EFTA01396782.pdf

GLDUS126 Pacific Life Insurance Co CONFIDENTIAL Glendower Access Secondary Opportunities IV (U.S.), L.P. Overview April 2018 STRICTLY CONFIDENTIAL FOR INVESTMENT PROFESSIONAL AND QUALIFIED INVESTOR USE ONLY EFTA01396782 GLDUS126 Pacific Life Insurance Co Important Information The information contained herein (the "Presentation") is for informational and discussion purposes only and is not, and may not be relied on in any manner as, legal, tax or investment advice, any recommendation or opinion regarding the appropriateness or suitability of any investment or strategy, or as an offer to sell or a solicitation ofan offer to buy an interest in Glendower Capital Secondary Opportunities Fund IV, LP (the "Underlying Fund") or Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Access Fund"). A private offering of interests in the Access Fund will be made only pursuant to the Access Fund's Private Placement Memorandum (the "Offering Memorandum"), which will be furnished only to qualified prospective investors on a confidential basis. The Presentation is qualified in its entirety by reference to the Offering Memorandum, which contains more detailed information about the Access Fund's investment objective, terms and conditions and also contains tax information and risk disclosures that are important to any investment decision regarding the Access Fund. No person has been authorized to make any statement concerning the Access Fund other than as set forth in the Offering Memorandum and any such statements, if made, may not be relied upon. The information contained herein must be kept strictly confidential and may not be reproduced or redistributed in any format without the approval of the General Partner of the Access Fund and the General Partner ofthe Underlying Fund. This Presentation, other than the description of the Access Fund Terms, was not created for the Access Fund and does not describe an investment in the Access Fund. There are important differences between the Access Fund and the Underlying Fund described in the Presentation. An investment in the Access Fund is not suitable for all investors. Prospective investors should be aware that investing in the Access Fund involves a high degree of risk. There can be no assurance that the Access Fund or the Underlying Fund will achieve their investment objectives or that investors will receive a return on their capital. The possibility of partial or total loss of capital will exist and prospective investors must be prepared to bear capital losses that may result from investments. There will be restrictions on transferring interests in the Access Fund, investments may be leveraged and the investment performance may be volatile. Before deciding to invest in the Access Fund, prospective investors should read the Offering Memorandum and pay particular attention to the Risk Factors contained therein. The fees and expenses charged in an investment in the Access Fund may be higher than the fees and expenses of other investment alternatives and may offset profits. 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. Investors should have the financial ability and willingness to accept the risk characteristics of the Access Fund's investments. Potential conflicts of interest may arise between the General Partner and the Limited Partners, such conflicts of interest are describedmore fully in the Offering Memorandum. EFTA01396783 In considering any performance data contained in the Presentation, you should bear in mind that past or targeted performance is not indicative of future results, and there can be no assurance that the Access Fund or the Underlying Fund will achieve comparable results. Prospective investors should also bear in mind that past or targeted portfolio characteristics are not indicative of future portfolio characteristics and there can be no assurance that any fund will have comparable portfolio characteristics or that target portfolio characteristics will be achieved. The value of investments can go down as well as up. In addition, there can be no assurance that unrealized investments will be realized at the valuations shown as actual realized returns will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs, and the timing and manner of sale, all ofwhich may be different from the assumptions on which the valuations contained herein are based. IRRs presented on a "gross" basis do not reflect any management fees, carried interest, taxes and allocable expenses borne by investors, which in the aggregate may be substantial. Therefore, actual performance of the Underlying Fund after deduction ofsuch fees and expenses would be lower than the gross performance reflected in this Presentation. Further, investors in the Access Fund will experience lower returns than investors committing directly to the Underlying Fund as a result of the additional fees and expenses associated with an investment in the Access Fund. Nothing contained herein should be deemed to be prediction or projection of future performance ofthe Underlying Fund or the Access Fund. STRICTLY CONFIDENTIAL FOR INVESTMENT PROFESSIONAL AND QUALIFIED INVESTOR USE ONLY 2 EFTA01396784 GLDUS126 Pacific Life Insurance Co Important Information (Continued) NOTE: Historical returns presented herein do not include any fees and expenses that would be associated with an investment in the Access Fund, which would have the effect oflowering the net returns experienced by an investor. Benchmarks and financial indices are shown for illustrative purposes only and are provided for the purpose ofmaking general market data available as a point of reference only. Such benchmarks and financial indices may not be available for direct investment, may be unmanaged, assume reinvestment of income, do not reflect the impact of any trading commissions and costs, management or performance fees, and have limitations when used for comparison or other purposes because they, among other reasons, may have different trading strategy, volatility, credit or other material characteristics. No representation is made that any benchmark or index is an appropriate measure for comparison. Alternative investments often are speculative and include a high degree of risk. Investors could lose all or a substantial amount of their investment. Alternative investments are suitable only for eligible, long-term investors who are willing to forgo liquidity and put capital at risk for an indefinite period of time. They may be highly illiquid and can engage in leverage and other speculative practices that may increase the volatility and risk of loss. Alternative Investments typically have higher fees than traditional investments. Investors should carefully review and consider potential risks before investing. Certain of these risks may include but are not limited to: • Loss of all or a substantial portion ofthe investment due to leveraging, short-selling, or other speculative practices; • Lack of liquidity in that there may be no secondary market for a fund; • Volatility of returns; • Restrictions on transferring interests in a fund; • Potential lack of diversification and resulting higher risk due to concentration of trading authority when a single advisor is utilized; Absence of information regarding valuations and pricing; • Complex tax structures and delays in tax reporting; • Less regulation and higher fees than mutual funds; and • Risks associated with the operations, personnel, and processes of the manager Purchasers of Interests will be limited partners in the Access Fund and will not be limited partners of the Underlying Fund, will have no direct interestin the Underlying Fund, will have no voting rights in the Underlying Fund and will have no standing or recourse against the Underlying Fund or the General Partner or Manager of the Underlying Fund or their respective officers, directors, members, partners, shareholders or employees, agents or affiliates (or any officer, director, member, partner, shareholder, employee or agent of any such affiliate). The offering of interests is not, and should not be considered, an offering of limited partner interests in the Underlying Fund. Moreover, none of the Access Fund, the General Partner of EFTA01396785 the Access Fund or any of their respective affiliates has the right to participate in the control, management or operations of the Underlying Fund or has any discretion over the management of 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. Returns to limited partnersin the Access Fund will be lower than those from a direct investment in the Underlying Fund. iCapital Advisors, LLC, a subsidiary of Institutional Capital Network, Inc. (d/b/a iCapital Network), is an investment adviser registered with the U.S. Securities and Exchange Commission ("SEC"). The registrations and memberships above in no way imply that the SEC has endorsed the entities, products or services discussed herein. Additional Information is available upon request. STRICTLY CONFIDENTIAL FOR INVESTMENT PROFESSIONAL AND QUALIFIED INVESTOR USE ONLY 3 EFTA01396786 GLDUS126 Pacific Life Insurance Co Additional Disclosures Regarding Certain Risk Factors The risks associated with investing in a private equity fund generally include: • Limited Regulatory Oversight - Since private equity funds are typically private investments, they do not face the same oversight and scrutiny from financial regulatory entities such as the Securities and Exchange Commission ("SEC") and are not subject to the same regulatory requirements as regulated investment companies, (i.e., open-end or closed -end mutual funds) including requirements for such entities to provide certain periodic pricing and valuation information to investors. Private equity offering documents are not reviewed or approved by the SEC or any US state securities administrator or any other regulatory body. Also, managers may not be required by law or regulation to supply investors with their portfolio holdings, pricing, or valuation information. • Portfolio Concentration; Volatility - Many private equity funds may have a more concentrated or less diversified portfolio than an average mutual fund. While a more concentrated portfolio can have good results when a manager is correct, it can also cause a portfolio to have higher volatility. • Strategy Risk - Many private equity funds employ a single investment strategy. Thus, a private equity fund may be subject to strategy risk, associated with the failure or deterioration ofan entire strategy. • Use of Leverage and Other Speculative Investment Practices - Since many private equity fund managers use leverage and speculative investment strategies such as options, investors should be aware of the potential risks. When used prudently and for the purpose of risk reduction, these instruments can add value to a portfolio. However, when leverage is used excessively and the market goes down, a portfolio can suffer tremendously. When options are used to speculate (i.e., buy calls, short puts), a portfolio's returns can suffer and the risk of the portfolio can increase. • Valuations — Further there have been a number ofhigh profile instances where private equity fund managers have mispriced portfolios, either as an act of fraud or negligence. • Performance - Past performance is not necessarily indicative and is not a guarantee of a private equity fund's future results or performance. Some private equity funds may have little or no operating history or performance and may use hypothetical or pro forma performance that may not reflect actual trading done by the manager or advisor and should be reviewed carefully. Investors should not place undue reliance on hypothetical or pro forma performance. • Limited Liquidity - Investors in private equity funds have limited rights to transfer their investments. In addition, since private equity funds are not listed on any exchange, it is not expected that there will be a secondary market for them. Repurchases may be available, but only on a limited basis. A private equity fund's manager may deny a request to transfer if it determines that the transfer may result in adverse legal or tax consequences for the private equity fund. • Tax Risks — Investors in certain jurisdictions and in private equity funds generally may be subject to pass-through tax treatment on their investment. EFTA01396787 This may result in an investor incurring tax liabilities during a year in which the investor does not receive a distribution of any cash from the fund. In addition, an investor may not receive any or only limited tax information from private equity funds and may not receive tax information from underlying managers in a sufficiently timely manner to enable an investor to file its return without requesting an extension of time to file. In certain jurisdictions a lack oftax information may result in an investor being taxed on a deemed basis at an adverse rate of tax. • Fees and Expenses - Most private equity funds charge both an asset-based management fee and a performance-based incentive fee or allocation. As a result, the fees and expenses associated with private equity investing may exceed those ofa long-onlymutual fund. • Reliance on Fund Manager; Lack of Transparency - A private equity fund's manager or general partner has total investment authority over the private fund. There is often a lack of transparency as to a private equity fund's underlying investments. Because of this lack of transparency, an investor may be unable to monitor the specific investments made by the private equity fund or to know whether the investments are consistent with the private equity fund's historic investment philosophy or risk levels. Due to the risks mentioned above, it is important to perform proper due diligence in evaluating and choosing private equity fund managers to place your money with. There have been occasions when private equity fund managers took on too much risk in their portfolio and lost a substantial amount of their investors' money. STRICTLY CONFIDENTIAL FOR INVESTMENT PROFESSIONAL AND QUALIFIED INVESTOR USE ONLY 4 EFTA01396788 GLDUS126 Pacific Life Insurance Co Summary of Key Terms This is a summary of terms only. This summary of the Access Fund's terms is qualified in its entirety by the Private Placement Memorandum of the Access Fund, as may be amended and restated or supplemented from time to time, and the Amended and Restated Limited Partnership Agreement of the Access Fund. Underlying Fund Fund Name General Partner Investment Manager Structure Strategy Minimum Commitment Target Size Fund Term Capital Calls Investment Period Administrator Legal Counsel Reporting Placement Fee Management Fee3 Investment Period Two Years after the end of the Investment Period Thereafter through the end of the Fund terms Carried interest Subsequent Closing Fee (if not first close) Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital SOF IV (GP) Limited Glendower Capital, LLP English Private Fund Limited Partnership Invest in private equity assets on the secondary market globally $5 million $1.75 billion 7 years from the date of the Underlying Fund's Final Admission Date plus up to 5 1 one-year extensions (the first 3 one-year extensions are at the discretion of Glendower and the final 2 one-year extensions require the consent of the SOF IV advisory committee) For the purposes of making investments and/or paying expenses; generally upon 12 business days' prior written notice Four years from the Underlying Fund's Final Admission Date 1 An AIFMD-compliant depositary will be appointed by the Fund prior to the Underlying Fund's first closing. This first closing will not occur prior to EFTA01396789 the date on which such AIFMD-compliant depositary has been formally appointed as the Underlying Fund's depositary and fund administrator Debevoise & Plimpton LLP Audited annual accounts as well as unaudited quarterly financial statements (2nd and 3rd quarters only) and unaudited quarterly capital account statements N/A Net of 15 basis point discount against Underlying Fund fees reserved for Access fund only 1.10% of Committed Capital 5 0.85% of Invested Capital The greater of 90% of previous year and 0.25% of Invested Capital 5 4 Access Fund* Glendower Access Secondary Opportunities IV (U.S.), LP Glendower Access Secondary Opportunities IV GP, LLC iCapital Advisors, LLC Delaware Limited Partnership The Access Fund will invest substantially all of its investable assets into the Underlying Fund $250,000 N/A The Access Fund will continue in existence through the one-year anniversary of the dissolution of the Underlying Fund (and accordingly, shall extend automatically upon the extension of the Underlying Fund's term), with two additional one- year optional extension periods at the discretion of its General Partner Generally upon 7 business days' notice N/A Third Party Administrator Cleary Gottlieb Steen & Hamilton LLP Quarterly reports, capital account statements and year-end audited financial statements Up to 2.00% payable to DBSI or an affiliate thereof Access Fund Commitment <$3 million $3 - <$5 million $5 million+6 12.50% after an 8.00% preferred return with a 100% GP catch-up and full clawback Higher of (a) Three-month USD LIBOR plus 2.00% and (b) 8.00% During Investment Period4 1.00% EFTA01396790 0.75% 0.25% 2 2 Years Following Investment Period5 0.75% 0.60% 0.25% No additional carried interest will be charged by the Access Fund Same as the Underlying Fund, including contributions made by Feeder investors for fees and expenses of the Feeder * Note: Access Fund fees & expenses are in addition to all fees and expenses charged at the Underlying Fund. STRICTLY CONFIDENTIAL FOR INVESTMENT PROFESSIONAL AND QUALIFIED INVESTOR USE ONLY 5 Thereafter > of 90% of previous year or 0.25%5 EFTA01396791 GLDUS126 Pacific Life Insurance Co Summary of Key Terms Note: Investors in the Access Fund will be subject to fees, expenses and performance compensation of the Underlying Fund in addition to the Access Fund Fee and Access expenses and will experience lower returns than investors committing directly to the Underlying Fund as a result of the fees and expenses associated with an investment in the Access Fund. DBSI will receive an additional fee, directly or indirectly from the Underlying Fund (or its affiliates thereof). 1) Final Admission Date shall mean the last day of the eighteenth calendar month following the month in which the Initial Closing occurs, or such later date as determined by the General Partner and consented to by the Advisory Committee. 2) DBSI in its sole discretion reserves the right to waive all or any portion ofthe Placement Fee payable by any particular Limited Partner. 3) The Access Fund Management Fee will be split between iCapital Advisors and DBSI, with a substantial portion rebated to DBSI. Please see the Private Placement Memorandum ofthe Access Fund for further information. 4) Calculation basis = Limited Partner's capital commitment. 5) Calculation basis = Invested Capital as fully defined in the Underlying Fund LPA (generally, Invested Capital at the Underlying Fund is the amount ofcapital invested in investments and the remaining unfunded obligations reasonably reserved for such investments.) 6) Investors making a subscription equal to or greater than $5 million have the option of investing directly into the Underlying Fund at the Underlying Fund's discretion. Any direct investors will not receive the 15 bps discount against management fees from the Underlying Fund. Investors who invest directly into the Underlying Fund will not be subject to Access Fund expenses. Note: DBSI also acts as placement agent for the Underlying Fund and will receive related marketing fees. Please see the Private Placement Memorandum of the Access Fund for further information. Neither Glendower Capital, LLP nor iCapital Advisors, LLC are affiliated with DBSI. STRICTLY CONFIDENTIAL FOR INVESTMENT PROFESSIONAL AND QUALIFIED INVESTOR USE ONLY 6 EFTA01396792 GLDUS126 Pacific Life Insurance Co Glendower Capital Secondary Opportunities Fund IV, LP 2nd QUARTER 2018 ACCREDITED INVESTORS AND QUALIFIED PURCHASERS ONLY STRICTLY CONFIDENTIAL EFTA01396793 GLDUS126 Pacific Life Insurance Co Disclaimer This confidential presentation (this "Presentation") is being communicated to a limited number of sophisticated persons (each, a "Recipient") by Glendower Capital, LLP ("Glendower"), which is authorized and regulated by the United Kingdom Financial Conduct Authority, for the purpose of providing certain summary information about certain existing and future funds and accounts that are managed or advised by Glendower, including in connection with your evaluation of a potential investment in the fund to be known as Glendower Capital Secondary Opportunities Fund IV, LP ("SOF IV" or the "Fund"). The information included in this Presentation is being made available to Recipients on a strictly confidential basis and may not be disclosed or discussed with any person other than any Recipient's affiliates or professional advisers who are bound by obligations of confidentiality on a need to know basis. Any past performance information herein is not necessarily indicative of future results and actual performance may differ materially from any projected or forecasted performance. This Presentation is not intended to form the basis of any investment decision and Recipients must not rely on this Presentation as part of any assessment of whether to subscribe for interests in the Fund. This Presentation may not be used for and does not constitute an offer to sell, or a solicitation of any offer to subscribe for or purchase any interests or to engage in any other transaction. The information in this Presentation is intended to facilitate discussion and is not necessarily meaningful or complete without such supplemental discussion. Each Recipient should consult its own attorney, business adviser and tax adviser as to legal, business, tax, accounting and related matters concerning the information contained herein and any future offering of SOF IV. Neither Glendower nor any of their respective affiliates makes any representation or warranty to any Recipient regarding the legality of an investment in the Fund, the income or tax consequences, or the suitability of an investment for such Recipient. This Presentation is not intended for distribution, and shall not be distributed, in any jurisdiction where such distribution would violate applicable securities laws. This Presentation can only be offered to Accredited Investors & Qualified Purchasers. This material is personal to each offeree and may only be used by those persons to whom it has been handed out. It is being provided to you upon your request for information concerning the Fund. Strictly not for redistribution. Please refer to the "Important Information," "Key Definitions," "Important Information on the Track Record," "Important Information for Recipients in Certain Jurisdictions" and "Notes to Investment Performance" sections at the end of this Presentation for further important information, including a list of defined terms and in respect of the performance information presented herein. All references in this Presentation to "$" or "US$" are to US dollars. Statements herein are made as of March 31, 2018, unless stated otherwise. STRICTLY CONFIDENTIAL EFTA01396794 8 EFTA01396795 GLDUS126 Pacific Life Insurance Co What is secondary private equity A primary private equity ("PE") investment is a direct investment into a PE fund at its inception — These funds typically contain few or no underlying assets at the time of investment — They usually have twelve to fifteen years of fund life remaining A secondary PE investment is an investment into existing PE-backed companies — Traditionally via the purchase of fund interests where the buyer acquires the selling investor's interests in a primary fund's remaining assets as well as taking on their commitments to meet capital calls in the future — This is typically 5+years into a primary PE fund's life but can be at any time — Given the absence of trading markets, secondary transactions are less efficient, can be complex and buyers require expertise and resources The secondary private equity market initially developed as a liquidity tool for primary PE investors. It has since expanded over the last two decades to include: — The sale and purchase of Limited Partner ("LP") interests in PE funds — The sale and purchase of direct PE investments and portfolios — Bespoke liquidity solutions for General Partners ("GPs") generally called GP-led restructurings including spin-outs, tail-end restructurings, asset liquidations, LP replacements and bespoke fund extensions STRICTLY CONFIDENTIAL 9 EFTA01396796 GLDUS126 Pacific Life Insurance Co Benefits of secondary private equity investing Attractiveness of secondary opportunities) Pricing Flexibility Mitigate Blind Pool Risk Mitigate JCurve 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 Secondaries can result in earlier cash flows) In '000 1,000 1,200 1,400 200 400 600 800 (800) (600) (400) (200) 1 Hypothetical timing of secondary transaction Timeframe of secondary investment 2 3 4 5 6 7 8 9 10 11 EFTA01396797 Years Capital calls and management fees Distributions Cumulative cash flows (1) This information is for discussion purposes and reflects Glendower Capital's own analysis. The graph is an example for illustrative purposes only and the actual profile of any given investment may vary substantially. STRICTLY CONFIDENTIAL 10 EFTA01396798 GLDUS126 Pacific Life Insurance Co Why invest in secondary private equity today? Secondaries market is strong at with US$58 billion of deal volume in 2017 — US$2.8 trillion of primary private equity NAV + unfunded — US$600 billion locked in funds 9+ years old Secondary market remains strong, increasingly driven by post crisis funds Pricing for funds stable but differentiated — Secondary pricing steady at 93% of NAV in 2017 — Price dispersion between high & low quality GPs / funds is increasing GP-led secondary transactions growing faster than market GP-led deals are evolving and growing — Bespoke liquidity solutions including spin-outs, tail-end restructuring, asset liquidations, LP replacements, bespoke fund extensions — These deals represent 24% of the market Distinctive investment strategies continue to seek attractive deals Steady supply of tail-end funds — Number of tail-end funds coming to market increasing, but overall US$ value decreasing due to smaller remaining NAV — Lack of NAV growth results in trading at moderate discounts The information set out in this slide is for illustrative purposes only and summarizes Glendower's analysis of certain information set out over the slides in Section 3 "Secondary Market Update" of this presentation. STRICTLY CONFIDENTIAL 11 EFTA01396799 GLDUS126 Pacific Life Insurance Co Contents 1 Introduction 2 Glendower Investment Strategy 3 Secondary Market Update 4 SOF III and IV Update 5 Glendower Capital Secondary Opportunities Fund IV Key Terms 6 Appendix STRICTLY CONFIDENTIAL 12 EFTA01396800 GLDUS126 Pacific Life Insurance Co Introduction1,2,3 Glendower Capital Secondary Opportunities Fund IV, LP ("SOF IV") Glendower Capital is an independent secondary private equity manager owned by its partners — Fully funded and operational since its team spun-off from Deutsche Asset Management on August 1st, 2017 — Glendower continues to advise and manage the legacy SOF Program with US$3 billion of third-party client assets Our mission is to deliver outstanding results for its investors — Strong buyout-like performance with an attractive risk profile, early cash flows and negligible loss ratio — Mature SOF Funds show 1.7x Net Multiple and over 20% Net IRR, overall program shows 1.5x Net Multiple and 23% Net IRR Glendower Capital is launching SOF IV to continue the successful value- investing strategy pursued since 2006 — Disciplined bottom-up underwriting of attractive assets managed by quality managers globally — Across a range of transactions: traditional fund secondaries, GP-led transactions and single asset deals — With focus on value creation through in-depth fundamental analysis as opposed to deal structuring and leverage The Fund is seeking US$1.75 billion in commitments with same key terms as prior fund — In the process of closing US$1.3 billion in a first close in May with ca. 50 investors — Second close before the summer at or above target and final closing in 4Q18 — Active pipeline with two deals for US$200 million closing in May / June and two near term opportunities for additional US$200 million (1) Performance as of September 30, 2017. Mature funds include SOF, SOF D and SOF II; overall SOF Program includes SOF, SOF D, SOF II and SOF III; (2) Performance figures have been calculated based on the unaudited performance results of SOF, SOF D, SOF II and SOF III as of September 30, 2017, and should be read and reviewed in conjunction with the "Important Information" and "Notes to the Investment Performance" sections of this presentation. The "Notes to Investment Performance" section in particular includes, among other things, a description of the terms used in the tables above and sets forth important guidelines and limitations as to the performance described above. Net performance data reflects amounts net of expenses, fees and carried interest. Investors should consult with their own advisers as to the appropriate factors to be considered in evaluating this information. 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. (3) Glendower Capital Secondary Opportunities Fund IV, L.P. ("SOF IV" or the "Fund") is being formed by Glendower Capital, LLP ("Glendower"), which is authorized and regulated by the United Kingdom Financial Conduct Authority. The Fund is seeking US$1.75 billion in total commitments with the aim of generating attractive risk adjusted investment returns, principally EFTA01396801 in the form of capital appreciation, through the acquisition, holding 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 from the secondary market. The Fund will target globally, but primarily in the US 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"), (ii) the acquisition of interests in portfolios of private equity assets on the secondary market in transactions with greater complexity including spin-in / spin-outs, tail-end restructuring, asset liquidations, and LP tenders (each such investment interest, a "GP-led Secondary"), and (iii) investments in an individual portfolio company alongside private equity fund sponsors (each such investment, a "Single Asset Deal"). STRICTLY CONFIDENTIAL 13 EFTA01396802 GLDUS126 Pacific Life Insurance Co Glendower Capital Overview Established investment team active in the secondary market since 20031 Glendower Capital at a glance Independent partnership Established platform Seasoned team Extensive database & relationships Established operational processes — Team spun-off from Deutsche Bank in 2017 — Privately owned by its partners, fully funded — Senior team has worked together for 15 years — US$3 billion in total client assets2 — London and New York offices — 23-strong team expected to grow to 28+ by 2H18 — 16 investment professionals with an average of 12 years of relevant experience 2003 — Invested in over 350 fund interests over 90 deals — Screened thousands of funds over 10 years — Integrated, self-contained processes — Developed by the Team over 10 years Carlo Pirzio-Biroli and Charles Smith co-found the SOF business, a self-contained unit with its own investment and operational processes Adam Graev opens New York Office Team raises SOF II US$614m Glendower engaged by Deutsche Bank as advisor and delegated portfolio manager of SOF Funds for remaining life of funds 2005 2006 EFTA01396803 2007 2010 2011 2014 2017 Team's history Carlo Pirzio-Biroli, Charles Smith, Chi Cheung, Deirdre Davies & Francesco Rigamonti start working together to restructure US$6bn Deutsche Bank PE proprietary portfolio Team raises SOF US$565m Team raises SOF D US$147m3 Team raises SOF III US$1.65bn Entire 15-strong investment team & COO spins-off from Deutsche Bank in Aug 2017 to form Glendower (1) Period since 2003 includes time spent by members of the core senior management team at Deutsche Bank. (2) Actual committed to SOF Funds. (3) SOF D is a Euro denominated fund. US$ values have been converted at the September 30, 2017 EUR/US$ rate of 1.1822. STRICTLY CONFIDENTIAL 14 EFTA01396804 GLDUS126 Pacific Life Insurance Co Glendower Capital Team Core members of senior team have worked together for 15 years Relevant years of experience Carlo Pirzio-Biroli 22 Managing Partner, CEO — London Deutsche Bank; CDB Web Tech; General Electric; The Boston Consulting Group MBA, Columbia Business School; MEng, Rome Univ. Charles Smith 28 Managing Partner, CIO — London Deutsche Bank; Bankers Trust; Coopers & Lybrand MA, Cambridge University; ACMA Adam Graev 23 Partner — New York Deutsche Bank; Pomona; Lehman Brothers; Chatterjee/Soros; Cowen BA, Colgate University Chi Cheung 20 Partner — London Deutsche Bank MA, Cambridge University Deirdre Davies 16 Joshua Glaser 22 Partner, COO — London Deutsche Bank; ABN Amro; KPMG BCom, KZN University, South Africa; CA (SA) Partner, Client Coverage — New York Deutsche Bank; Paul Capital; Forum Capital; CIBC Oppenheimer BS, Tufts University Rikesh Mohandoss 13 Principal, New York 5 years with the team Jonathan Roome 3 Associate, London 2 years with the team Louise Schoeman 10 EFTA01396805 Vice President, Finance, London Re-joined team in 2017 Devrup Banerjee 9 Vice President, London 5 years with the team Doug O'Connell 3 Associate, New York Joined in 2017 Katherine Weaver 15 Principal, Funds CFO, New York 9 years with the team Aldrich Chan 8 Vice President, New York 4 years with the team Rafael Enriquez - Hesles 3 Associate, New York Joined in 2018 [hiring — 1018] -Vice President, Fund Controller, New York Emilio Olmos 15 Managing Director — London ADIA; UBS; Deutsche Bank; Credit Suisse MSc, HEC Paris; MEng, Polytechnic Univ. of Madrid Philippe Ferneini 9 Vice President, London 3 years with the team Sheldon Lee 2 Analyst, London Joined in 2018 [hiring — 1018] -Vice President, Tax, New EFTA01396806 York Victoria Loidl 9 Vice President, London 5 years with the team [hiring — 1018] -Associate, London Maxine Turner 20 Executive Assistant London 2 years with the team Francesco Rigamonti 20 Senior Advisor — London Deutsche Bank; Gallo & Co. MBA, University of Chicago Booth; MA, Milan Univ. Elena Smirnova 7 Vice President, London 2 years with the team Helena Turley 12 Client Relations, London Re-joined team in 2017 Maria Gianoli-Franklin 10 Executive Assistant New York Joined in 2017 STRICTLY CONFIDENTIAL 15 EFTA01396807 GLDUS126 Pacific Life Insurance Co Established track record SOF Funds as of September 30, 20171,2,3 Fund Vintage (development stage) Fund size Transactions, funds, companies # Gross multiple Gross IRR Net multiple (TVPI4) Net distributed (DPI4) Net IRR Peak net contributed capital SOF 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.Ox 37% 2.3x 2.1x 29% 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 EFTA01396808 35 / 149 / 2,837 1.4x 31% 1.3x 0.3x 30% 44% 1.6x 28% 1.5x 0.9x 23% US$2,980m Total (1) Performance figures have been calculated based on the unaudited performance results of SOF, SOF D, SOF II and SOF III as of September 30, 2017 and should be read and reviewed in conjunction with the "Important Information" and "Notes to Performance Information" sections of this presentation. Gross returns are gross of fees, expenses and carried interest. Net performance reflects amounts net of expenses, fees and carried interest. Investors should consult with their own advisers as to the appropriate factors to be considered in evaluating this information. Past performance is not a prediction of the future performance of SOF, SOF D, SOF II or SOF III but is included to demonstrate the track record of the Glendower SOF Team and there can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved. See "Important Information on the Track Record" sections of this Presentation. (2) SOF D is a Euro denominated fund. US$ values have been converted at September 30, 2017 EUR/US$ rate of 1.1822. (3) 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. (4) TVPI = Total Value to Paid in Capital; DPI = Distributions to Paid in Capital; IRR = Internal Rate of Return. STRICTLY CONFIDENTIAL 16 EFTA01396809 GLDUS126 Pacific Life Insurance Co Consistent top returns among peers SOF Funds vs Cambridge Associates' secondary funds performance1,2,3 Secondary funds: Net IRR4 to limited partners Lower Quartile 10% 15% 20% 25% 30% 35% 40% 45% 50% 0% 5% 04 05 06 07 08 09 10 11 12 13 14 Upper Quartile Median Secondary funds: Net multiple5 to limited partners 2.5x 2.Ox SOF D 29% SOF 22% SOF II 20% 1.Ox SOF III 30% 1.5x SOF TVPI = 1.84x DPI = 1.80x SOF D TVPI = 2.3x DPI = 2.1x SOF II TVPI = 1.5x DPI = 1.2x EFTA01396810 SOF III TVPI = 1.3x DPI = 0.3x 0.5x 0.Ox '04 '05 '06 Index DPI '07 '08 '09 '10 '11 '12 '13 '14 Index RVPI SOF funds DPI SOF funds RVPI (1) Source: Cambridge Associates Secondaries Benchmark statistics as of September 30, 2017 based on data compiled from 140 secondary funds with a minimum of 8 funds per year, including fully liquidated partnerships, formed between 2004 and 2014. Each SOF Fund is shown benchmarked against their respective vintage peer group. This information reflects a comparison of SOF, SOF D, SOF II and SOF III performance against one benchmark only; quartiles may differ when compared to other benchmarking sources. SOF, SOF D, SOF II and SOF III data is not included in the data set used to calculate the benchmark data. (2) 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 with the "Important Information" and "Notes to Investment Performance Information" sections of this document. (3) 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. (4) Internal rates of returns are net of fees, expenses and carried interest. Cambridge Associates research shows that most funds take at least six years to settle into their final quartile ranking, and previous to this settling they typically rank in 2-3 other quartiles; therefore fund or benchmark performance metrics from more recent vintage years may be less meaningful. Median is the middle fund IRR of the group of individual fund IRRs included in a vintage year (minimum 8 funds). Upper/ lower quartile are the thresholds for the upper (top 25%) and lower (bottom 25%) quartiles based on the individual fund IRRs included in a vintage year and are used in conjunction with the median to determine quartile placement (minimum 8 funds). (5) DPI = Distributions to Paid-In Capital; RVPI = Residual Value to Paid-In Capital; TVPI= Total Value to Paid-in Capital. TVPI, RVPI and DPI are pooled return aggregating all cash flows and ending NAVs in a sample to calculate a dollar-weighted return. STRICTLY CONFIDENTIAL EFTA01396811 17 Net IRR Net Multiples to Paid-in Capital EFTA01396812 GLDUS126 Pacific Life Insurance Co Buyout-like returns with a secondary risk profilel SOF Funds outperform Cambridge Associates buyout top-quartile benchmark TVPI in line with top-quartile buyout funds_ _With a secondary cashflow profile TVPI2 2.5x SOF D 30% SOF 2.0x SOF II 1.5x SOF III 1.Ox 1.5x SOF II 1.Ox 10% 0.5x 0.5x SOF III 5% 0.0x 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Vintage Year 0.0x 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Vintage Year Buy out Top Quartile SOF Program (1) 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 or SOF III 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 with the "Important Information" and "Notes to Investment Performance Information" sections of this presentation. (2) TVPI= Total Value to Paid-In Capital; DPI = Distributions to Paid -In Capital; Net IRR = Net Internal Rate of Return. TVPI and DPI are pooled return aggregating all cash flows and ending NAVs in a sample to calculate a dollar-weighted return. Net IRRs are net of fees, expenses and carried interest. Cambridge Associates research shows that most funds take at least six years to settle into their final quartile ranking, and previous to this settling they typically rank in 2-3 other quartiles; therefore fund or benchmark performance metrics from more recent vintage years may be less meaningful. Top quartile is the threshold for the upper (top 25%) quartile based on the individual fund IRRs included in a vintage year and are used in EFTA01396813 conjunction with the median to determine quartile placement (minimum 64 funds). STRICTLY CONFIDENTIAL 18 0% 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Vintage Year 20% 15% 2.0x SOF 25% SOF SOF II SOF D SOF D SOF III DPI2 2.5x Delivering a compelling risk / reward profile Net IRR2 35% EFTA01396814 GLDUS126 Pacific Life Insurance Co SOF Program compares favourably to public markets Performance data as of September 30, 20171,2,3 SOF Funds have delivered attractive performance compared to major public market indices 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 "Important Information" and "Notes to Investment Performance" sections of this presentation. SOF II (2011) Russell 2000 SOF III (2014) Thomson Reuters (1) Performance figures have been calculated based on the unaudited performance results of SOF, SOF D, SOF II and SOF III as of September 30, 2017 and should be read and reviewed in conjunction with the "Important Information" and "Notes to Performance Information" sections of this presentation. Gross returns are gross of fees, expenses and carried interest. Net performance reflects amounts net of expenses, fees and carried interest. Investors should consult with their own advisers as to the appropriate factors to be considered in evaluating this information. 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. See (2) MSCI 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 EFTA01396815 benchmark to compare the performance of the SOF Funds, but rather is disclosed solely to allow comparison to that of certain well-known and widely recognized indices. (3) 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". STRICTLY CONFIDENTIAL 19 SOF Program 12% 12% 12% 12% 9% 15% Net IRR EFTA01396816 GLDUS126 Pacific Life Insurance Co SOF Funds show consistent performancel Across different fund sizes, fund vintages and economic cycles Net Contributed Capital (as % of Fund Size) 20% 40% 60% 80% -60% -40% -20% 0% SOF SOF II SOF III 1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 Quarters from inception 20% 40% 60% 80% 0% 1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 Quarters from inception DPI (Distributed to Paid-In Capital) 0.Ox 0.2x 0.4x 0.6x 0.8x 1.Ox 1.2x 1.4x 1.6x 1.8x 2.Ox SOF SOF II SOF III TVPI (Total Value to Paid-In Capital) 0.Ox 0.5x 1.Ox 1.5x 2.Ox 2.5x 1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 Quarters from inception SOF SOF II SOF III EFTA01396817 Net IRR 100% SOF SOF II SOF III 1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 Quarters from inception (1) 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 the "Important Information" and "Notes to Performance Information" sections of this presentation. 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. There is no guarantee that future performance will be consistent with past performance of SOF, SOF II and SOF III. Performance information on SOF D has not been included