CD PRIVATE EQUITY FUND II — Investor Presentation 2014

Jun 29, 2014

Disclaimer

This presentation has been prepared by Walsh & Company Investments Limited as responsible entity (Responsible Entity) of the US Select Private Opportunities Fund (Fund I) and the US Select Private Opportunities Fund II (Fund II) (together the Funds). The information in this presentation is of a general nature and does not purport to be complete, nor does it contain all information which would be required in a product disclosure statement (PDS) prepared in accordance with the requirements of the Corporations Act.

An investment in units of the Funds is subject to various risks, many of which are beyond the control of the Responsible Entity. In considering an investment in either of the Fund's units, investors should have regard to (amongst other things) the risks of investing in the Funds. This presentation contains statements, opinions, projections, forecasts and other material (forward looking statements), based on various assumptions. Those assumptions may or may not prove to be correct. None of the Responsible Entity, its respective officers, employees, agents, advisers nor any other person named in this presentation makes 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.

The information contained in this presentation does not take into account the investment objectives, financial situation or particular needs of any recipient and is not financial product advice. It does not take into account your individual objectives, financial situation or needs. Before making an investment decision, recipients of this presentation should consider their own needs and situation and, if necessary, seek independent, professional advice.

Any opinions expressed reflect the Funds' positions at the date of this presentation and are subject to change. No assurance can be given by the Responsible Entity that any capital raisings referred to in this presentation will proceed. The information is taken from sources which are believed to be accurate, but the Responsible Entity accepts no liability of any kind to any person who relies on the information contained in this presentation. Unless expressly stated, none of the information should be taken to be a recommendation. You are acting independently at your own risk.

To the extent permitted by law, the Responsible Entity and its respective officers, employees, agents and advisers give no warranty, representation or guarantee as to the accuracy or completeness or reliability of the information contained in this presentation. Further, none of the Responsible Entity or their respective officers, employees, agents and advisers accept, except to the extent permitted by law, responsibility for any loss, claim, damages, costs or expenses arising out of, or in connection with, the information contained in this presentation. Any recipient of this presentation should independently satisfy themselves as to the accuracy of all information contained herein.

This presentation involves a potential investment in Fund II. An investment in Fund II will only be available through a valid application form attached to the Fund II PDS lodged with ASIC on 20 June 2014 and issued by Walsh & Company Investments Limited as Responsible Entity for Fund II. Before making any decision to make or hold any investment in either of the Funds you should consider the relevant PDS in full.

Not an offer in the US: This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. This presentation may not be distributed or released in the United States. The securities in the proposed offering have not been and will not be registered under the US Securities Act of 1933 (US Securities Act), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities in the proposed offering may not be offered, or sold, directly or indirectly, in the United States, or to, or for the account or benefit of, any "US Person" (as defined in Regulation S of the US Securities Act) except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.

• US Select Private Opportunities Fund Series: Overview
• US Partner: Cordish Private Ventures
• Why Small-Cap Private Investments in the US?
• Fund Updates
• Current Capital Raise

1. US Select Private Opportunities Fund Series: Overview

US Select Private Opportunities Funds

Established in 2012 to give Dixon Advisory clients access to US private investments

• Partnership with an experienced US based family office investor: Cordish Private Ventures, LLC
• "Fund-of-funds" investment strategy
• Provide exposure to US companies without volatility and lack of control of public equities
• Provide exposure to US companies at significant discounts to average public company valuations
• Invests in smaller funds (less than \$500m) with significant operating expertise and focus on company-building

Background: The Cordish Companies

• Founded in 1910
• Fourth generation family-owned and managed business based in Baltimore, Maryland (USA)
• Core business in real estate development of large scale mixed-use projects and entertainment districts
• Other business divisions include resort development, entertainment, restaurants, media and private investments

US Select Private Opportunities Funds

Capital raised to date

• Two ASX listed funds:
• USF (Fund I): US\$70m of commitments (including US\$10m from Cordish Private Ventures), closed July 2012
  • ~100% committed to nine funds
• USG (Fund II): US\$68m of commitments (including US\$10m from Cordish Private Ventures), closed March 2013
  • ~100% committed to eight funds
• Overall deal flow and preliminary performance exceeding expectations to date

Current opportunity

• US economy is growing and recovery appears real and sustainable
• US Select focus in private equity creates unique current opportunity:
• Valuations of small private companies remain consistent with historic norms, despite run up in US public equities and increased deal activity
• US Select strategy provides ability to access US equities and US economic recovery without paying public company multiples
• We continue to find extremely compelling investment opportunities and have completed initial due diligence on additional funds
• We are growing US Select II to take advantage of this opportunity
• Cordish Private Ventures is increasing its commitment as part of this new capital raise

2. US Partner: Cordish Private Ventures

Recent activity: The Cordish Companies

Recent highlights

• Opened Ballpark Village in St. Louis, Missouri
• Partnership with St. Louis Cardinals, professional baseball team
• Cordish ownership in both real estate and operating venues
• Opening major new retail project in Baltimore in Sept '14
• Broke ground on major residential development in Kansas City, MO, and retail development in Atlantic City, NJ
• Awarded major new entertainment development in Norfolk, VA

Cordish Private Ventures, LLC (CPV)

• Demonstrated record of accessing high quality opportunities in the US private investments market
• Founded in 1999
• 45+ fund investments since inception
• Strong performance record through multiple economic cycles
• Like-minded philosophy to Dixon Advisory; careful stewardship of capital
• Focus on downside protection has produced strong results
• Significant family capital alongside Dixon Advisory clients, on equal terms
• US Select is now CPV's only method of accessing US-based small private equity funds

The US Select team

Jonathan Sinex Principal, Cordish Private Ventures

• Principal at Cordish Private Ventures
• 10 years+ investment experience
• BA (Middlebury College), MBA (Univ. of Virginia)

Jonathan Cordish Chairman of Advisory Board President, Cordish Private Ventures

• Partner of The Cordish Companies
• 20+ year' investment experience
• BA (Brandeis Univ.), MBA (Wharton)

Margaret Cordish Principal, Cordish Private Ventures

• Executive of Cordish Private Ventures
• 15 years investing and financial experience
• BA (UPenn), MBA (Columbia)

Max Walsh Deputy Chairman, Dixon Advisory

• Leading economics and business journalist
• AM, BEC (Sydney)

Alan Dixon Managing Director, Dixon Advisory

• 20 years investment experience
• BCom (ANU), CA

• 20+ years investment experience - BA (Cornell), MBA (Wharton)

3. Why Small-Cap Private Investments in the US?

Why private investments?

Strong long-term performance

• On average private equity funds have consistently outperformed public equities over the long run
• Outperformed S&P 500 in last two downturns:
• tech crash (Q2 2000 to Q1 2003) – outperformed by 15%
• global financial crisis (Q3 2007 to Q1 2009) – outperformed by 21%

Annualised Index Returns

Private Equity Index represents the aggregate net returns for 1,125 funds formed between 1986-2013

Source: Cambridge Associates LLC at 31 December 2013, IRESS

Relative Valuations

Small-cap private investments at more attractive valuations than public markets

Source: Bloomberg, Underlying Fund Managers

Why smaller funds?

Performance decreases as fund size increases

Smallest Private Investment Firm Size

Largest Private Investment Firm Size

Source: Research Paper "Giants at the Gate"

Why private investments in the US?

• US economic recovery is real and wide-spread
• US Select strategy provides opportunity to participate in most robust sectors of US economy at attractive valuations
• Ability to buy growth at value pricing
• Key themes highlighted when launching the Funds remain in play:
• Energy revolution
  • Also drives additional demand for transportation, logistics
• Resurgence in US light manufacturing "insourcing"
  • Drives transportation and logistics opportunities
• Resurgence in consumer spending and confidence
• Access to affordable financing for companies

US economy: consumer confidence

Decreasing unemployment, increasing personal incomes and recovering housing prices have contributed to rising consumer expectations

US unemployment US consumer sentiment

Source: Bureau of Economic Analysis.

US economy: sector activity

US Select focuses on industries that are growing faster than US GDP

Source: Bureau of Economic Analysis.

4. Fund Updates

Portfolio companies USF & USG

67 underlying investments positioned to capture the growth of the US

Note: Portfolio company outlined only where disclosed publically by the underlying fund manager

Overview US Select Fund I

Fund Commitments 1

Fund	US Select I commitment (\$m)	% of Fund	Called to date (\$m)	% called	# of companies
DFW	5.0	7%	2.1	42%	6
Encore	10.0	14%	4.4	44%	4
Fort Point	4.0	6%	1.3	31%	3
Incline	10.0	14%	2.7	27%	4
KarpReilly	10.0	14%	4.8	48%	5
Peppertree	3.0	4%	0.1	3%	1
Prometheus	4.8	7%	4.3	90%	5
Trivest	10.0	14%	2.6	26%	4
US Direct	13.0	19%	3.1	24%	4
	69.8		25.4	36%	36

• 9 Private Equity Funds with interest in 36 individual companies
• Average purchase price of 5.8x²

Note 1 As at July 2014, including underlying portfolio companies where a letter of intent has been executed but capital may not have been called, but is expected to be called in July 2014 Note 2 Excludes KarpReilly's high growth restaurant investments

Industry Exposure

Trivest Partners

Executive Summary

• Fund V US\$415m
• Focus on lower middle market founder/family owned businesses that have never accessed institutional capital
• Oldest private equity firm in the southeast with 30+ year track record investing across multiple economic cycles
• 3 companies currently in fund portfolio plus 1 closing in July (26% of capital called)

Sample of current investments

Acquire high quality, growing businesses at value prices (avg. 5.5x) through unique sourcing model

Case Study:

Company & Transaction Overview

• Leading independent seafood distributor in the state of Florida
• Diverse customer base distributing products to leading restaurants, hotels, clubs, cruise lines, hospitals and wholesalers
• Ownership - Trivest 90% and management 10%
• Organic growth and M&A opportunities – two add -on acquisitions to date

Overview US Select Fund II

Fund Commitments 1

Fund	US Select II commitment (\$m)	% of Fund	Called to date (\$m)	% called	# of companies
DFW	5.0	7%	2.1	42%	6
High Road	7.5	11%	1.4	19%	3
NMS	6.5	10%	1.4	21%	1
RFE	8.0	12%	3.9	48%	5
Tengram	10.0	15%	5.6	56%	7
Tower Arch	8.0	12%	0.5	6%	1
Trive	10.0	15%	2.3	23%	4
US Direct	12.0	18%	2.9	24%	4
Total	67.0		20.0	30%	31

Industry Exposure

• 8 Private Equity Funds with interest in 31 individual companies
• Average purchase price of 5.5x

Note 1 As at July 2014, including underlying portfolio companies where a letter of intent has been executed but capital may not have been called, but is expected to be called in July 2014

Tengram Capital Partners

Executive Summary

• US\$173m Fund focused on the branded consumer products and retail space
• Strategy often seeks to invest in brand licensing opportunities
• 7 companies currently in fund portfolio (56% of capital called)
• 2 additional companies under letter of intent representing another 10-15% of fund capital

Sample of current investments

Consumer sector focus on apparel, home and sporting goods, consumer electronics, health & beauty, spirits & food/beverage and branded retail

Case Study:

Company & Transaction Overview

• Well-known and highly respected designer of premium "opening-pricepoint" luxury apparel for men and women
• Sold through 1,200+ stores worldwide
• Proprietary deal sourced through personal relationship
• Opportunity to grow retail operation, increased from 1 to 21 stores since acquisition

High Road Capital Partners

Executive Summary

• US\$320m Fund II focused on smaller end of the middle market
• Co-founders have worked together for more than 10 years
• 3 companies currently in fund portfolio (19% of capital called)
• 2013 ACG and 2011 M&A Advisors Private Equity Firm of the Year
• Seeking businesses with sustainable cash flows and defensible positions

Sample of current investments

Manufacturing & distribution, business services, media and healthcare industry preference

Case Study:

Company & Transaction Overview:

• Following the US niche manufacturing sector theme, acquired The Crown Group, a high quality coating services and solutions provider
• Second largest provider to the automotive, agricultural, heavy truck and other industrial end markets
• Entrenched blue-chip customer base
• Completed one add-on acquisition expanding capabilities and geographic reach

US Select Direct

Executive Summary

• Platform to invest in a direct portfolio of private companies
• Investment alongside leading, specialist private investment funds
• Accelerates deployment of fund capital
• Co-investing provides the potential to enhance returns and optimise cash flow
• 3 companies in portfolio plus 1 closing in July (24% of capital called)

Sample of current investments

Case Study:

Company & Transaction Overview

• Leading provider of information staffing solutions throughout the US
• Operating in favorable sectors providing technology staffing solutions to healthcare (ageing population) and financial services
• First institutional capital for the business
• Significant growth opportunities Co-investment with an underlying fund manager

5. Current Capital Raise

Why raise more capital now?

• US economic recovery is real
• Small cap private equity is the best way to take advantage of unique market conditions
• Leverage the established platform and framework
• Identified pipeline of opportunities with the ability to commit capital quickly
• Diversification to increase exposure to under penetrated industries such as healthcare and energy
• Cordish Private Ventures participating again along side you

Offer structure

Placement

• Offer of up to 5.0 million Units at \$1.708¹ per unit to raise approximately \$8.5 million
• Ability to accept oversubscriptions up to an additional 20.0 million Units equating to approximately \$34.2 million
• PDS lodged 20 June 2014
• Available to existing and new investors
• Offer price of \$1.708¹ a 1.3% discount to trading price (19 June 2014)

Unit purchase plan offer also available for existing investors

Note 1: Includes a service fee of \$0.028 per unit payable by Consenting Applicants and Wholesale Applicants to their Licensee

Fee summary

Investment Manager Fee	2.0%
entity fee1 Responsible	0.363%
Estimated underlying manager fee	2.0%
Total ongoing fees	4.36%
One-off Service Fee2	\$0.028 per unit

Note 1: Includes a responsible entity fee of 0.088% and an administration fee of 0.275% Note 2: Service Fee payable by Consenting Applicants and Wholesale Applicants to their Licensee. No Service Fee is payable in relation to participation in the Unit Purchase Plan

Key Offer dates

Unit Purchase Plan Record Date	19 June 2014
PDS Lodged	20 June 2014
Offer Open	20 June 2014
Closing Date	21 July 2014
Allotment	23 July 2014

Note: Dates are indicative only and may be subject to change

6. Questions?