INVESTSMART GROUP LIMITED — Proxy Solicitation & Information Statement 2005

Aug 28, 2005

Fat Prophets Australia Fund Limited

ABN 62 111 772 359

Reaistered Address: Level 33 2 Park Street Sydney NSW 2000

Barcode Here

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Dear Security holder

We wish to advise you of the choices available in respect of receiving the Company's annual report.

We are aware that some securityholders prefer not to receive an annual report at all whilst some prefer to view or download the annual report from the Company's website. By reducing the number of annual reports printed and mailed each year you are not only helping your Company to reduce costs but helping the environment as well.

By marking the box below you can select not to receive a copy of the company's Annual report. However, you will still receive all other securityholder mailings including notices of meetings and proxy forms.

Please return this letter to our share registry (Registries Limited) by fax, email or mail.

The Annual Report, other releases and general company information are also available on our web site at www.fatprophets.com.au/fatfund

Yours sincerely

Robert Bolton Chairman

Annual Report Request

The company will automatically mail you an Annual Report each year unless you elect otherwise.

Please mark this box if you DO NOT wish to receive the company's Annual Report. You will however, receive all other securityholder mailings including notice of meetings and proxy forms.

Email request for Annual Report

Please insert your email address in the box if you wish to receive email advice that the Annual Report is available for viewing or downloading from our website.

PLEASE FORWARD TO: FAT PROPHETS AUSTRALIA FUND LIMITED SHARE REGISTRY C/- REGISTRIES LIMITED PO BOX R67, ROYAL EXCHANGE SYDNEY NSW 1223

PHONE NUMBER: (02) 9290 9600 FAX NUMBER: (02) 9279 0664

PROXY FORM

Fat Prophets Australia Fund Limited

ABN 62 111 772 359 Annual General Meeting

Mark this box with an 'X' if you are Issuer Sponsored and want to make any changes to your address details (see reverse)

«NameAddress 1» «NameAddress 2» «NameAddress 3» «NameAddress 4» «NameAddress 5» «NameAddress 6»

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. T/We being a securityholder/securityholders of Fat Prophets Australia Fund Limited pursuant to my/our right to appoint not more than two proxies, appoint

The Chair of the Meeting (mark with an "X")	OR
	or failing him/her

or failing him/her, (or if no proxy is specified above) the Chair 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 Wesley Conference Centre, Smith Room, 220 Pitt Street, Sydney NSW on Friday 7 October 2005 at 10.00 am and at any adjournment of that meeting.

Unless otherwise instructed the proxy will vote as he/she/they see fit, or abstain from voting. If the Chair is appointed proxy, he/she will vote all the undirected proxies in favour of all resolutions. Should the member wish to direct the proxy how to vote, the following should be completed.

This proxy is to be used in respect of

% of the stapled securities I/we hold.

Voting directions to your proxy - please mark $\boxed{\times}$ to indicate your directions RESOLUTION For Against Abstain*

• 1. Adoption of Financial Report
• 1. Re-election of Mr. David Sherwood as Director

*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 Securityholder 1	Joint Sec
Director	Director / Co

Dated this

day of _____________

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

Barcode Here

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

Write here the name of the other person you are appointing.

ecurityholder 2	Joint Securityholder 3
ompany Secretary	Sole Director & Sole Company
	Secretary

INSTRUCTIONS FOR COMPLETING THE PROXY FORM

• Your pre-printed name and address is as it appears on the share register of Fat Prophets Australia Fund Limited. If you $\uparrow$ . are Issuer Sponsored and this information is incorrect, please mark the box at the top of the proxy form and make the correction on the form. 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.
• Completion of a proxy form will not prevent individual securityholders from attending the Annual General Meeting in $2.$ person if they wish. Where a securityholder 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 securityholder is suspended while the securityholder is present at the Annual General Meeting.
• $\mathbf{3}$ . A securityholder 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 securityholder's voting rights. If the securityholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.
• A proxy need not be a securityholder of the Company. $\overline{4}$ .
• 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 5. 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 securityholder is to attend the Meeting, a properly executed original (or certified copy) of 6. 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.
• $\overline{I}$ . If a representative as Power of Attorney of a securityholder 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 securityholders 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 10.00 am on 5 October 2005 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Registries Limited

Level 2 28 Margaret Street Sydney NSW 2000

Fax number:

(02) 9279 0664

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