EFTA Document EFTA01397800

Greg Martin Proprietary and Confidential — Private Placement Memorandum Glendower Access Secondary Opportunities IV (U.S.), L.P. An "Access Fund" into Glendower Capital Secondary Opportunities Fund IV, LP Offering of Limited Partner Interests January 2018 Important Disclosures EFTA01397800 Greg Martin This confidential private placement memorandum (as amended or supplemented from time to time, this "Memorandum") is furnished on a confidential basis by iCapital Advisors, LLC or an affiliate (the "Investment Manager") to a limited number of sophisticated investors ("Investors") for the purpose of providing certain information about an investment in limited partner interests (the "Interests") in Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware limited partnership (the "Access Fund"). The Access Fund expects to invest substantially all of its assets in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership (together with its parallel funds and alternative investment vehicles, if applicable, the "Underlying Fund"). The Confidential Private Placement Memorandum of the Underlying Fund dated October 2017 (as supplemented by the Supplement to the Confidential Private Placement Memorandum dated November 2017 and as may be amended, restated and/or further supplemented from time to time, the "Underlying Fund PPM") is attached hereto on a confidential basis as Appendix A and is incorporated herein by reference. The investment and business objective of the Access Fund is to acquire a direct limited partner interest in the Underlying Fund. The Underlying Fund PPM is an integral part of this Memorandum, therefore, prospective investors should carefully read the Underlying Fund PPM. This Memorandum is qualified in its entirety by the Underlying Fund PPM and the limited partnership agreement of the Underlying Fund (as may be amended or otherwise supplemented from time to time, the "Underlying Fund LPA"), which shall be provided upon request by Glendower Access Secondary Opportunities IV GP LLC (the "General Partner") or Investment Manager. In the event of any conflict or inconsistency between such reference or terms described in this Memorandum relating to the Underlying Fund and the Underlying Fund PPM, the Underlying Fund PPM shall control. In the event of any conflict or inconsistency between such reference or terms described in the Underlying Fund PPM and the Underlying Fund LPA, the Underlying Fund LPA shall control. Neither the Interests nor the interests in the Underlying Fund have been recommended, approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC"), or by any other U.S. federal or state securities commission, regulatory authority, or any non-U.S. securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Memorandum. Any EFTA01397801 representation to the contrary may be a criminal offense. Neither the Interests nor the interests in the Underlying Fund have been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any U.S. state or the securities laws of any other country or jurisdiction, nor is such registration contemplated. The Interests will be offered and sold in the U.S. in reliance upon the exemptions provided in the Securities Act and/or Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made, and in compliance with any applicable U.S. state or other securities laws. The Interests may not be sold or transferred (i) except as permitted under the Partnership Agreement and (ii) in compliance with all applicable U.S. federal, state and non-U.S. securities laws and any contractual restrictions imposed by the Underlying Fund. It is not expected that the Interests or the interests in the Underlying Fund will be registered under the Securities Act, or any other securities laws. Neither the Access Fund nor the Underlying Fund will be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). Consequently, investors will not be afforded the protections of the Investment Company Act. The Interests are being offered pursuant to an exemption from the registration requirements of the Securities Act. Each investor must be a U.S. person that is (x) an "accredited investor" as defined within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, (y) a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act and (z) a "qualified client," as defined in the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"). There is no public market for the Interests, and no such market is expected to develop in the future. Neither the General Partner nor the Investment Manager is authorized or expected to become authorized under the European Union's Directive 2011/61/EU on Alternative Investment Fund Managers (the "AIFM Directive") as of the date of this Memorandum, and the substantive requirements applicable to an authorized "Alternative Investment Fund Manager" ("AIFM") under the AIFM Directive or any national implementing law are not applicable to the General Partner or the Investment Manager. Neither the General Partner nor the Investment Manager will market interests (or permit interests to be marketed on their behalf) to any prospective investor located, resident or domiciled or with a registered office in or Proprietary and Confidential EFTA01397802 -ii EFTA01397803 Greg Martin organize under the laws of a relevant member state (each, a "Member State") of the European Economic Area ("EEA")1 when such marketing is reasonably likely to give rise to the application of any requirement of the AIFM Directive to the General Partner or the Investment Manager. In the event a prospective investor inadvertently receives this Memorandum while located in the EEA, the prospective investor should disregard this Memorandum and return the Memorandum to the applicable Placement Agent (as defined below). Investment in the Access Fund is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Access Fund. Investors in the Access Fund must be prepared to bear such risks for an extended period of time. No assurance can be given that the Access Fund's investment objectives will be achieved, that investors will receive a return of their capital or that substantial losses will be avoided. Investors could lose the entire value of their investment. Purchasers of Interests will not be limited partners of the Underlying Fund, will have no direct interest in the Underlying Fund, will have no voting rights in the Underlying Fund and will have no standing or recourse, and may not bring an action against, the Underlying Fund or the general partner of the Underlying Fund (the "Glendower GP") and their respective affiliates or any of their respective advisors, officers, directors, employees, partners or members (together with the Glendower GP, Glendower Capital, LLP and Glendower Capital (U.S.), LLC, "Glendower") for any breach of the Underlying Fund LPA. To the fullest extent permitted by law, the Access Fund may bring legal action against the Underlying Fund or Glendower only at the initiative of the General Partner or the Investment Manager, as a delegate of the General Partner. None of the Underlying Fund or Glendower: (i) is responsible for the organization, operation or management of the Access Fund; (ii) has participated in, or is responsible for, the offering of Interests; (iii) has participated, or will participate, in the preparation of, or shall be responsible for, the contents of any of this Memorandum (other than Appendix A), the Partnership Agreement, the subscription agreement and related documents thereto, (the "Subscription Agreement") or any related agreements, instruments or accompanying sales documentation; (iv) makes any representation with respect to the adequacy or sufficiency of the information contained in this Memorandum to any investor EFTA01397804 in the Access Fund regarding the Underlying Fund or responsibility to update any information contained herein for the purpose of the (v) has endorsed or made any recommendations, representations or warranties with Interests; or (vi) is acting as a fiduciary or is providing investment advice with respect to the Interests. Furthermore, Glendower has not made any representation or warranty, express or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of any of the information contained in this Memorandum, and it expressly disclaims any responsibility or liability therefor. Glendower has no responsibility to update any of the information provided in this Memorandum. The information contained herein relating to the Underlying Fund, including, the information contained in the appendices hereto, was obtained from Glendower. Such information contained in this Memorandum does not purport to be complete and is subject to the more detailed information operational documents of the Underlying Fund, which documents may modified from time to time. None of the Placement Agents, the Access Fund, the General Partner the Investment Manager participated in the preparation of such documents or any underlying information obtained from such documents or conducted any due diligence or verification efforts with respect thereto, and none of them makes any representation regarding, and each liability or responsibility to any Investor in the Access Fund for, such information relating to the Underlying Fund set forth therein or omitted Interests is not, and should not be considered, an offering of interests in the Access Fund is being established to invest in the Underlying Fund, affiliate of the Underlying Fund or Glendower and an investment in the Access investment in the Underlying Fund. Furthermore, the offering of Interests considered, an offering of direct or 1 The following countries are in the EEA: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Republic of Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, The Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom of Great Britain and Northern Ireland. undertakes any offering of Interests; respect to the in the Underlying Fund PPM and the be amended, restated or otherwise or of them expressly disclaims any information or any other therefrom. The offering of Underlying Fund. Although the the Access Fund is not an Fund is different from an is not, and should not be EFTA01397805 Proprietary and Confidential -iii EFTA01397806 Greg Martin indirect interests in other funds managed or under the control of Glendower. Moreover, none of the limited partners of the Access Fund (the "Limited Partners"), the General Partner, Investment Manager or any of their respective affiliates has either (i) the right to participate in the control, management or operations of the Underlying Fund or (ii) commit the Underlying Fund, Glendower or any of their respective affiliates. the right to participate in the control, management or operations of the Access any of their respective affiliates or (ii) the power to legally bind or commit the Access Fund, the General Partner or any of their respective affiliates except in certain limited circumstances set forth in the Underlying Fund LPA. If the Access Fund fails to make a capital contribution with respect to its investment in the Underlying Fund when due, whether as a result of a default of a Limited Partner or otherwise, the Underlying Fund may (but is not required to) exercise various remedies against the Access Fund and/or its Limited Partners on a look through basis, including forfeiture of all of its investment in the Underlying Fund. Both the Access Fund and the Underlying Fund impose administrative or management fees, custodial accounting and other service fees, performance allocations and other expenses that will reduce returns and returns to Limited Partners are likely to be lower than those from a direct investment in the Underlying Fund. Nothing contained in this paragraph or elsewhere in this Memorandum shall constitute a waiver by any investor or potential investor in the Access Fund of any of its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. By subscribing for an interest in the Access Fund, each Limited Partner will be deemed to agree that Glendower will be a third-party beneficiary of this paragraph. The historical investment performance incorporated herein provides no assurance of the future performance of the Underlying Fund or of the future performance of the Access Fund and is not indicative of future results. There can be no assurance that the Underlying Fund will achieve comparable results. Return calculations in the Underlying Fund PPM include valuations for unrealized investments. Actual realized returns on unrealized investments will depend on, among other factors, future operating results, market conditions at the time of disposition, legal and contractual restrictions on transfer that may limit the power to legally bind or No Glendower entity has (i) Fund, the General Partner or EFTA01397807 liquidity, any related transaction costs and the timing and manner of disposition, all of which may differ from the assumptions and valuations used in the historical investment performance data incorporated herein. Accordingly, the actual realized returns on unrealized investments may differ materially from the returns incorporated herein. There can be no assurance that the Underlying Fund will be able to implement its investment strategy, achieve its investment objective or avoid substantial losses. This Memorandum contains forward-looking statements, which can be identified by the use of forward-looking terminology such as "may," "seek," "expect," "estimate," or "believe" or the negatives thereof or other variations thereon or comparable terminology. Forward-looking statements are statements that are not historical facts, including statements about beliefs and expectations. Any statement in this Memorandum that contains intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These assumptions are based on plans, estimates, and projections, as they are currently available. Forward-looking statements therefore speak only as of the date they are made, and none of the Underlying Fund, Glendower, the Access Fund, the General Partner, the Investment Manager or any of their respective affiliates undertakes to update any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could therefore cause actual results of the Underlying Fund and the Access Fund to differ materially from those contained in any forward-looking statement. The terms of the Underlying Fund have not been finalized and may be subject to change in connection with continuing negotiation with prospective investors. The final terms of the Underlying Fund may be different from those summarized herein or provided in the materials incorporated by reference herein. A prospective investor should not invest unless it is able to sustain the loss of all or a significant portion of its investment. In making an investment decision, investors must rely on their own examination of the Access Fund and the terms of the offering, including the merits and risks involved, not all of which are discussed in this Memorandum. Proprietary and Confidential -iv EFTA01397808 Greg Martin Prospective investors should not construe the contents of this Memorandum as legal, tax, investment, or accounting advice. Each prospective investor is urged to consult with its own advisors with respect to the legal, tax, regulatory, financial, and accounting consequences of an investment in the Access Fund. This Memorandum is not a prospectus and does not purport to contain all information an investor may require to form an investment decision. It is not intended to be relied upon solely in relation to, and must not be taken solely as the basis for, an investment decision. This Memorandum contains a summary of the Partnership Agreement, the Subscription Agreement and certain other documents referred to herein. However, the summaries set forth in this Memorandum do not purport to be complete and are subject to and qualified in their entirety by reference to the Partnership Agreement, Subscription Agreement and such other documents, copies of which will be provided to any prospective investor upon request and which should be reviewed for complete information concerning the rights, privileges, and obligations of investors in the Access Fund. In the event that the descriptions or terms in this Memorandum are inconsistent with or contrary to the descriptions in or terms of the Partnership Agreement or such other documents, the Partnership Agreement and such other documents shall control. The General Partner reserves the right to modify the terms of the offering and the Interests described in this Memorandum. The Interests are offered subject to the General Partner's ability to reject any prospective investor's commitment, in whole or in part, in its sole discretion. By executing a Subscription Agreement, an Investor (i) agrees to be, and upon acceptance of such subscription by the General Partner shall be, bound as a Limited Partner of the Access Fund by the terms, provisions and requirements applicable to interests and Limited Partners of the Access Fund as set forth in the Partnership Agreement, as such Partnership Agreement may be amended or supplemented from time to time, and (ii) acknowledges the terms, provisions and requirements set forth herein and therein that are applicable to the Access Fund, the General Partner and the Investment Manager, as the case may be. Notwithstanding anything in this Memorandum to the contrary, to comply with U.S. Treasury Regulations Section 1.6011-4(b)(3)(i), each investor (and any employee, representative, or other agent of such investor) may disclose to any and all persons, without limitation of any kind, the U.S. federal, state, or local income tax treatment and tax structure of the Access Fund or any transactions EFTA01397809 undertaken by the Access Fund, it being understood and agreed, for this purpose, (i) the name of, or any other identifying information regarding (A) the Access Fund or any existing or future investor (or any affiliate thereof) in the Access Fund, or (B) any investment or transaction entered into by the Access Fund, and (ii) any performance information relating to the Access Fund or its investments. You are hereby informed that (a) the information contained in this Memorandum is not intended or written to be used, and cannot be used, by an investor for the purpose of avoiding penalties that the U.S. Internal Revenue Service may attempt to impose on such investor, (b) the information was written to support the promotion or marketing of the transactions or marketing of the transactions or matters addressed by the written information and (c) investors should seek advice based on their particular circumstances from an independent tax advisor. During the course of the offering and prior to a purchase of Interests by a prospective investor, each offeree of the Interests and its purchaser representative(s), if any, are invited to meet with representatives of the Access Fund and to discuss with, ask questions of, and receive answers from such representatives concerning the terms and conditions of the offering, and to obtain any additional information, to the extent that such representatives possess such information or can acquire it without unreasonable effort or expense, necessary to verify the information contained in this Memorandum. Subject to the foregoing, any representation or information not contained herein must not be relied upon as having been authorized by the Underlying Fund, Glendower, the Access Fund, the General Partner, the Investment Manager, the Placement Agents, or any of their respective affiliates since no person has been authorized to make any such representations or to provide any such information. The delivery of this Memorandum does not imply that the information contained herein is correct as of any date subsequent to the date on the cover hereof or, if earlier, the date when such information is Proprietary and Confidential -v EFTA01397810 Greg Martin referenced. Neither Glendower nor the Underlying Fund is responsible for updating any information provided in this Memorandum. The minimum subscription for Interests is $250,000, although the General Partner may accept subscriptions to the Access Fund for lesser amounts in its sole discretion. The distribution of this Memorandum and the offer and sale of the Interests in certain jurisdictions may be restricted by law. This Memorandum does not constitute an offer to sell or the solicitation of an offer to buy in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. Accordingly, the Interests may not be offered or sold, directly or indirectly, and this Memorandum may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable to such jurisdiction. This Memorandum contains confidential, proprietary, trade secret, and other commercially sensitive information and should be treated in a confidential manner. The acceptance of this document constitutes an agreement to: (i) keep confidential all the information contained in this Memorandum and the Underlying Fund PPM, as well as any information derived from the information contained in this Memorandum (collectively, "Confidential Information") and not disclose any such Confidential Information to any other person, (ii) not use any of the Confidential Information for any purpose other than to evaluate an investment in the Access Fund, (iii) not use the Confidential Information for purposes of trading any security or other financial interests on the basis of any such information and (iv) promptly return this Memorandum and any copies hereof to the General Partner upon the General Partner's request, in each case subject to the confidentiality provisions more fully set forth in this Memorandum and any written agreement between the recipient and the General Partner or Investment Manager, if any. For additional information, please contact: Investor Relations Institutional Capital Network, Inc (212) 994-7333 [email protected] Proprietary and Confidential -vi EFTA01397811 IppliGreg Martin AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ACCESS FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE INTERESTS HAVE NOT BEEN RECOMMENDED BY ANY U.S. FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS MEMORANDUM SUPERSEDES ANY AND ALL TERM SHEETS, PITCH BOOKS, PRELIMINARY INVESTMENT PROPOSALS OR ANY OTHER OFFERING LITERATURE DELIVERED TO A PROSPECTIVE INVESTOR PRIOR TO THE DATE OF DELIVERY OF THIS MEMORANDUM TO SUCH PROSPECTIVE INVESTOR IN CONNECTION WITH THIS OFFERING. NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS MEMORANDUM AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ACCESS FUND, THE GENERAL PARTNER, THE INVESTMENT MANAGER, GLENDOWER, OR ANY OF THEIR AFFILIATES (OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, PARTNERS, SHAREHOLDERS OR AGENTS). ANY PURCHASE OF INTERESTS MADE BY ANY INVESTOR ON THE BASIS OF INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR INCONSISTENT HEREWITH SHALL BE SOLELY AT THE RISK OF SUCH INVESTOR. EACH RECIPIENT OF THIS MEMORANDUM ACKNOWLEDGES THAT PROSPECTIVE LIMITED PARTNERS IN THE UNDERLYING FUND HAVE RECEIVED CERTAIN MATERIALS PREPARED BY GLENDOWER THAT MAY CONTAIN ADDITIONAL INFORMATION REGARDING THE UNDERLYING FUND AND ITS PORTFOLIO, WHICH HAVE NOT BEEN INCLUDED IN THIS MEMORANDUM. SUCH INFORMATION, HAD IT BEEN PROVIDED TO THE INVESTOR, MAY HAVE BEEN MATERIAL TO THE INVESTOR'S DECISION WHETHER OR NOT TO INVEST IN THE ACCESS FUND. BY ACCEPTING THIS MEMORANDUM, EACH INVESTOR AGREES TO THE FOREGOING. THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. EACH HOLDER OF INTERESTS WILL BE REQUIRED UPON REQUEST BY THE GENERAL PARTNER TO CERTIFY AS TO THE BENEFICIAL OWNERSHIP OF SUCH INTERESTS AND ANY INTEREST THEREIN IN ORDER TO ASSURE THAT THE ASSETS OF THE ACCESS FUND WILL NOT BE PLAN ASSETS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED. IT IS INTENDED THAT THE TOTAL NUMBER OF INTERESTS THAT MAY BE PURCHASED WITH CERTAIN TYPES OF FUNDS MAY BE LIMITED, AND EACH INVESTOR WHO BECOMES A LIMITED PARTNER OF THE ACCESS FUND AND ANY SUBSEQUENT TRANSFEREE WILL BE REQUIRED TO PROVIDE INFORMATION AND CERTIFICATIONS REGARDING THE SOURCE OF FUNDS USED TO ACQUIRE THE INTERESTS. TO BE EFFECTIVE, ALL TRANSFERS OF INTERESTS MUST BE RECORDED IN THE LIST OF PARTNERS OF THE ACCESS FUND MAINTAINED BY THE GENERAL PARTNER. Proprietary and Confidential -vii EFTA01397812 Greg Martin EXEMPTION FROM REGISTRATION UNDER COMMODITY EXCHANGE ACT ALTHOUGH THE ACCESS FUND IS PERMITTED TO DIRECTLY OR INDIRECTLY TRADE COMMODITY FUTURES, SWAPS AND/OR OTHER COMMODITY INTERESTS (COLLECTIVELY, "COMMODITY INTERESTS"), THE GENERAL PARTNER IS EXEMPT FROM REGISTRATION WITH THE U.S. COMMODITY FUTURES TRADING COMMISSION ("CFTC") AS A COMMODITY POOL OPERATOR ("CPO") AND PLANS TO FILE WITH THE NATIONAL FUTURES ASSOCIATION (THE "NFA") A NOTICE OF EXEMPTION FROM REGISTRATION WITH THE CFTC AS A CPO PURSUANT TO CFTC RULE 4.13(a)(3). THEREFORE, UNLIKE A REGISTERED CPO, THE GENERAL PARTNER IS NOT REQUIRED TO PROVIDE PROSPECTIVE INVESTORS WITH A CFTC COMPLIANT DISCLOSURE DOCUMENT, NOR IS IT REQUIRED TO PROVIDE INVESTORS WITH CERTIFIED ANNUAL REPORTS THAT SATISFY THE REQUIREMENTS OF CFTC RULES APPLICABLE TO A REGISTERED CPO. IN ADDITION, BY VIRTUE OF ITS RELIANCE ON CFTC RULE 4.14(a)(3), THE GENERAL PARTNER WILL BE EXEMPT PURSUANT TO CFTC RULE 4.14(a)(5) FROM REGISTRATION WITH THE CFTC AS A COMMODITY TRADING ADVISOR ("CTA") WITH RESPECT TO ADVICE THAT IT PROVIDES TO THE ACCESS FUND, AND AS SUCH IT WILL NOT BE REQUIRED TO SATISFY CERTAIN DISCLOSURE AND OTHER REQUIREMENTS UNDER CFTC RULES. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE CFTC HAS NOT REVIEW OR APPROVED THIS OFFERING OR THIS MEMORANDUM. THE GENERAL PARTNER WILL RELY UPON THE EXEMPTION FROM CPO REGISTRATION UNDER CFTC RULE 4.13(a)(3) (AND, CORRELATIVELY, THE EXEMPTION UNDER CFTC RULE 4.14(a)(5)) BECAUSE (AMONG MEETING OTHER REQUIREMENTS): (I) THE INTERESTS IN THE ACCESS FUND ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ARE OFFERED AND SOLD WITHOUT MARKETING TO THE PUBLIC IN THE UNITED STATES; (II) PARTICIPATION IN THE ACCESS FUND IS LIMITED TO "ACCREDITED INVESTORS" (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT) AND "QUALIFIED PURCHASERS" (AS DEFINED IN THE INVESTMENT COMPANY ACT), AND (III) (A) AT ALL TIMES THE AMOUNT OF COMMODITY INTEREST POSITIONS TO WHICH THE ACCESS FUND IS DIRECTLY AND/OR INDIRECTLY EXPOSED DOES NOT EXCEED THE FOLLOWING LEVELS SPECIFIED IN CFTC REGULATION 4.13(a)(3)(ii): EITHER (X) THE AGGREGATE INITIAL MARGIN AND PREMIUMS REQUIRED TO ESTABLISH COMMODITY INTEREST POSITIONS WILL NOT EXCEED 5% OF THE LIQUIDATION VALUE OF THE ACCESS FUND; AND/OR (Y) THE AGGREGATE NET NOTIONAL VALUE OF COMMODITY INTEREST POSITIONS OF THE ACCESS FUND WILL NOT EXCEED 100% OF THE LIQUIDATION VALUE OF THE ACCESS FUND'S PORTFOLIO; AND/OR (B) THE GENERAL PARTNER DOES NOT KNOW AND COULD NOT REASONABLY KNOW THAT THE ACCESS FUND'S INDIRECT EXPOSURE TO COMMODITY INTERESTS DERIVED FROM CONTRIBUTIONS TO THE UNDERLYING FUND IN WHICH THE ACCESS FUND INVESTS EXCEED THE LEVELS SPECIFIED IN CFTC REGULATION 4.13(a)(3)(ii), EITHER CALCULATED DIRECTLY, OR THROUGH THE USE OF CFTC GUIDANCE ESTABLISHED IN APPENDIX A OF PART 4 OF THE CFTC'S REGULATIONS BEFORE SUCH APPENDIX WAS RESCINDED. TO THE EXTENT THE EXEMPTION CRITERIA CHANGES IN THE FUTURE, THE GENERAL PARTNER MAY SEEK TO COMPLY WITH ANY APPLICABLE DIFFERENT CRITERIA AND/OR OTHER EXEMPTIONS. AS A RESULT OF THE GENERAL PARTNER'S RELIANCE ON THE EXEMPTION FROM CPO REGISTRATION UNDER CFTC RULE 4.13(a)(3), AN INVESTOR THAT HAS 25% OR GREATER INTEREST IN THE ACCESS FUND AND OWNS OR CONTROLS COMMODITY FUTURES OR FUTURES OPTION CONTRACTS SUBJECT TO CFTC POSITION LIMITS WILL BE REQUIRED TO EFTA01397813 Proprietary and Confidential -viii EFTA01397814 Greg Martin AGGREGATE SUCH POSITIONS, FOR CFTC POSITION LIMIT AND LARGE TRADER REPORTING PURPOSES, WITH ANY DIRECT OR INDIRECT POSITIONS OF THE ACCESS FUND IN SUCH CONTRACTS. IN THE FUTURE, SIMILAR AGGREGATION REQUIREMENTS WILL BE APPLICABLE TO POSITIONS IN CERTAIN SWAPS THAT ARE ECONOMICALLY EQUIVALENT TO COMMODITY FUTURES AND FUTURES OPTIONS POSITIONS. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN LEGAL ADVISORS WITH RESPECT TO THE POTENTIAL APPLICATION OF POSITION AGGREGATION AND REPORTING REQUIREMENTS TO THEIR OWNERSHIP OR CONTROL OF COMMODITY INTEREST CONTRACTS. THE INVESTMENT MANAGER HAS FILED WITH THE NFA A NOTICE OF EXEMPTION FROM REGISTRATION WITH THE CFTC AS A CTA PURSUANT TO CFTC RULE 4.14(a)(8). THE INVESTMENT MANAGER QUALIFIES FOR THE EXEMPTION UNDER CFTC RULE 4.14(a)(8) ON THE BASIS THAT (A) IT IS REGISTERED AS AN INVESTMENT ADVISER UNDER THE ADVISERS ACT, (B) ITS ADVICE IS DIRECTED SOLELY TO, AND FOR THE SOLE USE OF ENTITIES ENUMERATED IN CFTC RULE 4.14(a)(8), INCLUDING A CPO WHO HAS CLAIMED AN EXEMPTION FROM REGISTRATION UNDER CFTC RULE 4.13(a)(3), (C) IT PROVIDES COMMODITY INTEREST TRADING ADVICE SOLELY INCIDENTAL TO ITS BUSINESS OF PROVIDING SECURITIES OR OTHER INVESTMENT ADVICE AND (D) IT IS NOT OTHERWISE HOLDING ITSELF OUT AS A CTA. Proprietary and Confidential -ix EFTA01397815 Greg Martin TABLE OF CONTENTS INTRODUCTION 1 SUMMARY OF PRINCIPAL TERMS OF THE ACCESS FUND 2 CERTAIN RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST 20 IV. TAX, REGULATORY AND CERTAIN ERISA CONSIDERATIONS 36 I. II. III. Appendix A: Confidential Private Placement Memorandum of Glendower Capital Secondary Opportunities Fund IV, LP (as supplemented by the Supplement to the Confidential Private Placement Memorandum dated November 2017). Proprietary and Confidential -x EFTA01397816 IIIIIIIIIII[reg Martin INTRODUCTION Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware limited partnership (the "Access Fund"), has been formed to invest substantially all of its investable assets in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership (together with its parallel funds and alternative investment vehicles, if applicable, the "Underlying Fund"). The principal investment objective of the Underlying Fund is to generate attractive risk-adjusted investment returns, principally in the form of capital appreciation, through the acquisition, holding and disposition of a diverse portfolio of investments including large and mid-market buyout, growth capital, venture capital, special situations, turnaround, mezzanine, distressed opportunities, real estate and infrastructure assets primarily on the secondary market. The investments are expected to be in established generalist and specialist private equity funds on the secondary market and in private equity funds or portfolios of private equity assets on the secondary market through bespoke liquidity solutions. The Access Fund expects to invest substantially all of its investable assets in the Underlying Fund. Accordingly, prospective investors should carefully read the Confidential Private Placement Memorandum of the Underlying Fund (the "Underlying Fund PPM"), including the sections relating to, and describing, the risk factors and potential conflicts of interest of the Underlying Fund, which is hereby incorporated by reference into this Memorandum and attached hereto as Appendix A and the limited partnership agreement of the Underlying Fund, which shall be provided upon request by the General Partner or Investment Manager. By making the Access Fund available, neither the General Partner, the Investment Manager nor any of their respective affiliates is providing investment advice or making any recommendation as to the advisability of an investment in the Access Fund or the Underlying Fund. The Access Fund is offering Interests to Investors that are "U.S. Persons" as defined in Rule 902 under the U.S. Securities Act of 1933, as amended (the "Securities Act"). If an Investor is a Non-U.S. person for U.S. tax purposes or becomes a Non-U.S. person for U.S. tax purposes after investing in the Access Fund, adverse tax consequences could result for the Investor. Proprietary and Confidential EFTA01397817 reg Martin SUMMARY OF PRINCIPAL TERMS OF THE ACCESS FUND To understand this investment opportunity, a prospective investor should read both this summary of terms of Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Access Fund") and the summary of terms and conditions of Glendower Capital Secondary Opportunities Fund IV, LP (together with its parallel investment funds and alternative investment funds, if applicable, the "Underlying Fund") in the attached Confidential Private Placement Memorandum of the Underlying Fund dated October 2017 (together with the first supplement thereto, and as it may be further amended and/or supplemented from time to time, the "Underlying Fund PPM") and the limited partnership agreement of the Underlying Fund, which shall be provided upon request by the General Partner or Investment Manager. The following information is presented as a summary of principal terms of the Access Fund and an investment in the Interests. This summary (and terms of the Access Fund described elsewhere in this Memorandum) is qualified in its entirety by reference to the Access Fund's Amended and Restated Limited Partnership Agreement (as amended, to time, the "Partnership Agreement"), and the subscription with respect thereto (the "Subscription Agreement," "Agreements"), copies of which will be provided to of such Agreements should be reviewed carefully. In the summary and the Agreements, the Agreements will control. The Access Fund The General Partner Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware limited partnership (the "Access Fund"). The general partner of the Access Fund is Glendower Access Secondary Opportunities IV GP LLC, a Delaware limited liability company (the "General Partner"). The General Partner is responsible for the overall management of the Access Fund, as described further in the Partnership Agreement. Unless otherwise specified, all actions referred to herein as being taken by the Access Fund will be performed by the General Partner or its delegates (including the Investment Manager as defined below). All references herein to the General Partner refer to the General Partner or the entities (such as the Investment Manager) to which the General Partner has delegated its authority as permitted under the Partnership Agreement. The Investment Manager restated or otherwise modified from time agreement and the related documentation and together with the Partnership Agreement, the each prospective investor upon request. The forms event of a conflict between the terms of this EFTA01397818 iCapital Advisors, LLC or an affiliate thereof will serve as the investment manager (the "Investment Manager") for the Access Fund, pursuant to an Investment Management Agreement (as defined below) with the General Partner. The General Partner will delegate the day-today operations of the Access Fund to the Investment Manager. The Investment Manager may assign its rights and obligations under the Investment Management Agreement to any of its affiliates without consent of the Limited Partners. Pursuant to a delegation from the General Partner, the Investment Manager will generally have full investment discretion over the assets of the Access Fund and full authority to conduct the day-to-day business and operations of the Access Fund. The Investment Manager will receive a management fee Proprietary and Confidential 2 EFTA01397819 Greg Martin (the "Management Fee") in respect of the Access Fund, payable quarterly in advance by the Access Fund. See "Management Fee." This Memorandum refers to the investment management agreement for the Access Fund as the "Investment Management Agreement." The Investment Manager is responsible for exercising the Access Fund's rights with respect to its interest in the Underlying Fund. Except as described herein, the Investment Manager is not required to consult with, or obtain the approval of, any Limited Partner in exercising the Access Fund's rights in the Underlying Fund. See "Certain Risk Factors and Potential Conflicts of Interest." Neither the Investment Manager, the General Partner nor any of their respective affiliates will be involved in, will oversee, or will have any responsibility for, the business, operations, investments or investment decisions of Glendower or the Underlying Fund. Purpose; Underlying Fund The purpose and business of the Access Fund is to invest substantially all of its investable assets in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership (together with its parallel funds and alternative investment vehicles, if applicable, the "Underlying Fund"), as an equity holder thereof in accordance with the terms set forth in the Underlying Fund's constituent documents. The principal investment objective of the Underlying Fund is to generate attractive risk-adjusted investment returns, principally in the form of capital appreciation, through the acquisition, holding, financing, refinancing and disposition of a diverse portfolio of investments including buyout, growth capital, venture capital, special situations, turnaround, mezzanine, distressed opportunities, real estate and infrastructure assets on the secondary market. The investments are expected to be in established generalist and specialist private equity fund structures on the secondary market and in private equity fund structures or portfolios of private equity assets on the secondary market through bespoke liquidity solutions. The summary terms and conditions of an investment in the Underlying Fund are as set forth in the Underlying Fund PPM, a copy of which is attached hereto as Appendix A. To help manage cash flows and ensure sufficient amount of the Limited Partner's Subscriptions (as defined below) are available to pay expenses of the Access Fund, the General Partner may, in its sole discretion, choose not to commit up to 10% of the Limited Partners' Subscriptions to the Access Fund for investment into the Underlying Fund. However, the General Partner is not required to set aside any such amounts, and may commit up to 100% of the Limited Partners' Subscriptions to the Underlying Fund. If the General Partner over-commits the Access Fund to the Underlying Fund (i.e., commits an amount to the Underlying Proprietary and Confidential 3 EFTA01397820 Greg Martin Fund, which together with any expenses of the Access Fund, is greater than the total amount of the Limited Partners' Subscriptions to the Access Fund) the General Partner may need to fund Access Fund expenses or future capital calls by the Underlying Fund through the distributions received from the Underlying Fund (in such case the Limited Partners will be allocated income without corresponding cash to pay taxes on such income) or through borrowings. See "Borrowing." Offering; Investment in the Access Fund Limited partner interests of the Access Fund ("Interests") are being offered and sold in a private placement to certain U.S. investors ("Limited Partners", and, together with the General Partner, "Partners"). The Access Fund is designed for investors ("Investors") that are either (A) U.S. taxable investors or (B) investors that are pension plans, Keogh plans, individual retirement accounts, tax-exempt institutions and other tax-exempt limited partners ("U.S. Tax-Exempt Investors") that are willing to receive material amounts of "unrelated business taxable income" (as defined under Sections 512 and 514 of the Internal Revenue Code of 1986, as amended (the "Code")) ("UBTI"). The Access Fund is not designed for (i) U.S. Tax-Exempt Investors that are not willing to receive material amounts of UBTI or (ii) investors that are not "U.S. persons" (as described in "Tax, Regulatory and Certain ERISA Considerations — Certain U.S. Federal Income Tax Considerations") ("Non-U.S. Investors"). If a Limited Partner is a Non-U.S. Investor or becomes a Non-U.S. Investor for U.S. tax purposes after investing in the Access Fund, adverse tax consequences could result for the Limited Partner. Those U.S. Tax-Exempt Investors that do not wish to receive any UBTI and are willing to forgo claiming U.S. treaty benefits and NonU.S. Investors should consider investing in the Offshore Access Fund (as defined below). See "Tax, Regulatory and Certain ERISA Considerations — Certain U.S. Federal Income Tax Considerations" and "— Certain ERISA Considerations." Prospective investors should consult their own advisors regarding the U.S. and foreign tax consequences of an investment in the Access Fund or the Feeder Fund. Minimum Subscription The minimum capital commitment ("Subscription") by a Limited Partner will be $250,008, although the General Partner reserves the right to accept a Subscription of lesser amounts. Investors investing in the Access Fund rather than directly through the Underlying Fund will be subject to an additional layer of expenses. The minimum commitment to the Underlying Fund per investor is $5,008,080, although the Glendower GP may accept a lesser amount. Investors seeking to make a Subscription equal to or greater than $5,008,080 should consider investing directly in the Underlying Fund. See "Management Fee." The General Partner will not have a Subscription. Proprietary and Confidential 4 EFTA01397821 Greg Martin Initia and Subsequent Closings The Access Fund may hold multiple closings. The General Partner will provide prospective Limited Partners with notice of the anticipated date of the initial closing (the "Initial Closing") of the Access Fund. The General Partner may admit additional Investors into the Access Fund or allow existing Limited Partners to increase their Subscriptions in subsequent closings until the final closing of the Access Fund (each such closing, a "Subsequent Closing" and the final Subsequent Closing, the "Final Closing"). Subsequent closings may be held after the Initial Closing until the date that is 3 months following the last date on which the Underlying Fund may hold a closing (it being understood that the Glendower GP is not required to accept any such additional commitment from the Access Fund). Each investor that becomes a Limited Partner (or that is already a Limited Partner and increases its Subscription) at any closing subsequent to the Initial Closing will be required to make a capital contribution at admission equal to (i) the amount of the contribution required by the Underlying Fund from the Access Fund attributable to such Investor's new or increased Subscription (which may include an interest component at a rate per annum equal to the higher of (A) LIBOR plus 2% and (B) 8% for the period or such other amount as set forth in the Underlying Fund LPA), if any, if the Access Fund makes a corresponding increase in its commitment to the Underlying Fund, (ii) its proportionate share of all funded expenses of the Access Fund (excluding the Management Fee) and, to the extent not duplicative of (i) above, its proportionate share of all funded Subscriptions of Investors admitted in prior closings, including if applicable, in connection with Subscriptions (or portions thereof) that are not correspondingly invested in the Underlying Fund, (iii) the amount of the Management Fee that would have been payable in respect of such Investor had such Investor subscribed for an Interest at the Initial Closing and (iv) an amount computed as interest on the amounts set forth under (i) through (iii) above at a rate per annum equal to the higher of (A) LIBOR plus 2% and (B) 8% for the period from the due date or dates on which the other Partners were required to make their earlier contributions to the date of such contribution. Amounts paid by any Limited Partner as interest on (ii) above, shall be paid to the Access Fund for the account of Limited Partners that participated in prior closings and any amounts paid by any Limited Partner as interest on (iii) above, shall be paid to the Investment Manager and not to the Access Fund or any other Limited Partner. Any contributions by a Limited Partner to the Access Fund to fund late closing interest under (iv) shall not reduce the unpaid portion of such Limited Partner's Subscription (i.e., a Limited Partner will be required to contribute amounts in addition to its Subscription to fund any late closing interest, if applicable) and any such interest amounts credited to the account of Limited Partners shall not increase the unpaid Subscriptions of such Limited Partners who receive such interest. Failure to pay subsequent interest as calculated in (iv) above will be considered a default under the Partnership Agreement. Proprietary and Confidential EFTA01397822 5 EFTA01397823 Greg Martin The Access Fund will make its investment in the Underlying Fund at closings of the Underlying Fund on or after the Initial Closing, and if any Limited Partner increases its Subscription or any additional Limited Partners are admitted to the Access Fund at a Subsequent Closing, the Access Fund may make additional investments in the Underlying Fund, upon subsequent closings of the Underlying Fund, at the discretion of the Investment Manager, contemporaneously with or subsequent to the date of any increase in Subscriptions or admission of additional Limited Partners. In the event that a Subsequent Closing occurs after the Access Fund's initial investment in the Underlying Fund, existing Investors' interests in the Underlying Fund may be diluted to the extent that the Access Fund does not subsequently make a corresponding additional investment in the Underlying Fund. The General Partner is under no obligation to make a corresponding additional investment in the Underlying Fund in connection with any Subsequent Closing. Investors admitted at Subsequent Closings will participate in the Access Fund's existing investments in the Underlying Fund, which may dilute the Interests of existing Limited Partners and may indirectly participate in the existing investments of the Underlying Fund, to the extent the Access Fund is permitted by the general partner of the Underlying Fund (the "Glendower GP") to participate in such existing investments, which may dilute the Interests of existing Limited Partners and partners of the Underlying Fund, including the Access Fund. For the avoidance of doubt, investments made and disposed of prior to a particular Subsequent Closing will not be allocated to any Investors admitted at such Subsequent Closing. Although Investors admitted at Subsequent Closings will make capital contributions such that all Investors will have made proportional capital contributions (based on their Subscriptions) to the Access Fund, there can be no assurances that the amount paid by such Investors will reflect the fair value of their pro rata share of the Underlying Fund at the time of the Subsequent Closings. Term The term of the Access Fund is currently expected to end within one year following the dissolution of the Underlying Fund, but may be extended for two additional one-year periods beyond the one-year anniversary of the dissolution of the Underlying Fund at the discretion of the General Partner or may be terminated, liquidated and dissolved earlier in certain limited situations outlined in the Partnership Agreement. Parallel Access Funds and Feeder Funds The General Partner may form one or more limited partnerships or other investment vehicles to invest in parallel with the Access Fund (each, a "Parallel Access Fund") and/or feeder funds, including the Offshore Access Fund (as defined below) (collectively, "Feeder Funds") in order to comply with securities laws or to address tax, legal, regulatory or other issues of investors in such entity or program. The Access Fund, any Parallel Access Fund and any Feeder Fund (including the Offshore Access Fund) shall share common fees and expenses related to their operation and investments in proportion to the capital invested by each Proprietary and Confidential EFTA01397824 6 EFTA01397825 Greg Martin entity, directly or indirectly, in the Underlying Fund, to the extent practicable. In particular, the General Partner or the Investment Manager will form Glendower Access Secondary Opportunities IV (International), L.P. (the "Offshore Access Fund", and together with the Access Fund, the "Access Funds") for certain qualified U.S. Tax-Exempt Investors not willing to receive material amounts of UBTI and certain qualified NonU.S. Investors. The Offshore Access Fund is expected to be a Cayman Islands exempted limited partnership and other than assets used to cover Offshore Access Fund expenses, the Offshore Access Fund will invest all of the Subscriptions made by the limited partners of the Offshore Access Fund in the Access Fund. Although Parallel Access Funds or Feeder Funds are expected to invest on similar terms and conditions to the Access Fund, such Parallel Access Funds or Feeder Funds may have the same or different terms (including terms that are more favorable) than those described herein, provided, that any such Parallel Access Funds or Feeder Funds will only accept subscriptions from "qualified purchasers," as defined in the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and interests will be offered and sold only to investors who are "accredited investors" within the meaning given to such term in Regulation D under the Securities Act. Capital Calls Each Limited Partner's capital contributions will be payable when called by the General Partner to meet anticipated Access Fund expenses and liabilities and to make contributions to the Underlying Fund. Each Limited Partner's capital contribution shall generally be due upon 7 business days' written notice, except in certain limited circumstances where the General Partner deems it prudent to require capital contributions to be made on shorter notice. The General Partner may require each Limited Partner to make a capital contribution to the Access Fund on the date it is admitted to the Access Fund. The General Partner will provide written notice of the exact size and timing of any such initial capital contribution in advance of the Initial Closing of the Access Fund. A Limited Partner who fails to make its capital contributions in a timely manner including in connection with recalls of Distributions or who otherwise fails to make a payment required by the Access Fund (including (i) expenses incurred in respect of transfers (ii) expenses incurred by the General Partner or the Access Fund to the extent that any tax information or return is required to be prepared by the General Partner or the Access Fund because of the identity, jurisdiction or action of the Limited Partner (including the election not to receive Schedule K1 electronically) and (iii) any applicable interest charged in connection with a Subsequent Closing) may suffer substantial penalties with respect to its Interest, including, a total forfeiture of such Interest. In addition, any (i) material breach by a Limited Partner of its representations and Proprietary and Confidential 7 EFTA01397826 Greg Martin warranties in its Subscription Agreement and (ii) any failure by a Limited Partner to provide information as requested by the General Partner or Investment Manager in connection with anti-money laundering or similar programs, will be considered a default under the Partnership Agreement. In the event that the Access Fund fails to make a capital contribution to the Underlying Fund as a result of the failure of a Limited Partner to make a capital contribution to the Access Fund, the Underlying Fund may impose certain remedies against the Access Fund, including, potentially causing the Access Fund to forfeit all or a portion of its interest in the Underlying Fund. With respect to any capital contribution (or portion thereof) that is subject to a default (the "Defaulted Amount"), the General Partner may call additional capital from the Limited Partners that have already made the applicable capital contribution (not in excess of their unfunded Subscriptions) to the extent necessary to fund the Defaulted Amount. Bifurcated Default If the Access Fund fails to contribute all or any portion of any call amount set forth in a funding notice received from the Underlying Fund (an "Access Fund Default"), and such failure results from the failure of one or more Limited Partners (each such Limited Partner, a "Defaulting Access Fund Investor") to make full payment in respect of any capital call issued by the Access Fund, then Glendower has agreed to only treat the Access Fund as a "Defaulting Partner" (as defined in the limited partnership agreement of the Underlying Fund, (as may be amended or otherwise supplemented from time to time, the "Underlying Fund LPA")) with respect to the portion of the Access Fund's interest in the Underlying Fund that has defaulted. In addition, the General Partner has agreed that, if the Glendower GP so requests upon any Access Fund Default, the General Partner, or the Investment Manager on its behalf, shall cause the Access Fund to assign to the Underlying Fund, and the General Partner will delegate to the Underlying Fund, the authority to exercise directly for the direct benefit of the Underlying Fund, all of the rights and remedies provided in the Partnership Agreement against a Defaulting Access Fund Investor as if they were a Defaulting Partner, and the General Partner will provide such assistance as is reasonably requested by the Glendower GP in connection with the exercise of any remedies against the Defaulting Access Fund Investor. In addition, in applying and interpreting the provisions of the Partnership Agreement, in order to equitably determine the rights and obligations of any Limited Partner with respect to the Underlying Fund, the General Partner may treat any Limited Partner as if it was a separate limited partner of the Underlying Fund, any default penalties imposed by the Glendower GP may be allocated solely by the General Partner to the applicable Defaulting Access Fund Investor to the maximum extent possible. Proprietary and Confidential 8 EFTA01397827 Greg Martin The General Partner shall have the sole discretion to apply the default provisions to each investor in any Feeder Fund on a look-through basis as if such investor was a direct limited partner of the Access Fund instead of applying such provisions directly to such Feeder Fund. Distributions Distributions from the Underlying Fund received by the Access Fund will generally be distributed to the Limited Partners (including any Feeder Funds) pro rata based on their respective Subscriptions to the Access Fund (excluding any Defaulting Partners, if applicable) as promptly as practicable. The Access Fund will be entitled to withhold from any Distribution amounts necessary to create, in the General Partner's sole discretion, reserves for the payment of Access Fund expenses and liabilities, to make anticipated capital contributions to the Underlying Fund or for any other purpose permitted under the Partnership Agreement. Liquidating distributions will be made in accordance with positive capital account balances. Capital Accounts; Allocations It is intended that capital accounts will be maintained in accordance with U.S. federal income tax guidelines. In general, items of income, gain, loss and deduction will be allocated to the Limited Partners' capital accounts in a manner consistent with the distribution procedures outlined above. Organizational and Offering Expenses The Access Fund, and the Limited Partners in the Access Fund (including any Feeder Fund) will bear all organizational and offering expenses incurred by the General Partner and/or the Investment Manager ("Organizational Expenses") (including legal, travel, accounting, tax advisory expenses, start-up filing, capital-raising and other expenses, organizational and other start-up expenses of the General Partner, and custodial and administrative costs) in connection with the formation of the Access Fund, any Feeder Fund and the offering of the Interests. For the avoidance of doubt, the foregoing Organizational Expenses do not include expenses incurred by Placement Agents (as defined below). Access Fund Expenses The Access Fund will pay the costs and expenses of the Access Fund, including: the Management Fee; Organizational Expenses; liquidation expenses of the Access Fund; any sales or other taxes, fees or government charges which may be assessed against the Access Fund; expenses and fees related to accounting, audits of the Access Fund's books and records and preparation of the Access Fund's tax returns and other third-party provider expenses, including expenses related to tax reporting including under the U.S. Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act ("FATCA") and under the Common Reporting Standard ("CRS"); costs of preparing and distributing financial statements and other reports to and other communications with the Partners, as well as costs of all Proprietary and Confidential EFTA01397828 9 EFTA01397829 Greg Martin governmental returns, reports and filings of the Access Fund; any costs or expenses in connection with the Access Fund's admission to the Underlying Fund (including, the legal costs of completing subscription booklets and the Access Fund's side letter, if any, with the Underlying Fund and any subsequent closing interest charged to the Access Fund); extraordinary one-time expenses of the Access Fund; all expenses relating to litigation and threatened litigation involving the Access Fund, including indemnification expenses; commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities; expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, appraisal, legal and recording fees and expenses, administrative (including any fees and expenses of the Administrator or Custodian related to the Access Fund or the General Partner), custodial and registration services provided to the Access Fund and any expenses attributable to consulting services, including in each case services with respect to the proposed purchase or sale of securities by the Access Fund that are not reimbursed by the issuer of such securities or others (whether or not any such purchase or sale is consummated); fees and expenses incurred in connection with or otherwise relating to the preparation of form documentation in respect of Transfers; fees and expenses incurred in respect of any arrangement to provide additional liquidity to Limited Partners and facilitate the process for Limited Partners to sell all or any portion of their Interests; reasonable out-of-pocket expenses of the Investment Manager, such as travel, research and other expenses related to the ongoing monitoring on behalf of the Access Fund in respect of the Underlying Fund and the management of the Access Fund (including the costs and expenses (including travel-related expenses) of hosting meetings of the Partners, or otherwise holding meetings or conferences with Limited Partners, whether individually or in a group) attending meetings with the Placement Agents, whether internal or provided by a third party service provider, utilized for risk management, measurement and valuation purposes); any expenses incurred in connection with any Credit Facility or regulatory obligation; and premiums for liability or other insurance to protect the Access Fund, the General Partner, the Investment Manager and any of their respective partners, members, stockholders, officers, directors, employees, agents or affiliates in connection with the activities of the Access Fund, the General Partner or the Investment Manager. Access Fund expenses will also include any costs and expenses associated with the ongoing operations of any alternative investment vehicles (including administrative fees and expenses; legal and recording fees and expenses; any fees and expenses of consultants, economists, outside counsel, accountants and other third-party service providers; any taxes (including withholding taxes), fees or other governmental charges levied against such alternative investment vehicles, including tax preparation expenses; expenses relating to any audit, investigation, governmental inquiry or public relations undertaking and litigation, insurance, indemnification and extraordinary expenses). In addition to the foregoing, Access Fund expenses will Proprietary and Confidential EFTA01397830 10 EFTA01397831 Greg Martin include, and therefore Limited Partners will be responsible for, all of the operating expenses of the General Partner. Moreover, expenses of or relating to a Feeder Fund shall be paid by, and treated as expenses of, the Access Fund to the extent that they would be considered expenses of the Access Fund if they were incurred by the Access Fund (and indirectly borne by the limited partners of the Feeder Fund through the Feeder Fund's Interest as a Limited Partner of the Access Fund); provided, however, that operating expenses that are uniquely related to a specific Feeder Fund will be determined with respect to, and paid separately by, such Feeder Fund, in each case as determined by the General Partner in its sole discretion. Any contributions by Limited Partners to the Access Fund to fund their share of Access Fund expenses shall reduce the unpaid portion of such Limited Partner's Subscription (i.e., a Limited Partner will not be required to contribute amounts in addition to its Subscription to fund their share of Access Fund expenses). In addition to the foregoing costs and expenses, Limited Partners (including any Feeder Funds) will indirectly bear the cost of the Access Fund's pro rata share of management fees, carried interest, organizational expenses, taxes, indemnification and other costs and expenses payable by the Access Fund as a limited partner of the Underlying Fund. Any Feeder Fund would pay its allocable share of Access Fund expenses by virtue of being a Limited Partner of the Access Fund. To the extent expenses that constitute Access Fund expenses are incurred by the General Partner or Investment Manager on the joint behalf of the Access Fund and/or any Parallel Access Funds established in connection with the Access Fund to acquire interests in the Underlying Fund, the Investment Manager will allocate such expenses between the Access Fund and such Parallel Access Funds as it reasonably deems appropriate. Management Fee A separate fee for management services provided by the Investment Manager shall be assessed separately for each Limited Partner (the Limited Partner's "Management Fee"). The Management Fee amount contributed by each Limited Partner to the Access Fund shall reduce the unpaid portion of such Limited Partner's Subscription (i.e., a Limited Partner will not be required to contribute amounts in addition to its Subscription to fund the Management Fee). The Access Fund shall pay the aggregate amount of such Management Fee assessed with respect to the Limited Partners to the Investment Manager. Commencing upon the "Initial Closing" of the Underlying Fund (as defined in the Underlying Fund LPA) and for each fiscal quarter thereafter through the first date on which the "investment period" of the Underlying Fund has permanently expired, the Management Fee of a Limited Partner shall be an amount equal to the product of the Management Fee Rate (as defined below) applicable to such Limited Proprietary and Confidential 11 EFTA01397832 Greg Martin Partner multiplied by the Subscription of such Limited Partner. After the end of the "investment period" of the Underlying Fund, through the second anniversary of the termination of the "investment period" of the Underlying Fund, the Management Fee of a Limited Partner for each fiscal quarter shall be an amount equal to the product of the Management Fee Rate applicable to such Limited Partner multiplied by such Limited Partner's proportionate share (based upon Subscriptions) of the Access Fund's proportionate share of capital contributions in respect of all "Invested Capital" (as defined in the Underlying Fund LPA) of the Underlying Fund. Thereafter, until the last day of the term of the Access Fund, the Management Fee of a Limited Partner shall be calculated based on Invested Capital in accordance with (C) below. Notwithstanding the foregoing, the Investment Manager in its sole discretion may elect to waive or otherwise reduce the Management Fee attributable to any Limited Partner. The "Management Fee Rate" for a Limited Partner (A) during the "investment period" of the Underlying Fund is 1.00% per annum (or 0.25% per quarter); provided, that the Management Fee Rate for (i) a Limited Partner whose Subscription equals or exceeds $3,000,000 but is less than $5,000,000 shall be 0.75% per annum (i.e., 0.1875% per quarter); and (ii) a Limited Partner whose Subscription equals or exceeds $5,000,000 shall be 0.25% per annum (i.e., 0.0625% per quarter); (B) from the first date on which the "investment period" of the Underlying Fund has permanently expired until the second anniversary of such date is 0.75% per annum (i.e., 0.1875% per quarter); provided, that the Management Fee Rate for (i) a Limited Partner whose Subscription equals or exceeds $3,000,000 but is less than $5,000,000 shall be 0.60% per annum (i.e., 0.15% per quarter); and (ii) a Limited Partner whose Subscription equals or exceeds $5,000,000 shall be 0.25% per annum (i.e., 0.0625% per quarter); and (C) thereafter, the greater of 90% of a Limited Partner's Management Fee for the immediately preceding year or 0.25% per annum (i.e., 0.0625% per quarter) of such Limited Partner's Invested Capital. The Management Fee that is charged by the Access Fund to a Limited Partner shall be paid to the Investment Manager. The Investment Manager will pay a material portion of the amount received to the Placement Agents in exchange for certain servicing functions rendered by the Placement Agents. The portion of the Management Fee received may differ among Placement Agents. The Management Fee will be payable in advance on a quarterly basis from the Initial Closing. The foregoing fee is exclusive of the amount of the Underlying Fund Management Fee payable in respect of the Access Fund as a limited partner of the Underlying Fund. In addition, the Limited Partners will indirectly pay carried interest to the Glendower GP by virtue of the Proprietary and Confidential 12 EFTA01397833 Greg Martin Access Fund being a limited partner of the Underlying Fund. See "Access Fund Expenses" and "Underlying Fund Management Fee." Placement Agent; Placement Fee The Access Fund will utilize Raymond James & Associates, Inc. or Raymond James Financial Services, Inc. (each separately and collectively referred to as "Raymond James") or an affiliate thereof, to serve as a placement agent, and may also utilize additional placement agents (each, of Raymond James or such other placement agent, a "Placement Agent"), in its sole discretion. At the time of the relevant closing of the Access Fund, each Limited Partner shall be required to directly pay their applicable Placement Agent or its affiliate a one-time upfront sales charge or placement fee (a "Placement Fee") in connection with such Limited Partner's Subscription. The Placement Fee will equal up to 2.0% of the Limited Partner's Subscription, as determined by the applicable Placement Agent, and shall not be considered a capital contribution to the Access Fund or part of such Limited Partner's Subscription. All expenses (including marketing costs) of the Placement Agents shall be borne by the Placement Agents. Each Placement Agent, in its sole discretion, will have the right to waive all or any portion of the Placement Fee payable by any particular Limited Partner. The fees payable to the Placement Agent that refers an Investor will be disclosed to such Investor prior to its admission to the Access Fund. Marketing and Fund Servicing Fees Raymond James will, and other Placement Agents may, also act as placement agent or in a similar capacity for the Underlying Fund, and receive a placement fee from the Glendower GP or an affiliate based on the Access Fund's aggregate capital commitment to the Underlying Fund. Raymond James will, and other Placement Agents may, also receive a placement fee for each referred direct investor commitment to the Underlying Fund. Underlying Fund Management Fee As described in detail in Section 6 - "General Partner's Share" in the Underlying Fund PPM (attached hereto in Appendix A), Glendower will be entitled to receive a management fee (the "Underlying Fund Management Fee"), payable on January 1, April 1, July 1, October 1, at an annual rate of initially 1.10% (which reflects a 0.15% discount given to the Access Fund by the Underlying Fund, and which is not therefore referred to in the Underlying Fund PPM) of the Access Funds' capital commitment to the Underlying Fund, calculated as described in more detail in the Underlying Fund PPM and the Underlying Fund LPA, which shall be provided upon request by the General Partner or Investment Manager. Investors making a Subscription equal to or greater than $5 million should consider investing directly in the Underlying Fund. Proprietary and Confidential 13 EFTA01397834 EFTA01397835 Greg Martin Underlying Fund Carried Interest As described in detail in Section 6 — "Distributions" in the Underlying Fund PPM (attached hereto in Appendix A), the Glendower GP is entitled to receive "carried interest" distributions equal to 12.5% of the Underlying Fund's net profits subject to an eight percent (8%) preferred return with a full catch up provision for the Glendower GP. The actual amount of any such carried interest payment is based in part upon the Underlying Fund's achievement of certain returns. The foregoing description is a summary only and is qualified in its entirety by the Underlying Fund LPA, and prospective investors must review the Underlying Fund documents for a detailed description of the manner in which the Underlying Fund intends to make carried interest distributions. Indemnification The Investment Manager, the General Partner, any affiliate thereof and, the respective partners, members, stockholders, officers, directors, managers, employees, or agents of any of the foregoing and the Administrator, will be indemnified by the Access Fund out of the assets of the Access Fund, including the capital calls from the Limited Partners (which capital calls for indemnification expenses are outside of a Limited Partner's Subscription), and from the proceeds of liability insurance and any assets from any recalled Distributions (see "— Capital Calls"), against certain expenses or losses. In addition, as an investor in the Underlying Fund, the Access Fund (and indirectly the Limited Partners (including any Feeder Funds)) will be obligated to fund certain indemnification obligations of the Underlying Fund, and such amounts will be callable from Limited Partners of the Access Fund to the full extent of the Access Fund's obligations to the Underlying Fund, including through the recall of distributions. Withdrawal and Transfer Limited Partners may not withdraw from the Access Fund prior to its dissolution, provided that a Limited Partner may, with the consent of the General Partner in accordance with the terms of the Partnership Agreement, transfer its Interests to a Feeder Fund. In addition, Limited Partners may not sell, assign or transfer any of their Interests, rights or obligations in the Access Fund except with the consent of the General Partner, and such consent may be withheld or delayed in the sole and absolute discretion of the General Partner. Should the General Partner consent to a sale, transfer, assignment or other disposition of a Limited Partner's Interest, the transferring Limited Partner or its transferee will be required to pay Transfer Expenses (as defined in the Partnership Agreement), which shall be at least $5,008 and shall be sufficient to pay all costs incurred in connection with any such transfer. Any transferring Limited Partner and such Limited Partner's transferee shall, jointly and severally, be required to reimburse the Partnership, at the request of the General Partner, for any expenses reasonably incurred by the Partnership in connection with such Transfer. The General Partner may require the complete or partial withdrawal of a Limited Partner in certain limited instances (as described in the Partnership Agreement). Transfer EFTA01397836 Expenses paid by a Limited Partner or transferee shall not reduce the Proprietary and Confidential 14 EFTA01397837 Greg Martin unpaid portion of such Limited Partner's Subscription. Failure to pay any applicable Transfer Expenses will be considered a default under the Partnership Agreement and any amount due may be deducted directly from distributions payable to the Limited Partner or transferee. Reports and Meetings Annually, the Access Fund will furnish audited financial statements to all Limited Partners. In addition, each Limited Partner will be provided annually with an U.S. Internal Revenue Service ("IRS") Schedule K-1 (or equivalent report). On a quarterly basis, each Limited Partner will receive a quarterly report and unaudited statement of capital account of the Access Fund. None of the General Partner, the Investment Manager or any of their respective affiliates will take any responsibility for the accuracy or completeness of information provided by, or based upon information provided by, the Underlying Fund. For U.S. federal income tax purposes, the Limited Partners will be treated as partners investing in a partnership, the Access Fund. The Access Fund's ability to report to Limited Partners information regarding its income, gains, losses and deductions is dependent upon its receipt of such information from the Underlying Fund. The Access Fund anticipates that it will not be able to deliver Schedules K-1 in respect of a particular year to Limited Partners prior to April 15 of the following year. Accordingly, Limited Partners will be required to obtain extensions for filing their federal, state and local income tax returns. If the Access Fund does not receive all of the required information in a timely manner, it may need to rely on estimates in preparing its tax return and any schedules thereto (including Schedules K-1). United States Federal Income Tax Aspects of the Access Fund The Access Fund expects to be treated as a partnership for U.S. federal income tax purposes. The Access Fund has been structured for Limited Partners that are U.S. residents subject to U.S. federal income tax and certain U.S. Tax-Exempt Investors that are willing to receive material amounts of UBTI. While the Access Fund is available to U.S. TaxExempt Investors, the Access Fund will not take any steps to avoid adverse U.S. federal income tax consequences to such persons. Thus, by investing in the Access Fund, a U.S. Tax-Exempt Investor should expect to recognize material amounts of UBTI, which will require the filing of tax returns and payment of taxes. The Access Fund is not designed for U.S. Tax-Exempt Investors that are not willing to receive material amounts of UBTI. U.S. Tax-Exempt Investors that do not wish to receive any UBTI and are willing to forgo claiming U.S. treaty benefits should consider investing in the Offshore Access Fund. The Access Fund is not being offered to Non-U.S. Investors and Non-U.S. Investors shall not be eligible to invest in the Access Fund. Non-U.S. Investors should, if eligible, instead consider an investment in the Offshore Access Fund. Proprietary and Confidential 15 EFTA01397838 EFTA01397839 Greg Martin rospec ive investors are urged to consult their tax advisors with specific reference to their own situations as they relate to an investment in the Access Fund. Certain ERISA Considerations The General Partner intends to conduct the operations of the Access Fund so that it will be an appropriate investment for employee benefit plans subject to the Employee Retirement Income Security Act of 1974 and (unless the context otherwise requires) the rules and regulations promulgated thereunder, as amended from time to time, or any successor statute thereto ("ERISA"). The Access Fund may require certain representations or assurances from investors subject to ERISA to determine compliance with ERISA provisions. The General Partner will use commercially reasonable efforts so that (a) less than 25% of the total value of each class of equity interests (disregarding equity interests held by the General Partner or its affiliates) in the Access Fund is held by "benefit plan investors," defined in accordance with Section 3(42) of ERISA and the regulations thereunder, and therefore (b) the assets of the Access Fund will not constitute plan assets subject to the fiduciary standards of Part 4 of Title I of ERISA. Accordingly, the General Partner may not approve the purchase of an Interest by or proposed transfer of an Interest to a person that has represented that it is a "benefit plan investor" or to a Controlling Person to the extent that such purchase or transfer would result in "benefit plan investors" owning 25% or more of the value of the interests in the Access Fund immediately after such purchase or proposed transfer (such percentage determined in accordance with Section 3(42) of ERISA). Limited Partner Giveback To the extent the Access Fund incurs any indemnification or other liability or is otherwise required to return distributions to the Underlying Fund in accordance with the Underlying Fund LPA (including in respect of any indemnification or other liability incurred by the Access Fund in its capacity as a limited partner of the Underlying Fund), each Limited Partner may be required to return distributions received from the Access Fund to fund its proportionate share of such liability or obligation; provided, however, that the aggregate amount of such returns from any Limited Partner shall not exceed the aggregate amount of distributions received by such Limited Partner (it being understood that additional amounts may be called from Limited Partners in respect of indemnification expenses, which amounts are outside of a Limited Partner's Subscription). Amendments; Voting The Partnership Agreement may generally be amended with the consent of the General Partner and a majority-in-interest of the Limited Partners, subject to certain limitations set forth in the Partnership Agreement. The Partnership Agreement sets forth certain other procedures for its amendment, including provisions regarding negative consent and also allowing the General Partner to amend the Partnership Agreement without the consent of the Limited Partners in certain circumstances, EFTA01397840 Proprietary and Confidential 16 EFTA01397841 Greg Martin Including (i) to the extent such amendment does not subject any Limited Partner to any material adverse economic consequences or diminish or waive in any material respect the duties and obligations of the General Partner to the Access Fund or the Limited Partners, (ii) to cure any ambiguity or correct or supplement any provision in the Partnership Agreement which may be inconsistent with any other provision therein or to correct any clerical errors or omissions in order that the Partnership Agreement shall accurately reflect the agreement among the Partners, (iii) is necessary in order to comply with any fiscal, statutory or official requirement (whether or not having the force of law) and (iv) to address changes in financial, regulatory or tax legislation, which amendment may include reorganizing or reconstituting the Access Fund, but only to the extent such amendment does not materially adversely affect the economic returns of the Limited Partners. The General Partner and the Investment Manager intends to cause the Access Fund to vote its interest in the Underlying Fund as a single interest. The General Partner and the Investment Manager will not consult the Limited Partners when voting the interests of the Access Fund and will endeavor to vote in a way that benefits the Access Fund as a whole. As such, a Limited Partner's individual interest may differ from that of the Access Fund and therefore the vote may not be consistent with how the Limited Partner would have voted if provided with the opportunity. The Limited Partners of the Access Fund will not have the right to vote on any matters requiring the vote of the Access Fund in its capacity as an investor in the Underlying Fund. Borrowing The Access Fund may enter into a credit facility (a "Credit Facility") with a third party, which Credit Facility may be secured by drawdowns of Subscriptions, for purposes of temporarily funding all, or any portion of, any anticipated capital calls by the Underlying Fund in respect of the Limited Partners' Subscriptions or expenses or liabilities of the Access Fund in advance of receipt of such amounts from the Limited Partners and to cover the Access Fund's over-commitment to the Underlying Fund or defaults by Limited Partners. See "Capital Calls" and "Purpose; Underlying Fund." Such borrowings may require the Investment Manager, on behalf of the General Partner, to pledge all or a portion of the property of the Access Fund and/or the Subscriptions to the Access Fund to secure such a loan. In such event, the Access Fund may also be required to delegate the rights to issue drawdown notices and to receive capital contributions to a third party. Limited Partners may be required to provide banks or other financial institutions with financial information and other documentation reasonably required to obtain borrowings. Repayment of the principal and the interest (and any related fees and expenses) amount of any such borrowings will be made from the Limited Partners' Subscriptions. Proprietary and Confidential 17 EFTA01397842 Greg Martin Subject to the limitations set forth in the relevant Underlying Fund LPA, the Underlying Fund may incur indebtedness, provide credit support and guarantee the obligations of portfolio companies and certain other obligations at both the Underlying Fund-level and with respect to obligations of their respective portfolio companies. Borrowings by the Underlying Fund may make it more difficult for the Access Fund to enter into a Credit Facility or otherwise borrow funds. If the Access Fund is not able to borrow sufficient funds to fund any fund obligations in advance of receipt of such amounts from Limited Partners or to cover defaults, the Access Fund may no longer be able to fully meet its capital contribution obligations towards the Underlying Fund and may be treated as a defaulting investor for purposes of the Underlying Fund LPA with respect to the Access Fund's entire interest. In particular, the Access Fund may be unable to borrow sufficient funds or obtain favorable terms due to the Underlying Fund's borrowing of funds pursuant to a Credit Facility or other loans from a third party. Investor Eligibility Each investor must be an "accredited investor" (as defined within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act), a "qualified client" (as defined in Rule 205-3 of the Investment Company Act) and a "qualified purchaser" (as defined in Section 2(a)(51) of the Investment Company Act). Confidentiality Confidential information provided to the Limited Partners may not be disclosed to any person other than to its officers, fiduciaries, employees, agents, consultants, auditors, counsel or other professional advisors, who have a business need to know such confidential information, who have been informed of the confidential nature of such confidential information, and who are, either by the nature of their positions or duties or pursuant to written agreement, subject to substantially equivalent restrictions with respect to the use and disclosure of the confidential information as are set forth in the Partnership Agreement Notwithstanding anything in this Memorandum to the contrary, to comply with U.S. Treasury Regulations Section 1.6011-4(b)(3)(i), each investor (and any employee, representative, or other agent of such investor) may disclose to any and all persons, without limitation of any kind, the U.S. federal, state, or local income tax treatment and tax structure of the Access Fund or any transactions undertaken by the Access Fund, it being understood and agreed, for this purpose, (i) the name of, or any other identifying information regarding (A) the Access Fund or any existing or future investor (or any affiliate thereof) in the Access Fund, or (B) any investment or transaction entered into by the Access Fund, and (ii) any performance information relating to the Access Fund or its investments. Proprietary and Confidential 18 EFTA01397843 Greg Martin nvestor Information For the avoidance of doubt, pursuant to the Underlying Fund LPA, the General Partner may be required to provide certain Limited Partner information to the Glendower GP for a variety of reasons. In addition, the General Partner may provide certain information to the other Limited Partners, as well as to the Access Fund's accountants, attorneys and other service providers as necessary to effect, administer and enforce the Access Fund and its Partners' rights and obligations, or as otherwise may be required by applicable law, rule or regulation. Legal Counsel Cleary Gottlieb Steen & Hamilton LLP ("Cleary Gottlieb") serves as U.S. legal counsel to the General Partner, the Investment Manager and certain of their affiliates. Maples and Calder has been retained as Cayman Islands legal counsel to the Access Funds, General Partner, Investment Manager and certain of their affiliates. Cleary Gottlieb and Maples and Calder, which do not represent the Underlying Fund or Glendower, also advise the General Partner, the Investment Manager and certain of their affiliates on their respective obligations to the Access Funds. However, no attorney-client relationship exists between either Cleary Gottlieb or Maples and Calder and any other person solely by reason of such other person making an investment in the Access Fund. Each investor should consult with its own counsel as to the legal and tax aspects of an investment in the Access Fund and its suitability for such investor. Auditor, Administrator and Custodian KPMG or another nationally recognized auditing firm will act as Auditor. An independent third party will act as Administrator and Custodian. Proprietary and Confidential 19 EFTA01397844 Greg Martin III. CERTAIN RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST Potential investors should carefully consider the risks of an investment in the Access Fund, which include, but are not limited to, the risks outlined below as well as the detailed discussion with regard to risks and conflicts of interest generally applicable to the Underlying Fund set forth in the Underlying Fund PPM (attached hereto in Appendix A). All private fund investments involve a risk of loss of capital. No assurances can be given that the Underlying Fund or the Access Fund will achieve their investment objectives or that Limited Partners will not suffer loss. By making the Access Fund available, neither the General Partner, the Investment Manager nor any of their respective affiliates is providing investment advice or making any recommendation as to the advisability of an investment in the Access Fund or the Underlying Fund. An investment in the Access Fund is highly speculative and involves certain risks and conflicts of interest that prospective investors should consider carefully before subscribing. The following discusses certain risks and is not exhaustive, and other risks and conflicts not discussed below may arise in connection with the management and operation of the Access Fund. Business and Market Risks. The investments made by the Underlying Fund and indirectly by the Access Fund may involve a high degree of business and financial risk that can result in substantial losses. In particular, these risks could arise from changes in the financial condition or prospects of the entity in which the investment is made, changes in national or international economic and market conditions, and changes in laws, regulations, fiscal policies or political conditions of countries in which investments are made, including the risks of war and the effects of terrorist attacks. The impact of such events or other instances of war or natural disaster, is unclear but could have material adverse effects on general economic conditions and market liquidity, resulting in a partial or total loss of capital, and Investors should not invest unless they can readily bear the consequences of such loss. Placement Agents. The Placement Agents, including Raymond James, will receive, in respect of an Investor introduced to the Access Fund, a Placement Fee in an amount up to 2.0% of such Investor's Subscription, directly from such Investor for advisory services. The Placement Fee may differ among Placement Agents. In addition, depending upon each such Limited Partner's assets under management, among other factors, certain of these Limited Partners may compensate a EFTA01397845 particular Placement Agent at higher levels than other such Limited Partners Accordingly, the Placement Agents and/or their respective affiliates may receive higher levels of compensation in connection with investments by some Limited Partners than they receive in connection with investments by other Limited Partners. Any such Placement Fee may be waived or reduced in respect of any particular Investor without thereby entitling any other Investor to a similar waiver or reduction. In addition, the Placement Agents will receive from the Investment Manager a portion of the Management Fee on an ongoing basis. As the Placement Agents will receive ongoing compensation in respect of the Interests, they will have a conflict of interest in the form of an additional financial incentive to the Placement Agents and their respective equity owners and investment representatives to refer Investors to the Access Fund and in consulting with Investors as to the purchase of Interests. Given the existence of the compensation arrangements described above, the Placement Agents may benefit financially from referring Investors to the Access Fund rather than to other products that may also be appropriate for particular Investors. In addition, Raymond James will, and other Placement Agents may, also receive a placement fee or other fee from Glendower based on the aggregate capital commitment of the Access Fund to the Underlying Fund, which would further incentivize the Placement Agents to refer Investors to the Access Fund. Finally, Raymond James will, and other Placement Agents may, also receive a placement or other fee from Glendower on each referred "direct investor commitment" to the Underlying Fund. Such fee will result in Proprietary and Confidential 20 EFTA01397846 Greg Martin Raymond James and the other the Placement Agents having additional conflicts of interest with respect to the purchase of Interests by Investors. Risks Associated with Investing in the Access Fund. The Access Fund is an investment vehicle being formed to facilitate the investment of certain categories of investors into the Underlying Fund. The Access Fund's sole objective is to invest in the Underlying Fund and, other than such investment, the Access Fund is not expected to have any material operations. Substantially all of the capital contributions to the Access Fund will be contributed by the Access Fund to the Underlying Fund, and the Limited Partners will receive an indirect interest in the Underlying Fund Because the sole purpose of the Access Fund is to acquire an interest in the Underlying Fund, all of the risk factors and disclosures of potential conflicts set forth in the Underlying Fund PPM will be relevant when considering an investment in the Access Fund. Therefore, prospective Investors must also carefully review the Underlying Fund PPM, including the more detailed and comprehensive summary of risks related to an investment in the Underlying Fund. In addition to the risks and conflicts of interest described in the Underlying Fund PPM, which generally apply to the Access Fund and the Interests, Investors should note, among other things, the Access Fund will be a newly formed entity (i) that will not be registered under the Investment Company Act, (ii) that will issue illiquid securities that are not registered under the Securities Act or any other laws, (iii) that will not register under the Exchange Act, (iv) the Interests of which will be subject to restrictions on transfer and will have no public market, (v) which will not be permitted to make full or partial withdrawals from the Underlying Fund pursuant to the terms of the Underlying Fund's governing agreement (except in very limited circumstances) and (vi) with respect to which, investors may lose the entire amount of their investment. In addition, there can be no assurance that the Underlying Fund will realize its rate of return objectives, will realize similar returns to past funds or investments sponsored by Glendower or its affiliates or will return any investor capital. The returns of the Access Fund will depend almost entirely on the performance of its investment in the Underlying Fund and there can be no assurance that the Underlying Fund will be able to implement its investment objective and strategy or avoid substantial losses. Certain ongoing operating EFTA01397847 expenses of the Access Fund, which will be in addition to those expenses borne by the Access Fund as an investor in the Underlying Fund (e.g., carried interest, management fees, Underlying Fund expenses, organizational expenses and other expenses and liabilities borne by investors in the Underlying Fund), generally will be borne by the Access Fund and the Limited Partners, resulting in Investors in the Access Fund paying multiple layers of expense that will have a corresponding impact on the returns to the Limited Partners. Such additional expenses of the Access Fund will reduce the Access Fund's performance relative to the Underlying Fund. Pending investment in the Underlying Fund, the Access Fund may invest a portion of its assets in short-term interest bearing accounts which would not meet the Underlying Fund's overall return objectives. Although the Access Fund will be an investor in the Underlying Fund, investors in the Access Fund will not themselves be limited partners of the Underlying Fund and will not be entitled to enforce any rights against the Underlying Fund or the Glendower GP or any of their affiliates, assert claims against the Underlying Fund, Glendower or their affiliates or have any voting rights in the Underlying Fund. An investor in the Access Fund will have only those rights provided for in the Partnership Agreement, and will not be permitted to attend the annual meeting of investors of the Underlying Fund. The General Partner is not the general partner or manager of the Underlying Fund. None of the Access Fund, the General Partner or any of their affiliates will take part in the management of the Underlying Fund or have control over its management strategies and policies. The Access Fund is subject to the risk of bad judgment, negligence, or misconduct of the general partner or manager of the Underlying Fund and its affiliates. There have been Proprietary and Confidential 21 EFTA01397848 IIIIIIIIIIIreg Martin a number of instances in recent years in which pooled investment vehicles investing in third-party funds have incurred substantial losses due to sponsor misconduct. The Partnership Agreement will provide for indemnification of the General Partner, the Investment Manager, the Administrator, the Custodian and certain of their affiliates and certain other indemnified parties and any such indemnification (and the expense thereof) will be in addition to any indemnification granted under the Underlying Fund constituent documents. Investors in the Access Fund may be required to return amounts distributed to them by the Access Fund to fund the Access Fund's and/or the Underlying Fund's indemnity obligations and other liabilities as well as amounts recalled by the Underlying Fund for reinvestment in accordance with the Underlying Fund LPA, subject to certain exceptions and restrictions set forth in the Partnership Agreement. In addition, capital contributions to fund the Access Fund's indemnity obligations are outside of a Limited Partner's Subscription. Investors in the Access Fund may receive in-kind distributions to the extent the Underlying Fund distributes securities in-kind to its investors and the securities or other assets so received in an in-kind distribution may not be marketable or otherwise freely tradable. With respect to any such securities or other assets distributed in-kind, the risk of loss and delay in liquidating these securities or assets will be borne by the Limited Partners of the Access Fund, with the result that such Limited Partners may receive less cash than reflected in the fair value of such securities as determined by the General Partner pursuant to the Partnership Agreement. By making the Access Fund available, neither the General Partner, the Investment Manager nor any of their affiliates is providing investment advice or making any recommendation as to the advisability of an investment in the Access Fund or the Underlying Fund. None of the General Partner, the Investment Manager, nor any of their respective affiliates and personnel are required to devote all or any specified portion of their time to managing the Access Fund's affairs, or from engaging in any other business activities, whether or not competitive with the Access Fund. Each prospective investor in the Access Fund should consult with its own counsel and advisors as to all legal, tax, financial and related risks and conflicts concerning an investment in the Access Fund. The General Partner cannot currently predict the timing and amounts of the capital contributions that will EFTA01397849 be required to be made by Limited Partners to the Access Fund. Such capital contributions may be called on an irregular basis. The General Partner may require each Limited Partner to make a capital contribution to the Access Fund on the date it is admitted to the Access Fund. The General Partner will provide written notice of the exact size and timing of such initial capital contribution, if any, in advance of such Initial Closing of the Access Fund. Co-Investment Opportunities. The Glendower GP may offer co-investment opportunities with respect to certain investments to be made by the Underlying Fund and may allocate any such opportunities among interested parties in the Glendower GP's sole discretion. The Access Fund will not participate in coinvestment opportunities, which may result in lower total returns realized by the Access Fund relative to other investors in the Underlying Fund who participate in co-investment opportunities. Compensation. iCapital Securities, LLC often receives a placement fee as a result of its placement of certain investors in certain private investment funds available via the iCapital Network ("iCapital Funds"). The prospect of receiving such compensation creates an incentive for iCapital Securities, LLC to place investors in the iCapital Funds from which it receives a placement fee or may in the future receive such a fee over other investment vehicles from which it does not receive a placement fee. With respect to this Access Fund, the Investment Manager will be entitled to receive an ongoing investor servicing fee from Glendower for services performed in respect of the Access Fund and its investment in the Underlying Fund based on the total capital commitment of the Access Fund to the Underlying Fund. Such fee will result in the Investment Manager having additional conflicts of interest with respect to the purchase of Interests by Proprietary and Confidential 22 EFTA01397850 IIIIIIIIII[reg Martin Investors. The General Partner and the Investment Manager will retain and compensate registered investment advisers or Placement Agents for the purpose of marketing and selling the Interests. Any such arrangement may incentivize a registered investment adviser or a Placement Agent to recommend the Interests to investors where they might not otherwise make such recommendation or to recommend the Interests to investors over another investment. Certain management persons of the General Partner and the Investment Manager (or their respective affiliates) are also involved with soliciting investment advisers to participate in the iCapital Network and in performing diligence on such investment advisers with which to launch access vehicles, such as the Access Fund. Such relationships may create potential conflicts of interest. The General Partner and the Investment Manager address these conflicts by providing in their Code of Ethics that all supervised persons have a duty to act in the best interests of each investor and by providing training to supervised persons with respect to conflicts of interest and how such conflicts are resolved under the General Partner and the Investment Manager's policies and procedures. Furthermore, compensation for management persons is not based on any transaction-based compensation received by the General Partner (or its affiliates). Other Funds or Managed Account Agreements with Similar Strategies. The General Partner and/or Glendower may, in each of their sole discretion, manage other funds, and/or enter into management or advisory agreements with respect to managed accounts or other similar arrangements (collectively, "Managed Accounts") that provide an investment strategy and program similar to that of the Underlying Fund or conduit fund into such funds. As a result of such other funds and Managed Accounts, certain investors with access to investment programs similar to that of the Underlying Fund may receive additional benefits (including, but not limited to, reduced fee obligations, the ability to withdraw from a Managed Account or other fund on shorter notice and/or expanded informational rights) that Limited Partners in the Access Fund will not receive. Neither the Access Fund nor the Underlying Fund will be required to notify any or all of the Limited Partners in the Access Fund of any such Managed Account or other funds or any of the rights and/or terms or provisions thereof, nor will the Access Fund or the Underlying Fund be required to offer such different rights and/or terms to any or all of the Limited EFTA01397851 Partners in the Access Fund. The General Partner and/or Glendower may enter into such Managed Accounts with any party as it may determine in its sole discretion at any time. To the extent that the General Partner or its affiliates invests in any Managed Account with a similar strategy or that competes with the Underlying Fund or any investment of the Underlying Fund, the General Partner or its affiliates will not be obligated to take into account the interests of the Access Fund and may take positions and actions that are potentially contrary or adverse to the interests of the Access Fund and the Limited Partners. The Partners will have no recourse against the Access Fund, the General Partner, Glendower and/or any of their affiliates with respect to any of the foregoing. Valuation of the Assets of the Access Fund. The Investment Manager will value the securities held by the Access Fund. When no market exists, or it is not possible for the Investment Manager to obtain market quotations for the securities or investments held by the Access Fund, the Investment Manager will generally value such securities and investments in good faith and based on the valuation of such assets received from the Underlying Fund, or if the Underlying Fund does not provide the Investment Manager with such a valuation, based on other information it considers relevant. Because there is significant uncertainty as to the valuation of illiquid investments, the values of such investments may not necessarily reflect the values that could actually be realized by the Access Fund. Under certain conditions the Access Fund may be forced to sell investments at lower prices than it had expected to realize or defer- -potentially for a considerable period of time—sales that it had planned to make. In addition, under limited circumstances, the Investment Manager may not have access to all material information relevant to a valuation analysis with respect to investments. As a result, the valuation of the Access Fund's investments, and as a result the valuation of the Interests themselves, may be based on imperfect information and is subject to inherent uncertainties. Proprietary and Confidential 23 EFTA01397852 reg Martin Fidelity Relationship. The Investment Manager has entered into collaboration and services agreements with Fidelity Brokerage Services LLC and National Financial Services LLC (collectively, referred to as "Fidelity") pursuant to which the Investment Manager compensates Fidelity for providing certain administrative services in respect of investors who custody their investment in one or more iCapital Funds with Fidelity. The Fidelity investors subject to such arrangements will not bear any Fidelity custodial fees in respect of these assets. The fee, paid by an affiliate of the Investment Manager, is typically a percentage of the net asset value an investor has in applicable iCapital Funds. Further, the Investment Manager's affiliate, Institutional Capital Network, Inc., has committed to an annual marketing spend with Fidelity through which it will promote the iCapital network to Fidelity's platform of registered investment advisers and brokers. The existence of such compensation arrangements could create a potential conflict of interest. Any such compensation arrangement could create an incentive for Fidelity or any third party registered investment adviser or broker to recommend the interests in the iCapital Funds to investors where they might not otherwise make such recommendation. Educational Programs. The Investment Manager may, from time to time, offer (and, under certain circumstances, subsidize) certain educational and professional certification programs for financial advisers that recommend products included on the Institutional Capital Network platform. The provision of such programs may create a conflict of interest because the offering of such programs may incentivize the advisers that participate in such programming to recommend iCapital and interests in iCapital Funds over a manager or administrative agent who has not provided such educational opportunities. A prospective investor should carefully consider such conflict when determining whether to subscribe for interests. Default. If a Limited Partner fails to make a required capital contribution to the Access Fund on its due date (including, recalls of distributed capital), regardless of the reason (including legal or other prohibitions), the General Partner may impose substantial penalties on such Limited Partner and use any available remedies to enforce the contribution obligation, including, a total forfeiture of such Limited Partner's Interest. If the Access Fund fails to make a capital contribution with respect to its investment in the Underlying Fund when due, whether as a result of a default of a Limited EFTA01397853 Partner or otherwise, the Underlying Fund may exercise various remedies against the Access Fund, including forfeiture of all, or a part of, its investment in the Underlying Fund, which will have a material negative impact on the return of the Access Fund as a whole (including Limited Partners that have not defaulted on their commitment to the Access Fund). ERISA. Although the General Partner will use commercially reasonable efforts to limit investment in the Access Fund by benefit plan investors such that their investment in the Access Fund will not be "significant" for purposes of ERISA, there is no assurance that the assets of the Access Fund will not be deemed to be "plan assets" under ERISA. If the Access Fund's assets are treated as "plan assets", certain additional ERISA issues described under "Certain ERISA Considerations" below should be considered. Accordingly, certain transfers of interests in the Access Fund may be prohibited so as to avoid the assets of the Access Fund being deemed to be "plan assets" within the meaning of ERISA. In addition, the General Partner could be required to liquidate Access Fund investments at a disadvantageous time, resulting in lower proceeds to the Access Fund than might have been the case without the need for such compliance, to cause certain Limited Partners to liquidate their investments in the Access Fund, and/or to take such other actions permitted under the Partnership Agreement as it considers necessary for that purpose. Each benefit plan investor should consult his or her legal advisor concerning the consequences under ERISA of an investment in the Access Fund before making an investment in the Access Fund. In addition, the provision of managerial assistance to a portfolio company could result in the Access Fund being characterized as a "trade or business" for purposes of ERISA controlled group liability, and, in cases Proprietary and Confidential 24 EFTA01397854 reg Martin w ere e Access Fund has a significant ownership interest (generally 80% or more) in such portfolio company, there is a potential risk that the Access Fund and any portfolio company could be subject to controlled group liability under ERISA. These liabilities generally include funding obligations to singleemployer pension plans and withdrawal liability from union-sponsored multiemployer pension plans. In July 2013, the U.S. Federal Court of Appeals for the First Circuit held that the portfolio company management activities of a private equity fund could cause the fund to be regarded for ERISA controlled group liability purposes as engaging in a "trade or business" (the "2013 Sun Capital Case"). Further, in March 2016, the U.S. District Court for the District of Massachusetts held that affiliated private equity funds investing in the same portfolio company may form a "partnership-in- fact." The District Court found that the affiliated funds forming the de facto partnership would be subject to controlled group liability if the funds together held 80% or more of the portfolio company in question (together with the 2013 Sun Capital Case, the "Sun Capital Cases"). Although the extent of the impact of the holdings in the Sun Capital Cases is unclear, the possibility of trade or business characterization remains a risk for the Access Fund and private equity funds generally, especially in the First Circuit. Furthermore, the ownership interest of the Access Fund in some or all of its portfolio companies could be sufficient to create a controlled group relationship, especially if the ownership interests of related and/or parallel funds are aggregated when applying the controlled group ownership tests. Although many practitioners believe that such aggregation should not be required, there is some risk that a court might find otherwise, especially in the District of Massachusetts. To the extent relevant, the Access Fund currently intends to take the position that it is not engaged in a trade or business for ERISA controlled group liability purposes, that related and/or parallel funds will not have formed a de facto partnership and that ownership interests of any such related and/or parallel funds are not to be aggregated when applying the controlled group ownership tests. No Recourse Against the Underlying Fund. Limited Partners of the Access Fund will not be limited partners of the Underlying Fund, will have no direct interest in the Underlying Fund and will have no standing or recourse against the Underlying Fund, Glendower, their respective affiliates or any of their EFTA01397855 respective advisors, officers, directors, employees, partners or members. Lack of Transferability or Redemption of Interests. In light of the fact that there are restrictions on withdrawals, transfers and redemptions, and the Interests are not registered under the U.S. federal or state securities laws or similar laws of any non-U.S. jurisdiction, an investment in the Access Fund will be an illiquid investment. There will not be any market for the Interests Investments in the Access Fund should therefore be considered only by persons financially able to maintain their investment for an extended period of time, who can afford a loss of all or a substantial part of their investment and have the financial ability to satisfy capital calls. Even if the Access Fund's investment in the Underlying Fund proves successful, it is unlikely to produce a realized return to Limited Partners for a period of years. No Rights to Vote or Participate. In the event that there is an issue to be voted upon by the investors of the Underlying Fund, the General Partner and/or the Investment Manager, and not the Limited Partners, will determine how the Access Fund's interest in the Underlying Fund will be voted. the Access Fund, the General Partner or the Limited Partners will have an opportunity to participate in the control, management or operations of the Underlying Fund. Investment Concentration. The Access Fund will invest solely in the Underlying Fund (and in coinvestments, if any, with the Underlying Fund or its respective affiliates). Because the sole purpose of the Access Fund is to acquire an interest in the Underlying Fund, all investment risks set forth in the Underlying Fund PPM will be relevant when considering an investment in the Access Fund. The Underlying Fund may only make a limited number of investments and accordingly a significant portion of the Underlying Fund's aggregate commitments may be invested in any one industry, region or country. As a result, any single loss Proprietary and Confidential 25 In addition, none of EFTA01397856 Greg Martin incurre by the Underlying Fund's investments may have a significant adverse impact on the Underlying Fund and the Access Fund. Diverse Partnership. Investors in the Access Fund may include U.S. taxable and tax-exempt investors, and may include persons or entities organized in various jurisdictions or who otherwise have different characteristics or interests. As a result, conflicts of interest may arise in connection with decisions made by the Investment Manager that may be more beneficial for one type of investor than for another type of investor. In its management of the Access Fund, the Investment Manager will consider the investment objectives of the Access Fund as a whole and not the investment objectives of any investor individually. Certain Information Regarding the Underlying Fund Will Not be Disclosed to Limited Partners. Glendower, the Underlying Fund and their respective affiliates will have certain confidential information relating to the Underlying Fund and its portfolio that has not and will not be disclosed to the Limited Partners of the Access Fund. Terms of the Underlying Fund The terms of the Underlying Fund are subject to change. There can be no assurances that the partners of the Underlying Fund will not further amend the Underlying Fund's governing agreement. Neither the Access Fund nor the General Partner will have the ability to unilaterally block any amendment of the Underlying Fund's governing agreement. None of Glendower, the Underlying Fund or the General Partner will have any liability or responsibility to any Limited Partner for any changes to the terms of the Underlying Fund. The General Partner is under no obligation to revise or supplement this Memorandum, notwithstanding any amendments to the Underlying Fund's governing agreement and neither the Underlying Fund nor Glendower is under an obligation to revise or supplement this Memorandum or the Underlying Fund PPM. Side Letters. The Access Fund and/or the General Partner acting in its capacity as general partner of the Access Fund may enter into other written agreements ("Side Letters") with one or more Limited Partners of the Access Fund (and the Underlying Fund or the Glendower GP may do the same with respect to limited partners of the Underlying Fund). These Side Letters may entitle a Limited Partner to make an investment in the Access Fund on terms other than those described herein, in the Partnership Agreement, and in the subscription agreements relating to the purchase of the Interests (each, a EFTA01397857 "Subscription Agreement"). Any such terms, including with respect to (i) reporting obligations of the Access Fund, (ii) transfers to affiliates, (iii) withdrawal rights due to adverse tax or regulatory events, (iv) consent rights to certain Partnership Agreement amendments, (v) payment of Management Fee, or (vi) any other matters, may be more favorable than those offered to any other Limited Partners. If the Access Fund and/or the General Partner acting in its capacity as general partner of the Access Fund enter into a Side Letter entitling a Limited Partner to withdraw from the Access Fund, any election to withdraw by such Limited Partner may increase any other Limited Partners' pro rata Interest. The Underlying Fund and/or the Glendower GP may also enter into Side Letters with the limited partners of the Underlying Fund (including the Access Fund) entitling certain limited partners to preferential terms in connection with their investment in the Underlying Fund. Notwithstanding anything to the contrary in the Underlying Fund PPM or the Underlying Fund LPA, Limited Partners will not be entitled to the benefit of any Side Letters, and the Access Fund will not distribute copies of any Side Letters that it receives in its capacity as a limited partner of the Underlying Fund to its Limited Partners. No Guarantee Qualified Matching Service Will be Available. The Partnership Agreement prohibits transfers of Interests without the consent of the General Partner, which may be granted or withheld in the Proprietary and Confidential 26 EFTA01397858 Greg Martin so e iscretion of the General Partner (regardless of whether a Qualified Matching Service is available). In addition, the constituent documents of the Underlying Fund do not allow for transfers of Interests without the prior written consent of the Glendower GP. Repayment of Distributions. The Access Fund may be required to repay to the Underlying Fund or to pay creditors of the Underlying Fund, as applicable, distributions previously received by it. In addition, the Access Fund may be required to pay to the Underlying Fund amounts that are required to be withheld by the Underlying Fund for tax purposes. The Access Fund may require Limited Partners to return to the Access Fund all or part of any distribution by the Access Fund to the Limited Partners in order to satisfy all or any portion of the Access Fund's indemnification and other obligations to the Underlying Fund or otherwise. Similarly, Limited Partners may also be required to repay or pay such amount to the Access Fund if the Access Fund is unable otherwise to meet its obligations. Reinvestment. The Glendower GP has the right to recall capital contributions, including, during the investment period of the Underlying Fund (the "Investment Period"), capital contributions applied to an investment that has been disposed of within 24 months of such investment and following the termination of the Investment Period, an amount equal to any and all distributions made to the limited partners for the purpose of funding existing obligations to make contributions or advances in respect of investments and any follow-on investments. Accordingly, the Access Fund may be required to make capital contributions in excess of its commitment, and to the extent such recalled or retained amounts are reinvested in investments, the Access Fund will remain subject to investment and other risks associated with such investments. Indemnity Obligation. The Access Fund will be required to indemnify the General Partner, the Investment Manager, the administrator and certain of their affiliates and representatives (including any sub-advisor or other similar service provider) for liabilities incurred in connection with the affairs of the Access Fund. Any such indemnification (and the expenses thereof) will be in addition to the indemnification granted under the Partnership Agreement in respect of the Access Fund's indemnity obligations and any indemnification granted under the Underlying Fund's governing documents (and the investments of the Underlying Fund), including the obligation to return distributions to fund EFTA01397859 any such Underlying Fund indemnification (with the Limited Partners in turn being required to return distributions). The Access Fund's indemnification obligations under the Partnership Agreement may be funded by capital calls from the Limited Partners or through the return of Distributions previously made to the Limited Partners. A Limited Partner's obligation to fund capital calls in respect of the Access Fund's indemnification obligations are apart from an Investor's Subscription, and therefore will not be capped. In addition, the Access Fund's assets, including any investments held by the Access Fund (including cash or cash equivalents), are available to satisfy all liabilities and other obligations of the Access Fund, including indemnification obligations. The obligation to fund an indemnification claim will survive the dissolution of the Access Fund. Multiple Layers of Expenses. The Access Fund and the Underlying Fund each have expenses and management costs that will be borne, directly (in the case of expenses and costs of the Access Fund) or indirectly (in the case of expenses and costs of the Underlying Fund), by the Access Fund. Further, distributions from the Underlying Fund to the Access Fund will be subject to the carried interest of the Glendower GP. In addition, certain expenses will be apart from a Limited Partner's Subscription, including indemnification expenses and certain other required payments, including transfer expenses, interest expenses in connection with subsequent closings, certain tax preparation and other expenses attributable to specific limited partners. A Limited Partner's obligation to fund these expenses will not be capped. Proprietary and Confidential 27 EFTA01397860 IIIIIIIIIIhreg Martin Investors in Subsequent Closings. Investors subscribing for Interests on a Subsequent Closing may participate in existing investments of the Underlying Fund diluting the Interests of the other Investors therein. Although such Investors will generally contribute their pro rata share of prior capital calls, there can be no assurance that this payment will reflect the fair value of the Underlying Fund's existing investments at the time such additional Interests are subscribed for. Furthermore, in the event that an investment of the Underlying Fund has been the subject of a disposition prior to the date of any Subsequent Closing, Investors at such Subsequent Closing may not be permitted to participate in such investment, as determined by the Investment Manager. Public Disclosure. Some of the Interests may be held by investors, such as public pension plans and listed investment vehicles, which are subject to public disclosure requirements. The amount of information about their investments that is required to be disclosed has increased in recent years, and that trend may continue. To the extent that disclosure of confidential information relating to the Access Fund or the Underlying Fund results from interests being held by public investors, the Access Fund may be adversely affected. The General Partner may, in order to prevent any such potential disclosure, withhold information otherwise to be provided to such public investors. Conversely, potential future regulatory changes applicable to investment advisors and/or the accounts they advise could result in the Access Fund becoming subject to additional disclosure requirements, the specific nature of which is as yet uncertain. Borrowings. The General Partner may choose to commit all of the Limited Partners' Subscriptions to the Access Fund for investment into the Underlying Fund, in which case, the General Partner may need to fund Access Fund expenses or future capital calls by the Underlying Fund (to the extent all of the Limited Partners' Subscriptions have previously been called) through the distributions received from the Underlying Fund (in which case the Limited Partners will be allocated income without corresponding cash to pay taxes on such income) or through borrowings. The Access Fund may borrow money in an aggregate amount of up to 20% of the total Subscriptions to the Access Fund, including pursuant to a Credit Facility or other loans from a third party. Such borrowing provides the advantages of leverage, but exposes the Access Fund to capital risk and higher current EFTA01397861 expenses. The Access Fund may provide collateral to the banks from which it borrows by pledging some or all of the assets of the Access Fund (the "Access Fund Assets") and/or the Subscriptions to the Access Fund. In such event, the Access Fund may also be required to delegate the rights to issue drawdown notices and to receive capital contributions to a third party. This procedure exposes the Access Fund to the risk that for whatever reason, including, the default, insolvency, negligence, misconduct or fraud of such banks, the Access Fund will not reacquire the ownership of such Access Fund Assets upon the repayment by the Access Fund of such loans. Also, the Access Fund will be unable to reacquire such Access Fund Assets if the Access Fund defaults on such loans. The Access Fund's failure or inability to reacquire such Access Fund Assets from the banks in whose name the Access Fund Assets are pledged in support of a loan could involve the Access Fund in protracted litigation and, potentially, result in the complete loss of such Access Fund Assets. While the Investment Manager will cause the Access Fund to borrow money only from banks it believes to be creditworthy, there can be no absolute certainty that such banks will return such Access Fund Assets to the Access Fund upon the repayment of such loans. The Underlying Fund may also borrow funds including pursuant to a credit facility or other loans from a third party. Such borrowings may require the Glendower GP or an affiliate to pledge all or a portion of the property of the Underlying Fund and/or the commitments to the Underlying Fund (including the Access Fund's commitment to the Underlying Fund). The borrowing by the Underlying Fund may make it more difficult for the Access Fund to enter into a Credit Facility or otherwise borrow funds. If the Access Fund is not able to borrow sufficient funds to fund any obligations in advance of receipt of amounts from Limited Proprietary and Confidential 28 EFTA01397862 Greg Martin Partners or to cover defaults, the Access Fund may no longer be able to fully meet its capital contribution obligations towards the Underlying Fund and may be treated as a defaulting investor for purposes of the Underlying Fund LPA. Cash Management; Over-commitment. To help manage cash flows and ensure sufficient amount of the Limited Partner's subscriptions are available to pay expenses of the Access Fund, the General Partner may, in its sole discretion, choose not to commit up to 10% of the Limited Partners' Subscriptions to the Access Fund for investment into the Underlying Fund. However, the General Partner is not required to set aside any such amounts, and may commit up to 100% of the Limited Partners' Subscriptions to the Underlying Fund. If the General Partner over-commits the Access Fund to the Underlying Fund (i.e., commits an amount to the Underlying Fund, which together with any expenses of the Access Fund, is greater than the total amount of the Limited Partners' Subscriptions to the Access Fund) the General Partner may need to fund Access Fund expenses or future capital calls by the Underlying Fund through the distributions received from the Underlying Fund (in such case the Limited Partners will be allocated income without corresponding cash to pay taxes on such income) or through borrowings. However, if there is a delay in the return of capital, or insufficient capital is returned from the Underlying Fund and the Access Fund is not able to borrow sufficient funds, the Access Fund may no longer be able to fully meet its capital contribution obligations towards the Underlying Fund. Lack of Diversification. The Access Fund only intends to invest in the Underlying Fund. Accordingly, the assets of the Access Fund are subject to greater risk of loss than if they were more widely diversified. Poor performance on the part of the Underlying Fund will cause poor performance of the Access Fund. If the Access Fund if not able to raise enough capital, it will also invest less in the Underlying Fund than originally contemplated. Forward-Looking Statements. Statements contained in this Memorandum that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the General Partner and the Investment Manager. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Moreover, certain information contained in this Memorandum constitutes "forward-looking" statements, which often can be EFTA01397863 identified by the use of forward-looking terminology such as "may," "will," "seek," "should," "expect," "anticipate," "project," "estimate," "intend," "continue," "target," "plan," or "believe," or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those set forth herein, actual events or results or the actual performance of the Access Fund and the Underlying Fund may differ materially from those reflected or contemplated in such forward-looking statements. Disqualification of Certain "Bad Actors" from Rule 506 Offerings. The Interests are offered in reliance upon the exemptions from registration provided in the Securities Act and/or Regulation D promulgated thereunder. The Access Fund would be disqualified from relying on Rule 506 of Regulation D ("Rule 506") for any offer or sale of Interests if certain "bad actors" are involved in such offering, unless the disqualification could not have been identified by the Access Fund in the exercise of reasonable care or has been waived by the SEC staff. The Access Fund has implemented certain procedures to prevent any "Covered Person" (as defined in Rule 506(d)) subject to a "disqualifying event" (as defined in Rule 506(d)(1) of Regulation D) from participating in the offering of Interests or investing in the Access Fund. Covered Persons include, but are not limited to, the General Partner, the Placement Agents and beneficial owners of 20% or more of the Access Fund's voting equity securities. The General Partner may, in its sole discretion, involuntarily redeem all or a portion of a Limited Partner's Interest to satisfy the conditions set forth in Rule 506. Nevertheless there is a risk that the Access Fund will be required to terminate the offering of Interests in the event that an affiliate, Limited Partner holding 20% or more of the Access Fund's voting Proprietary and Confidential 29 EFTA01397864 reg Martin equity securities, or anyone else who otherwise qualifies as a Covered Person becomes subject to a disqualifying event. The Access Fund will be required to make representations to the Glendower GP that the Access Fund and anyone that is treated as a beneficial owner under Rule 506, has not been subject to a disqualifying event. To the extent that any of the foregoing persons is not able to make such representation, or becomes subject to a disqualifying event, the Glendower GP may refuse to accept any or all of the Access Fund's subscription, or require the Access Fund to provide documentation and information regarding the disqualifying event. General Legal and Regulatory Risks. Legal and regulatory changes could occur during the term of the Access Fund, which may adversely affect the Access Fund or the Underlying Fund and its investments. The regulatory environment for private investment funds of a type similar to the Access Fund or the Underlying Fund is evolving. In particular, there have been significant movements towards greater governmental scrutiny and/or potential regulation of the private investment funds industry. It is uncertain as to what form and in what jurisdictions such enhanced scrutiny and/or regulation on the private investment funds industry may ultimately take. However, increased regulatory oversight may impose administrative burdens on the General Partner, Investment Manager and Glendower, including, without limitation, responding to investigations and implementing new policies and procedures. Such burdens and regulatory scrutiny or initiatives may divert the General Partner, Investment Manager and Glendower's time, attention and resources from portfolio management activities, and may also adversely affect the private investment funds industry, including the value or investments of the Underlying Fund and the Access Fund. Furthermore, such scrutiny may increase the exposure of the Underlying Fund, Glendower, the Access Fund, the General Partner and the Investment Manager to potential liabilities and to legal, compliance and other related costs. Also, the implementation of the Dodd-Frank Wall Street reform and Consumer Protection Act (the "DoddFrank Act") has resulted in extensive rulemaking and regulatory changes that affect private fund managers, the funds that they manage and the financial industry as a whole. Pursuant to the Dodd-Frank Act, the SEC has adopted rules that will require additional reporting by registered investment advisers to private funds, EFTA01397865 which will add costs to the legal, operations and compliance obligations of the Investment Manager, and increase the amount of time that the Investment Manager spends on noninvestment-related activities, all of which could adversely impact the Access Fund's investment returns. The Dodd-Frank Act affects a broad range of financial market intermediaries and other market participants with whom the Underlying Fund interacts or may interact. Regulatory changes that will affect other market participants are likely to change the way in which the Underlying Fund conducts business with counterparties. Parts of the Dodd-Frank Act, such as the "Volcker Rule," may affect the number and type of participants in the markets in which the Underlying Fund may trade. It is difficult to anticipate the impact of these and other regulatory changes on the Underlying Fund, Glendower, the Access Fund, the General Partner and the Investment Manager. It may take years to understand the impact of the Dodd-Frank Act on the financial industry as a whole, and therefore, the continued uncertainty may make markets more volatile, and it may be more difficult for Glendower to execute the investment strategy of the Underlying Fund, all of which could adversely impact the Access Fund's investment returns. New Market Structure Requirements Applicable to Derivatives. The Dodd-Frank Act enacted, and the U.S. Commodity Futures Trading Commission ("CFTC") and SEC have issued or proposed rules to implement, both broad new regulatory requirements and broad new structural requirements applicable to over the counter ("OTC") derivative markets and, to a lesser extent, listed commodity futures (and futures Proprietary and Confidential 30 EFTA01397866 Greg Martin options) markets. Similar changes are in the process of being adopted in the European Union, Japan, and other major financial markets. These changes include, but are not limited to: requirements that many categories of the most liquid OTC derivatives (currently limited to specified interest rate swaps and index credit default swaps) be executed on qualifying, regulated exchanges and be submitted for clearing; real-time public and regulatory reporting of specified information regarding OTC derivative transactions; enhanced documentation requirements; margin requirements for uncleared swaps; position limits; and recordkeeping requirements. While these changes are intended to mitigate systemic risk and to enhance transparency and execution quality in the OTC derivative markets, the impact of these changes is not known at this time. For instance, cleared OTC derivatives are subject to margin requirements established by regulated clearinghouses, including daily exchanges of cash variation (or mark-to-market) margin and an upfront posting of cash or securities initial margin to cover the clearinghouse's potential future exposure to the default of a party to a particular OTC derivative transaction. Furthermore, "financial end users," such as the Underlying Fund, that enter into OTC derivatives that are not cleared are generally required to exchange margin to collateralize such derivatives. Under the new rules, the level of margin that will be required to be exchanged in connection with uncleared derivatives will in many cases be substantially greater than the level currently required by market participants or clearinghouses. These changes could significantly increase the costs to the Underlying Fund of utilizing OTC derivatives, reduce the level of exposure the Underlying Fund is able to obtain (whether for risk management or investment purposes) through OTC derivatives, and reduce the amounts available to the Underlying Fund to make non-derivative investments. These changes could also impair liquidity in certain OTC derivatives and adversely affect the quality of execution pricing obtained by the Underlying Fund, all of which could adversely impact the Underlying Fund's, and as a result the Access Fund's, investment returns. Furthermore, the margin requirements for cleared and uncleared OTC derivatives may require that Glendower, in order to maintain its exemption from commodity pool operator ("CPO") registration under CFTC Rule 4.13(a)(3), limit the Underlying Fund's ability to enter into hedging transactions or to obtain EFTA01397867 synthetic investment exposures, in either case adversely affecting the Underlying Fund's ability to mitigate risk. Position Limits. The Dodd-Frank Act significantly expanded the scope of the CFTC's authority and obligation to require reporting of, and adopt limits on, the size of positions that market participants may own or control in commodity futures and The Dodd-Frank Act also narrowed existing exemptions from such risk management transactions. In accordance with the requirements of required to establish, and the CFTC has proposed but not yet adopted, limits on additional listed futures and options on physical commodities and economically equivalent OTC derivatives; position limits applicable to swaps that are economically equivalent to United States listed futures and futures options contracts, including contracts on non-physical commodities, such as rates, currencies, equities and credit default swaps; and aggregate position limits for a broad range of derivatives contracts based on the same underlying commodity, including swaps and futures and futures options contracts. A person (including Glendower, the General Partner and the Investment Manager) is generally required to aggregate positions it owns or controls (including held indirectly through entities in which a person has a 10% or greater ownership interest) for purposes of current and proposed position limits, subject to certain exemptions for, among other things, independently traded positions. Proprietary and Confidential 31 futures options contracts and swaps. position limits for a broad range of the Dodd-Frank Act, the CFTC is additional speculative position EFTA01397868 Greg Martin The full impact of these recent changes is not known at this time. Individually and collectively, current and proposed position limits and associated aggregation requirements could increase the costs to the Underlying Fund of maintaining positions in commodity futures and futures option contracts and swaps, and reduce the level of exposure the Underlying Fund is able to obtain (whether for risk management or investment purposes) through commodity futures and futures option contracts and swaps. These requirements could also impair liquidity in certain swaps and adversely affect the quality of execution pricing obtained by the Underlying Fund, all of which could adversely impact the Underlying Fund's investment returns. Access Fund Counsel. Cleary Gottlieb Steen & Hamilton LLP currently serves as U.S. counsel for the Access Fund. Cleary Gottlieb Steen & Hamilton LLP renders legal services to the Investment Manager and the General Partner and does not represent the interests of any Limited Partners in the Access Fund. Maples and Calder currently serves as Cayman Islands counsel for the Investment Manager and the General Partner. Maples and Calder renders legal services to the Investment Manager and the General Partner and does not represent the interests of any Limited Partners in the Access Fund. No independent counsel has been retained to act for prospective investors. Prospective investors should seek their own legal, tax and financial advice before making an investment in the Access Fund. Recent Changes in U.S. Tax Law. New legislation known as "An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018" (the "2017 Tax Legislation") was enacted on December 22, 2017. The 2017 Tax Legislation could have a significant impact on the taxation of a Limited Partner's investment in the Access Fund and in the Access Fund's investment in the Underlying Fund. Changes include, among other things, (i) limitations on the deductibility of net interest expense, (ii) changes in the corporate tax rate, (iii) an expansion of the definition of controlled foreign corporation and a deemed repatriation of deferred earnings of a 1096-owned foreign corporation, each of which may result in phantom income for Limited Partners that are U.S. taxable persons, (iv) changes to the taxation of income derived outside the United States and (v) immediate expensing of expenditures for certain tangible property, all of which could affect the tax liability of the entities in which the Underlying Fund invests, as EFTA01397869 well as any returns attributable thereto. In addition, changes that could affect a particular Limited Partner's investment in the Access Fund include (i) limitations on the deductibility of state and local income taxes, (ii) the suspension of the deduction for investment expenses and all miscellaneous itemized deductions; (iii) a reduced tax rate for certain partnership income, not including capital gains, qualified dividends or most interest income and (iv) changes in the tax treatment of a disposition of an interest in the Access Fund so that gain or loss from such disposition by a non-U.S. partner is treated as effectively connected income to the extent a sale of the underlying partnership assets would have resulted in income effectively connected with a U.S. trade or business, and a potential withholding tax on any disposition of such a partnership interest. Finally, the 2017 Tax Legislation increased the holding period required in order for professionals to treat carried interest as capital gain, which may increase the amount of taxes such professionals would be required to pay with respect to their carried interest in the case of amounts realized on investments held for three years or less. Such changes, together with the 2017 Tax Legislation's potential effect on the economy more generally, could have a substantial and possibly adverse effect on investment valuations and the after-tax returns of the Access Fund. In particular, the 2017 Tax Legislation may have a significant impact on the profitability and financial condition of entities in which the Underlying Fund invests. If so, this could have an impact on the returns of the Underlying Fund and the Access Fund. The reforms may also affect the competitive landscape of the private funds sector. At this time, it is not possible to predict the full effect of this legislation on the Underlying Fund, its potential investments, or the Access Fund. Prospective investors Proprietary and Confidential 32 EFTA01397870 Greg Martin should consult their own tax advisors regarding the implications of the 2017 Tax Legislation and other potential changes in tax laws, including in light of their own particular circumstances. Annual Income Tax Information. Limited Partners may be required to obtain extensions for filing U.S. federal, state and local income tax returns. Each Limited Partner will be furnished information on an IRS Form 1065 Schedule K-1 for preparation of such Limited Partner's individual U.S. federal income tax return. The furnishing of such information is subject to, among other things, the timely receipt by the Access Fund of information from the Underlying Fund. Taxes in Excess of Distributions; "Phantom" or "Dry" Income. A Limited Partner will be taxed on its share of taxable income from the Access Fund, regardless of whether the Access Fund makes any distributions. Such taxable income is commonly referred to as "phantom" or "dry" income. Moreover, Limited Partners may be allocated taxable income from the Access Fund for a tax year, even though they only receive distributions in such tax year intended to be treated as a return of capital. Tax-Exempt Investors and UBTI. Tax-exempt investors (including IRAs) should expect to recognize UBTI from the Access Fund, which will create a requirement to make tax filings and pay taxes. Non-U.S. Investors and ECI, U.S. Federal Income Tax Withholding and Branch Profits Taxes. NonU.S. investors should expect to recognize ECI through the Access Fund. Non-U.S. investors also should expect to be subject to U.S. federal income tax withholding, and may be subject to the U.S. branch profits tax, on their shares of income from the Access Fund. FATCA. The Foreign Account Tax Compliance Act ("FATCA") requires all entities in a broadly defined class of foreign financial institutions ("FFIs") to comply with a complicated and expansive reporting regime or be subject to 30% U.S. federal income tax withholding on certain U.S. payments (and beginning in 2019, 30% U.S. federal income tax withholding on gross proceeds from the sale of U.S. stocks and securities) and requires non-U.S. entities that are not FFIs to either certify they have no substantial U.S. beneficial ownership or to report certain information with respect to their substantial U.S. beneficial ownership or be subject to 30% U.S. federal income tax withholding on certain U.S. payments (and beginning in 2019, a 30% U.S withholding tax on gross proceeds from the sale of U.S. stocks and EFTA01397871 securities). FATCA also contains complex provisions requiring participating FFIs to withhold on certain "foreign pass thru payments" made to nonparticipating FFIs and to holders that fail to provide the required information. The definition of a "foreign pass thru payment" is still reserved under the current regulations; however, the term generally refers to payments that are from non-U.S. sources but that are "attributable to" certain U.S. payments and gross proceeds as described above. Withholding on these payments is not set to apply until 2019. The Access Fund may invest in FFIs through the Underlying Fund. The reporting obligations imposed under FATCA require FFIs to enter into agreements with the IRS to obtain and disclose information about certain investors to the IRS or, if subject to an Intergovernmental Agreement (an "IGA"), register with the IRS. IGAs are generally intended to result in the automatic exchange of tax information through reporting by an FFI to the government or tax authorities of the country in which such FFI is domiciled, followed by the automatic exchange of the reported information with the IRS. These reporting requirements may apply to underlying entities in which the Access Fund is deemed to invest and the Access Fund will not have control over whether such entities comply with the reporting regime. Any amounts withheld pursuant to FATCA that are allocable to a Limited Partner may, in accordance with the Partnership Agreement, be deemed to have been distributed to such Limited Partner to the extent the taxes reduce the amount otherwise distributable to such Limited Partner. Prospective investors should consult their own tax advisors regarding all aspects of FATCA as it affects their particular circumstances. Proprietary and Confidential 33 EFTA01397872 IIIIIIIIIIreg Martin Partnership Audit Legislation. Under the Bipartisan Budget Act of 2015, legislation was enacted that significantly changes the rules for U.S. federal income tax audits of partnerships (the "BBA Rules"). Such audits will continue to be conducted at the partnership level, but with respect to U.S. federal income tax returns for taxable years beginning after December 31, 2017, and, unless a partnership qualifies for and affirmatively elects an alternative procedure, any adjustments to the amount of tax due (including interest and penalties) will be payable by the partnership. Under the elective alternative procedure, a partnership would issue information returns to persons who were partners in the audited year, who would then be required to take the adjustments into account in calculating their own tax liability, and the partnership would not be liable for the adjustments. If the Access Fund does not or is not able to make such an election, then (1) the then current Partners of the Access Fund, in the aggregate, could indirectly bear income tax liabilities in excess of the aggregate amount of taxes that would have been due had the Access Fund elected the alternative procedure, and (2) a given Partner may indirectly bear taxes attributable to income allocable to other Partners or former Partners, including taxes (as well as interest and penalties) with respect to periods prior to such Partner's ownership of Interests. Amounts available for distribution to the Partners may be reduced as result of the Access Fund's obligations to pay any taxes associated with an adjustment. While we cannot provide any assurance, the General Partner generally intends to seek to ensure that the BBA Rules do not materially modify the current allocation of tax costs among Partners. Under the Partnership Agreement, current and former Partners may be required to indemnify the Access Fund for any tax costs that are allocable to them. In addition, if any taxes (including any interest and penalties) are borne directly by a "tax partnership" in which the Access Fund invests (directly or indirectly), the General Partner generally intends to appropriately allocate the burden of such taxes among the Partners and any former Partners. We cannot provide assurance that the Access Fund will be eligible to make an election under the alternative procedure or that it will, in fact, make such an election for any given adjustment. Furthermore, the Underlying Fund must comply with the BBA Rules as well, and therefore the Limited Partners may indirectly suffer adverse consequences as a result. Many issues and EFTA01397873 the overall effect of the BBA Rules on the Access Fund and the Underlying Fund are uncertain, and prospective investors should consult their own tax advisors regarding all aspects of this legislation as it affects their particular circumstances. Other Tax Risks. An investment in the Access Fund involves complex U.S. federal, state and local and foreign income tax considerations that will differ for each Limited Partner. Prospective Limited Partners are advised to seek the advice of a qualified expert on matters of U.S. federal, state and local and foreign taxation of the Access Fund and ownership of the Interests. In judging whether to invest in the Access Fund, a prospective Limited Partner should consider the tax consequences thereof which include, but are not limited to: W the possibility of adverse changes in applicable tax laws; W the possibility that a Limited Partner may be required to file tax returns and pay tax in jurisdictions in which the Access Fund's Assets are deemed to be located and where the Access Fund is considered to be conducting business; iy the possibility that the Interests could decline in value with a Limited Partner realizing a capital loss if the Access Fund is liquidated or the Limited Partner disposes of its Interests, with limitations on the deductibility of any such capital loss; IV the possibility of substantial taxation of the Access Fund or Limited Partners, including imposition of state, local and foreign taxes (including withholding taxes), alternative minimum taxes and the net investment income tax; and Proprietary and Confidential 34 EFTA01397874 reg Martin flG the possibility that the allocations of the Access Fund's income, gain, loss and deduction to the Limited Partners will not be respected. It is possible that an audit of the Access Fund's (or the Underlying Fund's) income tax returns by the IRS or other tax authority, if conducted, may result in a material increase in taxable income (or a decreased loss) to a Limited Partner than what was initially reported to the Limited Partner by the Access Fund. Such an audit may also result in an audit of a Limited Partner's personal income tax returns. Limited Partners will not be indemnified for any taxes, penalties and interest that arise in connection with any audit. A Limited Partner must report each Access Fund item of income, gain, loss, deduction or credit for U.S. federal income tax purposes consistent with such item's treatment on the Access Fund's U.S. federal income tax returns. In the event of an audit, the tax treatment of all Access Fund items may be determined at the Access Fund level in a single proceeding rather than in separate proceedings with each Limited Partner. The General Partner will take primary responsibility for contesting U.S. federal income tax adjustments proposed by the IRS, to extend the statute of limitations as to all investors and, in certain circumstances, the General Partner may be able to bind investors to a settlement with the IRS. Each Limited Partner's participation in administrative or judicial proceedings relating to the Access Fund items would be restricted. See Section IV, "Certain U.S. Federal Income Tax Considerations" for a more detailed discussion of the significant tax considerations relevant to an investment in an Interest. Proprietary and Confidential 35 EFTA01397875 Greg Martin IV. TAX, REGULATORY AND CERTAIN ERISA CONSIDERATIONS CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS The following discussion is a brief summary of certain U.S. federal income tax considerations that may be applicable to an investment in the Access Fund. This discussion is based upon the Code, existing U.S. Treasury Regulations, and judicial decisions and administrative interpretations thereunder, all as of the date of this Memorandum, all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. We cannot assure you that the IRS will not take a different position regarding one or more of the tax considerations described below. We have not obtained and do not intend to obtain a ruling from the IRS or an opinion of counsel with respect to the U.S. federal tax considerations resulting from acquiring, holding or disposing of the Limited Partnership Interests. This discussion does not address all U.S. federal income tax considerations that may be important to a particular Limited Partner in light of the Limited Partner's circumstances or to certain categories of Limited Partners that may be subject to special rules (such as financial institutions, insurance companies, dealers in securities, U.S. expatriates, Limited Partners whose functional currency is not the U.S. dollar, or persons who hold the Interests as part of a hedge, conversion transaction, straddle or other risk reduction transaction or otherwise as part of a "synthetic asset"). This discussion is limited to beneficial owners who purchase the Interests for cash at original issuance from the Access Fund. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction or the U.S. federal income tax consequences to tax-exempt entities and non-U.S. persons of an investment in the Access Fund. In addition, this discussion should be read in conjunction with the discussion of tax considerations contained in the Underlying Fund PPM, as the tax consequences described therein could have a material impact on Limited Partners and their investment in the Access Fund. The U.S. federal income tax considerations discussed in this summary are applicable to Limited Partners who or that are U.S. persons. Limited Partners who are not U.S. persons should consult their own tax advisors regarding the United States income tax consequences of an investment in the Access Fund. For purposes of this summary, a "U.S. person" generally is for U.S. federal income tax purposes (1) an individual citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation EFTA01397876 for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust which either (i) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person. If an entity treated as a partnership for U.S. federal income tax purposes holds the Interests, the U.S. federal income tax treatment of the partnership and an equity holder of the partnership generally depends upon the status of the equity holder and the activities of the partnership. If you are an equity holder in such a partnership holding the Interests, you should consult your own tax advisors. This summary is based on the assumptions that each Limited Partner (i) will provide all appropriate certifications to the Access Fund in a timely fashion to minimize withholding, including backup withholding and withholding under FATCA, on its distributive share of the Access Fund's income; (ii) will hold its Interests as a capital asset for U.S. federal income tax purposes, and (iii) holds its Interests for its own account and not as an agent or nominee for another person. Each prospective Limited Partner should also note that this summary does not address the interaction of U.S. federal tax laws and any income or estate tax treaties between the United States and any other jurisdiction. Proprietary and Confidential 36 EFTA01397877 Greg Martin No assurance can be given that the IRS will concur with the tax consequences set forth below. Each prospective investor is advised to consult its own tax and financial advisors as to the U.S. federal income tax consequences of an investment in the Access Fund and as to applicable state, local, estate, foreign or other tax laws. THIS SUMMARY IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY PROSPECTIVE LIMITED PARTNER. PROSPECTIVE LIMITED PARTNERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES AND ANY OTHER POTENTIAL TAX CONSEQUENCES UNDER THE LAWS OF ANY STATE, LOCALITY OR OTHER RELEVANT TAXING JURISDICTION ARISING FROM THE ACQUISITION, HOLDING OR DISPOSAL OF INTERESTS. Status for U.S. Federal Income Tax Purposes. It is expected that the Access Fund and the Underlying Fund (together, the "Funds") each will be treated as a partnership for U.S. federal income tax purposes. As a partnership, a Fund generally will not be responsible for the payment of any U.S. federal income taxes associated with its operations (although it may be required to withhold or pay taxes under the BBA Rules or on behalf of its partners in certain circumstances). Instead, the taxable income or loss of a Fund for a taxable year (including the Access Fund's share of such items from the Underlying Fund) will pass through and be included in the computation of the taxable income and loss of the Limited Partners (subject to the limitations discussed below) regardless of whether a Fund distributes any amounts to its partners. Accordingly, it is possible that a Limited Partner will have a greater amount of taxable income allocable to it from the Access Fund for a taxable year than the amount of cash distributed to it from the Access Fund and may be required to pay taxes on its share of the Access Fund's taxable income using cash from other sources. A Fund could fail to qualify as a partnership for U.S. federal income tax purposes in future years as a result of a variety of developments including, (i) modifications of the law governing the classification of entities as partnerships and (ii) characterization of a Fund as a "publicly traded partnership" as a result of the volume and nature of contributions of capital and redemptions and transfers of partnership interests. Failure to qualify as a partnership generally would result in a Fund's treatment as a corporation for U.S. federal income tax purposes. As a corporation, a Fund would generally be subject to an entity-level U.S. federal income tax, and all or a portion of its distributions (other than upon EFTA01397878 liquidation of a Fund or a partner's interests in the Fund) could be characterized as dividends. If a Fund was treated as a "publicly traded partnership," then it would be taxable as a corporation unless 90% or more of its gross income for each taxable year consisted of "qualifying income" including interest, dividends and gain from the sale of capital assets. If a Fund is treated as a "publicly traded partnership," we cannot assure you that the Fund would meet this 90% test. Thus, if a Fund is treated as a "publicly traded partnership," it may qualify as a corporation for U.S. federal income tax purposes. In addition, while we expect that the Underlying Fund will qualify as a partnership for U.S. federal income tax purposes as well, we can provide no assurance to this effect. Assuming the Underlying Fund is so treated, the Access Fund generally will be deemed to realize its pro rata share of income, gain, deduction or loss realized by the Underlying Fund for such purposes. If instead the Underlying Fund was treated as a corporation for such purposes, each Limited Partner will bear its pro rata share of corporate taxes borne by the Underlying Fund. The following discussion assumes each Fund will qualify as a partnership for U.S. federal income tax purposes. Proprietary and Confidential 37 EFTA01397879 reg Martin UNLESS OTHERWISE INDICATED, REFERENCES IN THE FOLLOWING DISCUSSION OF THE TAX CONSEQUENCES OF THE ACCESS FUND'S INVESTMENTS, ACTIVITIES, INCOME, GAIN AND LOSS INCLUDE INDIRECT INVESTMENTS, ACTIVITIES, INCOME, GAIN AND LOSS OF THE ACCESS FUND AS A RESULT OF THE ACCESS FUND'S STATUS AS A LIMITED PARTNER OF THE UNDERLYING FUND. Limited Partner's Tax Basis in its Interests. A Limited Partner's tax basis in its Interests would include the amount of money and/or the tax basis of property (if any) that the Limited Partner contributes to the Access Fund, increased principally by the Limited Partner's distributive share of any Access Fund income and certain Access Fund liabilities (if any), and decreased, but not below zero, principally by (i) the amount of cash distributions from the Access Fund to the Limited Partner and the adjusted tax basis of any distributions in-kind from the Access Fund to the Limited Partner, (ii) the amount of the Limited Partner's distributive share of the Access Fund's losses and (iii) the Limited Partner's share of a reduction in certain Access Fund liabilities, if any. We can provide no assurance with respect to the amount of Fund liabilities that would be allocated to any Limited Partner for this purpose. Distributions. A cash distribution to a Limited Partner generally will be taxable only to the extent that it exceeds the Limited Partner's tax basis in its Interests. The amount of the distribution, if any, that is in excess of tax basis will be considered to be gain from the sale of the Interests and generally taxable as a capital gain except to the extent attributable to certain ordinary income items of the Access Fund. Subject to certain exceptions, a Limited Partner generally would recognize loss with respect to its Interests only upon the receipt of a distribution consisting solely of cash in an amount that was less than the Limited Partner's tax basis in its Interests and which occurred in connection with a complete liquidation of the Limited Partner's Interests. Distributions of property other than cash, whether in complete or partial liquidation of a Limited Partner's Interests, generally would not result in the recognition of taxable income or loss to the Limited Partner (except to the extent such distribution is treated as made in exchange for such Limited Partner's share of the Access Fund's unrealized receivables). However, that gain generally must be recognized by a Limited Partner where the distribution consists of marketable securities unless the distributing partnership is an "investment partnership" and the recipient is an "eligible partner," both as defined in Section 731(c) of the Code. Each Fund will determine at the appropriate time whether it qualifies EFTA01397880 as an "investment partnership." Assuming it so qualifies, if a partner is an "eligible partner," which term should include a Limited Partner whose contributions to the Fund consisted solely of cash, the non- recognition rule described herein should apply. Allocations of Income and Loss to Limited Partners. Pursuant to the Partnership Agreement, items of the Access Fund's income gain, loss and deduction are allocated so as to take into account the varying interests of the Partners in the Access Fund. U.S. Treasury Regulations provide that allocations of items of partnership income, gain, loss, deduction or credit will be respected for tax purposes if such allocations have "substantial economic effect" or are determined to be in accordance with the partners' interests in a partnership. The Access Fund believes that, for U.S. federal income tax purposes, allocations pursuant to the Partnership Agreement should be given effect, and the General Partner intends to prepare the Access Fund's U.S. federal income tax returns based on such allocations. We can provide no assurance that a Fund's allocations will be respected. If a Fund's allocations are successfully challenged and re-determined by the IRS, such redetermination could be less favorable than the allocations set forth in the applicable limited partnership agreement. Proprietary and Confidential 38 EFTA01397881 Greg Martin Sale of Interests. A Limited Partner generally will recognize capital gain or loss on the sale of Interests, except for any gain attributable to unrealized receivables or inventory items (which are broadly defined for this purpose) held by the Access Fund at the time of the sale. The difference between the amount realized upon a sale of Interests and the Limited Partner's adjusted tax basis in the Interests would determine the amount of gain or loss recognized. For this purpose, the amount realized would include the Limited Partner's share of any Access Fund liabilities, as discussed above. In general, the sale of Interests by a Limited Partner will not affect the Access Fund's ongoing operations. If, however, Interests representing 50% or more of the Access Fund were to be sold within a twelve-month period, then the Access Fund would terminate for U.S. federal income tax purposes. The Partnership Agreement generally prohibits transfers of Interests without the consent of the General Partner. Tax Basis Adjustments. The Partnership Agreement does not require the General Partner to make an election under Section 754 of the Code to adjust the tax basis of its assets upon the sale or other disposition of Interests or upon the distribution to Partners of cash or assets in-kind, nor does it prohibit the General Partner from doing so. Any such election, once made, cannot be revoked without the IRS' consent. The actual effect of any such election may depend upon whether the Underlying Fund also makes such an election. As a result of the complexity and added expense of the tax accounting required to implement such an election, the General Partner presently does not intend to make such an election. If the Access Fund makes the election or otherwise must make an adjustment to the tax bases on in its assets, any transferee of Interests must reimburse the Fund its costs incurred to make any tax basis adjustments required pursuant to the election. A Fund generally would be required to adjust the tax basis of its assets in the same manner as if a Section 754 election were in effect upon (i) transfers of interests in that Fund at a time when the adjusted tax basis of its assets exceeds their fair market value by more than $250,000 and (ii) distributions of cash or property to a partner that would have produced a downward adjustment in the tax basis of the assets of the Fund of more than $250,000 had a Section 754 election been in effect. In lieu of the adjustment described in clause (i) of the preceding sentence, if a Fund qualifies to make an election to be an "electing EFTA01397882 investment partnership," as defined in Section 743 of the Code, the Fund could elect to preclude the transferee of the Fund's interests from deducting its allocable share of any loss realized by the Fund on the sale or exchange of the Fund's assets to the extent the transferor Partner realized a loss on the original transfer of its interests in such Fund. Each Fund would determine at the appropriate time whether it qualifies to make an election to be an "electing investment partnership," and we can be no assurance that it would so qualify. In addition, because of the limited relief provided by such election and the complexity required to determine the amount of loss that the transferee partner could not deduct, even if the corresponding Fund so qualifies, such Fund may determine that such election should not be made. Limitation on Deductibility of Interest Expense. For non-corporate taxpayers, Section 163(d) of the Code limits the deduction for "investment interest" (i.e., interest or short sale expenses for "indebtedness properly allocable to property held for investment"). Investment interest is not deductible in the current year to the extent that it exceeds the taxpayer's "investment income," consisting of net gain and ordinary income derived from investments in the current year. Long-term capital gain is excluded from investment income for this purpose unless the taxpayer elects to pay tax on such amount at ordinary income tax rates. The deduction for any investment interest that is disallowed under Section 163(d) of the Code for any year may generally be carried forward and used in subsequent years, subject to the limitations of Section 163(d) in the subsequent years. Proprietary and Confidential 39 EFTA01397883 IMI Greg Martin or purposes of this provision, income of the Access Fund may be treated as investment income, and the investment interest limitation may apply to a non-corporate Limited Partner's share of any interest expense attributable to the Access Fund's operations. In such case, a non-corporate Limited Partner could be denied a deduction for all or part of that portion of its distributive share of the Access Fund's ordinary losses attributable to interest expenses. The investment interest limitation may also apply to interest paid by a non-corporate Limited Partner on money borrowed to finance its investment in the Access Fund. Prospective Limited Partners are advised to consult with their own tax advisors with respect to the application of the investment interest limitation in their particular tax situations. Application of Rules for Income and Losses from Passive Activities. The Code restricts the deductibility of losses from a "passive activity" against certain income that is not derived from a passive activity. This restriction applies to individuals, certain trusts, estates, personal service corporations and certain closely held corporations. Depending on the nature of the investments of a Fund, losses flowing through the Access Fund to Limited Partners may be subject to these passive activity, loss limitation rules. At-Risk Limitations. A Limited Partner that is subject to the "at-risk limitations" (generally, non-corporate taxpayers and closely held corporations) may not deduct losses of the Access Fund to the extent that they exceed the amount such Limited Partner has "at risk" with respect to its Interests at the end of the year. Generally, a Limited Partner's investment in the Access Fund would be considered "at risk" to the extent it is made with cash, with property, or with the proceeds of a loan for which the Limited Partner is personally liable or which is secured by personal assets other than an interest in the Access Fund (to the extent of the net fair market value of the Limited Partner's interest in those assets). Such amount will be increased by the Limited Partner's share of subsequent income of the Access Fund and contributions to the Access Fund and decreased by the Limited Partner's share of the Access Fund's losses and distributions (including withdrawal distributions). Deductions or losses of the Access Fund previously disallowed under the at-risk rules may be used to offset gain on the Limited Partner's sale or exchange of its Interests, including any amounts treated as gain in connection with a distribution in excess of the Limited Partner's tax basis in its EFTA01397884 Interests. If the amount that a Limited Partner is considered to have at risk in the Access Fund falls below zero (e.g., because of a distribution to the Limited Partner), the difference between the at-risk amount and zero may be included in income to the extent that losses of the Access Fund were previously deducted by that Limited Partner, and the amount so included in income will be treated as a deduction generated by the Access Fund in the following taxable year. Deductibility of Access Fund Expenses by Non-Corporate Limited Partners. Prospective investors who are individuals or certain closely held corporations should be aware that they could be subject to various limitations on their ability to use their allocable share of deductions and losses of the Partnership against other income. For taxable years beginning after December 31, 2017, and before January 1, 2026, non-corporate taxpayers will be unable to take any deductions relating to "investment interest" and "miscellaneous itemized investment expenses." For taxable years beginning after December 31, 2025, such deductions will be available to non-corporate taxpayers, subject to certain limitations. The consequences of the investment expense limitations will vary depending upon the particular tax situation of each taxpayer. Accordingly, non-corporate Limited Partners should consult their own tax advisors with respect to the application of these limitations. A Limited Partner will not be permitted to deduct syndication expenses and other expenses associated with the purchase of Interests, including placement fees, paid by such Limited Partner or the Access Fund. Any Proprietary and Confidential 40 EFTA01397885 Greg Martin such amounts paid by a Limited Partner will be included in the adjusted tax basis of its Interests. Start-up and organizational expenses are generally amortized for U.S. federal income tax purposes over a fifteen (15) year period. Limitation on Deductibility of Capital Losses. Capital losses generally may be deducted only to the extent of capital gains, except for non-corporate taxpayers who are allowed to deduct $3,000 of capital losses per year against ordinary income without regard to capital gains. Corporate taxpayers may carry back unused capital losses for three years and may carry forward such losses for five years; non-corporate taxpayers may carry forward unused capital losses indefinitely. Tax Treatment of Investments. In general and except as discussed below, the Access Fund expects that its gains will be treated as capital gain for U.S. federal income tax purposes. Capital gain on assets held for more than one year generally qualify as long-term capital gain. The Access Fund will recognize ordinary income from the interest income and fees it receives from lending money. Any gain or loss realized on the disposition of debt investments may, depending upon the circumstances of the holder at the time of any such sale, be treated as ordinary or capital. The actual character of the Access Fund's gain or loss on the disposition of loans will depend on several considerations, including whether the holder is treated as a trader or investor, on the one hand, or a dealer, on the other hand. A trader and an investor are persons who buy and sell securities for their own accounts. A dealer, in contrast, is a person who engages in transactions with "customers" rather than for investment or speculation. If the IRS were to characterize any part of a Fund's activities as those of a dealer, such Fund's gain or loss on any "dealer" property would be ordinary income or loss. The Access Fund expects to recognize ordinary income from accruals of interest on debt investments. The Access Fund may be deemed to hold debt investments with original issue discount ("OID"), which for this purpose includes "payments-in-kind," or PIK, interest. In such case, the Access Fund would be required to include amounts in taxable income on a current basis even though receipt of such amounts may occur in a subsequent year. The Access Fund may also be deemed to hold loans with "market discount." Upon disposition of such an obligation, the Access Fund generally would be required to treat gain recognized as ordinary income to the extent of the market discount that accrued during the period the debt obligation was EFTA01397886 held by the Access Fund. Elections also may be made where market discount is included in income by the holder during the term of ownership. In addition, the Access Fund may be deemed to hold "contingent payment debt instruments." In general, all of the Access Fund's income and gains on a contingent payment debt instrument will be ordinary income, including gain on the sale of exchange of a contingent payment debt instrument, regardless of whether the Access Fund holds the instrument as a capital asset. Furthermore, all of the interest income on a contingent payment debt instrument will be treated as OID, regardless of whether the instrument has regular coupons. We cannot predict what portion of the Access Fund's portfolio would consist of contingent payment debt instruments. Furthermore, there are a number of uncertainties in the U.S. federal income tax law relating to debt restructuring. In general, a "significant modification" of a debt obligation acquired by the Access Fund at a discount is treated as a taxable event to the Access Fund, with the resulting gain or loss measured by the difference between the principal amount of the debt after the modification and the Access Fund's tax basis in such debt before the modification. However, other than for certain "safe harbor" modifications specified in U.S. Treasury Regulations, the determination of whether a modification is "significant" is based on all of the facts and circumstances. Therefore, it is possible that the IRS could take the position that the Proprietary and Confidential 41 EFTA01397887 reg Martin res ruc uring of a debt obligation acquired by the Access Fund at a discount amounts to a "significant modification" that should be treated as a taxable event even if the Access Fund did not so treat the restructuring on its U.S. federal income tax return. Furthermore, the Access Fund may be deemed to invest in derivatives with complex or uncertain U.S. federal income tax consequences to Limited Partners. In addition, the Access Fund may invest in any entity treated as partnership for U.S. federal income tax purposes, and the Access Fund's U.S. federal income tax consequences will depend on the nature of the investments and activities of such entity. Furthermore, for taxable years beginning after December 31, 2017, and before January 1, 2026, noncorporate taxpayers generally will be allowed a deduction in an amount equal to 20% of the domestic "qualified business income" they received through a partnership. Qualified business income generally does not include investment income or income from services businesses, including investment management businesses, and therefore the 20% deduction is unlikely to be available in respect of income allocable to a Limited Partner from its investment in the Access Fund. Finally, U.S. Tax-Exempt Investors (as defined herein) should be aware that certain investments of the Access Fund may cause them to have material amounts of UBTI, which is subject to federal income taxation and may be subject to state and local taxation as well. See discussion below under "Tax-Exempt Investors." Prospective investors should consult their own tax advisors regarding the application of these rules to their investment in the Access Fund. Work-Outs. It is possible that a company in which the Access Fund invests will face financial difficulty, requiring the holder to work-out or otherwise restructure its investment in the company. It is not possible to predict the terms of any such restructuring and accordingly any such restructuring could give rise to adverse U.S. federal income tax consequences to the Access Fund (and therefore the Limited Partners). Passive Foreign Investment Companies. The Access Fund may invest in a non- U.S. corporation that is classified as a "passive foreign investment company" ("PFIC"), which would cause Limited Partners to be subject to taxation under Sections 1291 through 1298 of the Code. In general, a non-U.S. corporation is classified as a PFIC if (i) 75% or more of its gross income constitutes "passive income" (generally, interest, EFTA01397888 dividends, royalties, rent and similar income, and gains on disposition of assets that generate such income), or (ii) 50% or more of its assets produce passive income or are held for the production of such income. If the Access Fund invests in a company that is classified as a PFIC, the Limited Partners may be subject to increased tax liability upon the Access Fund's disposition of that company's stock or upon the receipt of certain distributions. In certain cases, a Fund may be able to make an election to have an alternative tax treatment apply with respect to a PFIC. We cannot predict at this time whether any company in which the Access Fund invests may be subject to the PFIC regime, nor can it predict the effect of any applicable elections which may be made by a Fund. The application of the PFIC rules to the Access Fund and its Limited Partners is complex. Limited Partners should consult their own tax advisors about the applicability and U.S. federal income tax consequences of the PFIC rules to their investment in the Access Fund. Proprietary and Confidential 42 EFTA01397889 Greg Martin Controlled Foreign Corporations Special rules apply to U.S. persons who own, directly or indirectly and applying certain attribution rules, 10% or more of the total combined voting power or total value of all classes of stock of a non-U.S. corporation (each, a "United States Shareholder") that is a "controlled foreign corporation" ("CFC"). A non-U.S. corporation generally will be a CFC if United States Shareholders collectively own more than 50% of the total combined voting power or total value of the corporation's stock on any day during any taxable year. If the Access Fund invests in a CFC and is a United States Shareholder, its Limited Partners who are U.S. persons will be subject to tax under the CFC rules. As a result, each such Limited Partner must include in its gross income for U.S. federal income tax purposes its distributive share of certain earnings and profits of the CFC. In addition, under Section 1248 of the Code, each such Limited Partner must treat a portion of its distributive share of any gain realized by the Access Fund upon disposition of the stock of the CFC as dividend income to the extent of certain earnings and profits of the CFC attributable to such stock. Further, if a Limited Partner disposes of its Interests, the Limited Partner may be required to recognize ordinary income under Section 751 of the Code equal to its distributive share of any Section 1248 income that would have been triggered if the Access Fund had sold its interest in the CFC at fair market value. Moreover, under the 2017 Tax Legislation, the deferred earnings of certain foreign corporations will be deemed repatriated, and treated as if they were distributed to their United States Shareholders. Consequently, if the Access Fund invests in a foreign corporation and is a United States Shareholder, its Limited Partners who are U.S. Persons may be deemed to receive their distributive share of certain accumulated earnings and profits of such foreign corporation. The application of the CFC and deemed repatriation rules to the Access Fund and Limited Partners is complex. Limited Partners should consult their own tax advisors about the applicability and U.S. federal income tax consequences of the CFC and deemed repatriation rules to their investment in the Access Fund. Foreign Currency Gain or Loss. A Limited Partner's distributive share of any profit or loss realized by the Access Fund on the conversion of U.S. dollars into non-U.S. currency, or of non-U.S. currency into U.S. dollars, generally will be treated as ordinary income or loss rather than capital gain or loss. Further, EFTA01397890 if the Access Fund invests in a debt investment or obligor under a debt instrument or enters into certain other transactions, any of terms of a currency other than its functional currency, fluctuations in the value of its functional currency generally will result in foreign currency gain or loss. Any loss realized by the Access Fund generally will be treated as ordinary income or gain or loss, and any Limited Partner will be subject to tax on its allocable share Tax-Exempt Investors. The Underlying Fund may entities that are treated as flowthrough for U.S. federal income tax purposes, (ii) income if they borrow funds, or (iii) generate some income, transaction fees, each of which may cause investors that are U.S. Tax amounts of UBTI. A U.S. TaxExempt Investor's allocable share of Access subject to federal income taxation and might U.S. Tax-Exempt Investors only invest in the Access amounts of UBTI. Potential U.S. Tax-Exempt may use leverage that would be treated as acquisition of the income from the Access Fund being taxable as UBTI to U.S. Proprietary and Confidential 43 effectively becomes the which is denominated in that currency relative to foreign currency gain or loss rather than capital of such income or loss. (i) invest in operating generate unrelated debt-financed for example, from break-up fees or -Exempt Investors to incur material Fund income constituting UBTI would be be subject to state and local taxation as well. should Fund if they are willing to receive material Investors should be aware that the Underlying Fund indebtedness resulting in a Tax-Exempt Investors. material portion EFTA01397891 Greg Martin Additionally, if a U.S. Tax-Exempt Investor incurs debt to finance its Interest, all or a portion of the income or gain attributed to the Interest would be included in UBTI, regardless of whether such income or gain would otherwise be excluded as dividends, interest or income which is not normally UBTI. U.S. Tax-Exempt Investors that are "charitable remainder trusts" are subject to a 100% excise tax on their UBTI. Further, certain U.S. Tax-Exempt Investors may be subject to an excise tax if the Access Fund engages in a "prohibited tax shelter transaction" or a "subsequently listed transaction" as defined in Section 4965 of the Code. If the Access Fund engages in a prohibited tax shelter transaction, U.S. Tax-Exempt Investors may be subject to substantial penalties if they fail to comply with special disclosure requirements, and their managers may also be subject to substantial penalties. Prospective investors are urged to consult their own tax advisors regarding the applicability of these rules to an investment in the Access Fund. The Interests are being offered only to U.S. taxable investors and U.S. Tax- Exempt Investors that are willing to receive material amounts of UBTI. U.S. Tax-Exempt Investors that are not willing to receive material amounts of UBTI should not invest in the Access Fund A Feeder Fund may be organized to accommodate certain qualified U.S. Tax-Exempt Investors who do not wish to receive UBTI. United States Foreign Tax Credits. Subject to applicable limitations, a Limited Partner that is subject to U.S. federal income taxation generally should be entitled to elect to treat foreign taxes withheld from such Limited Partner's share of the Access Fund's dividend and interest income as foreign income taxes eligible for credit against such Limited Partner's U.S. federal income tax liability. Capital gains recognized by the Access Fund, however, generally are considered to be from sources within the United States, which may effectively limit the amount of foreign tax credit allowed to the Limited Partner. Complex tax rules may limit the availability or use of foreign tax credits, depending on each Limited Partner's particular circumstances. Because of these limitations, Limited Partners may be unable to claim a credit for the full amount of their proportionate shares of any foreign taxes paid by or allocable to the Access Fund. Limited Partners that do not elect to treat their shares of foreign taxes as creditable generally may claim a deduction against U.S. federal taxable income for such taxes (subject to applicable limitations on losses and EFTA01397892 deductions). Because the availability of a credit or deduction depends on the particular circumstances of each Limited Partner, Limited Partners are advised to consult their own tax advisors. Tax Returns; Audit. The Access Fund is required to file annual information returns reporting its income, expenses and other tax items and the amounts of such items properly allocable to the Partners. The Access Fund's tax returns are subject to review by the IRS and other taxing authorities, which may dispute the Access Fund's tax positions. Any recharacterizations or adjustments resulting from an audit may require each Limited Partner to file amended tax returns and/or pay additional income taxes, interest or penalties and possibly may result in an audit of the Limited Partner's own tax return. The General Partner, as the Access Fund's tax matters partner and partnership representative, will have considerable authority with respect to the tax treatment of Access Fund items and the procedural rights of the Limited Partners. Following an audit of a Fund, under the BBA Rules, the Access Fund may be required to pay taxes on behalf of its partners or its own behalf. In addition, the BBA Rules will apply to the Underlying Fund and any entities treated as partnerships for U.S. federal income tax purposes in which the Underlying Fund acquires an interest. Accordingly, the Access Fund may bear a portion of the tax liability resulting from any audit adjustment of the Underlying Proprietary and Confidential 44 EFTA01397893 reg Martin un or a partnership in which the Underlying Fund invests (even if, with respect to such partnership, the Underlying Fund was not a partner of the partnership during the tax year under audit). United States Tax Reporting by Limited Partners that are Owners of Non-U.S. Entities. United States tax rules impose information reporting requirements on U.S. persons that own, either directly or indirectly under certain attribution rules, more than certain threshold amounts of stock in a non-U.S. corporation. These persons must disclose, among other things, various transactions between themselves and those nonU.S. corporations. For this purpose, stock ownership is determined with regard to certain stock attribution rules, and each Limited Partner is treated as owning part or all of the stock owned directly or indirectly by the Access Fund. In certain circumstances, these rules may require Limited Partners to file reports annually. A significant monetary penalty may be imposed on a Limited Partner that fails to satisfy any applicable reporting requirements. A Limited Partner will be responsible for determining whether it is required to file any information returns or statements or otherwise report any information with respect to any non- U.S. entities as a result of owning Interests, and for satisfying any such filing or reporting requirements. The Access Fund may not be able to provide a Limited Partner with information requested by the Limited Partner in connection with completing any filing requirements due to confidentiality restrictions, unavailability of the information requested or other reasons. Specifically, U.S. individuals (and possibly certain entities) are generally required to file certain information with their annual U S. federal income tax return regarding interests they hold in foreign entities or accounts worth more than $50,000 at any time during the year. If the General Partner were to offer a structure where Limited Partners own their investment in the Access Fund through a non-U.S. entity, it is possible any such Limited Partners would be subject to such information reporting. In addition, a separate obligation to file an annual Report of Foreign Bank and Financial Accounts (an "FBAR") applies to any U.S. person who has a financial interest in, or signature or other authority over, non-U.S. financial accounts worth more than $10,000 at any time during the year. Under the FBAR regulations, ownership by a U.S. person of an interest in a foreign private fund entity is not currently subject to FBAR EFTA01397894 reporting, but the regulations continue to reserve on the application of the FBAR rules to such interest. Potential investors should discuss the application of the above rules with their own advisers in light of their individual circumstances. Qualified Dividend Income. Subject to certain elections, "qualified dividend income" is generally taxable to non-corporate taxpayers at reduced U.S. federal income tax rates. A Limited Partner's qualified dividend income may include the Limited Partner's indirect allocable share of certain dividends received by the Access Fund from U.S. corporations and qualified foreign corporations. Subject to certain limitations, qualified foreign corporations include those incorporated in a possession of the United States and foreign corporations eligible for benefits under a comprehensive income tax treaty identified by the IRS, but do not include foreign corporations that are treated as "passive foreign investment companies" for U.S. federal income tax purposes. A dividend of a foreign corporation may also be treated as qualified dividend income if the stock with respect to which the dividend is paid is readily tradable on an established securities market in the United States. In order for Limited Partners to qualify for the lower tax rate with respect to their indirect allocable share of qualified dividends, however, the Access Fund must hold the shares of stock producing the dividend for at least 61 days during the 121-day period beginning on the date that is 60 days before the date such shares become ex-dividend. For preferred stock, the required periods are increased from 61 days to 91 days and from 121 days to 181 days if the dividends are attributable to periods totaling more than 366 days; if the Proprietary and Confidential 45 EFTA01397895 reg Martin pre erre dividends are attributable to periods totaling less than 367 days, the 60 day holding period discussed herein applies. A dividend is not qualified dividend income to the extent that the Access Fund is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. If the Access Fund realizes qualified dividend income, the Access Fund will report to its Limited Partners their respective shares of such income. Notwithstanding the above, a Limited Partner's allocable share of qualified dividend income will not qualify for the reduced rate to the extent such Limited Partner elects to include such dividend income as investment income for purposes of the investment interest expense deduction discussed below. A Limited Partner's foreign tax credit may be limited to the extent it relates to qualified dividend income taxed at the reduced rates of tax. Dividends-Received Deduction. A portion of income from the Access Fund allocable to corporate Limited Partners may qualify for the "dividends-received deduction." The dividends- received deduction applies to certain dividends received from certain corporations. Medicare Tax. A 3.8% Medicare contribution tax generally is imposed on the net investment income of U.S. individuals, estates and trusts whose income exceeds certain threshold amounts. For U.S. individuals, this threshold generally will be exceeded if an individual has adjusted gross income that exceeds $200,000 ($250,000 if married and filing jointly/$125,000 if married and filing separately). For this purpose, net investment income generally is expected to include a Limited Partner's distributive share of the Access Fund's income and net gains, as well as net capital gains attributable to a sale of the Limited Partner's Interests, over deductions properly allocable to such income and net gains. Prospective Limited Partners that are U.S. individuals, estates or trusts are urged to consult their tax advisors regarding the applicability of the Medicare tax in their particular circumstances. Taxation of Interests—Other Taxes. The Access Fund and Limited Partners may be subject to other taxes, such as the alternative minimum tax and foreign, state and local income taxes (including withholding taxes) and estate, inheritance or intangible property taxes that may be imposed by various jurisdictions, including the State and City of New York, where the Access Fund's principal office is currently located, and any other state in which the Access Fund is deemed to conduct business or hold EFTA01397896 assets. For taxable years beginning after December 31, 2017, and before January 1, 2026, substantial limitations will apply to investors' ability to deduct their allocable share of any such state and local taxes. Each prospective investor should consider the potential consequences of such taxes on an investment in the Access Fund. It is the responsibility of each prospective investor to satisfy itself as to, among other things, the legal and tax consequences of an investment in the Access Fund under state law, including the laws of the state(s) of its domicile and its residence, by obtaining advice from its own tax advisor, and to file all appropriate tax returns that may be required. The Access Fund will treat any tax withheld from or otherwise payable with respect to income allocable to the Access Fund as cash received by the Access Fund and will treat each Limited Partner as receiving as a distribution the portion of such tax that is attributable to such Limited Partner and therefore shall reduce distributions otherwise to be made to such Limited Partner. Similar provisions would apply in the case of taxes required to be withheld by the Access Fund or when the Access Fund must pay taxes on behalf of the Limited Partners. Possible Legislative or Other Changes. The Code, with respect to all of the foregoing matters and other matters that may affect the Access Fund or its Limited Partners, is subject to change by Congress. In recent years, there have been significant changes in the Code, some of which are being reconsidered by Congress and interpretations of which are being considered by the IRS and the courts. It is not possible at this time Proprietary and Confidential 46 EFTA01397897 Greg Martin to predict whether, or to what extent, any changes in the Code or interpretations thereof will occur. Prospective Limited Partners should note that the Access Fund will not undertake to advise Limited Partners of any legislative or other developments No rulings have been or will be requested from the IRS. Furthermore, any changes in the Partnership Agreement or the operations of the Access Fund could affect the tax consequences described above. Prospective Limited Partners should consult their own tax advisors regarding pending and proposed legislation or other changes. The foregoing is a summary of some of the important U.S. federal income tax rules and considerations affecting the Limited Partners and the Fund's operations and does not purport to be a complete analysis of all relevant tax rules and considerations, nor does it purport to be a complete listing of all potential tax risks inherent in purchasing or holding an interest in the Access Fund. Prospective investors in the Access Fund are urged to consult their own tax advisors. CERTAIN REGULATORY MATTERS Securities Act of 1933. The offer and sale of the Interests will not be registered under the Securities Act, or any other federal, state or foreign securities laws, including state blue sky laws. The Interests are offered in reliance upon the exemptions from registration provided in the Securities Act and/or Regulation D promulgated thereunder, and similar regulations of the Securities and Exchange Commission (the "SEC") applicable to transactions not involving a public offering. Each investor will be required in the Subscription Agreement pursuant to which it subscribes for an Interest to make customary private placement representations and warranties, including representations as to its status as an "accredited investor" under Regulation D promulgated under the Securities Act. Each investor must be prepared to bear the economic risk of the investment in the Interests for an indefinite period because the Interests cannot be sold unless they are subsequently registered under the Securities Act or an exemption for such registration is available. It is extremely unlikely that the Interests will ever be registered under the Securities Act. The Interests may not be transferred or resold except as permitted under the Securities Act and any other applicable securities laws, pursuant to registration or exemption therefrom. As described elsewhere in this Memorandum, the transferability of the Interests will be further restricted by the terms of the Partnership Agreement. Mandated Disclosure of Certain Events. Investors are hereby notified of the EFTA01397898 following with respect to Raymond James, who will act as a Placement Agent with respect to offering of the Interests: Beginning in 2011, without admitting or denying any allegations, Raymond James Financial Services, Inc. ("Raymond James") settled with most of the states, Puerto Rico, the Virgin Islands, and the District of Columbia allegations that they failed to supervise and/or engaged in dishonest or unethical practices (or substantially equivalent non-fraud based terms under relevant state statutes) related to the sale of auction rate securities (ARS). The basis of the allegations was that Raymond James offered and sold to some of their customers ARS while not accurately characterizing or while failing to adequately disclose the true nature and risks associated with these investments. Although Raymond James' ARS trade confirmations disclosed the risk that ARS auctions could fail and that Raymond James were not obliged to ensure their success, at the point-of-sale, some of Raymond James' financial advisers inaccurately described ARS. As a condition of the settlement, Raymond James offered to purchase eligible ARS from eligible customers and to pay fines. Raymond James have completed all undertakings required under the settlement orders. Proprietary and Confidential 47 EFTA01397899 Greg Martin U.S. Securities Exchange Act of 1934. It is not expected that the Access Fund will be required to register the Interests under Section 12(g) or any other provision of the Exchange Act. The Access Fund does not expect to have any class of equity security held of record by two thousand (2,000) or more persons and expects to meet the other exemptions available under the Exchange Act. As a result, the Access Fund would not be subject to the periodic reporting and related requirements of the Exchange Act and investors should only expect to receive the information and reports required to be delivered pursuant to the Partnership Agreement. Investment Company Act of 1940. It is anticipated that the Access Fund will be excepted from the definition of "investment company" in reliance on the exception contained in Section 3(c)(7) of the Investment Company Act and, thus, exempt from the registration requirements of the Investment Company Act. Accordingly, the Access Fund expects that it will sell Interests only to "qualified purchasers" as defined in Section 2(a)(51) of the Investment Company Act. This exception is available only to an issuer which is not making and does not presently propose to make a public offering of its securities. With respect to the determination that an investor meets the definition of "qualified purchaser" in connection with the exception contained in Section 3(c)(7), the Access Fund will obtain and rely on appropriate representations and undertakings from investors in order to ensure that the Access Fund meets the conditions of the relevant exception on an ongoing basis. The General Partner reserves the right to prevent the ownership of Interests by any person if the effect of such ownership would preclude the Access Fund from relying on Section 3(c)(7) of the Investment Company Act or otherwise require the Access Fund to register as an "investment company" under the Investment Company Act. Commodity Exchange Act of 1974. The General Partner (i) will qualify for an exemption from registration as a CPO with respect to the Access Fund pursuant to CFTC Rule 4.13(a)(3) under the Commodity Exchange Act of 1974, as amended, and plans to file a notice to claim such exemption with the National Futures Association ("NFA") and (ii) qualifies for an exemption from registration with the CFTC as a commodity trading advisor ("CTA") under CFTC Rule 4.14(a)(5). The Investment Manager is exempt from registration as a CTA under CFTC Rule 4.14(a)(8) and has filed a notice to claim such exemption EFTA01397900 with the NFA. Accordingly, the General Partner and the Investment Manager will not be subject to certain regulatory requirements with respect to the Access Fund (which are intended to provide certain regulatory safeguards to investors) that would otherwise be applicable absent such exemptions. If any future regulatory change causes the General Partner or Investment Manager to lose any applicable exemption, there could be a material adverse effect on the Access Fund. Certain Legal Considerations. The offer and sale of the Interests in certain jurisdictions may be restricted by law, and an investment in the Access Fund may involve legal requirements, non-U.S. exchange restrictions and tax considerations unique to the Investor. None of the Placement Agents, the Investment Manager, the General Partner or any of their respective affiliates makes any representation with respect to whether any Limited Partner is permitted to hold such Interests. Interests that are acquired by any person, or in any transaction, in violation of applicable law, as determined by the General Partner in its sole discretion, may be mandatorily redeemed. Prospective investors should consult their own legal and tax advisors regarding such considerations prior to making an investment decision. Compliance with Anti-Money Laundering Requirements. In response to increased regulatory requirements with respect to the sources of funds used in investments and other activities, the General Partner may require prospective investors to provide documentation verifying, among other things, such investor's and any of its beneficial owners' identities and source and use of funds used to purchase an Interest. The General Partner may decline to accept a subscription if this information is not provided or on the basis of such information that is provided. Proprietary and Confidential 48 EFTA01397901 Greg Martin Furthermore, in response to increased regulatory concerns with respect to the sources of funds used in investments and other activities, the Glendower GP may request the Access Fund in its capacity as limited partner to provide additional documentation verifying, among other things, its source of funds used to purchase the investments. Each Investor will be required to make such representations to the Access Fund as the General Partner, the Investment Manager, and the Access Fund shall require in connection with applicable anti-money laundering programs, including, representations to the Access Fund that such investor is not, and is not acting on behalf of, a prohibited country, territory, individual or entity listed on the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") website, and that it is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. Such Investor will also represent to the Access Fund that amounts contributed by it to the Access Fund were not directly or indirectly derived from activities that may contravene U.S. federal, state or international laws and regulations, including, any applicable antimoney laundering laws and regulations. Requests for documentation and additional information may be made at any time during which an investor holds an Interest. The General Partner will take such steps as it determines are necessary to comply with applicable law, regulations, orders, directives or special measures to implement anti-money laundering law. Alternative Investment Fund Managers Directive. Neither the General Partner nor the Investment Manager is authorized or expected to become authorized under the European Union's Directive 2011/61/EU on Alternative Investment Fund Managers (the "AIFM Directive") as of the date of this Memorandum, and the substantive requirements applicable to an authorized "Alternative Investment Fund Manager" ("AIFM") under the AIFM Directive or any national implementing law are not applicable to the General Partner or the Investment Manager. Neither the General Partner nor the Investment Manager will market Interests (or permit Interests to be marketed on their behalf) to any prospective investor located, resident or domiciled or with a registered office in or organized under the laws of a relevant member state (each, a "Member State") of the European Economic Area ("EEA")2, when such marketing is reasonably likely to give rise to the application of any requirement of the AIFM Directive to the EFTA01397902 Access Fund or the General Partner or the Investment Manager. CERTAIN ERISA CONSIDERATIONS The General Partner intends to organize and operate the Access Fund so that an investment in the Access Fund will be a permissible investment for pension, profit sharing and other retirement plans which are subject to ERISA. As explained below, the General Partner expects that the ownership of the Access Fund by benefit plan investors shall be limited, so that the assets of the Access Fund will not be "plan assets" within the meaning of ERISA. A fiduciary of a U.S. pension, profit sharing, or other employee benefit plan or trust subject to ERISA (each such plan or trust, an "ERISA Plan") should consider fiduciary standards under ERISA in the context of the ERISA Plan's particular circumstances before authorizing an investment of a portion of such ERISA Plan's assets in the Access Fund. The fiduciary standards include the prudence, diversification, and governance requirements of Section 404(a)(1) of ERISA. ERISA Plan fiduciaries must give appropriate consideration to, among other things, the role that an investment in the Access Fund has in the ERISA Plan's investment portfolio, taking into account the ERISA Plan's purposes, the risk of loss and the potential 2 The following countries are in the EEA: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Republic of Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, The Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom of Great Britain and Northern Ireland. Proprietary and Confidential 49 EFTA01397903 Greg Martin return in respect of such investment, the composition of the ERISA Plan's portfolio, the liquidity and current return of the total portfolio relative to the anticipated cash flow needs of the ERISA Plan and the projected return of the portfolio relative to the ERISA Plan's funding objectives. A fiduciary of an ERISA Plan should also consider whether an investment in the Access Fund might constitute or give rise to a "prohibited transaction" under Section 406 of ERISA or Section 4975 of Code. The trustee or other person who is contemplating an investment of a portion of the assets of an individual retirement account ("IRA") described in Section 408 of the Code that is not subject to Title I of ERISA, or any pension, profit sharing, Keogh or other retirement employee benefit plan that is not subject to Title I of ERISA but is qualified under Section 401(a) of the Code, or of an investment fund or other collective investment vehicle that contains assets of one or more such accounts or plans (each such plan, an "Individual Plan", and each Individual Plan to which Section 4975 of the Code applies and each ERISA Plan, a "Plan") in the Interests should carefully consider, taking into account the facts and circumstances of the Individual Plan, whether: such investment is consistent with the Individual Plan's needs for sufficient liquidity to pay benefits when due, given that there is not expected to be a market in which to sell or otherwise dispose of the Interests; such trustee or other person has authority to make such investment under the appropriate governing instrument; and the acquisition or holding of an the Interest in the Access Fund will result in a non-exempt "prohibited transaction" under Section 4975 of the Code. On June 9, 2017, the U.S. Department of Labor promulgated new rules (the "2017 Fiduciary Rule") that substantially broaden the types of activities that create a fiduciary relationship between certain persons, including marketing professionals, and a Plan. Subject to certain conditions, the 2017 Fiduciary Rule includes an exception (the "Seller's Exclusion") for (1) sophisticated institutional ERISA Plans and (2) smaller ERISA Plans and Individual Plans that are represented by a sophisticated independent fiduciary. The General Partner intends to rely on the Seller's Exclusion in connection with any investment decision made by any Plan with respect to the Access Fund. However, if it were determined that the Seller's Exclusion did not apply to a Plan's investment in the Access Fund and that the General Partner, Investment Manager or one of its affiliates (the "Sponsor") had provided "investment EFTA01397904 advice" to such Plan with respect to such investment decision, the Sponsor may be considered a fiduciary under the 2017 Fiduciary Rule. If the Sponsor is found to be a fiduciary to a Plan investor, the fiduciary responsibility provisions of ERISA and the Code will generally apply and certain arrangements between the Sponsor and the Access Fund and/or the Plan may violate ERISA's "prohibited transactions" rules. Due to the 2017 Fiduciary Rule's relatively recent effectiveness, there is still uncertainty as to the manner in which the U.S. Department of Labor interprets many aspects of the 2017 Fiduciary Rule. Under ERISA and the regulations promulgated by the United States Department of Labor, investments by a Plan in the Access Fund may cause the General Partner to be subject to fiduciary responsibility rules under ERISA. If the Access Fund's Assets are treated as "plan assets" of an ERISA Plan or the Sponsor is considered a fiduciary as a result of the Plan's investment in the Access Fund, the fiduciary standards and prohibited transaction rules referred to above would apply to the Access Fund's holdings and the General Partner's ability to invest Access Fund Assets. The Access Fund's Assets will not be treated as "plan assets" of a Plan, however, if investment by "benefit plan investors" (as defined in ERISA) in the Access Fund is not "significant" for purposes of ERISA, meaning that less than 25% of each class of equity interest in the Access Fund is held by "benefit plan investors," which includes any Plan and any entities holding plan assets (to the extent of the percentage of equity interests held by benefit plan investors). Equity interests held by the General Partner or its affiliates are disregarded for purposes of applying the 25% ownership rule. The General Partner will use commercially reasonable efforts so that (a) less than 25% of the total value of Proprietary and Confidential 50 EFTA01397905 Greg Martin eac c ass of equity interests (disregarding equity interests held by the General Partner or its affiliates) in the Access Fund is held by "benefit plan investors," defined in accordance with Section 3(42) of ERISA and the regulations thereunder, and therefore (b) the assets of the Access Fund will not constitute plan assets subject to the fiduciary standards of Part 4 of Title I of ERISA. The General Partner will rely on the representations of the investors as to their benefit plan investor status in making the determination of whether the subscriptions of benefit plan investors will be limited. If the assets of the Access Fund were deemed to be "plan assets" under ERISA, (i) the prudence and other requirements of Title I of ERISA would apply to investments made by the Access Fund, (ii) the General Partner and any additional investment advisors would be plan "fiduciaries" under ERISA with respect to ERISA Plan investors, and ERISA Plan investors or other employee benefit plan investors may have improperly delegated fiduciary responsibility to the General Partner, and (iii) the Access Fund may be required to withdraw from an Underlying Fund and may incur significant liability to the Underlying Fund. On the Form 5500 Annual Return ("Form 5500"), ERISA Plan investors may be required to report certain compensation paid by the Access Fund (or by third-parties) to the Access Fund's service providers as "reportable indirect compensation" on Schedule C to the Form 5500. To the extent any compensation arrangements described herein constitute reportable indirect compensation required to be reported on Schedule C to the Form 5500, any such descriptions are intended to satisfy the disclosure requirements for the alternative reporting option for "eligible indirect compensation," as defined for purposes of Schedule C to the Form 5500. Although federal, state and local governmental pension plans are not subject to ERISA, applicable provisions of federal and state law may restrict the type of investments such a plan may make or otherwise have an impact on such a plan's ability to invest in the Access Fund. Accordingly, state and local governmental pension plans considering an investment in the Access Fund should consult with their counsel regarding their proposed investment in the Access Fund. WHETHER OR NOT THE UNDERLYING ASSETS OF THE ACCESS FUND ARE DEEMED PLAN ASSETS UNDER APPLICABLE REGULATIONS, AN INVESTMENT IN THE ACCESS FUND BY AN ERISA PLAN IS SUBJECT TO ERISA AND INVESTMENTS BY OTHER TYPES OF EMPLOYEE BENEFIT PLANS MAY BE SUBJECT TO ADDITIONAL REQUIREMENTS UNDER APPLICABLE LAW. ACCORDINGLY, FIDUCIARIES OF ERISA PLANS SHOULD EFTA01397906 CONSULT WITH THEIR OWN COUNSEL AS TO THE CONSEQUENCES UNDER ERISA OR APPLICABLE LAW OF AN INVESTMENT IN THE INTERESTS. THE FOREGOING DISCUSSION OF ERISA AND CODE ISSUES SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. FIDUCIARIES OF PLANS SHOULD CONSULT THEIR OWN COUNSEL WITH RESPECT TO ISSUES ARISING UNDER ERISA AND THE CODE AND MAKE THEIR OWN INDEPENDENT DECISION REGARDING AN INVESTMENT IN THE ACCESS FUND. * * * Proprietary and Confidential 51 EFTA01397907 reg Martin Proprietary and Confidential — Supplement to the Private Placement Memorandum GLENDOWER ACCESS SECONDARY OPPORTUNITIES IV (U.S.), L.P. AN "ACCESS FUND" INTO GLENDOWER CAPITAL SECONDARY OPPORTUNITIES FUND IV, L.P. OFFERING OF LIMITED PARTNER INTERESTS March 2018 This supplement (the "Supplement") may only be distributed in conjunction with the Confidential Private Placement Memorandum dated January 2018 (the "Memorandum") relating to the offering of limited partnership interests (the "Interests") in Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Access Fund"), which is hereby incorporated by reference. Potential investors considering the purchase of Interests in the Access Fund should carefully review this Supplement and the Memorandum. EFTA01397908 Greg Martin Glendower Access Secondary Opportunities IV (U.S.), L.P. Limited Partnership Interests This supplement (the "Supplement") is intended to modify and update the Confidential Private Placement Memorandum (the "Memorandum") of Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Access Fund"). The Access Fund is expected to invest substantially all of its assets in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership (together with any parallel funds thereto, the "Underlying Fund"). To the extent that any statement or information contained in the Memorandum is inconsistent with this Supplement, such statement or information is hereby amended by this Supplement. The Memorandum remains in effect except to the extent supplemented or modified herein, and nothing herein modifies or changes or should be deemed to modify or change in any way the information contained in the section entitled "Important Disclosures" in the Memorandum. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Memorandum. All references in the Memorandum to "this Memorandum" shall refer to the Memorandum as supplemented hereby. This Supplement has been furnished on a confidential basis and may not be reproduced or used for any other purposes. Each person accepting this Supplement hereby agrees to return it to the General Partner promptly at the request of the General Partner or if such person determines not to invest in the Access Fund, including indirectly through Glendower Access Secondary Opportunities IV (International), L.P. (the "Feeder Fund" and together with the Access Fund, the "Access Funds"). Notwithstanding anything contained herein (and in the Subscription Agreement, the Partnership Agreement, and any other related documents) to the contrary, each Investor (and each employee, representative, or other agent of each such Investor) may disclose to their advisors (including, without limitation, their attorneys and accountants) or to the U.S. Internal Revenue Service or other U.S. taxing authority, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Investors relating to such tax treatment and tax structure, provided, however, that no Investor (and no employee, representative or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment or tax structure of such transaction EFTA01397909 (including the identity of the party and any information that could lead another to determine the identity of any party) or any other information to the extent that such disclosure could reasonably result in violation of any U.S. federal or state securities law. This Supplement is intended to modify and update the Memorandum to provide updated information regarding certain changes to the terms of the Access Fund. 2 EFTA01397910 Greg Martin Changes to Summary of Principal Terms of the Access Fund The following information set forth in the Summary of Principal Terms of the Access Fund is hereby amended with the changes as marked below: Access Fund Expenses: The Access Fund will pay the costs and expenses of the Access Fund, including: the Management Fee; Organizational Expenses; liquidation expenses of the Access Fund; any sales or other taxes, fees or government charges which may be assessed against the Access Fund; expenses and fees related to accounting, audits of the Access Fund's books and records and preparation of the Access Fund's tax returns and other third-party provider expenses, including expenses related to tax reporting including under the U.S. Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act ("FATCA") and under the Common Reporting Standard ("CRS"); costs of preparing and distributing financial statements and other reports to and other communications with the Partners, as well as costs of all governmental returns, reports and filings of the Access Fund; any costs or expenses in connection with the Access Fund's admission to the Underlying Fund (including, the legal costs of completing subscription booklets and the Access Fund's side letter, if any, with the Underlying Fund and any subsequent closing interest charged to the Access Fund); extraordinary one-time expenses of the Access Fund; all expenses relating to litigation and threatened litigation involving the Access Fund, including indemnification expenses; commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities; expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, appraisal, legal and recording fees and expenses, administrative (including any fees and expenses of the Administrator or Custodian related to the Access Fund or the General Partner), custodial and registration services provided to the Access Fund and any expenses attributable to consulting services, including in each case services with respect to the proposed purchase or sale of securities by the Access Fund that are not reimbursed by the issuer of such securities or others (whether or not any such purchase or sale is consummated); fees and expenses incurred in connection with or otherwise relating to the preparation of form documentation in respect of Transfers; fees and expenses incurred in respect of any arrangement to provide additional liquidity to Limited Partners and facilitate the process EFTA01397911 for Limited Partners to sell all or any portion of their Interests; reasonable out-of-pocket expenses of the Investment Manager, such as travel, research and other expenses related to the ongoing monitoring on behalf of the Access Fund in respect of the Underlying Fund and the management of the Access Fund (including the costs and expenses (including travel-related expenses) of hosting meetings of the Partners, or otherwise holding meetings or conferences with Limited Partners, whether individually or in a group) attending meetings with the Placement Agents, whether internal or provided by a third party service provider, utilized for risk management, measurement and valuation purposes); any expenses incurred in connection with any Credit Facility or regulatory obligation; and premiums for liability or other insurance to protect the Access Fund, the General Partner, the Investment Manager and any of their respective partners, members, stockholders, officers, directors, employees, agents or affiliates in connection with the activities of the Access Fund, the General Partner or the Investment Manager. Access Fund expenses will also include any costs and expenses associated with the ongoing operations of any alternative investment vehicles (including administrative fees and expenses; legal and recording fees and expenses; any fees and expenses of consultants, economists, outside counsel, accountants and other third-party service providers; any taxes (including withholding taxes), fees or other governmental charges levied against such alternative investment vehicles, including tax preparation expenses; expenses relating to any audit, investigation, governmental inquiry or public relations undertaking and litigation, insurance, indemnification and extraordinary expenses). In addition to the foregoing, Access Fund expenses will include, and therefore Limited Partners will be responsible for, all of the operating expenses of the General Partner. Moreover, expenses of or relating to a Feeder Fund shall be paid by, and treated as expenses of, the Access Fund to the extent that they would be considered expenses of the Access Fund if they were incurred by the Access Fund (and indirectly borne by the limited partners of the Feeder Fund through the Feeder Fund's Interest as a Limited Partner of the Access Fund); provided, 3 EFTA01397912 Greg Martin however, that operating expenses that are uniquely related to a specific Feeder Fund will be determined with respect to, and paid separately by, such Feeder Fund, in each case as determined by the General Partner in its sole discretion. Any contributions by Limited Partners to the Access Fund to fund their share of Access Fund expenses shall reduce the unpaid portion of such Limited Partner's Subscription (i.e., a Limited Partner will not be required to contribute amounts in addition to its Subscription to fund their share of Access Fund expenses)., except as otherwise provided herein or in the Partnership Agreement. In addition to the foregoing costs and expenses, Limited Partners (including any Feeder Funds) will indirectly bear the cost of the Access Fund's pro rata share of management fees, carried interest, organizational expenses, taxes, indemnification and other costs and expenses payable by the Access Fund as a limited partner of the Underlying Fund. Any Feeder Fund would pay its allocable share of Access Fund expenses by virtue of being a Limited Partner of the Access Fund. To the extent expenses that constitute Access Fund expenses are incurred by the General Partner or Investment Manager on the joint behalf of the Access Fund and/or any Parallel Access Funds established in connection with the Access Fund to acquire interests in the Underlying Fund, the Investment Manager will allocate such expenses between the Access Fund and such Parallel Access Funds as it reasonably deems appropriate. Indemnification: The Investment Manager, the General Partner, any affiliate thereof and, the respective partners, members, stockholders, officers, directors, managers, employees, or agents of any of the foregoing and the Administrator, will be indemnified by the Access Fund out of the assets of the Access Fund, including the capital calls from the Limited Partners (which capital calls for indemnification expenses are outside of a Limited Partner's Subscription), and from the proceeds of liability insurance and any assets from anycertain recalleds of Distributions (see "— Capital Calls" and "Limited Partner Giveback"), against certain expenses or losses. In addition, as an investor in the Underlying Fund, the Access Fund (and indirectly the Limited Partners (including any Feeder Funds)) will be obligated to fund certain indemnification obligations of the Underlying Fund, and such amounts will be callable from Limited Partners of the Access Fund to the full extent of the Access Fund's EFTA01397913 obligations to the Underlying Fund, including through the recall of dDistributions as described in Limited Partner Giveback below. Limited Partner Giveback: To the extent the Access Fund incurs any indemnification or other liability or is otherwise required to return distributions to the Underlying Fund in accordance with the Underlying Fund LPA (including in respect of any indemnification or other liability incurred by the Access Fund in its capacity as a limited partner of the Underlying Fund), each Limited Partner may be required to return distributions received from the Access Fund to fund its proportionate share of such liability or obligation; provided, however, that the aggregate amount of such returns from any Limited Partner shall not exceed the aggregate amount of25% of all distributions received by such Limited Partner (it being understood that additional amounts may be called fromfrom the Access Fund, unless the Access Fund is otherwise required to return Distributions to the Underlying Fund pursuant to the Underlying Fund LPA (in which case a Limited Partner would be required to bear its proportionate share of such return obligation); provided further that no Limited Partner shall be required to return distributions to the Access Fund after the 18- month anniversary of the last day of the Term (provided that if at the end of such period there are any proceedings or claims outstanding, the General Partner shall notify the Limited Partners and the obligation to indemnify shall be extended until the date such proceedings or claims are ultimately resolved and distributions are returned to the Limited Partners in respect of indemnification expenses, which amounts are outside of a Limited Partner's Subscriptionthereof). Changes to III Certain Risk Factors and Potential Conflicts of Interest 4 EFTA01397914 IIIIIIIIIIbreg Martin The following information set forth in the fourth paragraph of "Certain Risk Factors and Potential Conflicts of Interest — Risks Associated with Investing in the Access Fund" is hereby amended with the changes as marked below: Although the Access Fund will be an investor in the Underlying Fund, investors in the Access Fund will not themselves be limited partners of the Underlying Fund and will not be entitled to enforce any rights against the Underlying Fund or the Glendower GP or any of their affiliates, assert claims against the Underlying Fund, Glendower or their affiliates or have any voting rights in the Underlying Fund. An investor in the Access Fund will have only those rights provided for in the Partnership Agreement, and will not be permitted to attend the annual meeting of investors of the Underlying Fund. The General Partner is not the general partner or manager of the Underlying Fund. None of the Access Fund, the General Partner or any of their affiliates will take part in the management of the Underlying Fund or have control over its management strategies and policies. The Access Fund is subject to the risk of bad judgment, negligence, or misconduct of the general partner or manager of the Underlying Fund and its affiliates. There have been a number of instances in recent years in which pooled investment vehicles investing in third-party funds have incurred substantial losses due to sponsor misconduct. The Partnership Agreement will provide for indemnification of the General Partner, the Investment Manager, the Administrator, the Custodian and certain of their affiliates and certain other indemnified parties and any such indemnification (and the expense thereof) will be in addition to any indemnification granted under the Underlying Fund constituent documents. Investors in the Access Fund may be required to return amounts distributed to them by the Access Fund to fund the Access Fund's and/or the Underlying Fund's indemnity obligations and other liabilities as well as amounts recalled by the Underlying Fund for reinvestment in accordance with the Underlying Fund LPA, subject to certain exceptions and restrictions set forth in the Partnership Agreement. In addition, capital contributions to fund the Access Fund's indemnity obligations are outside of a Limited Partner's Subscription. Investors in the Access Fund may receive in-kind distributions to the extent the Underlying Fund distributes securities in-kind to its investors and the securities or other assets so received in an in-kind distribution may not be marketable or otherwise freely EFTA01397915 tradable. With respect to any such securities or other assets distributed in-kind, in liquidating these securities or assets will be borne by the Limited Partners result that such Limited Partners may receive less cash than reflected in the determined by the General Partner pursuant to the Partnership Agreement. The following information set forth in "Certain Conflicts of Interest — Repayment of Distributions" is hereby amended with The Access Fund may be required to repay creditors of the Underlying Fund, as applicable, distributions the Access Fund may be required to pay to the Underlying Fund amounts the Underlying Fund for tax purposes. TheSubject to certain the Access Fund may require Limited Partners to return to the Access distributions made by the Access Fund to the Limited Partners in order to satisfy Fund's indemnification and other obligations to the Underlying Fund or otherwise. may also be required to repay or pay such amount to the Access Fund if the Access to meet its obligations. The following information set forth in "Certain Risk Conflicts of Interest — Indemnity Obligation" is hereby amended with the changes as The Access Fund will be required to indemnify the Investment Manager, the administrator and certain of their any sub-advisor or other similar service provider) for liabilities the Access Fund. Any such indemnification (and the expenses indemnification granted under the 5 the risk of loss and delay of the Access Fund, with the fair value of such securities as Risk Factors and Potential the changes as marked below: to the Underlying Fund or to pay previously received by it. In addition, that are restrictions in required to be withheld by the Partnership Agreement, Fund all or part of any all or affiliates incurred in and any portion of the Access Similarly, Limited Partners Fund is unable otherwise Factors and Potential marked below: General Partner, the representatives (including connection with the affairs of thereof) will be in addition to the EFTA01397916 Greg Martin Partners ip Agreement in respect of the Access Fund's indemnity obligations and any indemnification granted under the Underlying Fund's governing documents (and the investments of the Underlying Fund), including the obligation to return distributions to fund any such Underlying Fund indemnification (with the Limited Partners in turn being required to return distributions). The Access Fund's indemnification obligations under the Partnership Agreement may be funded by capital calls from the Limited Partners or through the return of Distributions previously made to the Limited Partners. A Limited Partner's obligation to fund capital calls in respect of the Access Fund's indemnification obligations are apart from an Investor's Subscription, and therefore will not be capped subject to certain exceptions and restrictions set forth in the Partnership Agreement. In addition, the Access Fund's assets, including any investments held by the Access Fund (including cash or cash equivalents), are available to satisfy all liabilities and other obligations of the Access Fund, including indemnification obligations. The obligation to fund an indemnification claim will survive the dissolution of the Access Fund. The following information set forth in "Certain Risk Factors and Potential Conflicts of Interest — Multiple Layers of Expenses" is hereby amended with the changes as marked below: The Access Fund and the Underlying Fund each have expenses and management costs that will be borne, directly (in the case of expenses and costs of the Access Fund) or indirectly (in the case of expenses and costs of the Underlying Fund), by the Access Fund. Further, distributions from the Underlying Fund to the Access Fund will be subject to the carried interest of the Glendower GP. In addition, certain expenses will be apart from a Limited Partner's Subscription, including indemnification expenses and certain other required payments, including transfer expenses, interest expenses in connection with subsequent closings, certain tax preparation and other expenses attributable to specific limited partners. A Limited Partner's obligation to fund these expenses will not be capped 6 EFTA01397917 GLDUS141 Greg Martin Appendix A Underlying Fund Confidential Private Placement Memorandum Proprietary and Confidential EFTA01397918 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP Confidential Private Placement Memorandum EFTA01397919 Greg Martin This page has intentionally been left blank EFTA01397920 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP IMPORTANT NOTICE TO POTENTIAL INVESTORS GLENDOWER CAPITAL SECONDARY OPPORTUNITIES FUND IV, LP $1,750,000,000 LIMITED PARTNER INTERESTS THIS AMENDED AND RESTATED CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, DATED MARCH 2018 (THIS "MEMORANDUM"), IS BEING CIRCULATED TO A LIMITED NUMBER OF QUALIFIED PROSPECTIVE INVESTORS FOR THE PURPOSE OF EVALUATING AN INVESTMENT IN THE LIMITED PARTNER INTERESTS (THE "INTERESTS") OF GLENDOWER CAPITAL SECONDARY OPPORTUNITIES FUND IV, LP (THE "FUND"). THIS MEMORANDUM IS BEING CIRCULATED BY GLENDOWER CAPITAL LLP (THE "MANAGER") WHICH IS AUTHORIZED AND REGULATED BY THE UK FINANCIAL CONDUCT AUTHORITY (THE "FCA"). THIS MEMORANDUM AMENDS, RESTATES AND REPLACES THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OF THE FUND, DATED OCTOBER 2017, AND THE SUPPLEMENTS THERETO. THIS MEMORANDUM CONSTITUTES A FINANCIAL PROMOTION FOR THE PURPOSES OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"). THIS MEMORANDUM AND THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR DISTRIBUTED, NOR MAY ITS CONTENTS BE DISCLOSED, TO PERSONS WHO ARE NOT DIRECTLY INVOLVED WITH THE PROSPECTIVE INVESTOR'S DECISION REGARDING THE PURCHASE OF INTERESTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGER. BY ACCEPTING DELIVERY OF THIS MEMORANDUM, EACH PROSPECTIVE INVESTOR AGREES TO THE FOREGOING. THE FOREGOING SHALL NOT LIMIT THE DISCLOSURE OF THE TAX TREATMENT OR TAX STRUCTURE OF THE FUND (OR ANY TRANSACTIONS UNDERTAKEN BY THE FUND). AS USED IN THIS PARAGRAPH, THE TERM "TAX TREATMENT" REFERS TO THE PURPORTED OR CLAIMED U.S. FEDERAL INCOME TAX TREATMENT AND THE TERM "TAX STRUCTURE" REFERS TO ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE PURPORTED OR CLAIMED U.S. FEDERAL INCOME TAX TREATMENT, PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, (A) EXCEPT TO THE EXTENT OTHERWISE ESTABLISHED IN PUBLISHED GUIDANCE BY THE U.S. INTERNAL REVENUE SERVICE, TAX TREATMENT AND TAX STRUCTURE SHALL NOT INCLUDE THE NAME OF, CONTACT INFORMATION FOR, OR ANY OTHER SIMILAR IDENTIFYING INFORMATION REGARDING THE FUND OR ANY OF ITS INVESTMENTS (INCLUDING THE NAMES OF ANY EMPLOYEES OR AFFILIATES THEREOF) AND (B) NOTHING IN THIS PARAGRAPH SHALL LIMIT THE ABILITY OF A PROSPECTIVE INVESTOR TO MAKE ANY DISCLOSURE TO THE INVESTOR'S TAX ADVISERS OR TO THE U.S. INTERNAL REVENUE SERVICE OR ANY OTHER TAXING AUTHORITY. EFTA01397921 IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE INTERESTS HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE FCA, ANY U.S. FEDERAL OR STATE AUTHORITY OR ANY OTHER NON-U.S. SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SEE "APPENDIX 1: NOTICES TO INVESTORS IN SPECIFIC JURISDICTIONS" FOR LEGENDS RELATING TO THOSE JURISDICTIONS IN WHICH THE INTERESTS SHALL BE OFFERED AND, BY ACCEPTING THIS MEMORANDUM, EACH PROSPECTIVE INVESTOR AGREES TO BE BOUND BY EACH RELEVANT LEGEND AND CORRESPONDING RESTRICTIONS SET FORTH IN APPENDIX 1. THIS MEMORANDUM IS BEING COMMUNICATED IN THE UK ONLY TO INVESTORS WHO ARE CONSIDERED TO BE "PROFESSIONAL CLIENTS" OR WHO MAY, ON REQUEST, BE TREATED AS "PROFESSIONAL CLIENTS" WITHIN THE MEANING OF ANNEX II TO THE MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE (2014/65/EU) ("PROFESSIONAL INVESTORS"). THIS MEMORANDUM MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT PROFESSIONAL INVESTORS. ANY INTERESTS TO WHICH THIS MEMORANDUM RELATES ARE AVAILABLE ONLY TO PROFESSIONAL INVESTORS. THIS MEMORANDUM IS NOT AN APPROVED PROSPECTUS FOR THE PURPOSES OF SECTION 85 OF FSMA. Confidential Private Placement Memorandum Page i EFTA01397922 reg Martin Glendower Capital Secondary Opportunities Fund IV, LP THE FUND WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE INTERESTS OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS OR THE LAWS OF ANY NON-U.S. JURISDICTION. THE INTERESTS WILL BE OFFERED AND SOLD FOR INVESTMENT ONLY TO QUALIFYING RECIPIENTS OF THIS MEMORANDUM PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY SECTION 4(A)- (2) THEREOF AND REGULATION D PROMULGATED THEREUNDER AND IN COMPLIANCE WITH THE APPLICABLE SECURITIES LAWS OF THE U.S. AND OTHER JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THERE WILL BE NO PUBLIC MARKET FOR THE INTERESTS AND THERE IS NO OBLIGATION ON THE PART OF ANY PERSON TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT. THE INTERESTS MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY APPLICABLE NON-U.S. SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFERABILITY OF THE INTERESTS WILL BE FURTHER RESTRICTED BY THE TERMS OF THE FUND'S LIMITED PARTNERSHIP AGREEMENT (THE "FUND PARTNERSHIP AGREEMENT"). INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THE INTERESTS FOR AN INDEFINITE PERIOD OF TIME. THE INTERESTS ARE OFFERED SUBJECT TO PRIOR SALE AND ANY SUBSCRIPTION FOR INTERESTS BY AN INVESTOR MAY BE REJECTED, IN WHOLE OR IN PART. AN INVESTMENT IN THE INTERESTS WILL INVOLVE SIGNIFICANT RISKS DUE, AMONG OTHER THINGS, TO THE NATURE OF THE INVESTMENTS THE FUND INTENDS TO MAKE AND THERE CAN BE NO ASSURANCE THAT THE FUND'S RATE OF RETURN OBJECTIVES WILL BE REALIZED OR THAT THERE WILL BE ANY RETURN OF CAPITAL. SEE "SECTION 7: RISK FACTORS" AND "SECTION 8: CONFLICTS OF INTEREST". INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISKS AND LACK OF LIQUIDITY THAT ARE CHARACTERISTIC OF THE INVESTMENT DESCRIBED HEREIN. INVESTORS IN THE FUND MUST BE PREPARED TO BEAR SUCH RISKS FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. EACH PROSPECTIVE INVESTOR SHOULD EFTA01397923 MAKE ITS OWN INQUIRIES AND CONSULT ITS ADVISERS AS TO THE FUND AND THIS OFFERING AND AS TO LEGAL, TAX, FINANCIAL AND OTHER RELEVANT MATTERS CONCERNING AN INVESTMENT IN THE INTERESTS AND THE SUITABILITY OF THE INVESTMENT FOR SUCH INVESTOR. IN CONSIDERING THE PRIOR PERFORMANCE INFORMATION CONTAINED HEREIN (INCLUDING IN RESPECT OF DB SECONDARY OPPORTUNITIES FUND A, L.P., DB SECONDARY OPPORTUNITIES FUND B, L.P. AND DB SECONDARY OPPORTUNITIES FUND C, L.P., DB SECONDARY OPPORTUNITIES FUND D, L.P., SECONDARY OPPORTUNITIES FUND II, LP AND SECONDARY OPPORTUNITIES FUND III, LP (TOGETHER, THE "SOF FUNDS"), PROSPECTIVE INVESTORS SHOULD BEAR IN MIND THAT PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL ACHIEVE COMPARABLE RESULTS. UNLESS OTHERWISE INDICATED, ALL REFERENCES TO RATES OF RETURN OR INTERNAL RATES OF RETURN IN THIS MEMORANDUM ARE TO RATES OF RETURN ON INVESTMENTS ON A GROSS BASIS AND, AS SUCH, EXCLUDE THE EFFECT OF PRIORITY PROFIT SHARE, MANAGEMENT FEES AND EXPENSES, CARRIED INTEREST AND OTHER CHARGES. PROSPECTIVE INVESTORS MAY, UPON REQUEST, OBTAIN A HYPOTHETICAL ILLUSTRATION OF THE EFFECT OF FEES, EXPENSES, CARRIED INTEREST AND OTHER CHARGES ON THE RETURNS, BUT SHOULD NOTE THAT ANY SUCH ILLUSTRATION IS HYPOTHETICAL AND, AS SUCH, IS LIKELY TO PRODUCE DIFFERENT RESULTS FROM THOSE ACTUALLY OBTAINED AS A RESULT OF THE APPLICATION OF THE RELEVANT FEES, EXPENSES, CARRIED INTEREST AND OTHER CHARGES. PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONTACT REPRESENTATIVES OF THE MANAGER TO DISCUSS THE PROCEDURES AND METHODOLOGIES USED TO CALCULATE THE INVESTMENT RETURNS AND OTHER INFORMATION PROVIDED, BUT SHOULD NOTE THAT THEIR INVESTMENT MUST BE BASED SOLELY ON THE INFORMATION IN THIS MEMORANDUM IN ITS FINAL FORM AND IN THE FUND PARTNERSHIP AGREEMENT. IN PARTICULAR, PROSPECTIVE INVESTORS SHOULD TAKE NOTE THAT, AS DESCRIBED IN "HISTORY" IN SECTION 1: EXECUTIVE SUMMARY OF THIS MEMORANDUM, NOT ALL MEMBERS OF THE INVESTMENT AND OPERATIONS TEAMS THAT Confidential Private Placement Memorandum Page ii EFTA01397924 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP MANAGED THE SOF FUNDS AT DEUTSCHE BANK HAVE JOINED THE MANAGER AND GLENDOWER CAPITAL (U.S.), LLC (THE "U.S. ADVISER"). ACCORDINGLY, IN EVALUATING THE PAST PERFORMANCE OF THE SOF FUNDS, PROSPECTIVE INVESTORS SHOULD NOTE THAT THE PARTNERS AND EMPLOYEES OF THE MANAGER AND THE U.S. ADVISER WERE FORMALLY PART OF DEUTSCHE BANK, A LARGE INSTITUTION, AND, IN CONNECTION WITH THE INVESTMENTS COMPRISING THE TRACK RECORD OF THE SOF FUNDS, SUCH PERSONS FUNCTIONED AS PART OF A LARGER GROUP WITHIN DEUTSCHE BANK AND THE SUCCESS OR OTHERWISE OF THE SOF FUNDS SHOULD NOT BE SOLELY ATTRIBUTED TO THE PARTNERS AND EMPLOYEES OF THE MANAGER AND THE U.S. ADVISER. CERTAIN INFORMATION CONTAINED IN THIS MEMORANDUM CONSTITUTES "FORWARD-LOOKING STATEMENTS," WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "SHOULD," "EXPECT," "ANTICIPATE," "PROJECT," "ESTIMATE," "INTEND," "CONTINUE" OR "BELIEVE" OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR OTHER COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING THOSE DESCRIBED IN THIS MEMORANDUM, ACTUAL EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF THE FUND MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS. NO REPRESENTATION OR WARRANTY IS MADE AS TO FUTURE PERFORMANCE OR SUCH FORWARD-LOOKING STATEMENTS. THIS MEMORANDUM HAS BEEN PREPARED ON THE ASSUMPTION THAT THE LEGAL AND TAX STRUCTURE REQUIRED TO CONDUCT THE ACTIVITIES OF THE FUND HAS ALREADY BEEN FULLY IMPLEMENTED AND THAT ALL REGULATORY, TAX AND OTHER CLEARANCES HAVE BEEN OBTAINED. THE STRUCTURE WILL HAVE BEEN IMPLEMENTED PRIOR TO THE FIRST CLOSING OF THE FUND. IN PARTICULAR, THIS MEMORANDUM MAKES REFERENCE TO THE MANAGER BEING AUTHORIZED AND REGULATED AS AN "ALTERNATIVE INVESTMENT FUND MANAGER" BY THE FCA. AS OF THE DATE HEREOF, THE MANAGER IS AWAITING FINAL CONFIRMATION OF ITS AUTHORIZATION FROM THE FCA. FOR THE AVOIDANCE OF DOUBT, THE FIRST CLOSING OF THE FUND WILL NOT OCCUR UNTIL SUCH TIME AS THE MANAGER HAS RECEIVED THE NECESSARY AUTHORIZATIONS. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION TO ANY PERSON OR ENTITY TO WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE OR JURISDICTION. THE TERMS OF THE OFFERING AND THE INTERESTS DESCRIBED HEREIN MAY BE MODIFIED AT ANY TIME. IN THE EVENT THAT THE DESCRIPTIONS OR TERMS IN THIS MEMORANDUM ARE INCONSISTENT WITH OR CONTRARY TO THE FUND PARTNERSHIP AGREEMENT (WHICH IS AVAILABLE TO PROSPECTIVE INVESTORS UPON REQUEST), THE FUND PARTNERSHIP AGREEMENT SHALL CONTROL. EFTA01397925 NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS MEMORANDUM OR THE DEFINITIVE SUBSCRIPTION DOCUMENTS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN OR THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE MANAGER, THE FUND, ITS GENERAL PARTNER (THE "GENERAL PARTNER") OR ANY OF THEIR RESPECTIVE AFFILIATES. THE INFORMATION CONTAINED IN THIS MEMORANDUM HAS BEEN COMPILED AS OF THE DATE HEREOF UNLESS OTHERWISE STATED HEREIN, AND NEITHER THE DELIVERY OF THIS MEMORANDUM AT ANY TIME, NOR ANY SALE HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO SUCH DATE. CERTAIN ECONOMIC AND MARKET INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED SOURCES PREPARED BY OTHER PARTIES. WHILE SUCH SOURCES ARE BELIEVED TO BE RELIABLE, SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED AND NONE OF THE GENERAL PARTNER, THE FUND, THE MANAGER, THE U.S. ADVISER OR ANY OF THEIR RESPECTIVE AFFILIATES ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. NEITHER CREDIT SUISSE ASSET MANAGEMENT LIMITED ("CREDIT SUISSE") NOR ANY OF ITS AFFILIATES HAS INDEPENDENTLY VERIFIED THE INFORMATION CONTAINED HEREIN OR THE INFORMATION OTHERWISE MADE AVAILABLE BY THE GENERAL PARTNER, THE FUND OR THE MANAGER, AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION OR ANY FORWARD-LOOKING INFORMATION STATEMENTS CONTAINED IN Confidential Private Placement Memorandum Page iii EFTA01397926 IIIIIIIIIIIreg Martin Glendower Capital Secondary Opportunities Fund IV, LP THIS MEMORANDUM. EACH OF GLENDOWER CAPITAL, LLP AND THE GENERAL PARTNER IS EXEMPT FROM REGISTRATION WITH THE U.S. COMMODITY FUTURES TRADING COMMISSION (THE "CFTC") AND IS NOT REGISTERED WITH THE CFTC AS A COMMODITY POOL OPERATOR ("CPO"), PURSUANT TO AN EXEMPTION UNDER CFTC REGULATION SECTION 4.13(A)(3) FOR POOLS (A) WHOSE INTERESTS ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ARE OFFERED AND SOLD WITHOUT MARKETING TO THE PUBLIC IN THE UNITED STATES, (B) WHOSE PARTICIPANTS ARE LIMITED TO ACCREDITED INVESTORS AND (C) WHOSE INVESTMENTS IN COMMODITY INTEREST POSITIONS ARE LIMITED SUCH THAT EITHER (1) THE AGGREGATE INITIAL MARGIN, PREMIUMS AND REQUIRED MINIMUM DEPOSIT FOR RETAIL FOREX TRANSACTIONS (AS DEFINED IN CFTC REGULATION SECTION 5.1(M)) REQUIRED TO ESTABLISH SUCH POSITIONS, DETERMINED AT THE TIME OF THE MOST RECENTLY ESTABLISHED POSITION, DOES NOT EXCEED 5% OF THE LIQUIDATION VALUE OF THE POOL'S PORTFOLIO, AFTER TAKING INTO ACCOUNT UNREALIZED PROFITS AND UNREALIZED LOSSES ON ANY SUCH POSITIONS IT HAS ENTERED INTO, PROVIDED THAT, IN THE CASE OF AN OPTION THAT IS IN-THE-MONEY AT THE TIME OF PURCHASE, THE INTHE-MONEY AMOUNT AS DEFINED IN CFTC REGULATION SECTION 190.01 MAY BE EXCLUDED IN COMPUTING SUCH 5% OR (2) AN AGGREGATE NET NOTIONAL VALUE OF SUCH POSITIONS, DETERMINED AT THE TIME OF THE MOST RECENTLY ESTABLISHED POSITION, DOES NOT EXCEED 100% OF THE LIQUIDATION VALUE OF THE POOL'S PORTFOLIO, AFTER TAKING INTO ACCOUNT UNREALIZED PROFITS AND UNREALIZED LOSSES ON ANY SUCH POSITIONS IT HAS ENTERED INTO. THEREFORE, UNLIKE A REGISTERED CPO, NEITHER THE MANAGER NOR THE GENERAL PARTNER IS REQUIRED TO DELIVER A DISCLOSURE DOCUMENT (AS DEFINED IN THE CFTC REGULATIONS) AND A CERTIFIED ANNUAL REPORT TO INVESTORS. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THIS OFFERING OR THIS MEMORANDUM. THIS MEMORANDUM WAS PREPARED BY REPRESENTATIVES OF THE FUND AND IS BEING FURNISHED BY CREDIT SUISSE AS PLACEMENT AGENT SOLELY FOR USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. CREDIT SUISSE IS ACTING AS PLACEMENT AGENT FOR THE GENERAL PARTNER, AND, IN THAT CAPACITY, IS NOT ACTING AS INVESTMENT ADVISER, MUNICIPAL ADVISOR, OR FIDUCIARY TO POTENTIAL PURCHASERS IN CONNECTION WITH THE INTERESTS OFFERED IN THIS MEMORANDUM. IN ACTING AS PLACEMENT AGENT, EFTA01397927 CREDIT SUISSE IS NOT ADVISING ANY RECIPIENT OF THIS MEMORANDUM REGARDING WHETHER THE FUND IS MORE APPROPRIATE FOR SUCH RECIPIENT'S INVESTMENT NEEDS THAN OTHER SIMILAR FUNDS THAT MAY BE AVAILABLE. POTENTIAL INVESTORS MUST MAKE THEIR OWN INVESTMENT DECISIONS. IN MAKING THOSE DECISIONS, POTENTIAL INVESTORS SHOULD BE AWARE THAT CREDIT SUISSE WILL RECEIVE A PLACEMENT FEE FROM THE GENERAL PARTNER (OR ITS AFFILIATE) THAT IS GENERALLY BASED UPON THE AMOUNT OF INTERESTS IN THE FUND SUBSCRIBED FOR BY THE INVESTORS. CREDIT SUISSE IS NOT ACTING AND WILL NOT ACT AS A MUNICIPAL ADVISOR WITHIN THE MEANING OF SECTION 975 OF THE DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER ("MUNICIPAL ADVISOR RULE"). ANY SERVICES, MATERIAL, OR INFORMATION THAT CREDIT SUISSE PROVIDES TO A MUNICIPAL ENTITY OR OBLIGATED PERSON AS DEFINED BY THE MUNICIPAL ADVISOR RULE ("COVERED PARTY") ARE PROVIDED ON AN ARM'S LENGTH BASIS AND NOT AS AN ADVISOR OR FIDUCIARY TO THE COVERED PARTY. COVERED PARTIES SHOULD CONSULT WITH THEIR OWN INTERNAL AND EXTERNAL ADVISORS BEFORE TAKING ACTION WITH RESPECT TO ANY SERVICES, MATERIAL, OR INFORMATION PROVIDED TO THEM BY CREDIT SUISSE. CREDIT SUISSE ALSO WILL NOT SOLICIT A COVERED PARTY FOR DIRECT OR INDIRECT COMPENSATION ON BEHALF OF AN UNAFFILIATED INVESTMENT ADVISER FOR THE PURPOSE OF OBTAINING OR RETAINING AN ENGAGEMENT FOR THAT INVESTMENT ADVISER BY THE COVERED PARTY TO PROVIDE INVESTMENT ADVISORY SERVICES TO OR ON BEHALF OF THE COVERED PARTY. CREDIT SUISSE ALSO SEEKS TO DO BUSINESS WITH AND EARN FEES OR COMMISSIONS FROM AFFILIATES OF THE GENERAL PARTNER OF THE FUND AND ITS PORTFOLIO COMPANIES, AS WELL AS WITH OTHER THIRD PARTY FUND SPONSORS THAT MAY HAVE SIMILAR OR DIFFERENT INVESTMENT OBJECTIVES AS THE FUND. EXAMPLES OF SUCH BUSINESS MAY INCLUDE, WITHOUT LIMITATION: PROVISION OF FINANCING OR INVESTMENT BANKING SERVICES; LENDING OR ARRANGING CREDIT; PROVISION OF PRIME BROKERAGE; AND PLACEMENT SERVICES. ACCORDINGLY, POTENTIAL INVESTORS SHOULD RECOGNIZE THAT CREDIT SUISSE'S Confidential Private Placement Memorandum Page iv EFTA01397928 reg Martin Glendower Capital Secondary Opportunities Fund IV, LP PARTICIPATION AS PLACEMENT AGENT FOR THE INTERESTS MAY BE INFLUENCED BY ITS INTEREST IN SUCH CURRENT OR FUTURE FEES AND COMMISSIONS, INCLUDING DIFFERENTIALS IN THE PLACEMENT FEES THAT ARE OFFERED BY OTHER THIRD PARTY FUND SPONSORS FOR WHICH CREDIT SUISSE ACTS AS PLACEMENT AGENT. POTENTIAL INVESTORS SHOULD ALSO BE AWARE THAT CERTAIN AFFILIATES OR EMPLOYEES OF CREDIT SUISSE MIGHT INVEST IN THE FUND ON THEIR OWN BEHALF AND/OR ON BEHALF OF THEIR CLIENTS. POTENTIAL INVESTORS SHOULD CONSIDER THESE POTENTIAL CONFLICTS IN MAKING THEIR INVESTMENT DECISIONS. BY INVESTING IN THE FUND, EACH RECIPIENT CONSENTS TO THESE POTENTIAL CONFLICTS AND ACKNOWLEDGE THAT THESE POTENTIAL CONFLICTS ARE NOT MATERIAL TO SUCH RECIPIENT'S DECISION TO PROVIDE SUCH CONSENT. CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE. ANY TAX STATEMENT HEREIN REGARDING ANY U.S. FEDERAL TAX IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES. ANY SUCH STATEMENT HEREIN WAS WRITTEN TO SUPPORT THE MARKETING OR PROMOTION OF THE TRANSACTION(S) OR MATTER(S) TO WHICH THE STATEMENT RELATES. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO FLORIDA PURCHASERS EFTA01397929 PURCHASERS OF SECURITIES THAT ARE EXEMPTED FROM REGISTRATION BY SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT HAVE THE RIGHT TO VOID THEIR PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION UNLESS SALES ARE MADE TO FEWER THAN FIVE (5) PURCHASERS IN FLORIDA. "DOLLARS" AND "$" REFER IN ALL CASES TO UNITED STATES DOLLARS. MARCH 2018 Confidential Private Placement Memorandum Page v EFTA01397930 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP CONTACT INFORMATION Glendower Capital, LLP 16 Berkeley Street London, W1J 8DZ United Kingdom Attention: Carlo Email: Glendower api a 410 Park Avenue New York, NY 10022 United States of America Attention: Joshua C. Glaser Email: Credit Suisse Asset Management Limited 17 Columbus Courtyard London, E14 4DA United Kingdom Attention: Michael J. Murphy Email: Confiders is riva e acemen emoran um Page vi Pirzio-Biroli EFTA01397931 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP Table of Contents Section 1: Executive Summary 1 Section 2: Investment Performance 7 Section 3: Summary of Principal Terms 12 Section 4: Glendower Capital Secondary Opportunities Fund IV, LP 14 Section 5: Fund Management 30 Section 6: Summary of Terms and Conditions 35 Section 7: Risk Factors 48 Section 8: Conflicts of Interest 66 Section 9: Certain Legal, ERISA and Tax Considerations 70 Appendices 87 Appendix 1 Notices to Investors in Specific Jurisdictions 88 Appendix 2 Privacy Notice 99 Appendix 3 Anti-Money Laundering 101 Appendix 4 Key Definitions 102 Appendix 5 Important Performance Information 108 Appendix 6 Directory 111 Appendix 7 Board of Directors of the General EFTA01397932 Partner 112 Confidential Private Placement Memorandum EFTA01397933 MI Greg Martin , Capital Secondary Opportunities Fund IV, LP This page has intentionally been left blank Confidential Private Placement Memorandum EFTA01397934 Greg Martin en ower Capital Secondary Opportunities Fund IV, LP Section 1: Executive Summary Confidential Private Placement Memorandum 1 EFTA01397935 Greg Martin Section 1: Executive Summary Glendower Capital Secondary Opportunities Fund IV, LP Executive Summary Overview Glendower Capital Secondary Opportunities Fund IV, LP ("SOF IV" or the "Fund") is being formed by Glendower Capital, LLP ("Glendower Capital", "Glendower" or the "Manager"), an independent investment firm, privately held by its partners and focused on secondary private markets. Glendower was formed by the secondary opportunities team that spun-out from Deutsche Asset Management on August 1, 2017. The Fund is seeking US$1.75 billion in aggregate commitments with the aim of generating attractive risk-adjusted investment returns, principally in the form of capital appreciation, through the acquisition, holding and disposition of a diverse portfolio of investments including large and mid-market buyout, growth capital, venture capital, special situations, turnaround, mezzanine, distressed opportunities, real estate and infrastructure assets primarily on the secondary market. The Fund will target globally, but primarily in the U.S. and Europe, (i) the acquisition of interests in established generalist and specialist private equity fund structures (including funds of funds, feeder funds and other similar structures) on the secondary market (each such fund or structure, a "Fund Secondary" and, together, "Fund Secondaries"), (ii) the acquisition of investment interests in private equity fund structures or portfolios of private equity assets on the secondary market through bespoke liquidity solutions (each such investment interest, a "GP-led Secondary" and, together, "GP-led Secondaries"), and (iii) co-investments in individual portfolio companies alongside private equity fund sponsors (each such co-investment, a "Single Asset Deal"). SOF IV will be the fourth dedicated secondary fund led by Carlo Pirzio- Biroli and Charles Smith (the "Managing Partners") and invested by Glendower Capital's team of investment professionals. As described in "History" (immediately below), this will be the first dedicated secondary fund raised outside of Deutsche Asset Management by the Managing Partners and the Glendower SOF Team (as defined below) and managed by Glendower Capital. History Carlo Pirzio-Biroli and Charles Smith, Managing Partners of Glendower, co- founded Deutsche Asset Management's Secondary Opportunities Fund investment program (the "SOF Business") in 2006 after having worked together from 2003 to 2006 to restructure and wind down Deutsche Bank's €5.1 billion proprietary balance sheet private equity portfolio.1 Chi Cheung and Deirdre Davies (Partners of Glendower) and Francesco Rigamonti (Senior Advisor to Glendower) were part of the team initially assembled by the Managing EFTA01397936 Partners in 2003 in London. The team was subsequently expanded to include Adam Graev and Joshua Glaser (Partners of Glendower) in 2007 and 2013, respectively, in New York, as well as certain junior professionals, to become the "SOF Team" and, on and from August 1, 2017, the "Glendower SOF Team".2 From 2006 to 2017 the Managing Partners led the SOF Team in establishing, fundraising and investing SOF, SOF D, SOF II and SOF III (collectively the "SOF Funds" or the "SOF Program") with aggregate commitments of US$3 billion. More specifically: \Z SOF,3 the initial SOF Program secondary fund that was formed in 2006 and held a final close in early 2007 with a US$565 million pool of commitments. )Z SOF D,4 a top-up secondary fund that was formed in 2010 with a US$147 million pool of commitments. 1 The Deutsche Bank proprietary private equity restructuring took place between 2003 and 2006. Carlo Pirzio-Biroli and Charles Smith played a role alongside other Deutsche Bank colleagues in the transactions that contributed to the disposition of Deutsche Bank's proprietary private equity portfolio. Carlo Pirzio-Biroli and Charles Smith were not involved in all such transactions and the efforts described in this Memorandum in respect of the proprietary private equity restructuring are attributable to the whole Deutsche Bank team rather than any individual within it. 2 References to the "Glendower SOF Team" may also include investment professionals and other personnel that are subsequently hired by the Manager. 3 SOF is a pool of capital dedicated to the secondary market, closed in 2007, which was structured through three separate investment vehicles, DB Secondary Opportunities Fund A, L.P. ("SOF A"), DB Secondary Opportunities Fund B, L.P. ("SOF B") and DB Secondary Opportunities Fund C, L.P. ("SOF C"), collectively "SOF". 4 DB Secondary Opportunities Fund D, L.P. ("SOF D") is a pool of capital dedicated to the secondary market, closed in 2010. SOF D is a Euro denominated fund. US$ values have been converted to Euros at the September 30, 2017 rate of 1.1822. Confidential Private Placement Memorandum 2 EFTA01397937 Greg Martin Section 1: Executive Summary Glendower Capital Secondary Opportunities Fund IV, LP \Z SOF II,5 the second secondary fund that was formed in 2011 and held a final close in 2012 with a US$614 million pool of commitments. \Z SOF III,6 the third secondary fund that held a single close in late 2014 with a US$1,654 billion pool of commitments. On August 1, 2017 all investment professionals and key operations professionals of the SOF Team spun-out and formed Glendower Capital to continue the secondary investment strategy developed at Deutsche Asset Management. As part of the spin-out, certain arrangements are in place between, inter alia, Deutsche Asset Management and Glendower Capital in order to provide operational continuity to the SOF Funds throughout their remaining term. Pursuant to these arrangements Glendower Capital will continue to provide investment advice and the Managing Partners will provide investment management services to Deutsche Asset Management with respect to the SOF Funds and assist Deutsche Asset Management with the day-to-day management and realization of the portfolio investments. Deutsche Asset Management will have no future role with Glendower Capital, other than in relation to the SOF Funds. As further disclosed in Appendix 5 (Important Performance Information) any track record or other financial information in respect of the SOF Funds relates to the SOF Funds raised prior to the spin-out of Glendower Capital from Deutsche Asset Management. Accordingly, when considering the track record and other financial information contained herein, each prospective investor should have regard to the fact that other employees of Deutsche Asset Management who have not joined Glendower Capital were involved in the investment committees of the SOF Funds and the investment decision-making process in respect of the investments made by the SOF Funds.7 Investment Highlights The Manager believes that its market focus and strategic approach to transaction sourcing and disciplined investment process will generate high quality secondary private equity investment opportunities for the Fund. Benefits of secondary market investing Capitalize on information asymmetries to re-price existing mature assets. Mitigate blind pool risk by focusing on mature portfolio assets and valuations. \Z Mitigate the J-curve due to a shorter duration of investments and earlier cash distributions. Complement investors' portfolio construction by accelerating deployment of capital and providing diversified exposure across vintage (including older vintage years), strategy, industry and EFTA01397938 geography. Compelling investment opportunity The secondary market has transitioned from a cyclical distressed play to an institutionalized market where US$58 billion8 was transacted in 2017 by a wide range of sellers, including pension funds, sovereign wealth funds, endowments and foundations, asset managers, financial institutions and family offices. \Z With US$125 billion of near-term capital available for investment (commonly referred to as 'dry powder') available for secondaries vs 2017 annual volume of US$58 billion, the supply-demand balance in the secondary market remains more favorable at 2.2x than other asset classes such as buyouts (3.7x).9 )Z Secondary market pricing has normalized and remains stable at ca. 90% of Fair Market Value ("FMV") since 201010 within the range acceptable to both buyers and sellers leading to record secondary transaction volumes.11 5 Secondary Opportunities Fund II, LP ("SOF II") is a pool of capital dedicated to the secondary market that held its first closing in 2011. 6 Secondary Opportunities Fund III, LP ("SOF III") is a pool of capital dedicated to the secondary market that held its first and final closing in 2014. 7 Past performance is not a prediction of the future performance of SOF, SOF D, SOF II or SOF III but is included to demonstrate the track record of the Glendower SOF Team and there can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved. 8 Source: Glendower Capital based on Greenhill Secondary Market Trends & Outlook, January 2018. 9 Source: Glendower Capital based on 2018 Preqin Global Private Equity & Venture Capital Report, Bain & Company Global Private Equity Report 2018 and Greenhill Secondary Market Trends & Outlook, January 2018. 10 Source: Greenhill Secondary Market Trends & Outlook, January 2018. 11 Source: Glendower Capital based on Greenhill Secondary Market Trends & Outlook, January 2018. Confidential Private Placement Memorandum 3 EFTA01397939 Greg Martin Section 1: Executive Summary Glendower Capital Secondary Opportunities Fund IV, LP Bespoke liquidity solutions or GP-led Secondary deals, another key target area for the Fund, are an evolving and growing segment of the market. Today they represent just under 25%12 of the market and include spin-in/spin-outs, tailend funds (i.e., funds raised at least 10 years ago) restructuring, asset liquidations, and LP tenders. Distinctive investment strategy The Manager intends to replicate the consistent, distinctive investment strategyl3 pursued by the SOF Team (while at Deutsche Asset Management14) in each of the SOF Funds. This strategy is built around five main pillars: )Z A focus on less competitive transactions such as smaller US$5-100 million Fund Secondaries, US$100-250 million GP-led Secondaries and larger, more complex deals where the Glendower SOF Team has an angle. As of September 30, 2017, the SOF Funds had completed 82 transactions with an average deal size of US$40 million. \Z Pursuing a selective, true value approach through bottom-up, in-depth fundamental analysis rather than deal structuring / leveraging. Positioned as a mid-sized alpha value investor vs larger levered beta players, the SOF Team has screened approximately 3,000 potential deals since 2007 valued at around US$400 billion in the aggregate and have transacted around 1% of this deal-flow by value. )Z Buying margin of safety and mitigating blind pool risk by purchasing mature fund interests at a discount to FMV. The SOF Team has historically purchased at an average 20% discount to FMV over 350 fund interests which were around 80% funded and typically past their investment period at the time of purchase.15 )Z Pursuing an efficient portfolio management approach. The SOF Team has historically (i) not utilized leverage at transaction level and limited at portfolio level, (ii) systematically implemented currency hedging to mitigate 50 to 60% of market volatility, (iii) consistently diversified the SOF portfolios across a maximum of 30 to 40 transactions to mitigate over 90% of non-market deal risk. Pursuing a portfolio construction according to a barbell approach adjusted to market cycles. Since inception, the SOF Team has completed around 58% of its transactions in Fund Secondaries and 42% in GP-led Secondaries and Single Asset Deals16 adjusting to focus on the former during market corrections and on the latter during normalized market conditions. It is expected that the Fund will opportunistically pursue transactions in a broad range of private equity fund investments (including funds of funds, feeder funds and other similar structures), portfolios of direct private equity assets, and coinvestments EFTA01397940 in individual assets alongside private equity sponsors where the Glendower SOF Team has an angle. More specifically: .>Z Informational advantage, by leveraging the Glendower SOF Team's relationships with over 180 Fund Sponsors17 and its investments in more than 350 fund interests worldwide.18 \Z Relationship with sellers, by working directly with sellers to address their objectives, which often include nonmonetary factors such as confidentiality, speed of transaction, and certainty of execution. .>Z Opportunity to solve for complexity, by leveraging the Glendower SOF Team's transactional expertise to structure more complex transactions at a smaller size than other larger secondary funds. 12 Source: Glendower Capital based on Greenhill Secondary Market Trends & Outlook, January 2018. 13 Past performance is not a prediction of the future performance of SOF, SOF D, SOF II or SOF III but is included to demonstrate the track record of the Glendower SOF Team and there can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved. 14 Prospective investors should note that while at Deutsche Asset Management, the SOF Team were able to make use of platform personnel and resources in connection with the SOF Program that will not be available to the Glendower SOF Team in connection with the management and operation of SOF IV. 15 Source: Glendower Capital's proprietary information. 16 Represents % of aggregate invested capital in the SOF Funds as of September 30, 2017. Past portfolio construction of the SOF Funds is not a prediction of the Fund's portfolio construction. 17 Source: Glendower Capital's proprietary information. 18 Source: Glendower Capital's proprietary information. Confidential Private Placement Memorandum 4 EFTA01397941 Greg Martin Section 1: Executive Summary Established track recordl9, 20 As of September 30, 2017 the SOF Program has delivered a strong performance with aggregate gross performance since inception of 1.6x gross multiple and 28% IRR (Internal Rate of Return) and 1.5x TVPI (Total Value to Paid-in Capital), 0.9x DPI (Distributions to Paid-in Capital) and 23% Net IRR to investors. More specifically: SOF (2006, US$565 million, in harvesting stage) has generated top decile performance in the 2006 vintage peer group, with 2.1x gross multiple and 29% gross IRR and a 1.8x TVPI, 1.8x DPI and 22% Net IRR. t SOF D (2010, US$147 million, in harvesting stage) has generated top decile performance with a 3.0x gross multiple and 37% gross IRR and a 2.3x TVPI, 2.1x DPI and 29% Net IRR. )Z SOF II (2011, US$614 million, in maturing stage) has generated top quartile performance with a 1.7x gross multiple and 23% gross IRR and a 1.5x TVPI, 1.2x DPI and a 20% Net IRR. .>Z SOF III (2014, US$1,654 billion, in early stage — completing investment period) has generated top quartile performance with a 1.4x gross multiple and 31% gross IRR and a 1.3x TVPI, 0.3x DPI and 30% Net IRR. Experienced, independent team dedicated to secondaries \Z Newly established, independent firm wholly owned by its Partners. • Glendower Capital acts as adviser and sub-delegated manager to the SOF Funds, generating meaningful fee income for Glendower Capital. \Z Privately owned by its partners who worked together for 15 years2l before spinning-out from Deutsche Asset Management in 2017. )Z London and New York offices with established operational, integrated, self-contained processes developed by the SOF Team over 10 years. )Z Seasoned international 23-strong team (16 investment professionals with a 12-year average of relevant experience) targeted to grow to 26-28 by mid 2018. \Z Extensive database and relationships having invested around US$3 billion in over 350 fund interests in more than 80 deals and having screened thousands of funds over 10 years.22 Unique sell-side experience, having participated in the restructuring of Deutsche Bank's €5.1 billion proprietary private equity portfolio from 2003 to 2006.23 Disciplined and selective investment process \Z Targets attractive risk-adjusted returns in excess of 20% Net IRR (after all fees, expenses and carried interest) on a portfolio-wide basis.24 19 Source: Cambridge Associates Secondaries Benchmark statistics as of September 30, 2017. This information reflects a comparison of the performance of the SOF Funds against one benchmark only. SOF Funds' performance may differ when compared to other benchmark data. EFTA01397942 Performance of the SOF Funds is not included in the data set used to calculate the benchmark data. Please refer to Section 2, Exhibit 2 for further information. 20 The performance figures have not been audited and are based on the unaudited aggregated performance results of SOF, SOF D and SOF II and SOF III, collectively the SOF Funds, as of September 30, 2017 and should be read and reviewed in conjunction with Appendix 5: Important Performance Information which sets forth, amongst other things, important information regarding the performance described above. Further, note that the calculation methodology adopted to calculate Net IRR in respect of the SOF Funds is impacted by the SOF Funds' use of subscription line facilities. The SOF Funds use (and SOF IV is expected to use) such facilities to manage capital drawdowns, as described in "Drawdowns and use of subscription line facilities" in Section 7: Risk Factors. The SOF Funds' performance data is not expected to be representative of the investment returns that will be experienced by investors in the Fund. Gross returns are gross of fees, expenses and carried interest, which are not charged at the investment level. Investors should consult with their own advisors as to the appropriate factors to be considered in evaluating this information. Past performance of the SOF Funds is not a prediction of their future performance or that of the Fund. 21 Carlo Pirzio-Biroli, Charles Smith, Chi Cheung and Deirdre Davies have worked together since 2003. Adam Graev became part of the SOF Team in 2007 and Joshua Glaser in 2013. 22 Source: Glendower Capital's proprietary information. 23 The Deutsche Bank proprietary private equity restructuring took place between 2003 and 2006. Charles Smith and Carlo Pirzio-Biroli played a role alongside other Deutsche Bank colleagues in the transactions that contributed to the disposition of Deutsche Bank's proprietary private equity portfolio. Charles Smith and Carlo Pirzio-Biroli were not involved in all such transactions and the efforts described in this Memorandum in respect of the proprietary private equity restructuring are attributable to the whole Deutsche Bank team rather than any individual within it 24 There can be no assurance that the Fund will achieve its investment objective or its target return. Glendower Capital Secondary Opportunities Fund IV, LP Confidential Private Placement Memorandum 5 EFTA01397943 Greg Martin Section 1: Executive Summary Glendower Capital Secondary Opportunities Fund IV, LP t Leverages informational advantage from relationships with over 180 Fund Sponsors.25 tZ Conducts a rigorous value driven, asset-by-asset, bottom-up analysis focused on: — Operational, financial and market risk analysis for each underlying portfolio company26 — Cash flow analysis at portfolio level — Review of fund and portfolio company management — Analysis of the impact of terms and structure on net returns — Critical assessment of the prospects for liquidity \Z Identifies investment opportunities where there is an alignment of interest between the Fund Sponsor and its investors and the majority of value is in identifiable, attractive assets with reasonable leverage and attractive "see through" entry multiple at secondary pricing. Strong alignment of interests The interests of the Glendower SOF Team will be strongly aligned with the investors in the Fund: .>Z The senior members of Glendower Capital intend to commit a minimum of 1.0% of the Fund. .>Z The partners and professionals of Glendower Capital will be entitled to receive all the Carried Interest generated by the Fund. .>Z The Investment Committee of the Fund will consist solely of individuals from Glendower Capital. tZ Deutsche Bank will not be involved in the management of SOF IV, or any future funds managed or advised by Glendower Capital. Accordingly, Deutsche Bank will not receive any carried interest or general partner's share (or the equivalent thereof) generated by SOF IV. The key terms of the Fund are highlighted in Section 3: Summary of Principal Terms and set out in more detail in Section 6: Summary of Terms and Conditions. Certain risks and potential conflicts of interest associated with the Fund are highlighted in Section 7: Risk Factors and Section 8: Conflicts of Interest, which Investors should consider carefully. 25 Source: Glendower Capital's proprietary information 26 To the extent that such information is available. Confidential Private Placement Memorandum 6 • EFTA01397944 reg Martin en ower Capital Secondary Opportunities Fund IV, LP Section 2: Investment Performance Confidential Private Placement Memorandum 7 EFTA01397945 Greg Martin ection : Investment Performance Glendower Capital Secondary Opportunities Fund IV, LP Investment Performance Secondaries Performance Highlights The Glendower SOF Team has delivered strong buyout-like returns27 to investors in the SOF Funds with an attractive risk profile, early cash flows, and negligible loss ratio. The performance of the SOF Funds in terms of the key closed-end funds metrics such as Net IRR, TVPI, and DPI is strong in absolute terms, compares favorably with its peers and shows strong consistency across fund vintages.28 Through September 30, 2017, the SOF Program had invested29 US$3.3 billion in 82 transactions resulting in distributions of over US$1.8 billion and had generated a 1.5x Net Multiple and a 23% Net IRR to investors. The mature funds in the SOF Program (SOF, SOF D, and SOF II) had generated a 1.7x Net Multiple and over 20% Net IRR. Exhibit 1: Performance of SOF Funds as of September 30, 201730, 31, 32, 33 Fund SOF Vintage (development stage) Fund size Transactions, funds, companies # Gross multiple Gross IRR Net multiple (TVPI4) Net distributed (DPI4) Net IRR Peak net contributed capital 2006 (harvesting) US$565m 21 / 154 / 1,774 2.1x 29% 1.8x 1.8x 22% 26% SOF D 2010 (harvesting) US$147m 1 / 28 / 193 3.0x 37% 2.3x 2.1x 29% EFTA01397946 51% SOF II 2011 (maturing) US$614m 29 / 75 / 737 1.7x 23% 1.5x 1.2x 20% 42% SOF III 2014 (early stage) US$1,654m 35 / 149 / 2,837 1.4x 31% 1.3x 0.3x 30% 44% 1.6x 28% 1.5x 0.9x 23% US$2,980m Total 27 For discussion purposes only Source: Glendower Capital based on Preqin benchmark data for the median TVPI and Net IRR achieved by buyout funds for vintages of 1997 to 2017. Average buyout TVPI = 1.59x; Average Net IRR = 15.5%. Data as of September 30, 2017. For further benchmarking of Glendower Capital to buyout returns, please refer to Exhibit 3 28 Past performance is not a prediction of the future performance of SOF, SOF D, SOF II or SOF III but is included to demonstrate the track record of the Glendower SOF Team and there can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved. 29 "Invested" is defined as the sum of the purchase price and remaining unfunded obligation as of the time of closing, or time of expected closing for pending deals. 30 The performance figures have not been audited and should be read and reviewed in conjunction with Appendix 5: Important Performance Information which sets forth, amongst other things, important information regarding the performance described above. The SOF Funds' performance data is not expected to be representative of the investment returns that will be EFTA01397947 experienced by investors in the Fund. Past performance of the SOF Funds is not a prediction of future performance. Both SOF and SOF D are invested in the DaVinci Portfolio — a well diversified portfolio of 28 private equity funds purchased through an SPV, providing exposure to buyout, special situations, venture capital and real estate strategies in North America, Europe and Asia. The number of funds and companies is an estimate and shows the aggregate of each deal at closing and may include some double counting. TVPI = Total Value to Paid in Capital; DPI = Distributions to Paid in Capital; IRR = Internal Rate of Return. 31 SOF D is a Euro denominated fund. US$ valued have been converted at September 30, 2017 EUR/US$ rate of 1.1822. 32 Both SOF and SOF D are invested in the DaVinci Portfolio — a well diversified portfolio of 28 private equity funds purchased through an SPV, providing exposure to buyout, special situations, venture capital and real estate strategies in North America, Europe and Asia. The number of funds and companies is a best estimate and shows the aggregate of each deal at closing and may include some double counting. 33 TVPI = Total Value to Paid in Capital; DPI = Distributions to Paid in Capital; IRR = Internal Rate of Return. Confidential Private Placement Memorandum 8 EFTA01397948 Greg Martin Section 2: Investment Performance Glendower Capital Secondary Opportunities Fund IV, LP In Exhibit 2 each of SOF, SOF D, SOF II and SOF III is benchmarked against its vintage peer group reported in the Cambridge Associates Secondaries Benchmark statistics (September 30, 2017). The SOF Funds present comparatively strong Net IRR, DPI and TVPI across each vintage year. Exhibit 2: SOF Funds performance versus Cambridge Associates Secondary Fund Benchmark34, 35, 36, 37 In Exhibit 3, each of SOF, SOF D, SOF II and SOF III is benchmarked against its vintage group of top quartile buyout funds reported in the Cambridge Associates Global Buyout Benchmark as of September 30, 2017. Again, the SOF Funds present comparatively strong Net IRR, DPI and TVPI across each vintage year. Exhibit 3: Buyout-like returns with a secondary risk profile38 TVPI37 2.5x SOF D 30% SOF 2.Ox SOF II SOF 1.5x SOF III 1.Ox 1.5x SOF II 15% 1.Ox 10% 0.5x 0.5x SOF III 5% 0.Ox 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 0.Ox 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 0% 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 20% SOF II 2.Ox SOF 25% SOF D SOF D SOF III EFTA01397949 DPI37 2.5x Net IRR37 35% Buy out Top Quartile SOF Program 34 Source: Cambridge Associates Secondaries Benchmark statistics as of September 30, 2017. SOF Funds are shown benchmarked against their vintage year peer group. SOF and SOF D performance is not included in the data set used to calculate the benchmark data. Note that the performance figures in respect of SOF and SOF D have not been audited and should be read and reviewed in conjunction with Appendix 5: Important Performance Information. Past performance of SOF Funds is not a prediction of future performance. 35 Information presented in Exhibit 2 is based on the unaudited results of SOF, SOF D, SOF II and SOF III as of September 30, 2017. 36 Past performance is not a prediction of the future performance of SOF, SOF D, SOF II or SOF III but is included to demonstrate the track record of the Glendower SOF Team. There can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved. 37 DPI = Distributions to Paid-In Capital; RVPI = Residual Value to Paid-In Capital; TVPI = Total Value to Paid-in Capital. 38 Source: Cambridge Associates Global Buyout Benchmark as of September 30, 2017. This information reflects a comparison of SOF, SOF D, SOF II & SOF III performance against one benchmark only. Past performance is not a prediction of the future performance of SOF, SOF D, SOF II, SOF III or any other Glendower funds and there can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved, but is included to demonstrate the track record of the Glendower SOF Team. Information presented in this chart is based on the unaudited results of SOF, SOF D, SOF II and SOF III as of September 30, 2017 and should be read and reviewed in conjunction and should be read and reviewed in conjunction with Appendix 5: Important Performance Information which sets forth, amongst other things, important information regarding the performance described above. Confidential Private Placement Memorandum 9 EFTA01397950 Greg Martin Section 2: Investment Performance Glendower Capital Secondary Opportunities Fund IV, LP In Exhibit 4, each of SOF, SOF II and SOF III is compared against each other. The SOF Funds, each of a different size, raised in a different vintage and invested across diverse economic cycles, show strong consistency in terms of Net Contributed Capital, Net IRR, TVPI and DPI development. All funds peak below 50% in terms of Net Contributed Capital at around 16 quarters from inception. Net IRR, initially artificially high, levels off over time and converges at around 20% after 20 quarters. Capital tends to be returned in around 24 quarters, or 6 years. Lastly, TVPI tends to converge to the 1.65 - 1.85x range by the time funds are liquidated. The similar profiles exhibited below are ascribed to the consistency of the investment strategy which the Glendower SOF Team has adhered to since 2006.39 Exhibit 4: Consistency of SOF Funds performance40 39 Past performance is not a prediction of future performance and therefore there can be no assurance that the Fund will achieve comparable results or that any target results will be achieved. 40 Net Contributed Capital as % Fund Size, Net IRR Development, TVPI (Total Value to Paid in Capital), DPI (Distributions to Paid-in Capital), as of September 30, 2017. Performance figures have been calculated based on the unaudited performance results of SOF, SOF II and SOF III as of September 30, 2017 and should be read and reviewed in conjunction with Appendix 5: Important Performance Information which sets forth, among other things, important information regarding the performance information described in Exhibit 4. Past performance is not a predictor of future returns and there can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved. Performance information on SOF D has not been included on this slide because SOF D is a single transaction / top-up fund raised in 2010 to underwrite pari-passu the DaVinci transaction with SOF. Glendower does not expect that similar transactions will be available to SOF IV. Confidential Private Placement Memorandum 10 EFTA01397951 Greg Martin Section 2: Investment Performance Glendower Capital Secondary Opportunities Fund IV, LP Lastly, in Exhibit 5 the SOF Program is compared against public market indexes including the MCSI World Index, Russell 2000 Index and the Thomson Reuters Private Equity Buyout Index. In all cases, each of SOF, SOF D, SOF II and SOF III compares favorably to public markets. Exhibit 5: SOF Program compares favorably to public markets4l 0% 5% 10% 15% 20% 25% 30% 35% 40% 29% 30% 22% 23% 21% 20% 18% 15% 15% 12% 9% 7% 3% 0% SOF (2006) SOF D (2010) Glendower Net IRR MSCI World SOF II (2011) Russell 2000 SOF III (2014) Thomson Reuters SOF Program 12% 12% 12% 12% 9% 15% 41 MCSI World Index and Russell 2000 Index returns are based on total return. Thomson Reuters Private Equity Buyout Index returns are based on price. These benchmark indices do not represent an appropriate benchmark to compare a Glendower investor's performance, but rather is disclosed solely to allow for comparison to that of certain well-known and widely recognized EFTA01397952 indices. Methodology: The Long Nickels method has been used to calculate the PMEs. Net cash flows for the SOF Funds are replicated in each index. For example, (i) when capital is drawn from an investor, an equivalent amount is invested in the index on the specific date; and (ii) when capital is distributed to an investor, capital is "withdrawn" from the index on the same date. A theoretical terminal value is generated based on the growth of the total index. Net IRR is calculated using the cashflows replicated in the index and the theoretical terminal value. Recallable distributions have been treated using the "all in method". Confidential Private Placement Memorandum 11 Net IRR EFTA01397953 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP Section 3: Summary of Principal Terms Confidential Private Placement Memorandum 12 EFTA01397954 reg Martin ection : Summary of Principal Terms Glendower Capital Secondary Opportunities Fund IV, LP Summary of Principal Terms The following is a summary of the terms and conditions of an investment in the Fund. This summary should be read in conjunction with, and is qualified in its entirety by reference to, the Summary of Terms and Conditions, Risk Factors and Conflicts of Interest contained in Section 6, Section 7 and Section 8, respectively, of this Memorandum, the Fund Partnership Agreement and the deeds of adherence relating to the purchase of Interests, all of which are available upon request and should be reviewed carefully prior to making an investment decision. Fund Name Investment Strategy Glendower Capital Secondary Opportunities Fund IV, LP. The Fund will seek to generate attractive, risk adjusted investment returns, principally in the form of capital appreciation, through the acquisition of a diverse portfolio of private equity assets on the secondary market. Target Size US$1.75 billion. Minimum Commitment US$5 million. Fund Structure Manager English private fund limited partnership. Glendower Capital, LLP, which is authorized and regulated in the UK by the FCA. The Manager will appoint its affiliate, Glendower Capital (U.S.), LLC, to provide investment advice to the Manager in connection with the investment management of the Fund. Term Investment Period Target First Closing 7 years from the date of the last closing of the Fund (expected to take place no later than 18 months after the First Closing), with up to five one-year extensions. 4 years from the last closing of the Fund. As soon as practicable. General Partner's Share The General Partner will receive from the Fund an annual profit share as follows: (i) (ii) (iii) during the Investment Period, 1.25% per annum of aggregate Commitments; for the two years following the expiration of the Investment Period, 1.00% per annum of Invested Capital; EFTA01397955 for each successive year thereafter, the greater of 90% of the annual profit share for the immediately preceding year and 0.25% per annum of aggregate Invested Capital. Distributions and Carried Interest Clawback Preferred return: 8%. Carried interest: 12.5% with a 100% catch-up. Yes. Organizational Expenses The Fund will bear up to US$2.5 million. Confidential Private Placement Memorandum 13 EFTA01397956 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP Section 4: Glendower Capital Secondary Opportunities Fund IV, LP Confidential Private Placement Memorandum 14 EFTA01397957 Greg Martin Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP SOF IV is being established by Glendower Capital as the successor fund to the SOF Funds to pursue the same investment strategy as the SOF Funds in the secondary market and will follow processes established by the Glendower SOF Team in the SOF Program.42 Investment Strategy In line with the focused and disciplined investment strategy that has generated strong returns in the SOF Funds to date,43 the Fund will target the acquisition, holding and disposition of a diverse portfolio of investments including buyout, growth capital, venture capital, special situations, turnaround, mezzanine and distressed opportunities, real estate and infrastructure assets on the secondary market. The Fund will target globally, but primarily in the U.S. and Europe, three types of investment: 1. Fund Secondaries, the purchase of LP interests in existing private equity funds; 2. GP-led Secondaries, which can often involve greater complexity than traditional Fund Secondaries, and include spin-in/spin-outs, tail-end restructuring, asset liquidations and LP tenders; and 3. Single Asset Deals into individual private equity companies, either at the time of the original acquisition, or later from an investor seeking early liquidity. The Manager will primarily allocate capital between these three strategies depending on its assessment of the relative attractiveness of the transactions available at any point in time. During the Investment Period the relative weightings of each of the three strategies may vary as the Manager's assessment of their relative attractiveness changes. The Fund will focus on smaller Fund Secondaries of US$5 million to US$100 million sourced from a mix of small institutions, family offices and private investors coupled with the opportunistic pursuit of larger transactions sourced from financial institutions, corporate and alternative funds. This will, in the Manager's view, enable the Manager to select the most attractive investment opportunities on a global basis. The Fund will target GP-led Secondaries of US$100 million to US$250 million, focusing on funds with attractive assets managed by fundamentally sound managers who have 'hit a bump in the road,' or have investors who have lost patience or changed strategy and are therefore looking for liquidity. The Manager believes it will be one of few Managers who have the capabilities to execute such transactions at this size range — most Managers target larger transactions to justify the higher level of resources necessary to execute GP-led Secondaries. The Fund will opportunistically invest into Single Asset Deals where the EFTA01397958 Manager believes it has identified a situation where its capital can add value to the transaction or help unlock a situation. In addition to the three strategies described above, the Fund will have the ability to allocate up to 15% of aggregate commitments to select primary fund investments and other opportunities to invest in funds where less than 50% of aggregate capital commitments of the relevant fund have been drawn down. The Fund will target attractive, risk-adjusted returns in excess of 20% Net IRR (after fees, expenses and carried interest) on a portfolio basis.44 42 Prospective investors should note that while at Deutsche Asset Management, the SOF Team was able to make use of platform personnel and resources in connection with the SOF Program that will not be available to the Glendower SOF Team in connection with the management and operation of SOF IV. 43 Past performance of the SOF Funds is not a prediction of future performance of either the SOF Funds or the Fund. Actual returns on unrealized investments may differ materially from returns indicated herein. 44 There can be no assurance that the Fund will achieve its investment objective or its target return. Confidential Private Placement Memorandum 15 EFTA01397959 Greg Martin Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP The Manager believes it will be able to source less intermediated deal flow and work directly with sellers to address their objectives, which often include non-monetary factors such as confidentiality, speed of transaction and certainty of execution. Differentiated Sourcing The Glendower SOF Team maintains an extensive network of relationships and referral sources amongst fund investors, fund sponsors, managers, portfolio companies, intermediaries/placement agents, investment banks and other counterparties in the financial industry which they can leverage to source proprietary, less intermediated, deal flow. The Manager believes that its global sourcing approach is critical to achieving attractive risk-adjusted returns for the Fund by allocating capital to what the Manager considers to be the best investment opportunities on a global basis. Since inception, the SOF Program has benefitted from a diversified pool of sellers as well as assets. More specifically: \Z The secondary investments represented in the SOF Funds are comprised of assets located in (by fair market value) North America 47%, Europe 47%, Asia and Pacific 3% and the rest of the world 4%.45 \Z Sellers of the assets purchased by the SOF Funds were located in (by value) North America 43%, Western Europe 55% and the rest of the world 3%.46 The Manager expects to leverage non-monetary factors, such as confidentiality, trust, speed and certainty of execution. In Glendower's experience, these factors become particularly relevant to sellers in distressed financial conditions or who are keen to mitigate execution risk in rapidly changing markets. In sourcing transactions for the Fund, the Manager expects the Glendower SOF Team to focus on sellers who ascribe value to non - monetary factors that the Fund may be in a position to offer. Exhibit 6: Established and disciplined sourcing and deal selection process. A wide funnel and a narrow filter.47 Access to extensive industry network developed over 15 years • GPs, LPs, Advisory Board members • Close private banking relationships: DB Wealth Management, Raymond James, Alex Brown • Law firms, sourcing agents, banks Proactive top-down approach • Engage directly with potential seller universe: banks, insurance companies, pension funds • Off-the-shelf pricing for closely monitored EFTA01397960 library of >100 funds Investor of reference in GP-led and Single Asset Deals • Completed over 30 deals since 2007 • Substantial follow-on deal flow subsequent to first transaction —3,000 potential deals screened since 2007, for c.US$400bn Significant buy & sell side experience • 100 transactions over 10 years for US$3bn • Invested in over 350 funds globally • Wind-down of US$6bn DB PE proprietary portfolio Filters Filters Filters Unique GP-restructuring and spin-off experience • As seller, as buyer, own spin-off Disciplined deal-by-deal underwriting of target unlevered returns to SOF LPs • Value investing, bottom-up approach Transacted 1% by value across c.100 transactions 45 Source: Glendower Capital proprietary information. Data as of September 30, 2017. 46 Source: Glendower Capital proprietary information. Data as of September 30, 2017. 47 Source: Glendower Capital proprietary information. Data as of March 19, 2018. Confidential Private Placement Memorandum 16 EFTA01397961 Greg Martin ec ion . Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP Attractiveness of Secondary Opportunities for Investors The Manager believes that secondary investments can form an important element of a diversified private equity portfolio: Secondaries complement investment portfolio construction: a secondary investment program can be designed to complement a primary investment program by filling the gaps in an investor's investment portfolio and providing exposure to older vintages or different strategies or geographies. \Z Secondaries provide the opportunity to pursue an attractive risk-reward profile. Exhibit 7: Attractiveness of Secondary Opportunities for Investors48 In '000 Pricing Flexibility Mitgate Blind Pool Risk Mitigate 3-Curve Complement Portfolio Construction — Re-price existing funded assets — Capitalise on pricing inefficiencies — Knowledge of existing underlying companies — Mature assets typically yield more predictable cash flows — Shorter duration of investments — Earlier cash distributions — Accelerate deployment of capital — Provides back-seasoned diversified exposure across vintage, strategy, industry and geography. 1,000 1,200 1,400 200 400 600 800 (800) (600) (400) (200) 1 Hypothetic al timing of secondary transaction EFTA01397962 Timeframe of secondary investment 2 3 4 5 6 7 8 9 10 11 Years Capital calls and management fees Distributions Cumulative cash flows More specifically, the Manager believes that secondary investments offer the potential for an attractive risk-reward profile due to: \Z Pricing flexibility: capacity to re-price existing assets to reflect current performance and economic environment and to opportunistically target price inefficiencies resulting from market dislocation and supply-demand imbalances in the private equity market. \Z Mitigation of blind pool risk: a secondary manager is typically able to analyze existing assets and will therefore have greater visibility on cash-flows. \Z Mitigation of 3-curve effect: typically secondary investments are drawn down more quickly and return capital more quickly than primary funds and therefore suffer less from the 3-curve effect. Secondary Market Investment Opportunity Introduction Fundamentally, private equity assets — when held through funds, funds of funds, feeder funds or other similar holding structures — are illiquid investments with long holding periods (typically 10 to 12 years for fund interests) during which time investors have no, or limited, rights to liquidity and investors receive limited information about the performance of the underlying portfolio companies. An investor in such a structure that requires liquidity prior to the sale of the underlying assets by the fund has limited alternatives to selling the interest on the secondary market. A range of dynamics in the private equity industry, such as an evolving regulatory environment, ongoing limited partner portfolio management becoming standard and a rising number of GP-led Secondaries, can create attractive opportunities to purchase private equity assets on a secondary basis. 48 This information is for discussion purposes. The graph is an example for illustrative purposes and the actual cash flow profile of any given investment may vary substantially. Confidential Private Placement Memorandum 17 EFTA01397963 EFTA01397964 reg Martin Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Secondary market overview The secondary private equity market has expanded and evolved dramatically over the last two decades. The market is large, dynamic and acknowledged by private equity firms and limited partners alike as a liquidity enabler for private equity investors globally. In its early years, the secondary market was typically a much more niche market and limited to the sale and purchase of limited partnership interests in private equity funds. Today, the market has expanded to include bespoke liquidity solutions such as LP tenders, GP recapitalizations and structured and hybrid transactions. At the same time, the global private equity market has increased significantly to US$2.8 trillion.49 The expansion of secondary solutions and a large, growing primary private equity market have propelled the secondary market to record volumes in recent years. Over the previous three years the secondary market has consistently transacted an average of US$40 billion a year and in 2017 showed another significant jump in volume to US$58 billion.50 Glendower believes that the record volumes are being driven primarily by: (i) increases in the number of transactions, and (ii) a greater number of small to medium-sized deals transacted by a diverse set of participants. Glendower expects that many of the critical drivers of volumes over the last few years, such as the growth of GP-led Secondaries and active portfolio management by investors, will continue to underpin the secondary market and represent mainstay sources of supply in this dynamic market. Glendower believes that the fundamental drivers of supply remain intact and future market activity will be driven by a number of factors, including a stable pricing environment, continued prominence of GP-led Secondaries and healthy buyer demand. Active portfolio management via LP portfolio sales represented the majority of market volumes in 2017 and this trend should continue with sellers actively engaging in the market for a variety of reasons, including: (i) change in strategy, (ii) portfolio diversification, (iii) liquidity issues and (iv) tax planning. GP-led Secondaries now account for a significant amount of volume in the secondary market and contributed US$14 billion51 in 2017 (24% of total volume). Glendower expects this once-emerging trend to now be a steady source of supply as transaction structures and market participants continue to evolve and mature. Exhibit 8: PE Secondary Market Volumes 2006 — 201752 US$bn 60 50 6x 40 EFTA01397965 30 25 21 20 13 10 10 0 2006 2007 2008 2009 2010 2011 GP-led Secondary 2012 2013 Fund Secondary 2014 2015 2016 2017 9 16 26 28 42 40 37 58 Glendower Capital Secondary Opportunities Fund IV, LP The volume of private equity assets has grown significantly as more investors have entered the asset class, existing investors have increased allocations to private equity and larger commitments of capital have been made to increasingly larger investment funds. According to Preqin, the global private equity AUM in 1H17 amounts to US$2.8 trillion of which 49 Source: 2018 Preqin Global Private Equity & Venture Capital Report. 50 Source: Greenhill Secondary Pricing Trends & Analysis, January 2018. 51 Greenhill Secondary Pricing Trends & Analysis, January 2018. 52 Glendower Capital analysis based on Greenhill Secondary Market Trends & Outlook, January 2018; Greenhill GP Solutions Discussion Materials, May 2017; and Dow Jones Private Equity Analyst Guide to Secondary Market, June 2017. Confidential Private Placement Memorandum 18 EFTA01397966 IIIIIIIIII[reg Martin Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP the NAV represents US$1.8 trillion and unfunded amounts to US$1.0 trillion. The growth of the primary private equity market together with an increased propensity to trade will be the two key drivers of the continued growth of the secondary market as a derivative of the primary market. Exhibit 9: Total PE assets have risen to US$2.8 trillion53 US$bn 3,000 2,500 2,000 1,500 1,000 500 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Unrealised portfolio value Dry powder 2x Exhibit 10: Annual Secondary volumes now 1-2% of total PE54 0.2% 0.4% 0.6% 0.8% 1.0% 1.2% 1.4% 1.6% 1.8% 2.0% 2.2% 2x 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 As % of total PE assets Secondary market pricing — stable and driven by rational participants Pricing in the Secondary market is a key factor that sellers consider when evaluating a decision to potentially transact. In 2017, the average headline high bid across all strategies remained strong at 93% of NAV.55 While pricing increased slightly from the prior year, a closer review of pricing data revealed that younger funds with available dry powder received stronger pricing. Tail-end funds typically have few remaining unrealized assets with little projected uplift in value. This results in wider discounts than funds of more recent vintages whose assets still have potential for growth. While overall buyout funds traded at 99% of NAV in 2017 (skewed positively by high demand for more recent vintage funds), other funds, and one-off transactions (i.e., smaller portfolio deals EFTA01397967 without structure) traded at significantly larger discounts. There is an even greater price gap for perceived "out-of-favor" funds and lower-quality managers. It is Glendower's opinion that staying focused on bottom-up fund and asset selection, often resulting in acquiring one or only a few funds from a given seller, may result in the ability to generate stronger performance than larger portfolio purchases. The Manager believes that buying a large diversified portfolio in an auction, with the use of significant leverage and/or transaction structuring, is effectively purchasing a levered private equity index with diminished ability to generate alpha. It is important to note that while the Greenhill data of headline pricing captures bids received by sellers, it does not necessarily mean that most funds trade in the 90% range of NAV. The aggregate pricing data masks the broadening spread of discounts paid in the underlying deals which can be skewed by a number of factors, including large portfolio trades that often achieve strong pricing. It is also worthwhile to note that the pricing data is as of the Record Date,- 56 and does not factor in transaction structuring, 53 2018 Preqin Global Private Equity & Venture Capital Report. 54 Glendower Capital based on 2018 Preqin Global Private Equity & Venture Capital Report; Greenhill Secondary Market Trends & outlook, January 2018; and Dow Jones Private Equity Analyst Guide to the Secondary Market, June 2017. 55 Greenhill Secondary Market Trends & Outlook, January 2018 56 Private equity funds typically report information to their investors, including the net asset value of their investment, on a quarterly basis. Secondary market transactions are typically priced with reference to the net asset value of an LP interest as of a specific reporting date, the "Record Date". Confidential Private Placement Memorandum 19 EFTA01397968 Greg Martin Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP cash flows between signing and closing and mark-to-market pricing — which taken together often result in higher effective discounts at closing for buyers. Exhibit 11: Secondary Market Pricing (2005 - 2017)57 Secondary market pricing has rebounded from the high discounts and low volumes of 2009 to remain stable at around 10% discount to NAV from 2014 to date. The Manager believes that the secondary market transacts in a healthy manner when headline pricing to the seller is in the 10% to 20% discount to reference date NAV range. For example, in 2009 secondary volumes were very low because the high discount (to already low net asset values) being demanded by buyers did not match seller expectations, even those sellers in a certain amount of distress. From 2010 to today, secondary market pricing has recovered to within a transactable range, resulting in a more robust market. 57 Glendower Capital analysis and estimates based on Greenhill Secondary Market Trends & Outlook, January 2018; Cogent Partners Secondary Market Trends & Outlook, July 2014; Cogent Partners Secondary Market Update, March 2009; and Dow Jones Private Equity Analyst Guide to the Secondary Market, June 2017. Confidential Private Placement Memorandum 20 EFTA01397969 reg Martin Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP Secondary market supply/demand remains balanced Glendower believes that the secondary market supply / demand is balanced with an active set of both buyers and sellers. Greenhill estimates the available dry powder in the Secondary market at ca. US$125 billion. If compared with 2017 annual volume of US$58 billion, this represents a 2.2x ratio: Glendower believes that this represents a reasonable supply/demand balance of approximately two years of deal flow at current market volumes, a more favorable balance than in comparison to traditional private equity. Exhibit 12: Strong Secondary Capital supply58 US$bn 100 120 140 20 40 60 80 0 Dry Powder Annual Deal Volume 125 Exhibit 13: Dry powder/deal volume remains balanced59 US$bn Glendower Capital estimates that 2.2x annual deal volume is available to deploy in Secondaries 58 100 200 300 400 500 600 700 0 Buyout Secondaries 3.7x Dry Powder Deal volume 2.2x Glendower believes the increase in absolute dry powder in the secondary market over the last few years has led some buyers - in an attempt to keep pace with capital deployment desires to modify their investment discipline. Glendower emphasizes rigorous asset selection and has historically maintained a very EFTA01397970 disciplined approach in its opportunity selection, transacting approximately 19660 of total transaction volume by value since inception. Diverse and growing seller universe Seller composition in 2017 was highly diverse, with no institutional category accounting for more than a quarter of total deals by number. According to Greenhill, all types of sellers participated in the secondary market in the first half of the year. This reflects the evolution of the secondary market which now represents an efficient portfolio management tool that is used by market participants to strategically rebalance private equity portfolios. The varied seller make-up contrasts to the past where volumes were concentrated in financial institutions and pension plans. Glendower expects selling activity to remain broad-based with particular strength from (i) GPs, (ii) public pensions, and (iii) funds-of-funds as they continuously rebalance their portfolios and seek to liquidate older vintage vehicles. 58 Glendower Capital based on Greenhill Cogent Secondary Market Trends & Outlook, January 2018. 59 2018 Preqin Global Private Equity & Venture Capital Report, Bain & Company Global Private Equity Report 2018 and Greenhill Cogent Secondary Market Trends & Outlook, January 2018. 60 Deal flow information represents the aggregate deal flow by value reviewed by the Glendower SOF Team between January 1, 2006 and September 30, 2017. Historical deal flow characteristics do not provide a prediction of future deal flow trends and there can be no guarantee that future deal flow will be comparable to historic deal flow. Confidential Private Placement Memorandum 21 EFTA01397971 Greg Martin Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP Exhibit 14: 2017: Seller composition breakdown6l Exhibit 15: Funds marketed by vintage58 100% 20% General Partners 24% Endowments & Foundations 16% Family Office / Other 6% 80% 60% 58% 40% Financial Institutions 12% Asset Manager / FoF 18% 0% 2016 Public Pensions / SWF 24% 2017 20% 22% 18% <2006 Pre-crisis 43% 2006-08 Pre-crisis 39% >2008 Post-crisis Emergence of tail-end sales There has been a recent emergence of traditional secondary buyers and funds- of-funds entering the market as sellers. While these seller types may be emerging, motivations for doing so are not new and are consistent with the broader asset management sub-segment, where sellers are looking to wind down older vehicles to either lock in gains, return capital to LPs, or both. Glendower estimates that here is a significant supply of secondary opportunities in pre-crisis bubble funds as evidenced by ca. US$600 billion of private equity assets still locked in 2003-2008 vintage funds. EFTA01397972 Exhibit 16: PE Assets by Fund Vintage Year62 US$bn US$600 billion 250 226 200 201 186 150 149 137 100 92 50 48 5 0 2003 2004 2005 2006 Pre Crisis Bubble 2007 2008 2009 Crisis 2010 2011 2012 2013 2014 Post Crisis 2015 11 20 2016 67 129 144 193 61 Greenhill Cogent Secondary Market Trends & Outlook, January 2018. 62 2017 Preqin Global Private Equity & Venture Capital Report — Private Equity and Venture Capital Unrealized Value by Fund Vintage Year as of June 2016. Confidential Private Placement Memorandum 22 EFTA01397973 Greg Martin ec ion . Glendower Capital Secondary Opportunities Fund IV, LP Growth and prominence of GP-led Secondaries The volume of GP-led Secondaries in 2017 was US$14 billion, representing approximately 24% of total Secondary market deal volumes.63 These transactions included recaps and restructurings, tender offers, direct secondaries and spin-outs. Historically, transactions involving buyout funds have dominated the landscape (70% of all GP-led Secondaries volume in 201664); however, there was significant growth in the real assets space with infrastructure funds representing 15%, followed by real estate, energy and venture. Exhibit 17: GP-led Secondaries Transaction Volume (2006 — 2017)65 US$bn 10 11 12 13 14 15 0 2 3 4 5 6 7 8 9 % of Secondary market deal volume 30% 14.0 25% 18% CAGR 8.2 7.1 15% 9.0 20% Glendower Capital Secondary Opportunities Fund IV, LP 10% 2.4 1.9 0.6 0% 2006 2007 2008 EFTA01397974 2009 GP-led secondaries 2010 2011 2012 2013 2014 2015 2016 GP-led secondaries as % of total A number of factors are driving the trend for the general partners of underlying funds to organize liquidity solutions on behalf of their investors: t The global financial crisis left many GPs delaying exits by several years resulting in a build-up of inventory of assets for sale. Today, there is US$0.6 trillion of unrealized private equity assets locked in vintages 2008 and earlier. LPs are taking a more proactive approach to rebalancing their portfolios, which have included growing demands for the liquidity that GPs have long promised. A greater and growing number of high-quality managers are now utilizing the Secondary market to solve unique issues among their funds (i.e., end of fund life planning, additional capital to support existing portfolio companies, release of capital for latest offering etc.). t Continued evolution and refinement of transaction structures. Glendower believes that this reality has led to an influx of GP-led liquidity offerings and restructurings. Once mere 63 Greenhill Cogent Secondary Market Trends & Outlook, January 2018. 64 Greenhill Cogent Secondary Market Trends & Outlook, January 2017. 65 Glendower Capital based on Greenhill Secondary Market Trends & Outlook, January 2018 and Evercore H1 2017 Secondary Market Survey Results. 2017 2.7 2.7 1.6 1.1 1.9 5% Confidential Private Placement Memorandum 23 EFTA01397975 reg Martin Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP curiosities, Glendower observes that GP-led Secondaries have quickly grown to be an important aspect of the market, one that Glendower expects to continue to actively drive volumes in the future. Glendower believes that it is only a matter of time before large brand name GPs utilize the Secondary market to achieve liquidity solutions for their older funds. While there has been a large influx of GP-led opportunities, Glendower has not observed that this automatically translates to closed deals. In fact, various market intermediaries have noted increased instances of failed transactions. GP-led Secondaries are inherently complex with many stakeholders involved. Glendower continues to believe the common themes among successful GP-led Secondaries include early and open communication with existing LPs, quality assets that are fairly valued, well-aligned managers and the creation of a set of options for existing investors that are more attractive than the status quo. The increased transaction risk and structuring sophistication that characterize GP-led Secondaries require more advanced secondary transactional expertise, larger teams and mid-to-large fund sizes to underwrite deals that are more concentrated than traditional LP portfolios. Glendower has taken a cautious, value-oriented approach to GP-led Secondaries and focuses on opportunities where there is strong alignment with the manager, diversified portfolio, attractive cash flow positive assets, near-term liquidity and a compelling rationale for the GP to seek a comprehensive liquidity solution for existing LPs. It is important to focus on deals that have the right dynamics to lead to a successful outcome for all involved parties. Exhibit 18: Glendower expects an increasing prevalence of GP-led Secondaries with "Top Quartile" GPs66 66 Glendower Capital market intelligence. Confidential Private Placement Memorandum 24 EFTA01397976 Greg Martin Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP The Competitive Environment The secondary market is made up of a range of funds targeting secondary opportunities varying in size from under US$100 million up to the largest, at US$10.8 billion, that closed in 2016.67 Secondaries funds are further differentiated by their geographic focus and increasingly by their sourcing and investment strategy. The Fund will be positioned in the mid-sized segment of the market, which the Manager estimates currently comprises secondaries funds between US$1 billion and US$3 billion in size. The Manager believes this is a particularly attractive segment of the market because funds in this size bracket are able to build diversified portfolios while also being extremely selective over which transactions to pursue. In contrast, funds below US$1 billion are forced to compete in the very competitive market for small fund interests, and are often focused on particular geographies or strategies, reducing such a fund's ability to mitigate risk through diversification. Conversely, funds with sizes of greater than US$3 billion inevitably build extremely diversified portfolios which act as private equity indices and therefore have difficulty in generating out performance. Exhibit 19: Glendower Competitive Landscape: Well Positioned to Pursue its Strategy68 Fund Size (US$000) L • Levered beta play • PE market indexing • Global sourcing • Volume-driven 3,000 • M Alpha play • Value investing • Global sourcing • Selective sourcing 1,000 SOF II S • Smaller deals • Local sourcing • Very competitive SOF I >50 players 100 EFTA01397977 1996 1998 2000 2002 2004 2006 2008 Fund Vintages <$1bn $1-3bn >$3bn Glendower Capital 2010 2012 2014 2016 2018 SOF III SOF IV —10 players 10,000 —10 players Sourcing strategies Many of the larger funds source investments through auctions designed to sell large portfolios where the seller is looking to significantly reduce its private equity exposure. These sellers have historically included financial institutions that are compelled to sell by incoming regulations, and pension plans looking to actively manage their private equity portfolios. Financial institutions have now largely finished selling their portfolios, but pension plans remain large investors in private equity and will continue to sell periodically to manage their exposure. Following the sale of these large portfolios, the mix of sellers has changed towards alternative asset managers, family offices and endowments and foundations. The Manager expects the Fund to be ideally positioned to selectively acquire some of the remaining assets and positions held by these potential sellers. These transactions tend to be more complicated to execute or less conventional in asset type (real estate, infrastructure, mezzanine and special situations). The Manager's expertise in structuring relatively complex transactions, together with its target deal size of under US$100 67 Source: Glendower Capital market intelligence. 68 Source: Preqin database and Glendower Capital's own analysis. Confidential Private Placement Memorandum 25 EFTA01397978 IIIIIIIIII[reg Martin Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP million, make it a potential buyer of choice in these transactions. Maturity of fund interests The mid-sized fund segment of the market is further differentiated through the maturity of fund interests targeted. Some strategies target interests in immature buyout funds which are between 15% and 50% drawn down. These strategies do a primary style analysis of the blind pool portion of the portfolio — focusing on the capability of the Fund Sponsor to invest the remaining commitments well, alongside a secondary pricing analysis of the existing assets. Complementary to this, some secondaries funds target interests in Fund Sponsors that are considered by their primary fund investment businesses to be of high quality on the basis that these interests, even if bought at close to par value, represent a compelling purchase. In contrast to these approaches, the Fund will focus only on mature fund interests (at least 50% drawn, typically over 80% drawn). This approach provides the Manager with visibility on the underlying assets and reduces reliance on the Fund Sponsor to select strong investment opportunities (reduces 'blind pool risk'). Investment Process Overview The Glendower SOF Team has developed a robust and selective investment process to support its focused and disciplined investment strategy. Exhibit 20: Secondaries Investment Process Deal origination and sourcing fi Top down identification of attractive assets fF Focus on key seller verticals fi Proactive calling efforts fr Logging of all potential deals into pipeline Screening and due diligence ff, Weekly review of pipeline fi Staffing and prioritisation fF Detailed bottomup EFTA01397979 due diligence fr Transaction negotiation and structuring Investment decision & closing fr Approval by Investment Committee ff Final negotiations ff Signing of transaction ff GP consent / other closing conditions ff FX hedging fr Closing Monitoring and risk mgmt fr Review of realisations and updates on performance at weekly meeting fr Ongoing evaluation of sale opportunities fr Formal quarterly valuation and performance review Investment realisation fr Review cashflows from underlying funds fr Evaluate and execute realisations where we have discretion fr Pipeline fr Valuation model fr IC memo fr PSA and subscription documents fr Valuation memo fr Quarterly review fr IC memo fr Sale documents EFTA01397980 Deal origination and sourcing The Glendower SOF Team will seek to purchase funds in exclusive or minimally competitive negotiated transactions through its own extensive network of industry relationships, which includes financial sponsors, Fund Sponsors, portfolio companies, intermediaries/placement agents, and investment banks. The Glendower SOF Team will seek to proactively identify private equity funds through a combination of top-down and bottom-up analysis. Top-down identification of assets: an extensive private equity database listing certain funds is maintained with recent Confidential Private Placement Memorandum 26 Output Activities Step EFTA01397981 Greg Martin ection . Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP pricing that is expected to enable the Glendower SOF Team to pro-actively source these opportunities in the market and respond quickly to any potential seller. Top-down asset selection and approach utilizes the following principles: \Z Majority of value in identifiable, attractive assets. \Z Focus on quality assets. \Z Fund Sponsor/LP alignment of interest, e.g., fund is distributing, or is expected to distribute, carried interest. \Z Reasonable leverage at portfolio and underlying company levels. \Z Attractive "see through" entry multiple at today's pricing. Screening and due diligence The Manager proposes to implement an investment process that adopts a rigorous and disciplined value-focused, bottom-up due diligence69 approach coupled with top-down asset selection to identify quality investment opportunities. The Manager intends to implement a rigorous, value-focused bottom-up due diligence focused on: Operational, financial and market risk analysis for each underlying portfolio company. Cash flow analysis at portfolio level. Review of fund and portfolio company management. \Z Analysis of the impact of terms and structure on net returns. \Z Critical assessment of the prospects for liquidity. As required, independent analysis on tax, legal and accounting issues, as well as other specialist external advice, where necessary, will support the investment decision process. In minority co- investments, while leveraging the due diligence completed by the transaction's main lead investor, the Glendower SOF Team will perform its own due diligence in an attempt to verify the key assumptions underpinning the investment case. Investment decision and closing On successful completion of the due diligence process and negotiation of key terms, an investment memorandum will be presented to the Investment Committee (as described in Section 5: Fund Management of this Memorandum) to be considered for approval. The Investment Committee's role will include deciding, on the basis of information and advice arising from the investment evaluation process and the results of the full due diligence process, whether the Fund should proceed with the proposed investment. If approved by the Investment Committee, the next stage will involve the Glendower SOF Team completing the transaction on behalf of the Fund in accordance with the agreed terms. This process typically involves finalizing negotiations with sellers, signing a purchase and sale agreement, finalizing negotiations with any lenders to the transaction if required, and closing the acquisition directly or via EFTA01397982 intermediate investment vehicles, where appropriate. The Glendower SOF Team will also analyze the currency exposure of the portfolio being purchased and implement appropriate foreign exchange hedges. Monitoring and risk management After acquiring an investment for the Fund, and where considered by the Manager to be appropriate, the Glendower SOF Team will actively manage the investment including, for example, utilizing selective hedging to mitigate the potential impact of foreign exchange movements. 69 To the extent information is available from the underlying fund. Confidential Private Placement Memorandum 27 EFTA01397983 reg Martin Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP Ongoing deal management will usually rest with the Glendower SOF Team members who completed the investment. The Manager recognizes that relationship building is important and therefore believes in continuity of representation, but may change representation in certain circumstances, including if the investment under-performs as against its business plan. During the life of the investment, the Manager expects that the Glendower SOF Team will: .>Z Attend annual partnership meetings for underlying funds, participate in conference calls with Fund Sponsors and otherwise liaise with them.70 \Z Review financial information to assess whether there are constraints on the capacity of the investee business or management to perform to the business plan. .>Z Monitor both industry and general market developments to assess whether there is any impact on each investee company. .>Z Form a view as to what actions, steps or remedial processes are necessary and work out how to influence key decision makers at the relevant underlying fund to take the necessary actions, steps or remedial processes. .>Z Prepare valuations and reviews for the Fund's quarterly valuation meeting and investor report. Z Regular monitoring of the Fund's investments: — weekly transaction review meetings — the Glendower SOF Team will monitor the Fund's portfolio, review significant developments in respect of its investments, monitor cash activity of the underlying funds (i.e., distributions and capital calls) and assess opportunities to potentially add value to an investment or exit an investment. — quarterly reviews — on a quarterly basis and in advance of the quarterly valuation meeting, the Glendower SOF Team will review the Fund's portfolio and discuss developments in the portfolio and valuation changes and agree valuations for the quarterly valuation meeting. \Z Review of foreign exchange hedging requirements. Investment realization In general, the Fund will realize its investment in an underlying fund as investments of the underlying fund are realized. However, the Manager expects that the Glendower SOF Team will review the marketplace on an ongoing basis to seek to identify pricing anomalies and opportunities to realize Fund investments in the secondary market. The Manager intends that any proposal to dispose of a Fund Secondary, a GP- led Secondary or a Single Asset Deal will go through the due diligence, recommendation and approval stages as set EFTA01397984 forth above in respect of investment acquisitions. In particular, on successful completion of the due diligence process and negotiation of key terms, a divestment memorandum will be prepared by the Glendower SOF Team and presented to the Investment Committee for approval. The Investment Committee's role will include deciding, on the basis of information and advice arising from the divestment evaluation process and the due diligence process, whether the Fund should proceed with the proposed divestment. 70 The extent of the Glendower SOF Team's interaction with Fund Sponsors, including by attending partnership meetings, will depend on the particular Fund Sponsor and the underlying fund. Confidential Private Placement Memorandum 28 EFTA01397985 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP This page has intentionally been left blank Confidential Private Placement Memorandum 29 EFTA01397986 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP Section 5: Fund Management Confidential Private Placement Memorandum 30 EFTA01397987 Greg Martin Section 5: Fund Management Glendower Capital Secondary Opportunities Fund IV, LP Fund Management Glendower Capital Glendower Capital is an independent investment firm, privately owned by its partners and focused on secondary private markets formed by the secondary opportunities team that spun-out from Deutsche Asset Management on August 1, 2017. The senior team led by Carlo Pirzio-Biroli and Charles Smith has worked together for 15 years at Deutsche Bank in its asset management division. The secondaries business, co-founded by Carlo and Charles in 2006, has raised and invested four vehicles (SOF, SOF D, SOF II, and SOF III) with US$3 billion of commitments in total. Glendower Capital has two office locations in London and New York, with a 23- strong team expected to grow to 26-28 by the first half of 2018. The 16 investment professionals have an average of 12 years of relevant experience. Glendower Capital operates according to the same sourcing, underwriting, portfolio management and fund administration processes that the SOF Team developed in a self-contained and integrated manner when it was established in 2006.71 Glendower Capital leverages an extensive database and network of relationships developed over 15 years in the secondary market with investments in over 350 fund interests globally. Management of the Fund The General Partner of the Fund will be indirectly owned by the partners of Glendower Capital and its board of directors will be comprised of entirely independent directors. Brief biographies of the proposed directors of the General Partner are set out in Appendix 7: Board of Directors of the General Partner. SOF IV will be managed and operated by Glendower Capital from within the UK. Glendower Capital is authorized as an AIFM by the FCA and will act as the AIFM to SOF IV and assume responsibility as such. Investment Team The Glendower SOF Team is comprised of 16 investment professionals dedicated to originating, valuing and managing secondary investments. Five of the team members, Carlo Pirzio-Biroli, Charles Smith, Chi Cheung, Adam Graev and Francesco Rigamonti,72 have worked together since 2007 and together with Emilio Olmos, the Principal (Rikesh Mohandoss) and the five Vice Presidents can all act in a lead capacity on investments. Investment Committee An investment committee (the "Investment Committee") will be established in respect of the Fund to evaluate and approve investments for the Fund. The Investment Committee, in addition to other matters, will (i) evaluate the investment universe for the Fund, (ii) review detailed analysis of target EFTA01397988 investments, (iii) formulate strategies to acquire, divest or manage portfolio investments, and (iv) advise on the investment strategy of the Fund. The members of the Investment Committee will be Carlo Pirzio-Biroli, Charles Smith, Adam Graev, Chi Cheung and Emilio Olmos, provided that Glendower Capital can change the composition and voting process of the Investment Committee at any time at its discretion. The quorum for the Investment Committee will be three, with decisions being made on a unanimous basis. 71 Prospective investors should note that while at Deutsche Asset Management, the SOF Team were able to make use of platform personnel and resources in connection with the SOF Program that will not be available to the Glendower SOF Team in connection with the management and operation of SOF IV. 72 Francesco Rigamonti will act as a senior advisor to Glendower Capital and is not a partner, officer or employee of Glendower Capital. Confidential Private Placement Memorandum 31 EFTA01397989 Greg Martin Section 5: Fund Management Glendower Capital Secondary Opportunities Fund IV, LP From time to time, and as appropriate, the Manager may invite additional persons as observers to the Investment Committee. SOF IV Investment Committee Members Carlo Pirzio-Biroli (52), Managing Partner and Chief Executive Officer. Based in London, Carlo is a Managing Partner & Chief Executive Officer of Glendower Capital. Prior to Glendower, Carlo spent 15 years at Deutsche Bank where he co-founded and has led the SOF Business since 2006. From 2003 to 2006 he participated in the restructuring and sale of Deutsche Bank's € 6 billion private equity portfolio. From 2012 to 2016 Carlo served as the Global Head of DB Private Equity with US$13 billion AUM in primary fund of funds, secondary funds and co-investments. Before Deutsche Bank, Carlo was the CEO of a publicly listed venture fund of funds; an executive at General Electric in the U.S.; a consultant at The Boston Consulting Group in New York and served as a junior officer in the Italian Navy. Carlo is a qualified civil structural engineer (PEng). Carlo is a structural civil engineer by education and training and a qualified professional engineer. Carlo holds an MBA from Columbia Business School and an MSc in Civil Engineering from the University of Rome, Italy. Charles Smith (49), Managing Partner and Chief Investment Officer. Based in London, Charles is a Managing Partner & Chief Investment Officer of Glendower Capital. Prior to Glendower, Charles spent 25 years at Deutsche Bank where he co-founded and has led the SOF Business since 2006. Prior to setting up the SOF Business, from 2003 to 2006, Charles was the Head of UK Corporate Investments, responsible for the restructuring and sale of Deutsche Bank's €6 billion proprietary private equity portfolio. Before that, Charles was a Managing Director in the bank's M&A team based in London focused on originating and executing transactions in the Technology, Media and Telecoms sectors. Charles holds an MA in Natural Sciences and Management Studies from Cambridge University. He is a Chartered Management Accountant (ACMA). Adam Graev (44), Partner. Based in New York, Adam is a Partner of Glendower Capital. Prior to Glendower, Adam spent ten years at Deutsche Bank where he was responsible for the secondary private equity business in the Americas and led the implementation and management of secondary transactions. Prior to joining Deutsche Bank, Adam led private equity secondary and co-investment deals at Pomona Capital. Before then, Adam led direct private equity investments in venture, growth equity and buyouts at Lehman Brothers Private Equity and the Chatterjee Group, an EFTA01397990 affiliate of Soros Fund Management. Adam began his career as a financial analyst in technology investment banking at Cowen & Co. Adam holds a BA from Colgate University. Chi Cheung (40), Partner. Based in London, Chi is a Partner of Glendower Capital. Prior to Glendower, Chi spent 19 years at Deutsche Bank where he was a founding member of the SOF Business in 2006, and most recently, he was responsible for the secondary private equity business in Europe and led the implementation and management of secondary transactions. Chi joined Deutsche Bank in 2000 working as an Associate in Global Corporate Finance focusing on TMT and real estate advisory, and from 2003 to 2006 he participated in the restructuring and sale of Deutsche Bank's €6 billion private equity portfolio. Previously, Chi completed a two-year apprenticeship with Deutsche Bank. Chi holds an MA in Economics from Cambridge University. Emilio Olmos (42), Managing Director. Based in London, Emilio is responsible for the origination, valuation, execution and monitoring of secondary investments in Southern Europe, the Middle East and Asia. Prior to Glendower, Emilio was a Portfolio Manager at ADIA, where he spent over five years focusing on secondary transactions. Previously, he was a Director in the UBS Secondary Advisory team. Prior to that, Emilio was a Vice President at Deutsche Bank in the SOF team, which he joined as an Associate in 2007 shortly after its inception. Before that Emilio worked at Credit Suisse in its investment banking division, and started his career as a Strategy Analyst at Lafarge. Emilio holds an MSc from HEC Paris and an MEng from the Polytechnic University of Madrid, Spain. Glendower Capital Professionals Deirdre Davies (43), Partner and Chief Operating Officer. Based in London, Deirdre is responsible for the operations of the Fund and the business. Prior to Glendower, Deirdre spent 15 years at Deutsche Bank where she was a founding member of the SOF Business in 2006 and was responsible for the operations (across legal, compliance and fund Confidential Private Placement Memorandum 32 EFTA01397991 Greg Martin Section 5: Fund Management Glendower Capital Secondary Opportunities Fund IV, LP finance) and investor relations for the secondary private equity business. Previously, she was at KPMG in South Africa. Deirdre holds a BCom from the University of KwaZulu-Natal, South Africa. She is a Chartered Accountant (CA, SA). Joshua Glaser (43), Partner. Based in New York, Joshua is responsible for leading the firm's client coverage and fundraising. Prior to Glendower, Joshua was a Managing Director at Deustche Asset Management where he served as Co-Head of Investment Specialists, Alternatives (Americas), responsible for managing the fundraising of alternative investment products. Before then, Joshua led fundraising and investor relations for Paul Capital, serving as Director of Investor Relations. Prior to Paul Capital, Joshua was a Director with Forum Capital, a boutique private equity placement group. Joshua began his career as a financial analyst in investment banking at CIBC Oppenheimer, and its predecessor, Oppenheimer & Co, Inc. Joshua holds a BS from Tufts University. Francesco Rigamonti (46), Senior Advisor. Based in Milan, Francesco works with Glendower Capital on specific secondary and co-investment opportunities. Francesco spent 17 years at Deutsche Bank where he was a founding member of the SOF Business in 2006, and most recently, he was responsible for co-investments. Francesco joined Deutsche Bank in 2000 with responsibility for corporate development in Italy and participated in the restructuring and sale of Deutsche Bank's €6billion private equity portfolio. Previously he worked at Gallo & Co., an Italian merchant bank, where he focused on restructurings. Francesco holds an MBA from the University of Chicago Booth School of Business and an MA in Business and Economics from the Catholic University of Milan, Italy. The senior team is supported by a team of associate to principal level professionals who are responsible for the analysis of transaction opportunities, supporting the senior professionals in the origination and execution of transactions and supporting the investment team in client relations, finance and operations. Rikesh Mohandoss (36), Principal. Based in New York, Rikesh is responsible for the origination, valuation, execution and monitoring of secondary investments. Prior to Glendower, Rikesh spent eight years at Deutsche Bank and most recently spent the past five years originating, valuing, executing and monitoring secondary investments in North America for the SOF Business. Rikesh joined Deutsche Bank in 2009 working as an Associate in Global Corporate Finance focusing on TMT advisory. From 2004 to 2007, Rikesh was an Assistant Vice President in Credit Risk Management at Bank of America and started his career in 2003 as an analyst at Federal Home Loan Mortgage Corporation (Freddie EFTA01397992 Mac) in 2003. Rikesh holds a BBA from The George Washington University and a MBA from Columbia Business School. Katherine Weaver (39), Principal, Funds CFO Based in New York, Katie is the Chief Financial Officer for Fund Finance. Prior to Glendower, Katie spent 10 years at Deutsche Bank in the SOF fund finance team, first as financial controller and then as the Chief Financial Officer. Prior to Deutsche Bank, Katie was a controller at Brookfield Office Properties and a financial accountant at Trizec Properties. She began her career as an associate in Audit and Assurance at Deloitte & Touche. Katie holds a BBA and MAcc in Accounting from the University of Wisconsin, Madison. Victoria Loidl (32), Vice President. Based in London, Victoria is responsible for the origination, valuation, execution and monitoring of secondary investments. Prior to joining Glendower Capital, Victoria spent five years at Deutsche Asset Management valuing, executing and monitoring secondary investments for the SOF Business. From 2009 to 2012, Victoria worked as Analyst at HSBC where she worked within the Investment Banking Division, advising clients globally on mergers & acquisitions and capital market transactions. Victoria graduated from the London School of Economics with a BA in Management in 2009. Devrup Banerjee (30), Vice President. Based in London, Devrup is responsible for the origination, valuation, execution and monitoring of secondary investments. Prior to Glendower, Devrup spent five years at Deutsche Asset Management valuing, executing and monitoring secondary investments for the SOF Business. From 2008 to 2012, Devrup worked at Goldman Sachs as part of the Natural Resources team within the Investment Banking Division, advising clients globally on mergers & acquisitions and capital market transactions. Devrup graduated from the University of Oxford with an MA in Economics and Management in 2008. Aldrich Chan (31), Vice President. Based in New York, Aldrich is responsible for the origination, valuation, execution and monitoring of secondary investments. Prior to joining Glendower Capital, Aldrich spent four years at Deutsche Asset Management valuing, executing and monitoring secondary investments for the SOF Business. He began his career at UBS Investment Bank's Global Mergers & Acquisitions Investment Banking group. Aldrich received his BS in Finance, summa cum laude, from New York University's Stern School of Business. He is currently an MBA candidate at the Confidential Private Placement Memorandum 33 EFTA01397993 Greg Martin Section 5: Fund Management Glendower Capital Secondary Opportunities Fund IV, LP University of Pennsylvania's Wharton School of Business. Philippe Ferneini (34), Vice President. Based in London, Philippe is responsible for the origination, valuation, execution and monitoring of secondary investments. Prior to joining Glendower Capital, Philippe spent four years at Deutsche Asset Management valuing, executing and monitoring secondary investments for the SOF Business. He worked for 3 years at Credit Suisse as an investment banking Associate in the Global Industrials Group and for two years at Booz & Company as a Senior Consultant in the Financial Services Practice. Philippe holds an MBA from the University of Chicago Booth School (Diplome d'Ingenieur) from Telecom ParisTech. Elena Smirnova (31), Vice President for the origination, valuation, execution and monitoring of secondary investments. Prior to joining Glendower Capital, Elena spent two years at Deutsche Asset Management valuing, executing and monitoring secondary investments for the SOF Business. From 2012 to 2015 Elena worked in HSBC's Financial Institutions Advisory unit, where she focused on origination and execution of strategic events. Elena first joined HSBC in 2010 in their Global Banking and Markets business. Elena graduated from the Russian Presidential Academy of National Economy and Public Administration with a first class degree in Business Administration and Management in 2008 and holds an MSc in Global Banking and Finance from the European Business School in London. Louise Schoeman (36), Vice President — Finance. Based in London, Louise is responsible for the set up and operations of the finance platform for in the set up and ongoing requirements for the compliance and risk management Glendower Capital, Louise was Finance Director for London's Air Ambulance, a with the SOF team previously from 2011 2013 as a business manager, having started her career as an accountant at Grant Thornton in Pretoria before moving to London in 2007. Louise graduated from the University of Pretoria with a BCom (Hons) in Accounting Sciences in 2003, and qualified as a Chartered Accountant in 2007. Jonathan Roome (25), Associate. Based in London, Jonathan supports the transaction team across all secondary investment related functions, including evaluation and monitoring of investments. Prior to joining Glendower Capital, Jonathan spent two years at Deutsche Asset Management supporting the transaction team in valuing, executing and of Business and a Master of Engineering . Based in London, Elena is responsible the management company structure and functions for the platform. Prior to registered charity. Louise worked to EFTA01397994 monitoring secondary investments for the SOF Business. Jonathan graduated from the London School of Economics and Political Sciences with a Bachelor of Science in Economics in 2015, having achieved first class honors. Douglas O'Connell (24), Associate. Based in New York, Doug supports the transaction team across all secondary investment related functions, including evaluation and monitoring of investments. Prior to joining Glendower Capital, Doug worked at Metropolitan Real Estate, part of The Carlyle Group, and spent two years at Deutsche Asset Management supporting the hedge fund secondary transaction team in valuing, executing and monitoring secondary deals. Doug graduated in 2015 from Carnegie Mellon's Tepper School of Business with a Bachelor of Science in Finance, having achieved University Honors. Rafael Enriquez-Hesles (24), Associate. Based in New York, Rafael supports the transaction team across all secondary investment related functions, including evaluation and monitoring of investments. Prior to joining Glendower Capital, Rafael spent three years at Stifel in the Diversified Industrials Investment Banking Group working on mergers & acquisitions and capital market transactions globally. Rafael graduated from Bucknell University with a Bachelor of Science in Civil Engineering and a Bachelor of Management in 2015. Sheldon Lee (26), Analyst. Based in London, Sheldon supports the transaction team across all secondary investment related functions, including evaluation and monitoring of investments. Prior to Glendower, Sheldon spent two years at Citibank in Corporate and Investment Banking. Sheldon holds a MSc in Industrial Management from KTH Institute of Technology, and holds a BSc in Industrial Engineering from Ecole Nationale Superieure des Mines de Nancy. In addition to the existing team it is expected that the following team members will be recruited over the coming six months: Investment Team Associate, London; Tax Vice President, New York; and a Fund Controller Associate, New York. Confidential Private Placement Memorandum 34 EFTA01397995 G reg Martin Glendower Capital Secondary Opportunities Fund IV, LP Section 6: Summary of Terms and Conditions Confidential Private Placement Memorandum 35 EFTA01397996 Greg Martin Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Summary of Terms and Conditions The following is a summary of the principal terms of the Fund. This summary is qualified in its entirety by reference to the Fund Partnership Agreement and the deeds of adherence relating to the purchase of Interests, both of which are available upon request and should be reviewed carefully prior to making an investment decision. The offer made hereby is subject to modification, prior sale and withdrawal. To the extent that there is any inconsistency between this Memorandum and the Fund Documents, the provisions of the Fund Documents will prevail. ******** The Fund Investment Objective Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership. The Fund will seek to generate attractive risk adjusted investment returns, principally in the form of capital appreciation, through the acquisition, holding, financing, refinancing and disposition of a diverse portfolio of investments including buyout, growth capital, venture capital, special situations, turnaround, mezzanine, distressed opportunities, real estate and infrastructure assets on the secondary market. The Fund will target globally, but primarily in the U.S. and Europe (i) the acquisition of interests in established generalist and specialist private equity fund structures (including funds of funds, feeder funds and other similar structures) primarily on the secondary market (each such fund or structure, a "Fund Secondary"), (ii) the acquisition of investment interests in private equity fund structures or portfolios of private equity assets on the secondary market through bespoke liquidity solutions (each such investment interest, a "GP-led Secondary"), and (iii) co investments in individual portfolio companies alongside private equity fund sponsors (each such co- investment, a "Single Asset Deal"). Fund Secondaries, GP-led Secondaries and Single Asset Deals may be made in vehicles established in any jurisdiction. The Manager expects that the majority of the Fund's portfolio investments, by committed capital, will be held for at least four years. The General Partner EFTA01397997 Glendower Capital SOF IV (GP) Limited, a special purpose entity established in the Cayman Islands as an exempted limited company, will serve as a general partner of the Fund (the "General Partner"). The General Partner, on behalf of the Fund, will appoint the Manager to manage the Fund's investment strategy, as described below. Glendower Capital SOF IV (Alternate GP), LLP, an English limited liability partnership (the "Second GP"), will also serve as a general partner of the Fund but, in accordance with the Fund Documents, will have no authority to manage, operate or administer the business or affairs of the Fund other than as may be required by law. The Manager Glendower Capital, LLP, an English limited liability partnership (the "Manager") is authorized and regulated in the UK by the Financial Conduct Authority (including under the EU Alternative Investment Fund Managers Directive (the "AIFMD") and its implementing legislation in the UK) will provide portfolio management, risk management and administrative services to the Fund, including investigating, analyzing, structuring and negotiating potential investments, monitoring the performance of portfolio investments and advising the Fund as to disposition opportunities. The Manager will make all investment and disposition decisions. The Manager will be the Fund's "AIFM" (as defined in the AIFMD) and will assume responsibility as such. Notwithstanding any provision to the contrary, the Manager, to the exclusion of the General Partner and the Second GP, will take all actions in respect of the Fund that constitute regulated activities for the purposes of the UK Financial Services and Markets Act 2000. The General Partner will be responsible for the Manager's fees which it will satisfy from the Confidential Private Placement Memorandum 36 EFTA01397998 Greg Martin ec ion : Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP General Partner's Share. The Adviser The Manager will appoint its affiliate, Glendower Capital (U.S.), LLC ("Glendower U.S."), to provide investment advice to the Manager in connection with the investment management of the Fund. The Manager will be responsible for Glendower U.S.'s fees pursuant to a sub- advisory agreement. Commitments The Fund is seeking aggregate commitments to the Fund ("Commitments") of US$1.75 billion, although the General Partner may accept aggregate Commitments less than, or in excess of, this amount, provided that aggregate Commitments do not exceed US$2.5 billion (not including the Team Investment (as defined below)). In order to subscribe for an Interest, a prospective Limited Partner must execute a deed of adherence and provide documentation to the General Partner in order to satisfy its "customer due diligence" obligations. The General Partner may accept or reject a subscription for an Interest. Minimum Commitment The minimum Commitment for a limited partner of the Fund (collectively, the "Limited Partners" and, together with the General Partner and the Second GP, the "Partners") is US$5 million, although the General Partner may accept Commitments of lesser amounts. Each Limited Partner will make a capital contribution to the Fund equal to 0.01% of its Commitment. The remaining 99.99% of its Commitment may be drawn down by the Manager from time to time in the form of advances to the Fund (each, an "Advance"). Glendower Capital Investment Certain individuals that are partners or employees of the Manager and Glendower U.S. will invest in the Fund (the "Team Investment") indirectly through the Special Limited Partner (as defined below). The Team Investment will be equal to, at least, 1% of the aggregate Commitments. Closings The General Partner will hold an initial closing of the Fund (the "First Closing") as soon as practicable. From time to time after the First Closing one or more EFTA01397999 additional closings may be held as necessary to admit additional Limited Partners (each, and the First Closing, a "Closing"). The final Closing of the Fund is to take place no later than 15 months after the First Closing (the "Final Admission Date"), provided that, if on the 15 month anniversary of the First Closing, aggregate Commitments and commitments to any Parallel Fund (as defined below) are: (i) less than US$1.75 billion then the Final Admission Date shall be automatically extended to the 18 month anniversary of the First Closing or (ii) US$1.75 billion or more then the General Partner may extend the Final Admission Date with the consent of the Fund Advisory Committee (as defined below). Subsequent Closing Partners Limited Partners admitted to the Fund subsequent to the First Closing (each a "Subsequent Closing Partner") generally will participate in the investments, if any, made by the Fund prior to their admission. Each Subsequent Closing Partner will generally contribute to the Fund an amount equal to its proportionate share of all funded Commitments of the Partners admitted in prior Closings, plus an additional amount computed as interest thereon at the higher of the preferred return rate of 8% and three-month USD LIBOR plus 2% from the date of each applicable funding, with such appropriate adjustments as may be necessary to take into account distributions made to Partners admitted in prior Closings. Drawdowns Advances will be drawn down on an as needed basis to make investments and to pay the General Partner's Share and Fund liabilities and expenses at any time, generally upon 12 business days' prior written notice. Confidential Private Placement Memorandum 37 EFTA01398000 Greg Martin Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Investment Period The Fund's investment period will commence on the date of the First Closing, and will expire at the end of the calendar quarter in which the earliest of the following occurs (the "Investment Period"): (i) the date on which 100% of aggregate Commitments have been invested, committed for investment, used to pay expenses and liabilities, or formally reserved for such purpose, and (ii) four years from the Final Admission Date. The Fund may draw down Commitments to make investments at any time during the Investment Period (subject to any suspension of the Investment Period following a key person event (as described below)) After the end of the Investment Period, the Fund will not make new portfolio investments, but may (a) fund existing obligations to make contributions or advances in respect of any investment, (b) complete investments that were in process as of the end of the Investment Period, (c) fund follow-on investments with respect to existing Fund Secondaries, Single Asset Deals or GP-led Secondaries, in an aggregate amount not to exceed 20% of aggregate Commitments, and (d) continue to draw down Commitments to pay liabilities and ongoing operating expenses, including the General Partner's Share. Reinvestment The following amounts will be added back to unfunded Commitments and may be drawn down again by the Fund: (i) distributions from any portfolio investment received by the Fund within twenty-four months of the date on which such investment was made, but only to the extent of capital invested by the Fund in such investment; (ii) following the termination of the Investment Period and subject to the limitations described in "Investment Period" above, an amount equal to any and all distributions made to the Partners, but only for the purpose of funding any obligation of the Fund and any follow-on investments with respect to existing Fund Secondaries, GP-led Secondaries and Single Asset Deals; and (iii) distributions made EFTA01398001 to the Partners to the extent of funded Advances used to fund drawings of the General Partner's Share (as defined below) or pay organizational expenses or Fund expenses. Key Person Event The Fund's initial key persons will be Charles Smith, Carlo Pirzio-Biroli, Adam Graev and Chi Cheung (with such persons, and any replacement key persons, being the "Key Persons"). The General Partner may, from time to time, nominate one or more qualified replacements for such Key Persons. Such a nominated qualified replacement will become a Key Person with the consent of the Fund Advisory Committee. The Investment Period will be automatically suspended if (i) either Charles Smith or Carlo Pirzio-Biroli and (ii) any other Key Person cease to devote substantially all their business time to the affairs of the Fund, any co-investment fund, Parallel Fund (as defined below) or Alternative Vehicle (as defined below), the SOF Program, any Complementary Fund (as defined below), any successor fund and Glendower (the "Permitted Activities"). The Investment Period may be reinstated (a) at any time with the consent of 664j% in interest of the Limited Partners, or (b) if the requisite number of qualified replacements for the Key Persons are approved within 120 days of the Investment Period being suspended. Notwithstanding the foregoing, the Investment Period will also be automatically suspended if both of Carlo Pirzio-Biroli and Charles Smith cease to devote substantially all of their business time to the Permitted Activities. Following such a suspension, the Investment Period may be reinstated at any time with the consent of 66ges in interest of the Limited Partners. If the Investment Period is suspended due to either of the circumstances described above, it will terminate automatically if not reinstated after 12 months. Diversification Absent the consent of the Fund Advisory Committee (i) no more than 5% of the Investment Restriction Base will be invested in any individual Single Asset Deal, (ii) no more than 20% of Confidential Private Placement Memorandum 38 EFTA01398002 Greg Martin Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP the Investment Restriction Base will be invested in any single Fund Secondary or GP-led Secondary, (iii) no more than 20% of the Investment Restriction Base invested in Single Asset Deals will be made on a primary basis, (iv) no more than 12.5% of the Investment Restriction Base will be invested in any blind pool investment fund on a primary basis or where less than 50% of aggregate capital commitments of such fund have been drawn down, and (v) no more than 10% of the Investment Restriction Base will be invested in any portfolio investments with a focus on real estate investments. "Investment Restriction Base" means (a) prior to the Final Admission Date, an amount equal to the greater of (i) US$1.75 billion and (ii) the aggregate Commitments accepted as at the date of determination and (b) following the Final Admission Date, an amount equal to the aggregate Commitments. Indebtedness The Fund, either directly or through intermediate holding vehicles under its control, is expected to borrow on a short-term basis in order to facilitate the closing of an investment in advance of a drawdown. The Manager generally expects such borrowings to be outstanding for less than 180 days. The Fund, either directly or through intermediate holding vehicles under its control, is also expected to borrow on a short-term basis in order to fund the payment of the Fund's expenses or the General Partner's Share in advance of a drawdown. The Manager generally expects to repay such borrowings from drawdowns or distributions from investments. The Fund, either directly or through intermediate holding vehicles under its control, may also borrow on a long-term basis to create leveraged capital structures in portfolio investments with appropriate cash flow characteristics. The Fund will not borrow for such purpose amounts that in aggregate exceed 25% of the aggregate Commitments. The Fund may also make use of leverage in connection with hedging arrangements (including the use of FX forwards and swaps). Assets of the Fund may be posted as collateral against such borrowings including its EFTA01398003 investments, and by pledges of unfunded Commitments. Such borrowings may be incurred on a portfolio-wide basis or against specific securities and may be secured by drawdowns of Commitments. Hedging The Fund may engage in hedging transactions, such as hedging for currency, interest rate and equity market risks. Hedging techniques could involve a variety of derivative transactions, including transactions in forward contracts and swaps. General Partner's Share The Fund will allocate to the General Partner and the Second GP a profit share (the "General Partner's Share"). Advances will be made against the General Partner's Share quarterly from drawdowns of the Limited Partners' unfunded Commitments or from other proceeds received by the Fund. For each Limited Partner (other than a Feeder Fund (as defined below)) and each investor in a Feeder Fund: (i) during the Investment Period, 1.25% per annum (reduced by the Applicable Points) of (a) the Commitment of such Limited Partner or (b) the commitment (or equivalent) of such Feeder Fund investor; (ii) for the two years following the expiration of the Investment Period, 1.00% per annum (reduced by the Applicable Points) of the aggregate, as of the end of the Investment Period, of such Limited Partner's or such Feeder Fund investor's (a) drawn down Commitment (or equivalent), that is, at the date of determination, invested in portfolio investments, and (b) undrawn Commitment (or equivalent) that the Manager has reasonably reserved for portfolio investments (a Limited Partner's or an investor in a Confidential Private Placement Memorandum 39 EFTA01398004 Greg Martin Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Feeder Fund's "Invested Capital"); and (iii) for each successive year thereafter, until the last day of the term (including any extension thereof), the lesser of (a) 90% of the General Partner's Share attributable to each Limited Partner or such Feeder Fund investor, for the immediately preceding year (but not less than 0.25% of the Invested Capital of such Limited Partner), and (b) 1.25% per annum (as reduced by the Applicable Points) calculated with respect to each Limited Partner's pro rata share (based on the Invested Capital of the Fund's most recently reported net asset value). The General Partner's Share in respect of each Legacy Investor shall be equal to the general partner's share attributable to such Legacy Investor in respect of its commitment to SOF III. Neither the General Partner nor the Second GP will receive any General Partner's Share with respect to the Special Limited Partner. The General Partner's Share is subject to reduction as provided below in "Transaction, Break Up and Other Fees." "Applicable Points" means with respect to (a) a Limited Partner (other than a Feeder Fund) and its Commitment or (b) an investor in a Feeder Fund and its commitment (or equivalent) to such Feeder Fund: (i) for a Commitment (or equivalent) that is less than US$50 million, zero basis points, (ii) for a Commitment (or equivalent) that is US$50 million or more but less than US$100 million, five basis points, (iii) for a Commitment (or equivalent) that is US$100 million or more but less than US$150 million, ten basis points, (iv) for a Commitment (or equivalent) that is US$150 million or more but less than US$200 million, 15 basis points, and (v) for a Commitment (or equivalent) that is US$200 million or more, 20 basis points. "Legacy Investor" means (i) each Limited Partner that made a direct commitment to SOF III and makes a Commitment (or commitment to a Feeder Fund) at the First Closing or (ii), at the discretion of the Manager, a Limited Partner that made a direct commitment to SOF III and makes a Commitment to the Fund (or commitment to a Feeder Fund) at the Closing immediately following the First Closing, provided that such following EFTA01398005 Closing occurs on or before 31 May 2018. Distributions Net proceeds attributable to the disposition of a portfolio investment, distributions in kind of securities, and any dividends, interest or other income received with respect to a portfolio investment will be distributed to all Partners participating in such portfolio investment and other income received by the Fund will be distributed to all Partners. Each Partner's proportionate share thereof generally will be distributed as follows: (i) First, 100% to such Partner until the cumulative distributions to such Partner equal the sum of the Advances of such Partner as of that time; (ii) Second, 100% to such Partner until the cumulative distributions to such Partner are sufficient to provide such Partner with an 8% annualized effective internal rate of return on the Advances of such Partner; (iii) Third, 100% to the special limited partner of the Fund (the "Special Limited Partner") until the Special Limited Partner has received, in respect of such Partner, 12.5% of the excess of (i) the cumulative distributions made to such Partner and to the Special Limited Partner in respect of such Partner over (ii) the Advances of such Partner; and (iv) Thereafter, 87.5% to such Partner and 12.5% to the Special Limited Partner. "Carried Interest" means the amounts distributed to the Special Limited Partner pursuant to clauses (iii) and (iv) above. Distributions prior to the dissolution of the Fund will be made in cash or marketable securities. Confidential Private Placement Memorandum 40 EFTA01398006 Greg Martin ection : Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Upon dissolution of the Fund, distributions may also include restricted securities or other assets of the Fund. Notwithstanding the foregoing, the Fund may make tax distributions to the Partners in respect of gain and other income from portfolio investments in accordance with the manner in which such gain and other income is allocated to the Partners. Distributions to the General Partner and the Special Limited Partner will not be subject to Carried Interest. Special Limited Partner Clawback Upon termination of the Fund, the Special Limited Partner will be required to return to the Fund distributions of Carried Interest previously received to the extent that they exceed the amounts that should have been distributed to the Special Limited Partner as Carried Interest (as described in "Distributions" above) applied on an aggregate basis covering all transactions of the Fund. In no event, however, will the Special Limited Partner be required to return more than the cumulative Carried Interest distributions received by the Special Limited Partner, net of amounts in respect of taxes thereon. Organizational Expenses The Fund will bear all legal and other expenses incurred in the formation of the Fund and the offering of the Interests therein (other than any placement fees), up to an aggregate amount not to exceed US$2,500,000, plus amounts in respect of applicable value added tax. Organizational expenses in excess of this amount, and any placement fees, will be paid by the Fund but borne by the General Partner through a 100% offset against the General Partner's Share. Operating and Other Expenses Each of the Manager, the General Partner and the Second GP will pay all normal operating expenses incidental to the provision of its day-to-day services to the Fund, including its own overheads. The Fund will pay all costs, expenses and liabilities in connection with its operations, including: fees, costs and expenses of third parties, including EFTA01398007 without limitation tax advisors and counsel, related to the purchase, structuring, holding and sale of portfolio investments (to the extent not reimbursed); expenses incurred in connection with transactions not consummated; insurance premiums; taxes; fees and expenses of accountants, counsel, administrators, depositaries, appraisers and consultants, including tax filings and accounts; costs and expenses of the Fund Advisory Committee and the annual meeting; litigation expenses and other extraordinary expenses. Any costs incurred in relation to transactions which are not completed will be borne by the Fund. The Manager may in its sole discretion structure a co-investment opportunity such that the proposed participants in such co-investment opportunity do not bear any broken deal expenses, with the result that the Fund will bear all such broken deal expenses; provided, if so structured, such participants will not be entitled to receive any break- up or similar fee income, if any, that may be earned with respect to such transaction. Transaction, Break-Up and Other Fees In connection with any portfolio investment, the Manager and its affiliates may charge portfolio companies directors' fees, transaction fees, monitoring fees, advisory fees, break-up fees and other similar investment-related fees for services provided by the members of the secondary investment team of the Manager. 100% of all such fees, net of any related expenses, amounts in respect of VAT or unreimbursed expenses incurred by the Manager or its affiliates in connection with unconsummated transactions, will be applied to reduce the General Partner's Share otherwise payable. All such fees will be allocated among the Fund and any related co-investing entities on the basis of capital committed by each to the relevant investment. General Partner's Share reductions will be carried forward if necessary. Fund Advisory Committee The Fund will establish an advisory committee consisting of at least three voting members appointed by the Manager (the "Fund Advisory Committee"). Each voting member of the Fund Advisory Committee shall be a representative of a Limited Partner or an investor in any EFTA01398008 Confidential Private Placement Memorandum 41 EFTA01398009 Greg Martin Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Feeder Fund or Parallel Fund (other than any Limited Partner or investor affiliated with the General Partner, the Second GP or the Manager). Feeder Funds and Parallel Funds will not have separate advisory committees. The Manager shall have the right to appoint one or more representatives of the Manager to serve as non-voting members, and as the chairman, of the Fund Advisory Committee. The Fund Advisory Committee will meet at least annually following the Final Admission Date, the discretion of the Manager, and as required to consult conflicts of interest and certain other matters. The Fund will members for their reasonable out-of-pocket expenses. Successor Funds Without the consent of 66?1% in interest of the Limited Partners, none of the General Partner, the Second GP, Glendower Capital, LLP or any affiliate of Glendower Capital, LLP will close another multiple third party investor fund having a substantially similar investment objective and strategy as the Fund until the earlier of: (i) the date when 75% of aggregate Commitments have been invested, committed or reserved for investment or allocated or reserved to meet the obligations of the Fund; (ii) the end of the Investment Period; or (iii) the termination of the Fund. Notwithstanding the foregoing, Glendower Capital, LLP or any of its Affiliates may, at any time, close other multiple objectives and strategies that overlap with the Fund opportunities relating to specific asset categories Allocation of Investment Opportunities Subject to the "Successor and its affiliates may sponsor or advise various investment Funds, and separate accounts (together with the Fund, of which may have overlapping investment strategies and or before the Final Admission Date at with the Manager as to potential reimburse the Fund Advisory Committee third party investor funds with investment but are dedicated to pursuing investment or strategies (each, a "Complementary Fund"). Funds" restrictions described above, the Manager vehicles, including Complementary the "Investment Platforms"), some investment committee members with EFTA01398010 those of the Fund. The Manager will allocate investment opportunities among the Investment Platforms on an equitable basis in its good faith discretion and in accordance with its internal investment allocation guidelines. These are based on the applicable investment guidelines of such Investment Platforms, portfolio diversification requirements, regulatory requirements and other appropriate factors. Transfers and Withdrawals Reporting, Valuations and Annual Meeting Limited Partners generally may not sell, assign, transfer or pledge their Interests except as permitted by the Fund Partnership Agreement which will require, consent of the Manager. Limited Partners generally may not withdraw from the Fund. Limited Partners will receive audited annual accounts (also comprising a Manager's report and such disclosures as are required by the AIFMD) prepared in accordance with U.S. GAAP or International Financial Reporting Standards as well as unaudited quarterly financial statements (in respect of the second and third quarters of each fiscal year only) and unaudited quarterly capital accounts. Limited Partners will also receive such periodic disclosures as are required in accordance with the AIFMD (including changes to leverage, liquidity and risk management provisions). The Fund will hold annual meetings to provide Limited Partners with the opportunity to review and discuss with the Manager and its employees the Fund's investment activities and portfolio. Disclosure of changes to the leverage provisions Limited Partners will receive unaudited quarterly financial reports regarding the Fund which will include the amount of leverage that has been utilized by the Fund Any amendments to the leverage provisions of the Fund will require an amendment to the Fund Partnership Agreement. See "Amendments to Fund Partnership Agreement" below for inter alia, the prior written Confidential Private Placement Memorandum 42 EFTA01398011 G reg Martin Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP further details. Co-investment Alternative Vehicles The Manager may offer co-investment opportunities to any Limited Partner in its sole discretion. The Manager will have the right in connection with any investment to direct the Advances of some or all of the Limited Partners to be made through one or more alternative investment vehicles (each, an "Alternative Vehicle") if, in the judgment of the Manager, the use of such vehicle or vehicles represents an appropriate structure for the Fund and would facilitate participation in certain types of investments. Any Alternative Vehicle generally will be governed by terms and conditions substantially similar to those of the Fund (except as may be advisable because of such legal, regulatory or tax constraints) and will be managed by the General Partner, the Manager or an affiliate thereof. The profits and losses of an Alternative Vehicle generally will be aggregated with those of the Fund for purposes of determining distributions by the Fund and such Alternative Vehicle, unless the General Partner or the Manager elects otherwise in its sole discretion based on a determination that such aggregation could increase the risk of any adverse tax or other consequences. Parallel Funds The General Partner or the Manager may establish one or more parallel funds (each a "Parallel Fund") to accommodate the investment requirements of certain investors. Any Parallel Fund documentation will contain terms and conditions substantially similar to those of the Fund and will be managed by the General Partner, the Manager or an affiliate thereof. Any Parallel Fund will be responsible for its pro rata share of expenses. Feeder Funds The General Partner or the Manager may establish one or more feeder funds which will invest in the Fund or a Parallel Fund (each, a "Feeder Fund") to accommodate the investment requirements of certain investors. In certain respects, investors in a Feeder Fund will be treated as having invested directly in the Fund or the relevant Parallel Fund, as the EFTA01398012 case may be. Side Letters The General Partner or the Manager, without any further act, approval or vote of any Partner, may enter into side letters or other written agreements with one or more Limited Partners which have the effect of establishing additional rights (including, for example, reducing the General Partner's Share chargeable with respect to such Limited Partner), or altering or supplementing the terms of the Fund Partnership Agreement (each, a "Side Letter"). A Side Letter may include additional rights that are, or alter or supplement the terms of the Fund Partnership Agreement in a manner that is, more favorable to the recipient than those offered to any other Limited Partner, including with respect to (i) economic arrangements (including alternative fee or other compensation arrangements), (ii) opting out of particular investments, (iii) reporting obligations of the Fund, (iv) transfer to affiliates, (v) co- investment opportunities, (vi) withdrawal events, (vii) consent rights to certain Fund Partnership Agreement amendments, (viii) indemnification arrangements, (ix) dispute resolution processes, or (x) any other matters described therein. If a Side Letter is entered into entitling a Limited Partner to opt out of a particular investment or withdraw from the Fund, any election to opt out or withdraw by such Limited Partner may increase each other Limited Partner's pro rata interest in that particular investment (in the case of an opt-out) or all future investments (in the case of a withdrawal), which may have an adverse effect on such Limited Partner's investment results. Any additional rights established, or any terms of the Fund Partnership Agreement altered or supplemented, in a Side Letter with a Limited Partner will govern solely with respect to such Limited Partner (but not any of such Limited Partner's assignees or transferees unless so specified in such side letter or otherwise agreed by the Manager) notwithstanding any other provision of the Fund Partnership Agreement. Any additional rights established, or any terms of the Fund Partnership Agreement altered or supplemented, in a Side Letter with a Limited Partner may generally be elected by any other Limited Partner having a Commitment equal to EFTA01398013 Confidential Private Placement Memorandum 43 EFTA01398014 Greg Martin Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP or greater than the Commitment of the Limited Partner to which such Side Letter was provided. Such election, however, will only be made after the Final Admission Date. Indemnification None of the General Partner, the Manager, the Second GP, their respective affiliates, the Fund Advisory Committee members or the directors, officers, partners, members, employees or agents of any of them (each a "Covered Person") will be liable to the Fund or the Limited Partners for any good faith act or omission relating to the Fund, except for (i) any such act or omission constituting an uncured material violation of the Fund Partnership Agreement, conviction of a felony, willful violation of law, bad faith, gross negligence, fraud, willful misconduct or reckless disregard of duties by such Covered Person, or (ii) any claim or proceeding commenced by a Limited Partner against the Manager for any misrepresentation in the Fund's marketing information (including information, advice, materials, documents and this Memorandum communicated by the Manager or a person on behalf of, and as approved by, the Manager, where such misrepresentation has had a direct material adverse impact on such Limited Partner, in each case as determined by a court of competent jurisdiction. The Fund will indemnify each Covered Person against all claims, damages, liabilities, costs and expenses, including legal fees, to which such Covered Person may be or become subject by reason of their activities on behalf of the Fund, or otherwise relating to the Fund Partnership Agreement, except to the extent that such claims, damages, liabilities, costs or expenses are determined by a court of competent jurisdiction to have resulted from such person's own uncured material violation of the Fund Partnership Agreement, conviction of a felony, willful violation of law, bad faith, gross negligence, fraud, willful misconduct or reckless disregard of duties. For Cause Removal of the General Partner The General Partner may be removed by a majority in interest of the Limited Partners where EFTA01398015 it has been finally determined by a court of competent jurisdiction that the General Partner, the Manager or the Second GP has engaged in certain removal conduct. The Manager and Second GP will automatically be removed upon the removal of the General Partner. No Fault Removal of the General Partner The General Partner may be removed at any time following the second anniversary of the Final Admission Date, with the written consent of 66% in interest of the Limited Partners. The Manager and Second GP will automatically be removed upon the removal of the General Partner. The General Partner will, on the date of its removal, receive an amount equal to the General Partner's Share received by the General Partner in the eight calendar quarters immediately preceding the General Partner's removal. Amendments to Fund Partnership Agreement Subject to certain exceptions as more fully described in the Fund Partnership Agreement, the Fund Partnership Agreement (including the Fund's investment strategy or investment policy) may generally only be amended with the written consent of a majority in interest of the Limited Partners and the General Partner, provided that where such amendment would materially and adversely affect a Limited Partner in a way which discriminates against such Limited Partner vis-a-vis the other Limited Partners or increase the Commitment of a Limited Partner, the consent of the affected Limited Partner will also be required. The General Partner will notify the Limited Partners within a reasonable period of time following any material amendments Default A Limited Partner that defaults in respect of its obligation to make Advances or other contributions to the Fund will be subject to customary default provisions, including forfeiture of a substantial portion of its Interest, and payment of interest on the defaulted amount at a rate equal to the higher of (i) three-month USD LIBOR plus 2%, and (ii) 8%. Term The term of the Fund will be 7 years from the Final Admission Date, subject to the term being EFTA01398016 Confidential Private Placement Memorandum 44 EFTA01398017 Greg Martin Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP extended (i) by the Manager for up to three successive periods of one-year each, and (ii) thereafter, by the Manager, with the consent of the Fund Advisory Committee, for up to two additional successive periods of one-year each. Currency Tax Considerations The Fund will be denominated in U.S. dollars. For UK tax purposes, the Fund should be treated as tax transparent and should not, therefore, be separately taxable. Each UK investor its own share of income, gain, losses, deductions and The Manager intends that the Fund be federal income tax purposes. As a partnership, the Fund federal income tax, and each Partner subject to U.S tax computing its U.S. federal income tax liability its allocable deduction and credit of the Fund, regardless of whether by the Fund to such Partner. It is expected that annual U.S. federal tax information from portfolio investments will not be received in sufficient time to permit the Fund to incorporate such information into its annual U.S. federal tax information and to distribute such information to its investors prior to when their tax return reporting obligations become due. As a result, investors will likely be required to obtain extensions for filing U.S. federal, state and local income tax returns each year. The taxation of partners and partnerships is extremely complex. Prospective investors, in particular prospective non-U.S. and U.S. tax-exempt investors, are strongly urged to consult their own tax advisers concerning the tax consequences in light of their particular circumstances of making an investment in the Fund. ERISA Considerations Investment in the Fund is generally open to institutions, including pension plans, subject to the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The General Partner will use its reasonable best efforts to conduct the affairs and operations of the Fund so as to limit investment in the Fund by "benefit plan investors" (within the meaning will be liable for tax on tax credits of the Fund. treated as a partnership for U.S. generally will not be subject to U.S. will be required to include in share of the items of income, gain, loss, and to what extent distributions are made EFTA01398018 of Department of Labor regulations as modified by section 3(42) of ERISA) to less than 25% of each class of equity interests in the Fund. Each prospective investor subject to ERISA is urged to consult its own advisers as to the provisions of ERISA applicable to an investment in the Fund. Risk Factors and Potential Conflicts of Interest Special Counsel to the General Partner and the Manager An investment in the Fund involves significant risks and potential conflicts of interest. Each prospective investor should carefully consider and evaluate such risks and conflicts prior to purchasing an Interest. Debevoise & Plimpton LLP. Debevoise & Plimpton LLP is retained as English and U.S. counsel by the General Partner and the Manager in connection with the Fund. To the fullest extent permitted by law, it does not represent or owe any duty to any Limited Partner or the Limited Partners as a group in connection with such retention. Auditors to the General Partner Any of PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu, KPMG or Ernst & Young LLP. The auditors will be retained by the General Partner in connection with the Fund. To the fullest extent permitted by law, they do not represent or owe any duty to any Limited Partner or the Limited Partners as a group in connection with such retention. Confidential Private Placement Memorandum 45 EFTA01398019 Greg Martin Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Depositary Aztec Financial Services (UK) Limited, an AIFMD-compliant depositary, will be appointed by the Fund prior to the First Closing. The First Closing will not occur prior to the date on which such AIFMD-compliant depositary has been formally appointed as the Fund's depositary and fund administrator. Global Placement Agent Credit Suisse Asset Management Limited. Confidential Private Placement Memorandum 46 EFTA01398020 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP This page has intentionally been left blank Confidential Private Placement Memorandum 47 EFTA01398021 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP Section 7: Risk Factors Confidential Private Placement Memorandum 48 EFTA01398022 Greg Martin ec ion : Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Risk Factors An investment in the Fund involves a substantial degree of risk and should be considered only by Investors whose financial resources are sufficient to enable them to assume such risk (and the possible loss of some or all of their investment) and who have no immediate need for liquidity in their investment. Investors should carefully evaluate the following risk factors associated with an investment in the Fund. Past performance of the SOF Funds cannot be taken as an indication of the performance of the Fund. Investors should make their own assessment of the risks and rewards of an investment in the Fund. Part A — Risks Related to an Investment in Secondary Private Equity Pooled investments in secondaries In many cases, the Manager expects that the Fund will have the opportunity to acquire a portfolio of investment funds or direct investments from a seller on an "all or nothing" basis. Certain of the investment funds or direct investments in the portfolio may be less attractive than others, and certain of the sponsors of such investment funds (or in some cases, the controlling investors in the portfolio companies) may be more familiar to the Manager than others, or may be more experienced or highly regarded than others. In such cases, it may not be possible for the Fund to carve out from such purchases those investments which the Fund considers (for commercial, tax, legal or other reasons) to be less attractive. Complex nature of due diligence and valuation process for GP-led Secondaries In traditional secondaries investments, secondaries investors typically provide liquidity to primary investors in private equity funds, and secondaries investors are able to rely on conducting due diligence on financial statements and periodic company updates originated by a common investment manager. By contrast, because many portfolios of direct investments being targeted by the Fund may be collections of the private equity assets of a seller other than private equity funds managed by a common investment manager, many GP-led Secondaries may lack the benefit of financial statements and periodic company updates that would be originated by a common investment manager. This may affect the ability of the Fund to conduct fundamental due diligence on the portfolio companies comprising such investment portfolios. Termination of the Fund's interest in an underlying fund The general partner or manager of an underlying fund may, among other things, terminate the Fund's interest in such underlying fund if the Fund fails to satisfy any capital call by that underlying fund or if the general partner or manager of that underlying fund determines that the continued participation of the Fund EFTA01398023 in the underlying fund would have a material adverse effect on the underlying fund or its assets. The Fund may fail to meet a capital call if an Investor fails to honor a capital call by the Fund and such shortfall cannot be made up by the other Investors, a new investor, a borrowing, the Manager or otherwise. Reliance on management of portfolio companies While it is the intent of the Fund to invest in underlying funds with proven investment fund managers and companies with proven operating management in place, there can be no assurance that such management will continue to operate successfully. Although the Fund will monitor the performance of each underlying fund and investment, it will rely upon management to operate the underlying funds and portfolio companies on a day- to-day basis. Confidential Private Placement Memorandum 49 EFTA01398024 G reg Martin Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Leverage The leveraged capital structure of some vintage funds and portfolio companies in which the Fund may directly or indirectly invest will increase the exposure of such investments to adverse financial or economic conditions such as significantly rising interest rates, severe economic downturns or deterioration in the condition of the investment or its corresponding market. Under such conditions, the value of the Fund's direct or indirect investment in a portfolio company could be significantly reduced or even eliminated. There may be a substantial amount of indebtedness in connection with such portfolio company investments. Global financial markets have experienced a variety of difficulties and changed economic conditions in recent years. These developments and new developments, if they occur, could have a significant effect upon the availability and terms of financing, as well as the purchase and sale price of assets, and accordingly, could adversely affect the Fund's or an underlying fund's ability to make or dispose of investments, the type of investments that may be made and the returns received with respect to such investments. Investments in troubled and leveraged companies The Fund may invest indirectly, through the underlying funds, in securities of financially troubled companies and securities of highly leveraged companies. While these investments are likely to be particularly risky, they also may offer the potential for correspondingly high returns. Under certain circumstances, payments to the underlying funds and distributions by the underlying funds to their investors, including to the Fund, may be reclaimed on bankruptcy or insolvency if any such payment is later determined to have been a preferential payment. Venture capital investments The Fund may invest in interests in limited partnerships devoted to early stage venture capital investments, which is a segment of the venture capital business with the highest degree of investment risk. Typically, the portfolio companies in which such limited partnerships invest have no operating history, unproven technology, untested management and unknown future capital requirements. These companies often face intense competition, often from established companies with much greater financial, manufacturing and technical resources, more marketing and service capabilities, and a greater number of qualified personnel. To the extent there is a public market for the securities of these companies, they may be subject to abrupt and erratic market price movements. The indirect investments by the Fund in limited partnerships focused on investments of this type will be highly speculative EFTA01398025 and may result in the loss of the Fund's entire capital contributions in respect of such investments There can be no assurance that any such losses will be offset by gains (if any) realized in other portfolio companies of the Fund. Valuation Market events and valuation issues may impact the Fund and the underlying funds. The valuation methodology and timing may vary between the investments made by the Fund and therefore impact the valuation analysis of the Fund. Lack of liquidity of the Fund's investments The return of capital on investments and the realization of gains, if any, will generally occur only upon the partial or complete disposition of an investment. Investments will generally be highly illiquid compared to other asset classes, and it is unlikely that there will be a public market for most of the investments made. No established market for secondaries investments There is no established market for secondaries investments and although there has been an increasing volume of sales of secondaries investments, no liquid market is expected to develop for secondaries. Moreover, the market for secondaries has been evolving and is likely to continue to evolve. The Manager expects that the Fund may acquire interests in investment funds and direct private equity investments in portfolio companies on an opportunistic basis from existing investors in such funds (and not from the issuers of such interests) and from existing holders of direct investments (and not from the portfolio companies directly). There can be no assurance that the Fund will be able to Confidential Private Placement Memorandum 50 EFTA01398026 Greg Martin ec ion : Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP identify sufficient secondaries investment opportunities or that it will be able to acquire sufficient secondaries investments on attractive terms. Risks of investing on a secondary basis in real estate and real estate- related assets Secondary investments in investment funds that invest in real estate and real estate-related assets are subject to various risks, including adverse changes in national or international economic conditions, adverse local market conditions, the financial conditions of tenants, buyers and sellers of properties, changes in the availability or terms of financing, changes in interest rates, exchange rates, real estate tax rates and other operating expenses, environmental laws and regulations, zoning laws and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of certain property types or the availability of purchasers to acquire properties, risks due to dependence on cash flow, risks and operating problems arising out of the presence of certain construction materials, as well as acts of God, uninsurable losses, war, terrorism, earthquakes, hurricanes, volcanoes or floods and other factors which are beyond the control of an investor. Multiple levels of expense The Fund and the underlying private equity funds in which it invests impose management and/or administrative costs, expenses and performance allocations. This will result in greater expense to the Investors than if such costs, expenses and allocations were not charged by the Fund and Investors were able to invest directly in the underlying private equity funds in which the Fund invests or the portfolio companies of those underlying funds. Contingent liabilities associated with investment fund interests acquired in secondary transactions Where the Fund acquires an interest in an investment fund in a secondaries transaction, such Fund may acquire contingent liabilities of the seller of the interest More specifically, where the seller has received distributions from the relevant private equity fund and, subsequently, that private equity fund recalls one or more of these distributions, the Fund (as the purchaser of the interest to which such distributions are attributable and not the seller) may be obliged to return monies equivalent to such distributions to the private equity fund While the Fund may, in turn, make a claim against the seller for any such monies so paid to the private equity fund, there can be no assurances that the Fund would prevail on such claim. Underlying funds invest independently EFTA01398027 The underlying funds in which the Fund will invest generally invest wholly independently of one another and may at times hold economically offsetting positions. To the extent that such underlying funds hold such positions, considered as a whole they may not achieve any gain of loss despite incurring fees and expenses in connection with such positions. In addition, a manager of such an underlying fund may be compensated based on the performance of its investments. Accordingly, there may often be times when a particular manager may receive incentive compensation in respect of its investments for a period even though the overall value of such underlying funds depreciated during such period. Investors will not have any direct interest in a portfolio investment The offering of the Interests does not constitute a direct or indirect offering of interests in portfolio investments. Investors will not be limited partners in the underlying funds in which the Fund will invest, will have no direct interest in such underlying funds and will have no voting rights in, or standing or recourse against, any such funds. Moreover, none of the Investors will have the right to participate in the control, management or operations of any such underlying fund or have any discretion over the management of any such underlying fund by reason of their investment in the Fund. Confidential Private Placement Memorandum 51 EFTA01398028 Greg Martin ection : Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Limited ability to negotiate secondary transaction terms Where the Fund makes an investment on a secondary basis, the Fund will generally not have the ability to negotiate the amendments to the constitutional documents of an underlying fund, enter into side letters or otherwise negotiate the legal or economic terms of the interest in the underlying fund being acquired. Investments longer than term The Fund may make investments that may not be exited or realized in full prior to the date that the Fund will be liquidated, either by expiration of the Fund's term or otherwise. Although the Manager expects that target investments will be disposed of or otherwise realized prior to liquidation, the Fund may have to sell, distribute, or otherwise dispose of investments at a disadvantageous time as a result of its liquidation. Part B — Risks Related to an Investment in the Fund Nature of Fund investments An investment in the Fund requires a long-term commitment, with no certainty of return or of an Investor receiving any distributions from the Fund. There most likely will be little or no near- term cash flow available to Investors. Many of the Fund's investments will be highly illiquid, and there can be no assurance that the Fund will be able to realize such investments in a timely manner. Consequently, dispositions of such investments may require a lengthy time period or may result in distributions in kind to the Investors. Additionally, the Fund will typically acquire securities that cannot be sold except pursuant to a registration statement filed under the Securities Act or in a private placement or other transaction exempt from registration under the Securities Act and that complies with any applicable non-U.S. securities laws. The securities in which the Fund will directly or indirectly invest generally will be the most junior in what typically will be a complex capital structure, and thus subject to the greatest risk of loss. Certain of the Fund's investments may be in businesses with little or no operating history. Since the Fund may only make a limited number of investments, and since the Fund's investments generally will involve a high degree of risk, poor performance by a few of the investments could severely affect the total returns to the Limited Partners. The performance of portfolio investments of the SOF Funds is not necessarily indicative of the results that will be achieved by the Fund. Restrictions on transfer and withdrawal An investment in the Fund is suitable only for sophisticated investors who have the financial resources necessary to withstand the risk of a potential loss of their entire investment. There is no public market for the Interests, and none is expected to develop. The Fund Documents contain restrictions on the EFTA01398029 transferability of the Interests and the withdrawal of Investors. The Interests are not transferable except with the consent of the General Partner or the Manager, which may be withheld in their absolute discretion, and are subject to the terms and conditions of the Fund Documents. Investors may not withdraw capital from the Fund. Consequently, Investors should not expect to be able to liquidate their investments prior to the end of the Fund's term. Performance risk The performance of the Fund may not meet the Fund's target return. None of the Fund, the Manager, the U.S. Adviser, the General Partner or the Second GP guarantees any level of return to Investors or the repayment of capital from the Fund. Past performance of the SOF Funds cannot be taken as an indication of the future performance of the Fund. The Fund will make investments based on estimates or projections of internal rates of return and current returns, which in turn will be based on, among other considerations, assumptions regarding the performance of the Fund assets, the amount and terms of available financing and the manner and timing of dispositions, including possible asset recovery and remediation strategies, all of which are subject to significant uncertainty. In addition, events or conditions which have not been anticipated may occur and may have a significant effect on the actual rate of return received on the Fund's investments. The assumptions made by the Manager may not prove to be valid, and may be based in part upon Confidential Private Placement Memorandum 52 EFTA01398030 Greg Martin Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP projections of future events which are difficult to predict and beyond the control of the Fund and the Manager. Investors have no assurance that actual internal rates of return and current returns will equal or exceed the projected rates of return or that any capital will be returned to them. Poor performance by a few of the Fund's investments could substantially affect the total return to Investors. The Fund may, directly or indirectly, invest in private equity businesses which are believed to be sound and offer good prospects for growth. Such businesses may have little or no operating history. There can be no assurance that any business in which the Fund invests will perform to expectations. Losses borne exclusively by the Fund and its Partners The Manager and its affiliates will not be liable for any losses that the Fund may incur. Any such losses will be borne exclusively by the Fund and, in turn, by the Fund's Partners. Additional risk of loss as a result of the use of leverage The Fund may at any time, subject to the restrictions in the Fund Documents, borrow funds to make investments on a leveraged basis. The interest expense and other costs incurred in connection with such borrowing may not be recovered by income from investments purchased by the Fund. Gains realized with borrowed funds may cause the value of the portfolio held by the Fund to increase at a faster rate than would be the case without borrowings. If, however, investment results fail to cover the cost of borrowings, the value of the portfolio held by the Fund could decrease faster than if there had been no such borrowings. Additionally, if the investments fail to perform to expectations, the interest of Investors in the Fund would be subordinated to such leverage, which would compound any such adverse consequences. Further, to the extent income received from investments is used to make interest and principal payments on the Fund's borrowings, Investors may be allocated income, and therefore tax liability, in excess of cash received by them in distributions. Investors will be aware that the stability of certain financial markets has deteriorated in recent years. These and other unforeseeable factors may affect the ability of the Manager to find and/or secure finance for suitable investment opportunities for the Fund. Drawdowns and use of subscription line facilities The Fund may fund the making of portfolio investments with proceeds from drawdowns under one or more revolving credit facilities (the collateral for which can be, for example, the undrawn capital commitments of Investors) prior to calling Commitments. Drawdowns, including those used to pay interest on subscription line facilities and other indebtedness, may from time to time be "batched" together into larger, less EFTA01398031 frequent capital calls or closings, with the Fund's interim capital needs being satisfied by the Fund borrowing money from such credit facilities. Any such interim borrowings incurred are expected to be temporary and short-term in nature. The interest expense and other costs of any such borrowings will be fund expenses and, accordingly, decrease net multiples of the Fund. It is expected that interest will accrue on any such outstanding borrowings at a rate lower than the preferred return, which will begin accruing when drawdowns to repay borrowings used to fund such portfolio investments or interim expenditures are actually made to the Fund. The use of borrowing in this manner may therefore have the effect of accelerating the Special Limited Partner's entitlement to carried interest by decreasing the amount of preferred return that is required to be distributed to Investors. In light of the foregoing, the Manager has an incentive to cause the Fund to borrow in this manner in lieu of drawing down Commitments. As a general matter, use of borrowings in lieu of drawing down Commitments amplifies IRRs (either negative or positive) to Investors. Investment history Although the information herein and in other materials provided to the Investor in connection with the marketing of the Interests has been obtained from sources believed to be reliable, none of the Fund, the Manager or their respective affiliates guarantee its accuracy, completeness or fairness. The performance data relating to the SOF Funds presented herein and in the materials provided in connection with the marketing of the Interests is as of June 30, 2017 (unless noted otherwise) and may no longer be representative of the current position. Such data has not been audited or Confidential Private Placement Memorandum 53 EFTA01398032 Greg Martin ec ion : Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP otherwise verified by any outside party and should not be construed as representative of the returns that may be achieved in the future. The return data does not reflect a composite and has not been presented in accordance with Association for Investment Management Research (AIMR) standards. No assurance can be given that the past investments made by any of the SOF Funds would be suitable for the Fund. Past performance is not an indication of future results and no representation or warranty is made as to the returns which may be experienced by Investors. Availability of investments and competitive nature of the Fund's business The business of the Fund is highly competitive. The success of the Fund depends on the ability of the Manager to identify and select appropriate investment opportunities as well as the Fund's ability to acquire such investments in a competitive environment. The Fund will be competing for investment opportunities against other investors, including private equity funds and hedge funds. The availability of investments and/or the price of such investments will be affected by these competitors for such investments, many of which (i) have financial and strategic resources significantly in excess of those of the Fund, (ii) may make competing offers for investment opportunities that are identified by the Fund, and (iii) may be willing to offer terms more favorable than those offered by the Fund. Competition for investment opportunities may increase, thus reducing the number of opportunities available to the Fund and adversely affecting the terms upon which investments can be made. Consequently, the Manager may be unable to identify a sufficient number of investment opportunities for the Fund and the Fund may be unable to acquire investments on attractive terms. There is no guarantee that suitable investments will be or can be secured, or that they will be successful, or that they will meet the Fund's requirements in respect of diversity. There can be no assurance that the Manager will be able to identify and consummate a sufficient number of investments to permit the Fund either to invest all of its capital, to diversify its investments to the extent anticipated, or to meet the Fund's return objectives. Also, the Fund may incur bid costs on transactions that may not be successful, and consequently the Fund may not be able to recover such costs, which would adversely affect returns. No assurance is given that the Fund's investment objective will be achieved. Dependence on the Manager, key personnel and service providers Investors will have no opportunity to control the day-to-day operations of the Fund, including investment and disposition decisions. In order to safeguard their limited liability for the debts and obligations of the Fund, Investors must rely EFTA01398033 entirely on the General Partner, and by virtue of the relevant agreements, the Manager, and their respective personnel to supervise, conduct and manage the affairs of the Fund. The success of the Fund depends in substantial part on the skill and expertise of the Key Persons and other investment executives of the Manager and the U.S. Adviser. There can be no assurance that such persons will continue to be associated with the Manager or the U.S. Adviser (as the case may be) throughout the life of the Fund. The loss of the skill and expertise of such persons could have a material adverse effect on the Fund. In addition, Investors should be aware that the Manager and certain personnel of the Manager (including the Key Persons) will continue to devote such time and attention to the management of the SOF Funds as is required to discharge their duties relating to the ongoing activities of the SOF Funds. The Fund is reliant on the performance of its depositary for its successful operation, and may be materially affected by a failure in the depositary's performance. Lack of operating history Although members of the Manager's investment team have had extensive experience investing in the private equity sector, the Fund, the Manager, the U.S. Adviser, the General Partner and the Second GP are newly formed entities with no operating history upon which to evaluate the Fund's likely performance. Investors must rely upon the Manager to identify, structure and implement investments consistent with the Fund's investment objectives and policies. Prior affiliation with Deutsche Bank As described in "History" in Section 1: Executive Summary of this Memorandum, not all members of the investment and Confidential Private Placement Memorandum 54 EFTA01398034 Greg Martin Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP operations teams that were involved in the management of the SOF Funds at Deutsche Bank have joined the Manager and the U.S. Adviser. Accordingly, in evaluating the past performance of the SOF Funds, prospective investors should note that the partners and employees of the Manager and the U.S. Adviser were formally part of Deutsche Bank, a large institution, and, in connection with the investments comprising the track record of the SOF Funds, such persons functioned as part of a larger group within Deutsche Bank and the success or otherwise of the SOF Funds should not be solely attributed to the partners and employees of the Manager and the U.S. Adviser. Liquidity risk The Fund's investments are typically expected to be highly illiquid investments that are not listed on a stock exchange or for which there may only be a limited number of potential buyers. Political and regulatory considerations (including limitations on ownership and approval rights) could also affect the ability of the Fund to buy or sell investments on favorable terms. As a result, there can be no assurance that the Fund will be able to realize cash from such investments in a timely manner, and dispositions of such investments may require a lengthy time period or may result in distributions in kind to Investors. Moreover, the realizable value of a highly illiquid investment may be less than its intrinsic value or the valuation assigned to it by the Fund. Distributions in kind Although, under normal circumstances, it is intended that the Fund will make distributions in cash, it is possible that upon the liquidation of the Fund and in certain other circumstances as set out in the Fund Documents distributions may be made in kind (or in specie) and could consist of securities for which there is not a readily available public market, securities that are subject to legal and contractual transfer restrictions or securities of entities unable to make distributions. Investor risk Investors will be obliged to meet drawdown notices promptly, and failure to do so may subject an Investor to severe consequences as set out in the Fund Documents, including without limitation forfeiture of its Interest. Should an Investor fail to provide the money drawn down from it promptly, the Fund may be unable to consummate the investment for which the money was to be provided or may be unable to meet other obligations when due. As a result, the Fund may be subjected to significant penalties (which could materially and adversely affect the returns to Investors) and money provided by the other Investors may be returned to them without having been EFTA01398035 invested and will be subject to recall. If a defaulting Investor's Interest is forfeited, the total Commitments may be reduced, which will limit both the number of investments the Fund can still make, and the diversity of its investments including those that it has already made. Further, in the event that an Investor fails to comply with its obligations under the Fund Partnership Agreement to provide certain information, and comply with certain procedures, to enable the Fund to comply with the recently enacted U.S. Hiring Incentives to Restore Employment Act, such failure may subject an Investor to severe consequences as set out in the Fund Documents. Amounts and timings of payments to the Fund are uncertain Drawdowns may occur at any point, and for any amount (up to an Investor's undrawn commitment to the Fund), during the life of the Fund, including after the termination of the Investment Period. Risks associated with unspecified transactions There are risks and uncertainties to Investors with respect to the selection of investments. Investors will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the investments to be made by the Fund and, accordingly, will be dependent upon the judgment and ability of the Manager in sourcing suitable transactions and in investing and managing the assets of the Fund. No assurance can be given that the Fund will be successful in obtaining suitable investments at attractive prices or that it will be able to fully invest Commitments. Confidential Private Placement Memorandum 55 EFTA01398036 reg Martin ection : Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Valuation risk The Fund will be relying upon the Manager for valuation of its investments. The Fund's investments in many cases will be difficult to value due to various factors, including the nature of private equity assets, the absence of readily ascertainable market values and comparables, and limited sources of useful valuation information. In addition, the valuation of an investment may not always be consistent with, and therefore may be higher than, the price at which the investment could be sold on any particular valuation date. Such valuations will be subject to inherent uncertainty, and will be made under a number of assumptions which may not ultimately be realized. There can be no assurance that the valuations will in fact represent the actual value of the investments or the amounts that could at such time or may ultimately be realized with respect to the investments. Valuation uncertainties may be compounded if there are problems with the economies of the markets in which the Fund operates. Absence of Investment Company Act protection The Fund is not required to, and will not, register as an investment company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and, accordingly, the provisions of the Investment Company Act (which, among other things, require investment companies to have a majority of disinterested directors, require securities held in custody to at all times be individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company and regulate the relationship between the adviser and the investment company) are not applicable. Tax risks The Fund and/or the Investors could become subject to additional or unforeseen taxation in jurisdictions in which the Fund operates or invests. In addition, withholding taxes and other local source taxes may be imposed on the Fund's earnings. These taxes may not be creditable or deductible by the Fund or its subsidiaries or the Investors. While it is intended that the activities of the Fund, the General Partner, the Second GP, the Manager and their respective offices should not create a permanent establishment or other form of taxable presence of the Fund or any of its subsidiaries in any jurisdiction in which the Fund or any of its subsidiaries, or the General Partner, the Second GP, the Manager or any of their respective offices, operates or invests, there is a risk that the relevant tax authorities in one or more of such jurisdictions could take a contrary view. If for any reason the Fund or any of its subsidiaries is held to have a permanent establishment or other such presence in any such jurisdiction, the Fund or EFTA01398037 such subsidiary could be subject to significant taxation in such jurisdiction. Base Erosion and Profit Shifting The Organization for Economic Co-operation and Development (the "OECD") together with the G20 countries has committed to reduce perceived abusive global tax avoidance, referred to as base erosion and profit shifting ("BEPS"). As part of this commitment, an action plan has been developed to address BEPS with the aim of securing revenue by realigning taxation with economic activities and value creation by creating a single set of consensus based international tax rules. As part of the BEPS project it is anticipated that new rules dealing with the operation of double tax treaties, the definition of permanent establishments and how hybrid instruments are taxed will be introduced. Depending on if and how these proposals are implemented, they may have a material impact on how returns to Investors are taxed. Such implementation may also give rise to additional reporting and disclosure obligations for Investors. Some OECD countries, including the UK, have begun the process of implementing the BEPS proposals. In addition to national implementation of BEPS, the European Council has adopted Anti-Tax Avoidance Directives that address many of the same issues. The measures included in the Anti-Tax Avoidance Directives are required to be implemented into the national law of each EU Member State, to take effect from no later than either January 1, 2019, January 1, 2020 or January 1, 2022 depending on the provision and the Member State. Confidential Private Placement Memorandum 56 EFTA01398038 Greg Martin Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Global taxes The Manager may make certain decisions to maximize pre-tax returns that result in tax-exempt Investors incurring greater tax costs than might otherwise be the case. For example, in some cases, the Manager may forego certain actions with regard to acquisition, financing, management and disposition of investments that would reduce taxes because such actions would reduce overall pre-tax returns to all the Investors. Investments and holding structures will be considered on their merits by the Manager but without regard to the taxation, legal or other circumstances of the Investors. Change in tax law There may be changes in the tax laws or interpretations of tax laws in jurisdictions in which the Fund or any of its subsidiaries operates, is managed, is advised, is promoted or invests, or in which Investors are resident, that are adverse to the Fund, its subsidiaries, or the Investors. Changes to taxation treaties or interpretations of taxation treaties between one or more such jurisdictions and the countries through which the Fund or any of its subsidiaries holds investments or in which an Investor is resident may adversely affect the Fund's ability to efficiently realize income or capital gains. Consequently, it is possible that the Fund or its subsidiaries may face unfavorable tax treatment in such jurisdictions that may materially adversely affect the value of the Fund's investments. Tax treatment There can be no assurance that the structure of the Fund or of any investments will be tax-efficient for any particular Investor. Investors are urged to consult their own tax advisers with reference to their specific tax situations. Phantom income There can be no assurance that the Fund will have sufficient cash flow to permit the Fund to make distributions to Investors in amounts necessary to enable them to pay all tax liabilities resulting from their ownership of Interests. See also Section 9: Certain Legal, ERISA and Tax Considerations. Risks from changes in the taxation of carried interest The ability of the Manager to achieve the investment objectives of the Fund depends, to a substantial degree, on the ability of the Manager and its affiliates to retain and motivate its investment professionals and other key personnel, and to recruit talented new personnel. The ability of the Manager and its affiliates to recruit, retain and motivate their professionals is dependent on their ability to offer highly attractive incentive opportunities. Legislation has recently been enacted in the U.S. which treats certain capital gain income that is recognized by an investment partnership and EFTA01398039 allocable to a partner affiliated with the sponsor of the partnership (i.e., carried interest) as short-term capital gain generally taxed at ordinary rates to such partner for U.S. federal income tax purposes. It is currently unclear the impact this legislation will have on the Manager and its affiliates or any professionals of such organizations, however, it is possible this legislation (or if additional similar legislation were enacted, such other legislation) would materially increase their tax liability with respect to their entitlement to carried interest. This may adversely affect the Manager's and its affiliates' ability to attract and retain certain investment professionals, which may have an adverse effect on their ability to achieve the investment objectives of the Fund. Corporate offense of failure to prevent the facilitation of tax evasion The UK Criminal Finances Act 2017 introduced, with effect from September 30, 2017, a corporate offence of failure to prevent the criminal facilitation of tax evasion. The offence can be committed by bodies corporate and partnerships, wherever incorporated or formed and could therefore impact the Fund and its investments. The offence is committed when an associated person of the body corporate or partnership commits criminal facilitation of tax evasion when acting in the capacity of an associated person. The offense is wide in scope and catches facilitation of foreign tax evasion as Confidential Private Placement Memorandum 57 EFTA01398040 Greg Martin Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP well as UK tax evasion. It is a complete defense if the body corporate or partnership has reasonable procedures in place designed to prevent persons associated with it from committing tax evasion facilitation offences. The Manager intends to (i) implement reasonable procedures to prevent associated persons from committing criminal facilitation of tax evasion, and (ii) consider the offence in respect of the Fund's investments. It is nevertheless possible that an English court would not find these procedures reasonable and the Manager could be found guilty of this criminal offence and subject to unlimited financial penalties. Co-investment risks, counterparty risks and investments via other entities The Fund may make investments via other entities and in a joint venture, co- investment or partnership arrangement with other parties. This may involve alternative investment vehicles (where the Fund may cause the Investors to transfer a portion of their Commitments to such entities), partnerships, joint ventures, companies, trusts or other entities. Such arrangements may involve additional risks (such as the risk that the Manager will not be as familiar with the operation of such entities, or the risk of higher costs associated with their formation, structuring or operation, or relationships with co-venturers deteriorating) and the Fund's investment via such entities may be impacted by other parties if made on a joint venture, co-investment or partnership basis (e.g., where a co- venturer, co-investor or partner defaults on its funding obligations, or is in a position to take action contrary to the Fund's objectives due to having economic or business interests or goals that are not consistent with those of the Fund, or where the Fund is liable for actions of such co-venturer, co-investor or partner). Additionally, to the extent that a co- venturer, co-investor or partner operates a project, the Fund will bear the risk of actions or omissions by such co- venturer, co-investor or partner. While the Manager will seek to limit the extent to which such factors can affect the Fund, such actions or omissions may not be sufficient to protect the Fund from loss. There is a risk that co-venturers, co-investors, partners or counterparties may default on their contractual obligations to the Fund or the Fund's investments. Any such default would likely have an adverse effect on the value of the Fund's investments and on the returns to Investors. In addition, the Fund may coinvest with other parties through partnerships, joint ventures or other entities. Under such circumstances, there is the possibility that the entity in which the Fund's investment is made or such co-investor may have economic or business interests or goals that are not entirely consistent with those of the Fund. In addition, the Fund may, in certain EFTA01398041 circumstances, be liable for actions of its co-investors. Dilution from subsequent closings Investors subscribing for Interests after the First Closing will participate in existing investments of the Fund, diluting the interest of existing Investors therein. Although such Investors will contribute their pro rata share of prior Fund drawdowns (plus interest), there can be no assurance that this payment will reflect the fair value of the Fund's existing investments at the time such additional Interests are subscribed for. Indemnification The Fund will indemnify, and hold harmless, the General Partner, the Second GP, the Manager, the U.S. Adviser and each of their respective affiliates who have acted directly or indirectly on behalf of the Fund; each of the current and former officers, directors, employees, managers, agents of any of the General Partner, the Second GP, the Manager, the U.S. Adviser and each of their respective affiliates who have acted directly or indirectly on behalf of the Fund; each person serving, or who has served, as a member of the Fund Advisory Committee (and, with respect to claims or damages arising out of or relating to such service only, the Investor that such person represents and each of such Investor's officers, directors, employees, partners, members, managers, agents and other representatives); and any other third party designated by the General Partner as a covered person who serves at the request of the General Partner or the Manager directly or indirectly on behalf of the Fund from and against any liabilities, actions, proceedings, claims, costs, demands and expenses to which they may become subject by reason of their activities on behalf of the Fund, unless such liabilities, actions, proceedings, claims, costs, demands and expenses result from certain conduct of such indemnified person as specified in the Fund Partnership Agreement. Indemnification of these indemnified persons may impair the financial condition of the Fund and its ability to acquire investments or otherwise achieve its investment objective or meet its obligations. Furthermore, the Investors may be required to return certain distributions for the purpose of satisfying any claim under such indemnity, subject to certain limitations. Confidential Private Placement Memorandum 58 EFTA01398042 G reg Martin Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Short-term investments Amounts drawn down from Investors will be invested by the Fund in short-term instruments pending investment in secondaries transactions. During such interim periods, these short-term investments may produce lower returns for Investors than the returns earned by direct investors in the underlying private equity funds in which the Fund invests (or by direct investors in portfolio companies) for the same period. Follow-on investments The Fund may be called upon to provide follow-up funding for portfolio companies or have the opportunity to increase its investment in such portfolio companies. There can be no assurance that the Manager will wish to make follow-on investments or that the Fund will have sufficient funds to do so. Any decision by the Manager not to make follow-on investments or its inability to make them may have a substantial negative impact on a portfolio company in need of such an investment or may diminish the Fund's ability to influence the portfolio company's future development. Risks upon disposition of investments In connection with the disposition of an investment in a portfolio company or otherwise, the Fund may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of any business, or may be responsible for the contents of disclosure documents under applicable securities laws. The Fund may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities, which might ultimately have to be funded by the Investors. The Fund Partnership Agreement contains provisions to the effect that if there is any such claim in respect of a portfolio company, it may be funded by the Investors to the extent that they have received distributions from the Fund, subject to certain limitations. Furthermore, the Investors may, under certain circumstances, be required to return certain distributions for the purpose of satisfying certain other obligations and liabilities of the Fund of which they are Investors. Recourse to all assets The assets of the Fund, including any investments made by the Fund, are available to satisfy all liabilities and other obligations of the Fund. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund's assets generally and not be limited to any particular assets, such as the asset representing the EFTA01398043 investment giving rise to the liability. This may result in the Fund disposing of assets it holds in order to satisfy liabilities arising from other assets. Defaulting Investors are subject to the discretion of the Manager If an Investor fails to meet drawdown notices, the Manager may delay, suspend or forfeit such Investor's right to receive payments from the Fund or the return of Commitments to such defaulting Investor. Expedited transactions Investment analyses and decisions by the Manager may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Manager at the time of an investment decision may be limited, and the Manager may not have access to detailed information regarding the investment opportunity. Therefore, no assurance can be given that the Manager will have knowledge of all relevant circumstances that may adversely affect an investment. In addition, the Manager may rely upon independent consultants in connection with its evaluation of proposed investments; however, no assurance can be given that these consultants will accurately evaluate such investments, and the Fund may incur liability as a result of such consultants' actions. Confidential Private Placement Memorandum 59 EFTA01398044 Greg Martin Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Emerging markets risk The Fund may hold interests in investments of the underlying funds in countries that are considered "emerging markets". Investors should consider a number of risks associated with investments in emerging markets countries. For example, investments may be subject to changing political environments, regulatory restrictions, and changes in government institutions and policies, any of which could adversely affect private investments. In addition, changes in policy with regard to taxation, fiscal and monetary policies, repatriation of profits, and other economic regulations are possible, any of which could have an adverse effect on private investments. Laws and regulations in emerging markets, particularly those relating to foreign investment and taxation, may be subject to change or evolving interpretation. In addition, to the extent that the Fund indirectly holds assets in local currencies in countries outside the United States, the Fund will be exposed to a degree of currency risk that may adversely affect performance. In addition, investments may be made in countries where generally accepted accounting standards and practices differ significantly from those practiced in the United States, the United Kingdom and certain other European countries. The evaluation of potential investments and the ability to perform due diligence may be affected. The Fund and/or the Investors could become subject to additional or unforeseen taxation in jurisdictions in which they have indirect investments. Changes to taxation treaties (or their interpretation) between the jurisdictions in which Investors are tax resident and the countries in which the Fund has direct or indirect investments may adversely affect their ability to efficiently realize income or capital gains. Moreover, certain of the transactions of underlying funds or their fund investments may be undertaken through local brokers, banks or other organizations outside the United States and the United Kingdom, and the underlying funds and their fund investments will be subject to the risk of default, insolvency or fraud of such organizations. The countries in which the Fund has indirect investments may control, in varying degrees, the repatriation of capital and profits that results from foreign investments. There can be no assurance that the underlying funds and their fund investments will be permitted to repatriate capital or profits, if any, over the life of their activities. No separate counsel Debevoise & Plimpton LLP will act as special counsel to the Manager and the General Partner and may act as counsel to underlying private equity funds in which the Fund invests in connection with their organization, offering and ongoing investment activities. The Fund, the Manager and the General Partner have EFTA01398045 acknowledged and agreed that, in certain instances, Debevoise & Plimpton LLP, as counsel to an underlying private equity fund in which the Fund invests, may have to withdraw as counsel to the Manager and the General Partner if a conflict arises between the Fund and such underlying fund. In such an instance, the Fund would be required to retain additional counsel. Separate counsel has not been engaged to act on behalf of Investors in the Fund. To the fullest extent permitted by law, Debevoise & Plimpton LLP does not represent or owe any duty to any Investor or to the Investors as a group in connection with its role as special counsel to the Manager and the General Partner. Diverse investor group Investors may have conflicting investment, tax and other interests with respect to their investments in the Fund. As a consequence and in connection with decisions made by the Fund, including with respect to the nature or structuring of investments, decisions may be more beneficial for one Investor than for another Investor, especially with respect to Investors' particular tax situations. In selecting and structuring investments appropriate for the Fund, the Manager will consider the investment and tax objectives of the Fund and its Investors as a whole, not the investment, tax or other objectives of any specific Investor. Sovereign status of certain investors Certain Investors may enjoy sovereign or other immunities and privileges under English or foreign law and may claim to be or insist on being restricted in their ability to submit to the jurisdiction of particular courts and tribunals, including those designated in the Fund Documents. These factors may make it substantially more difficult for the Manager and the other parties to the Fund Documents to enforce the contractual obligations of such an Investor, including for example its obligations to comply with any drawdown notice, which may have adverse consequences for the Fund and the other Investors. Confidential Private Placement Memorandum 60 EFTA01398046 reg Martin ec ion : Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Side letters The General Partner or the Manager may enter into other written agreements with one or more Limited Partners which have the effect of establishing additional rights or alerting or supplementing the terms of the Fund Partnership Agreement (each, a "Side Letter"). Any such Side Letter may entitle a Limited Partner to make an investment in the Fund on terms other than those described herein, in the Fund Partnership Agreement and in the deeds of adherence relating to the purchase of Interests. Any such terms, including with respect to (i) reporting obligations of the Fund, (ii) transfers to affiliates, (iii) withdrawal rights due to adverse tax or regulatory events, (iv) consent rights to certain Fund Partnership Agreement amendments, (v) payment of fees, or (vi) any other matters, may be more favorable than those offered to any other Limited Partners. If the General Partner or the Manager enters into a Side Letter entitling a Limited Partner to be excused from an investment of the Fund, other Investors may be required to increase their funded commitment by their pro rata share of the unfunded amount. Part C — General Risks General market risk General movements in local and international stock markets, prevailing economic conditions, investor sentiment and interest rates could all affect the market price of the listed securities of entities in which the Fund holds indirect interests. Investors will be aware that, in recent years, the stability of certain financial markets has significantly deteriorated, certain market participants are in financial distress, the availability of credit has significantly declined in certain markets and the value of financial assets has become more volatile and, in certain circumstances, has generally fallen. These and other unforeseeable factors may adversely affect the value of the Fund's investments. Economic conditions General: The Fund's activities and results may be affected by a number of economic factors that are outside the control of the Fund, the Manager, the U.S. Adviser, the General Partner and the Second GP. These factors include interest rates, inflation, deflation, general levels of economic activity, the price of securities and participation by other investors in the financial markets. There is no assurance that lenders will continue to provide financing at current or historic valuation levels to private equity. Instability in the securities, currency, commodity and other markets may also increase the risks inherent in the Fund's investments. Interest rates: Certain underlying investment assets of the Fund may be highly leveraged. Movements in the level of EFTA01398047 interest rates may affect the returns from these assets more significantly than investments in other types of assets. In particular, the type of debt, maturity profile, interest rates and covenants in place are among the factors which could affect the timing and magnitude of returns. Inflation and deflation: Inflation or deflation may affect the Fund's investments adversely in a number of ways. During periods of rising inflation, interest and dividend rates of any instruments in which the Fund has invested, or which investments or entities related to investments may have issued, could increase, which would tend to reduce returns to Investors. Inflationary expectations or periods of rising inflation could also be accompanied by rising prices of commodities that are critical to the operation of certain assets (e.g., infrastructure) or to the return expected with respect to such assets. During periods of high inflation, capital tends to flee to other assets, such as (historically) gold, which may adversely affect the prices at which the Fund is able to sell certain investments. Certain underlying investments may have fixed income streams and, therefore, there may be limited cash available for distribution. The market value of such investments may decline in value in times of higher inflation rates. Some of the Fund's underlying investments may have income linked to inflation through contractual rights or other means. However, as inflation may affect both income and expenses, any increase in income may not be sufficient to cover increases in expenses. During periods of deflation, the demand for the products and/or services provided by the businesses or assets in which the Fund may have indirectly invested could fall, reducing the revenues generated by, and so the value of, such investments and therefore reducing returns to Investors. Where the operating costs and expenses associated with any Confidential Private Placement Memorandum 61 EFTA01398048 Greg Martin Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP such investments do not fall by a corresponding amount, the rate of return to Investors could be further reduced. Periods of deflation are often characterized by a tightening of money supply and credit, which could limit the amounts available to the Fund with which to make and/or leverage investments, and so limit the number and size of investments that the Fund may make and affect the rate of return to Investors. Such economic constraints could also make certain assets in which the Fund may invest and related businesses more illiquid, preventing the Fund from divesting such assets efficiently and so reducing the return to Investors from such investments. Deflation may also make it more difficult for investments which are leveraged at the asset level to meet or service their debt obligations, due to reductions in revenues and increases in the size of the debt relative to the overall value of an investment. Currency risks Commitments will be denominated, and drawdowns and distributions made, in U.S. dollars but the Fund may make and realize investments in currencies other than U.S. dollars and, as a result, the value of investments may go up or down solely as a result of changes in currency exchange rates. The Fund will incur costs in connection with conversions between various currencies. The Manager will attempt to maximize U.S. dollar revenues and sales proceeds, and the Fund and its underlying investments may engage in hedging transactions to reduce currency risk. There can be no assurance, however, that such hedging transactions, if the Fund chooses to enter into them, will fully protect against the risk of currency fluctuations. Moreover, hedging transactions themselves may involve additional risks and result in transaction costs. Investors should be aware that if their reference currency is a currency other than U.S. dollars, their investment in the Fund may be adversely affected by any reduction in the value of the U.S. dollar relative to their reference currency. They may also incur the further transaction costs of converting U.S. dollars into another currency. Such Investors are strongly urged to consult their financial advisers with a view to determining whether they should enter into hedging transactions to offset these risks. Status of debt markets and availability of financing In recent years, disruptions in the debt markets have caused a significant decrease in the availability of financing, an increase in interest rates (despite decreases in base rates) and a tightening of lending and underwriting standards for investments in general. Such conditions may impair the Fund's ability to obtain financing or refinancing to fund the acquisition of investments, or such financing may be available to the Fund EFTA01398049 on less favorable terms. In addition, because purchasers of investments held directly or indirectly by the Fund typically require acquisition financing to fund a portion of the purchase price, these conditions may adversely affect the availability of favorable exit opportunities for such investments. This could have a serious adverse effect on the Fund's ability to implement its investment strategy and generate returns. The continuation or worsening of the disruptions in the debt markets could have an adverse impact on the availability of credit to businesses generally. Under the U.S. Dodd - Frank Wall Street Reform and Consumer Protection Act, and under other international bank regulatory frameworks, such as Basel III, banking organizations and other financial institutions are required to hold additional regulatory capital and to meet more stringent liquidity, leverage and other similar tests. The timing, scope and cumulative effect of these regulatory developments is not fully known, but they may result in lenders being less willing and able to extend credit to borrowers like the Fund and/or increased costs to lenders, which are passed on to borrowers such as the Fund. Legal, tax and regulatory risks of private funds Legal, tax and regulatory changes could occur that may adversely affect the Fund. The legal, tax and regulatory environment for funds that invest in alternative investments is evolving, and changes in the regulation and market perception of such funds, including changes to existing laws and regulations and increased criticism of the private equity and alternative asset industry by some politicians, regulators and market commentators, may adversely affect the ability of the Fund to pursue its investment strategy and the value of investments held by the Fund. In recent years, market disruptions and the dramatic increase in the capital allocated to alternative investment strategies have led to increased governmental as well as self-regulatory scrutiny of the alternative investment fund industry in general. Recently, there has been significant discussion regarding greater governmental scrutiny and/- or potential regulation of the private investment industry, as private equity and other private investment firms become more significant participants in the broad-based economy. It is in many cases uncertain what form such enhanced scrutiny and/or regulation on the private equity industry ultimately may take and in what jurisdictions such measures may be implemented. Therefore, there can Confidential Private Placement Memorandum 62 EFTA01398050 Greg Martin ec ion : Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP be no assurance as to whether any such regulatory scrutiny or initiatives will have an adverse impact on the private investment industry, including the ability of the Fund to achieve its objectives. It is impossible to predict what, if any, changes may be instituted with respect to the regulations applicable to the Fund, the Manager, the U.S. Adviser, the General Partner, the Second GP and their respective affiliates, the markets in which they operate and invest or the counterparties with which they do business, or what effect such legislation or regulations might have. There can be no assurance that the Fund, the Manager, the U.S. Adviser, the General Partner, the Second GP and their respective affiliates will be able, for financial reasons or otherwise, to comply with future laws and regulations, and any regulations which restrict the ability of the Fund to implement its investment strategy. Brexit The UK has formally notified the European Council of its intention to leave the European Union ("Brexit"). Under the process for leaving the European Union contemplated in article 50 of the Treaty on the Functioning of the European Union, the UK will remain a member state until a withdrawal agreement is entered into, or failing that, two years following the notification of the intention to leave. The terms and precise timetable of withdrawal are unknown at this time. Furthermore, as a result of Brexit, other European countries may seek to conduct referenda with respect to their continuing membership with the European Union. Given these possibilities and others that are not anticipated, at this time, it is difficult to predict how the UK withdrawal from the European Union will be implemented and what the economic, tax, fiscal, legal, regulatory and other implications will be for the asset management industry, the broader European and global financial markets generally and for private funds such as the Fund and the Fund's investments. This uncertainty is likely to continue to impact the global economic climate and may impact opportunities, pricing, availability and cost of bank financing, regulation, values or exit opportunities of companies or assets based, doing business, or having service or other significant relationships in, the UK or the European Union, including companies or assets held or considered for prospective investment by the Fund. The future application of European Union-based legislation to the private fund industry in the UK and the European Union will ultimately depend on how the UK renegotiates its relationship with the European Union. There can be no assurance that any renegotiated terms or regulations will not have an adverse impact on the Fund and its investments, including the ability of the Fund to achieve its investment objectives. EFTA01398051 Brexit may result in significant market dislocation, heightened counterparty risk, an adverse effect on the management of market risk and, in particular, asset and liability management due in part to redenomination of financial assets and liabilities, and increased legal, regulatory or compliance burden for Investors, the Manager and/or the Fund, each of which may have a negative impact on the operations, financial condition, returns or prospects of the Fund. Brexit may also have an adverse effect on the tax treatment of the Fund and its investments. In particular, the European Union directives preventing withholding taxes being imposed on intra-group dividends, interest and royalties may no longer apply to payments made into and out of the UK, meaning that instead the UK's double tax treaty network would need to be relied upon. Further, there may be changes to the operation of VAT. While the most immediate impacts on corporate transactions will likely be related to changes in market conditions, the development of new regulatory regimes and parallel competition law enforcement may have an adverse impact on transactions, particularly those occurring in, or impacted by conditions in, the UK and Europe. Anti-money laundering compliance The General Partner, the Second GP or the Manager may be required by law, regulation or government authority or where it is in the best interests of the Fund, in each case as a whole, to disclose information in respect of the identity of Investors. In addition, the General Partner, the Second GP or the Manager may be required by law, regulation or government authority to disclose certain information about the Fund and its arrangements with Investors, including disclosing the existence of, disclosing copies of, and reporting certain information about, any side letters or other arrangements that the Fund enters into with Investors that allow Investors to invest in the Fund under terms that vary from those applicable to other Investors. The General Partner, the Second GP or the Manager may be required by law, regulation or government authority to suspend the account of an Investor or take other anti-money laundering steps. Where the General Partner, the Second Confidential Private Placement Memorandum 63 EFTA01398052 Greg Martin Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP GP or the Manager is required to take such action, the relevant Investor must indemnify the Fund against any loss suffered. Risks related to electronic communications The Manager, the General Partner and the Fund's service providers may provide to each Investor statements, reports and other communications relating to the Fund and/or each such Investor's Interest in electronic form, such as email or via a password protected website ("Electronic Communications"). Electronic Communications may be modified, corrupted or contain viruses or malicious code, and may not be compatible with an Investor's electronic systems. In addition, reliance on Electronic Communications involves the risk of inaccessibility, power outages or slowdowns for a variety of reasons. These periods of inaccessibility may delay or prevent receipt of reports or other information by one or more of the Investors. Cybersecurity The Manager, the U.S. Adviser, the General Partner and the Fund's service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the Fund and/or the Investors, despite the efforts of the Manager, the U.S. Adviser, the General Partner and the service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to the Fund and the Investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to, these systems of the Manager, the U.S. Adviser, the General Partner, the Fund's service providers, counterparties or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of the Manager's systems to disclose sensitive information in order to gain access to the Manager's data or that of the Investors. A successful penetration or circumvention of the security of the Manager's systems could result in the loss or theft of an Investor's data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Manager, the U.S. Adviser, the General Partner, the Fund or their respective service providers to incur EFTA01398053 regulatory penalties, reputational damage, additional compliance costs or financial loss. Pay-to-play laws, regulations and policies A number of U.S., state and municipal pension plans have adopted so-called "pay-to-play" laws, regulations or policies that prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including investments by public retirement plans. The SEC has also adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after such investment adviser or certain of its executives or employees make a contribution to certain elected officials or candidates. If the Manager, the U.S. Adviser, Credit Suisse Asset Management Limited (in its capacity as the placement agent) or their respective affiliates fail to comply with such pay-to-play laws, regulations or policies, such non-compliance could have an adverse effect on the Fund. Forward looking information This Memorandum and other materials prepared and provided to the Investor in connection with the marketing of the Interests may contain projections, forecasts, targeted returns, illustrative returns, estimates, objectives, beliefs and similar information. Forward looking information is provided for illustrative purposes only and is not intended to serve as, and must not be relied upon by any Investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Fund. Some important factors that could cause actual results to differ materially from those in any forward looking information include changes in interest rates and changes in domestic and foreign business, market, financial, political and legal conditions. The performance of the Fund Confidential Private Placement Memorandum 64 EFTA01398054 Greg Martin Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP may be materially different from the forward looking information. THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE OR CONCLUSIVE EXAMINATION OF THE RISKS RELATED TO AN INVESTMENT IN THE FUND. POTENTIAL INVESTORS SHOULD READ THIS MEMORANDUM IN ITS ENTIRETY AND ARE URGED TO CONSULT THEIR PROFESSIONAL ADVISERS BEFORE DECIDING WHETHER TO INVEST IN THE FUND. Confidential Private Placement Memorandum 65 EFTA01398055 Greg Martin G endower Capital Secondary Opportunities Fund IV, LP Section 8: Conflicts of Interest Confidential Private Placement Memorandum 66 EFTA01398056 Greg Martin Section 8: Conflicts of Interest Glendower Capital Secondary Opportunities Fund IV, LP Conflicts of Interest General Investors should be aware that there will be situations where the Manager and its affiliates may encounter potential conflicts of interest in connection with the Fund's investment activities. The following discussion details certain potential conflicts of interest that should be carefully considered before making an investment in the Fund. By acquiring an Interest and to the fullest extent permitted by applicable law, each Investor will be deemed to have acknowledged the existence of any such actual and potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest. The Fund will be dependent on the Manager to identify and manage all such conflicts of interest. The General Partner and the Manager will consult with the Fund Advisory Committee with respect to material issues involving actual or potential significant conflicts of interest, methods of valuation and certain other matters in accordance with the Fund Partnership Agreement, unless the General Partner and the Manager have been advised by counsel that disclosure of such potential or actual conflict of interest is, or may reasonably be, prohibited for regulatory or legal reasons (in which case, where the conflict cannot be satisfactorily resolved, the applicable transaction may not be consummated). The following non-exhaustive discussion sets forth certain potential conflicts of interest. In the Fund Documents, Investors will be required to acknowledge and consent to the existence of the conflicts of interest described. Conflicts among certain Investors Investors may have conflicting investment, tax and other interests with respect to their investments in the Fund. As a consequence and in connection with decisions made by the Fund, including with respect to the nature or structuring of investments, decisions may be more beneficial for one Investor than for another Investor, especially with respect to particular tax situations of the Investors. In selecting and structuring investments appropriate for the Fund, the Manager will consider the investment and tax objectives of the Fund and the Investors as a whole, not the investment, tax or other objectives of any specific Investor. Broken deal expenses and abort fees Any broken deal expenses or abort fees relating to any investment opportunity that is not consummated will be allocated entirely to the Fund and not to any other co-investor unless such co- investor has agreed otherwise. Investment by members of the management team Partners and employees of the Manager and the U.S. Adviser may invest EFTA01398057 personal funds directly or indirectly into the Fund or through other parallel investment entities. As such, their decisions may be influenced by the presence of their investment, and may not be completely unbiased. Carried Interest The entitlement of certain partners and employees of the Manager and the U.S. Adviser to receive the economic benefit of the Carried Interest received by the Special Limited Partner may create an incentive for the Manager to make more speculative investments on behalf of the Fund than it would otherwise make in the absence of such Carried Interest. The existence of Carried Interest and its tax treatment may result in conflicts of interest between the Manager and Investors with respect to the management and disposition of investments and the determination of the order, timing and amount of distributions by the Fund. Confidential Private Placement Memorandum 67 EFTA01398058 Greg Martin Section 8: Conflicts of Interest Glendower Capital Secondary Opportunities Fund IV, LP The fact that the Carried Interest is linked to the performance of the Fund may create an incentive for the Manager to cause the Fund to make investments that are more speculative than would be the case in the absence of performance-based compensation, or to take action that may increase the short-term, as opposed to long-term, value of investments. Fund Advisory Committee The Fund will be dependent on the Manager to identify conflicts of interest. A Fund Advisory Committee will be established comprising representatives of certain Investors selected by the Manager. The Manager intends to consult the Fund Advisory Committee, as appropriate, with respect to material issues involving actual or potential conflicts of interest between the interests of the Fund and the Manager and its affiliates (unless the General Partner or the Manager has been advised by counsel that disclosure of such conflicts or potential conflicts is, or is reasonably likely to be, prohibited for regulatory or legal reasons, in which case, where the conflict cannot be satisfactorily resolved, the applicable transaction may not be consummated). The Fund Advisory Committee will be comprised of members representing specific Investors and will not owe any duties to other Investors, whether individually or as a group. Confidential Private Placement Memorandum 68 EFTA01398059 Greg Martin Glendower Capital Secondary Opportunities Fund IV, LP This page has intentionally been left blank Confidential Private Placement Memorandum 69 EFTA01398060 Greg Martin Glendower Capital Secondary Opportunities Fund III, LP Section 9: Certain Legal, ERISA and Tax Considerations Confidential Private Placement Memorandum 70 EFTA01398061 Greg Martin Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP Certain Legal, ERISA and Tax Considerations The AIFMD73 Valuation The Manager has decided that the nature of the investments that will be held by the Fund is such that there is no need for an external valuer. The Fund's valuations will be prepared in accordance with the UK AIFM Regulation on a fair value principle, based on U.S. GAAP and Accounting Standards Codification ("ASC") 820 Fair Value Measurement. ASC 820 establishes a fair value hierarchy that prioritizes sources and valuation techniques. Accordingly, the Fund will be valued at an 'exit price' which is the value that would be received on selling the investment in an orderly transaction, between market participants at the measurement date. The Manager will establish a valuation committee (the "Valuation Committee") to perform an assessment of valuations provided by the relevant investment specialists, together with acquisition information that has been gathered to understand each individual Investment. Deirdre Davies, the Manager's Chief Operating Officer, chairs the Valuation Committee and is also responsible for the Manager's valuation policy and procedures. Ms. Davies is not responsible for the Manager's deal activity or portfolio management, is functionally independent from the Manager's portfolio management activities, and the Manager has put in place such measures as it considers reasonably necessary to mitigate conflicts of interest that may arise in connection with the valuation of the Fund's investments. Therefore, in the Manager's view, Ms. Davies has sufficient independence to oversee the valuation policy and procedures in accordance with the Manager's compliance obligations. The Valuation Committee members, its terms of reference and the Manager's valuation policy will be periodically assessed and internally audited to ensure compliance with the principles of the AIFMD. Fair treatment of Investors Please see Section 8: Conflicts of Interest for a summary of the policies established by the Manager in relation to conflicts of interest. In addition, as described more fully in Section 6: Summary of Terms and Conditions, the Manager has a clear and defined approach to side letter arrangements. Further, amendments to the Fund Partnership Agreement which would materially and adversely affect a Limited Partner in a way which discriminates against such Limited Partner vis-à-vis the other Limited Partners or increase the Commitment of a Limited Partner will require the consent of the affected Limited Partner. Liquidity management As the Fund is a "closed-ended AIF" (as defined in the AIFMD) and the EFTA01398062 Investors will not have any redemption rights in respect of their Interests, there is no meaningful liquidity risk to manage. Manager's professional liability risk Glendower holds a professional indemnity insurance policy. This insurance policy covers the professional indemnity insurance requirements of the AIFMD in respect of Glendower acting as the Fund's AIFM. Governing law and legal implications of the contractual relationship The Fund will be an English limited partnership, registered under the Limited Partnerships Act 1907 and designated as a 73 The Manager may provide further information as required under article 23 of the AIFMD in a supplement to this Memorandum. Confidential Private Placement Memorandum 71 EFTA01398063 Greg Martin ec ion 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP "private fund limited partnership". The Fund Partnership Agreement will be governed by English law and all parties to the agreement will irrevocably agree that the courts of England and Wales have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Fund Partnership Agreement and the documents to be entered into pursuant to it. Investors will offer to subscribe for Interests pursuant to a deed of adherence governed by the laws of England and Wales and all parties to the deed of adherence will irrevocably agree that the courts of England and Wales have nonexclusive jurisdiction to settle any disputes which may arise out of or in connection with the deed of adherence. Investors whose offers to subscribe for Interests are accepted by the General Partner and the Manager will become limited partners in an English private fund limited partnership and will become party to the Fund Partnership Agreement constituting the Fund. Investors' interests in the Fund will be as limited partners and will not be certificated but will be recorded on the register of limited partners maintained by the Fund. Investors will have no opportunity to control the dayto-day operations of the Fund, including investment and disposition decisions. A judgment of a non-English court will create an obligation that is actionable in England. To enforce that obligation, an Investor would need to commence proceedings in the courts of England, in which the judgment is sued upon as a debt. For a foreign judgment to be recognized by the English courts it must, inter alia, be final and conclusive in the court which pronounced it, it must