ARC FUNDS LIMITED — Director's Dealing 2012

May 3, 2012

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity TIDEWATER INVESTMENTS LIMITED ABN 52 001 746 710

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

We (the entity) give ASX the followingthe director for the purposes of section	information under listing rule 3.19A.2 and as agent for205G of the Corporations Act.
Name of Director	ANDREW JOHN BROWN
Date of last notice	12 APRIL 2012

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	DIRECT/INDIRECT	DIRECT/INDIRECT
Nature of indirect interest	EXERCISE OF	THE RIGHT TO VOTE
(including registered holder)	ATTACHED TO	SHARES HELD BY:
Note: Provide details of the circumstances giving rise to the relevantinterest.	A.BROWN	ANDCOMPANY	P/L;
	ABRON MANAGEMENT SERVICES P/L
	<BROWN FAMILY S/F A/C>
Date of change	27 APRIL 2012
No. of securities held prior to change	7,744,807 ORDINARY SHARES
Class	ORDINARY SHARES
Number acquired	2,200
Number disposed	-
Value/Consideration	$243
Note: If consideration is non‐cash, provide details and estimated
valuation
No. of securities held after change	7,747,007

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change ON MARKET PURCHASE Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

==> picture [433 x 313] intentionally omitted <==

----- Start of picture text ----- Detail of contractNature of interestName of registered holder(if issued securities)Date of changeNo. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changedInterest acquiredInterest disposedValue/ConsiderationNote: If consideration is non‐cash, provide detailsand an estimated valuationInterest after change----- End of picture text -----

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	NO
If so, was prior written clearance provided to allow the tradeto proceed during this period?
If prior written clearance was provided, on what date was thisprovided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011