CD PRIVATE EQUITY FUND I — Management Reports 2023

Oct 9, 2023

==> picture [375 x 114] intentionally omitted <==

. The accompanying video update can be found on the Fund’s website: https://cdfunds.com.au/our-webinars/

Disclaimer

This CD Fund Series Update (Update) has been prepared by K2 Asset Management Ltd as Responsible Entity (ACN 085 445 094, AFSL 244 393) of the CD Private Equity Fund Series (Funds or Fund Series) which includes CD Private Equity Fund I (ARSN 158 625 284) (ASX: CD1), CD Private Equity Fund II (ARSN 162 057 089) (ASX: CD2), CD Private Equity Fund III (ARSN 612 132 813) (ASX: CD3), and CD Private Equity Fund IV (ARSN 624 474 531) (CD4).

An investment in any of the Funds is subject to various risks, many of which are beyond the control of the Investment Manager and the Funds. The past performance of the Funds is not a guarantee of the future performance of the Funds. This Update may contain statements, opinions, projections, forecasts and other material (forward looking statements), based on various assumptions. Those assumptions may or may not prove to be correct. The Responsible Entity and its advisers (including all of their respective directors, consultants and/or employees, related bodies corporate and the directors, shareholders, managers, employees or agents of them) (Parties) do not make any representation as to the accuracy or likelihood of fulfilment of the forward-looking statements or any of the assumptions upon which they are based. Actual results, performance or achievements may vary materially from any projections and forward-looking statements and the assumptions on which those statements are based. You are cautioned not to place undue reliance on forward-looking statements and the Parties assume no obligation to update that information.

This Update may contain general advice. Any general advice provided has been prepared without taking into account your objectives, financial situation or needs. Before acting on the advice, you should consider the appropriateness of the advice with regard to your objectives, financial situation and needs, and consider obtaining advice from a financial advisor. You should obtain a copy of the relevant PDS or offer document before making any decisions to purchase a product.

All performance figures, unit prices and distributions are in Australian Dollars, unless otherwise stated. The General Partner (GP) of each of the Limited Partnerships (LPs) in the series has engaged either E&P Funds Management Pty Limited (ACN 159 902 708)(LPI)(“E&PFM”) or the Investment Manager (LPs II,III,IV) to act as investment manager and/or investment advisor for each respective underlying LP.

MSCI indices source: MSCI. Neither MSCI nor any other party involved in or related to compiling, computing or creating the MSCI data makes any express or implied warranties or representation with respect to such data (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any such data. Without limiting any of the foregoing, in no event shall MSCI, any of its affiliates or any third party involved in or related to compiling, computing or creating the data have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages. No further distribution or dissemination of the MSCI data is permitted without MSCI’s express written consent.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

2

Agenda

• Overview of Private Equity

• Overview of Cordish Private Ventures

• Market Update

• Fund Series Performance

• Individual Fund Performance and Outlook

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

3

The importance of Strategic Asset Allocation (SAA)

Strategic Asset Allocation:

The appropriate mix of asset classes based on long-term market assumptions (10+ years) given an investor's objectives and risk tolerance. The optimal portfolio depends on the preferences and the risk profile of the investor.

==> picture [529 x 315] intentionally omitted <==

Source: K2 Asset Management

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

4

What is Private Equity (PE)?

• PE is the investment of capital, or equity, into privately-held companies that are typically not publicly traded on stock exchanges.

• The goal of PE is to increase the value of the company over time and ultimately sell it for a profit, with the firms often taking an active role

• in managing the companies they invest in, making operational changes or strategic decisions to improve performance.

==> picture [519 x 325] intentionally omitted <==

Source: Cordish Private Ventures

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

5

Who are Cordish Private Ventures?

• The Cordish Companies are a Baltimore, Maryland (USA)-based, fourth generation family-owned and managed business founded in 1910, with diversified interests encompassing commercial real estate development, resorts and gaming, entertainment venue operations, media, and private equity. The Cordish family has had a long and successful experience of investing in a variety of US private investment funds.

• Cordish Private Ventures, LLC (Cordish Private Ventures) is the private investment arm of a fourth-generation US family company, The Cordish Companies and Cordish Family. Cordish Private Ventures has been investing in US private investments since the company was founded in 1999.

• Cordish Private Ventures has contributed its own capital to invest directly alongside, and on the same terms as each of the Funds, demonstrating a commitment to, and belief in, the investment strategy. To this end, the Cordish family have continued establishing Funds, committing over US$350m of family capital to these future investments.

• Cordish Private Ventures have been fortunate to build strong relationships with the underlying LPs, however we must maintain confidentiality on transactions and details of the underlying LPs where necessary.

Source: Cordish Private Ventures

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

6

Cordish Private Ventures Investment Strategy

• ~17% of private equity capital is focused on 94% of all US Companies.

• Cordish Private Ventures focus on the lower end of the market.

• Since 2012, 325 buyout deals have been completed by Cordish Private Ventures at a median trailing 12-month EBITDA multiple of 7.5x, significantly below the industry average and typically 50-100% below where public companies trade

• The strategy behind the CD Fund Series has been focused on growing small-cap companies more than financial engineering, and though debt is used, Cordish Private Ventures believe it prudent to use a low amount of leverage (or none, if possible).

==> picture [438 x 371] intentionally omitted <==

Source: Cordish Private Ventures

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

7

Private Equity Market Outlook

• Public market rebounds have eased downward pressure on PE fund valuations. However, key challenges persist including high interest rates and uncertainty around growth, putting pressure on valuations and exits.

• Fundraising activity continues to be slow, and we expect this to continue for the remainder of the year amid increased investor selectivity. Deal activity should continue to adjust to tighter financing conditions, however exit activity remains depressed, creating a backlog of companies waiting to exit due to an uncertain macroeconomic backdrop.

• Over the past 12 months, US PE outperformed public equity by 6.1%. Over the past 10 years, US PE returned an annualized 16.9% and US VC 18%, outperforming the S&P 500 and Russell 2000, respectively.

• As it relates to the CD Fund Series, we are seeing success in portfolio company realisations but deal activity remains slower given the environment.

Source: Cordish Private Ventures. UBS Quarterly Private Markets Update.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

8

Fund Series exits since inception to 31 August 2023

			EXIT DATA ONLY	EXIT DATA ONLY	EXIT DATA ONLY		All	exits	since	since	inception –	inception –	Return distribution	Return distribution
	TOTAL INVESTMENTS	# OF FULL REALISATIONS	AVERAGE REPORTED GROSS MOIC	MEDIAN REPORTED GROSS MOIC	AVERAGE HOLD PERIOD		60
CD1 (2012)	81	59	3.9x	2.8x	4.9		50					50	48	48
CD2 (2013)	107	69	3.4x	2.8x	4.9		40
USD1	15	10	2.8x	1.9x	5.1			34			32
CD3 (2016)	119	51	5.4x	3.0x	3.8		30
CD4 (2018) USD2	110 23	20 3	3.7x 3.5x	3.1x 3.4x	2.7 3.6		20
Total	455	212	4.2x	3.0x	4.3		10
• 2023 median actual realised multiple			on invested capital (MOIC) on 16				-	0-1x		1-2x		2-3x 3-5x		5x+

• 2023 median actual realised multiple on invested capital (MOIC) on 16 exits (to date) was 2.8x.

• 2023 median valuation 2 quarters prior to exit was 2.2x MOIC.

Source: Cordish Private Ventures. Note: All figures as of 31/08/2023. Return figures are in USD and are net of all underlying fees and expenses of the individual managers, but before fees and expenses of the LP and Australian Unit Trust. Past performance is not a reliable indicator of future performance.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

9

Fund Series Performance (31 August 2023)

Fund	Inception Date	3m	6m	1 year	3 years p.a.	**5 years p.a. **	Inception p.a.
CD Private Equity Fund I (CD1)	August 2012	0.0%	0.0%	-1.4%	20.3%	14.4%	12.6%
CD Private Equity Fund II (CD2)	April 2013	16.5%	8.4%	9.5%	19.8%	12.9%	12.3%
CD Private Equity Fund III (CD3)	July 2016	0.9%	6.8%	12.5%	35.7%	21.9%	15.6%
CD Private Equity Fund IV (CD4)	April 2018	0.4%	5.4%	4.9%	27.5%	14.8%	14.6%

Performance is as at 31 August 2023, inclusive of distributions and based on the Fund’s post-tax Net Tangible Asset (NTA) value. Past performance is not a reliable indicator of future performance.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

10

Fund Series Distributions (31 August 2023)

Fund	Inception Date	Original Unitholder Price	Total Distributions (Since Inception)	31 August 2023 Post-tax NTA	31 August 2023 Unit Price
CD Private Equity Fund I (CD1)	August 2012	$1.60	$2.77	$1.07	$0.78
CD Private Equity Fund II (CD2)	April 2013	$1.60	$2.26	$1.68	$1.11
CD Private Equity Fund III (CD3)	July 2016	$1.60	$1.66	$2.01	$1.54
CD Private Equity Fund IV (CD4)	April 2018	$1.60	$0.32	$2.37	-

Distributions are as at 31 August 2023 and include distributions which were declared but not yet paid (CD1 and CD2). The above table does not include distributions announced for CD3 and CD4 on the 4[th] of October, of $0.03 and $0.07 respectively. Past performance is not a reliable indicator of future performance.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

11

Distribution considerations

Distributions are determined based on available and projected cash flows. This includes items such as:

• Further investments (capital calls) and management fees;

• CD1, CD2 and CD3’s underlying funds may make follow-on investments in existing portfolio companies.

• A small number of CD4’s underlying funds are investing capital into new investments, though the amount is tapering.

• Working capital requirements (24 to 36 months allowed);

• Potential estimated future tax obligations;

• FX movements (underlying cash flows are predominantly in USD).

Source: K2 Asset Management Ltd. Distribution consideration figures are estimates and are subject to change at the RE’s discretion.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

12

==> picture [375 x 114] intentionally omitted <==

CD Private Equity Fund I

ASX: CD1

10 October 2023

CD1 Structure

CD1 invests in U.S. Select Private Opportunities Fund, L.P. (LP1)

==> picture [573 x 377] intentionally omitted <==

CD1 Interest in LP1 85.53%	CD1 Interest in LP1 85.53%
Underlying Fund Managers (since inception)	9
Underlying Investments (Excl USD1)	81
Co-Investments (USD1)	15
Total Underlying Investments	96

Note: All data as of 31/08/2023. Underlying investment figures refer to all investments since inception, including positions that have since been realised.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

14

CD1 Distributions

CD1 NTA + Cumulative Distributions (since inception)

CD1 Capital Management (August 2023)

==> picture [898 x 324] intentionally omitted <==

----- Start of picture text -----

$4.5
CD1 Cash (AUD)
$4.0
Fund Cash $7.2m
$3.5
$3.0 CD1 Projected Expenses (AUD)
$2.5
Distributions Declared ($4.0m)
$2.0
Fund Estimated Tax Liabilities ($0.3m)
$1.5
$1.0
Fund Working Capital Expenses ($2.0m)
$0.5
Net Position $0.9m
$0.0
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(to 31 Fund’s (non-controlling) interest in
$3.9m
NTA (net of tax, end of FY) August LP1 Cash (AUD)
2023)
----- End of picture text -----

Note: All figures are unaudited as of 31/08/2023. Spot rate of 0.6484 as at 31 August 2023 used (AUD:USD). NTA cumulative distributions are based on financial year distributions to 30 June, including distributions declared and of record in 2024 FY. Capital management and distribution assumptions are forecasted estimates and are subject to change at the RE’s discretion. Past performance is not a reliable indicator of future performance.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

15

CD1: Liquidity events/exits (since inception)

==> picture [895 x 356] intentionally omitted <==

----- Start of picture text -----

Gross MOIC on Realisations: inception to 31 August 2023 (incl. USD1)
Portfolio Company Realisations (incl. USD1) 69
20
20
18
Median Gross MOIC (realised deals) 2.6x
15
Remaining Portfolio Companies (incl. USD1) 27
11 11
10 9
Avg. Age of Remaining Investments (years) 7.5
5
As of 30 June 2023, the top ten positions represent
approximately 75% of the remaining value of the LP.
0
0-1x 1-2x 2-3x 3-5x 5x+
----- End of picture text -----

Source: Cordish Private Ventures. Note: All figures as of 31/08/2023. Past performance is not a reliable indicator of future performance. Return figures are in USD and are net of all underlying fees and expenses of the individual managers, but before fees and expenses of the LP and Australian Unit Trust.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

16

CD1: Liquidity events/exits (2022 & 2023)

There were eight full or substantial realisations during 2022 and 2023 (to 31 August 2023), with seven of these realisations returning at least 2x multiple on invested capital (MOIC).

==> picture [143 x 115] intentionally omitted <==

==> picture [236 x 79] intentionally omitted <==

==> picture [275 x 83] intentionally omitted <==

Source: Cordish Private Ventures. Note: All figures as of 31/08/2023. Return figures are in USD and are net of all underlying fees and expenses of the individual managers, but before fees and expenses of the LP and Australian Unit Trust. Past performance is not a reliable indicator of future performance.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

17

LP1 Commitments (US$ Million)

Original LP Funds Returned Underlying Fund Commitment (Distributions or Capital)

Remaining LP Total Value to Paid In Underlying LP Investment Capital IRR

Fund A (2012)	$10.0	$11.0	$3.9	1.37x	7.1%
Fund B (2014)	$4.0	$9.9	$1.3	2.91x	25.2%
Fund C (2011)	$10.0	$28.0	$0.1	2.63x	35.1%
Fund D (2013)	$10.0	$7.0	$4.7	1.26x	3.8%
Fund E (2014)	$3.0	$4.3	$0.7	1.67x	11.2%
Fund F (2012)	$10.0	$23.2	$6.8	2.99x	32.8%
USD1 (2013)	$13.0	$17.8	$7.0	1.73x	15.1%
Exited	$5.0	$15.3	$0.0	2.93x	35.0%
Exited	$10.0	$3.5	$0.0	0.83x	(7.9%)
Total	$75.0	$120.2	$24.5	2.02x	18.0%

Source: Cordish Private Ventures. Data is unaudited and funds returned are as of 30 June 2023. LP1 has committed US$71.6m to the Underlying funds as of 31 August 2023. Remaining LP investment reflects the 31 August 2023 LP investment values, using 30 June 2023 asset valuations which were received during the month of August. Return figures are in USD and are net of all underlying fees and expenses of the individual managers, but before fees and expenses of the LP and Australian Unit Trust. The figures above represent the entire LP and not solely CD1’s proportionate interest. Underlying LP inception date refers to the date the LP closed, not the date that the capital was deployed, which may be later. Capital contributed may be slightly more than the capital committed, due to permitted recycling of original capital or recallable distributions.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

18

CD1 Outlook

• The RE and the Investment Manager (IM) will continue to prioritise distributions to Unitholders, which is primarily achieved through the realisation of the underlying portfolio companies.

• Market conditions are such that the realisation of portfolio companies may be slower than anticipated over the next 12 months. This is partially a follow on from the COVID-19 Pandemic, as well as recent macroeconomic headwinds such as high inflation, interest rate increases and the recent US bank failures

• Underlying Funds are approaching their 10-year anniversary, with these managers having the ability to extend the life of their funds. This is typically by an additional 2 years but can be longer dependent on the LP agreements.

• At this stage it is expected that CD1 will continue distributing remaining invested capital through 2027.

• The RE and IM will consider all possible exit strategies, which could include a portfolio sale. We are not in any active discussions regarding this, however any opportunity would be evaluated and presented to Unitholders if deemed appropriate.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

19

==> picture [375 x 114] intentionally omitted <==

CD Private Equity Fund II

ASX: CD2

10 October 2023

CD2 Structure

CD2 invests in U.S. Select Private Opportunities Fund II, L.P. (LP2)

==> picture [573 x 377] intentionally omitted <==

CD2 Interest in LP2 87.28%	CD2 Interest in LP2 87.28%
Underlying Fund Managers (since inception)	12
Underlying Investments (Excl USD1)	107
Co-Investments (USD1)	15
Total Underlying Investments	122

Note: All data as of 31/08/2023. Underlying investment figures refer to all investments since inception, including positions that have since been realised.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

21

CD2 Distributions

CD2 NTA + Cumulative Distributions (since inception)

==> picture [517 x 313] intentionally omitted <==

----- Start of picture text -----

$4.0
$3.5
$3.0
$2.5
$2.0
$1.5
$1.0
$0.5
$0.0
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(to 31
August
2023)
NTA (net of tax, end of FY) Cumulative Distributions to end of FY
----- End of picture text -----

CD2 Capital Management (August 2023)

CD2 Cash (AUD)
Fund Cash	$20.6m
CD2 Projected Expenses (AUD)
Distributions Declared	($10.2m)
Further Investments (Committed Capital)	($5.3m)
Fund Estimated Tax Liabilities	($2.9m)
Fund Working Capital Expenses	($2.5m)
Net Position	($0.3m)
Fund’s (non-controlling) interest in LP Cash(AUD)	$7.7m

Note: All figures are unaudited as of 31/08/2023. Spot rate of 0.6484 as at 31 August 2023 used (AUD:USD). NTA cumulative distributions are based on financial year distributions to 30 June, including distributions declared and of record in 2024 FY. Capital management and distribution assumptions are forecasted estimates and are subject to change at the RE’s discretion. Past performance is not a reliable indicator of future performance.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

22

CD2 Performance summary (since inception)

Gross MOIC on Realisations: inception to 31 August 2023 (incl. USD1)

==> picture [889 x 324] intentionally omitted <==

----- Start of picture text -----

18
Portfolio Company Realisations (incl.
79
USD1)
17
17
Median Gross MOIC (realised deals) 2.7x
16 16
16
Remaining Portfolio Companies (incl. USD1) 43
15 15
15
Avg. Age of Remaining Investments (Years) 6.5
14
As of 30 June 2023, the top ten positions represent
approximately 60% of the remaining value of the LP.
13
0-1x 1-2x 2-3x 3-5x 5x+
----- End of picture text -----

Source: Cordish Private Ventures. Note: All figures are unaudited as of 31/08/2023 and based on financial year distributions to 30 June, including distributions declared and of record in 2024 FY. Past performance is not a reliable indicator of future performance. Return figures are in USD and are net of all underlying fees and expenses of the individual managers, but before fees and expenses of the LP and Australian Unit Trust.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

23

CD2: Liquidity events/exits (2022 & 2023)

There were eleven full or substantial realisations during 2022 and 2023 to 31 August 2023. Four of the realisations achieved multiples over 1.5x and two achieved multiples greater than 3.5x.

==> picture [130 x 71] intentionally omitted <==

==> picture [188 x 58] intentionally omitted <==

Note: All figures as of 31/08/2023. Return figures are in USD and are net of all underlying fees and expenses of the individual managers, but before fees and expenses of the LP and Australian Unit Trust. Past performance is not a reliable indicator of future performance.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

24

LP2 Commitments ($US Million)

Underlying LP	Original LP Commitment	Funds Returned (Distributions or Capital)	Remaining LP Investment	Total Value to Paid In Capital	Underlying LP IRR
Fund A (2014)	$5.0	$6.5	$2.3	1.72x	16.3%
Fund B (2016)	$7.5	$9.5	$22.6	3.50x	26.9%
Fund C (2013)	$7.5	$8.8	$4.3	1.80x	14.9%
Fund D (2015)	$7.5	$6.1	$7.4	1.88x	15.2%
Fund E (2015)	$6.5	$6.4	$3.4	1.48x	9.4%
Fund F (2013)	$8.0	$12.7	$4.7	2.83x	35.1%
Fund G (2011)	$10.0	$9.5	$3.1	1.38x	7.6%
Fund H (2014)	$8.0	$15.1	$1.7	2.43x	29.8%
Fund I (2013)	$10.0	$29.4	$0.7	2.67x	37.1%
USD1 (2014)	$15.0	$20.4	$8.2	1.73x	15.4%
Exited	$5.0	$15.3	$0.0	2.93x	36.6%
Exited	$8.0	$11.7	$0.0	1.48x	8.2%
Total	$98.0	$151.5	$58.4	2.13x	20.2%

Source: Cordish Private Ventures. Data is unaudited and funds returned are as of 30 June 2023. LP2 has committed US$98.7m to the Underlying funds as of 31 August 2023. Remaining LP investment reflects the 31 August 2023 LP investment values, using 30 June 2023 asset valuations which were received during the month of August. Return figures are in USD and are net of all underlying fees and expenses of the individual managers, but before fees and expenses of the LP and Australian Unit Trust. The figures above represent the entire LP and not solely CD2’s proportionate interest. Underlying LP inception date refers to the date the LP closed, not the date that the capital was deployed, which may be later. Capital contributed may be slightly more than the capital committed, due to permitted recycling of original capital or recallable distributions.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023 25

CD2 Outlook

• The RE and the Investment Manager (IM) will continue to prioritise distributions to Unitholders, which is primarily achieved through the realisation of the underlying portfolio companies.

• Market conditions are such that the realisation of portfolio companies may be slower than anticipated, partially a follow on from the COVID-19 Pandemic (impacted portfolio companies requiring more time to mature) as well as macroeconomic conditions such as high inflation, interest rate increases and the recent US bank failures.

• Underlying Funds are approaching their 10-year anniversary, with these managers having the ability to extend the life of their funds. This is typically by an additional 2 years but can be longer dependent on the LP agreements.

• At this stage it is expected that CD2 will continue distributing remaining invested capital through 2027. Similarly to CD1, while we are not in any active discussions regarding this, the RE and IM will consider all possible exit strategies, which could include a portfolio sale.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

26

==> picture [375 x 114] intentionally omitted <==

CD Private Equity Fund III

ASX: CD3

10 October 2023

CD3 Structure

CD3 invests in U.S. Select Private Opportunities Fund III, L.P. (LP3)

==> picture [573 x 377] intentionally omitted <==

CD3 Interest in LP3 71.22%	CD3 Interest in LP3 71.22%
Underlying Fund Managers (since inception)	14
Underlying Investments (Excl USD2)	119
Co-Investments (USD2)	23
Total Underlying Investments	142

Note: All data as of 31/08/2023. Underlying investment figures refer to all investments since inception, including positions that have since been realised.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

28

CD3 Distributions

CD3 Capital Management (August 2023)

CD3 NTA + Cumulative Distributions (since inception)

CD3	NTA	+ Cu	mu	ativ	Distri	b	utio		ns (s	inc	e inc	ept	on)
																	CD3 Cash (AUD)
4
3.5																	Fund Cash	$15.4m
3																	CD3 Projected Expenses (AUD)
2 2.5																	Distributions Declared Further Investments (Committed Capital)	($2.2m) ($5.6m)
0 0.5 1 1.5	Jul-16 2017 2018					2019			2020 2021					2022 2023 2024			Fund Estimated Tax Liabilities Fund Working Capital Expenses Net Position Fund’s (non-controlling) interest in LP Cash(AUD)	($1.2m) ($3.0m) $3.4m $13.9m
	NTA (net of tax, end				of FY)				Cumulative Distributions					to end of FY		(to 31 August 2023)	LP Performance Fee (AUD) (31 March 2023)	$14.8m

Note: All NTA and distributions figures are unaudited as of 31 August 2023 and based on financial year distributions. Not included in the above NTA graph is a distribution of $0.03 per Unit which was declared for CD3 on 4 October 2023, with a record date of 11 October 2023. Spot rate of 0.6484 as at 31 August 2023 used (AUD:USD). “Further investments” includes the reduced LP callable capital, as announced on 4 October 2023. Capital management and distribution assumptions are forecasted estimates and are subject to change at the RE’s discretion. Past performance is not a reliable indicator of future performance.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023 29

CD3 Distribution Waterfall

We are pleased with the performance of Fund III, and it has returned all investors capital plus the preferred return of 8% p.a.. The next distribution will include a portion (“catch up”) of the carried interest (performance fee[1] ) to the General Partner (GP), and future distributions will be made at a 90/10 split between the Fund and the GP. This fee will be paid from the LP’s cash account.

==> picture [638 x 269] intentionally omitted <==

1Per the Fund’s PDS: the GP will be entitled to a performance fee of 10% of the return achieved above invested capital once the hurdle rate equal to a non-compounded pre-tax return of 8% per annum on all capital contributed to the LP and not yet returned via distributions to the limited partners. As of 31 March 2023 the Fund’s interest in this performance fee was A$14,791,654. Past performance is not a reliable indicator of future performance.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023 30

CD3: Liquidity events/exits

Gross MOIC on Realisations: inception to 31 August 2023 (incl. USD2)

==> picture [900 x 321] intentionally omitted <==

----- Start of picture text -----

18
18
16 Portfolio Company Realisations (Incl USD2) 54
14
Median Gross MOIC (realised deals) 2.9x
12
11
10
8 8 Remaining Portfolio Companies 88
8
7
6
Avg. Age of Remaining Investments (Years) 4.4
4
2
As of 30 June 2023, the top ten positions represent
0 approximately 35% of the remaining value of the LP.
0-1x 1-2x 2-3x 3-5x 5x+
----- End of picture text -----

Source: Cordish Private Ventures. Note: All figures as of 31/08/2023. Past performance is not a reliable indicator of future performance. Returns are in USD.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

31

CD3: Liquidity events/exits

There were 10 full or substantial realisations during 2022 and 2023 to date, with five achieving multiples between 2x – 5x and five achieving multiples greater than 5x.

==> picture [282 x 160] intentionally omitted <==

==> picture [180 x 52] intentionally omitted <==

Note: All figures as of 31/08/2023. Past performance is not a reliable indicator of future performance. Return figures are in USD and are net of all underlying fees and expenses of the individual managers, but before fees and expenses of the LP and Australian Unit Trust.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

32

LP3 Commitments (US$ Million)

Underlying LP	Original LP Commitment	Capital Contributed	Funds Returned (Distributions or Capital)	Remaining LP Investment	Total Value to Paid In Capital	Underlying LP IRR
Fund A (2016)	$10.0	$10.0	$18.8	$5.8	2.47x	33.8%
Fund B (2016)	$7.5	$7.1	$8.6	$3.4	1.69x	13.8%
Fund C (2015)	$5.0	$4.9	$21.3	$8.6	6.28x	44.1%
Fund D (2016)	$7.5	$6.8	$5.5	$6.8	2.38x	23.0%
Fund E (2016)	$10.0	$8.6	$19.9	$13.9	3.94x	69.9%
Fund F (2017)	$5.0	$4.5	$8.8	$4.6	3.00x	48.6%
Fund G (2017)	$7.5	$7.4	$5.1	$8.2	1.80x	24.0%
Fund H (2018)	$7.5	$7.7	$17.4	$5.1	2.93x	35.8%
Fund I (2019)	$10.0	$8.9	$3.3	$12.5	1.78x	22.4%
Fund J (2015)	$5.0	$4.7	$6.3	$5.4	2.47x	23.5%
Fund K (2018)	$5.0	$4.6	$2.7	$12.0	3.23x	48.1%
Fund L (2015)	$10.0	$10.3	$17.2	$5.4	2.19x	28.3%
USD2 (2016)	$27.5	$20.0	$13.3	$36.2	2.48x	23.0%
Smartsheet Inc.	-	-	-	$0.5	-	-
Total	$117.5	$105.5	$148.2	$128.4	2.67x	31.4%

Source: Cordish Private Ventures. Data is unaudited and funds returned are as of 30 June 2023. Remaining LP investment reflects the 31 August 2023 LP investment values, using 30 June 2023 asset valuations which were received during the month of August. Return figures are in USD and are net of all underlying fees and expenses of the individual managers, but before fees and expenses of the LP and Australian Unit Trust. The figures above represent the entire LP and not solely CD3’s proportionate interest. Underlying LP inception date refers to the date the LP closed, not the date that the capital was deployed, which may be later. Capital contributed may be slightly more than the capital committed, due to permitted recycling of original capital or recallable distributions.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

33

CD3 Outlook

• The Fund’s inception was July 2016, and has realised 54 of the 142 portfolio companies to date. The average age of the remaining companies is 4.4 years.

• The RE and the Investment Manager (IM) will continue to prioritise distributions to Unitholders, which is primarily achieved through the realisation of the underlying portfolio companies.

• It is expected that portfolio company sales will continue (and increase in number over the coming years), however the Fund and the underlying LPs have additional time to navigate the current market conditions given that the Fund is only at the start of its eighth year of operation.

• We are pleased with the performance of Fund III, and it has returned all investors capital plus the preferred return of 8% p.a.. The next distribution will include a portion (“catch up”) of the carried interest (performance fee[1] ) to the General Partner (GP), and future distributions will be made at a 90/10 split between the Fund and the GP. This fee will be paid from the LP’s cash account.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

34

CD4

==> picture [375 x 114] intentionally omitted <==

CD Private Equity Fund IV

10 October 2023

CD4 Structure

CD4 invests in U.S. Select Private Opportunities Fund, IV L.P. (LP4)

==> picture [558 x 365] intentionally omitted <==

==> picture [287 x 303] intentionally omitted <==

----- Start of picture text -----

CD4 Interest in LP4 88.37%
Underlying Fund Managers
12
(since inception)
Underlying Investments (Excl
110
USD2)
Co-Investments (USD2) 23
Total Underlying Investments 133
----- End of picture text -----

Note: All data as of 31/08/2023. Underlying investment figures refer to all investments since inception, including positions that have since been realised.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

36

CD4 Distributions

CD4 Unit Value + Income

CD4 Capital Management (August 2023)

==> picture [477 x 323] intentionally omitted <==

----- Start of picture text -----

2.5
2.37
2
1.6
1.5
1
0.5
0.16
0.07 0.085
0
Called capital Jun-22 Feb-23 Jun-23 31 August 2023
per Unit NTA
----- End of picture text -----

CD4 Cash (AUD)
Fund Cash	$28.9m
CD4 Projected Expenses (AUD)
Distributions Declared	($8.2m)
Further Investments (Committed Capital)	($13.6m)
Fund Estimated Tax Liabilities	($0.9m)
Fund Working Capital Expenses	($4.4m)
Net Position	$1.8m
Fund’s (non-controlling) interest in LP Cash(AUD)	$25.7m
LP Performance Fee (AUD) (31 March 2023)	$11.8m

Note: All figures are unaudited and as of 31/08/2023. Spot rate of 0.6484 as at 31 August 2023 used (AUD:USD). Not included in the above NTA graph is a distribution of $0.07 per Unit which was declared for CD4 on 4 October 2023, with a record date of 11 October 2023. Capital management and distribution assumptions are forecasted estimates and are subject to change at the RE’s discretion. Past performance is not a reliable indicator of future performance.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

37

CD4 Distribution Waterfall

CD4 is accruing a performance fee which will be payable once the Fund receives 100% of capital back, plus an 8% p.a. return.

==> picture [638 x 269] intentionally omitted <==

1Per the Fund’s PDS: 10% of the return achieved by the LP above a hurdle rate equal to a cumulative, non-compounded pre-tax return of 8% per annum on all capital contributed to the LP (and not yet returned by distribution to limited partners). As of 31 March 2023 the Fund’s interest in this performance fee was A$11,762,995. Past performance is not a reliable indicator of future performance.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

38

CD4: Liquidity events/exits

Gross MOIC on Realisations: inception to 31 August 2023 (incl. USD2)

==> picture [441 x 318] intentionally omitted <==

----- Start of picture text -----

9
8
8
7
6
5 5
5
4
3
3
2
1
1
0
0-1x 1-2x 2-3x 3-5x 5x+
----- End of picture text -----

Portfolio Company Realisations (Incl USD2)	23
Median Gross MOIC (realised deals)	3.10x
Remaining Portfolio Companies	110
Avg. Age of Remaining Investments (Years)	3.2

There have been 10 exits during 2022 and 2023 to date, with seven of these having achieved multiples between 3 – 5x. One of these companies which was held by US Select Direct 2, KnowBe4 , returned 3.4x on invested capital in just 3.6 years.

==> picture [195 x 56] intentionally omitted <==

As of 30 June 2023, the top ten positions represent approximately 35% of the remaining value of the LP.

Source: Cordish Private Ventures. Note: All figures as of 31/08/2023. Past performance is not a reliable indicator of future performance. Returns are in USD.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

39

LP4 Commitments (US$ Million)

Funds Returned Original LP Remaining LP Total Value to Underlying LP Underlying LP Capital Contributed (Distributions or Commitment Investment Paid In Capital IRR Capital)

Fund A (2017)	$10.00	$8.31	$0.0	$9.8	1.14x	5.3%
Fund B (2019)	$12.50	$14.72	$6.5	$18.3	1.68x	29.5%
Fund C (2018)	$10.00	$9.52	$4.6	$18.1	2.39x	29.0%
Fund D (2023)	$12.50	$11.69	$8.4	$12.8	1.81x	26.6%
Fund E (2019)	$12.50	$12.06	$15.7	$11.2	2.23x	116.0%
Fund F (2018)	$10.00	$10.00	$0.0	$19.6	1.96x	21.1%
Fund G (2017)	$7.50	$7.64	$6.7	$2.7	1.63x	22.2%
Fund H (2019)	$5.00	$3.00	$0.0	$2.5	0.83x	(6.6%)
Fund I (2019)	$10.00	$5.35	$2.1	$10.6	2.25x	62.4%
Fund J (2018)	$10.00	$7.04	$0.0	$12.5	1.77x	25.4%
Fund K (2019)	$12.50	$11.39	$4.2	$18.4	1.98x	24.8%
USD2 (2016)	$32.50	$23.62	$15.7	$42.7	2.47x	24.3%
Total	$145.0	$124.4	$63.9	$179.2	1.97x	26.8%

Source: Cordish Private Ventures. Data is unaudited and funds returned are as of 30 June 2023. Remaining LP investment reflects the 31 August 2023 LP investment values, using 30 June 2023 asset valuations which were received during the month of August. Funds returned are to the LP and do not factor in tax or management expenses of the underlying LP or the Australian Unit Trust. The figures above represent the entire LP and not solely CD4’s proportionate interest. Underlying LP inception date refers to the date the LP closed, not the date that the capital was deployed, which may be later. Capital contributed may be slightly more than the capital committed, due to permitted recycling of original capital or recallable distributions.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

40

CD4 Outlook

• The Fund’s inception was April 2018, and has realised 23 of the 130 portfolio companies to date. The average age of the remaining companies is 3.2 years.

• The RE and the Investment Manager (IM) will continue to prioritise a distributions to Unitholders, which is primarily achieved through the realisation of the underlying portfolio companies.

• It is expected that portfolio company sales will increase in number and pace over the coming years, however the Fund and the underlying LPs have additional time to navigate the current market conditions given that the Fund is only in year six of operation.

• The Fund cannot currently be listed on the ASX due to unpaid capital calls from Unitholders, which is something that K2 understands is important to Unitholders. K2 are continuing to explore options for liquidity and will present any results to Unitholders as they are evaluated and seem viable.

• The RE is considering whether an investment manager, external to the RE, could be appointed to facilitate off-market transactions. We will update Unitholders in due course should this be an option.

• Unitholders can complete an off-market transfer of their Units to another party, through making an application to the .

• Share Registry. Further detail can be obtained by emailing cdfunds@k2am.com.au

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

41

Thank you

Unitholders are welcome to reach out to the Investor Relations team via email or phone.

• cdfunds@k2am.com.au

• 61 3 9691 6110.

==> picture [128 x 40] intentionally omitted <==

CD Private Equity Fund Series Update – October 2023

42

==> picture [375 x 114] intentionally omitted <==

ACRONYM	DEFINITION
DPI	Distribution to Paid In Capital
EBITDA	Earnings Before Interest, Taxes, Depreciation, and Amortization
IRR	Internal Rate of Return
MOIC	Multiple on Invested Capital
TVPI	Total Value to Paid In Capital
TTM	Trailing Twelve Months
USD1	Co-Investment I - US Select Direct Private Equity Fund (US), L.P.
USD2	Co-Investment II - US Select Direct Private Equity Fund II (US), L.P.

10 October 2023