EFTA01443401.pdf

GLDUS144 Glenn Warren GLENDOWER ACCESS SECONDARY OPPORTUNITIES FUND IV (U.S.), L.P. CONFIDENTIAL Glendower Access Secondary Opportunities IV (U.S.), L.P. will invest substantially all of its investable assets into Glendower Capital Secondary Opportunities Fund IV, L.P. (the "Underlying Fund"). ACCESS & UNDERLYING FUND TERMS ACCESS FUND GLENDOWER ACCESS SECONDARY OPPORTUNITIES IV (U.S.), L.P. GENERAL PARTNER Glendower Access Secondary Opportunities IV GP, LLC INVESTMENT MANAGER iCapital Advisors, LLC STRUCTURE Delaware Limited Partnership STRATEGY The Access Fund will invest substantially all of its investable assets into the Underlying Fund MINIMUM COMMITMENT $250,000 FUND TERM 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 CAPITAL CALLS Generally upon 7 business days' notice REPORTING Quarterly reports, capital account statements and year-end audited financial statements PLACEMENT FEE Up to 2.00% payable to DBSI or an affiliate thereof2 MANAGEMENT FEE3 Access Fund Commitment <$3 Mil $3 - <$5 Mil $5 Mil+6 During Investment period4 1.00% 0.75% 0.25% 2 Years Following EFTA01443401 Investment Period5 0.75% 0.60% 0.25% CARRIED INTEREST No additional carried interest will be charged by the Access Fund SUBSEQUENT CLOSING FEE (IF NOT FIRST CLOSE) 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. The information contained herein is highly confidential, has been provided to you for informational purposes only, may not be shared with any party other than the intended recipient and may not be relied upon in any manner as legal, tax or investment advice or as an offer to sell or a solicitation of an offer to buy any securities or investment products referred to herein. A private offering of interest in the securities described herein may only be made pursuant to a confidential private placement memorandum and the applicable subscription and governing documents, which will be furnished to certain qualified investors on a confidential basis at their request. Refer to "Important Information" beginning on page 2 for additional information. > of 90% of previous year or 0.25%5 Thereafter UNDERLYING FUND GLENDOWER CAPITAL SECONDARY OPPORTUNITIES FUND IV, LP GENERAL PARTNER Glendower Capital, LLP INVESTMENT MANAGER Glendower Capital SOF IV (GP) Limited STRUCTURE English Private Fund Limited Partnership STRATEGY Invest in private equity assets on the secondary market globally MINIMUM COMMITMENT $5 Million FUND TERM 7 years from the date of the Underlying Fund's Final Admission Datel plus up to 5 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) CAPITAL CALLS For the purposes of making investments and/or paying expenses; generally upon EFTA01443402 12 business days' prior written notice INVESTMENT PERIOD Four years from the Underlying Fund's Final Admission Datel REPORTING Audited annual accounts as well as unaudited quarterly financial statements (2nd and 3rd quarters only) and unaudited quarterly capital account statements MANAGEMENT FEE Net of 15 basis point discount against Underlying Fund fees reserved for Access fund only INVESTMENT PERIOD 1.10% of Commited Capital4 TWO YEARS AFTER THE END OF THE INVESTMENT PERIOD 0.85% of Invested Capitals THEREAFTER THROUGH THE END OF THE FUND TERM The greater of 90% of previous year and 0.25% of Invested Capitals CARRIED INTEREST 12.50% after an 8.00% preferred return with a 100% GP catch-up and full clawback SUBSEQUENT CLOSING FEE (IF NOT FIRST CLOSE) Higher of (a) Three-month USD LIBOR plus 2.00% and (b) 8.00% EFTA01443403 GLDUS144 Glenn Warren GLENDOWER ACCESS SECONDARY OPPORTUNITIES IV (U.S.), L.P. 2 END NOTES 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 2 4. 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. DBSI in its sole discretion reserves the right to waive all or any portion of the 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 of the Access Fund for further information. 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 of capital 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. subject to Access Fund expenses. Investors who invest directly into the Underlying Fund will not be 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. IMPORTANT INFORMATION CONTINUED 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 of an offer to buy an interest in Glendower Capital Secondary Opportunities Fund IV, LP EFTA01443404 (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 of the 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 described more fully in the Offering Memorandum. In considering any performance data contained in the Presentation, you EFTA01443405 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 of which 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 of such fees and expenses would be lower than the gross performance reflected in this EFTA01443406 GLDUS144 Glenn Warren GLENDOWER ACCESS SECONDARY OPPORTUNITIES IV (U.S.), L.P. 3 IMPORTANT INFORMATION CONTINUED 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 of the Underlying Fund or the Access Fund. 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 of lowering the net returns experienced by an investor. Benchmarks and financial indices are shown for illustrative purposes only and are provided for the purpose of making 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 of the 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 EFTA01443407 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 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 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 partners in 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. 60 East 42nd Street New York, NY 10165 I 212 994 7400 I info@icapitalnetwork.com I www.icapitalnetwork.com EFTA01443408 GLDUS144 Glenn Warren Strictly Confidential Glendower Capital Secondary Opportunities Fund IV, LP Global Private Equity Secondaries The Offering Glendower Capital Secondary Opportunities Fund IV, LP1 ("SOF IV" or the "Fund") is being formed by Glendower Capital ("GC"): • An independent secondary manager spun-off from Deutsche Asset Management in August 2017 • Fully owned by its partners who worked together for 15 years • Established 23-strong team with US$3 billion in total client assets and offices in London and New York Glendower's 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 program at 1.7x TVPI and >20% Net IRR and overall program at 1.5x TVPI and 23% Net IRR2 SOF IV will continue the successful secondary strategy pursued since 2006: • Aiming to build a globally diversified portfolio of seasoned funds, GP-led transactions and co-investments on the secondary market • Value creation through in-depth fundamental analysis as opposed to deal structuring • Seeking US$1.75 billion in commitments with same key terms as prior fund Strong and consistent track record2 Fund Vintage (development stage) Fund size Transactions, funds, companies4 # Net multiple (TVPI) Net distributed (DPI) Net IRR Peak net contributed capital SOF 2006 (harvesting) US$565m 21 / 154 / 1,774 1.8x 1.8x 22% 26% SOF D3 2010 (harvesting) US$147m 1 / 28 / 193 2.3x EFTA01443409 2 lx 29% 51% SOF II 2011 (maturing) US$614m SOF III 2014 (early stage) US$1,654m 29 / 75 / 737 35 / 149 / 2,837 1.5x 1.2x 20% 42% 1.3x 0.3x 30% 44% Consistent top returns among peers: SOF Funds vs Cambridge Associates' secondary funds performance5,6,7 Secondary funds: Net IRRto limited partners8 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 04 05 Upper Quartile Lower Quartile Median Secondary funds: Net multiple to limited partners5 2.5x 1.5x 0.9x 23% Carried interest: 12.5% on a whole fund basis Hurdle rate: 8% Team commitment: Min 1% of total fund size 2.Ox EFTA01443410 SOF D 29% SOF 22% SOF II 20% 1.0x 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 SOF III TVPI = 1.3x DPI = 0.3x Contacts: Carlo Pirzio-Biroli Managing Partner & CEO +44-20-3947-7001 carlo.pirzio-biroli@glendowercapital.com 0.5x 0.0x 06 07 08 09 10 11 12 13 14 '04 '05 '06 Index DPI '07 '08 Index RVPI '09 '10 '11 SOF funds DPI '12 '13 EFTA01443411 '14 SOF funds RVPI Charles Smith Mana'in' Partner & CIO This document can only be offered to Accredited Investors and Qualified Purchasers. This material is personal to each offeree and may only be used by those persons to whom it has been handed out. Strictly not for redistribution. Please refer to the endnotes on p.3 for additional information. Past performance is not an indication or guarantee offuture results Joshua C. Glaser Partner, Client Relations +1-212-653-8402 josh.glaser@glendowercapital.com Total • 1.00% p.a. of Invested Capitalll in the following two years US$2,980m • Thereafter greater of 90% of previous year and 0.25% of Invested Capital 2nd Quarter 2018 Fund key terms10 Target size: US$1.75 billion Currency: US$ Investment Period: 4 years from final closing Term: 7 years + extensions (5xlyear) Structure: English L.P. General partner share: • 1.25% p.a. of commitments during Investment Period Net IRR Net Multiples to Paid-in Capital EFTA01443412 GLDUS144 Glenn Warren Strictly Confidential Glendower Capital SOF IV, L.P. 2 Distinctive investment strategyl2 Glendower will target globally, but primarily in the US and Europe, three types of investment: • Fund Secondaries, the purchase of LP interests in existing private equity funds; • 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 • Single Asset Deals into individual private equity companies, either at the time of the original acquisition, or later from an investor seeking early liquidity. Glendower's portfolio construction follows an opportunistic barbell approach adjusted to market cycles by dialing up: • Discounted Fund Secondaries during market corrections (58% of transactions since inception) • Less competitive GP-led Secondaries and off-market Co-investments during normalized market conditions (42% of transactions since inception)10 1 Identify less competitive deals ■ US$40m average deal size ■ Smaller US$5-100m fund portfolios ■ Mid-size US$100-250m GP-led deals 2 Pursue a selective, true value approach ■ Transacted 1% of total pipeline by value ■ Mid-sized alpha value investor vs large levered beta play ■ Value creation through in-depth fundamental analysis vs deal structuring 4 Focus on efficient portfolio construction 3 ■ No leverage at transaction level and limited at portfolio level ■ Hedging to mitigate 50-60% of currency volatility ■ Portfolio diversified across ca. 35 deals to seek to mitigate 90%+ of non-market riskl3 Established Investment Team Active in the Secondary Market Since 200314 • 23-strong team expected to grow to 26-28 by 1H18 • 16 investment professionals with an average of 12 years of relevant experience Carlo Pirzio-Biroli 21 EFTA01443413 Managing Partner, CEO — London Deutsche Bank; CDB Web Tech; General Electric; The Boston Consulting Group Deirdre Davies 16 Partner, COO — London Deutsche Bank; ABN Amro; KPMG Relevant Years of experience Please refer to the endnotes on p.3 for additional information. There can be no assurance that efforts to reduce risk will be successful, nor that the strategy will be successful in the future or that losses will be avoided Charles Smith 28 Managing Partner, CIO — London Deutsche Bank; Bankers Trust; Coopers & Lybrand Joshua Glaser 21 Partner, Client Coverage — New York Deutsche Bank; Paul Capital; Forum Capital; CIBC Oppenheimer Adam Graev 22 Partner — New York Deutsche Bank; Pomona; Lehman Brothers; Chatterjee/Soros; Cowen Emilio Olmos 15 Managing Director — London ADIA; UBS; Deutsche Bank; Credit Suisse Chi Cheung 19 Partner — London Deutsche Bank Buy margin of safety Purchased 350+ mature fund interests at a discount over 10 years: ■ Average 20% discount to FMV ■ Average —80% funded at time of entry Francesco Rigamonti 18 Senior Advisor — London Deutsche Bank; Gallo & Co. EFTA01443414 GLDUS144 Glenn Warren Strictly Confidential Endnotes (1) Glendower Capital Secondary Opportunities Fund IV, L.P. ("SOF IV" or the "Fund") is being formed by Glendower Capital LLP ("Glendower"), an appointed representative of Mirabella Advisers LLP, which is authorised and regulated by the United Kingdom Financial Conduct Authority. (2) Mature funds include SOF, SOF D and SOF II; overall SOF Program includes SOF, SOF D, SOF II and SOF III. 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 Investment Performance Information" sections of this document. Gross returns are gross of fees, expenses and carried interest. Net performance reflects amounts net of expenses, fees and carried interest. 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 Team and there can be no assurance that SOF IV will achieve comparable results. (3) SOF D is a Euro denominated fund. Converted at the September 30, 2017 EUR/US$ rate of 1.1822. (4) 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. (5) 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. (6) 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. (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 team. (8) Internal rates of returns are net of fees, expenses and carried interest. Cambridge Associates research shows that most funds take at least EFTA01443415 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 5 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 (minimum8 funds). (9) 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. (10) Please read the confidential private placement memorandum of the Fund (the "Memorandum") for the full disclosure of risk factors, conflicts of interest, complete terms, and regulatory and tax considerations of the Fund. For further disclosure of fees, such as fees and expenses paid by the Fund, please refer to the Memorandum, the amended and restated limited partnership agreement and the deed of adherence of the Fund. All such documents are in the process of being prepared and will be made available to prospective investors upon request. (11) Invested Capital is the amount of capital invested in investments and the remaining unfunded obligations reasonably reserved by Glendower for such investments. (12) As of September 30, 2017. There can be no assurance that the strategy will be successful in the future, or that losses will be avoided. (13) Source: Glendower's assessment based on portfoliomanagement theory. (14) As of September 30, 2017. Period since 2003 includes time spent by members of the core senior management team at Deutsche Bank. Key Definitions "Single Asset Deal" means an investment by the Fund (directly or indirectly) in a portfolio company alongside one or more private equity fund sponsors (and any follow-on investments in any such investment, but not including any GP- led Secondary) as reasonably determined by the Manager as the context requires. "Fund Secondary" means (a) an interest held directly or indirectly by the Fund in a generalist or specialist private equity fund structure (including a fund of funds, feeder fund or other similar structure) acquired in a standalone transaction or (b) a portfolio of such interests acquired in a single transaction, in each case as reasonably determined by the Manager as the context requires, provided that any interest referred to in clause (a) shall be in a fund structure that either has an investment period that is expired (other than for follow-on investments) or has drawn down or committed to invest at least 50% of its EFTA01443416 aggregate commitments, and provided that any portfolio of interests referred to in clause (b) shall be in fund structures that in the aggregate have drawn down or committed to invest at least 50% of their aggregate commitments, provided further that the aggregate commitments of any fund structure that has an investment period that is expired (other than for follow-on investments) shall be deemed to equal the amount drawn down in such fund structure and provided, further, that a Fund Secondary shall not also be determined to be an Early Stage Investment. "GP-led Secondary" means an investment interest held by the Fund (directly or indirectly) in private equity fund structure or a portfolio of direct private equity assets through bespoke liquidity solutions (and any follow-on investments in any such investment interest, but not including any Co-Investment) as reasonably determined by the Manager as the context requires. "SOF" means DB Secondary Opportunities Fund A, L.P., DB Secondary Opportunities Fund B, L.P. and DB Secondary Opportunities Fund C, L.P. "SOF D" means DB Secondary Opportunities Fund D, L.P. "SOF II" means Secondary Opportunities Fund II, LP. "SOF III" means Secondary Opportunities Fund III, LP. "SOF Funds," "SOF Program," or "Secondary Opportunities Funds" means SOF, SOF D, SOF II and SOF III. Glendower Capital SOF IV, L.P. 3 EFTA01443417 GLDUS144 Glenn Warren Strictly Confidential Important Information (1/2) This confidential presentation (this "Presentation") is being communicated to a limited number of sophisticated persons (each, a "Recipient") by Glendower Capital, LLP ("Glendower") (an appointed representative of Mirabella Advisers LLP, 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 (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, Mirabella Advisers LLP 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 may refer to certain events as having occurred and documents as having been entered into which may not have occurred or been entered into at the date that this Presentation is made available but that Glendower EFTA01443418 expects will occur or be entered into thereafter. This Presentation is not an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. A private offering of interests in the Fund will be made only pursuant to the offering documents for the Fund, which contain additional information about the investment objective, terms and conditions of an investment in the Fund and also contain tax information and risk disclosures that are important to any investment decision regarding the Fund. No person has been authorized to make any statement concerning the Fund other than as set forth in the offering documents and any such statements, if made, may not be relied upon. The offering documents will be furnished to qualified investors on a confidential basis at their request. The information contained in this Presentation will be superseded by, and is qualified in its entirety by reference to, such offering documents. An investment in the Fund will involve significant risks, including loss of the entire investment. The interests in the Fund will be illiquid, as there is no secondary market for interests in the Fund and none is expected to develop. There will be restrictions on transferring interests in the Fund, investments may be leveraged and the investment performance may be volatile. Before deciding to invest in the Fund, prospective investors should read the offering memorandum and pay particular attention to the risk factors contained in the offering documents. The fees and expenses charged in connection with an investment in the Fund may be higher than the fees and expenses of other investment alternatives and may offset profits. Investors should have the financial ability and willingness to accept the risk characteristics of the Fund's investments. Potential conflicts of interest may arise from the relationship between Credit Suisse Asset Management Limited and its affiliates ("Credit Suisse"), which is acting as the Fund's placement agent. 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 EFTA01443419 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. This Presentation contains information that has been or may have been provided by a number of sources and has not been independently verified. Nothing contained herein shall constitute any representation or warranty and no responsibility or liability is accepted by Glendower, its affiliates or Mirabella Advisers LLP as to the accuracy or completeness of any information supplied herein. Unless otherwise stated, the information in this Presentation has not been audited or verified by an independent party, and should not be seen as any representation of returns that might be achieved. The information contained herein must be kept strictly confidential and may not be reproduced or redistributed in any format without the approval of the Fund. Notwithstanding the foregoing, each investor and prospective investor (and each employee, representative, or other agent thereof) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Fund and its investments and all materials of any kind (including opinions or other tax analyses) that are provided to such investor or prospective investor relating to such tax treatment and tax structure, provided, however, that such disclosure shall not include the name (or other identifying information not relevant to the tax structure or tax treatment) of any person and shall not include information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws. Past performance is not necessarily indicative of future results and there can be no assurance that the Fund will achieve comparable results, that the returns generated by the Fund will equal or exceed those presented herein or that the Fund will be able to implement its investment strategies or achieve its investment objectives. The Fund's investment strategy and applicable investment restrictions may differ from those historically employed and economic conditions may differ materially from the conditions under which any other investment fund or account managed or advised by Glendower has invested. All statements of opinion and / or belief contained in this Presentation and all views expressed and all projections, forecasts or statements relating to expectations regarding future events or the possible future performance of the Fund represent Glendower's own assessment and interpretation of information available to it as at the date of this Presentation. No representation is made or assurance given that such statements, views, projections or forecasts are correct, that the objectives of the Fund will be achieved or that investors will receive a return of their capital. EFTA01443420 In addition, no responsibility or liability or duty of care is or will be accepted by Glendower or its respective affiliates, advisers, directors, employees or agents for updating this Presentation (or any additional information), correcting any inaccuracies in it or providing any additional information to you. Accordingly, to the fullest extent possible subject to applicable law, none of Glendower or its affiliates and their respective shareholders, advisers, agents, directors, officers, partners, members and employees shall be liable (save in the case of fraud) for any loss (whether direct, indirect or consequential), damage, cost or expense suffered or incurred by any person as a result of relying on any statement in, or omission from, this Presentation. Glendower Capital SOF IV, L.P. 4 EFTA01443421 GLDUS144 Glenn Warren Strictly Confidential Important Information (2/2) Any forward-looking statements (including, without limitation, projections of future earnings or value), results or valuations herein are based upon current assumptions, may be simplified and may depend upon events outside the control of Glendower or its affiliates. Other events that were not taken into account may occur and may significantly affect the analysis herein. Therefore, changes to any assumptions may have a material impact on any valuations or projections. Actual results may therefore be materially different from any forecast, opinion or valuation herein. Prospective investors in the Fund should not rely on these forward-looking statements in deciding whether to invest in such Fund. The information contained in this Presentation has been obtained from sources outside of Credit Suisse. While such information is believed to be reliable for the purposes used herein, neither Credit Suisse, nor any of its affiliates or partners, members or employees, assume any responsibility for the accuracy of such information. See the "Notes to Investment Performance" containing additional important information regarding performance and targeted returns. This Presentation does not form part of the basis for any contract between Glendower or its affiliates and any investor. Recipients of this Presentation shall not treat this Presentation as tax, regulatory, accounting, legal, investment or any other advice in relation to the Recipient of this information and this information should not and cannot be relied upon as such. The distribution of this Presentation and participation in the Fund may be restricted by law in certain jurisdictions. Persons who come into possession of this Presentation are required to inform themselves about, and to observe, any such restrictions. No governmental authority has passed on the merits of the offering of interests in the Fund or the adequacy of the information contained herein. Any representation to the contrary is unlawful. Prospective investors should pay particular attention to the information contained in the offering documents pertaining to certain conflicts of interests and risk factors. An investment in the Fund is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity associated with an investment in the Fund. Investors in the Fund must be prepared to bear such risks for an indefinite period of time. Statements herein are made as of January 31, 2018, unless stated otherwise. Important Information on the Track Record The Glendower SOF Team spun-off from Deutsche Bank and its affiliates ("Deutsche Bank") on August 1, 2017 and established Glendower Capital, LLP EFTA01443422 and its affiliates (together, "Glendower") as an independent private equity firm owned by its partners focused on secondary transactions in private markets. The performance information and track record set out in this Presentation in respect of the SOF Funds covers the period time from inception of the SOF Funds to date, including the time prior to the formation of Glendower, when the team were employees of Deutsche Bank. In evaluating the track record, each Recipient should note that (i) Carlo Pirzio-Biroli and Charles Smith have been permanent voting members of the SOF Funds investment committees since inception; (ii) Chi Cheung, Francesco Rigamonti and Adam Graev have attended as observers the majority of investment committees of the SOF Funds since inception, they were appointed in December 2011 during the SOF II investment period as voting members on a rotational basis and have been permanent voting members since January 2013; (iii) other employees of Deutsche Bank who were not part of the SOF investment team and that have not joined Glendower were involved at different times on the investment committees of the SOF Funds and the investment decision-making process in respect of the investments made by the SOF Funds and (iv) in connection with the investments comprising the track record, the Glendower investment professionals were part of a larger group within Deutsche Bank. The investment performance included herein is intended solely to provide Recipients with information about the Glendower SOF Team's investment experience. The performance information provided herein has been prepared by Deutsche Alternative Asset Management (Global) Limited ("DAAM(G)L") and provided to Glendower and relates to the SOF Funds and the related individual underlying transactions, in respect of which the Glendower SOF Team were involved in their capacity as portfolio managers and/or investment committee members while employed at Deutsche Bank. Glendower takes responsibility for its use of this performance information and its compliance with all applicable laws, regulations, rules and guidelines, including, but not limited to, the Investment Advisers Act of 1940, as amended, and in particular, Rule 204-2 thereunder, and DAAM(G)L takes no responsibility for the use of such performance information by Glendower. Notes to Investment Performance Investment returns. Unless otherwise stated, returns are as of September 30, 2017, are unaudited and are illustrative only. As used herein, and unless otherwise indicated, "Gross IRR" and "Net IRR" shall mean an aggregate, compound, annual, gross or net, as applicable, internal rate of return on investments, based on daily cash flows Calculations are presented based on actual cash flows to and from limited partners. All IRRs are presented on a "gross" basis unless otherwise stated (i.e., they do not reflect the priority profit share, carried interest, taxes, transaction costs in connection with the disposition of unrealized EFTA01443423 investments and other expenses that are borne by investors in the applicable funds, all of which will reduce returns and, in the aggregate, are expected to be substantial). Net IRR is presented after deducting all priority profit share, carried interest, taxes, transaction costs and other fees and expenses (other than taxes borne or to be borne by investors, including as a result of an investor's domicile). 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. All performance numbers include recycled capital unless otherwise explicitly indicated. Distributions to Paid-in Capital ("DPI") represents aggregate distributions to investors in the SOF Funds relative to aggregate capital contributions to the SOF Funds. Residual Value to Paid-in Capital ("RVPI") represents the value of the SOF Funds investors' interest held within the SOF Funds relative to aggregate capital contributions to the SOF Funds, net of the SOF Funds' carried interest, management fees and other expenses. Total Value to Paid-in Capital ("TVPI"): TVPI =DPI + RVPI. MoM is defined as the amount of money returned divided by the amount invested for that particular investment. Gross multiple represents Total Value as a multiple of capital invested by the SOF Funds. Net fund data (net TVPI, etc.) net performance data reflects amounts net of the SOF Funds' carried interest, management fees and other expenses. Valuations. Valuations of unrealized investments are generally based on a good faith and reasonable determination by the general partner of the relevant investment fund. Any such valuation of unrealized investment will be based on assumptions that such general partner believes are reasonable under the circumstances, the actual realized returns on unrealized investments 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 of which may differ from the assumptions on which the valuations used in the prior performance data contained herein are based. Accordingly, the actual realized returns generated by these unrealized investments may differ materially from the returns indicated herein. Glendower Capital SOF IV, L.P. 5 EFTA01443424 GLDUS144 Glenn Warren Strictly Confidential Legal disclaimers For Recipients in the EEA. This Presentation shall not be distributed to any Recipient that is domiciled or resident in a European Economic Area member state where the distribution of the Presentation in such member state would constitute "marketing" (within the meaning of article 4(1)(x) of the Alternative Investment Fund Managers Directive (2011/61/EU)). This Presentation is not an approved prospectus for purposes of section 85 of the UK Financial Services and Markets Act 2000 ("FSMA"). In the United Kingdom, this Presentation may only be communicated (i) by a person other than an authorized person if directed only at (a) persons who have professional experience in matters relating to investments, falling within article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (b) persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, or (c) persons whom this Presentation may otherwise lawfully be communicated; and (ii) by an authorized person if directed only at (a) persons who have professional experience of participating in unregulated schemes, falling within article 14(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (as amended) (the "PCIS Order") and article 19(5) ("investment professionals") of the Order, (b) persons falling within article 22 (high net worth companies, unincorporated associations etc) of the PCIS Order and article 49(2)(a) to (d) ("high net worth companies, unincorpo