Ann: KAM: Proposed Responsible Entity appointment, page-7

ONLY PARTLY OUT. It is worth reading pages 113-115 of the CD MergerEM which discuss the operating structures of the funds. Even though the Merger didn’tproceed, that info is still relevant.

If the resolutions pass, E+P will be removed from the Australianaspects of the funds including admin, reporting, and investor relations.

E+P still have (confirmed below) a tiny indirect interest asinvestors in the LPs (alongside CD1-4), as part owners of the General Partners which own 0.1% of each LP. GP I is owned100% by DGP Inc., a 100% subsidiary of EP1. GPII is owned 50/50 by anaffiliate of Cordish Private Ventures and DGP Inc. GPIII and GPIV are owned 42.5% by DPG Inc. and57.5% by affiliates of Cordish Private Ventures. As indirect investors, E+Phave no influence because the 0.1% holding is tiny.

More important, it is unclear howactive E+P can be- or will want to be- in theirroles as “investment manager/advisor” rather than investors. Theseroles will continue- see below.

The announcement says“CD1 E&P will maintain its interest, via awholly owned subsidiary, in the General Partner of U.S. Select PrivateOpportunities Fund, L.P. (LPI). The General Partner fee for the LP expired inJune 2022, andE&P Funds Management PtyLimited is expected to continue as Investment Advisor to GPI. CordishEquity Partners’ involvement with the LP will continue”. The announcements werethe same for CD2 and CD3 (with minor changes to the names, and the GP feeexpired April 2023 for LP2; for LP3 the fee will expire in July 2026).

See also the comments on “InvestmentManager” and “Advisory Board” inthe Merger EM page 114/5. It’s not clear–in practice- which of the bodies, or the individuals named, deals with the US underlyingfunds managers. i.e. who actually doesthis work and makes these decisions.

There is then the commercial point. TheGP fees for CD1+ 2/ LPI + II have now stopped; the GP fees for LP III+ IV/ CD 3and 4 will stop in July 26 and April 28. The GP fees cover any payments for work by the Investment Manager and AdvisoryBoard- they are not extra costs. Thus (forLPI+II) neither E+P nor the other cos and individuals named will be paid anythingfor their roles in the US and Caymans now; in any case LP1 and II and their investmentstrategies (but not selling decisions) are almost fully matured after running for10 years or more.

Thus,at least for LP1 and II, even though the named parties are still obliged to provide“InvestmentManager” and “Advisory Board” services in USA/ Caymans, they will not get paidfor them. One would imagine that E+P’s involvement in such matters would be secondary-the decisions are likely to be made by Cordish, because it is their expertise butalso as they’re still actively running PE funds and will want to maintain theirreputation as a competent manager. It’sless clear who will do what re GP III and IV, as they are still paying large GPfees for the next 3 to 5 years- and the investment manager (i.e. E+P) will receivepayments out of those fees.

I am not a lawyer but the above seemsto be a fair synthesis of what we have been told so far. I would welcome anyother thoughts. I will try to refinethese ideas and send them to the RE as questions that should addressed at theEGMs, or preferably before.

Not advice. DYOR