ARC FUNDS LIMITED — Major Shareholding Notification 2007

Oct 8, 2007

604 page 1/3

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To: Company FIRST OPPORTUNITY FUND LIMITED name/Scheme

ACN/ARSN 96 084 115 499

1. Details of substantial holder (1)

Name TIDEWATER INVESTMENTS LIMITED

ACN (if applicable) 001 746 710

There was a change in the 8 OCTOBER 2007 interests of the substantial holder on

The previous notice was given 25 JULY 2007 to the company on

The previous notice was dated 24 JULY 2007

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice or scheme to the company or scheme are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
ORDINARY	1,698,791	16.79%	1,817,730	17.97%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in the voting securities of the company or scheme, since the substantial shareholder was last required to give a substantial holding notice to the company or scheme are as follows:

company or scheme	are as follows:
Date of change	Person whose relevant interestchanged	Nature of change (6)	Considerationgiven inrelation tochange (7)	Class andnumber ofsecuritiesaffected	Person’s votesaffected
REFERANNEXURE “A”			$66,390	118,939	118,939

4. Present relevant interests

Particulars of each relevant interest of the substantial shareholder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder ofsecurities	Person entitled to beregistered as holder(8)	Nature of relevantinterest (6)	Class andnumber ofsecurities	Person’s votes
TIDEWATERINVESTMENTSLIMITED & ITSSUBSIDIARIES	LOFTUS LANEINVESTMENTS PTY.LIMITED(ACN 074 088 636)	LOFTUS LANEINVESTMENTS PTY.LIMITED(ACN 074 088 636)	RelatedbodiescorporateandassociatesunderSection 9 of theCorporations Act2001	1,817,730SHARES	1,817,730

tidewater investments limited

604 page 2/3

5. Changes in association

The persons who have become associates (2) of, ceased to be associated of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN (if applicable) Nature of association N/A

6. Addresses

The addresses of the person named in this form are as follows:

6.AddressesThe addresses of the person named in this form are as follows:
Name	Address
TIDEWATER INVESTMENTS LIMITEDLOFTUS LANE INVESTMENTS PTY. LIMITED	} GPO BOX 4870}SYDNEY NSW 2001

Signature

print name ANDREW BROWN

capacity DIRECTOR

sign here date 9/10/ 2007

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangements, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  • See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write “unknown”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

tidewater investments limited

604 page 3/3

ANNEXURE “A”

This is Annexure “A” of one page referred to in Form 604 signed by me and dated 9 October 2007

Andrew J. Brown

Director

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in the voting securities of the company or scheme, since the substantial shareholder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interestchanged	Nature of change (6)	Considerationgiven inrelation tochange (7)	Class andnumber ofsecuritiesaffected	Person’s votesaffected
26-Jul-07	LOFTUS LANEINVESTMENTS PTY. LTD(ACN 074 088 636)	On marketpurchase	$1,668	3,000	3,000
24-Aug-07	“	“	$4,490	8,075	8,075
13-Sep-07	“	“	$1,668	3,000	3,000
19-Sep-07	“	“	$1,668	3,000	3,000
21-Sep-07	“	“	$1,668	3,000	3,000
24-Sep-07	“	“	$3,336	6,000	6,000
24-Sep-07	“	“	$3,817	6,864	6,864
28-Sep-07	“	“	$278	500	500
2-Oct-07	“	“	$7,607	13,680	13,680
8-Oct-07	“	“	$40,190	71,820	71,820

tidewater investments limited