2

2008 was a difficult year for the industry

“Silver Lining” emerging in 2009

Deal Volume down in 2009 relative to 2008

2009 – Value Gap between buyer and seller

Revenue Share

Cashless Deals

Longer Term Earnouts

New Landscape – Distribution is CRITICAL element for SUCCESS

M&A OVERVIEW

3

DEAL STRUCTURE

Ac

qu

irin

g C

om

pan

y

Acquisition Appetite

Branded Image

Expandable Platform

Strong Historical

Performance

Broad Distribution

Network

Diversify Client Base

Access Broader Distribution

Seed New Strategies

Participate in Upside

Cross Sell Strategies/Products with Branded FirmA

cqui

sitio

n

Liquidity Event

Maximize Earnout through Enhanced Performance

Str

ateg

ic

Alli

ance Breadth of Service Offerings

Access to Broader Distribution

4

BUYER CONSIDERATIONS

Financial Opinions

Rising Public Multiples

Banks and Insurance Companies are most active sellers

Client-based Longevity

High Water Mark Issues

Culture Fit (Personality)

Fee Pressure by large institutional clients

Deal Consideration/ Structure (Cashless Environment)

Regulatory and Compliance Issues

5

SELLER CONSIDERATIONS

Revenue Sharing Arrangements, Sizable Multi-year Earnouts, and Cashless Mergers

Price Disparity

Buyers Distribution Capabilities

Change of Control (Operate Autonomously)

Deal Structure (Earnout)

Regulatory Issues

6

THINGS TO CONSIDER WHEN VALUING YOUR FIRM Methodology

Management

Performance and Other Fees

Current and Projected AUM (Future Value)

Operating Expenses

Client Base

Marketing Team

7

RECENT TRANSACTIONS

DATE TARGET ACQUIRERTARGET

AUM (MM)% ACUIRED

Jan-09Seizert Capital Partners

LLCNorthern Lights Ventures LLC $1,200 Minority

Feb-09 Apax Partners GIC Special Investments and

Future Fund$40,000 8%

Mar-09 Todd Investment Advisors MBO $3,515 20%

Apr-09 Augustus Asset Managers Julius Baer $7,600  ----

May-09MIR Investment

ManagementAsset Management Finance $3,059 ----

Jun-09 Cowen & Co. Ramius $450 71%

Jun-09 Conning & Company Aquiline Capital Partners $100,000 100%

Jun-09Tortoise Capital Advisors

LLCMBO ( Mariner Holdings LLC) $2,000 35%

Jun-09 Dresdner VPV NV MBO $1,700 100%

Aug-09 Barclays Global Investors BlackRock $13,500 ---- 

Sep-09 AIC Ltd. Manulife Financial Corp $3,800 ----

8

HOULIHAN SMITH & COMPANY

HOULIHAN SMITH & COMPANY, INC. (“HOULIHAN”) is a nationally recognized valuation and investment banking firm (Member FINRA, SIPC) based in Chicago, with offices in New York, Los Angeles, London, and Toronto. Houlihan provides comprehensive services to several of the largest public and private companies. We are recognized as a global leader in restructuring and financial opinions.

We combine analytical precision with in-depth industry knowledge to address even the most sophisticated valuation challenges Our approach exceeds regulatory compliance requirements concerning corporate valuation, financial reporting, tax, and litigation support. Houlihan’s valuations are objective, independent, defensible, and thoroughly documented in order to meet the heightened requirements of regulatory agencies, auditors, and legal bodies. For additional information, please contact:

Karl D’Cunha, CASenior Managing Directorkdcunha@houlihansmith.com (312) 499-5900

CHICAGO105 W. Madison StreetSuite 1200Chicago, IL 60602

WWW.HOULIHANSMITH.COM

9

HOULIHAN SMITH & COMPANY

Karl D’Cunha is a Senior Managing Director at Houlihan Smith and oversees the firm’s financial advisory practice. He is head of the firm’s Hedge Fund Advisory services group and a team leader of the firm’s Technical Standards Committee. Mr. D’Cunha has over 13 years experience in the alternative investments industry, including working with some of the largest hedge funds globally on valuation, restructuring and M&A issues. Mr. D’Cunha has prepared, supervised, and consulted upon assignments to US and International hedge funds, fund of funds, investment advisors, mutual funds and other entities. Mr. D'Cunha was previously an audit manager at Ernst & Young, LLP and PricewaterhouseCoopers, LLP with 8 years experience in the Investment Management industry group.

Mr. D'Cunha holds a B.A. in Finance and Economics from University of Western Ontario and a Graduate Diploma in Accounting from McGill University. Mr. D'Cunha is a Chartered Accountant and a level III candidate in the Chartered Financial Analyst program. Mr. D’Cunha is a member of the following organizations: Canadian Institute of Chartered Accountants, CFA Society of Chicago, CFA Institute, Hedge Fund Association, New York Hedge Fund Roundtable, Association of Chartered Accountants in the United States, Association for Financial Professionals, Appraisal Issues Task Force, and American MENSA, Ltd.