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UPDATE TO PRODUCT DISCLOSURE STATEMENT DATED 29 JANUARY 2008

Transaction Services (effective 1 December 2008)

On 30 November 2007, Bendigo and Adelaide Bank Limited (BEN) (ACN 068 049 178) (previously known as Bendigo Bank Limited) and Adelaide Bank Limited (ABL) merged. From 1 December 2008 the two banks will operate through a single legal entity. Adelaide Bank will be a division of BEN.

This will mean that from this date all Transaction Services provided in respect of the Adelaide Cash Management Trust ARSN 088 786 681(the Trust) will be provided by BEN rather than ABL.

The proposed change will not affect fees and costs or the way in which Transaction Services are provided. You can continue to utilise Adelaide Bank branches, Adelaide Bank ATMs, the Adelaide Bank website (www.adelaidebank.com.au) and the Express Line telephone service. There will be no change to the BSB number if you wish to invest by direct credit.

There will also be no change in the way that we manage your investment in the Trust.

There will however be consequential changes to the Trust's Product Disclosure Statement dated 29 January 2008 (PDS). These changes are not materially adverse, and accordingly, the amendments are made in accordance with ASIC Class Order 03/237. This update should be read in conjunction with the PDS.

Unless stated otherwise, terms used in this update have the same meaning given to them in the PDS. This notice has been prepared by the Manager.

Changes to the PDS (effective 1 December 2008) are outlined below.

All Sections (including the Terms and Conditions and the Application Form)

• Except as detailed below, all references to Adelaide Bank Limited and that entity's ABN 54 061 461 550 and AFSL 240516 should be read as references to Bendigo and Adelaide Bank Limited and that latter entity's ABN 11 068 049 178 and AFSL 237879.
• As a result of the above change, except as detailed below, all references to 'Adelaide Bank' and 'the Bank' will mean Bendigo and Adelaide Bank Limited.
• All references to 'Adelaide Bank branch' or 'branch of Adelaide Bank' should be read as references to branches of Adelaide Bank, a division of Bendigo and Adelaide Bank Limited.

Section 1: The Adelaide Cash Management Trust

• In the part titled 'About the Trust' on page 5 of the PDS the following is deleted: "On the 19 March 2008, Standard & Poor's affirmed its 'BBB+' long term and 'A-2' short term counterparty credit ratings for Adelaide Bank. The long term rating outlook remains stable. The Trust itself has not been assigned a rating by Standard & Poor's." And replaced with: "On the 22 April 2008, Standard & Poor's affirmed its 'BBB+' long term and 'A-2' short term counterparty credit ratings for Bendigo and Adelaide Bank Limited. The long term rating outlook remains stable. The Trust itself has not been assigned a rating by Standard & Poor's."

Inside back cover

• The registered office of the Manager and the Bank has changed from 169 Pirie Street, Adelaide SA 5000 to The Bendigo Centre, Bendigo Vic 3550.

Financial Services Ombudsman (effective 1 December 2008)
On 1 July 2008, the Banking and Financial Services Ombudsman (BFSO), Financial Industry Complaints Service (FICS) and Insurance Ombudsman Service (IOS) merged to form the national Financial Ombudsman Service (FOS). As a result of this merger the Trust's PDS is being changed as outlined below.

Section 1: The Adelaide Cash Management Trust

• In the part titled "Complaints" on page 14 of the PDS the following is deleted:
  
  "The Manager is a member of the Financial Industry Complaints Service Limited (FICS).
  
  If your complaint is not resolved to your satisfaction (or resolved within 45 days of receipt), you can contact FICS by writing to:
  
  

  Financial Industry Complaints Service Ltd
  PO Box 579 Collins Street
  West Melbourne VIC 3007
  Telephone: 1300 780 808
  

  The role of FICS is to formally investigate cases only after customers have exhausted the Manager's complaint procedures."
  
  And replaced with:
  
  "The Manager is a member of the Financial Ombudsman Services Limited (FOS).
  
  If your complaint is not resolved to your satisfaction (or resolved within 45 days of receipt), you can contact FOS at:
  
  

  Financial Ombudsman Services Limited
  GPO Box 3
  Melbourne, VIC 3001
  Telephone: 1300 780 808
  Facsimile: (03) 9613 6399
  Email: info@fos.org.au
  

  The role of FOS is to formally investigate cases only after customers have exhausted the Manager's complaint procedures."
  
  

Section 2: Transaction Services

• In the part titled "Complaints" on page 21 of the PDS the following is deleted:
  
  "The Bank is a member of the Banking and Financial Services Ombudsman (BFSO). If your complaint is not resolved to your satisfaction, you can contact the BFSO at:
  
  

  Banking and Financial Services Ombudsman Ltd
  GPO Box 3A
  Melbourne, VIC 3001
  Telephone: 1300 780 808
  

  The role of the BFSO is to formally investigate cases only after customers have exhausted the Bank's complaint procedures."
  
  And replaced with:
  
  "The Bank is a member of the Financial Ombudsman Services Limited (FOS). If your complaint is not resolved to your satisfaction, you can contact the FOS at:
  
  

  Financial Ombudsman Services Limited
  GPO Box 3
  Melbourne, VIC 3001
  Telephone: 1300 780 808
  Facsimile: (03) 9613 6399
  Email: info@fos.org.au
  

  The role of FOS is to formally investigate cases only after customers have exhausted the Bank's complaint procedures."
  
  

An updated Product Disclosure Statement dated 29 January 2008 is now available. Click here to download.