INVESTSMART GROUP LIMITED — AGM Information 2006

Oct 11, 2006

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Members of Fat Prophets Australia Fund Limited ACN 111 772 359 ("FPAFL" or "the Company") will be held on Monday 13th November 2006 at 10.30am at the Pendlebury Room, Wesley Centre located at 220 Pitt Street, Sydney NSW ("the Meetina").

BUSINESS

$\mathbf{1}$ . Chairman's Address

Report on results and activities during the financial year.

$\overline{2}$ . Financial Statements for the year ended 30 June 2006

The audited financial statements of the Company will be presented to the Meeting.

$\overline{3}$ . Adoption of Remuneration Report

The Board of FPAFL 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 25 and 26 of the FPAFL Annual Report for 2006. The report explains the board's policies in relation to the nature of remuneration paid to the Directors.

Resolution 1 - as an ordinary resolution:

That the Remuneration Report contained in the Fat Prophets Australia Fund Limited 2006 Annual Report be adopted

4. Re-election of Directors - Mr Bruce Holman, Mr Andrew Brown and Mr Angus Geddes

The ASX Listing Rules and the constitution of the Company require each Director to be reelected every three years and also that an election of Directors be held each year.

Bruce Holman became a Director of the Company in November 2004 and is, therefore, the longest serving Director. Bruce Holman, being eligible, has offered himself for re-election.

Resolution 2 - as an ordinary resolution:

That Bruce Holman be re-elected as a Director of the Company

Andrew Brown was appointed by the Directors under clause 6.2(c) of the Company's constitution. As such, as provided in the constitution, his appointment will terminate at the end of the Meeting subject to being re-elected at this Meeting. Andrew Brown, being eligible, has offered himself for re-election.

Resolution 3 - as an ordinary resolution:

That Andrew Brown be re-elected as a Director of the Company

Angus Geddes was appointed by the Directors under clause 6.2(c) of the Company's constitution. As such, as provided in the constitution, his appointment will terminate at the end of the Meeting subject to being re-elected at this Meeting. Angus Geddes, being eligible, has offered himself for re-election.

Resolution 4 - as an ordinary resolution:

That Angus Geddes be re-elected as a Director of the Company

Dated this 9th day of October 2006

By order of the Board of Directors

Wanta .
As a v

Clare Porta Company Secretary

Proxies

A member entitled to attend and vote at the Meeting is entitled to appoint not more than 2 proxies. A proxy need not be a member of the Company. Proxies must be on the form approved by the Directors and must be lodged at the registered office of the Company or the Company's share registry, no later than forty-eight (48) hours before the Meeting or adjourned meeting. A form of proxy together with a return addressed envelope is provided with this notice.

Proxies may be faxed to the share registry at 02 9279 0664 to be received no later than 10.30am on 11th November 2006.

Entitlement to vote

In accordance with the Corporations Act, a person's entitlement to vote at the Annual General Meeting will be determined by reference to the number of ordinary shares registered in the name of that person (reflected in the register of members) as at the close of business on Friday 10th November 2006. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

PROXY FORM

FAT PROPHETS AUSTRALIA FUND LIMITED ACN 111 772 359 Annual General Meeting Proxy Form

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

Mi xxxxxxx
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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 Fat Prophets Australia Fund Limited pursuant to my/our right to appoint not more than two proxies, appoint

The Chairman of the
Meeting
(mark with an "X")

or failing him/her

OR

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

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 the Pendlebury Room, Wesley Centre, 220 Pitt Street, Sydney NSW on Monday 13 November 2006 at 10.30am and at any adjournment of that meeting.

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

If you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, 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 a particular resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chair intends to vote 100% of all open proxies in favour of the resolutions.

Voting directions to your proxy – please mark $[\overline{\times}]$ to indicate your directions

RESOLUTION For Against Abstain
That the Remuneration Report contained in the Fat Prophets Australia Fund Limited 2006 Annual Report be adopted
That Bruce Holman be re-elected as a Director of the Company
That Andrew Brown be re-elected as a Director of the Company
That Angus Geddes be re-elected as a Director of the Company

* 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	dav of	2006
Contact Name	Contact Business Telephone / Mobile

INSTRUCTIONS FOR COMPLETING PROXY FORM

• $\mathbf{1}$ . Your pre-printed name and address is as it appears on the share register of Fat Prophets Australia Fund 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.
• $\mathbf{2}$ 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.
• $\overline{4}$ . A proxy need not be a shareholder of the Company.
• 1. 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.
• If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified 6. 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.
• $\mathbf{7}$ . 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 10.30am on 11 November 2006 (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
Fax number:	(02) 9279 0664