ARC FUNDS LIMITED — AGM Information 2007

Aug 29, 2007

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Members of Tidewater Investments Limited ACN 001 746 710 (“Tidewater” or “the Company”) will be held on Thursday 25[th] October 2007 at 10.00am at the offices of the Company located at Level 4, 34 Hunter Street, Sydney NSW (“the Meeting”).

BUSINESS

1. Chairman’s Address

Report on results and activities during the financial year.

2. Financial Statements for the year ended 30 June 2007

The audited financial statements of Tidewater and its subsidiaries will be presented to the Meeting for review.

3. Adoption of Remuneration Report

The Board of Tidewater is submitting its Remuneration Report to shareholders for consideration and adoption by way of a non binding resolution. This resolution is put to members in accordance with section 250R(2) of the Corporations Act . The outcome of this resolution is advisory only and is not binding on the Company or the Directors. The Remuneration Report is set out on pages 10 to 12 of the Tidewater Annual Report for 2007. The report explains the Board’s policies in relation to the nature of remuneration paid to the Directors and management.

Resolution 1 - as an ordinary resolution:

That the Remuneration Report contained in the Tidewater Investments Limited 2007 Annual Report be hereby adopted

4. Re-election of Director – Mr Paul Young

The ASX Listing Rules and the constitution of the Company require each Director to be re-elected every three years and also that an election of Directors be held each year. The Managing Director is not required to be re-elected.

Paul Young will retire in accordance with clause 13.6 of the Company’s constitution and, being eligible, has offered himself for re-election.

Resolution 2 - as an ordinary resolution:

That Paul Young be re-elected as a Director of the Company

Dated this 29[th] day of August 2007

By order of the Board of Directors

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Clare Porta Company Secretary

Voting by Proxy

Any shareholder of the Company entitled to attend and vote at this Annual General Meeting is entitled to appoint a proxy to attend and vote instead of that shareholder.

The proxy does not need to be a shareholder of the Company. A shareholder that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes.

Proxies must be:

• (a) lodged at the Company’s share register; or

• (b) received at the share register’s fax number specified below,

not later than 48 hours before the Annual General Meeting i.e. 10.00am (Sydney time) on 23[rd] October 2007.

The Company’s share register:

The Company’s share register: Registries Limited Level 2 28 Margaret Street Sydney NSW 2000 Postal address: Registries Limited PO Box R67 Royal Exchange NSW 1223 Fax number: (02) 9279 0664

A form of proxy is provided with this notice.

Entitlement to Vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the Annual General Meeting all shares will be taken to be held by the persons who, according to records of the Company’s share registrar, held them as registered shareholders at 10.00am (Sydney time) on 23[rd] October 2007. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Further Information

If you have any queries in relation to the Annual General Meeting, please contact the Company Secretary, Clare Porta, on (02) 8258 0021 or clare.porta@tidewater.com.au

TIDEWATER INVESTMENTS LIMITED ACN 001 746 710 Annual General Meeting Proxy Form

PROXY FORM

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All correspondence to: Registries Limited P O Box R67 Royal Exchange, Sydney NSW 1223 Enquiries: 61 2 9290 9600 Facsimile: 61 2 9279 0664 www.registriesltd.com.au registries@registriesltd.com.au

Mr xxxxxxx xxxxxxxxxx xxxxxxxxx

S00013714240 S00013714240

Appointment of Proxy

If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions at the bottom of the page.

I/We being a shareholder/shareholders of Tidewater Investments Limited pursuant to my/our right to appoint not more than two proxies, appoint



The Chairman of the Write here the name of the person you are Meeting OR appointing if this person is someone other than (mark with an “X”) the Chairman of the Meeting. or failing him/her Write here the name of the other person you are appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held at Level 4, 34 Hunter Street, Sydney NSW on Thursday 25[th] October 2007 at 10.00am and at any adjournment of that Meeting.

This proxy is to be used in respect of % of the ordinary shares I/we hold.

The Chairman of the Meeting intends to vote undirected proxies in favour of all resolutions.

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box.



By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chairman of the Meeting for those resolutions other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

Voting directions to your proxy – please mark  to indicate your directions

RESOLUTION	RESOLUTION	For	Against	Abstain
				*****
1.	That the Remuneration Report contained in the TidewaterInvestments Limited 2007 Annual Report be hereby adopted			
2.	That Paul Young be re-elected as a Director of TidewaterInvestmentsLimited			

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1	Joint Shareholder 2	Joint Shareholder 3
Director	Director / Company Secretary	Sole Director & Sole Company Secretary
Dated this	day of	2007

Contact Name

Contact Business Telephone / Mobile

Annual General Meeting Proxy Form

Tidewater Investments Limited ACN 001 746 710

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Your pre-printed name and address is as it appears on the share register of Tidewater Investments Limited. If you are Issuer Sponsored and this information is incorrect, please mark the correction on the form, sign it and return it to Registries Limited. Securityholders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2. Completion of a proxy form will not prevent individual shareholders from attending the Annual General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Annual General Meeting.

3. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.

4. A proxy need not be a shareholder of the Company.

5. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

6. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

7. If a representative as Power of Attorney of a shareholder is to attend the Meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Annual General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

8. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person.

If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

9. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 10.00am on Tuesday 23[rd] October 2007 (48 hours before the commencement of the Meeting). Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Hand deliveries

Registries Limited

Level 2

28 Margaret Street

Sydney NSW 2000

Postal address:

Registries Limited

PO Box R67

Royal Exchange NSW 1223

(02) 9279 0664

Fax number: