liability for any part of this Prospectus other than a statement included in this Section. 10. Definitions and Interpretation 10.1. Defined Terms

In this Prospectus:

AFSL means Australian Financial Services License.

ASIC means the Australian Securities & Investments Commission.

Associate has the same meaning as in the Corporations Act.

ASX or Australian Securities Exchange means the ASX Limited or the securities exchange operated by ASX Limited.

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Company Constitution means the constitution of the Company.

Directors or Board means the directors of the Company.

EST means Eastern Standard Time.

Issue means the issue of approximately 16,309,945 Options offered to Shareholders under this Prospectus.

Listing Rules means the listing rules of the ASX.

Manager means MAM Pty Ltd (ACN 100 276 542).

Option means an option to acquire a Share with an exercise price of $1.08 to be granted pursuant to this Prospectus.

Portfolio means the portfolio of investments of the Company from time to time.

Prospectus means this prospectus as modified or varied by any supplementary document issued by the Company and lodged with the ASIC from time to time.

Record Date means 20 June 2012.

Related Body Corporate has the meaning given to that term under Section 50 of the Corporations Act.

Relevant Interest has the meaning set out in the Corporations Act.

Securities means securities as defined in Section 92 of the Corporations Act.

Share means a fully paid ordinary share in the Company.

Shareholder means a registered holder of a Share.

Share Registrar means Boardroom Pty Limited.

WAM Active Limited or the Company means WAM Active Limited (ACN 126 420 719).

10.2. Interpretation

In this Prospectus the following rules of interpretation apply unless the context otherwise requires:

(a) Words and phrases not specifically defined in this Prospectus have the same meaning that is given to them in the Corporations Act and a reference to a statutory provision is to the Corporations Act unless otherwise specified;

(b) The singular includes the plural and vice versa;

(c) A reference to an individual or person includes a corporation, partnership, joint venture, association, authority, company, state or government and vice versa;

(d) A reference to any gender includes both genders;

(e) A reference to clause, section, annexure or paragraph is to a clause, section, annexure or paragraph of or to this Prospectus, unless the context otherwise requires;

(f) A reference to “dollars” or “$” is to Australian currency;

(g) In this document, headings are for ease of reference only and do not affect its interpretation; and

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(h) Except where specifically defined in the Prospectus, terms defined in the Corporations Act have the same meaning in this Prospectus.

10.3. Governing Law

This Prospectus is governed by the laws of New South Wales.

10.4. Approval

This Prospectus has been approved by unanimous resolution of the Directors of the Company.

Dated: 8 June 2012

Geoff Wilson Chairman

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Corporate Directory

Directors of WAM Active Limited Geoffrey Wilson (Chairman) Matthew Kidman John Abernethy Ronald Walker

Manager of WAM Active Limited MAM Pty Ltd

Level 11 139 Macquarie Street Sydney NSW 2000 Ph: (02) 9247 6755 Fax: (02) 9247 6855

Registered Office

Level 11 139 Macquarie Street Sydney NSW 2000 Ph: (02) 9247 6755 Fax: (02) 9247 6855

Auditors of the Company

Moore Stephens Sydney Level 7 20 Hunter Street Sydney NSW 2000 Ph: (02) 8236 7700 Fax: (02) 9233 4636

Share Registrar

Boardroom Pty Limited Level 7, 207 Kent Street Sydney NSW 2000 Ph: (02) 9290 9600 Fax: (02) 9279 0664

Company Secretary

Kate Thorley

Stock Exchange Listing Australian Securities Exchange Listing Code: WAA Ordinary shares WAAO Options $1.08 expiry 12 December 2013

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