TO: COMPANY ANNOUNCEMENTS OFFICE

COMPANY: AUSTRALIAN SECURITIES EXCHANGE LIMITED

FROM: VAN EYK THREE PILLARS LIMITED

DATE: 3 SEPTEMBER 2009

NO. OF PAGES: 62 (incl. cover)

Shareholder mail out

The following documents are being mailed to shareholders:

Covering letter
Explanatory Memorandum

P. Roberts Company Secretary

1 September 2009

INDEPENDENT DIRECTORS' LETTER

Dear Shareholder,

We enclose an Explanatory Memorandum for the extraordinary general meeting of van Eyk Three Pillars Limited ACN 106 854 175 (Company or VTP). The request to hold the meeting was made by a small group of Shareholders who we understand have a relationship with Dixon Advisory & Superannuation Services Pty Ltd (Dixon Advisory Shareholders) 1 . We also enclose a Shareholders' statement given pursuant to section 249P of the Corporations Act 2001 (Shareholder Statement). The meeting requested by Dixon Advisory Shareholders sets out a number of resolutions to be put to Shareholders. It is important that you vote on the Resolutions.

The independent Directors believe it is extremely important that you vote at this Extraordinary General Meeting.

We recommend you vote:

FOR the Buy Back resolution; and
AGAINST each of the other Dixon Proposal resolutions.

In particular, for the reasons set out in the attached Explanatory Memorandum, we consider it is important to protect the interests of all Shareholders by voting AGAINST the replacing of the current Directors (including two independent Directors) with four Dixon Advisory executives as directors of the Company.

Should you have any questions, please call the Help line on 1800 135 772

¹ The Directors are not sure of the exact relationship between the Shareholders who signed the Meeting requisition, however most have a Dixon Advisory office as their mailing address.

Do not appoint four Dixon Advisory executives to control your Company

We believe appointing four Dixon Advisory executives to control your Company is not appropriate corporate governance nor in the interests of Shareholders.

The Directors believe that the Dixon Advisory statement sent to Shareholders and the Shareholder Statement (see Annexure) ignores the positive outcomes the Board has achieved. We believe the Company has and will continue to prosper under this Board and the investment management of van Eyk Research Limited ACN 010 664 632 (van Eyk Research or Investment Manager) which has resulted in:

Low fees for Shareholders. The Company has a very low Indirect Cost Ratio of 1.26 %2 which compares favourably to 1.88% for the peer group;³
37.5 cents per Share of fully franked dividends since inception paid to shareholders (gross annualised dividend yield of 8.4% p.a.)⁴ ; and
The Company's investment portfolio outperforming the S&P/ASX 300 Accumulation Index in three out of the past five years⁵ . Refer to the Explanatory Memorandum for further details.

We believe that the Dixon Proposal fails to acknowledge these positive outcomes and fails to appreciate the outperformance of the Company relative to its peers over what has been a very difficult investment climate over the past two years.

We believe that the Dixon Proposal focuses on short term outcomes at the expense of the Company's focus of creating long-term wealth for Shareholders.

² This is for the financial year to 30 June 2009. Future Indirect Cost Ratios (ICR) may be higher or lower. The ICR is, generally speaking, the ratio of the annual costs of managing the Company against its net asset value and reflects the costs of managing the Company's investments. 3

Based on expenses as disclosed in accounts for the year ended 30 June 2009, All peers are externally managed, active investors. Companies are Clime Asset Management Ltd, Century Australia Ltd, Emerging Leaders Investment Ltd, Fat Prophets Australia Fund Ltd, Premium Investors Ltd and Wilson Investment Fund Ltd. Refer to pages 5, 6, & 7 of the Explanatory Memorandum for further information. The peers have been chosen because they are active long only equity investors that are externally managed and have all listed on the ASX at similar times. There are many listed investment funds on the ASX which could have been chosen for comparison which could have shown more or less favourable comparisons to VTP, however, the Directors believe the that chosen peer group give the fairest comparison.

⁴ Refer to the section entitled "Dividends" on page 5 for details of this figure. Source: Bloomberg

⁵ Past performance is not a reliable indicator of future performance.

Your current Directors are working for all Shareholders

The Directors recognise that the Shares trading at a discount to their Net Tangible Assets (NTA) is a significant issue. While this has been a common problem for externally managed Listed Investment Companies, we have been conscious of the need to narrow or eliminate the gap. The Directors have been active in finding and implementing solutions aimed at reducing or eliminating the discount and the discount to NTA has narrowed from a low of 13.5% to 4.9% presently⁶ .

As part of our ongoing strategic reviews we met on 27 July 2009, a month before the Dixon Proposal. As part of this process, we decided to pay a dividend as soon as possible. Following our August Directors' meeting we announced a 2.5 cent fully franked dividend that was paid on the 25 August 2009. We remain focused on protecting shareholder value for you through our corporate governance and capital management. We commenced an on market buy-back in late 2008 and at the 27 July 2009 strategy meeting proposed an extension of the current buy-back in the coming year, which was to be put to Shareholders at the Annual General Meeting (AGM).

We will report the draft strategy before the AGM so that you can provide feedback at the AGM or by correspondence prior to the finalisation of the strategy by 31 December 2009.

Dixon Advisory executives are attempting to take control of your Company

The result of a vote for the Dixon Advisory executives as Directors would be that Dixon Advisory executives would have taken effective control of your Company without having paid a control premium or offered to buy shares from existing Shareholders.

We believe that Dixon Advisory executives will have a material conflict of interest

The Directors believe that if appointed the Dixon Advisory executives will have a conflict of interest and will not be independent. Around 35%⁷ of the Company is held by Shareholders with a Dixon Advisory mailing address. This suggests that they are clients of Dixon Advisory to whom Dixon Advisory provides this and other services. We suggest it unreasonable to expect that an advisory firm would provide this service to a Shareholder who is not also a client of that firm. Publicly available material concerning the nature of the services provided by that firm generally, indicates a potential materially detrimental effect on the interests of non-Dixon Advisory

⁶ The lowest pre-tax discount was as at 30 Jun 2009, according to ASX figures and the current discount is based on closing share price for 1 September 2009, and NTA as at 31 August 2009.

⁷ As at the date of this document. This percentage could change downward or upward prior to the Meeting.

Shareholders. The responses to the written communications from our legal advisors to those representing the Dixon Shareholders have not addressed or allayed the Directors' concerns.

Given that the corporate governance standards currently adopted by the Board and those recommended by the ASX are being ignored in the proposal to appoint all Dixon Advisory executives, the Directors are concerned about how this, and other, conflicts of interest will be managed to ensure that the interests of all Shareholders are protected.

We are appointing an additional independent Director at the AGM

We decided at the strategy meeting to appoint an additional independent Director for succession planning and improved corporate governance.

Dixon Advisory has proposed nothing new

The Directors believe there are no new strategic initiatives in the Dixon Proposal which have not been considered by the Board. Further we believe a number of the initiatives flagged by Dixon Advisory as possible directions for the Company, such as undertaking a substantial off-market share buy back or a winding up the Company, have significant disadvantages for Shareholders.

In particular, the Board is concerned about events at another LIC, Premium Investors Ltd (PRV), which initiated a substantial off market share buy back following negotiations with certain shareholders. In the period since expiry of the entitlement to participate in the share buy back, PRV shares have fallen significantly from 83.5 cents to 71.5 cents and as a result the share price discount to NTA has increased to approximately 16%⁸ . The Board believes this is a risk for companies that undertake substantial buy backs such as the 65% off-market buy back undertaken by PRV. The Directors believe such an approach is a short-term, illusory, measure that is detrimental to continuing shareholders.

Your choice is between a Board with two independent Directors and a board with no independent Directors, controlled by Dixon Advisory executives

In considering the Dixon Proposal, we believe it comes down to a simple choice: Are the interests of all Shareholders protected and better served by a Board with two independent Directors, including an independent Chairman or a Board with no independent Directors to protect the interests of all Shareholders?

⁸ Share prices for PRV are as at 20 August 2009 and 1 September 2009. Discount to NTA is calculated using 31 July 2009 pre-tax NTA of 85.4 cents.

The Managing Director had contact with Dixon Advisory on a number of occassions, yet at no time has Dixon Advisory expressed to him concern with the performance of van Eyk Three Pillars Limited prior to the Company receiving the Requisition for the Meeting. There were a number of discussions held in the ordinary course of business between representatives of van Eyk Three Pillars and Dixon Advisory, at which their concerns could have been raised but they chose not to do so.

We believe that it would have been in the interests of the Company and its Shareholders for Dixon Advisory and the Shareholders requisitioning the meeting, most of whom have a Dixon Advisory office as their mailing address, to have first discussed their concerns with the Directors prior to the calling of a Meeting. The Directors could have then explained why they have already considered a number of initiatives raised by Dixon Advisory and why the Directors believe they are not in the interests of Shareholders. The Directors could also have explained the measures they are implementing to redress the Company's position. This would have saved Shareholders incurring significant legal and administrative costs in having to hold this Meeting.

We encourage you to read the Shareholder Summary and other sections of the Explanatory Memorandum before deciding to vote at the Meeting.

Yours sincerely,

Chairman Director

David Iliffe Andrew Grant

Shareholder Summary

The Board has provided the following summary of what is happening and answers to some of the questions Shareholder's may have. Further information is set out in the Explanatory Memorandum:

Question	Summary (and where you can find further information)
What is happening?	A small number of Shareholders9 have requested a general meeting to be called and for certain resolutions to be put to a Shareholder vote.
	Details of this can be found in the Notice of Meeting dated 25 August 2009 and in the section entitled "Requisitions" on page 13.
What is the Dixon Proposal?	In summary the Dixon Proposal seeks to:
	1. Remove the current Board, including your independent Chairman;
	2. Appoint four executives of a financial advisory firm, Dixon Advisory, to replace the current Board which would result in a Board with no independent Directors;
	3. Make changes to the Constitution to change the way persons may be nominated for election as Directors, and
	Approve an on-market Share buy-back, in addition to the Share 4. buy-back already being undertaken by the Board.
	The exact wording and details of each proposed resolutions can be found in the Notice of Meeting dated 25 August 2009.
What does the Board recommend?	The Board recommends you vote:
	• FOR the Buy Back resolution and;
	• AGAINST each of the other Dixon Proposal resolutions.
	You can find more information about the reasons behind the Board's recommendations in the section entitled "Requisitions" on page 13.

⁹ 122 Shareholders representing approximately 4% of votes.

Should I vote?	Yes, the Board believes that matters being put to Shareholders are very important.
	The Board encourages all Shareholders to exercise their right to vote.
	If you don't vote, four Dixon Advisory executives may gain control of your Company.
Who is Dixon Advisory?	Dixon Advisory & Superannuation Services Pty Ltd is a financial advisory firm.
	You can find more information about Dixon Advisory in the section entitled "Your Board believes Shareholders have a right to know more about Dixon Advisory" on page 18.
What are the risks associated with the Dixon Proposal?	The Board has identified a number of risks and uncertainties that could arise if the proposed resolutions are passed.
	Details of these risks and their potential impact on Shareholders can be found in the sections entitled "Risks" on page 25.
I have received a letter from Dixon Advisory. What should I do?	We have become aware of a statement dated 25 August 2009 sent to Shareholders by Dixon Advisory (Dixon Advisory Statement).
	Shareholders whom have a Dixon Advisory mailing address have also given the Company a Shareholder Statement, which we understand relates substantively to the same matters as the Dixon Advisory Statement.
	The Dixon Advisory Statement only states their arguments. They are not required under the law to present a balanced assessment of their proposals. They do not discuss any disadvantages of their proposals nor in the belief of the Directors, how they are in the interests of all Shareholders. The Directors also believe the Dixon Advisory Statement ignores the positive contribution the current Board has made to the Company.
	Your Board is sending all Shareholders the Shareholder Statement and is also required to prepare an Explanatory Memorandum (this document).
	The Explanatory Memorandum is the Board's means of letting Shareholders know what it believes is in the best interests of all Shareholders and the reasons for its recommendations. The Board has sought to provide a balanced assessment by identifying any risks Shareholders should reasonably be made aware of in relation to the Resolutions.
	You should read the Explanatory Memorandum, carefully. If you have any questions you can call us on 1800 135 772 and 02 8268 3648 (from outside Australia) or speak with a financial or legal adviser, such as a stock broker, accountant, lawyer or financial planner.

Explanatory Memorandum

van Eyk Three Pillars Limited (ACN 106 854 175)

1 September 2009

This Explanatory Memorandum must be read in conjunction with the Notice of Meeting dated 25 August 2009.

Should you have any questions, please call the Help line on 1800 135 772.

THIS DOCUMENT IS IMPORTANT

This document is dated 1 September 2009 and is issued by van Eyk Three Pillars Limited (ACN 106 854 175) (Company or VTP). The Company is not licensed to provide financial product advice in relation to the Shares of the Company.

Each of the Directors have an interest in the outcomes of resolutions 2 to 6 as they relate to whether they remain as Directors. Due to the Directors' overriding duty to the Company and Shareholders, they believe they are obliged to fairly assess the merits of each of the Resolutions and provide this assessment to Shareholders in this Explanatory Memorandum.

We recommend that you read this Explanatory Memorandum and the Shareholder Statement carefully before voting on the Resolutions. If you do not understand this document or are in any doubt about the action to be taken by you, please consult your financial or other professional adviser.

The information contained in the Notice of Meeting and Explanatory Memorandum has been prepared without taking into account any Shareholder's objectives, financial situations or needs and does not contain any financial or investment advice. Each Shareholder should, before acting on any information contained in this document, consider the appropriateness of the information, having regard to their objectives, financial situation and needs.

The views presented by the Directors in this Explanatory Statement are based on the circumstances known to them at the time of preparing this document. Circumstances may change or additional information may become available which could affect these views.

Capitalised terms used in this document have the meaning set out in the Glossary.

		Page
	Independent Directors' Letter	iv
	Shareholder Summary	ix
	Key Dates	xi
	Explanatory Memorandum	1
1.	Summary Table	1
2.	Background	4
3.	Requisitions	13
4.	Your Board believes Shareholders have a right to know more about Dixon Advisory	19
5.	Summary and recommendation	24
6.	Risks	25
7.	Voting and eligibility	27
8.	Additional information – Response to the Dixon Advisory Statement	30
9.	Glossary	37
	Annexure 1 – Statement from Requisitioners	39
	Corporate Directory	43

INDEPENDENT DIRECTORS' LETTER

Dear Shareholder,

The independent Directors believe it is extremely important that you vote at this Extraordinary General Meeting.

We recommend you vote:

FOR the Buy Back resolution; and
AGAINST each of the other Dixon Proposal resolutions.

Should you have any questions, please call the Help line on 1800 135 772

¹ The Directors are not sure of the exact relationship between the Shareholders who signed the Meeting requisition, however most have a Dixon Advisory office as their mailing address.

Do not appoint four Dixon Advisory executives to control your Company

We believe appointing four Dixon Advisory executives to control your Company is not appropriate corporate governance nor in the interests of Shareholders.

The Directors believe that the Dixon Advisory Statement sent to Shareholders and the Shareholder Statement (see Annexure) ignores the positive outcomes the Board has achieved. We believe the Company has and will continue to prosper under this Board and the investment management of van Eyk Research Limited ACN 010 664 632 (van Eyk Research or Investment Manager) which has resulted in:

Low fees for Shareholders. The Company has a very low Indirect Cost Ratio of 1.26 %2 which compares favourably to 1.88% for the peer group;³
37.5 cents per Share of fully franked dividends since inception paid to shareholders (gross annualised dividend yield of 8.4% p.a.)⁴ ; and
The Company's investment portfolio outperforming the S&P/ASX 300 Accumulation Index in three out of the past five years⁵ . Refer to the Explanatory Memorandum for further details.

We believe that the Dixon Proposal focuses on short term outcomes at the expense of the Company's focus of creating long-term wealth for Shareholders.

Your current Directors are working for all Shareholders

³ Based on expenses as disclosed in accounts for the year ended 30 June 2009, All peers are externally managed, active investors. Companies are Clime Asset Management Ltd, Century Australia Ltd, Emerging Leaders Investment Ltd, Fat Prophets Australia Fund Ltd, Premium Investors Ltd and Wilson Investment Fund Ltd. Refer to pages 5, 6, & 7 of the Explanatory Memorandum for further information. The peers have been chosen because they are active long only equity investors that are externally managed and have all listed on the ASX at similar times. There are many listed investment funds on the ASX which could have been chosen for comparison which could have shown more or less favourable comparisons to VTP, however, the Directors believe the that chosen peer group give the fairest comparison.

⁴ Refer to the section entitled "Dividends" on page 5 for details of this figure. Source: Bloomberg

⁵ Past performance is not a reliable indicator of future performance.

The Directors have been active in finding and implementing solutions aimed at reducing or eliminating the discount and the discount to NTA has narrowed from a low of 13.5% to 4.9% presently6 .

We will report the draft strategy before the AGM so that you can provide feedback at the AGM or by correspondence prior to the finalisation of the strategy by 31 December 2009.

Dixon Advisory executives are attempting to take control of your Company

We believe that Dixon Advisory executives will have a material conflict of interest

Given that the corporate governance standards currently adopted by the Board and those recommended by the ASX are being ignored in the proposal to appoint all Dixon Advisory

⁶ The lowest pre-tax discount was as at 30 Jun 2009, according to ASX figures and the current discount is based on closing share price for 1 September 2009, and NTA as at 31 August 2009.

⁷ As at the date of this document. This percentage could change downward or upward prior to the Meeting.

executives, the Directors are concerned about how this, and other, conflicts of interest will be managed to ensure that the interests of all Shareholders are protected.

We are appointing an additional independent Director at the AGM

We decided at the strategy meeting to appoint an additional independent Director for succession planning and improved corporate governance.

Dixon Advisory has proposed nothing new

Your choice is between a Board with two independent Directors and a board with no independent Directors, controlled by Dixon Advisory executives

⁸ Share prices for PRV are as at 20 August 2009 and 1 September 2009. Discount to NTA is calculated using 31 July 2009 pre-tax NTA of 85.4 cents.

We encourage you to read the Shareholder Summary and other sections of the Explanatory Memorandum before deciding to vote at the Meeting.

Yours sincerely,

Chairman Director

David Iliffe Andrew Grant

Shareholder Summary

The Board has provided the following summary of what is happening and answers to some of the questions Shareholder's may have. Further information is set out in the Explanatory Memorandum:

Question	Summary (and where you can find further information)
What is happening?	A small number of Shareholders9 have requested a general meeting to be called and for certain resolutions to be put to a Shareholder vote.
	Details of this can be found in the Notice of Meeting dated 25 August 2009 and in the section entitled "Requisitions" on page 13.
What is the Dixon Proposal?	In summary the Dixon Proposal seeks to:
	1. Remove the current Board, including your independent Chairman;
	2. Appoint four executives of a financial advisory firm, Dixon Advisory, to replace the current Board which would result in a Board with no independent Directors;
	3. Make changes to the Constitution to change the way persons may be nominated for election as Directors, and
	Approve an on-market Share buy-back, in addition to the Share 4. buy-back already being undertaken by the Board.
	The exact wording and details of each proposed resolutions can be found in the Notice of Meeting dated 25 August 2009.
What does the Board recommend?	The Board recommends you vote:
	• FOR the Buy Back resolution and;
	• AGAINST each of the other Dixon Proposal
	resolutions.
	You can find more information about the reasons behind the Board's recommendations in the section entitled "Requisitions" on page 13.
Should I vote?	Yes, the Board believes that matters being put to Shareholders are very important.

⁹ 122 Shareholders representing approximately 4% of votes.

	The Board encourages all Shareholders to exercise their right to vote.
	If you don't vote, four Dixon Advisory executives may gain control of your Company.
Who is Dixon Advisory?	Dixon Advisory & Superannuation Services Pty Ltd is a financial advisory firm.
	You can find more information about Dixon Advisory in the section entitled "Your Board believes Shareholders have a right to know more about Dixon Advisory" on page 18.
What are the risks associated with the Dixon Proposal?	The Board has identified a number of risks and uncertainties that could arise if the proposed resolutions are passed.
	Details of these risks and their potential impact on Shareholders can be found in the sections entitled "Risks" on page 25.
I have received a letter from Dixon Advisory. What should I do?	We have become aware of a statement dated 25 August 2009 sent to Shareholders by Dixon Advisory (Dixon Advisory Statement).
	Shareholders whom have a Dixon Advisory mailing address have also given the Company a Shareholder Statement, which we understand relates substantively to the same matters as the Dixon Advisory Statement.
	The Dixon Advisory Statement only states their arguments. They are not required under the law to present a balanced assessment of their proposals. They do not discuss any disadvantages of their proposals nor in the belief of the Directors, how they are in the interests of all Shareholders. The Directors also believe the Dixon Advisory Statement ignores the positive contribution the current Board has made to the Company.
	Your Board is sending all Shareholders the Shareholder Statement Statement and is also required to prepare an Explanatory Memorandum (this document).
	The Explanatory Memorandum is the Board's means of letting Shareholders know what it believes is in the best interests of all Shareholders and the reasons for its recommendations. The Board has sought to provide a balanced assessment by identifying any risks Shareholders should reasonably be made aware of in relation to the Resolutions.
	You should read the Explanatory Memorandum, carefully. If you have any questions you can call us on 1800 135 772 and 02 8268 3648 (from outside Australia) or speak with a financial or legal adviser, such as a stock broker, accountant, lawyer or financial planner.

Set out below are some key dates10 in relation to the Meeting:

10am, 27 September 2009	Latest date and time for receipt of Proxy Forms
	or powers of attorney for the Meeting.
7pm, 27 September 2009	Record date for determining eligibility to attend
	and vote at Meeting
10am, 29 September 2009	Meeting of Shareholders to consider the
	Resolutions.
	Registration will open at 9.30am.

¹⁰ All times and dates after the date of the Meeting are indicative only. The Company reserves the right to vary the timetable set out above. Shareholders will be notified of any changes to the above timetable in writing. All times are references to the time in Sydney, New South Wales.

Explanatory Memorandum

Set out below is detailed information about the Resolutions which are to be put to Shareholders at the Meeting.

Summary table

Each of the Directors has an interest in the outcomes of resolution 2 to 6 as they relate to whether they remain as Directors. Due to the Directors overriding duty to the Company and Shareholders, they believe they are obliged to fairly assess the merits of each of the resolutions and provide this assessment to Shareholders in this Explanatory Memorandum.

The Directors have provided the following table which summarises the Resolutions in question:

Resolution	VTP Board view and recommendation
Resolution 1 – Buy-Back	The Board commenced a 10% buy back in November 2008.
Proposal
	The Board held a strategy planning session in July 2009, at
	which it decided to put forward a 20% buy-back at the
	upcoming AGM. This was seen as a continuation of the
	buy-back currently underway.

	The Directors intentions under the buy-back extension is to
	buy-back Shares on-market at discounts greater than 5% to
	the estimated after tax NTA.

	Though lacking detail, the Dixon Advisory Buy-Back
	Proposal put forward is comparable to the size of the
	additional on-market buy-back already being contemplated
	by the Board (when added to the current on-market buy
	back) and accordingly, the Board supports the Buy-Back
	Proposal.

	The Board recommends that you vote FOR Resolution 1

Resolution 2 – Removal
of Directors
	The Directors believe that they, as the current Board, have
	extensive knowledge of the Company, experience in
	investment management, and believe they are better placed
	to implement strategies in the current market to realise
	value for Shareholders.

	The resolution does not allow Shareholders to consider the
	suitability of each Director individually in separate
	resolutions, rather, if passed, the Resolution will result in the
	loss of all current Directors immediately following the
	meeting. The Board believes this would result in the loss of
	significant expertise and leads to poor corporate
	governance.

	The current Board has half independent Directors including
	an independent non-executive Chairman.

	The remaining Directors are non-executive and were
	appointed as representatives of van Eyk Research and VTP
	Management Pty Limited to provide expertise at the Board
	level in their respective fields.

	Additionally, the Board held a strategy planning session in
	July 2009 as part of its ongoing review of strategy. It was
	decided to consider appointing an additional independent,
	non-executive Director at the AGM.

	Replacement of the Board with four Dixon Advisory
	executives substantially lowers, in the in opinion of the
	Board, the Company's standard of corporate governance.
	The Board recommends that you vote AGAINST
	Resolution 2.
Resolutions 3, 4, 5 & 6 –	If resolutions 3 to 6 are approved, the Board and
Appoint four Dixon	management of the Company would be controlled by
Advisory executives as	executives of Dixon Advisory.
Directors of the

Company	In the opinion of the Directors, this may lead to potential
	conflicts of interest between the Dixon Advisory executives:

	• in their capacity as executives of Dixon Advisory; which provides or has the capacity to provide advice to the Dixon Shareholders; and
	• in their capacity as directors of VTP, representing all Shareholders of VTP.
	The Directors believe that the Dixon Proposal does not
	provide adequate details about how conflicts of interest will
	be managed by Dixon Advisory executives.

	The Board recommends that you vote AGAINST
	Resolution 3, Resolution 4, Resolution 5 and Resolution
	6.
Resolution 7 –	If this resolution is passed, any Shareholder of the
Constitution	Company may nominate themselves or another person
Amendment Proposal	(Shareholder or non-Shareholder) as candidate for election
	as a Director at a general meeting. The Board considers
	that the current approach under the Constitution strikes an
	appropriate balance between allowing Shareholders to
	nominate a person for election as a Director and avoiding
	the potential for abuse by allowing any Shareholder to
	nominate a person for election as a Director regardless of
	whether there is wide spread support for that nominated
	person or not.
	If this resolution is passed, the Company may be subjected
	to significant disruption (eg due to the expense and
	inconvenience of having to hold meetings to consider
	nominations for Director appointments which may have little
	support).

	The Directors believe the current Constitution strikes a good
	balance for Shareholders.
	The Board recommends that you vote AGAINST
	Resolution 7.

Background

Company overview

van Eyk Three Pillars ACN 106 854 175 (Company or VTP), first listed on the Australian Securities Exchange (ASX) on 28 January 2004. It is classified as a listed investment company (LIC).

The Company provides Shareholders with a professionally managed, low cost investment exposed to the Australian share market. Its shares are highly liquid and can be traded on the ASX quickly and cheaply through your stockbroker.

Your shareholding in van Eyk Three Pillars provides you with the benefits of the high quality investment research of van Eyk Research.

van Eyk Research is one of Australia's most influential providers of investment research. If you visit a financial planner it's likely that the investment research behind the advice you receive is provided by van Eyk Research.

If you don't have a financial planner, an investment in the Company is one of the few ways you can otherwise benefit from van Eyk Research.

The Company invests primarily in investments drawn from the S&P/ASX 300, using portfolio management strategies developed and implemented by van Eyk Research.

The Investment Manager provides investment management services based on its portfolio construction and blending expertise.

The Board believes that Shareholders have purchased shares in the Company with the knowledge that their Company's funds will be managed through the van Eyk Research process.

The objective of the Company is to facilitate access to a blend of equity portfolios designed to deliver an attractive dividend yield and returns above the S&P/ASX300 index.

Dividends

The opportunity to receive an attractive dividend yield was, and the Board believes it remains, a key potential benefit for many Shareholders.

In the 5.5 years since inception, the Company has paid fully franked dividends of 37.5 cents (an annualised net dividend yield of 5.9% p.a.11). The chart below shows the annualised dividend record of the Company alongside a group of peer LICs.12

The peers have been chosen because they are active long only equity investors that are externally managed and have all listed on the ASX at similar times. There are many listed investment funds on the ASX which could have been chosen for comparison which could have shown more or less favourable comparisons to VTP, however, the Directors believe that the chosen peer group give the fairest comparison.

¹¹ Annualised yield based on \$1.00 IPO price, not including imputation credits.

¹² Peers and their ASX codes are Brickworks Investment Company Ltd (BKI), Clime Asset Management Ltd (CAM), Century Australia Ltd (CYA), Emerging Leaders Investment Ltd (ELI), Premium Investors Ltd (PRV) and van Eyk Three Pillars Ltd (VTP), Wilson Investment Fund Ltd (WIL).

The table below shows the dividends paid, annualised net dividends and gross dividends (which includes the benefit of imputation credits).

	Dividends paid (cps)	Dividend yield (net annualised)	Dividend yield (gross annualised)
Clime Capital Ltd	17.4	2.9%	4.2%
Wilson Investment Fund Ltd	23.0	3.5%	5.0%
Brickworks Investment Company Ltd	29.5	4.6%	6.6%
Premium Investors Ltd	32.1	5.0%	7.1%
Emerging Leaders Investment Ltd	29.4	6.0%	8.6%
Century Australia Investments Ltd	40.0	6.5%	9.2%
Peer Average		4.7%	6.8%
van Eyk Three Pillars Ltd	37.5	5.9%	8.4%

Source: Bloomberg

Dividends paid between 30 June 2004 and 25 August 2009

All share prices used to calculate yields as of 30 June 2004

Respective IPO share prices are used to calculate yield in each instance

Important note: Past performance is not a reliable indicator of future performance.

Resumption of Dividends

The Directors believe that a significant factor contributing to the discount to NTA has been the Company's inability to pay dividends during the financial year ended 30 June 2009 as a result of the Global Financial Crisis. We discuss the discount to NTA in greater detail below.

The Directors declared a 2.5 cent dividend on 7 August 2009. This re-establishes the Company's current focus on paying dividends above the yield of the underlying investment portfolio. From the dividend declaration to 31 August 2009, the share price has increased by 7.3% and the discount to pre-tax NTA has narrowed from 6.8% to 4.7%13.

The share buy back was suspended during the period immediately prior to the dividend payment.

¹³ Dates from 7 August 2009 to 25 August 2009, NTA is pre-tax.

Total Shareholder returns

The Company has delivered total shareholder returns (that is, movement in Share price plus dividends paid) that are well above the average of its LIC peers. The table below shows the total shareholder returns of what the Board believes are the Company's LIC peers.

		Annual	Holding Period
Ranking	Company	Equivalent (p.a.)	Return
1	Brickworks Investment Company Ltd	8.0%	53.3%
2	van Eyk Three Pillars Ltd	4.2%	25.5%
3	Century Australia Ltd	4.0%	23.7%
	Peer group average	3.1%	19.9%
4	Clime Capital Ltd	2.3%	13.7%
5	Premium Investors	2.1%	12.0%
6	Wilson Investment Fund Ltd	-0.6%	-3.4%

VTP total shareholder return since IPO versus peer group

Peer Group comprises externally managed, long only, predominantly Australia equity focused LICs listed prior to or near van Eyk Three Pillars. All returns are net return to shareholders before tax. All returns are calculated from 28 Jan 2004 to 25 August 2009. Source: Bloomberg, assumes reinvestment of dividends

Important note: Past performance is not a reliable indicator of future performance.

Portfolio returns

Since first listing on the ASX in January 2004, the Company's investments have performed well when compared to the S&P/ASX300 Accumulation Index as shown below.

Importantly, the Company's investments also managed to perform in line with the market during the very difficult period now commonly referred to as the Global Financial Crisis. Note that past performance is not a reliable indicator of future performance.

The discount to net tangible assets

One of the key features of LICs is that they represent a "closed" pool of capital that can be managed without the need to manage short term investor pressure arising from redemptions, which the Directors believe is a weakness of traditional managed funds.

LICs are, however, subject to investor sentiment as measured by their share price performance, which can lead to them trading at a premium or a discount to their net tangible asset (NTA) backing.

A share trading at a discount to its NTA value is a challenge facing many LIC shareholders from time to time. Even the older more established LICs have had sustained periods where their shares have traded at discounts to NTA. For example, Australian Foundation Investment Company Ltd, the largest and one of the oldest LICs, traded at discounts to NTA, as shown in the graph below.

Shareholders should note there are many features that distinguish large LICs (such as AFIC) from the smaller LICs (such as the Company). For example, the larger LICs are internally managed, buy and hold investors whereas most smaller LICs are externally managed, active investors. Except for noting the larger LICs do trade at discounts from time to time, the Directors do not believe they are directly comparable to smaller LICs, such as the Company.

Trading at a discount to NTA is an industry wide problem for entities within the LIC sector. According to ASX data, the LIC sector on 31 July 2009 traded at a 15.4% discount to pre-tax NTA14.

During the period between 31 January 2007 and July 2009 (a period cited by Dixon Advisory in the Dixon Advisory Statement), the average discount to pre-tax NTA for all LICs was -13.4% whereas the average discount for the Company over the same period was -9.3%. The comparison of VTP and the LIC Sector can be seen in the following chart.

Notwithstanding that the Company's discount to NTA has been less than that of the LIC sector, the Board appreciates investors' concerns about the shares trading at a discount to NTA.

¹⁴ The Board believes that pre-tax NTA is the appropriate basis for comparison between LICs. Some LICs are investors for tax purposes while others are traders for tax purposes. Using post tax NTA, the Board believes, causes distortions in the comparison and conclusions that may be drawn. For example, LICs that are investors for tax purposes often have considerable deferred tax liabilities, which lead to them reporting a lower post-tax NTAs than LICs that are traders, who typically have lower deferred tax liabilities. Using pre-tax NTA avoids any distortions that may arise from using post-tax figures.

In order to address the discount of the Company's Share price to its NTA, the Board has considered a number of options for the Company, including:

On market buy-backs;
Other capital reductions;
Increased shareholder and adviser communication;
Additional independent Directors;
Extending the investment mandate;
Placements; and
Maintaining the status quo.

27 July 2009 Strategy Meeting

The Directors held a strategic review meeting on 27 July 2009 as part of our ongoing review. The first element of the outcome was declaring 2.5 cents per share dividend that Shareholders should have received on or about 25 August 2009.

The Directors also decided to:

Put forward to Shareholders an extension of the current buy-back to buy up to 20% of the Company's Shares when Share price discounts to post-tax NTA greater than 5%;
Appoint more independent Directors to the Board;

The current Board will be considering, amongst other things:

The composition of the Board
The ability to increase dividends
Off-market share buy backs
Improved shareholder communication
Improve broker and investment adviser communication

The draft strategy will be sent to you for your comment prior to the Annual General Meeting (AGM). Your comments by provided by correspondence or at the AGM will be taken into consideration in the formulation of the final strategy, which we anticipate completing by 31 December 2009, assuming the Dixon Proposal is not successful.

The current buy-back program

Since December 2008, the Board has been implementing a Share buy-back program, taking advantage of the discount to NTA that the Shares have traded. Buying the Shares at a discount to NTA is accretive for all remaining Shareholders. To 28 August 2009, 8,178,800 shares have been bought back, at an average discount of 15%. This is the equivalent to buying \$7,060,001 worth of assets at a cost of \$5,961,443 which has resulted in a profit to the Company of \$1,098,558.

Having a well considered strategy regarding a buy-back is very important for its successful outcome. A major consideration in a buy-back strategy is the need to balance the interests of outgoing and continuing Shareholders.

If Resolution 1 is approved by Shareholders, the Board intends on continuing with its NTA accretive buy-back within parameters which have proven to be successful to date.

The investment outlook

The combination of key macro indicators showing positive signs, unprecedented government stimulus and a general improvement in business and consumer sentiment has seen a marked improvement in market conditions. There remain a number of questions regarding the strength of the recovery given the transient nature of fiscal policy, the drag deficit funding will place on growth and the emergence of inflationary pressures.

The Board considers these conditions will increase value opportunities for the Company, which should reward van Eyk Research's active stock selection over time.

Requisitions

This Meeting is being convened following the receipt of a requisition signed by Shareholders under section 249D of the Corporations Act 2001 (Corporations Act). The Directors believe these Shareholders have a relationship with Dixon Advisory & Superannuation Services Pty Ltd (Dixon Advisory Shareholders) as the majority of these Shareholders have a Dixon Advisory mailing address. The Dixon Advisory Shareholders are proposing changes to the Board of the Company by removing existing Board members and appointing Dixon Advisory executives in their place. In particular, Dixon Advisory is seeking:

the removal of Cameron McCullagh, David Iliffe, Mark Thomas and Andrew Grant; and
the appointment of Dixon Advisory executives Alan Dixon, Alex MacLachlan, Chris Brown and Chris Duffield

as Directors of the Company.

Dixon Advisory Resolution 1 –Buy-Back Proposal

The Buy-Back Proposal is proposed to give effect to an on-market buy-back of shares.

The Company is currently undertaking an on-market share buy-back of up to 11,570,829 of the 136,807,706 ordinary shares on issue, with the buy-back period to end 14 November 2009. Accordingly, the Directors believe that the Buy-Back Proposal is not a new proposal for the Company, rather, it is an extension of a strategy determined and implemented by the current Board.

At a strategy meeting held on 27 July, prior to the current requisitions being put forward, your Board decided to put forward an extension of the current buy-back as a proposal to Shareholders at the AGM.

Though lacking detail of how the buy-back would be conducted, the Dixon Proposal is sufficiently similar in quantum (when considering the current and mooted buy backs) for the Board to support the proposal.

The Board recommends you vote FOR Resolution 1.

Dixon Advisory Resolution 2 – Removal of Directors Proposal

Resolution 2 has been proposed by Dixon Shareholders to remove the current Board of the Company.

The Directors believe that they, as the current Board have extensive knowledge of the Company, experience in investment management and believe they are best placed to implement strategies in the current market to realise value for Shareholders.

Director Experience, Qualifications and Special Responsibilities Fellow of Institute of Chartered Accountants Fellow of Taxation Institute of Australia Member of Institute of Company Directors Chartered Accountant in Public Practice 1972-2000 Chairman Whitefield Limited and Director since 1990 Chairman Sylvastate Limited and Director since 1990 Director - Employers Mutual Limited Member of Nomination and Audit Committees Chairman of Remuneration Committee David Iliffe Age: 66 (Chairman, Non - Executive, Independent Director) Non-executive Director Associate of Institute of Chartered Accountants Gained professional qualifications with KPMG prior to working for Ernst & Young in Italy and Macquarie Bank Limited Director - VTP Management Pty Limited Chairman - White Outsourcing Pty Ltd Chairman of van Eyk Research Limited Member of Nomination Committee and Remuneration Committee Cameron McCullagh Age: 46 (Non - Executive Non - Independent Director) Executive Director Director of van Eyk Research Ltd since 1994 Has over twenty years' experience in the industry as an investment analyst Mark Thomas Age: 42 (Managing Director) Began as a research analyst with a dealer group in 1988 and joined

The Directors' experience is listed in the table below:

	Experience, Qualifications and Special
Director	Responsibilities
	van Eyk Research Ltd in 1990. Head of Asset Consulting from 1996-1998
	Editor of the Investment Outlook Report from 1992-1995 Bachelor of Business in Finance and Economics from the University
	of Technology, Sydney
	Director - Three Pillars Portfolio Managers Pty Limited
	Managing Director
Andrew Grant Age: 50 (Non - Executive, Independent Director)	Member of Australian Institute of Company Directors Associate member of Chartered Institute of Management Accountants Director and Principle - Technology Leasing Partnership from 1996 Managing Director - Hal Data Services Pty Limited from 1993 Associate member of Chartered Institute of Management Accountants Member of Remuneration Committee (Appointed 23 September 2008) Chairman of Audit and Nomination Committees (Appointed 26 February 2009) Non-executive Director (Appointed 23 September 2008) Director - Hotel Employers Mutual Limited
	Director - Employers Mutual Limited

The Removal of Directors Proposal does not allow Shareholders to consider the suitability of each Director individually, rather, if passed, the Resolution will result in the loss of all current Directors immediately following the Meeting.

This is contrary to ASX Guidance, which provides that each candidate for removal should be considered separately in a distinct resolution15.

The Board believes that the proposed 'all or nothing' removal of the current Directors shows that Dixon Advisory has failed to consider the interests of all Shareholders by allowing them to individually consider the removals.

In particular, this proposal, contrary to the ASX corporate governance recommendations, seeks to remove the independent Directors of the Company without replacing them with other independent Directors.

¹⁵ ASX Guidelines for notice of meetings at paragraph 8.1.

Mr Thomas and Mr McCullagh are members of the Board so as to add significant value to the Company and its Shareholders through their intimate knowledge of Company and its investments and their highly regarded investment expertise. The independent Directors believe that this expertise has been a great strength to Shareholders in the past and that it is not in the interests of the Company and its Shareholders to remove this expertise.

While Messrs Thomas and McCullagh are owners or otherwise associated with van Eyk Research and VTP Management Pty Limited the independent Directors have arrangements in place to ensure their interests do not adversely affect the Company at a Board level. For example, it is important to note that Messrs Thomas and McCullagh are generally excluded from voting at Board meetings when they have a personal interest in the outcome of a resolution. Unlike the Dixon Proposal, this is possible as there remain two independent Directors to consider such matters.

The Board recommends you vote AGAINST Resolution 2.

Dixon Advisory Resolution 3 – 6 – Dixon Advisory Director Appointment Proposal

The Dixon Advisory Director Appointment Proposal is to effectively have only Dixon Advisory executives as Directors of the Company.

The Dixon Advisory Director Appointment Proposal is proposed in order to appoint four executives of Dixon Advisory as the new Board of the Company.

Around 35%16 of the Company is held by Shareholders with a Dixon Advisory mailing address. This suggests that Dixon Advisory provides this and other, at this stage unknown services to those Shareholders. For these reasons, we also believe that the Dixon Advisory executives will not be independent. Publicly available material concerning the nature of the services provided by that firm generally, indicates a potential materially detrimental effect on the interests of non-Dixon Advisory Shareholders. The responses to the written communications from our legal advisors

¹⁶ As at the date of this document. This percentage could change downward or upward prior to the Meeting.

to those representing the Dixon Shareholders have not addressed or allayed the Directors' concerns.

Further the Dixon Advisory executives proposed as Directors have not shown how they intend to address the conflict that would arise from them acting as Directors of the Company while at the same time continuing to provide advisory services to the Dixon Shareholders.

The Board recommends you vote AGAINST Resolutions 3 – 6.

Dixon Advisory Resolution 7 – Constitution Amendment Proposal

The proposed amendments to the Constitution effectively remove the requirement for persons nominated to stand for election as a Director to have a reasonable level of support amongst Shareholders before being considered by Shareholders at a general meeting. This approach is inconsistent with the general approach adopted under the Corporations Act and in the view of the Board is not in the interests of Shareholders as a whole.

Under the Dixon Proposal, any Shareholder of the Company may nominate themselves or another person (Shareholder or non-Shareholder) as candidate to be a Director, for consideration at a general meeting.

The Constitution currently provides that a Director may be nominated for election at a general meeting in a number of ways, including by Shareholders holding at least 5% of total voting rights or by at least 100 Shareholders as is prescribed under the Corporations Act.

The Board considers that the current approach under the Constitution strikes an appropriate balance between allowing Shareholders to appoint a Director and avoiding the potential for abuse by allowing any Shareholder to nominate a Director regardless of whether there is wide spread support for that nominee.

The proposal, if adopted, may result in the Company incurring significant disruption (eg due to the expense and inconvenience of having to hold meetings to consider Director appointments which have little support from Shareholders).

Indeed, the existence of the proposed Meeting is proof that the Constitution Amendment Proposal is not required as the current Constitution has allowed a relatively small number of Shareholders to proposed resolutions to remove the current Board or appoint the Dixon Advisory Directors.

The Board recommends you vote AGAINST Resolution 7.

Your Board believes Shareholders have a right to know more about Dixon Advisory

Information contained in the following section has been obtained from the Dixon Advisory website and ASX filings.

About Dixon Advisory

Dixon Advisory is a financial advisory firm that also operates or is affiliated with the promoters of a number of listed and unlisted investment products. The Board understands that the Shareholders requisitioning the meeting, and a large number of other Shareholders, are related to Dixon Advisory as around 35%17 of the Company is held by Shareholders with a Dixon Advisory mailing address.

Dixon Advisory funds management activities

Dixon Advisory & Superannuation ServicesPty Ltd has a funds management business. They are Investment Manager of companies, both listed and unlisted, whose capitalisation exceeds \$275 million18.

The table below shows investment companies for which Dixon Advisory has acted as issue manager or acts as manager and their fees compared to the Company.

¹⁷ As at the date of this document. This percentage could change downward or upward prior to the Meeting.

¹⁸ This figure is obtained from public releases and ASX disclosures. The companies cited (and their capitalizations) are: Asian Masters Fund Limited (\$89 million as at 1 September 2009, as per Bloomberg, Australian Masters Corporate Bond Fund No,1 Ltd (\$54.3 million), Australian Masters Corporate Bond Fund No,2 Ltd (\$35.5 million), Australian Masters Corporate Bond Fund No,3 Ltd (\$41.5 million), Australian Masters Corporate Bond Fund No,4 Ltd (\$72 million) and Global Resource Master Fund Limited (\$72 million as at 1 September 2009, as per Bloomberg data)

	Upfront		Management Performance Fee
	Fees	Fees		Fee Benchmark	Management Fees
Van Eyk Three Pillars	2.00%	0.9%/0.75%	15%	ASX300 Accum	No, they invest in direct shares
Global Resource Master Fund	4.00%	1%	Nil		Nil Yes, managed fund fees are an additional cost
Asian Masters Fund Limited	4.00%	1%	15%		10% Yes, managed fund fees are an additional cost

Comparison of Upfront and Management fees

Investment products where Dixon Advisory has acted as Issue Manager and/or is Manager are highlighted in bold Notes:

van Eyk Three Pillars management fee is 0.9% for first \$100m of assets and 0.75% for assets in excess of \$100m All fees are based on IPO prospectus disclosures for each relevant entity

For Global Resources Master Fund Ltd: Dixon Advisory & Superannuation Services Pty Ltd is the Manager and Issue Manager For Asian Masters Fund Limited: Dixon Advisory & Superannuation Services Pty Ltd w as the Issue Manager Orient Pacific Partners Pty Ltd is the Manager

Corporate governance at Dixon Advisory investment companies

The VTP Board rejects the suggestion in the Dixon Proposal that its governance standards are somehow less than adequate. The Board does not understand how removing a board with independent Directors and replacing it with all nonindependent directors from Dixon Advisory will improve the Company's corporate governance standards.

The table below lists the six investment companies with connections to Dixon Advisory. Four of the six Boards are comprised entirely of Dixon Advisory executives and Shareholders. None of these companies has an independent Chairman, which is considered to form part of best practice corporate governance. Both ASX listed companies have a majority of their Directors who are executives, associates or employees of the Manager or Issue Manager of the respective companies.

			Directors who are
			associates or employees
	Number of	Independent	of the Manager	Independent
Company	Directors	Directors	or Issue Manager	Chairman
Asian Masters Fund
Limited (ASX listed)	4	4	3	No
Australian Masters Corporate Bond Fund No.1
Ltd	3	Nil	3	No
Australian Masters Corporate Bond Fund No.2
Ltd	3	Nil	3	No
Australian Masters Corporate Bond Fund No.3 Ltd	5	Nil	5	No
Australian Masters Corporate Bond Fund No.4
Ltd	5	Nil	5	No
Global Resource Master
Fund Limited (ASX Listed)	6	2	4	No

Source: Prospectus for each Company

Note: Dixon Advisory is issue manager for each company's share issue.

Dixon Advisory & Superannuation Service Pty Ltd is manager for all companies except Asian Master Fund Ltd

Dixon Advisory's proposed plans for the Company

The Dixon Advisory executives who are proposed as Directors have stated they plan to conduct a comprehensive strategic review of the Company.

The Board does not believe Dixon Advisory executives are best placed to conduct such a review. The Board believes this is best achieved by a Board that has a majority of independent Directors.

The Dixon Advisory executives proposed as Directors have not indicated in the Dixon Advisory Statement how potential conflicts of interest would be managed.

The Board is also concerned that the Dixon Advisory Statement does not contain risks associated with their proposals. The Board believes each of the proposals has certain risks associated with it, a summary of these are set out in the following sections, and in the sections titled 'Risks'.

1. Material Agreements

The Dixon Advisory executives proposed as Directors have stated they will review the investment management agreement appointing van Eyk Research Limited and the management agreement appointing VTP Management Pty Limited.

The Company entered into these contracts as a means of providing prospective Shareholders a degree of certainty about who would be managing their investment (van Eyk Research).

RISKS: The Dixon Advisory executives proposed as Directors have given no indication as to whether they will consider appointing alternative managers (and whether those managers will have a relationship with Dixon Advisory, as is the case for a number of Dixon Advisory investment companies) or implement different strategies.

2. Substantial buy back

The Dixon Advisory executives proposed as Directors have stated that they may announce a substantial off-market buy back if "shareholder soundings" indicate that a significant proportion of Shareholders would like to realise their investment as close to NTA as possible.

RISKS: The Board is concerned there may be a risk of non-Dixon Shareholders being oppressed as minority Shareholders in voting on such matters, given approximately 35% of Shareholders have a Dixon mailing address.

In particular, if a substantial buy back were undertaken, minority Shareholders who want to continue with their shareholding could be disadvantaged in a number of ways including, but not limited to:

An investment in a substantially smaller Company, whose Shares trades less frequently than the Company's shares do presently
Wider discounts to NTA;
Increased expenses as a proportion of the Company's assets, and
Loss of deferred tax assets.

In particular, the Board is concerned about events at another LIC,

Premium Investors Ltd (PRV), which initiated a substantial off market share buy back following negotiations with certain shareholders. In the period since expiry of the entitlement to participate in the share buy back, PRV shares have fallen significantly from 83.5 cents to 71.5 cents and as a result the share price discount to NTA has increased to approximately 16%19. The Board believes this is a risk for companies that undertake substantial buy backs such as the 65% off-market buy back undertaken by PRV.

The Directors believe such an approach is a short-term, illusory, measure that is detrimental to continuing shareholders.

3. Winding up of the Company

The Shareholder Statement provides that the Dixon Advisory executives, if appointed directors of the Company, will among other options consider winding up the Company as a potential strategy. The winding up process for a listed company can be a costly and time-consuming exercise.

In a winding up process, there are a number of factors that would affect the final outcome for shareholders, and which may lead to proceeds of winding up being less than reported post-tax NTA. For example, the Company may lose some or all of the tax benefits associated with realised losses, there could be costs associated with the termination of contracts as well as the time and cost involved in appointing a liquidator to undertake the winding up process.

The Board is concerned that Shareholders may incorrectly perceive winding up to be a straightforward means of returning the assets of the Company to Shareholders at or near current post-tax NTA.

RISKS: There is a risk the opportunity cost and direct costs of winding up could see Shareholders receiving significantly less than current reported posttax NTA and for it to take considerable time for Shareholders to receive final proceeds.

¹⁹ Share prices for PRV are as at 20 August 2009 and 1 September 2009. Discount to NTA is calculated using 31 July 2009 pre-tax NTA of 85.4 cents.

Summary and recommendation

1. The Board recommends that Shareholders vote in FOR the Buy-Back Proposal, (Resolution 1).
1. The Board recommends that Shareholders vote AGAINST the, Removal of Directors Proposal, Dixon Advisory Director Appointment Proposal and the Constitution Amendment Proposal (Resolutions 2 through to 7).

Risks

The risks identified in this Explanatory Memorandum are a summary only and not exhaustive of all the risks associated with the resolutions. Additional risks are highlighted in other parts of this Explanatory Memorandum.

General risk

An investment in the Company involves a number of risks which should be considered when making investment decisions in relation to the Company. The Company may not achieve its investment objective. Past performance is not a reliable indicator of future performance of the Company. The performance of the Company is subject to a number of external factors such as stock market fluctuations, general economic conditions and the skill of the Investment Manager.

Buy-Back Proposal

Resolution 1 is proposed to obtain Shareholder approval for the Buy-Back Proposal. If the Resolution is passed, the buy-back must then be approved and entered into by the Board of the Company, regardless of whether the Board consists of the current Directors or the Dixon Advisory Directors. Even if Resolution 1 is passed, the Buy-Back Proposal may not be implemented as its implementation will depend on a number of factors such as the trading price of shares.

While the Buy-Back Proposal is intended to increase liquidity in shares and may reduce the Share trading discount there is no guarantee that this objective will be met. Further, implementation of the buy-back may result in a smaller company, which may reduce the ability of Shareholders to trade their Shares in the future.

Effect of proposals

There is no guarantee that the proposals set out in the Notice of Meeting, this Explanatory Memorandum or the Shareholders' Statement will be able to be implemented or, if implemented, that they will be successful, regardless of whether the incumbent Directors remain as the Board or whether the Dixon Advisory Directors are appointed.

The proposals may not reduce the Share trading discount and may not assist Shareholders in realising the value of the underlying portfolio.

Constitution Amendment Proposal

If Resolution 7 is passed, the Constitution will be amended such that any Shareholder of the Company may nominate themselves or another person (who is either a Shareholder or non-Shareholder) as candidate to be a director, for consideration at a general meeting.

There is a risk that the proposal will require the Company to incur costs and disruptions in respect of nominees that do not have a reasonable level of support from Shareholders.

Conversely, if the resolution is not passed, a Shareholder who wishes to nominate themselves or another person for election as a director may not be able to obtain sufficient support from other Shareholders to be nominated.

Winding up of the Company

The Shareholders Statement outlines a proposed action plan should the Dixon Advisory executives be appointed as directors. The Shareholders' Statement provides that the plan involves undertaking a review for Shareholders, including looking to increase shareholder value, and that one of the options for doing so could be to wind up the Company.

The Board understands that winding up the Company may result in the loss of deferred tax assets, which may be materially detrimental to some Shareholders.

In addition, the Board considers there is a risk that such a wind-up would take a significant amount of time, and mean that Shareholders would not be able to realise their investment in the Company for an extended period.

Voting and eligibility

Voting

The Company has determined that for the purposes of the Meeting, Shares will be taken to be held by the persons who are the registered holders at 7.00pm Australian Eastern Standard Time on 27 September 2009. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Passing the Resolutions

For the Meeting to proceed, it must satisfy the quorum requirements of the Constitution, including having five Shareholders attend the Meeting, or having Shareholders present in person at the Meeting representing at least 10% of the voting Shares of the Company attend. The Meeting will be dissolved if a quorum is not present within 30 minutes of the scheduled time for the Meeting.

Any of Resolution 1 (Buy-Back Proposal), Resolution 2 (Removal of Directors Proposal) and Resolutions 3-6 (Dixon Advisory Directors Appointment Proposal) will be validly passed as an ordinary resolution if a simple majority of the total votes cast by Shareholders entitled to vote on the resolution are cast in favour of the resolution.

Resolution 7 (Constitution Amendment Proposal) will be validly passed as a special resolution if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are cast in favour of the resolution.

How to vote

The vote on the resolutions will be conducted by poll. For Shareholders attending the Meeting in person, voting papers will be issued upon registration before the Meeting.

Each Shareholder has one vote for each Share held by the Shareholder. In the case of joint holders, only the first named of the joint holders is entitled to vote unless such person does not vote.

Voting in person

If you plan to vote in person at the Meeting, please ensure you arrive at least 30 minutes before the start of the Meeting, so that you can be provided with voting

papers. Please bring your (unused) proxy form with you to assist in the registration process.

Corporations

A Corporation wishing to vote at the Meeting, other than by proxy, must appoint an individual as its representative to exercise its powers at the Meeting, in accordance with section 250D of the Corporations Act. The representative must bring with them to the Meeting satisfactory evidence of their appointment as representative. Representatives should arrive at least 30 minutes before the Meeting. Please bring the corporation's (unused) proxy form to assist in the registration process.

Voting by proxy

A Shareholder who is entitled to attend and vote at the Meeting may appoint not more than two proxies, neither of whom must themselves be a Shareholder. If you wish to appoint a proxy please refer to the information contained in the Notice of Meeting and Proxy Form.

Adjournment

Where a quorum is present, the chairman of the Meeting may adjourn the Meeting with the consent of the Meeting or if so directed by the Meeting. Details of the adjourned Meeting will be given to Shareholders in accordance with the Constitution.

YOUR VOTE IS IMPORTANT

Please attend the Meeting in person or complete and return your proxy form. The way in which Shareholders vote on the Resolutions is important for the Company and returns for Shareholders.

Where a Shareholding is in more than one name, all the Shareholders must sign the proxy appointment.

The Company has appointed Registries Limited as its agent to receive Proxy Forms. If Shareholders cannot attend the meeting, they are urged to complete the Proxy Form and return it as soon as possible:

Proxies may be lodged with the Company:

by facsimile to fax number: +61 2 9221 1194
by post to the Company's registered office: Level 7, 20 Hunter Street, Sydney NSW 2000
at the Company's share registry: Registries Limited
by facsimile to fax number: (within Australia) 1300 653 459 (outside Australia) +61 2 9279 0664
by post to: GPO Box 3993, Sydney NSW 2001

Please send your proxy appointment as early as possible, to assist us with the counting of votes.

Additional information

Response to the Dixon Advisory Statement

The Company would like to clarify and respond to aspects in the Dixon Advisory Statement:

Dixon Advisory Statement:

VTP's share price, under the existing Board, has materially underperformed its peers and the broader market substantially

Clarification:

The figures comparing VTP's total return compared to the S&P/ASX300 Accumulation Index quoted by Dixon Advisory are, in the view of the Board, misleading.

If calculated correctly, by reinvesting dividends in additional shares, the total return over the period is 25.5% (Source: Bloomberg), which is more than double the figure quoted by Dixon Advisory.

In fact, the table below shows that VTP's share price performance is above that of its peer group.

		Annual	Holding Period
Ranking	Company	Equivalent (p.a.)	Return
1	Brickworks Investment Company Ltd	8.0%	53.3%
2	van Eyk Three Pillars Ltd	4.2%	25.5%
3	Century Australia Ltd	4.0%	23.7%
	Peer group average	3.1%	19.9%
4	Clime Capital Ltd	2.3%	13.7%
5	Premium Investors	2.1%	12.0%
6	Wilson Investment Fund Ltd	-0.6%	-3.4%

VTP total shareholder return since IPO versus peer group

Important note: Past performance is not a reliable indicator of future performance.

In addition to these total returns, shareholders would have had additional benefits arising from the imputation credits attaching to the fully franked dividends paid by the Company.

In addition, the VTP portfolio has performed well, exceeding the return of the S&P/ ASX300 since inception, as well as over a number of other time periods.

VTP Portfolio total returns (net of fees and before taxes)

		S&P/ASX 300	Over / (Under)
	VTP	Accumulation	Performance
Year to 30 June 2009	-20.12%	-20.34%	0.22%
Year to 30 June 2008	-14.12%	-13.67%	-0.45%
Year to 30 June 2007	29.46%	29.21%	0.25%
Year to 30 June 2006	25.35%	24.02%	1.33%
Year to 30 June 2005	19.80%	26.03%	-6.23%

VTP returns are after fees and before taxes

Both the S&P/ASX 300 Accumulation and VTP returns assume reinvestment of dividends. Source: van Eyk Three Pillars Limited

Important note: past performance is not a reliable indicator of future performance

Dixon Advisory Statement:

The Company trades at an unacceptable discount to NTA

Clarification:

The Dixon Advisory Statement sent to Shareholders on 25 August 2009 compared the current and historical discount to NTA of the Company and the LIC sector. The Board believes the basis chosen for comparison was inappropriate for two significant reasons:

Firstly, the Dixon Advisory Statement uses post-tax NTA as the basis for comparison, which, the Board believes is not an appropriate comparison because of the different tax status of various LICs. Specifically, some LICs are classified as investors for tax purposes while others are classified as traders for tax purposes. The result of these two different tax statuses is the LICs who are investors typically have significant deferred tax liabilities, which increases the likelihood of them having post-tax NTAs that are lower than their pre-tax NTAs, and leading to them trading at a premium to post-tax NTA. Given these LICs typically have no intention of disposing of their portfolios, they argue pre-tax NTA is a more appropriate measure. The converse is also true, where LICs who are traders for tax purposes have little if any deferred tax liabilities, which makes them less likely to trade at premia to their post-tax NTAs.

Secondly, the Dixon Advisory Statement has chosen to use the weighted average method to calculate the average discount to NTA it choses to compare with VTP. The weighted average method of calculating an average price to NTA takes into consideration the size of each company proportionate to the total size of the peer group whose price to NTA is being averaged. The Board believes this figure too distorts the true picture. The three largest LICs, Argo Investments Ltd, Australian Foundation Investment Company Ltd and Milton Corporation Ltd, which together represent almost 53%20 of the LIC sector by market capitalisation, heavily skew the calculation of an average by virtue of their size relative to the other companies being considered. In addition, these three companies currently trade at significant premia to their post-tax NTA, due, in the Board's view to the large amount of deferred tax liabilities they hold on their balance sheets. This leads, in the Board's view, to a distorted comparison.

²⁰ Source: ASX LMI Monthly Update – July 2009 and ASX LIC Premiums/Discounts to NTA publications.

As at 31 July2009, the LICs, listed investment trusts and absolute return funds had a market capitalisation of \$18,725m. As at the same date, the three largest LICs Australian Foundation Investment Company,Argo Investments Ltd, and Milton Corporation Ltd had market capitalisations of \$4,761m, \$3,691m and \$1,451 respectively. The exact figure is 52.9%

The Board believes a more appropriate and balanced comparison is to be made by using an average discount to pre-tax NTA. The results of this comparison are shown in the table below. The current discount to NTA on a pre-tax basis is 4.9%21. Refer to the "Clarification" on page 30 for further information.

Dixon Advisory Statement:

Excessive length of material contracts with related entities of current Directors.

Clarification:

The term of the Management Agreement and Investment Management Agreement (25 years unless terminated earlier) is disclosed in the Company's prospectus and has been released to the ASX, as is recommended in ASX Guidance Note 26: Management Agreements.

The Dixon Advisory Statement fails to mention that the term of the management contracts was consistent with market practice at the time of the initial public offering.

ASX Guidance Note 26 does not require listed investment companies with management contracts in excess of 5 years to vary these contracts.

It was established on this basis to provide investors with surety over the investment manager and to allow the investment manager to focus on long term wealth creation.

For example, the long term nature of the agreement helps in protecting against a party seeking control of the Company with a view to taking over the investment management role.

The Board is confident that all Shareholders have become Shareholders with the full knowledge and comfort that their Company's funds will be managed by van Eyk Research process.

Dixon Advisory Statement:

That a substantial portion of fees…………….. are paid to director-related entities.

Clarification:

²¹ Based on closing share price for 1 September 2009, and NTA as at 31 August 2009.

The entities to which these fees are paid use the resources of 7922 staff, who undertake the provision of the services the two entities are contracted to provide.

The Board believes is it misleading to attempt to portray these fees as payable to directly to Mr Thomas and Mr McCullagh.

²² van Eyk Research , 43 staff, Advisers' Edge 15 staff and White Outsourcing 21 staff.

Dixon Advisory Statement:

The Dixon Advisory executives, if elected to the Board, propose to conduct a review, including review of all material contracts; assessment and recommendation on the Board composition and strategic direction of the Company.

Clarification:

The Board of the Company, having detailed knowledge of the strategies of the Company and extensive experience in the asset class (refer to pages 14 and 15 for the Directors' biographies), has already considered strategies to reduce the Company's trading discount and to improve share price performance.

Given the disruption that would be caused by removal of the entire Board, the Board considers that Dixon Advisory's plan to simply undertake a review is not sufficiently certain to allow Shareholders to properly consider the impact that the Dixon proposals will have on the Company.

The Dixon Proposal contemplates, amongst other things, a review once the Dixon Advisory executives are appointed Directors, a review and recommendation of an appropriate Board composition. This implies the Shareholders may have to consider an entirely new Board once the Dixon Advisory executives have completed their review.

Dixon Advisory has not disclosed whether it intends to appoint Dixon Advisory affiliated entities as Investment Manager and Manager of the Company. As noted in the section entitled "About Dixon Advisory", Dixon Advisory & Superannuation Services Pty Ltd act as manager of investment companies.

Dixon Advisory Statement:

Reducing the discount to NTA using an on-market buy back

Clarification:

The Board has willingly sought to use the Company's on-market buy-back facility. In fact, the Company has already bought back more than 8,178,800 shares.23

However, the Board is conscious that the success of a buy-back depends largely on the way in which it is undertaken. The decision to buy back shares should be made having regard to various factors, including general market conditions, the opportunities for investment, and post buy-back liquidity.

The Dixon Proposal does not provide any details about the operation of the proposed buy- back.

The Board believes it is best placed to undertake and manage a share buy-back.

This is why the Board has considered the outline of the Dixon Proposal, and believes it can be considered as an extension of the Board's current buy back strategy.

²³ Between 1 Dec 2008 and 28 August 2009.

Glossary

Definitions in this Notice of Meeting and Explanatory Memorandum have the meaning set out below unless otherwise indicated.

AGM or Annual General Meeting	The annual general meeting of the Company.
ASX	The Australian Securities Exchange.
Board	The Board consisting of the Directors of the
	Company.
Buy-Back Proposal	The buy-back resolution set out in the Notice of
	Meeting to approve an extension of the on-market
	buy-back of Shares.
Chairman	The chairman of the Company.
Company or VTP	van Eyk Three Pillars Limited (ACN 106 854 175).
Constitution	The constitution of the Company.
Corporations Act	Corporations Act 2001 (Cth).
Directors	The directors of the Company.
Dixon Advisory	Dixon Advisory & Superannuation Services Pty Ltd
	(ACN 103 071 665).
Dixon Advisory Statement	The statement dated 25 August 2009 sent to
	Shareholders by Dixon Advisory executives.
Dixon Proposal	Resolutions 2 to 7 set out in the Notice of Meeting,
	the Shareholder Statement and the Dixon Advisory
	Statement.
Dixon Shareholders	Shareholders who have a Dixon Advisory mailing
	address.
Explanatory Memorandum	This Explanatory Memorandum dated 1 September
	2009.
Global Financial Crisis	The period between late 2007 and 2009 where
	there were an unprecedented number of failures of
	major financial institutions and global financial
	markets experienced severe volatility, lack of
	available liquidity, a severe decline in the value of
	many assets and overall loss of investor confidence.
Indirect Cost Ratio	A ratio that reflects the costs of managing the
	Company including performance fees and is
	expressed as the annual costs of the Company as a

	proportion of its net asset value.
Investment Manager or van Eyk	van Eyk Research Limited (ACN 010 664 632).
Research
LIC or Listed Investment Company	Investment companies listed on the ASX.
Listing Rules	The listing rules of the ASX.
Meeting	The general meeting of Shareholders to be held at
	SMC Conference & Function Centre, 66 Goulbourn
	Street, Sydney NSW 2000 on Tuesday, 29
	September 2009 at 10am (Sydney, AEST).
Notice of Meeting	The notice of general meeting of the Company
	dated 25 August 2009.
NTA	Net tangible assets.
Proxy Form	The proxy form provided to Shareholders with the
	Notice of Meeting.
Registry	Registries Limited (ACN 003 209 836).
Resolutions	Resolutions 1 to 7 to be considered at the Meeting.
Share	A share in the Company.
Shareholders	The registered holders of Shares at the date of this
	Explanatory Memorandum.
Shareholder Statement	The Shareholders' statement given to Shareholders
	pursuant to section 249P of the Corporations Act
	2001.
S&P/ASX 300 Accumulation Index	The index with that name, calculated by or on behalf
	of Standard & Poor's, which measures the change
	in the value of share prices on the ASX. Index
	constituents are drawn from eligible companies
	listed on the ASX.

Annexure 1 – Comments from requisitioners

The following statement is a statement from the requisitioners of Resolutions 1 to 7 and does not reflect the views of the Board of the Company.

The Board recommends that you:

Vote FOR to Resolution 1
Vote AGAINST Resolutions 2 to 7.

Director	Related Entity	Relationship between Director and Related Entity	FY08 Fees	Contract Expiry
Mark Thomas	- Three Pillars Portfolio Managers Pty Ltd - van Eyk Research Pty Ltd	Director and shareholder	\$757,178	2029
Cameron McCullagh	- VTP Management Pty Ltd - White Funds Management Administration Pty Ltd - White Outsourcing Pty Ltd	Director and shareholder	\$624,080	2029

Corporate Directory

Should you have any questions, please call the Help line on 1800 135 772

Registered Office

van Eyk Three Pillars Limited Level 7, 20 Hunter Street Sydney NSW 2000 Tel: +612 8236 7701 Fax: +612 9221 1194

Registry

Registries Limited Level 7, 207 Kent Street Sydney NSW 2000 Tel: 1300 737 760 Fax: 1300 653 459

AI assistant

TESORO GOLD LTD — Proxy Solicitation & Information Statement 2009

65957_rns_2009-09-02_400aac9d-2650-41db-8b42-33d867b5c5d3.pdf

Shareholder mail out

INDEPENDENT DIRECTORS' LETTER

Should you have any questions, please call the Help line on 1800 135 772

Do not appoint four Dixon Advisory executives to control your Company

Your current Directors are working for all Shareholders

Dixon Advisory executives are attempting to take control of your Company

We believe that Dixon Advisory executives will have a material conflict of interest

We are appointing an additional independent Director at the AGM

Dixon Advisory has proposed nothing new

Your choice is between a Board with two independent Directors and a board with no independent Directors, controlled by Dixon Advisory executives

Shareholder Summary

Explanatory Memorandum

THIS DOCUMENT IS IMPORTANT

Contents

INDEPENDENT DIRECTORS' LETTER

Should you have any questions, please call the Help line on 1800 135 772

Do not appoint four Dixon Advisory executives to control your Company

Your current Directors are working for all Shareholders

Dixon Advisory executives are attempting to take control of your Company

We believe that Dixon Advisory executives will have a material conflict of interest

We are appointing an additional independent Director at the AGM

Dixon Advisory has proposed nothing new

Your choice is between a Board with two independent Directors and a board with no independent Directors, controlled by Dixon Advisory executives

Shareholder Summary

Explanatory Memorandum

Summary table

Background

Company overview

Dividends

Resumption of Dividends

Total Shareholder returns

VTP total shareholder return since IPO versus peer group

Portfolio returns

The discount to net tangible assets

27 July 2009 Strategy Meeting

The current buy-back program

The investment outlook

Requisitions

Dixon Advisory Resolution 1 –Buy-Back Proposal

The Board recommends you vote FOR Resolution 1.

Dixon Advisory Resolution 2 – Removal of Directors Proposal

The Board recommends you vote AGAINST Resolution 2.

Dixon Advisory Resolution 3 – 6 – Dixon Advisory Director Appointment Proposal

The Board recommends you vote AGAINST Resolutions 3 – 6.

Dixon Advisory Resolution 7 – Constitution Amendment Proposal

Your Board believes Shareholders have a right to know more about Dixon Advisory

About Dixon Advisory

Dixon Advisory funds management activities

Comparison of Upfront and Management fees

Corporate governance at Dixon Advisory investment companies

Dixon Advisory's proposed plans for the Company

1. Material Agreements

2. Substantial buy back

3. Winding up of the Company

Summary and recommendation

Risks

General risk

Buy-Back Proposal

Effect of proposals

Constitution Amendment Proposal

Winding up of the Company

Voting and eligibility

Voting

Passing the Resolutions

How to vote

Voting in person

Corporations

Voting by proxy

Adjournment

YOUR VOTE IS IMPORTANT

Additional information

Response to the Dixon Advisory Statement

Dixon Advisory Statement:

Clarification:

VTP total shareholder return since IPO versus peer group

VTP Portfolio total returns (net of fees and before taxes)

Dixon Advisory Statement:

TESORO GOLD LTD Proxy Solicitation & Information Statement 2009