ING Private Equity Access Limited

Document Sample
ING Private Equity Access Limited Powered By Docstoc
					ING Private Equity Access Limited
                ANNUAL REPORT 30 JUNE 2009
                              ABN 48 107 843 381
Contents



Calendar                                                         1

2009 Annual General Meeting                                      1

Summary 2009                                                     2

Statement by the Chairman                                        3

Investment Strategy                                              4

Review of Operations                                             5

Private Equity Fund Profiles                                    11

Directors’ Report                                              20

Corporate Governance Statement                                 27

Financial Statements                                           32

Notes                                                          36

Directors’ Declaration                                         62

Independent Audit Report                                       63

Additional ASX Disclosures                                     65

Directory                                                      68

Annual Report Election and
Email Notification Service                                      69




Disclaimer
The information contained in this summary report has been prepared
with all reasonable care by ING Private Equity Access Limited who
accepts no responsibility or liability for any errors, omissions or
misstatements. It is provided as general securities information only
and is not in any way intended to constitute a securities investment
recommendation or financial advice.
  Calendar



  2009 ANNUAL GENERAL MEETING
  The 2009 Annual General Meeting (AGM) for ING Private Equity Access Limited will be held as follows:

  Date: Wednesday 4 November 2009
  Time: 1.30pm for 2.00pm start
  Venue: Amora Hotel Jamison – 11 Jamison St, Sydney, NSW

  Details about the items of business to be considered at the AGM are contained in the separate Notice
  of 2009 Annual General Meeting sent to investors.



    OCTOBER 2009                          NOVEMBER 2009                          DECEMBER 2009
    Tuesday 13th                          Wednesday 4th                          Friday 11th
    Monthly NTA Release                   Annual General Meeting                 Monthly NTA Release

                                          Friday 13th
                                          Monthly NTA Release



    JANUARY 2010                          FEBRUARY 2010                          MARCH 2010
    Wednesday 13th                        Friday 12th                            Friday 12th
    Monthly NTA Release                   Monthly NTA Release                    Monthly NTA Release

                                          Friday 19th
                                          Half Yearly Results Release

                                          Friday 26th
                                          Half Yearly Report to Investors



    APRIL 2010                            MAY 2010                               JUNE 2010
    Tuesday 13th                          Thursday 13th                          Friday 11th
    Monthly NTA Release                   Monthly NTA Release                    Monthly NTA Release



    JULY 2010                             AUGUST 2010                            SEPTEMBER 2010
    Tuesday 13th                          Friday 13th                            Monday 13th
    Monthly NTA Release                   Monthly NTA Release                    Monthly NTA Release

                                          Friday 20th
                                          Annual Results Release




Page 1                                                                                   ING Private Equity Access Limited
         Summary 2009
         NET ASSET VALUE (pre tax cents per share)                           NET PROFIT AFTER TAX ($m)


         2009                          73                                    2009       -12.50

         2008                                      112                       2008                                       1.60

         2007                                                    140         2007                                           6.07

         2006                                              122               2006                                           6.13

         2005                                     105                        2005                                           2.63

                0          30         60          90        120        150       -15 -12 -9        -6    -3       0      3        6    9


         FINAL DIVIDEND (cents per share)                                    TOTAL RETURN (pre tax NAV and dividends %)


         2009       nil                                                      2009       -21

         2008                                                5.40            2008                             1

         2007                                                5.40            2007                                              20

         2006                                      4.50                      2006                                              21

         2005                   2.35                                         2005                                 7

                0         1       2         3          4         5      6        -25 -20 -15 -10 -5 0             5 10 15 20 25



         PRIVATE EQUITY EXPOSURE (%)                                         PRIVATE EQUITY FUND COMMITMENTS ($m)


         2009                                              127               2009                                       126

         2008                                88                              2008                                     116

         2007                               84                               2007                                 107

         2006             33                                                 2006                       77

         2005 11                                                             2005             41

                0          30         60          90        120        150          0     30       60         90            120       150




                          During a difficult year the Company has
                          taken a number of steps so that it continues
                          to be positioned to ultimately release the
                          value of the portfolio to shareholders.
                          Geoff Brunsdon
                          Chairman

Page 2
  Statement by the Chairman
  I hope that you will be able to join us at this year’s   The Company also announced
  Annual General Meeting which will be held on             a change in investment
  Wednesday, 4 November at the Amora Hotel Jamison         strategy, deciding that no
  in Sydney.                                               new private equity fund
                                                           commitments will be made so
  The last year was one of almost unprecedented
                                                           that, over time, the portfolio
  market turmoil with global equity markets gyrating
                                                           will be run-off. Once the
  wildly, paralysis in credit markets, widespread
                                                           Board is confident that the
  government support of the financial sector and
                                                           Company can fund any
  general economic gloom. The Australian sharemarket
                                                           potential calls by our existing
  had its worst year since 1982 but encouragingly has
                                                           managers, profits and capital
  ended with a significant rally.
                                                           will be distributed to shareholders. As a consequence
  Against this backdrop the Australian private equity      of this change we also negotiated a 15% reduction
  market slowed markedly. There were only a few new        in management fees. The capital raisings, new debt
  investments by our managers. The calls they made         facility and change to the investment strategy should
  were largely used to support existing companies          remove much of the uncertainty I believe has been
  and there were very few exits. The usually active        reflected in our share price.
  international market for secondary private equity
                                                           While a number of the companies in our portfolio have
  transactions also slowed with reports that deals
                                                           been adversely affected by the economic conditions,
  were being completed at discounts of 50% to 75%
                                                           the majority continue to show a great deal of promise
  to net asset value.
                                                           and we hope that investors will be able to share in the
  These market conditions had a material impact on         value created when they are ultimately realised.
  the Company and after a strategic review the Board
                                                           On behalf of the Board, thank you for your
  implemented a number of initiatives designed to
                                                           continued support.
  preserve the value in our portfolio and ultimately,
  realise that value for the benefit of shareholders.

  We announced at last year’s AGM that the Company
  would use its future cash flows from realisations
                                                           Geoff Brunsdon
  to help fund existing private equity commitments
                                                           Chairman
  in preference to paying dividends. However, with
                                                           21 August 2009
  further deterioration in the economic outlook it
  was also necessary to strengthen the Company’s
  capital structure.

  With a pleasing level of support from shareholders,
  the Company:

   raised $12.8 million via a placement and
    subsequent rights issue;
   negotiated a new three year $20 million debt
    facility; and                                                                           Pivotal changes
   reduced debt, using cash from the share                                                 for future value.
    issue proceeds.




Page 3                                                                                  ING Private Equity Access Limited
         Investment Strategy
         The Company provides investors with the opportunity     funding for the remaining commitments will
         to access investments in private equity not normally     be generated by drawing on a debt facility and
         available to the individual or smaller investor.         recycling cash that may be generated by the
                                                                  portfolio. Sales of part of the portfolio or equity
         The private equity program has been developed on a
                                                                  raising would also be considered as “reserve”
         multi-manager (or “fund of funds”) basis over time,
                                                                  sources of funding;
         with the aim of building a well diversified portfolio
         of private equity funds managed by a selection of       in time, capital returns and dividends will be paid
         professional private equity managers. The current        to investors as the portfolio is wound down.
         position and strategy is:                              The Company has appointed ING Investment
          commitments to 16 private equity funds have been     Management (“INGIM” or “the Manager”)
           made in order to build the Company’s exposure to     ABN 23 003 731 959 to implement the investment
           private equity investments;                          strategy. INGIM in Australia manages assets across
                                                                a broad range of asset classes including listed
          commitments were made to ensure steady “vintage
                                                                equities, private equity, fixed interest and cash.
           year” diversification but there will be no further
                                                                It has been investing in private equity for many years,
           commitments following the change in strategy
                                                                being one of the pioneers of private equity fund of
           announced in June 2009;
                                                                funds in Australia.
          as private equity funds generally operate on a
           partly paid basis, the Company’s private equity
           commitments are funded gradually over many years;




                    Australia’s first listed private
                    equity fund of funds.




Page 4
  Review of Operations
  KEY POINTS                                                  DIVIDENDS
                                                              Following the declaration of a 5.40 cent per share final
   Extremely unfavourable financial                           dividend with the release of last year’s annual result,
    market conditions.                                        financial market conditions deteriorated sharply. As a
   A significant loss resulting from                          consequence the Company announced, at the Annual
                                                              General Meeting held in October 2008, that it would
    declines in unrealised valuations.                        use its future cash profits to help fund existing private
   Successful negotiation of a three                         equity commitments in preference to paying dividends.
    year debt facility.                                       With the economic outlook remaining uncertain
   Major equity raising and debt                             the Company does not expect to be able to resume
                                                              dividend payments for at least two years and in any
    reduction.
                                                              event, not until the Board is confident that remaining
   Important change in investment                            private equity calls can be met from internal resources.
    strategy.
                                                              NET ASSET BACKING
  EARNINGS                                                    The underlying value of the investment portfolio is
  The Company’s net earnings deteriorated significantly        captured in the net tangible assets (NTA) disclosed
  over the year with an after tax loss at 30 June 2009        monthly to the Australian Stock Exchange (ASX).
  of $12.5 million (2008: after tax profit of $1.6 million).   Audited pre tax NTA at the start of the period was
  Against a background of market instability and very         $1.12 ($1.09 post tax) and finished the year at $0.73
  uncertain economic conditions, global financial              ($0.80 post tax). The decline in the absolute level of
  markets suffered one of the worst years in living           the NTA results from:
  memory with flow-on consequences for the Australian
                                                               a major decline in the unrealised value in the
  private equity sector. The Company’s loss was a result
                                                                investment portfolio;
  of much reduced revenue as distributions from the
  private equity portfolio all but stopped and a large         5.40 cents per share (post tax) paid out in
  impairment charge was incurred as the valuations              dividends;
  of the unrealised private equity portfolio followed          1.3 million shares issued on 30 September 2008
  the listed equity markets down.                               at $0.68 per share under the dividend reinvestment
                                                                plan; and
  The impairment charge does not necessarily mean
  that the Company believes that a permanent loss              the issue of 6.2 million additional shares at $0.19
  has been incurred as accounting standards require             per share via a placement on 5 June 2009.
  that a charge be considered where the “fair value”          The number of shares on issue at 30 June 2009 was
  may be below cost by a significant amount or for a           68.3 million (2008: 60.7 million). A 1 for 1 rights issue
  prolonged period (considered to be 9 months).               was completed in early July to increase total shares
  Private equity is a long term investment and the            on issue to 136.6 million. The after tax NTA at 31 July
  portfolio has plenty of time to deliver positive returns    was $0.47.
  despite short term declines in value.
                                                              The decline in value of the investment portfolio over
  It should be noted that any increases in the value of the   the year was 21.46%. For reference, the S&P/ASX300
  private equity portfolio will be reflected in the Balance    All Ordinaries Accumulation index declined by 20.34%
  Sheet through the Asset Revaluation Reserve even            over the year.
  if they are effectively reversing an impairment charge.
                                                              Investors can access monthly NTA releases from the
                                                              Company’s website at www.ingpeal.com.au, via the
                                                              ASX website or by contacting your broker.




Page 5                                                                                      ING Private Equity Access Limited
         CAPITAL MANAGEMENT                                      In June 2009 the Company undertook a share
                                                                 placement (amounting to 10% of shares then on
         The Company’s expectations of near-term cash
                                                                 issue) to an institutional private equity investor and
         returns from its private equity funds lowered as
                                                                 this was followed by a fully underwritten 1 for 1 rights
         the economic outlook worsened and the financial
                                                                 issue with the capacity for shareholders to subscribe
         year progressed. Consequently, there was increased
                                                                 for additional shares. The rights issue closed on 2 July
         pressure on the Company’s capacity to meet its
                                                                 with shareholders subscribing for 92% of the offering
         outstanding private equity commitments. The Board
                                                                 (rights entitlements and shortfall facility combined).
         therefore decided to seek a longer term debt facility
                                                                 The placement and rights issue together raised a total
         and instigated a strategic review which included the
                                                                 of $12.8 million. The debt facility was then reduced by
         possibilities of selling all or part of its portfolio
                                                                 $10 million plus interest. At the date of this report net
         and/or raising additional equity capital.
                                                                 debt stands at $3.4 million.
         A number of soundings were taken to assess
                                                                 Cash-flow projections continue to be re-assessed on
         interest in part of the investment portfolio.
                                                                 a regular basis but it is hoped that with the change in
         While some interest was expressed, all potential
                                                                 investment strategy, a slow down in new investment
         buyers were seeking to take advantage of the
                                                                 activity and the eventual re-commencement of private
         very depressed economic conditions, and any
                                                                 equity realisations, the Company will be able to deliver
         indication of value was well below what the Board
                                                                 cash returns to investors without the need for further
         considered reasonable. Nevertheless, the Company
                                                                 equity raisings.
         will continue to engage with potential buyers
         and seriously consider any proposals that offer
         shareholders an appropriate return, having
                                                                 PORTFOLIO ALLOCATION
         regard to the risk profile of the Company.
                                                                 The private equity portfolio continued to grow over
         A new $20 million debt facility was successfully        the period in absolute terms. Debt funding was
         negotiated with National Australia Bank replacing       introduced during the period under review and its use
         the 364 day facility which had been in place since      is demonstrated by “Cash” being depicted on a net
         August 2007. The new facility is for a term of three    basis (ie. cash less debt).
         years, extending to July 2012. It is hoped that the
         longer term of the facility will help overcome some     Asset exposure        30 June 2009       30 June 2008
         of the share market uncertainty that short term debt    Private equity                 127%                88%
         expiry has engendered in the current difficult credit
                                                                 Listed equity                    1%                 1%
         environment. The new facility was conditional upon
         the Company raising $12 million in equity capital.      Cash                           (28)%               11%




                    Commitments of $126 million
                    to private equity managers.




Page 6
  PRIVATE EQUITY PORTFOLIO
  The Company’s primary focus has been to build a diversified portfolio of institutional-grade private equity funds.
  Since the last Annual Report, the Company’s private equity commitments are unchanged at approximately
  $126 million. As outlined previously, the Company will not be making any new commitments, however, if part
  of the portfolio is sold, this amount will reduce.

  The summary of the portfolio as at 30 June 2009 is:
                                                  Investment            Fund              Capital   Capital to            Cash
                                                        stage            size Committed   drawn     be drawn              back
                                                       focus1           ($m)      ($m)      ($m)         ($m)             ($m)

   Archer Capital Fund 3                                 MBO           450.0        7.5      6.5            1.0             3.9

   Archer Capital Fund 4                                 MBO         1,360.0       10.0      3.4            6.6               –

   Catalyst Buyout Fund 1                                MBO           390.0        8.0      7.7            0.3             0.6

   CM Capital Venture Trust No 4                   Early Stage         153.5        8.0      4.2            3.8             0.1

                                                   Expansion/
   Direct Capital Partners III ($A equiv)                               52.5        6.4      5.7            1.2             2.9
                                                        MBO

                                                   Expansion/
   Hastings Private Equity Fund II                                     180.5        8.0      7.7            0.3             3.1
                                                        MBO

   Ironbridge Capital 2003/4 Fund                        MBO           450.0        5.0      4.7            0.3             3.6

                                                   Expansion/
   NBC Private Equity Fund II                                           98.6        6.0      5.8            0.2               –
                                                        MBO

                                                   Expansion/
   NBC Private Equity Fund III                                         101.2       10.0      3.5            6.5               –
                                                        MBO

   Pacific Equity Partners III                           MBO         1,275.0        8.0      6.6            1.4             0.6

   Pacific Equity Partners IV                            MBO         4,060.0       10.0      2.0            8.0             0.0

                                                   Expansion/
   Propel Private Equity Fund II2                                       70.8        3.4      3.2            0.2             2.8
                                                        MBO

                                                   Expansion/
   Quadrant Private Equity Fund No.1                                   265.0        8.0      7.4            0.6             1.6
                                                        MBO

                                                   Expansion/
   Quadrant Private Equity Fund No.2                                   500.0       10.0      6.4            3.6             0.0
                                                        MBO

                                                   Expansion/
   Wolseley Partners Fund I                                            107.4        8.0      7.7            0.3               –
                                                        MBO

                                                   Expansion/
   Wolseley Partners Fund II                                           235.0       10.0      1.8            8.2               –
                                                        MBO

   Total                                                                          126.3     84.2           42.6           19.2

  Numbers subject to rounding.
  Note 1 – “Expansion / MBO” means expansion capital and management buy-outs.
  Note 2 – Previously Deutsche Private Equity Fund II.




Page 7                                                                                          ING Private Equity Access Limited
         The underlying private equity portfolio increased modestly over the year. It started with 83 investments with
         12 new investments added, two sold and three put into administration or liquidation resulting in 90 underlying
         investments at year end.

         The sales within the portfolio were both at prices above their carrying values and were as follows:

             Fund                                            Company                                Total return as a multiple of cost

             Direct Capital Partners III                     Innovair Group Limited                                           4.2 times

             Ironbridge Capital 2003/4 Fund                  STARDEX*                                                         1.2 times

         *    Partial sale of businesses within the Stardex group.


         The slow rate of new investment was largely due to the uncertain economic conditions. A combination of factors
         such as the increased difficulty in forecasting returns, a mismatch between buyers’ and sellers’ value expectations
         and difficulty in obtaining credit meant that deals have been difficult to source and difficult to consummate.

         The new deals in the portfolio for the year are summarised in the table below.


                Fund                                        Company
                Archer Capital Fund 4                       MYOB – Provider of accounting software
                CM Capital 4                                Datacastle Corporation – Enterprise software for data protection
                                                            SpeeDx Pty Ltd – Molecular diagnostics platform development
                Direct Capital Partners III                 Rodd & Gunn – Menswear apparel chain
                                                            NZ King Salmon – Salmon producer
                NBC Private Equity Fund III                 Fenix Holdings – Fitness Clubs
                                                            Australian Electrical Systems – Manufacture and service of high
                                                            voltage switchgear
                                                            Hi Tech Express – Logistic solutions for specialised freight
                                                            Layby Services Australia – Christmas hamper provider
                Pacific Equity Partners IV                  RED (previously Borders Bookstores) – Retailer of books and
                                                            related products
                Quadrant Private Equity No.2                Summerset Retirement Villages – Retirement villages and care facilities
                Wolseley Partners Fund II                   Cartridge World – Remanufacture of cartridges for office machines




Page 8
  Additional investment into existing portfolio             Not unexpectedly, the portfolio suffered a significant
  companies has been active, reflecting more difficult        decline in unrealised value over the year. Of the
  debt markets and a desire to continue to grow the         90 unrealised investments in the portfolio at balance
  underlying companies when opportunities present           date, 31 were revalued upwards, 11 remained
  themselves. 40 existing investments received              unchanged in local currency terms (most were held
  follow-on funding.                                        for less than one year) and 48 experienced a decline
                                                            in valuation over the year. At the fund level, 11 of
  During the year, there have been a number of
                                                            16 funds reported a decline in gross private equity
  breaches of bank covenants within portfolio
                                                            valuations (realised and unrealised).
  companies (often while interest and principal
  payments are still being met) which have resulted in      The tables below show the vintages of companies in
  a renegotiation of terms and an injection of equity.      the entire portfolio (including and excluding exits).

  The slower investment pace means that the average         No. of new investments (including exits)
  holding period of investments within the portfolio
  has increased, with 28% now more than three years                           12
                                                                  2009
  old (the usual holding period of a private equity                                                                        105
  investment is between 4 to 7 years within a fund                                 21
                                                                  2008
  life of 10 years).                                                                                                 93

  There is still a reasonable amount of uncalled capital                                         40
                                                                  2007
  in the portfolio however only five of the portfolio                                                        72
  funds are still able to invest in new deals and the                                  23
                                                                  2006
  Company will therefore benefit from new investments                                        32
  made in the current valuation environment in those
                                                                             7
  funds. The other eleven funds, having completed                 2005
                                                                              9
  their portfolios, will only make follow-on investments
                                                                         0        20        40        60        80   100      120
  in existing deals. Most private equity funds cease
  investing in new opportunities when about 80%
  drawn down, reserving the remainder for follow-on         No. of new investments (excluding exits)
  investing, contingencies and expenses. It is also not
  uncommon for funds to reach the end of their terms                              12
                                                                  2009
  with 5% to 10% of commitments uncalled, though                                                                           90
  it would not be prudent to forecast that scenario                                    20
                                                                  2008
  in the current market conditions. In considering the                                                                78
  Company’s cash flow, we expect that:                                                            35
                                                                  2007
   the drawdown rate will not be rapid; and                                                                58

   the outstanding commitments will be drawn                                      17
                                                                  2006
                                                                                        23
    gradually over many years (and may not be totally
    called down).                                                            4
                                                                  2005
                                                                              6
  The current portfolio companies operate within a broad
  range of industry sectors providing diversification.                    0         20            40        60        80       100
  The underlying companies consist of a range of
  different sizes and profiles from well known brands such                          Per year                      Cumulative
  as Hoyts and Red Rooster, to unknown drug discovery
  start-ups. See page 19 for a sector breakdown.            *   The years in the tables above are financial years.




Page 9                                                                                                 ING Private Equity Access Limited
          MARKET COMMENTARY & OUTLOOK                                Our portfolio, in aggregate, has seen a decline in
                                                                     value, in line with, but lagging, the listed equity
          The 2008/09 financial year has been extraordinary.
                                                                     markets which are used for comparable valuation
          It commenced with uncertainty arising from losses
                                                                     metrics. Those metrics will be the main influence
          in the sub-prime sector of the US and a general
                                                                     on valuations but the underlying conservatism in
          economic slowdown, but quickly degenerated with
                                                                     valuations that we have noted before is expected
          the collapse of Lehman Brothers in the US, paralysis
                                                                     to continue.
          in the credit markets, capital injections into the
          banking sectors from national governments and              The intention of the change in investment strategy
          a move into economic recession in many countries.          announced in June is to try to deliver value back to
          Australia has fared better than most countries with        shareholders via dividends and capital returns thereby
          a relatively strong banking sector and comparatively       removing the reliance on the prevailing share price.
          positive economic indicators injecting some resilience     Given the portfolio’s requirements and outstanding
          into financial markets towards the end of the year.         debt, we do not expect those cash returns to start
                                                                     flowing for a number of years. However, with the
          Reflecting these influences and a volatile period,
                                                                     current quality within the portfolio and still some
          the Australian stock exchange had its worst year
                                                                     capital to be invested opportunistically, the longer term
          since 1982. The ASX 300 Financial index was down
                                                                     outlook for the Company is very sound.
          27.2% from July to December, down 1.9% over
          the March 2009 quarter and up 11.5% for the June
          quarter with further gains of 13.1% to mid-August.
          Despite this recent rally the range of views on the
          economic outlook remains extremely mixed and
          confidence levels remain low.

          The continued uncertainty should mean that new
          investment activity in the private equity market will
          remain at modest levels. There have been signs that
          commentators are “willing” the IPO window to open
          once more, with many private equity deals touted as
          contenders, but we do not expect many private equity
          realisations over the course of FY2010 as it is unlikely
          that value expectations will be met during that period.
          As an aside, contrary to what the press may portray,
          most private equity exits are not via an IPO but sold
          into other types of transaction.




Page 10
  Private Equity Fund Profiles



  ARCHER CAPITAL                        Archer Capital Fund 3                                   % of IPE assets
  www.archercapital.com.au              Emeco International
                                        Earthmoving equipment rental business                                0.3%
  Archer Capital is a leading private   Onesource Group
  equity investment house which         Distributor of office technology equipment                            0.5%
  has enjoyed a long presence in        Amart All Sports/Rebel
  the Australian buy-out market.        Sporting goods and leisure wear retailer                             3.1%
  Sydney-based Archer invests           iNova Pharmaceuticals
  in leveraged buy-outs, seeking        Manufactures branded prescription drug products                      2.0%
  companies with strong market          Cellarmasters
  positions and/or growth potential,    Retail wine distribution                                             1.1%
  leading to strong, stable cash        Paradise Foods
  flows. Previous successful             Biscuit and snack food manufacturer                              Sold F08
  investments by the Archer Capital     Repco Corporation
  team include Tasman Building          Distributor of automotive parts, tools and equipment             Sold F07
  Products and Emeco.
                                        Archer Capital Fund 4
                                        Amart All Sports/Rebel
                                        Sporting goods and leisure wear retailer                             0.8%
                                        iNova Pharmaceuticals
                                        Manufactures branded prescription drug products                      0.5%
                                        Cellarmasters
                                        Retail wine distribution                                             0.5%
                                        Funtastic Limited
                                        Distribution and marketing of children’s products                    0.0%
                                        MYOB
                                        Provider of accounting software                                      2.3%




  CATALYST INVESTMENT                   Catalyst Buyout Fund No 1                               % of IPE assets
  MANAGERS                              Aperio Group Pty Ltd
                                        Manufacturer of flexible packaging products                           1.2%
  www.catalystinvest.com.au
                                        Moraitis Group Pty Ltd
                                        Fresh produce wholesaler and distributor                             1.1%
  Catalyst has a mid-market
  buyout and expansion capital          Metro Glasstech
                                        Manufacturer and supplier of glass products                          0.6%
  focus investing in companies
  with enterprise values of between     Global Television Ltd
                                        Equipment and services to TV and broadcast companies                 1.0%
  $50 million and $300 million.
  Located in Sydney, the group’s        EziBuy Limited
                                        Clothing and home decor catalogue retailer                           0.8%
  enviable track record includes
  successes with B&D Doors,             Valley Longwall
  JUST Group, Pacific Brands             Underground drilling and mining machinery provider                   0.3%
  and Taverner.                         Australian Discount Retail
                                        Discount variety retail market                                 w/off F09


Page 11                                                                                 ING Private Equity Access Limited
          CM CAPITAL                          CM Capital Venture Trust No 4                            % of IPE assets
          www.cmcapital.com                   Altiris Inc
                                              Drug company developing small molecule drug
          CM Capital is a specialist          therapies                                                         0.1%
          venture capital manager based       Sunshine Heart Inc
          in Brisbane. The team invests in    Developing a mechanical heart assist device                       0.3%
          early stage companies in the life   Mesaplexx Pty Ltd
          sciences, information technology    (previously Microwave & Materials Design)
          and telecommunication sectors.      Superconductor frequency filters for wireless
                                              telecommunications                                                0.2%
          Investments are generally funded
          over a number of years rather       Osprey Medical Inc
                                              Developing cardiovascular catheter systems                        0.7%
          than with a single up-front
          amount. CM’s previous funds         Piedmont Pharmaceuticals LLC
                                              Specialty human and veterinary pharmaceuticals                    1.1%
          include investments in
          Pharmaxis, CathRx, Universal        AdGent 007, Inc
                                              Online advertising filtering software                              0.5%
          Biosensors (all listed on the
          Australian Stock Exchange)          Ingenero
          and Dilithium Networks.             Green energy supplier                                             0.6%
                                              ThreatMETRIX Inc
                                              Anti fraud software for internet transactions                     0.3%
                                              Pathway Therapeutics
                                              Developing small molecule inhibitors for human cancers            0.1%
                                              Datacastle Corporation
                                              Enterprise software for data protection                           0.3%
                                              SpeeDx Pty Ltd
                                              Molecular diagnostics platform developer                          0.0%
                                              Xumii Inc (previously uiActive Inc)
                                              Delivery of applications and content to mobile devices            0.0%




Page 12
  DIRECT CAPITAL                      Direct Capital Partners III                               % of IPE assets
  www.directcapital.co.nz             Express Logistics Group
                                      Logistics provider specialising in dry goods delivery                  1.2%
  Based in Auckland, Direct Capital   NZ Pharmaceuticals
  Partners focuses on mid-market      Manufactures and exports pharma intermediates
                                      and products                                                           1.0%
  expansion and management
  buyout investments in New           Triton Hearing Clinics
                                      Audiology services business                                            0.3%
  Zealand and Australia. The
  founding directors established      Paper Coaters Group
                                      Specialist in laminated plastic and foil packaging                     1.0%
  Direct Capital in 1994 and are
  now considered to be pioneers       Go Bus Limited
  of private equity in New Zealand.   Transport services                                                     1.6%
  During the year, Direct Capital     Shears & Mac4 Limited
  sold Innovair at 4.2 times cost.    Joinery business for furniture manufacturing                           0.2%
                                      Rodd & Gunn
                                      Menswear apparel chain                                                 0.3%
                                      NZ King Salmon
                                      Salmon producer                                                        1.8%
                                      Max Fashions
                                      Women’s apparel retailer                                           Sold F08
                                      International Forwarding
                                      Logistics provider                                                 Sold F08
                                      Innovair Group Limited
                                      Manufacture and market of pest control air
                                      dispensing products                                                Sold F09




Page 13                                                                                 ING Private Equity Access Limited
          HASTINGS FUNDS                         Hastings Private Equity Fund II                      % of IPE assets
          MANAGEMENT                             Photolibrary
                                                 Online supplier of photographic images                        0.7%
          www.hfm.com.au
                                                 Recovcorp
                                                 Scrap metal business                                          0.5%
          Hastings Private Equity is part
          of Melbourne-based Hastings            Endeavour Learning Group
          Funds Management. The Hastings         Vocational and higher education provider                      1.3%
          Private Equity Fund II targeted        Reflections Group
          investments in mature companies        Cleaning, security, pest control services                     1.3%
          and is a follow-on to Hastings’        Bras N Things
          first fund which raised capital of      Women’s intimate apparel, swimwear and accessories            2.6%
          $97 million in 2000/2001.              NQR Grocery Clearance Stores
                                                 Specialist food and grocery clearance stores              w/off F09
                                                 Auscap Closure Systems
                                                 Manufactures metal closures for beverages and food         Sold F07
                                                 Shorko Holdings
                                                 Manufacturer of flexible packaging for the
                                                 food industry                                              Sold F08
                                                 G&S Engineering
                                                 Engineering, maintenance and construction services         Sold F08




          IRONBRIDGE CAPITAL                     Ironbridge Capital 2003/4 Fund                       % of IPE assets
                                                 Recreational Tourism
                                                 Operates a chain of backpacker complexes                      0.2%
          www.ironbridge.com.au
                                                 STARDEX
                                                 Specialist general insurance underwriting agency              0.4%
          Ironbridge Capital invests primarily
          in large management buy-out            Mrs Crocket’s Kitchen
                                                 Chilled food manufacturer                                     0.0%
          transactions in Australia and New
          Zealand working out of offices          Barbeques Galore
                                                 Retailer of barbeques and barbeque accessories                0.5%
          in Sydney and Auckland. Prior to
          forming Ironbridge, the principals     Super A-mart
                                                 Big box furniture retailer                                    0.2%
          of the business were responsible
          for the strongly performing            The Riviera Group
          portfolio of the Gresham Private       Designs and makes luxury motor yachts and cruisers        w/off F09
          Equity Fund which included             Affinity Health
          investments in Repco and               Private hospital operator                                  Sold F05
          Cashcard.                              Qualcare Group Holdings
                                                 Aged care facilities                                       Sold F08




Page 14
  NBC CAPITAL                        NBC Private Equity Fund II                               % of IPE assets
  www.nbccapital.com.au              Australian Water Systems
                                     Water tank manufacturing companies                                    0.4%
  Brisbane-based NBC Capital         Withcott Seeds
  focuses on small to medium         Seedling producers for fresh vegetable markets                        1.6%
  sized management buy-outs and      Eagle Boys Pizza
  expansion capital opportunities,   Franchised pizza business                                             1.3%
  mostly drawn from the manager’s    Noble Water
  Queensland deal-flow, across a      Manufactures water treatment and waste water plants                   0.0%
  range of industries.               BCP Pre Cast
                                     Manufactures pre-cast cement products                                 0.5%
                                     Troncs
                                     Road transport                                                        0.9%
                                     Aunger Car Craft Pty Ltd
                                     Manufacture and distribution of auto accessories                      0.0%

                                     NBC Private Equity Fund III
                                     Fenix Holdings
                                     Health and fitness clubs                                               2.8%
                                     Australian Electrical Systems
                                     Manufactures high voltage switchgear                                  0.8%
                                     Hi Tech Express
                                     Specialised freight service provider                                  0.8%
                                     Layby Services Australia
                                     Christmas hamper provider                                             0.6%




Page 15                                                                               ING Private Equity Access Limited
          PACIFIC EQUITY                         Pacific Equity Partners Fund III                             % of IPE assets
          PARTNERS                               Xtralis
                                                 Fire protection and video-based surveillance                         0.4%
          www.pep.com.au
                                                 Tegel Poultry
          PEP invests in large management        Poultry producer                                                     0.4%
          buy-out opportunities in Australia
                                                 Griffins Food Limited
          and New Zealand. The PEP stable        Snack foods business                                                 2.2%
          of funds started in 1998 and the
                                                 Godfreys Group
          investment team is now Australia’s     Cleaning appliance retailer                                          0.2%
          largest private equity firm having
                                                 Link / AAS Group
          recently closed its fourth fund        Share registry and fund administration                               2.1%
          with commitments of $4 billion.
                                                 Independent Liquor (NZ)
          PEP is building a significant global    Manufactures ready to drink alcoholic beverages                      0.8%
          business with its investments in
                                                 Veda Advantage Limited
          share registry businesses Link                                                                              1.8%
                                                 Business intelligence – credit research
          Market Services and American
          Stock Transfer.                        Hoyts Group
                                                 Hoyts cinema and advertising                                         0.6%

                                                 Pacific Equity Partners Fund IV
                                                 Hoyts Group
                                                 Hoyts cinema and advertising                                         0.5%
                                                 American Stock Transfer
                                                 US share registry provider                                           1.5%
                                                 RED group (Borders)
                                                 Retailer of books and related products                               0.4%




          PROPEL INVESTMENTS                     Propel Private Equity Fund II                               % of IPE assets
          www.propelinvestments.com.au           The PAS Group
                                                 Wholesale apparel business                                           2.6%
          Propel Private Equity Fund II is
                                                 Bledisloe Group Holdings
          managed by Propel Investments                                                                               2.6%
                                                 Funeral service operator
          which was founded in June 2007
                                                 Pacific Services Solutions (Tempo)
          by former executives of DB Capital
                                                 Facility management and multi discipline support services         Sold F06
          Partners (the private equity arm of
          Deutsche Bank) following take-
          over activity at Deutsche Bank. The
          Fund has invested in majority and
          minority positions in Australian mid
          market management buy-out and
          buy-in deals.




Page 16
  QUADRANT PRIVATE                        Quadrant Private Equity No.1                              % of IPE assets
  EQUITY                                  Seniors Money International
                                          Reverse mortgage provider                                              0.8%
  www.quadrantpe.com.au
                                          Kathmandu
                                          Outdoor clothing and equipment retailer                                3.0%
  Quadrant’s focus is on medium
  sized management buy-outs and           Marks & Wallings
                                          Dealer in tyres, wheels and associated products                        0.9%
  expansion capital opportunities in
  Australia and New Zealand. The          Ortho Group
                                          Orthopaedic surgical practices                                         0.8%
  small, Sydney team has a long
  record of success with investments      ATF Hire
                                          Hires temporary fencing to construction and events                     2.1%
  such as Atlas Steels, Australian
  Airports Limited, Penrice Soda,         The Jewellery Group
                                          Retail jewellery store chain                                           0.0%
  Tasman Building Products,
  UndercoverWear and Village Life.        Tower Software Engineering
                                          Software for electronic records management                         Sold F08

                                          Quadrant Private Equity No.2
                                          Quick Service Restaurants
                                          Fast food chain – Red Rooster, Chicken Treat                           3.2%
                                          Independent Pub Group
                                          Owner of gaming hotels                                                 2.0%
                                          IVF Australia
                                          Fertility treatment specialists                                        2.2%
                                          Summerset Retirement Villages
                                          Retirement and Care facilities in NZ                                   1.8%




  WOLSELEY PARTNERS                       Wolseley Partners Fund I                                  % of IPE assets
  www.wolseleypartners.com.au             Pacific Services Group Pty Limited
                                          Electrical contracting and services business                           2.7%
  Wolseley Partners was established       Freshmax Pty Limited
  in 1999 by its three principals as      Fresh produce wholesaler and distributor                               0.8%
  a Sydney-based firm providing            CoxGomyl
  consulting and advisory services to     Manufactures building maintenance units for high rise                  1.7%
  a range of corporate clients and        Cartridge World
  private equity firms. Its first private   Remanufacture of cartridges for office machines                         0.3%
  equity fund was established in
                                          Next Media Holdings
  2005 focusing on controlling            Magazine publishing                                                    1.9%
  interests in mid-size unlisted
  manufacturing, distribution and         Wolseley Partners Fund II
  services companies.                     CoxGomyl
                                          Manufactures building maintenance units for high rise                  1.1%
                                          Cartridge World
                                          Remanufacture of cartridges for office machines                         0.5%


Page 17                                                                                     ING Private Equity Access Limited
          CO-INVESTMENTS                                                                              % of IPE assets
          The portfolio also includes          CathRx Pty Ltd
          three co-investments – direct        Developing improved cardiac catheters                           0.9%
          investments in companies             Dilithium Networks Inc
          alongside a private equity           Interconnectivity software for voice, video and data            0.5%
          manager. The list includes two       VitaCo (previously Health Brands)
          early stage investments chosen       Supplier of nutritional supplements and alternative
          to supplement the Company’s          medicine                                                        1.0%
          limited exposure to that sector of
          the market. CathRx is listed on
          the ASX (code: CXD). Dilithium
          Networks is based in the US and
          VitaCo in New Zealand where
          it produces the Healtheries and
          Nutralife brands.




Page 18
  PORTFOLIO DIVERSIFICATION                                  AS AT 30 JUNE 2009
  The private equity portfolio is diversified by investment   Industry Sector Exposure
  management team, investment stage, company size,
  industrial sector, geography, deal size and maturity.            Information Technology 6%         Materials 9%
  With 90 underlying investments the portfolio provides               Financials 7%
  a broad spread of promising opportunities.

                                                             Healthcare 13%
                                                                                                                    Industrials 22%



                                                                 Consumer
              Diversification by sector,                          Staples 5%

              stage and geography
              developing as the private
              equity portfolio matures.                                           Consumer Discretionary 38%



                                                             Underlying Investment Stage

                                                                                Other 9%          Early Stage 5%

                                                                                                               Expansion 13%




                                                                                                                    Development 7%




                                                                          MBO 66%



                                                             Head Office Location

                                                                          NZ 23%


                                                                                                                    NSW 33%




                                                                  USA 9%


                                                                      WA 5%
                                                                          SA 2%
                                                                                                          VIC 16%
                                                                                 QLD 12%




Page 19                                                                                          ING Private Equity Access Limited
          Directors’ Report
          DIRECTORS                                                            Jon Schahinger
                                                                               BComm, CPA
          The Directors of ING Private Equity Access Limited                   Managing Director
          (“the Company”) at any time during or since the end
                                                                                 ING Investment Management has made
          of the financial year are:
                                                                  Jon available to the Company as Managing Director.
                       Geoffrey Brunsdon                          That role is to oversee the implementation of the
                       BComm ACA FFINSA FICCD                     Company’s investment strategy and its administrative
                       Independent and Non-Executive Director     requirements. He is the Company’s primary contact for
                       (Chairman)                                 its external relationships. Jon has joint responsibility
          Geoff is a professional company Director and has had    for all aspects of INGIM’s private equity operations. He
          a career in investment banking that has spanned more    has a background in accounting, finance, investment
          than 25 years. Until June 2008 he was Managing          and company secretarial functions. Jon has been in the
          Director and Head of Investment Banking                 funds management industry for over 20 years in both
          of Merrill Lynch International (Australia) Limited.     the listed and unlisted arenas and is a Non-Executive
          Geoff is a member of the Takeovers Panel, was a         Director of two other public companies, Advent III
          member of the listing committee of the Australian       Private Equity Limited and Quickflix Limited. Jon was
          Stock Exchange between 1993 and 1997 and was a          appointed Managing Director on 3 February 2004.
          Director of Sims Group between 1999 and 2008.
          He is a Chartered Accountant, a Fellow of FINSIA and                 Donald Stammer
                                                                               MA (UNE), PhD (ANU)
          a Fellow of the Institute of Company Directors. Geoff
                                                                               Independent and Non-Executive Director
          is also involved in several non-profit organisations
          including as Chairman of Redkite (supporting families                   Don has had a long and distinguished
          who have children with cancer), the Wentworth Group     career in each of academia, central banking and
          of Concerned Scientists and Purves Environmental        investment banking and is one of Australia’s best
          Custodians. Geoff was appointed a Director and          known economists. From 1972 until 1981 Don held
          Chairman of the Company on 3 February 2004 and          senior positions, including deputy chief manager, at the
          is a member of the Audit and Compliance Committee.      Reserve Bank of Australia. From 1981 until 2001 he
                                                                  was Chief Economist/Director of Investment Strategy
                       David McClatchy                            with Deutsche Bank (formerly Bain & Company). Don
                       BComm                                      chairs the listed company, Praemium Limited. He also
                       Non-Executive Director                     chairs the Blue Mountains World Heritage Institute
                        David is responsible for ING Investment   and is a member of the Investments Committee of the
          Management’s (INGIM) business and investment            National Children’s Medical Research Institute. Don
          strategy in Australia. David joined INGIM in July       was appointed a Director on 3 February 2004 and is
          2004 as Chief Investment Officer and Deputy Chief        Chairman of the Audit and Compliance Committee.
          Executive Officer and was appointed CEO on
          1 October 2007 and has been with the ING Group                       James Wright
                                                                               B.Ec (Hons)
          for the past 15 years. David is a Director of the                    Non-Executive Director
          Executive Board of INGIM Australia and of ING
                                                                                James has overall responsibility for
          Australia Holdings Limited. Prior to joining ING he
                                                                  Australian equities, fixed income, listed property,
          held various senior roles in banking and securities
                                                                  private equity and quantitative services at INGIM.
          businesses in both New Zealand and London. David
                                                                  He is a member of INGIM’s Australian Asset Allocation
          was appointed a Director on 15 February 2008
                                                                  Committee, Investment Committee and the Private
          and resigned on 29 May 2009.
                                                                  Equity Investment Committee. James previously held
                                                                  the role of Director, Fixed Income, from May 2002 until
                                                                  October 2007. He has also previously held roles with
                                                                  ANZ Investments, Treasury Corporation of Victoria and
                                                                  the Department of the Treasury in Canberra. James
                                                                  was appointed a Director on 29 May 2009.




Page 20
  COMPANY SECRETARIES                                                CORPORATE GOVERNANCE
  The Company Secretaries in office during the year                   STATEMENT
  were Graham Batten (appointed 21 November 2006)                    In recognising the need for high standards of corporate
  and Chris Hadjia (appointed 9 May 2008).                           behaviour and accountability, the Directors of ING
                                                                     Private Equity Access Limited support the principles
                                                                     of corporate governance issued by the ASX. The
  DIRECTORS’ MEETINGS                                                Company’s corporate governance statement is
  The number of Directors’ meetings (including meetings              contained in the following section of this annual report.
  of committees of Directors) and number of meetings
  attended by each of the Directors of the Company
  during the financial year are:                                      REMUNERATION REPORT – AUDITED
                                                                     Remuneration policy
                                                 Meetings of
                                                  Audit and          This remuneration report outlines the Director
                            Directors’           Compliance          and Executive remuneration arrangements of the
                            Meetings             Committee           Company in accordance with the requirements of the
                                                                     Corporations Act 2001 and its Regulations. For the
                         Held Attended Held Attended                 purposes of this report, key management personnel
  Geoff Brunsdon          24          24         5           5       of the Company are defined as those persons having
                                                                     authority and responsibility for planning, directing
  David McClatchy         20          18          –          –
                                                                     and controlling the major activities of the Company,
  Jon Schahinger          24          24          –          –       directly or indirectly, including any Director. For
                                                                     the purposes of this report, the term ‘executive’
  Don Stammer             24          24         5           5
                                                                     encompasses the Managing Director only.
  James Wright             4          4           –          –
                                                                     The Manager intends to pay up to 20% of any
  *   David McClatchy, Jon Schahinger and James Wright are not       performance fees it receives to the Managing Director,
      members of the Audit and Compliance Committee.                 Mr Jon Schahinger, who is also remunerated by the
                                                                     Manager. Since inception, no performance fee has
                                                                     become due or payable by the Company to the Manager.
  DIRECTORS’ INTERESTS
  The relevant interest of each Director in the shares               The Company does not have a remuneration committee
  issued by the Company, as notified by the Directors                 and it is not the intention of the Board to establish a
  to the ASX in accordance with S205(1) of the                       Remuneration Committee at this stage. In the event that
  Corporations Act 2001, at the date of this report                  the Board deems it necessary, one will be established.
  is as follows:                                                     Currently only Independent Directors are paid Directors
                                                                     fees by the Company. The amount that these Directors
                               Number of Ordinary Shares             receive has not changed since the formation of the
                                                                     Company at which time the Directors’ fees were deemed
  Geoff Brunsdon                                        965,624
                                                                     reasonable in relation to the marketplace and the
  Jon Schahinger                                        900,000      estimated future workloads and responsibilities of the
                                                                     independent Directors of the Company at the time. There
  Don Stammer                                           490,000
                                                                     is no link between remuneration paid to Directors and
  James Wright                                                   –   corporate performance.




Page 21                                                                                            ING Private Equity Access Limited
          Compensation of Directors
          From establishment, no Director has received or become entitled to receive a benefit by reason of a contract made
          by the Company or a related body corporate with the Director or with a firm of which he is a member or with a
          company in which he has a substantial financial interest, other than disclosed below:

                                                                        Primary salary
          2009                                                            and fees ($)           Superannuation* ($)                     Total ($)

          Geoff Brunsdon                                                                  –                          40,000                40,000

          David McClatchy#                                                                –                                  –                   –

          Jon Schahinger                                                                  –                                  –                   –

          Don Stammer                                                             27,300                               2,700               30,000
                            #
          James Wright                                                                    –                                  –                   –

          Total compensation                                                      27,300                             42,700                70,000

          #   David McClatchy resigned 29 May 2009 and was replaced by James Wright.


                                                                        Primary salary
          2008                                                            and fees ($)           Superannuation* ($)                     Total ($)

          Grant Bailey##                                                                  –                                  –                   –

          Geoff Brunsdon                                                                  –                          40,000                40,000

          David McClatchy##                                                               –                                  –                   –

          Jon Schahinger                                                                  –                                  –                   –

          Don Stammer                                                                     –                          30,000                30,000

          Total compensation                                                              –                          70,000                70,000

          *   As per prior years, the Directors may elect to receive their Directors’ fees directly into their superannuation fund.
          ## Grant Bailey resigned 15 February 2008 and was replaced by David McClatchy.




          No remuneration is paid by INGIM directly to any                                Management Agreement
          Director for services as a Director of ING Private Equity                       Management fee
          Access Limited. Consequently, no compensation as
          defined in AASB 124 “Related Party Disclosures”                                  In consideration for the services provided under the
          is paid by the Company to the Directors as Key                                  Management Agreement, the Manager is entitled to
          Management Personnel.                                                           a Management Fee of 0.0833% of the value of the
                                                                                          Portfolio calculated on the last business day of each
          No Director has received a share based payment                                  month (being a fee of 1% per annum of the value of
          or other long term benefit during the year ended                                 the Portfolio) and paid no less frequently than quarterly.
          30 June 2009 (2008: $nil).                                                      This fee will reduce to 0.85% per annum, effective
                                                                                          1 January 2010.
          Emoluments of the five most highly paid
          executive officers of the Company                                                Administration fee
          Other than the Directors and Company Secretaries
                                                                                          In consideration for providing administration services
          there were no executive officers.
                                                                                          to the Company, the Manager is entitled to receive a




Page 22
  fee of $91,609 per annum (plus any applicable GST)           Significant changes in the state of affairs
  (2008: $87,263), as adjusted on a yearly basis having        During the year, the Company sought to significantly
  regard to movements in the Consumer Price Index.             improve its capital position through the following
  As per the management agreement, this fee was                initiatives:
  reviewed by the Manager and the Board and it was
  agreed to discontinue the fee on 1 November 2009.             On 5 June 2009, the Company completed an
                                                                 institutional placement of approximately 6.2 million
  Performance Fee                                                shares with Quay Fund Nominees Pty Limited at
  The Manager will be entitled to a performance fee              $0.19 per share which raised approximately
  calculated annually over three year rolling periods. The       $1.18 million.
  first three year period was the period from the end of         As at balance date, the Company was undertaking
  the month in which the Company is admitted to the              a fully underwritten pro rata non-renounceable
  ASX’s Official List to the third anniversary of that date       rights issue to shareholders to issue approximately
  (30 November 2007).                                            68.2 million shares at an issue price of $0.17 per
                                                                 share to raise approximately $11.6 million. The
  The fee payable is equal to 10% of any out-performance
                                                                 issue was completed on 10 July 2009.
  of the Portfolio over a benchmark which is the greater of:
                                                                Prior to balance date; the Company negotiated a
  (a) the total return of the S&P/ASX 300 Accumulation
                                                                 new $20 million debt facility with National Australia
      Index over the calculation period plus 3% per
                                                                 Bank (to replace the current 364 day drawdown
      annum; and
                                                                 facility which was due to expire on 20 August 2009).
  (b) 25% over the calculation period.                           The term of the new facility is 3 years, extending
                                                                 to July 2012. The facility was subject to a specific
  As at 30 June 2009, no Performance Fee has been
                                                                 condition requiring the Company to raise $12 million
  paid or become payable to the Manager.
                                                                 and did not come into force until 14 July 2009 after
                                                                 the proceeds of the non-renounceable rights issue
                                                                 were received by the Company.
  REVIEW AND RESULTS OF OPERATIONS
  The principal activity of the Company during the             To try and ensure that the Company can deliver to
  course of the financial year was making long-term             Shareholders the value that may accrue in relation to
  investments in private equity funds and investments in       the Company’s investments, the Board has decided
  Australian listed equities.                                  to permanently change the investment strategy so
                                                               that there will be no further commitments to private
  There were no significant changes in the nature of the        equity funds. As a consequence, over time, the
  activities of the Company during the year other than         portfolio will be run-off and profits and capital will be
  those noted below.                                           returned to shareholders. As a consequence of this
                                                               change in strategy, the management fee payable to
  Operating results for the year
                                                               the investment manager has been reduced by 15%
  Net loss for the Company for the year was $12,544,921        to 0.070833% of the value of the Portfolio calculated
  (2008: $1,597,230 profit) after providing for income tax.     on the last business day of each month (being a fee
                                                               of 0.85% per annum of the value of the Portfolio),
  Earnings per share for the              2009      2008
                                                               effective from 1 January 2010.
  reporting period (EPS)                  cents     cents
                                                               Other than the matters discussed above, there were no
  EPS based on the weighted
                                                               other significant changes in the state of affairs of the
  average number of ordinary shares
                                                               Company during the reporting period.
  Basic earnings per share              (20.18)      2.92




Page 23                                                                                      ING Private Equity Access Limited
          DIVIDENDS                                                  year and the date of this report any item, transaction
                                                                     or event of a material and unusual nature likely, in
          Dividends paid or declared by the Company to members
                                                                     the opinion of the Directors of the Company, to
          since the end of the previous financial year were:
                                                                     significantly affect the operations of the Company, the
                                                     Final 2008      results of those operations, or the state of affairs of
                                                                     the Company, in future financial years.
          Cents per share                                  5.40

          Total Amount ($’000)                            3,279
                                                                     LIKELY DEVELOPMENTS
          Franked (%)                                       100      The past year has witnessed significant volatility
                                                                     in global capital markets with valuations marked
          LIC gains (%)                                     100      down in equity markets and extremely difficult credit
                                                                     conditions. This has resulted in a slowdown in the
          Payment date                      30 September 2008
                                                                     private equity sector with few new investments
          Franked dividends declared as paid during the year         and even fewer investments being realised. These
          were franked at the rate of 30%.                           difficult conditions are expected to continue for some
                                                                     time though the last few months has seen some
          The Company announced at its Annual General                strengthening of equity markets.
          Meeting in October 2008 that it would be using its
          future cash profits to help fund existing portfolio         The Company has a well diversified portfolio of
          commitments in preference to paying dividends. It is       90 underlying investments but does not expect many
          unlikely that there will be any dividends paid for at      of these to be realised over the next 12 months.
          least the next two financial years.                         Similarly we only expect a modest number of new
                                                                     investments over that period as the economic outlook
                                                                     and levels of risk remain uncertain. The valuation of
          EVENTS SUBSEQUENT                                          the investment portfolio (the driver of the Company’s
          TO REPORTING DATE                                          net asset value) is linked to the listed equity market
                                                                     as it is used for comparable valuation metrics – if the
          On 2 July 2009, the offer period for the fully
                                                                     current rally is sustained the portfolio valuation could
          underwritten pro rata non-renounceable rights issue
                                                                     show some recovery.
          to shareholders ended. On completion of the issue,
          on 10 July 2009, a total of 62,563,251 shares were         The change in investment strategy that the
          issued to shareholders at $0.17 per share, raising         Company has adopted (no further private equity
          $10,635,753. As the full entitlement was not taken up      fund commitments and a gradual wind down of the
          by the shareholders, an additional 5,722,350 securities    portfolio) was a prudent response to the economic
          were issued to Quay Fund Nominees Pty Limited (as          conditions and the Board believes it provides a very
          sub-underwriter) at $0.17 per share, raising $972,800.     good opportunity to deliver value back to shareholders
          The costs in relation to the rights issue were $642,083.   over the medium to longer term.

          As a result of the successful rights issue to
          shareholders, all conditions were met in relation to a
                                                                     INDEMNIFICATION AND INSURANCE
          new 3 year financing facility to replace the $20 million,
          364 day drawdown facility in place at balance date.
                                                                     OF DIRECTORS AND OFFICERS
          The new 3 year $20 million facility commenced on           Indemnification
          14 July 2009 with a balance of $4 million, at which        The Company has agreed to indemnify the Directors
          time approximately $10 million plus interest was           of the Company against all liabilities to another person
          repaid to National Australia Bank using the proceeds       (other than the Company) that may arise from their
          of the share placement and rights issue.                   position as Directors of the Company and its controlled
          Other than the matters discussed above, there has not      entities, except where the liability arises out of conduct
          arisen in the interval between the end of the financial     involving lack of good faith. The agreement stipulates




Page 24
  that the Company will meet the full amount of any            The non-audit services provided do not
  such liabilities, including costs and expenses.               undermine the general principles relating to
                                                                auditor independence as set out in APES 110
  The Company has not indemnified the current or
                                                                Code of Ethics of Professional Accountants, as
  former auditor of the Company.
                                                                they did not involve reviewing or auditing the
  Insurance premiums                                            auditor’s own work, acting in a management or
  Since the end of the previous financial year, the              decision making capacity for the Company, acting
  Company has paid insurance premiums of $58,451                as an advocate for the company or jointly sharing
  in respect of the Directors’ liability and legal expenses     risks and rewards.
  insurance contracts, for current and former Directors
  of the Company. The insurance premiums relate to:
                                                              LEAD AUDITOR’S INDEPENDENCE
   costs and expenses incurred by the relevant officers       DECLARATION
    in defending proceedings, whether civil or criminal       The lead auditor’s independence declaration is set out
    and whatever their outcome; and                           on page 26 and forms part of the Directors’ report for
   other liabilities that may arise from their position,     the financial year ended 30 June 2009.
    with the exception of conduct involving a wilful
    breach of duty or improper use of information or
    position to gain a personal advantage.                    ENVIRONMENTAL REGULATION
                                                              The Company’s operations are not subject to any
                                                              significant environmental regulations under either
  NON AUDIT SERVICES                                          Commonwealth or State legislation.
  The Company’s auditor, KPMG, is also contracted
  to perform tax advisory services in relation to the
  preparation and lodgement of the Company’s                  ROUNDING
  annual tax return. The fee quoted for this service
                                                              The Company is of a kind referred to in ASIC Class
  is $7,500. As this is the first year of KPMG’s
                                                              Order 98/100 dated 10 July 1998 and in accordance
  engagement, the auditor has not received any
                                                              with that Class Order, amounts in the financial report
  payments from the Company in relation to its
                                                              and Directors’ report have been rounded off to the
  non-audit services during the year.
                                                              nearest thousand dollars, unless otherwise stated.
  In prior financial years the Company’s auditor, Ernst
                                                              This report is made with a resolution of the Directors:
  & Young, was also contracted to perform similar tax
  advisory services. The fees paid during the current
  financial year in relation to the 2008 income tax
  return were $8,250.
                                                              Geoff Brunsdon
  The Board has considered the non-audit services             Chairman
  provided during the year by the auditor and in
  accordance with a resolution of the audit committee,        Sydney
  is satisfied that the provision of those non-audit           21 August 2009
  services during the year by the auditor is compatible
  with, and did not (or will not) compromise, the auditor
  independence requirements of the Corporations Act
  2001 for the following reasons:

   All non audit services were subject to the corporate
    governance procedures adopted by the Company
    and have been reviewed by the audit committee
    to ensure they do not impact the integrity or
    objectivity of the auditor; and




Page 25                                                                                     ING Private Equity Access Limited
          Lead Auditor’s Independence Declaration


               AB CD

               Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
               To: the directors of ING Private Equity Access Limited

               I declare that, to the best of my knowledge and belief, in relation to the audit for the financial
               year ended 30 June 2009 there have been:

                     (i)    no contraventions of the auditor independence requirements as set out in the
                            Corporations Act 2001 in relation to the audit; and
                     (ii)   no contraventions of any applicable code of professional conduct in relation to the
                            audit.




               KPMG




               Andrea Waters
               Partner

               Sydney

               21 August 2009




                                      KPMG, an Australian partnership and a member firm of the KPMG network
                                      of independent member firms affiliated with KPMG International, a Swiss cooperative.




Page 26
  Corporate Governance Statement
  The Board of Directors of ING Private Equity Access         PRINCIPLE 1: LAY SOLID
  Limited (the Board) is responsible for the corporate        FOUNDATIONS FOR MANAGEMENT
  governance of the Company. The Board guides and
                                                              AND OVERSIGHT
  monitors the business and affairs of ING Private Equity
  Access Limited on behalf of the shareholders, by whom       Establishment and disclosure of the
  they are elected and to whom they are accountable.          respective roles and responsibilities of Board
                                                              and Management
  This Corporate Governance Statement has been
                                                              In lieu of senior executives and the duties delegated
  set out in accordance with the ASX Corporate
                                                              to them, a formal statement delegating authority to
  Governance Council’s (the Council) “Corporate
                                                              ING Investment Management Limited (the Manager)
  Governance Principles and Recommendations
                                                              has been established in the form of a Management
  – 2nd Edition” (the Recommendations). In
                                                              Agreement between the Company and the Manager,
  accordance with the Recommendations, the Corporate
                                                              and appoints the Manager to:
  Governance Statement contains specific information
  disclosing the extent to which the Company has               Invest and manage the portfolio in accordance with
  followed the guidelines during the year. Additionally,        the terms of the Agreement; and
  if the Company considers that a Recommendation is            Perform various administrative services such as
  inappropriate to its particular circumstances, it has not     preparing financial statements and assisting with
  adopted it. In such cases, that fact has been disclosed       communications and regulatory reporting.
  below, together with the reasons for non-adoption.
                                                              The Management Agreement may be reviewed
  The recommendations are as follows:                         periodically to ensure its ongoing suitability. Any
                                                              additional matters affecting the Company are discussed
   Principle 1                                                in full and dealt with by the Board when required.
   Lay solid foundations for management and oversight         The performance of the Manager is discussed and
   Principle 2                                                assessed at the regular meetings of the Board of
   Structure the Board to add value                           Directors. An evaluation of the Manager took place
                                                              in the 2009 financial year, and was in accordance with
   Principle 3                                                the process disclosed in the Management Agreement.
   Promote ethical and responsible decision-making
                                                              The Company has also recently adopted a Board
   Principle 4                                                Charter to more fully adhere to the Council’s
   Safeguard integrity in financial reporting                  Recommendations by formally documenting the
                                                              Board’s purpose and role, and the powers reserved
   Principle 5
                                                              to the Board. A copy of the Board Charter can be
   Make timely and balanced disclosure
                                                              obtained by contacting the Registrar.
   Principle 6
   Respect the rights of shareholders
                                                              PRINCIPLE 2: STRUCTURE THE BOARD
   Principle 7                                                TO ADD VALUE
   Recognise and manage risk
                                                              Independent Directors
   Principle 8
                                                              The skills, experience and expertise relevant to
   Remunerate fairly and responsibly
                                                              the position of each Director are included in the
                                                              Annual Report on page 20.

                                                              The Board consists of both independent and non-
                                                              independent Directors. Directors of ING Private Equity
                                                              Access Limited are considered to be independent
                                                              when they are independent of the Manager and free
                                                              from any business or other relationship that could
                                                              materially interfere with, or could reasonably be




Page 27                                                                                     ING Private Equity Access Limited
          perceived to materially interfere with, the exercise of    Nomination Committee
          their unfettered and independent judgement.
                                                                     The Board, as a whole, serves as a Nomination
          In the context of Director independence, “materiality”     Committee. The composition of the Board is
          is considered from both the Company and individual         monitored (both in respect of size and membership)
          Director perspective. The determination of materiality     to ensure that the Board has a balance of skill and
          requires consideration of both quantitative and            experience appropriate to the needs of the Company,
          qualitative elements. An item is presumed to be            including Board succession planning. When a
          quantitatively immaterial if it is equal to or less than   vacancy exists, the Board will identify candidates
          5% of the appropriate base amount, such as total           with appropriate expertise and experience and
          shareholders’ assets of the Company. It is presumed        appoint the most suitable person.
          to be material (unless there is qualitative evidence
          to the contrary) if it is equal to or greater than         Term of office
          10% of the appropriate base amount. Qualitative            With the exception of the Managing Director, at least
          factors considered include whether a relationship is       two Directors of the Board must retire and stand
          strategically important, the competitive landscape,        for re-election each year. With the exception of the
          the nature of the relationship, the contractual or other   Managing Director, each Director must retire and
          arrangements governing it and other factors which          stand for re-election at least once every three years.
          point to the actual ability of the Director in question
                                                                     Performance evaluation of the Board
          to shape the direction of the Company’s obligations.
                                                                     A formal performance evaluation of the Board, its
          In accordance with the definition of independence           committees and individual Directors was not conducted
          above, and the materiality thresholds set, Geoff           during the financial year. The Board decided that a
          Brunsdon and Don Stammer are considered to be              comprehensive external or internal review would not
          independent. Although the Company will not satisfy         add any value to the operation of the Board, given
          the ASX Recommendation with the Board comprising           the style of operations of the Company.
          only 50% independent Directors, the Company
          believes that as the principal management function         Directors have access to continuing education
          associated with the investment portfolio has been          to update their skills and knowledge, including
          contracted to the Manager, the participation of            developments in the Company and within the
          equal independent and nonindependent Directors is          industry and environment within which it operates.
          appropriate in the circumstances. In addition, in any      Additionally, there is the opportunity for Board
          matter, if the Board were to have a split vote, Geoff      members to take independent professional advice,
          Brunsdon, the Chairman, and who is independent,            if necessary, at the Company’s expense.
          has the deciding vote, thus preserving a quasi-majority    The dual Company Secretary regime provides additional
          of independence.                                           support for the Board by monitoring and co-ordinating
          The term in office held by each Director during the         Board policy, procedures, agendas and materials.
          financial year was as follows:

          Geoff Brunsdon (Chairman)
          3 February 2004 to present

          David McClatchy
          15 February 2008 to 29 May 2009

          Jon Schahinger (Managing Director)
          3 February 2004 to present

          Don Stammer
          3 February 2004 to present

          James Wright
          29 May 2009 to present




Page 28
  PRINCIPLE 3: PROMOTE ETHICAL AND                              PRINCIPLE 4: SAFEGUARD INTEGRITY
  RESPONSIBLE DECISION-MAKING                                   IN FINANCIAL REPORTING
  Code of conduct                                               Audit and Compliance Committee
  While no separate, formal code of conduct exists, the         The Board has established an Audit and Compliance
  Board Charter outlines the expectation of the Board,          Committee, which operates under a charter approved
  while carrying out its responsibilities and powers,           by the Board. It is the Board’s responsibility to ensure
  to recognise its overriding duty and responsibility to        that an effective internal control framework exists
  act honestly, diligently, professionally, in accordance       within the entity. This includes internal controls to deal
  with the law and in the best interests of the                 with both the effectiveness and efficiency of significant
  Company’s shareholders and other stakeholders.                business processes, the safeguarding of assets, the
                                                                maintenance of proper accounting records and the
  In relation to the Company’s investments management
                                                                reliability of financial information, as well as non-
  and administration, the appointment of the Manager
                                                                financial considerations such as the benchmarking of
  has been made with reference to its past performance
                                                                operational key performance indicators. The Board has
  and current reputation as a responsible and ethical
                                                                delegated the responsibility for the establishment and
  investor. The Manager is part of the global ING Group
                                                                maintenance of a framework of internal control and
  and has access to its global specialist investment
                                                                ethical standards for the management of the Company
  network. ING Group (globally), including ING
                                                                to the Audit and Compliance Committee.
  Investment Management Limited is at the forefront
  of ethical investing and is a signatory to the United         The Audit and Compliance Committee also provides
  Nations Principles for Responsible Investment.                the Board with additional assurance regarding the
                                                                reliability of financial information for inclusion in
  In addition to the above, the continuing employment
                                                                the financial reports. The members of the Audit and
  of all Company officers and the Manager’s employees
                                                                Compliance Committee are the independent Directors,
  is dependent on compliance with the high standards
                                                                who during the year were Don Stammer (Chairman)
  of professionalism and integrity, as contained in their
                                                                and Geoff Brunsdon.
  contracts of employment.
                                                                Details of the qualifications of the members of the
  Trading in Company securities by Directors,                   Audit and Compliance Committee can be found
  officers and employees
                                                                on page 20.
  The Board has implemented a policy in relation to
  Board members and Company officers trading in the              In contrast to ASX Principle 4.2, suggesting a
  shares and options of the Company whereby, prior              membership of three, the Audit and Compliance
  to any trading; the Board considers all relevant factors,     Committee contains two members because there
  such as availability of information to the market and         are only two independent Directors on the Board.
  current confidential Company information and                   The Audit and Compliance Committee and the
  approves such a trade if it deems it appropriate.             Board feels that the current Audit and Compliance
                                                                Committee structure is sufficient to be able to meet
  The Manager has also implemented a policy in relation         the requirements of the Charter of the Audit and
  to it’s managed funds, executives or employees trading        Compliance Committee.
  in the shares and options of the Company. Prior to any
  trade by an employee of the Manager, approval must            For details on the number of meetings of the Audit
  be applied for and granted. Prior to any approval, the        and Compliance Committee held during the year and
  application is considered in light of all relevant factors,   the attendees at those meetings, refer to page 21
  such as availability of information to the market and         of this financial report.
  current confidential Company information.                      A copy of the Audit and Compliance Committee
                                                                charter is available on request from the Registrar.




Page 29                                                                                       ING Private Equity Access Limited
          PRINCIPLE 5: MAKE TIMELY AND                              a timely basis, in such a way as not to affect market
          BALANCED DISCLOSURE                                       sensibility or commit a breach of any confidentiality
                                                                    clauses (see Principle 5 above).
          The Company has provisions within its Board Charter
          requiring compliance with ASX Listing Rule disclosures.   Up to date information can be accessed via the
          To meet these provisions, the Company ensures             Company website, including but not limited to:
          that all investors are kept up to date with any and        Company strategy
          all information in an equal and timely manner, by
                                                                     Details of the investment portfolio
          providing regular announcements to the Australian
          Securities Exchange and shareholders, and by posting       Archived information releases
          up to date information onto the Company’s website          Private equity education centre
          (www.ingpeal.com.au). The Board is careful to ensure
                                                                     Company contact details
          that announcements are kept factual, clear and
          balanced at all times. Announcements generally            The share registry website also includes useful online
          take one of three forms:                                  tools, such as enabling electronic submission of annual
                                                                    report elections and accessing of a shareholder’s own
           Monthly net tangible asset announcements which          personal information.
            are released in line with a timetable published in
            the Company’s Annual Report;                            Notice of the annual general meeting is released
                                                                    to shareholders in good time, to ensure that as many
           Semi-annual and annual audited financial reports
                                                                    shareholders as possible have the opportunity to
            of the Company; and
                                                                    attend. The format of the annual general meeting
           Ad-hoc releases whenever the Board considers            is designed to promote opportunities for investors
            it appropriate to advise investors of a new             to raise issues and ask questions, however at other
            development within the Company or its portfolio.        times of the year, investors also have the opportunity
          The aim of the Board’s continuous disclosure policy       to raise issues or questions of Directors or the Manager
          is fivefold:                                               via the contact details on the Company’s website.

           Keep current and potential investors abreast of
            the Company’s activities and results;
                                                                    PRINCIPLE 7: RECOGNISE AND
           Reduce the possibility of the development of            MANAGE RISK
            a false market in the Company’s securities;
                                                                    Establishment of a system of risk oversight and
           Safeguard the confidentiality of corporate               management and internal control
            information to avoid premature disclosure;
                                                                    The Board has overall responsibility for oversight and
           Provide a contact for media, analysts and               management of risk as well as ensuring the adequacy
            shareholder queries; and                                of the internal control environment.
           Ensure constant compliance with the ASX listing
                                                                    As much of the management of the Company
            rule disclosure requirements.
                                                                    has been delegated to the Manager, the Manager
                                                                    is obliged to maintain adequate internal risk
                                                                    management objectives, policies and procedures to
          PRINCIPLE 6: RESPECT THE RIGHTS
                                                                    manage the Company’s material business risks and
          OF SHAREHOLDERS                                           provides the Board with a report detailing such risks
          In the interest of promoting investor confidence,          and advising whether those risks are being managed
          the Company promotes a culture where trading              effectively. These risks include financial risks such as
          in its shares can proceed in an efficient and              market risk, credit risk and liquidity risk, as well as
          informed market. Although the Company does                operational risks such as those in connection with
          not have a formal communications policy, normal           the internal control framework and disaster planning.
          Company practice is to disclose to shareholders
          (electronically and when required, by other means
          of communication) all relevant information on




Page 30
  The policies and objectives surrounding the Manager’s      PRINCIPLE 8: REMUNERATE FAIRLY
  administrative tasks are independently reviewed,           AND RESPONSIBLY
  and the results of these reviews form part of the
  investigations of the Company’s auditor (KPMG).            Directors’ Remuneration
                                                             Geoff Brunsdon and Don Stammer are remunerated
  Operational risk is primarily handled by the Manager,
                                                             by fees for an aggregate amount of $70,000
  although the responsibility remains with the Board
                                                             per annum. All Directors’ payments are inclusive
  who may review and assess the findings of internal
                                                             of committee fees and superannuation, and do
  and external reviews of Manager systems. In addition,
                                                             not include any retirement benefits other than
  the Board receives an annual summary on risk
                                                             superannuation contributions made as part of
  management effectiveness from the Manager prior
                                                             those fees.
  to signing the annual accounts.
                                                             For details on the breakdown of the Directors’
  The policies and objectives surrounding the principal
                                                             remuneration, refer to pages 21 to 23. Presently,
  financial risks facing the Company have been outlined
                                                             only the two independent Directors receive any
  in note 5 “Financial risk management objectives
                                                             remuneration from the Company because the non-
  and policies”, together with details of the controls
                                                             independent Directors are remunerated
  surrounding these risks.
                                                             by the Manager.
  The Company does not have a designated Risk
                                                             There is no link between remuneration paid to
  Committee because the Board as a whole serves as
                                                             Directors and corporate performance. The Managing
  the Risk Committee, and the Manager provides the
                                                             Director Mr Jon Schahinger, who is remunerated
  Board with details of additional compliance reviews
                                                             by the Manager, is entitled to 20% of any
  and systems in place to reduce risk. These include
                                                             performance fees the Manager receives from the
  responsibilities delegated to the Manager over the
                                                             Company. These terms were set out in the Initial
  monitoring of the work performed by the registrar
                                                             Public Offer document.
  or any other third party provider employed by the
  Company or the Manager.                                    Due to the small number of Company officers
                                                             it is not the intention of the Board to establish
  Assurance under s295 of Corporations Act 2001              a Remuneration Committee at this stage. In the
  Prior to signing the Directors’ Report and Directors’      event that the Board deems it necessary, one will
  Declaration, and adopting the accounts, the Board          be established. No individual Director is directly
  receives assurances from the people performing the         involved in deciding their own remuneration.
  Chief Executive Officer and Chief Financial Officer
  functions of the Company. These assurances were
  received from:

   the Managing Director in his capacity as
    Chief Executive Officer of the Company; and
   the Director of Investment Accounting and Tax,
    of the Manager, who performs the Chief Financial
    Officer function for the Company.
  These assurances are that the financial records
  of the Company have been properly maintained,
  the financial statements comply with the accounting
  standards, and that the financial statements and notes
  for the financial year give a true and fair view. In
  addition, they provide assurance that there is a sound
  system of risk management and internal control and
  that the system is operating effectively in all material
  respects in relation to financial reporting risks.




Page 31                                                                                    ING Private Equity Access Limited
          FINANCIAL STATEMENTS


          Balance Sheet
                                                                                            2009      2008
          As at 30 June 2009                                             Note               $’000     $’000

          CURRENT ASSETS

          Cash and cash equivalents                                        11a                696     7,458

          Receivables                                                       12                188       72

          Prepayments                                                       13                148         –

          Listed private equity investments                                 14                606      707

          Total current assets                                                              1,638     8,237

          NON-CURRENT ASSETS

          Unlisted private equity investments                               15             63,531    60,257

          Deferred tax assets                                               16              4,305      256

          Total non-current assets                                                         67,836    60,513

          Total assets                                                                     69,474    68,750

          CURRENT LIABILITIES

          Payables and other liabilities                                    17                464      346

          Loans and borrowings                                              18             14,671         –

          Current tax payable                                               16                  –     1,410

          Total current liabilities                                                        15,135     1,756

          NON-CURRENT LIABILITIES

          Deferred tax liabilities                                          16                 17      629

          Total non-current liabilities                                                        17      629

          Total liabilities                                                                15,152     2,385

          Net assets                                                                       54,322    66,365

          EQUITY

          Share capital                                                     19             61,547    59,469

          Reserves                                                          19              1,513     (190)

          (Accumulated loss)/Retained profit                                               (8,738)    7,086

          Total equity                                                                     54,322    66,365

          The notes on pages 36 to 61 are an integral part of these financial statements.




Page 32
  FINANCIAL STATEMENTS


  Income Statement
                                                                                     2009                        2008
   For the year ended 30 June 2009                               Note                $’000                       $’000

   REVENUE                                                           7                 760                      3,408

   EXPENSES

   Management fees                                                  24                (673)                      (702)

   Impairment of unlisted private equity investments                15             (17,304)                    (1,161)

   Directors’ fees                                                                     (70)                        (70)

   Other expenses                                                    8                (533)                      (409)

   Results from operating activities                                               (17,820)                     1,066

   Finance income                                                                      107                         626

   Finance expenses                                                  9                (455)                        (50)

   Net finance (expense)/income                                                      (348)                         576

   (Loss)/profit before income tax                                                 (18,168)                     1,642

   Income tax benefit/(expense)                                     10               5,623                         (45)

   (Loss)/profit for the period attributable to equity
   holders of the Company                                                          (12,545)                     1,597



   EARNINGS PER SHARE (EPS)

   EPS based on the weighted average number
   of ordinary shares

   Basic and diluted earnings per share (cents per share)           20              (20.18)                       2.92

  The notes on pages 36 to 61 are an integral part of these financial statements.




Page 33                                                                                 ING Private Equity Access Limited
          FINANCIAL STATEMENTS


          Statement of Changes in Equity
                                                                           Issued     Retained Asset Reval.
                                                                          Capital     Earnings     Reserve        Total
                                                                            $’000        $’000       $’000        $’000
          AT 1 JULY 2008                                                  59,469            7,086       (190)    66,365
          INCOME AND EXPENSES RECOGNISED DIRECTLY IN EQUITY
          Unrealised loss on unlisted private equity investments                –               –    (14,682)   (14,682)
          Impairment of unlisted private equity investments                     –               –     17,303     17,303
          Income tax effect of impairment transferred from reserves
          to profit or loss                                                     –               –     (5,191)    (5,191)
          Income tax on items taken directly to equity                          –               –      4,273      4,273
          Total income and expenses recognised directly in equity               –               –      1,703      1,703
          INCOME AND EXPENSE RECOGNISED DIRECTLY IN PROFIT
          OR LOSS
          Net profit for the year                                               –      (12,545)            –    (12,545)
          Total income and expenses recognised directly in
          profit or loss                                                        –     (12,545)             –    (12,545)
          EQUITY TRANSACTIONS
          Shares issued from DRP during the year                             907                –          –        907
          Dividends paid or reinvested during the year                          –          (3,279)         –     (3,279)
          Issue of share capital as a result of share placement            1,179                –          –      1,179
          Transaction costs in relation to share placement                    (8)               –          –         (8)
          At 30 June 2009                                                 61,547           (8,738)     1,513     54,322
          AT 1 JULY 2007                                                  41,889           10,234      2,602     54,725
          INCOME AND EXPENSES RECOGNISED DIRECTLY IN EQUITY
          Unrealised loss on unlisted private equity investments                –               –     (3,060)    (3,060)
          Impairment of unlisted private equity investments                     –               –      1,161      1,161
          Income tax effect of impairment transferred from reserves
          to profit or loss                                                     –               –       (348)      (348)
          Prior period unrealised gains realised by sale of unlisted
          private equity investments                                            –               –     (1,396)    (1,396)
          Income tax on items taken directly to equity                          –               –        851        851
          Total income and expenses recognised directly in equity               –               –    (2,792)     (2,792)
          INCOME AND EXPENSE RECOGNISED DIRECTLY IN PROFIT
          OR LOSS
          Net profit for the year                                               –           1,597          –      1,597
          Total income and expenses recognised directly in
          profit or loss                                                        –           1,597          –      1,597
          EQUITY TRANSACTIONS
          Issue of share capital as a result of exercise of options       13,920                –          –     13,920
          Issue of share capital as a result of share placements           2,500                –          –      2,500
          Shares issued from DRP during the year                           1,160                –          –      1,160
          Dividends paid or reinvested during the year                          –          (4,745)         –     (4,745)
          At 30 June 2008                                                 59,469            7,086      (190)     66,365

          The notes on pages 36 to 61 are an integral part of these financial statements.
Page 34
  FINANCIAL STATEMENTS


  Cash Flow Statement
                                                                                     2009                        2008
   For the year ended 30 June 2009                               Note                $’000                       $’000

   CASH FLOWS FROM OPERATING ACTIVITIES

   Dividends and distributions received                                                824                      3,826

   Interest received                                                                   148                         588

   Other income received                                                                54                          45

   Interest paid                                                                      (214)                         (4)

   Income taxes paid                                                                (1,367)                    (3,120)

   Cash paid to suppliers and Directors                                             (1,378)                    (1,246)

   Net cash (used in)/from operating activities                    11b              (1,933)                         89

   CASH FLOWS FROM INVESTING ACTIVITIES

   Proceeds from sale of listed investments                                               –                     3,741

   Purchases of listed investments                                                        –                    (1,333)

   Proceeds from capital returned from unlisted private
   equity investments                                                                  274                      3,401

   Proceeds from sale of unlisted private equity investments                           110                      2,047

   Purchases of unlisted private equity investments                                (18,382)                  (18,183)

   Proceeds of loans to shareholders of co-investments                                 484                            –

   Net cash used in investing activities                                           (17,514)                  (10,327)

   CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from issues of share capital                                             1,205                     16,420

   Payment of transaction costs                                                       (148)                           –

   Proceeds from borrowings                                                         14,000                            –

   Dividends paid                                                                   (2,372)                    (3,585)

   Net cash from financing activities                                               12,685                     12,835

   Net (decrease)/increase in cash and cash equivalents                             (6,762)                     2,597

   Cash and cash equivalents at 1 July                                               7,458                      4,861

   Cash and cash equivalents at 30 June                            11a                 696                      7,458

   NON CASH FINANCING ACTIVITIES

   Dividends reinvestment plan                                                         907                      1,160

  The notes on pages 36 to 61 are an integral part of these financial statements.




Page 35                                                                                 ING Private Equity Access Limited
          Notes
          1. REPORTING ENTITY                                         income and expenses. Actual results may differ
                                                                      from these estimates. Estimates and underlying
          ING Private Equity Access Limited (the “Company”) is
                                                                      assumptions are reviewed on an ongoing basis.
          a Company domiciled in Australia. The address of the
                                                                      Revisions to accounting estimates are recognised
          Company’s registered office is Level 21, 83 Clarence
                                                                      in the period in which the estimate is revised and
          Street Sydney, NSW 2000.
                                                                      in any future periods affected.
          The nature of the operations and principal activities
                                                                      Information about significant areas of estimation
          of the Company are managing long-term investments
                                                                      uncertainty and critical judgements in applying
          in private equity funds and investments in Australian
                                                                      accounting policies that have the most significant effect
          listed equities.
                                                                      on the amount recognised in the financial statements
                                                                      are described in notes 4,15,16,18, 21 and 22.
          2. BASIS OF PREPARATION
          (a) Statement of compliance                                 3. SIGNIFICANT ACCOUNTING
          The financial report is a general purpose financial           POLICIES
          report that has been prepared in accordance with            The accounting policies set out below have been
          Australian Accounting Standards (AASBs) (including          applied consistently to all periods presented in these
          Australian Interpretations) adopted by the Australian       financial statements.
          Accounting Standards Board (AASB) and the
          Corporations Act 2001. The financial report of the           (a) Foreign currency translations
          Company complies with International Financial               Transactions in foreign currencies are translated to
          Reporting Standards (IFRSs) and interpretations             Australian dollars at the exchange rates at the dates
          adopted by the International Accounting Standards           of the transactions. Monetary assets and liabilities
          Board (IASB).                                               denominated in foreign currencies at reporting date
          The financial statements were approved by the Board          are retranslated to Australian dollars at the foreign
          of Directors on 21 August 2009.                             currency rate at that date. Non-monetary assets and
                                                                      liabilities denominated in foreign currencies that are
          (b) Basis of measurement                                    measured at fair value are retranslated to Australian
          The financial report has been prepared on a historical       dollars at the exchange rate at the date that the fair
          cost basis, except for financial assets held at fair value   value was determined.
          through profit or loss and available for sale financial       Foreign currency differences arising on retranslation
          assets that have been measured at fair value. The           are recognised in profit or loss, except for differences
          methods used to measure fair values are discussed           arising on the retranslation of available for sale
          further in note 3.                                          instruments which are recognised directly in equity as
                                                                      part of the unrealised gain or loss on unlisted private
          (c) Functional and presentation currency
                                                                      equity investments in the Asset Revaluation Reserve.
          These financial statements are presented in Australian
          dollars, which is the Company’s functional currency. The    (b) Financial instruments
          Company is of a kind referred to in ASIC Class Order        (i) Non-derivative financial instruments
          98/100 dated 10 July 1998 and in accordance with
          that Class Order, all financial information presented        Non-derivative financial instruments comprise
          in Australian dollars has been rounded to the nearest       investments in equity securities, receivables, cash and
          thousand dollars ($’000) unless otherwise stated.           cash equivalents, loans and borrowings, and payables
                                                                      and other liabilities.
          (d) Use of estimates and judgements
                                                                      Non-derivative financial instruments are recognised
          The preparation of financial statements requires             initially at fair value plus, for instruments not at fair
          management to make judgements, estimates and                value through profit or loss, any directly attributable
          assumptions that affect the application of accounting       transaction costs. Subsequent to initial recognition,
          policies and reported amounts of assets, liabilities,




Page 36
  non-derivative financial instruments are measured as           or more events have had a negative effect on the
  described below.                                              estimated future cash flows of that asset.

  Cash and cash equivalents comprise bank balances              An impairment loss in respect of an available for sale
  and call deposits.                                            financial asset is calculated by reference to its fair
                                                                value. Financial assets are tested for impairment on an
  Available for sale financial assets
                                                                individual basis.
  The Company’s investments in unlisted private equity
  securities are classified as available for sale assets.        All impairment losses are recognised in profit or loss.
  Subsequent to initial recognition, they are measured at       Any cumulative loss in respect of an available for
  fair value and changes therein, other than impairment         sale financial asset recognised previously in equity is
  losses (see notes 15 and 19) are recognised directly in       transferred to profit or loss.
  a separate component of equity. When an investment
                                                                An impairment loss is reversed if the reversal can be
  is derecognised, the cumulative gain or loss in equity is
                                                                related objectively to an event occurring after the
  transferred to profit or loss.
                                                                impairment loss was recognised. For available for sale
  Financial assets at fair value through profit or loss          financial assets that are equity securities, the reversal is
  An instrument is classified as at fair value through           recognised directly in equity.
  profit or loss if it is held for trading or is designated as
  such upon initial recognition. Financial instruments are      (d) Revenue
  designated at fair value through profit or loss if they        Revenue is recognised to the extent that it is probable
  are listed equities. Upon initial recognition attributable    that the economic benefits will flow to the Company
  transaction costs are recognised in profit or loss when        and the revenue can be reliably measured. The
  incurred. Financial instruments at fair value through         following specific recognition criteria must also be met
  profit or loss are measured at fair value, and changes         before revenue is recognised:
  therein are recognised in profit or loss.                      (i) Sale of investments
  Other                                                         Revenue is recognised when the significant risks and
  Other non-derivative financial instruments are measured        rewards of ownership of the investments have passed
  at amortised cost using the effective interest method.        to the buyer and can be measured reliably. Risks and
  (ii) Share capital                                            rewards from unlisted private equity investments are
                                                                considered to be passed to the buyer at the date the
  Ordinary shares
                                                                sale of the investment is settled, and the amount of
  Ordinary shares are classified as equity. Incremental
                                                                the proceeds have been advised to the Company by
  costs directly attributable to the issue of ordinary
                                                                the investment manager.
  shares that have been issued at balance date are
  recognised as a deduction from equity, net of any             (ii) Financial assets at fair value through profit or loss
  tax effects. Incremental costs that have been paid            Listed private equity investments are included in the
  or are payable and are directly attributable to the           category of “financial assets at fair value through
  issue of ordinary shares which are not yet issued at          profit or loss”. Listed private equity investments held
  balance date (ie the shares relating to the rights issue      by the Company at balance date were acquired as a
  which are to be allotted on 10 July 2009) have been           result of an unlisted private equity investment being
  recognised as a prepayment in the balance sheet               listed as part of its sale process. Gains or losses on
  to the extent that they have been incurred and are            financial assets held for trading are recognised in the
  known. Dividends on ordinary shares are recognised as         profit or loss and the related assets are classified as
  a liability in the period in which they are declared.         current assets in the balance sheet.
  (c) Impairment of financial assets                             (iii) Interest
  A financial asset is assessed at each reporting date
                                                                Interest revenue is recognised as it accrues in profit or
  to determine whether there is any objective evidence
                                                                loss using the effective interest method.
  that it is impaired. A financial asset is considered to
  be impaired if objective evidence indicates that one




Page 37                                                                                        ING Private Equity Access Limited
          (iv) Dividends and distributions                             In these circumstances, the GST is recognised as part
                                                                       of the cost of acquisition of the asset or as part of
          Dividends and distributions from listed companies
                                                                       the expense.
          and listed trusts are recognised in profit or loss
          on the date that the Company’s right to receive              Receivables and payables are stated with the amount
          payment is established, which is the “ex-dividend”           of GST included. The net amount of GST recoverable
          or “ex-distribution” date. Distributions from private        from, or payable to, the taxation authority is included
          equity investments are brought to account when the           as a current asset or liability in the balance sheet.
          Company becomes entitled to the distribution and the
                                                                       Cash flows are included in the statement of cash flows
          amount can be measured reliably, which is ordinarily at
                                                                       on a gross basis. The GST components of cash flows
          the time it is received. Unlisted cash trust distributions
                                                                       arising from investing and financing activities which
          are brought to account on a “present entitlement”
                                                                       are recoverable from, or payable to, the taxation
          basis at which time an adjustment is made to the fair
                                                                       authority are classified as operating cash flows.
          value of the trust.
                                                                       (g) Earnings per share (EPS)
          (v) Foreign currency gains and losses
                                                                       The Company presents basic and diluted EPS data for
          Foreign currency gains and losses are reported on a
                                                                       its ordinary shares. Basic EPS is calculated by dividing
          net basis.
                                                                       the profit or loss attributable to ordinary shareholders
          (e) Income tax                                               of the Company by the weighted average number of
                                                                       ordinary shares outstanding during the period. Diluted
          Income tax expense comprises current and deferred tax.
                                                                       EPS is determined by adjusting the profit or loss
          Income tax expense is recognised in profit or loss except
                                                                       attributable to ordinary shareholders and the weighted
          to the extent that it relates to items recognised directly
                                                                       average number of ordinary shares outstanding for the
          in equity, in which case it is recognised in equity.
                                                                       effects of all dilutive potential ordinary shares.
          Current tax is expected tax payable on the taxable
          income for the year, using tax rates enacted or              (h) Segment reporting
          substantively enacted at the reporting date, and any         A segment is a distinguishable component of the
          adjustments to tax payable in respect of previous years.     Company that is engaged in providing related
                                                                       products or services (business segment), or in providing
          Deferred tax is recognised using the balance sheet
                                                                       products or services within a particular economic
          method, providing for temporary differences between
                                                                       environment (geographical segment), which is subject
          the carrying amounts of assets and liabilities for
                                                                       to risks and returns that are different from those of
          financial reporting purposes and the amounts used for
                                                                       other segments.
          taxation purposes. Deferred tax is measured at the tax
          rates that are expected to be applied to the temporary       The Company’s primary format for segment reporting
          differences when they reverse, based on the laws that        is based on business segments, of which there is one:
          have been enacted or substantively enacted by the            Investment. The business segment is determined based
          reporting date.                                              on the Company’s management and internal reporting
                                                                       structure. Segment information is not presented in
          A deferred tax asset is recognised to the extent that
                                                                       respect of the Company’s business and geographical
          it is probable that the future taxable profits will be
                                                                       segment because the Company operates in one business
          available against which the temporary difference can
                                                                       segment only, and there is no material difference in the
          be utilised. Deferred tax assets are reviewed at each
                                                                       particular economic environments nor the risks and
          reporting date and are reduced to the extent that it
                                                                       returns of its geographical segments: Australia, New
          is no longer probable that the related tax benefit will
                                                                       Zealand and the United States of America.
          be realised.
                                                                       (i) New standards and interpretations not
          (f) Goods and services tax (GST)                             yet adopted
          Revenues, expenses and assets are recognised net of
                                                                       The following standards, amendments to standards
          the amount of GST, except where the amount of GST
                                                                       and interpretations have been identified as those
          incurred is not recoverable from the taxation authority.




Page 38
  which may impact the entity in the period of initial    4. DETERMINATION OF FAIR VALUES
  application. They are available for early adoption at
                                                          A number of the Company’s accounting policies and
  30 June 2009, but have not been applied in preparing
                                                          disclosures require the determination of fair value for
  this financial report.
                                                          its financial assets. Fair values have been determined
   AASB 8 Operating Segments introduces the              for measurements and/or disclosure purposes
    “management approach” to segment reporting.           based on the following methods. When applicable,
    AASB 8, which becomes mandatory for the               further information about the assumptions made in
    Company’s 30 June 2010 financial statements,           determining fair values is disclosed in the notes specific
    may require a change in the presentation on           to that asset or liability.
    and disclosure of segment information based
    on the internal reports regularly reviewed by the     The Company has “available for sale” financial assets
    Company’s Board and Manager in order to assess        comprising unlisted private equity investments and
    each segment’s performance and to allocate            financial assets “held at fair value through profit or
    resources to them. Currently the Company does         loss” comprising listed private equity investments.
    not present segment information in respect of         Both available for sale and financial assets held at fair
    its business or geographical segments because it      value through profit or loss are initially recognised at
    only operates one business and because there is
                                                          cost, being the fair value of the consideration given.
    no material difference in the particular economic
    environments nor the risks and returns of its         (i) Investments in listed private equity securities
    geographical segments. Under the management
                                                          Acquisition charges associated with financial assets
    approach, the Company will still not present
                                                          held at fair value through profit or loss are expensed
    segment information because the internal reporting
                                                          to the Income Statement.
    that is reviewed by the Company’s Board and
    Manager are not separated into segments.              After initial recognition, financial assets at fair value
   Revised AASB 101 Presentation of Financial            through profit or loss are measured at fair value.
    Statements (2007) introduces the term “total          For investments that are actively traded in organised
    comprehensive income”, which represent changes        financial markets, fair value is determined by reference
    in equity during a period other than those changes    to Stock Exchange quoted bid prices at the close of
    resulting from transactions with owners in their
                                                          business on the balance sheet date.
    capacity as owners. Total comprehensive income
    may be presented in either a single statement         (ii) Investments in unlisted private equity securities
    of comprehensive income (effectively combining
                                                          Acquisition charges associated with available for sale
    both the income statement and all non-owner
                                                          investments are included in the cost.
    changes in equity in a single statement) or, in an
    income statement and a separate statement of          For investments where there is no quoted market
    comprehensive income. Revised AASB 101, which         price, investments are valued according to the
    becomes mandatory for the Company’s 30 June 2010      differing structures of these type of investments in
    financial statements, is expected to have an impact    the Company’s portfolio. Private equity trust units are
    on the presentation of the financial statements.       valued based on a unit price provided by the manager,
   AASB 2008–5 Amendments to Australian                  while Venture Capital Limited Partnerships (VCLP) and
    Accounting Standards arising from the Annual          direct private equity investments are valued using a
    Improvements Process and 2008–6 Further               “proportionate” value provided by the partnership
    Amendments to Australian Accounting Standards         or direct investment based on the Company’s share
    arising from The Annual Improvements Process          of VCLP assets or company assets. The unit prices
    affect various AASBs resulting in minor changes       and “proportionate” values are calculated from the
    for presentation, disclosure, recognition and         proportion of the total net asset values of the trust,
    measurements purposes. The amendments, which          partnership or company which is owned by the
    become mandatory for the Company’s 30 June 2010       Company at balance date.
    financial statements are not expected to have any
    impact on the financial statements.




Page 39                                                                                  ING Private Equity Access Limited
          The value of the net assets of a fund, partnership           Risk management policies are established to identify
          or company is based on valuations of the diversified          and analyse the risks faced by the Company, to set
          portfolio of investment assets, and liabilities within       appropriate risk limits and controls, and to monitor
          that entity, which are calculated by the manager using       risks and adherence to limits. The Company and
          valuation techniques that they deem appropriate.             Manager, through their training and management
          Valuation techniques may involve methods such                standards and procedures, aim to develop a disciplined
          as price/earnings analysis or discounted cash flow            and constructive control environment in which all
          techniques. All valuation methods require assumptions        employees understand their roles and obligations.
          to be made, for example, the estimation of future cash
          flows, multiples which would be paid on earnings in           Market risk
          the market, discount rates or liquidity discounts.           Market risk is the combined underlying risks of
          These assumptions are made by the managers,                  any investment by the Company. In relation to the
          partnerships and direct investment entities and are          Company, market risk comprises market price risk,
          not made by the Company.                                     foreign currency risk and interest rate risk.

          Impairment is considered by the Board based on               Prior to committing to a private equity investment, the
          information provided by the Manager in respect of the        Board had the opportunity to consider each of these
          background of any short term movements in the value          risks while they reviewed detailed submissions from
          of the Company’s assets, as well as their significance in     the Manager. Each Manager submission is based on
          relation to an investment’s cost or the duration that fair   extensive due diligence with regard to, but not limited to:
          value has been below cost. Background factors include,        Management and investment team skills,
          among other things, management fees charged                    experience and qualifications;
          within funds or venture capital limited partnerships
                                                                        Investment structure, conditions of application
          (VCLPs), currency fluctuations, the value of underlying
                                                                         (including required commitment level) and fees;
          investments and the market in which they reside.
                                                                        Past performance and outlook for current
                                                                         investments;
          5. FINANCIAL RISK MANAGEMENT                                  Alignment of personal interest with investors; and
          Overview                                                      Other investments in the Company’s portfolio.
          The Company has exposure to the following risks from         Over the life of the investments, market risk is also
          their use of financial instruments:                           considered and mitigated as outlined below.
           Market risk                                                Market price risk
           Liquidity risk                                             Market price risk is the risk that value of the financial
           Credit risk                                                instrument will fluctuate as a result of changes in
          This note presents information about the Company’s           market prices (other than those arising from interest
          exposure to each of the above risks, their objectives,       rate or currency risk), whether caused by factors
          policies and processes for measuring and managing            specific to an individual investment, its issuer or all
          risk, and the management of capital. Further                 factors affecting all instruments traded in the market.
          quantitative disclosures are included throughout this        Market price risk – Listed private equity investments
          financial report.                                             The Company’s direct exposure to listed equity security
          The Board of Directors has overall responsibility for the    market price risk is minimal. There is one listed equity
          establishment and oversight of the risk management           investment held by the Company at 30 June 2009
          framework. The Board of Directors and the Manager            which is publicly traded on the ASX (2008: 1 investment).
          is responsible for developing and monitoring risk            At balance date, the market value of the Company’s
          management policies.                                         listed investment portfolio was $605,640
                                                                       (2008: $706,580).




Page 40
  Market price risk – unlisted private equity investments     to the Company. The likelihood of such an event is
  The Company’s exposure to private equity investments        considered periodically by the Manager and the findings
  is more material, but the risks of market price             are reviewed by the Board. Consideration procedures
  movements have less direct relevance due to the             include, but are not limited to, the review of regular
  factors outlined below. At 30 June 2009, had the price      reports from the managers, direct correspondence with
  of the Company’s private equity investments moved,          the manager, and information provided with monthly
  with all other variables held constant, (including          unit price advice which explain any price movement of
  normal market conditions and no impairment) net             the fund, partnership or investment. In the event that
  profit before tax would not be affected because              such an event becomes likely, the investment will be
                                                              considered to be impaired which will have an effect on
  variations in the market price are taken through the
                                                              the profit or loss of the Company.
  Asset Revaluation Reserve.
                                                              Currency risk
  The Board considers and manages the market price
  risk relating to unlisted private equity investments        Foreign currency risk is the risk that the value of a
  taking into account the following factors:                  financial instrument will fluctuate due to changes in
                                                              exchange rates.
   The portfolio of underlying investments is extremely
    well diversified. The Company’s fund of funds              The Company currently has one direct investment
    structure consists of 16 private equity funds which       denominated in US dollars (“USD”) and several in
    between them have exposure to some 90 individual          New Zealand dollars (“NZD”). As described in note 18,
    underlying opportunities located in many different        the Company also has co-investment shareholder
    industry sectors. Any single underlying exposure          loans of NZD$537,988 (approx AUD$431,084) at
    does not generally put a material amount of the           30 June 2009 (2008: Nil). As a result of these
    Company’s capital at risk. No individual underlying       investments, the Company’s balance sheet can be
    investment currently makes up greater than 5%             affected by movements in the NZD/AUD and USD/
    of the total investments of the Company.                  AUD exchange rates, however the income statement
   Due to the long term nature of these investments,         will largely not be affected because revaluations of
    short term market price volatility is regarded with       these investments are taken to the asset revaluation
    less importance by the Board than the real progress       reserve. Movements in the value of the co-investment
    of the underlying entities which form the basis of        shareholder loans are taken to profit or loss.
    the short term price.                                     Relevant exchange rates and their effect on the
   The valuations of each private equity investment          Company’s financial instruments are monitored by the
    are based on the current value of the underlying          Manager, and if deemed appropriate or necessary,
    businesses which they hold and the valuation              the terms of the investment management agreement
    guidelines utilised include the use of an “illiquidity    allow foreign currency hedging to be undertaken using
    discount”. The private equity managers do not             derivatives. The Company does not currently hedge
    intend to sell these underlying businesses until          its foreign exposure.
    their potential has been realised and or utilised.
                                                              The Company has a foreign currency exposure to
    Historically, at any point in time, the values at which
                                                              capital commitments made to overseas private
    they are held by the private equity manager and
                                                              equity firms for amounts which may be called in the
    hence the Company, are generally lower than the
                                                              future. The timing and extent of these calls cannot be
    eventual sale prices.
                                                              predicted at the date of this report because money
  The major risks in relation to the Company are more         is called, as and when it is required, by the foreign
  indirect in relation to the private equity investments in   investment fund. As at the end of the financial year,
  so far as a prolonged drop in market values may lead        the Company has one capital commitment to a foreign
  to increased impairment allowances and lower profits         investment fund being Direct Capital Partners, with
  (or losses) in the short term. Risks may also include an    an uncalled commitment of NZD $1,443,050 (approx
  underlying investment not being able to reach its full
                                                              AUD $1,156,299) (2008: NZD $3,916,398 (approx
  potential in a timely manner or at all, which would
                                                              AUD $2,411,902)).
  cause a delay or a decrease in the expected cash flows




Page 41                                                                                    ING Private Equity Access Limited
          Interest rate risk                                              to permanently cease future commitments to private
                                                                          equity funds and allow the investments currently held
          Interest rate risk is the risk that the value of a financial
                                                                          by the Company to “run-off” because they feel that
          instrument will fluctuate due to changes in market
                                                                          this is the most prudent course of action from a cash
          interest rates. The Company’s direct exposure to interest
                                                                          flow and liquidity risk perspective and ultimately, to
          rate risk is related to its cash holdings and the finance        deliver value back to shareholders.
          facility. The Company’s cash holdings are held on a
          floating interest rate basis, while the finance facility is a     In time and dollar terms, there is no schedule or
          bill facility and is exposed to the interest rate changes       timeframe on which to forecast the private equity
          on the date that the bill matures (30 – 180 days).              drawdowns. Calls can be made at any time over
                                                                          approximately 9 years from balance sheet date but are
          Liquidity risk                                                  not due until approximately 10 days after they are called.
          Liquidity risk is the risk that the Company will not            There is a “maximum” commitment payable which
          be able to meet its financial obligations by their due           will be the total that is paid for the private equity
          date, due to a lack of cash accessible by the Company.          investment over the life of the investment, and if the
          The Company’s approach to managing liquidity is                 private equity investment is a fund or trust, there
          to ensure, as far as possible, that it will always have         is an end date for drawing of commitments which
          sufficient liquidity to meet its liabilities when due,           corresponds to the documentation governing the
          under both normal and stressed conditions, without              investment. Venture capital limited partnerships and
          incurring unacceptable losses or risking damage to the          unlisted companies have no such end date, but do
          Company’s reputation.                                           have an estimated end date advised at the time of
          The Company’s liquidity primarily comprises cash at bank        application. All of these dates are subject to change
          and a finance facility. The finance facility is available for a   under certain conditions, and therefore indicative only.
          total of $20 million, of which $14 million has been drawn       Despite these limitations of information, the Manager
          down at balance date (reduced to $4 million at the date         utilises a cash forecast using the latest drawdown
          of signing these accounts). In addition, the Company has        information and trends gathered from all of the
          an investment in a listed private equity investment which       Investment Manager’s private equity investments,
          is considered relatively liquid.                                which are then reviewed and considered by the Board
          The Company’s liquidity requirements include the                utilising its experience in the private equity domain.
          Company’s day to day running costs and expenditures             Based on this uncertain forecast the Company assesses
          such as the amounts payable to its trade creditors and          its capacity to meet its obligations from the various
          the amounts to which the Company is committed to                sources of cash available to it. These may include:
          pay to its unlisted private equity investments which are         cash on hand;
          paid on a “drawdown” basis.
                                                                           the sale of the liquid investments;
          The Company’s day to day running costs and                       the sale on the secondary market of its private
          expenditures are quantitatively immaterial in relation            equity investments;
          to the Company’s overall commitments. The time
          frames within which they will be drawn are known to              distributions and returns received from its
          be less than 12 months. The Company’s day to day                  investments;
          running costs are expected to decrease over time as              capital raised from the dividend reinvestment plan;
          a result of the termination of the administration fee            capital raised via placements or rights issues; and
          from 1 November 2009, and as a result of a 15%
                                                                           prudent levels of borrowings utilising the cash
          reduction in the management fee expense payable to
                                                                            advance facility disclosed in note 18.
          the investment manager effective 1 January 2010.
                                                                          To further reduce liquidity risk, the Board have
          The Company’s unpaid Private Equity commitments are
                                                                          resolved to use its future cash profits to help fund
          material (refer note 22), and as such, the Manager and
                                                                          existing portfolio commitments in preference to
          the Board devote considerable time to ensuring that the
                                                                          paying dividends. Dividends or returns of capital will
          Company will be able to meet its current investment
                                                                          be paid at the point in the future when the Board
          obligations. As a result of this, the Board has resolved
                                                                          considers that the distributions from the investments




Page 42
  currently held are deemed to be adequate to cover the           In addition, on 9 June 2009, the Company announced
  remaining liquidity requirements of the Company, and            a fully underwritten pro rata non-renounceable rights
  when the Board feels that the Company has been able             issue which closed on 10 July 2009. As a result, a total of
  to reduce its debt to an appropriate level.                     68,285,601 shares were issued at $0.17 each to provide
                                                                  $11,608,552 in additional share capital for the Company.
  Credit risk
  Credit risk is the risk of financial loss to the Company         The proceeds of these share issues were primarily
  if a counterparty to a financial instrument fails to             used to pay down debt from the Company’s debt
  meet its contractual obligations, and arises principally        financing facility on 14 July 2009.
  from the potential default of the counterparty, with a          The Board does not currently have any other plans to
  maximum exposure equal to the carrying amount of                issue further shares on the market.
  these instruments.
                                                                  The Company is not subject to externally imposed
  The Company trades only with reputable, creditworthy
                                                                  capital requirements.
  third parties, and as such collateral is not requested nor
  is it the Company’s policy to securitise its receivables.
  The Company does not have any material credit risk to           6. SEGMENT INFORMATION
  any single debtor or group of debtors.                          The Company’s primary segment is its business
  All amounts are receivable in Australian dollars and are        segment. The Company operates in one business
  not considered past due or impaired.                            segment: Investment. The Company’s investment
                                                                  business segment includes making long-term
  Capital management                                              investments in private equity funds and investments
  The Board’s objective is to maintain a strong capital           in Australian listed equities, the results of which are
  base so as to maintain investor, creditor and market            represented in the balance sheet and income statement.
  confidence and to sustain future capital requirements
                                                                  The Company’s secondary segments are its
  of the business. The Board of Directors aims to
                                                                  geographical segments which are determined by the
  maintain capital at a point that ensures that the
  Company continues as a going concern whilst                     location of the Company’s assets.
  maintaining optimal returns to shareholders.                    All revenues, expenses and liabilities of the Company
  On 5 June 2009, as a result of a share placement,               pertain to Australian or New Zealand operations,
  6,207,782 shares were issued to Quay Fund Nominees              however segment assets are split between Australia,
  Pty Ltd at $0.19 each to provide $1,179,479 in                  New Zealand and United States of America (US).
  additional share capital for the Company.


  Segment Information

   In thousands of AUD                                       Australia   New Zealand                   US                 Total

   2009

   Revenue                                                        626              241                   –                  867

   Expenses                                                    18,725              310                   –              19,035

   Assets                                                      64,120            5,040                314               69,474

   Liabilities                                                 14,721              431                   –              15,152

   2008

   Revenue                                                      2,397            1,637                   –               4,034

   Expenses                                                     2,392                 –                  –               2,392

   Assets                                                      65,685            2,544                521               68,750

   Liabilities                                                  2,385                 –                  –               2,385




Page 43                                                                                          ING Private Equity Access Limited
          7. REVENUE
          In thousands of AUD                                                        2009     2008

          Dividends and distributions received                                        979     3,702

          Change in net market value of financial assets held at fair value
          through profit or loss – listed instruments and unlisted cash trust        (224)   (1,745)

          Realised gains on sale of available for sale financial assets – unlisted
          private equity investments                                                  (41)    1,396

          Other income                                                                 46        55

          Total revenue                                                               760     3,408




          8. OTHER EXPENSES
          In thousands of AUD                                                        2009     2008

          Administration fees                                                          92        95

          Audit fees                                                                   97        99

          Brokerage                                                                     –         6

          Co-investment management fees                                               135         –

          Legal fees                                                                   18        15

          Registry fees                                                                59       137

          Sundry expenses                                                             132        57

          Total other expenses                                                        533       409




          9. FINANCE INCOME AND EXPENSES
          In thousands of AUD                                                        2009     2008

          Interest received                                                           107       626

          Total finance income                                                        107       626

          Establishment and facility fees in relation to debt financing facility     (130)      (50)

          Interest expense on debt financing facility                                (325)        –

          Total finance expenses                                                     (455)     (50)

          Total finance income and expenses                                          (348)      576




Page 44
  10. INCOME TAX EXPENSE
   In thousands of AUD                                                         2009                       2008

   CURRENT TAX EXPENSE

   Tax on current period profits                                                   –                     1,414

   Adjustment for prior periods                                                 (43)                      (408)

   DEFERRED TAX BENEFIT

   Carried forward tax benefit on current period losses                        (271)                           –

   Origination and reversal of temporary differences                         (5,309)                      (961)

   Total income tax (benefit)/expense                                        (5,623)                         45



   INCOME TAX RECOGNISED DIRECTLY IN EQUITY

   Unrealised taxable (loss)/gain on available for sale investments            (918)                        503

   Total income tax recognised directly in equity                             (918)                         503



   NUMERICAL RECONCILIATION BETWEEN TAX EXPENSE AND PRE-TAX
   ACCOUNTING PROFIT

   (Loss)/profit for the period                                             (12,545)                     1,597

   Total income tax (benefit)/expense                                        (5,623)                         45

   (Loss)/profit excluding income tax                                       (18,168)                     1,642

   Income tax using the Company’s tax rate of 30% (2008:30%)                 (5,450)                        493

   Permanent differences in relation to deferred and current income and
   expenditure                                                                 (129)                         (4)

   Gross up of income due to franking credits received                             –                         48

   Franking credit rebate                                                          –                        (25)

   Net effect of Australian tax payable on foreign income and foreign tax
   paid                                                                            –                        (59)

   Over provision in prior years                                                (43)                      (408)

   Income tax expense reported in Income Statement                           (5,622)                         45




Page 45                                                                          ING Private Equity Access Limited
          11A. CASH AND CASH EQUIVALENTS
          In thousands of AUD                                                                          2009                    2008

          Bank balances                                                                                 696                   6,151

          Units in unlisted cash trust                                                                     –                  1,307

          Cash and cash equivalents in the statement of cash flows                                      696                   7,458

          The Company’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities are disclosed
          in note 21.




          11B. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
          In thousands of AUD                                                                          2009                    2008

          (Loss)/profit for the period                                                              (12,545)                  1,597

          ADJUSTMENTS FOR:

          Gain on sale of non private equity listed investments                                            –                   (321)

          Loss/(gain) on sale of unlisted private equity investments                                      41                 (1,396)

          Impairment losses on unlisted private equity investments net of income
          tax effects                                                                                11,765                     813

          Change in fair value of listed investments                                                    227                   2,107

          Gain of foreign exchange on shareholder loans                                                 (52)                          –

          Operating (loss)/profit before changes in working capital                                    (564)                  2,800

          CHANGES IN WORKING CAPITAL

          (Increase)/decrease in dividends receivable                                                  (160)                      80

          Decrease/(increase) in interest receivable                                                      41                    (39)

          Decrease/(increase) in other receivables                                                         3                      (1)

          Increase in deferred tax assets                                                            (4,049)                   (184)

          Decrease in payables                                                                          (42)                    (26)

          Increase in interest payable                                                                  240                           –

          Decrease in tax provision                                                                  (1,410)                 (2,112)

          Decrease in deferred income tax liability                                                    (612)                 (1,280)

          Net tax effect of revaluation of unlisted private equity investments on
          deferred tax assets and liabilities                                                         4,620                     851

          Net cash (used in)/from operating activities                                               (1,933)                      89




Page 46
  12. RECEIVABLES
   In thousands of AUD                                                                      2009                        2008

   Dividends/distributions receivable                                                         172                          12

   Interest receivable                                                                           3                         44

   Other receivables                                                                           13                          16

   Total trade and other receivables                                                          188                          72

  The Company’s exposure to credit, currency and interest rate risks related to trade and other receivables is disclosed
  in note 21.




  13. PREPAYMENTS
   In thousands of AUD                                                                      2009                        2008

   Prepaid costs of anticipated equity transactions                                           114                            –

   Accrued costs of anticipated equity transactions                                            34                            –

   Total prepayments                                                                          148                            –

  The prepayment amounts above relate to the costs associated with the pro rata non-renounceable rights issue
  to shareholders which closed on 2 July 2009. The shares in relation to this issue were allotted on 10 July 2009,
  at which time the costs associated with the issue were transferred to equity as prescribed under Australian
  accounting standards.

  Prepaid costs relate to amounts which were physically paid before balance date, while accrued costs relate to
  amounts incurred prior to balance date, but invoiced and paid after balance date.

  The Company does not have an exposure to credit, currency or interest rate risks in relation to its prepayments
  and accruals.




  14. LISTED PRIVATE EQUITY INVESTMENTS
   In thousands of AUD                                                                      2009                        2008

   CURRENT INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT
   OR LOSS

   Listed private equity investments                                                          606                         707

   Total listed private equity investments                                                    606                         707

  The Company holds one (1) listed equity investment: CathRX Limited (CXD) which was listed on the ASX through
  an initial public offering (IPO) in 2005. Prior to the IPO, it was partly owned by a private equity fund managed by
  CM Capital, a manager in the Company’s portfolio.

  The Company’s exposure to market and credit risks related to listed private equity investments is disclosed in note 21.




Page 47                                                                                        ING Private Equity Access Limited
          15. UNLISTED PRIVATE EQUITY INVESTMENTS
          In thousands of AUD                                                                      2009                   2008

          Non-current available for sale investments

          Unlisted private equity investments                                                    63,531                 60,257

          Total unlisted private equity investments                                              63,531                 60,257

          The Company’s exposure to market and currency risks related to unlisted private equity investments is disclosed
          in note 21.

          Impairment
          Impairment losses recognised during the year were recognised due to significant and/or prolonged valuation
          declines in respect of the Company’s unlisted private equity investments. The movement in the allowance for
          impairment in respect of the Company’s available for sale investments during the year was as follows:

          In thousands of AUD                                                                      2009                   2008

          Balance at 1 July                                                                         813                       –

          Impairment loss recognised                                                             17,304                  1,161

          Tax effect of impairment loss                                                          (5,191)                  (348)

          Balance at 30 June                                                                     12,926                    813

          The Company has impaired selected available for sale financial assets where the fair value is below cost,
          however the Company has not impaired every asset with a value below cost because they are not deemed to be
          significantly impaired or impaired for a prolonged period under the terms of AASB 139: Financial Instruments
          Recognition and Measurement. The Company has guidelines that have been developed to ensure that the
          impairment requirements of the Corporations Law and AASB 139 are applied to the Company’s investments in the
          context of the environment in which the Company operates.

          The impairment allowance account in respect of available for sale investments is used to record impairment losses
          unless the Company is satisfied that no recovery of the amount owing is possible. At that point the amount is
          considered irrecoverable and is written off against the financial asset directly.

          The tax benefit for the current period is $5.623 million (2008 tax expense: $45,305).

          $5.540 million of the total tax benefit for the current period is due to the tax effect of the impairment loss for the
          period (2007: $348,300).




Page 48
  16. TAX ASSETS AND LIABILITIES
  Recognised deferred tax assets and liabilities
                                                                  Balance Sheet               Income Statement

   In thousands of AUD                                              2009           2008           2009               2008

   DEFERRED INCOME TAX ASSETS

   Accrued expenses                                                  102             34              68                (12)

   Effect of franking credits on outstanding dividends                 –               –               –                41

   Revaluations of listed private equity investments
   through profit or loss                                            275            207              68              (207)

   Revaluations of unlisted private equity investments
   through equity                                                  9,197               –

   Tax effect of impairment of unlisted private equity
   investments through profit or loss                             (5,540)              –         5,540                    –

   Revaluation of unlisted cash trust                                  –             15             (15)                (6)

   Tax losses carried forward                                        271               –            271                   –

   Gross deferred income tax assets                                4,305            256

   DEFERRED INCOME TAX LIABILITIES

   Outstanding dividends                                               –               –               –               (19)

   Accrued interest                                                    1             13              12                   2

   Exchange gains or losses on foreign loan                           16               –            (16)                  –

   Revaluations of listed private equity investments
   through profit or loss                                              –               –               –             (412)

   Revaluations of unlisted private equity investments
   through equity                                                      –            964

   Tax effect of impairment of unlisted private equity
   investments through profit or loss                                  –           (348)          (348)              (348)

   Gross deferred income tax liabilities                              17            629

   Deferred tax income                                                                           5,580                 961


  Deferred tax assets
  The deferred tax asset balance of $4.305 million is recognised on the balance sheet of the Company as at
  30 June 2009 (2008: $256,256). $3.657 million of the total balance is due to the current fair value of the
  financial investments in private equity funds being below cost value (2008: $616,154) and $275,279 of the
  total balance is due to the current fair value of listed private equity investments being below cost value
  (2008: $207,144). It is probable that the deferred tax asset is recoverable as it is the Company’s expectation
  that either the fair value of the investments will revert to being above their cost value in the future or an
  overall capital gain will be realised on final sale of the private equity investments.




Page 49                                                                                     ING Private Equity Access Limited
          Current tax liabilities

          In thousands of AUD                                                                     2009                  2008

          Opening balance                                                                        1,410                  3,524

          Charged to income                                                                           –                 1,414

          Adjustment in respect of prior years                                                     (43)                 (408)

          Payments in respect of prior year                                                     (1,367)               (3,116)

          Payments in respect of current year                                                         –                    (4)

          Total current tax liability                                                                 –                 1,410




          17. PAYABLES
          In thousands of AUD                                                                     2009                  2008

          Outstanding listed equity purchases                                                      126                      –

          Related party payables (refer note 24)                                                   197                   215

          Accrued costs of anticipated equity transactions                                          34                      –

          Trade and other payables                                                                 107                   131

          Total payables                                                                           464                   346

          Accrued costs of anticipated equity transactions are costs in relation to the pro rata rights issue that have been
          incurred, but not invoiced before balance date. Prepayments in relation to the rights issue are disclosed in Note 13
          and the total fees in relation to the rights issue are disclosed in Note 25.

          The Company’s exposure to liquidity risk related to trade and other payables is disclosed in Note 21.




          18. LOANS AND BORROWINGS
          In thousands of AUD                                                                     2009                  2008

          Debt finance facility                                                                 14,240                      –

          Co-investment shareholder loans                                                          431                      –

          Total loans and borrowings                                                            14,671                      –


          Debt finance facility
          The finance facility is a $20 million, 364 day debt finance facility in place to August 2009. The debt finance facility
          has been in place since 22 August 2007 and was renewed on 29 August 2008. The finance facility is an Australian
          dollar floating rate facility where the Company is able to determine the drawdown and/or rollover period which
          may be for a period of 30, 60, 90 or 180 days with interest reset on each drawdown or rollover amount. The
          Company has not breached any of its covenants relating to this debt finance facility.




Page 50
  The debt finance facility agreement contains a negative pledge, preventing the Company from entering into more
  debt agreements in the future which would jeopardize the bank’s current priority claim on the Company’s assets.
  The facility has a carrying amount of $14.240 million (2008: $Nil).

  On 25 May 2009, a new longer term 3 year $20 million finance facility was negotiated with the same lender. The
  new facility came into effect on 14 July 2009 when conditions precedent were met by the Company through the
  raising of at least $12 million in capital through the share placement and rights issue. The new finance facility is also
  an Australian dollar floating rate facility where the Company is able to determine the drawdown and/or rollover
  period which may be for a period of 90 or 180 days with interest reset on each drawdown or rollover amount.

   In thousands of AUD                                                                       2009                        2008

   Proceeds from bank loan                                                                 14,000                             –

   Accrued interest                                                                            240                            –

   Total debt finance facility                                                             14,240                             –


  Co-investment shareholder loans
  During the year, two of the Company’s directly held investments sold their businesses and assets. The proceeds in
  relation to the sales have been forwarded to the shareholders of the co-investments in the form of interest free
  loans. One sale is in the process of being finalised while the second sale is not due to be finalised until next financial
  year, pending certain conditions within the sale agreement. Upon finalisation of the sales, the co-investments will be
  liquidated, and although the shareholder loans may be recalled with 20 days notice, the Company and the underlying
  investment manager envisage that the balance of the loan will be offset in full against the investment liquidation
  proceeds as allowed under the terms of the loan agreement. Upon liquidation and offset of the loan, if all conditions
  of the sale are met, a realised capital gain of approximately $304,000 will be crystallised and brought to account.



  19. CAPITAL AND RESERVES
  Share Capital

   In thousands of AUD                                                                       2009                        2008

   ORDINARY SHARES

   Issued and fully paid                                                                   61,547                      59,469

   In thousands of shares                                                                    2009                        2008

   On issue at 1 July                                                                      60,744                      43,015

   Issued between 1 July 2007 and 30 June 2008 for cash on exercise
   of share options                                                                               –                    13,920

   Issued on 5 June 2009 as a result of a share placement at $0.19 per
   share (2008: Issued 5 November 2007 at $1.00 per share)                                   6,208                      2,500

   Issued 30 September 2008 at $0.68 per share as a result of the
   dividend reinvestment plan in relation to the final dividend (2008:
   Issued 21 November 2007 at $0.95 per share)                                               1,334                         784

   Issued 20 March 2008 at $0.79 per share as a result of the dividend
   reinvestment plan in relation to the 2008 interim dividend
   (2009: No interim dividend paid)                                                               –                        525

   Total shares on issue                                                                   68,286                      60,744




Page 51                                                                                         ING Private Equity Access Limited
          The Company does not have authorised capital or par value in respect of its issued shares.

          The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled
          to one vote per share at meetings of the Company.

          All shares rank equally with regard to the Company’s residual assets.

          There are currently no share options on issue.

          During the year, no shares were issued as a result of exercising of options. (2008: shareholders exercised the
          option to acquire 13,919,724 fully paid ordinary shares in ING Private Equity Access Limited at an exercise price
          of $1.00 per share).

          On 5 June 2009, the Company completed an institutional placement of approximately 6.2 million shares at $0.19
          per share which raised approximately $1.18 million.

          As at balance date, a fully underwritten pro rata rights issue was open to shareholders that held shares in the
          Company on the record date, at 7pm, 17 June 2009. The rights issue closed on 2 July 2009 and, as a result,
          68,285,601 shares were issued at $0.17 each on 10 July 2009. A total transfer of $10,966,469 has been made
          to the shareholders’ equity being gross proceeds of the rights issue, less transaction costs of $642,083.

          Asset revaluation reserve
          The asset revaluation reserve comprises the cumulative net change in the fair value of available for sale financial
          assets until the investment is derecognised or impaired.

          In thousands of AUD                                                                     2009                      2008

          Opening balance                                                                         (190)                 2,602

          Net losses on available for sale financial assets                                    (14,682)                (4,456)

          Income tax on items taken directly to equity                                           4,273                       851

          Unrealised revaluation of available for sale financial assets taken to
          profit or loss due to impairment                                                      17,303                  1,161

          Tax effect of impairment taken to profit or loss                                      (5,191)                     (348)

          Closing balance                                                                        1,513                   (190)


          Dividends
          Dividends recognised in the current year by the Company are:

          In thousands of AUD            Cents per share           Total amount     Franked/unfranked       Date of payment

          2009

          Final 2008                                 5.40                   3,279              Franked    30 September 2008

          Total amount                                                      3,279

          2008

          Final 2007                                 5.40                   3,209           Unfranked      21 November 2007

          Interim 2008                               2.55                   1,536              Franked         20 March 2008

          Total amount                                                      4,745

          Franked dividends declared or paid during the year were franked at a tax rate of 30%.

          The Company has a dividend reinvestment plan which operated for the dividend payments listed above.




Page 52
  No dividends have been declared since the end of the financial year. The Company announced at its Annual
  General Meeting in October 2008 that it would be using its future cash profits to help fund existing portfolio
  commitments in preference to paying dividends.

  Dividend franking account

   In thousands of AUD                                                                       2009                       2008

   30% franking credits available to shareholders of the Company for
   subsequent financial years                                                               3,253                      4,659

  The above available amounts are based on the balance of the dividend franking account at year end adjusted for:

  (a) franking credits that will arise from the payment of current tax liabilities, and

  (b) franking credits that will arise from the payment of dividends recognised as a liability at the year-end

  The ability to utilise franking credits is dependent upon there being sufficient available profits to declare dividends.



  20. EARNINGS PER SHARE
  Basic earnings per share
  The calculation of basic earnings per share at 30 June 2009 was based on the loss attributable to ordinary
  shareholders of $12,897,108 (2008: $1,597,230 profit) and a weighted average number of ordinary shares
  outstanding of 62.167 million shares (2008: 54.725 million), calculated as follows:

   In thousands of AUD                                                                       2009                       2008

   (Loss)/profit attributable to ordinary shareholders                                    (12,545)                     1,597



   In thousands of shares                                            Note                    2009                       2008

   Issued ordinary shares at 1 July                                     19                 60,744                     43,014

   Effect of share options exercised                                    19                       –                     9,463

   Effect of shares issued in share placements                          19                    425                      1,626

   Effect of shares issued in final dividend reinvestment plan          19                    998                         476

   Effect of shares issued in interim dividend reinvestment plan        19                       –                        146

   Weighted average number of ordinary shares at 30 June                                   62,167                     54,725


  Diluted earnings per share
  During the year, there were no dilutive potential ordinary shares on issue; therefore there is no difference between
  basic earnings per share and diluted earnings per share.

  The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options
  in the prior period was based on quoted market prices for the period that the options were outstanding.




Page 53                                                                                        ING Private Equity Access Limited
          21. FINANCIAL INSTRUMENTS
          Market price risk
          Exposure to market price risk

          The carrying amount of the Company’s financial assets represents the maximum risk exposure. The Company’s
          maximum exposure to market price risk was $605,640 (2008: $706,580) for listed private equity investments
          and $63,531,021 (2008: $60,257,081) for unlisted private equity investments.

          Sensitivity to market price risk

          A 10% movement in the value of the Company’s investments would have increased/(decreased) equity and profit
          or loss by the amounts shown below. This analysis assumes that all other variables remain constant. The analysis
          is performed on the same basis for 2008.

                                                                                    Equity     Equity Profit or Profit or
          In thousands of AUD
                                                                                     2009       2008 loss 2009 loss 2008

          Listed private equity investments +10%                                         –          –         61         71

          Listed private equity investments -10%                                         –          –        (61)       (71)

          Unlisted private equity investments +10%                                   4,459      4,218          –          –

          Unlisted private equity investments -10%                                 (4,459)    (4,218)          –          –


          Interest rate risk
          Exposure to interest rate risk

          At the reporting date the interest rate profile of the Company’s interest bearing financial instruments was:

          In thousands of AUD                                                                   2009                   2008

          FIXED RATE INSTRUMENTS

          Financial liabilities                                                                   431                     –

          VARIABLE RATE INSTRUMENTS

          Financial assets                                                                        696                  7,458

          Financial liabilities                                                               14,240                      –

          Sensitivity to interest rate risk for fixed rate and variable rate instruments

          A change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity
          and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.
          The analysis is performed on the same basis for 2008.

                                                                                    Equity     Equity Profit or Profit or
          In thousands of AUD
                                                                                     2009       2008 loss 2009 loss 2008

          Financial assets +100bps                                                       5         52          7         52

          Financial assets – 100bps                                                     (5)       (52)        (7)       (52)

          Financial liabilities +100bps                                              (100)          –      (142)          –

          Financial liabilities – 100bps                                              100           –        142          –




Page 54
  Liquidity risk
  The following are the contractual maturities of financial liabilities, including estimated interest payments.

                                                                             Carrying        1 Month or          1 month to
   In thousands of AUD                                                                                                                    On Call
                                                                             Amount                less           12 months

   30 JUNE 2009

   Trade and other payables                                                        464                 464                    –                   –

   Private equity commitments                                                         –                   –                   –            42,563

   Loans and borrowings                                                        14,671                  431             14,240                     –

   30 JUNE 2008

   Trade and other payables                                                        346                 346                    –                   –

   Private equity commitments                                                         –                   –                   –            49,179

   Loans and borrowings                                                               –                   –                   –                   –

  Private equity commitments may be called at any time in the future, but are not due until approximately 10 days
  after they are called. Calls can be made at any time over approximately 9 years from balance sheet date.

  Details of private equity commitments held by the Company at balance date are as follows:

   In thousands of AUD                                                                                                            Approximate
                                                                                                  Drawn            Undrawn
                                                                       Commitment                                                  end date of
                                                                                                  Capital            Capital
   Fund Name                                                                                                                             fund

   Archer Capital Fund 3                                                         7,500              6,505                  995         Aug 2014

   Archer Capital Fund 4                                                       10,000               3,400               6,600          Mar 2017

   Catalyst Buyout Fund 1                                                        8,000              7,740                  260          Sep 2016

   CM Capital Venture Trust No 4                                                 8,000              4,160               3,840          May 2017

   Direct Capital Partners III ($A equiv)*                                       6,410              5,690               1,156           Sep 2015

   Hastings Private Equity Fund 2                                                8,000              7,664                  336         Nov 2014

   Ironbridge Capital 2003/4 Fund                                                5,023              4,738                  284          Feb 2014

   NBC Private Equity Fund II                                                    6,000              5,751                  249          Jun 2015

   NBC Private Equity Fund III                                                 10,000               3,480               6,520          Nov 2017

   Pacific Equity Partners III                                                   8,000              6,632               1,368          Dec 2015

   Pacific Equity Partners IV                                                  10,000               1,980               8,020          Dec 2017

   Propel Private Equity Fund II                                                 3,412              3,246                  166          Jun 2015

   Quadrant Private Equity Fund No.1                                             8,000              7,361                  639         Nov 2015

   Quadrant Private Equity Fund No.2                                           10,000               6,420               3,580           Apr 2017

   Wolseley Partners Fund I                                                      8,000              7,691                  309          Apr 2015

   Wolseley Partners Fund II                                                   10,000               1,759               8,241           Jun 2018

                                                                             126,345               84,217              42,563

  *   Due to exchange rate fluctuations over the period of the drawdowns for Direct Capital Partners III, drawn capital and undrawn capital will not
      equal total commitment in AUD.




Page 55                                                                                                            ING Private Equity Access Limited
          Currency risk
          Exposure to currency risk

          The Company’s exposure to foreign currency risk at balance date was as follows, based on notional amounts:

          In thousands of AUD                                        NZD 2009       USD 2009      NZD 2008       USD 2008

          Unlisted private equity investments                            5,040            314            2,545         521

          Co-investment shareholder loans                                 (431)              -               -               -

          Total balance sheet exposure                                   4,609            314            2,545         521

          Exchange rates

          The following significant exchange rates applied at year end:

          AUD                                                                                            2009         2008

          NZD                                                                                       1.24799        1.26087

          USD                                                                                       0.80845        0.95965

          Sensitivity to currency risk

          A change of 10% in the Australian dollar against the following currencies at the reporting date would have
          increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other
          variables remain constant. The analysis is performed on the same basis for 2008.

                                                                         Equity        Equity Profit or loss Profit or loss
          In thousands of AUD
                                                                          2009          2008          2009           2008

          NZD +10%                                                         419            231               –                –

          NZD – 10%                                                       (512)         (282)               –                –

          USD +10%                                                          29             47               –                –

          USD – 10%                                                        (35)           (58)              –                –


          Credit risk
          Exposure to credit risk

          The carrying amount of the Company’s cash and receivables represents the maximum credit risk exposure.
          The Company’s maximum exposure to credit risk was $884,045 (2008: $7,529,815) being $695,759 in relation
          to cash and cash equivalents (2008: $7,458,203) and $188,287 in relation to receivables (2008: $71,612).

          None of the Company’s receivables are past due (2008:Nil) or considered impaired. All receivables are due within
          30 days.

          The Company does not have any material credit risk to any single debtor or group of debtors.




Page 56
  Fair values versus carrying amounts
  The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet,
  are as follows:

                                                                  Carrying                    Carrying
                                                                             Fair Value                        Fair Value
   In thousands of AUD                                            Amount                      Amount
                                                                                   2009                              2008
                                                                     2009                        2008

   Cash                                                               696           696          7,458              7,458

   Trade and other receivables                                        188           188              72                 72

   Prepayments                                                        148           148                –                  –

   Listed private equity investments                                  606           606             707                707

   Unlisted private equity investments                             63,531       63,531          60,257             60,257

   Trade and other payables                                           464           464             346                346

   Loans and borrowings                                            14,671       14,671                 –                  –

  The basis for determining fair values is disclosed in note 4.




  22. CAPITAL AND OTHER COMMITMENTS
   In thousands of AUD                                                                            2009               2008

   Private equity commitments contracted but not provided for                                   42,563             49,180

  These commitments reflect the capital commitment in respect of future investments in current private equity
  investments held. Due to the inherent nature of this type of investment, the time frame of these commitments
  cannot be predicted because capital can be called by investment managers at any time, however it is unlikely
  that the Company would be required to pay the entire outstanding commitment at one time. This is supported
  by historical trends.

  Generally, drawdowns by a specific fund are substantially made over the 5 year period from first commitment
  to a fund. Consequently, it has been typical, particularly amongst later stage private equity funds, which form
  the bulk of the portfolio, for there to be realisations and consequential distributions from underlying funds
  before all drawdowns by these funds need to be met. This creates significant internal cash generation to meet
  outstanding commitments. It is also common for a private equity fund to terminate without having drawn down
  the full commitment, further reducing the actual commitment to be met.

  In the current volatile economic environment it has been noteworthy that new investments by private equity
  funds have slowed significantly which will reduce calls on the Company’s outstanding commitments. There has
  also been a decline in the realisations that have occurred or are expected to occur over the next 6 to 12 months.

  However, due to the unpredictable amounts and rate of drawdown on the Company’s existing commitments
  and the ability of the Company to meet its drawdown requests, should they increase at a rapid rate and in size
  of value, there would be uncertainty about the Company’s ability to meet its commitments in all circumstances.
  Furthermore, the Company is reliant on the support of its lender through its debt finance facility of $20 million
  (refer to note 18) and may be reliant on an extension of that facility in the future.




Page 57                                                                                     ING Private Equity Access Limited
          The Directors expect the Company to finance the future   24. RELATED PARTIES
          drawdown of its outstanding commitments, if required,
                                                                  Key management personnel compensation
          by one or a combination of the following options:
                                                                  Other than the Directors, there were no key
           Utilising the current debt finance facility of the
                                                                  management personnel during the year.
            Company, which has been significantly paid down
            with the proceeds of the capital raised through       Individual Directors’ compensation disclosures
            the share placement and rights issue;                 Information regarding individual Directors and
           Distributions expected to be received by the          executives’ compensation and some equity instruments
            Company as a result of realisations of assets         disclosures as required by Corporations Regulation
            by private equity investments;                        2M.3.03 is provided in the remuneration report section
           Disposal of some private equity commitments           of the Director’s report.
            in order to reduce demands on capital and             Apart from the details disclosed in this note, no
            generate cash; and                                    Director has entered into a material contract with
           Capital raised through a share placement              the Company since the end of the previous financial
            or rights issue.                                      year and there was no material contracts involving
                                                                  Directors’ interests existing at year end.

          23. CONTINGENCIES                                       Key management personnel and Director
                                                                  transactions
          Contingent assets
                                                                  Mr McClatchy and Mr Wright hold a position in
          As at the date of this report, the Company does not     ING Investment Management Limited that results in
          have any contingent assets (2008: nil).                 them having control or significant influence over the
                                                                  financial or operating policies of that entity.
          Contingent liabilities
          As at the date of this report, the Company does not     ING Investment Management Limited transacted with
          have any contingent liabilities (2008: nil).            the Company in the reporting period as a result of its
                                                                  position as Manager of the Company. The terms and
                                                                  conditions of the transactions with ING Investment
                                                                  Management Limited were no more favourable
                                                                  than those available, or which might reasonably be
                                                                  expected to be available, on similar transactions to
                                                                  non-Director related entities on an arm’s length basis.




Page 58
  The aggregate value of transactions and outstanding balances relating to ING Investment Management Limited
  were as follows:

                                                                Transaction value year          Balance outstanding
   In thousands of AUD
                                                                       ended 30 June                   as at 30 June

   Key Management
                                 Transaction        Note           2009           2008           2009               2008
   Person(s)

   Mr D McClatchy
   & Mr J Wright              Management Fees          (i)          673            702             172                192

   Mr D McClatchy
   & Mr J Wright             Administration Fees       (ii)          92             95              25                 23

   Mr D McClatchy
   & Mr J Wright              Performance Fees        (iii)            –              –               –                  –

   Mr J Schahinger            Performance Fees        (iv)             –              –               –                  –

                                                                    765            797             197                215

  (i) Management Fee

  In consideration for the services provided under the Management Agreement, the Manager is entitled to
  a Management Fee of 0.0833% of the value of the Portfolio calculated on the last business day of each month
  (being a fee of 1% per annum of the value of the Portfolio) and paid no less frequently than quarterly.
  From 1 January 2010, the Management Fee will be reduced to 0.070833% of the value of the Portfolio calculated
  on the last business day of each month (being a fee of 0.85% per annum of the value of the Portfolio).
  The decreased fee is in recognition of the Company’s recent change in investment strategy.
   (ii) Administration Fee
  In consideration for providing administration services to the Company, the Manager is entitled to receive a fee
  of $91,609 (2008: $87,263) per annum (plus any applicable GST), as adjusted on a yearly basis having regard
  to movements in the Consumer Price Index. As per the management agreement, this fee was reviewed by the
  Manager and the Board during the year and it was agreed to discontinue the fee on 1 November 2009.
  (iii) Performance Fee
  The Manager will be entitled to a Performance Fee calculated annually over three year rolling periods. The first
  three year period was the period from the end of the month in which the Company is admitted to the ASX’s
  Official List to the third anniversary of that date (30 November 2007).
  The fee payable is equal to 10% of any out-performance of the Portfolio over a benchmark which is the greater of:
  (a) the total return of the S&P/ASX 300 Accumulation Index over the calculation period plus 3% per annum; and
  (b) 25% over the calculation period.
  As at 30 June 2009, no Performance Fee has been paid or become payable to the Manager.
  (iv) Performance Fee
  The Manager currently intends that it will pay up to 20% of any performance fees it receives to the Managing
  Director of the Company.
  Purchases from related parties are made in arms length transactions at both normal market prices and normal
  commercial terms.
  Outstanding balances at year-end are unsecured and settlement occurs in cash.
  There have been no guarantees provided or received for any related party receivables.




Page 59                                                                                    ING Private Equity Access Limited
          Movements in shares
          The movement during the reporting period in the number of ordinary shares in the Company held, directly,
          indirectly or beneficially, by each key management person, including their related parties is as follows:

                                                                      Held at 1                                    Held at 30
                                                                                    Purchases           Sales
                                                                      July 2008                                    June 2009

          DIRECTORS

          Geoff Brunsdon                                               433,305         49,507              –         482,812

          David McClatchy                                                     –              –             –                 –

          Jon Schahinger                                               450,000               –             –         450,000

          Don Stammer                                                  245,000               –             –         245,000

          James Wright                                                        –              –             –                 –



                                                                                  Received on
                                                       Held at 1                                                   Held at 30
                                                                     Purchases     exercise of          Sales
                                                       July 2007                                                   June 2008
                                                                                      options

          DIRECTORS

          Grant Bailey                                   20,000               –        10,000              –          30,000

          Geoff Brunsdon                                320,000         23,305         90,000              –         433,305

          David McClatchy                                      –              –              –             –                 –

          Jon Schahinger                                275,000         75,000        100,000              –         450,000

          Don Stammer                                   165,000         30,000         50,000              –         245,000

          No shares were granted to key management personnel during the reporting period as compensation in 2008 or 2009.

          Other related parties
          Contributions to superannuation funds on behalf of Directors are disclosed in the remuneration report.

          632,812 shares are held by Jesena Pty Limited at balance date. Geoff Brunsdon is a Director of Jesena Pty Limited
          and has the power to influence the voting rights and disposal of its equity holdings.

          400,000 shares are held by Schank Superannuation Fund at balance date. Jon Schahinger is a joint trustee
          of the superannuation fund, and has the power to influence the voting rights and disposal of its equity holdings.

          245,000 shares are held by Meroma Pty Limited at balance date. Don Stammer is a Director of Meroma Pty
          Limited, and has the power to influence the voting rights and disposal of its equity holdings.

          1,842,868 shares and 7,629,488 shares are held by ING Funds Management Limited and ING Life Limited
          respectively at balance date. David McClatchy is a Director, and James Wright is the Chief Investment Officer
          of ING Investment Management Limited, the Investment Management Company of these entities and their
          related funds, and have the power to influence the voting rights and disposal of their equity holdings.




Page 60
  25. SUBSEQUENT EVENTS
  Issue of shares
  On 10 July 2009, the Company issued 68,285,601 shares for $0.17 each and raised $11,608,552 as a result
  of a fully underwritten pro rata non-renounceable rights issue to shareholders. Fees and other transaction costs
  in relation to the issue were $642,083, resulting in a net inflow of $10,966,469.

  Quay Fund Nominees Pty Limited acted as sub-underwriter to the non-renounceable rights issue and as
  a result of taking up 5,722,350 new shares on 10 July 2009, as a result of the rights issue shortfall, it has
  increased its shareholding to 32,900,019 shares, representing 24.09% of total issued shares in the Company.

  Debt facility
  On 14 July 2009, $10,259,958 was paid to National Australia Bank to reduce the Company’s debt facility using
  the net proceeds of the share placement on 5 June 2009, and the rights issue on 10 July 2009. As a result of this
  repayment, the gearing level was reduced to approximately 6% of the total assets of the Company (from 21%
  at balance date). The residual from the issue (after associated expenses) has been retained by the Company for
  use as working capital.



  26. AUDITORS’ REMUNERATION
   In AUD                                                                                2009                       2008

   AUDIT SERVICES

   Auditors of the Company – KPMG Australia

    Audit and review of financial reports (current year)                               85,000                            –

   Other auditors – Ernst & Young Australia

    Audit and review of financial reports (current year)                                     –                    87,241

    Audit and review of financial reports (prior year)                                 12,397                     12,118

                                                                                       97,397                     99,359

   OTHER SERVICES

   Auditors of the Company – KPMG Australia

    Taxation services (current year)                                                    7,500                            –

   Other auditors – Ernst & Young Australia

    Taxation services (prior year)                                                      5,250                     11,292

                                                                                       12,750                     11,292




Page 61                                                                                    ING Private Equity Access Limited
          Directors’ Declaration
          1.    In the opinion of the Directors of ING Private         (b) the financial report also complies with
                Equity Access Limited (the Company):                       International Financial Reporting Standards
                                                                           as disclosed in note 2(a).
          (a) the financial statements and notes set out on
              pages 32 to 61, and the Remuneration report              2.   This declaration has been made after receiving
              in the Directors’ report, set out on pages 21                 the declaration required to be made to the
              to 23, are in accordance with the Corporations                Directors in accordance with section 295A of
              Act 2001, including:                                          the Corporations Act 2001 for the year ended
                                                                            30 June 2009.
          (i)   giving a true and fair view of the Company’s
                financial position as at 30 June 2009 and of its        Signed in accordance with a resolution of the Directors:
                performance for the financial year ended on that
                date; and

          (ii) complying with Australian Accounting Standards
               (including the Australian Accounting Interpretations)   Geoff Brunsdon
               and the Corporations Regulations 2001;                  Chairman

                                                                       Sydney
                                                                       21 August 2009




Page 62
  Independent Audit Report


          AB CD

          Independent auditor’s report to the members of ING Private Equity Access
          Limited
          Report on the financial report
          We have audited the accompanying financial report of ING Private Equity Access Limited (the
          company), which comprises the balance sheet as at 30 June 2009, and the income statement,
          statement of changes in equity and cash flow statement for the year ended on that date, a
          description of significant accounting policies and other explanatory notes 1 to 26 and the
          directors’ declaration.

          Directors’ responsibility for the financial report

          The directors of the company are responsible for the preparation and fair presentation of the
          financial report in accordance with Australian Accounting Standards (including the Australian
          Accounting Interpretations) and the Corporations Act 2001. This responsibility includes
          establishing and maintaining internal control relevant to the preparation and fair presentation of
          the financial report that is free from material misstatement, whether due to fraud or error;
          selecting and applying appropriate accounting policies; and making accounting estimates that are
          reasonable in the circumstances. In note 2, the directors also state, in accordance with Australian
          Accounting Standard AASB 101 Presentation of Financial Statements, that the financial report,
          comprising the financial statements and notes, complies with International Financial Reporting
          Standards.

          Auditor’s responsibility

          Our responsibility is to express an opinion on the financial report based on our audit. We
          conducted our audit in accordance with Australian Auditing Standards. These Auditing
          Standards require that we comply with relevant ethical requirements relating to audit
          engagements and plan and perform the audit to obtain reasonable assurance whether the financial
          report is free from material misstatement.

          An audit involves performing procedures to obtain audit evidence about the amounts and
          disclosures in the financial report. The procedures selected depend on the auditor’s judgement,
          including the assessment of the risks of material misstatement of the financial report, whether
          due to fraud or error. In making those risk assessments, the auditor considers internal control
          relevant to the entity’s preparation and fair presentation of the financial report in order to design
          audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
          an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating
          the appropriateness of accounting policies used and the reasonableness of accounting estimates
          made by the directors, as well as evaluating the overall presentation of the financial report.
          We performed the procedures to assess whether in all material respects the financial report
          presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting
          Standards (including the Australian Accounting Interpretations), a view which is consistent with
          our understanding of the Company’s financial position and of its performance.
          We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
          basis for our audit opinion.




                                 KPMG, an Australian partnership and a member firm of the KPMG network
                                 of independent member firms affiliated with KPMG International, a Swiss cooperative.




Page 63                                                                                                                 ING Private Equity Access Limited
          AB CD



          Independence

          In conducting our audit, we have complied with the independence requirements of the
          Corporations Act 2001.
          Auditor’s opinion
          In our opinion:

          (a) the financial report of ING Private Equity Access Limited is in accordance with the
          Corporations Act 2001, including:

                 (i)   giving a true and fair view of the Company’s financial position as
                       at 30 June 2009 and of its performance for the year ended on that date; and

                (ii)   complying with Australian Accounting Standards (including the Australian
                       Accounting Interpretations) and the Corporations Regulations 2001.

          (b) the financial report also complies with International Financial Reporting Standards as
          disclosed in note 2.

          Report on the remuneration report
          We have audited the Remuneration Report included in pages 21 to 23 of the directors’ report for
          the year ended 30 June 2009. The directors of the company are responsible for the preparation
          and presentation of the remuneration report in accordance with Section 300A of the
          Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report,
          based on our audit conducted in accordance with auditing standards.

          Auditor’s opinion

          In our opinion, the remuneration report of ING Private Equity Access Limited for the year ended
          30 June 2009, complies with Section 300A of the Corporations Act 2001.




          KPMG




          Andrea Waters
          Partner

          Sydney

          21 August 2009




Page 64
  Additional ASX Disclosures
  Additional information required by the ASX Ltd listing rules and not disclosed elsewhere in this report is set out below.
  The information is current as at 10 August 2009.



  SHAREHOLDINGS
  Substantial Shareholders
  The number of shares held by substantial shareholders and their associates are set out below:

   Shareholder                                                                                                        Number

   Quay Fund Nominees Pty Limited ATF Quay Australia 4 Fund                                                       32,900,019

   ANZ Nominees Limited                                                                                           17,742,287


  Voting rights
  Ordinary shares

  Refer note 17 in the financial statements.

  Distribution of equity security holders

                                                                                               Number of
                                                                                                                  Number of
    Category                                                                                equity security
                                                                                                                     shares
                                                                                                   holders

   1 – 1,000                                                                                              64            27,931

   1,001 – 5,000                                                                                         724        2,380,511

   5,001 – 10,000                                                                                        553        4,333,752

   10,001 – 100,000                                                                                   1,062       30,732,009

   100,001 and over                                                                                      111      99,096,999

                                                                                                      2,514 136,571,202

   The number of shareholders holding less than a marketable parcel of securities is:                    264          418,361


  Securities exchange
  The Company is listed on the Australian Securities Exchange. The home exchange is Sydney.

  Other information
  ING Private Equity Access Limited, incorporated and domiciled in Australia, is a publicly listed Company
  limited by shares.




Page 65                                                                                          ING Private Equity Access Limited
          Twenty largest security holders
          The names of the twenty largest holders of quoted securities are:
           Name                                                                 Ordinary    Capital held
                                                                              shares held            (%)
           1     Quay Nominees Pty Limited                                    32,900,019          24.09
           2     ANZ Nominees Limited                                         17,742,287          12.99
           3     UBS Nominees Pty Ltd                                          5,491,946           4.02
           4     Mr Victor John Plummer                                        5,000,000           3.66
           5     Mr Ross Ian Thompson                                          2,617,647           1.92
           6     Mr Richard Hamilton Bartlett                                  2,440,206           1.79
           7     UBS Wealth Management Australia Nominees Pty Ltd              2,380,227           1.74
           8     Mr Kenneth John Butterfield                                   1,500,000           1.10
           9     J P Morgan Nominees Australia Limited                         1,202,336           0.88
           10    Jesena Pty Ltd                                                  965,624           0.71
           11    E J Hart Group Pty Ltd                                          900,000           0.66
           12    Issac Paul Ergas & Patrick Christian Paul Ergas                 810,720           0.59
           13    Mr Jon Douglas Schahinger & Dr Elizabeth Mary Frank             800,000           0.59
           14    Mrs Kathryn Margaret Evans                                      755,248           0.55
           15    Forbar Custodians Limited                                       708,618           0.52
           16    Mrs Elizabeth Carol Poland                                      667,962           0.49
           17    HSBC Custody Nominees (Australia) Limited                       643,999           0.47
           18    Oblique Pty Limited                                             600,000           0.44
           19    Mr Willem Bartus Josef Slot & Mrs Hanna Slot                    559,355           0.41
           20    Cogent Nominees Pty Limited                                     556,956           0.41
                                                                              79,243,150          58.02




Page 66
  INVESTMENT                                                   Investment Portfolio
                                                               The investments held by ING Private Equity
  Brokerage and Investment Transactions
                                                               Access Limited are:
  During the year, the Company paid approximately
  $Nil (2008: $6,454) in brokerage costs relating to           UNLISTED PRIVATE EQUITY INVESTMENTS
  13 (2008: 190) investment transactions.
                                                               Archer Capital Fund 3
  Management Agreement                                         Archer Capital Fund 4
  ING Private Equity Access Limited has appointed              Catalyst Buyout Fund 1
  ING Investment Management Limited as the Manager             CM Capital Venture Trust 4
  of the Company.
                                                               Hastings Private Equity Fund II
  The Company has appointed the Manager to:                    Ironbridge Capital 2003/4 Fund
  1.      invest and manage the Portfolio in accordance        NBC Private Equity Fund II
          with the terms of the Agreement; and                 NBC Private Equity Fund III
  2.      perform various administration services,             Pacific Equity Partners Fund III
          specifically:                                         Pacific Equity Partners Fund IV
   preparing financial statements required to be               Propel Private Equity Fund II
    issued by the Company;                                     Quadrant Private Equity Fund No.1
   assisting the Company to carry out company                 Quadrant Private Equity Fund No.2
    secretarial functions, including arranging meetings
                                                               Wolseley Partners Fund I
    of shareholders of the Company and liaising with
    the Company’s share registry;                              Wolseley Partners Fund 2

   assistance in preparing communications to
    shareholders of the Company;                               UNLISTED CO-INVESTMENTS
   assistance in preparing income tax returns and             Dilithium Networks
    maintaining tax related records for the Company;           Express Logistics Group Limited
    and                                                        Go Bus Group Limited
   the ongoing maintenance of the website for                 Innovair Limited
    the Company.
                                                               International Forwarding Limited
  In consideration of the services provided under the
                                                               New Zealand King Salmon Limited
  Agreement, the Manager is entitled to a Management
  Fee of 0.0833% of the value of the Portfolio calculated      NZP Holdings Limited
  on the last business day of each month (being a fee of       Paper Coaters Group Limited
  1% per annum of the value of the Portfolio), and paid        Rodd and Gunn Limited
  no less frequently than quarterly. From 1 January 2010,      Shears and Mac4 Limited
  the Management Fee will be reduced to 0.070833% of
                                                               Triton Hearing Clinics Limited
  the value of the Portfolio calculated on the last business
  day of each month (being a fee of 0.85% per annum of         Vitaco Group Limited
  the value of the Portfolio).
                                                               LISTED PRIVATE EQUITY INVESTMENTS
  Management and administration fees paid or
  accrued during the reporting year were $765,210              CathRX Limited
  (2008: $797,128).




Page 67                                                                                         ING Private Equity Access Limited
          Directory

          ING Private Equity Access Limited            Registrar
          ABN 48 107 843 381                           Link Market Services Limited
                                                       Level 12, 680 George Street
          Directors                                    Sydney NSW 2000, Australia
          Geoff Brunsdon (Independent, Non-Executive   T: 1800 891 098 (Australian investors)
          Director and Chairman)                       T: 0800 507 120 (New Zealand investors)
          Jon Schahinger (Managing Director)
                                                       Auditor
          Don Stammer (Independent and                 KPMG
          Non-Executive Director)                      10 Shelley Street
                                                       Sydney NSW 2000, Australia
          James Wright (Non-Executive Director)
                                                       Stock Exchange Listing
          Company Secretaries
                                                       Official list of the Australian Securities
          Graham Batten
                                                       Exchange Limited
          Chris Hadjia
                                                       Shares ASX Code: IPE
          Registered Office of the Company
                                                       Website
          Level 21, 83 Clarence Street
                                                       www.ingpeal.com.au
          Sydney NSW 2000, Australia
          Email: ingpeal@ingim.com.au
                                                       ING Private Equity Access Limited does not
          Manager
                                                       guarantee the repayment of capital or the
          ING Investment Management Limited            investment performance of the Company.
          Level 21, 83 Clarence Street
          Sydney NSW 2000, Australia
          T: 02 9276 6200
          www.ingim.com.au




Page 68
Annual report election and email notification service
Investors are able to update their shareholder details – including Annual Report Elections – online.
To directly access your shareholder records and             Alternatively, you may choose to contact Link Market
change your own Annual Report Election online:              Services on the details below:

1.   Visit the share registrar’s website at                 Link Market Services
     www.linkmarketservices.com.au.
                                                            Level 12, 680 George Street
2.   Select the Select Holding option.                      Sydney NSW 2000 Australia

3.   From the Company Name menu select                      Locked Bag A14
     ING Private Equity Access Limited.                     Sydney South, NSW 1235

4.   Enter your Shareholder Reference Number (SRN)          Free Call: 1800 891 098 (Australian investors)
     or Holder Identification Number (HIN), your             Toll Free: 0800 507 120 (New Zealand investors)
     surname or company name and your postcode to           Outside Australia: +61 2 8280 7185
     access your details.                                   Facsimile: +61 2 9287 0303
                                                            Email: registrars@linkmarketservices.com.au
5.   Select Communication Option to change your
                                                            Website: www.linkmarketservices.com.au
     Annual Report Election.
ING PRIVATE EQUITY ACCESS LIMITED
ABN 48 107 843 381

				
DOCUMENT INFO
Categories:
Tags:
Stats:
views:25
posted:6/25/2012
language:
pages:72
jolinmilioncherie jolinmilioncherie http://
About