INVESTSMART GROUP LIMITED — Regulatory Filings 2010

Nov 14, 2010

Level 1, 600 Chapel Street South Yarra VIC 3141 Australia

Telephone +613 8319 8111 Fax +613 9827 9145

FAX

From:	Adam Lindell
To:	Companies Announcements Office ASX Limited
	Fax: 1300 135 638
To:	Ms Sarah Wiesener Company Secretary ING Real Estate Entertainment Fund
	Fax: (02) 9033 1059
Date:	15 November 2010

Pages:

Please find attached a Form 604 notification for FAT Prophets Australia Fund Limited and Merricks Capital Pty Limited.

Regards

Adam Lindell

$\rightarrow$ $>$

PFAX201 P 2/4

Form 604
Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	ING Real Estate Entertainment Fund
ACN/ARSN	108 982 627
1. Details of substantial holder (1)
Name	FAT Prophets Australia Fund Limited (FAT); and
ACN/ARSN (if applicable)	111 772 359
	Merricks Capital Pty Ltd ACN 126 528 005 (Merricks) as the Investment Manager of FAT
There was a change in the interests of the
substantial holder on	11/11/2010

substantial holder on	11/11/2010
The previous notice was given to the company on	20/10/2010
The previous notice was dated	20/10/2010

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 to the company or scheme, are as follows:

Previous notice Class of securities (4)			Present notice -------
Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Units Fully Paid	45.532.572	7.51%	152.130.948	8.60%

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 voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
lVarious on- Imarket lacquisitions lfrom 20/10/10 tol 11/11/10	FAT/Merricks	On market acquisitions	IOn-market acquisitions at l between \$0.105 per share and \$0.11 per Ishare with total lconsideration of 13703.358.20	52,130,948 Ordinary 52,130,948 Units Fully Paid

4. Present relevant interests

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	________ Person's votes
FAT/Merricks	U P Morgan	FAT	Registered holder of Units	52,130,948 Ordinary 52,130,948 Units Fully Paid

5. Changes in association

The persons who have become associates (2) of, ceased to be associates 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:

--------------------------------------- (lf ACN/ARSN and Name applicable) ____	------ ---- ______ Nature of association ---
iNil -------------------	The Contract Contract Contract Contract ------- ____

6. Addresses

The addresses of persons named in this form are as follows:

Name	-- ___ Address
FAT _____	The Company of Company's Company Level 1, 600 Chapel Street, South Yarra, Victoria
IMerricks	__ Level 1, 600 Chapel Street, South Yarra, Victoria ______ ___

Signature

print name	سراHenry Adam Lindel	capacity	Director
sign here		date	29/07/10

DIRECTIONS

• 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 $(1)$ 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:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ 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 arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• 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 $(b)$ 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.

• 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, $(7)$ 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 on 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".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$