Dear Fellow Investor,

As a boutique investment company managing approximately $325m in assets (as at 30 June 2007), we specialise in creating wealth for high net-worth individuals, private investors, select institutions and clients of financial advisers. Our aim is to produce superior, long term, absolute returns to investors, in excess of the performance of the Australian markets.

We offer two attractive choices for medium to long-term investment: the Prime Value Growth Fund, which aims to provide superior capital growth, and the Prime Value Imputation Fund, which aims to provide capital growth as well as regular, tax-effective income. We also operate Individual Managed Accounts for wholesale clients. The depth and breadth of our investment expertise has produced superior performance relative to the overall market. Although past results are not necessarily indicative of future performance, both of our Funds have outperformed the S&P/ASX 300 Accumulation Index over the medium and longer term, and in both positive and negative market conditions.

In recognition of the success of our Funds, Prime Value was the winner of the Standard and Poor’s “Boutique Fund Manager of the Year” award in both 2005 and 2006. The Prime Value Imputation Fund was also the winner of the Standard and Poor’s “Australian Equities Fund of the Year” in 2005.

Successful investing can be likened to warfare. Although some individual battles may be lost, ultimate victory and success depends not on size but on strategy and tactics, minimising or avoiding mistakes, flexibility and the commitment and expertise of people. As you read this PDS, you will find that these attributes are what make Prime Value a very successful fund manager.

Our investment philosophy provides a foundation for our investment strategies and tactics, and recognises that there needs to be a balance between wealth creation and wealth preservation. A key tenet of our philosophy is the principle of avoiding or minimising mistakes in order to maximise returns. This approach underpins our stock selection and portfolio strategy processes and, to a lesser extent, our use of market timing.

When evaluating investment opportunities, we focus on good companies selling below their intrinsic value. We look beyond fundamental analysis of the companies and broader economic and industry data; we get to know our investments, their people and their strategies. As a measure of our confidence in the success of our strategies and tactics, we back our decisions with our own investments and share the risks and rewards along with our investors. The title of this document ‘Building Wealth Together’ is more than simply a slogan; it is a statement of our personal commitment and confidence, which has helped to drive our past and continuing success.

People and teamwork are essential to developing and implementing successful investment strategies and we are fortunate to be served by a team with many years of practical and successful investment expertise.
Our Board and investment team are highly respected in the investment community and have ridden the roller coaster of market booms and busts, high and low inflation and fluctuating interest rates that have punctuated the past three decades. Their experience in maximising returns, even in bad years, is reflected in our investment strategy and tactics. Our size gives us added flexibility to manoeuvre within changing markets and to seize opportunities quickly and successfully.

We commend this Offer to you and urge you to examine this Product Disclosure Statement carefully. We are confident that you will see the benefits of trusting your investments with us… and join us in ‘Building Wealth Together’.