Opportunity Fund Summary Considerations Expenses

Month BDC Fund II* S&P 500 TR NASDAQ Comp Dow Jones Russell 2000 (DRI)
FYE 2009 4.37% 5.49% 6.91% 7.37% 3.49%
FYE 2010 73.04% 15.07% 16.91% 11.02% 26.85%
FYE 2011 -46.38% 2.11% -1.80% 5.53% -4.18%
FYE 2012 28.21% 16.00% 15.19% 7.25% 16.34%
FYE 2013 13.20% 32.41% 38.33% 26.51% 38.82%
Inception to Date* 40.54% 91.38% 96.81% 70.68% 103.91%
1/1/12 to Date** 35.54% 53.60% 60.34% 35.69% 61.50%
* Fund's inception was October 1, 2009. Performance shown is net of all fees & expenses including management & performance fees. Past
performance is not necessarily indicative of future performance. This material does not constitute an offer to sell (nor the solicitation of an offer to
buy) interests in BDC Fund II, LP (the "Fund"). Offering is made by Private Placement Memorandum from a Principal only. The indices included
above are presented only to provide a general indication of U.S. Stock market performance for the periods indicated and not as a standard of
comparison because they are unmanaged, broadly based indices.
** Represents investor with initial contribution of 1/1/2012. (After revised investment strategy.)
The General Partner of
BDC Fund II, LP
The general partner of BDC Fund II, LP (the
Fund) is Southland Capital Management, LLC
(SCM), a limited liability company. SCM is
registered as an investment adviser in the State of
California and has discretionary trading authority.
Nicholas Marshi is the Chief Investment Ofcer;
William Hansen is the Chief Marketing Ofcer.
Prime Broker MS Howells and Co.
Custodian Pershing, LLC / The Bank of New York
Administrator PartnersAdmin, LLC Monthly statements
Auditor Rothstein Kass & Partners P.C. - Annual Audit
Legal Counsel Ragghianti / Freitas LLP
Web Site www.southlandcapitalmanagement.com
BDC Blog www.bdcreporter.com
AUM, USD $24 million
Gross Assets $65 million
Every year, thousands of companies in America raise
hundreds of billions of dollars of debt to nance buy-
outs, recapitalizations or to renance existing
obligations, typically by issuing bonds or by taking on
loans. At a time when interest rates are very low,
borrowers pay a premium to attract debt capital.
Depending on size, credit risk and market conditions
borrowers pay between 5%-15% per annum. Outside
of recessionary periods, these loans have very low
default rates, pay interest regularly and rank in
priority above the Private Equity groups, which
typically provide the equity capital for the underlying
transactions. Until recently investors could invest in
private company debt, which is also known as
leveraged nance, only through private partnerships
and only to a small number of borrowers. Moreover,
capital invested was typically tied up for several
years, and little information was provided about the
composition, performance, and value of the
underlying loans in these partnerships.
Southland Capital Management, LLC
604 Arizona Ave., Ste. 23
Santa Monica, CA 90401 800.579.1651
souLhlandcaplLalmanagemenL.com
Executive Summary | January 2014 | Page 1
Investment Opportunity
Investment Universe
However, in recent years, a number of publicly traded vehicles have been
launched which provide broad and diversied access to all types of
borrowers from the very largest corporations to the lower middle market.
SCM believes there is an exceptional opportunity for investors to achieve
above-average returns from investing in a carefully selected portfolio of
leveraged nance debt, with the added benets of liquidity and transparency
from investing in publicly traded and regulated instruments. Given the
relative stability of the income streams, SCM is comfortable using a modest
amount of leverage to enhance investor returns. The Fund is generally
leveraged 2:1.
The Fund selects investments from a universe of over 110 publicly traded
vehicles that specialize in leveraged nance bond and loan instruments to
over 5,000 different borrowers. The Funds investments are in 3 categories
of debt instruments: below investment grade bonds (also known as high
yield bonds), oating rate senior bank loans and Business Development
Company (BDC) loans.
We invest in the high yield sector through over thirty different Exchange
Traded Funds (ETFs) and Closed End Funds (CEFs) that specialize in
these instruments, with assets in excess of $40 billion. Typically high yield
investments are to larger sized borrowers, in xed rate debt, across a range
of maturities and industries. The ETF and CEF vehicles we invest in pay out
net income earned on a monthly or quarterly basis.
We also invest in more than fteen ETF and CEF vehicles that specialize in
oating rate bank loans, with total assets of $10 billion. Typically, these
loans are made to larger sized companies, and usually are secured by
collateral. The interest rate on the debt oats in that the rate borrowers
pay changes quarterly, usually based on changes in the London Interbank
Offer Rate (commonly known as LIBOR). Again, the ETF and CEF
vehicles typically pay out all net interest earned (after expenses) monthly.
We also make investments in Business Development Companies. A BDC is
a unique kind of investment vehicle, set up by the Congress in 1980, with
the express purpose of encouraging investments in American private
companies. Companies that choose to become BDCs are not required to
pay corporate tax on their income, but must distribute at least ninety percent
of their taxable ordinary income to investors, and are required to use only
modest amounts of indebtedness. There are over 35 BDCs in existence,
with total investment assets of over $30bn in over 2,000 private companies.
All BDCs are publicly registered investment companies with debt or shares
that trade on an U.S. stock exchange.
There are over 35
Business Development
Companies in
existence; with total
investment assets of
over $30 billion in over
2,000 private
companies.

Opportunity Fund Summary Considerations Expenses

Executive Summary | January 2014 | Page 2
Southland Capital Management, LLC
604 Arizona Ave., Ste. 23
Santa Monica, CA 90401 800.579.1651
souLhlandcaplLalmanagemenL.com
Opportunity Fund Summary Considerations Expenses
Investment Strategy:
The Funds principal objective is to generate a stable stream
of investment income by assembling a highly diversied
portfolio of leveraged debt; while simultaneously seeking to
preserve capital by avoiding investments that might drop
permanently in value. SCM undertakes a bottom up analysis
on all the investments in the Funds universe, reading all
public lings, published articles and, where possible, talking to
management, analysts and experts. The Funds extensive
research is contained in a proprietary database, which is
critical to SCMs selection of appropriate investments.
Moreover, by using leverage of up to 2x the Funds equity, the
goal is to generate superior levels of income for investors.
Although the Funds universe of investments pay out
relatively stable distributions, their stock price
movements are subject to wide uctuations, i.e. market
volatility. The Fund seeks to reduce market volatility by a
variety of methods. SCM will periodically shift the Funds
investment mix between the different types of leveraged
debt instruments mentioned above and/or will reduce
leverage by selling assets. Moreover, SCM will sell
short over-valued securities where appropriate to take
advantage of drops in market value.
SCMs principals have substantial experience
in leveraged debt investing, and in hedge fund
management.
The Funds principals together have over 50 years of
experience in leveraged nance, Mr. Marshi, who serves as
the Chief Investment Ofcer, was previously a commercial
lender and investment banker with Citibank and Kleinwort
Benson, as well as the founder and Managing Director of two
private equity rms: Kensington Capital Corporation and
Southland Capital Partners. Moreover, Mr. Marshi has been
investing personal and family funds in leveraged debt
investments for over 10 years. Mr Marshi edits the highly
regarded specialist nancial website BDC
Reporter (www.bdcreporter.com), and is a regular
contributor on Seeking Alpha. Messrs. Marshi and Hansen
have been managing the Fund for 4 years, and a second
fund since February 2011. SCM is a Registered Investment
Advisor based in California.
Leveraged debt investments expected to
generate stable income for the foreseeable
future.
SCM believes that the Federal Reserves commitment to
maintain interest rates at historically low levels through
2016 or beyond, coupled with improved corporate earnings
and balance sheets, will ensure debt investments will
provide a steady source of income to investors in the years
ahead under most potential economic conditions.
The Funds portfolio is highly diversied.
By investing in a mix of high yield bond instruments, oating
rate loans and BDC common stock and Notes, each of
which is typically making loans to 50 - 500 borrowers, the
Fund's risk exposure is highly fragmented. SCM estimates
that the portfolio has exposure to companies in every sector
of the U.S. economy, in every region of the country, and of
every size from starts-ups to businesses with billions in
revenues. SCM estimates the Fund has exposure to
thousands of leveraged debt borrowers, a degree of
diversication far in excess of any mutual fund, closed end
fund or hedge fund investment.
Investment Considerations
Executive Summary | January 2014 | Page 3
Southland Capital Management, LLC
604 Arizona Ave., Ste. 23
Santa Monica, CA 90401 800.579.1651
souLhlandcaplLalmanagemenL.com
Opportunity Fund Summary Considerations Expenses
Modest use of margin borrowing results in very
high levels of investment income compared to
other investment opportunities.
The Fund generally borrows up to two times its capital to take
advantage of the arbitrage between the high yields on
leveraged debt investments and the low cost of borrowing
(currently under 1.0% per annum). Currently the Fund is
generating a gross yield of 2.0% monthly, or 24.0% per
annum. By comparison, 10 Year U.S. Treasuries yield 3.0%,
Real Estate Investment Trusts 4.2%, investment grade bonds
3.2%, and energy Master Limited Partnerships 6.0%.
Investors have option to receive distributions
monthly.
The Fund provides every investor with the option of being
paid their share of gross dividend income on a monthly basis,
or reinvesting the proceeds.
The Fund has generated volatile but superior
returns since inception.
Given the use of leverage, the Funds monthly results have
been subject to above average volatility since the launch of
the Fund in October 2009. In 2010, the Fund was one of the
best performing funds in America with a 73% return.
However, the Fund was negatively impacted by the nancial
crisis of 2011, which resulted in being down -46%. However,
after taking measures to reduce volatility, the Fund performed
very well in 2012 & 2013. For the year ending 2013, the Fund
was up 13% in a difcult year for debt investments. Inception
to date, the fund is up 40.54%. Since SCMs change of
investment strategy in January 2012, the Fund is up 35.54%
in two years. All performance results are after all fees and
expenses.
The Funds portfolio is highly liquid.
All the Funds investments are in public equity securities
traded on a major U.S. exchange, which are
independently valued on a daily basis, and which can be
liquidated on short notice. The liquidity of the Fund's
investments allows SCM to quickly redeploy assets
across the leveraged debt market to take advantage of
investment opportunities and to meet any investor
redemption requests on very short notice.
No Lock-Up Period on Capital.
Any Limited Partner may withdraw all or some of their
capital or income at the end of any month, subject only to
a minimum investment amount and on at least ten
days advance notice.
The Funds nancial management is fully
transparent.
PartnersAdmin, a respected third party fund
administrator, calculates the Funds returns and provides
monthly nancial statements to every Limited Partner.
Rothstein Kass & Partners P.C., a leading hedge fund
accounting rm, undertakes a full audit of the Fund,
which is circulated to the Limited Partners annually.
Pershing LLC serves as independent custodian for all
investments. Pershing is a subsidiary of the Bank of New
York Mellon and is the custodian for over 1,500
institutional clients, and holds custody assets in excess
of $1 trillion. M.S. Howells & Co, a leading Scottsdale
based broker-dealer, serves as the Funds prime broker.
SCMs principals interests are aligned with
the Limited Partners.
SCM#s principals, as well as members of their extended
family, have invested substantial portions of their own
capital in the Fund. Moreover, the principals are
committed to retaining their general partnership interest
for the life of the Fund.
Investment Considerations (contd)
Executive Summary | January 2014 | Page 4
Southland Capital Management, LLC
604 Arizona Ave., Ste. 23
Santa Monica, CA 90401 800.579.1651
souLhlandcaplLalmanagemenL.com
Opportunity Fund Summary Considerations Expenses
The Fund is offering its limited partnership interests
(Interests) to a limited number of qualied subscribers
generally individuals with a net worth of at least $1.5
million and entities with assets of at least $5 million. The
minimum initial investment is $250,000. SCM may, in its
discretion, waive or change the investment minimum.
There is no minimum or maximum amount of Interests to
be sold. Limited Partners are admitted on the rst day of
each month in SCMs discretion. Full payment for
Interests must be made at the time of subscription.
The Offering / Minimum Investment
Management Fee & Expenses
Executive Summary | January 2014 | Page 5
Management Fee. The Fund pays a Management Fee
to SCM of approximately 2.0% per annum of each
Limited Partners pro rate share of the value of the
Funds total assets, including leveraged amounts.
Performance Allocation. At the end of each scal year
(or a shorter period in certain circumstances), net
prots and net losses for the year are allocated among
the Partners, and SCM receives a Performance
Allocation as to each Limited Partner equal to twenty
percent (20%) of the net prots allocated to that Limited
Partner, but only to the extent those net prots exceed
net losses previously allocated to the Limited Partner
that have not been recovered.
Solely for purposes of computing the Performance
Allocation, net prots and net losses include unrealized
gains and losses. This limitation prevents SCM from
receiving a Performance Allocation as to prots that
simply restore previous losses. SCM is entitled to
receive a Performance Allocation as to a Limited
Partner only to the extent the Limited Partners
cumulative share of prots through the current period
exceeds the highest level of prots allocated to it for all
prior periods. If a Limited Partner withdraws or is
distributed capital from the Fund, that Limited Partners
Unrecouped Losses are reduced proportionately based
on the amount withdrawn or distributed.
Expenses. The Fund will pay or reimburse SCM for
certain costs and expenses incurred by or on behalf of
the Fund, or for the Funds benet, including without
limitation:
Southland Capital Management, LLC
604 Arizona Ave., Ste. 23
Santa Monica, CA 90401 800.579.1651
souLhlandcaplLalmanagemenL.com
Southland Capital Management, LLC
604 Arizona Ave., Ste. 23, Santa Monica, CA 90401
www.souLhlandcaplLalmanagemenL.com
Opportunity Fund Summary Considerations Expenses
Organizational and
Offering Expenses
Organizational expenses include, legal, accounting and government ling fees.
Operating Expenses
Operating expenses include, (A) the Funds ongoing accounting, auditing,bookkeeping,
tax preparation, administration, legal, consulting and other professional fees and
expenses; (B) all costs of communications with Limited Partners; (C) investment and
research-related expenses including all commissions, bid-ask spreads, markups,
interest on margin borrowing, costs relating to short sales, transfer taxes, custodian
fees, etc.
Overhead
The General Partner will pay, and shall not be reimbursed by the Partnership, for its
own overhead expenses. These include: rent, employee salaries and benets
insurance.
This Presentation is not an offer to sell or a solicitation of an offer to buy an interest in BDC Fund II, LP (the Fund). This presentation
is intended merely to determine expressions of interest in the Fund. Any offer or solicitation may only be made after delivery of the
Funds Condential Offering Memorandum. This presentation does not include certain information that should be considered relevant
to any future investment in the Fund, including, but not limited to, signicant risk factors and complex tax considerations.
Executive Summary | January 2014 | Page 6
lor More lnformauon lease ConLacL:

8lll Pansen
1el: 800.379.1631
eMall: bhansen[souLhlandcaplLalmanagemenL.com