GLDUS125 Gerald Ford U.S. Securities Exchange Act of 1934. It is not expected that the Access Fund will be required to register the Interests under Section 12(g) or any other provision of the Exchange Act. The Access Fund does not expect to have any class of equity security held of record by two thousand (2,000) or more persons and expects to meet the other exemptions available under the Exchange Act. As a result, the Access Fund would not be subject to the periodic reporting and related requirements of the Exchange Act and investors should only expect to receive the information and reports required to be delivered pursuant to the Partnership Agreement. Investment Company Act of 1940. It is anticipated that the Access Fund will be excepted from the definition of "investment company" in reliance on the exception contained in Section 3(c)(7) of the Investment Company Act and, thus, exempt from the registration requirements of the Investment Company Act. Accordingly, the Access Fund expects that it will sell Interests only to "qualified purchasers" as defined in Section 2(a)(51) of the Investment Company Act. This exception is available only to an issuer which is not making and does not presently propose to make a public offering of its securities. With respect to the determination that an investor meets the definition of "qualified purchaser" in connection with the exception contained in Section 3(c)(7), the Access Fund will obtain and rely on appropriate representations and undertakings from investors in order to ensure that the Access Fund meets the conditions of the relevant exception on an ongoing basis. The General Partner reserves the right to prevent the ownership of Interests by any person if the effect of such ownership would preclude the Access Fund from relying on Section 3(c)(7) of the Investment Company Act or otherwise require the Access Fund to register as an "investment company" under the Investment Company Act. Commodity Exchange Act of 1974. The General Partner (i) will qualify for an exemption from registration as a CPO with respect to the Access Fund pursuant to CFTC Rule 4.13(a)(3) under the Commodity Exchange Act of 1974, as amended, and plans to file a notice to claim such exemption with the National Futures Association ("NFA") and (ii) qualifies for an exemption from registration with the CFTC as a commodity trading advisor ("CTA") under CFTC Rule 4.14(a)(5). The Investment Manager is exempt from registration as a CTA under CFTC Rule 4.14(a)(8) and has filed a notice to claim such exemption EFTA01395858

with the NFA. Accordingly, the General Partner and the Investment Manager will not be subject to certain regulatory requirements with respect to the Access Fund (which are intended to provide certain regulatory safeguards to investors) that would otherwise be applicable absent such exemptions. If any future regulatory change causes the General Partner or Investment Manager to lose any applicable exemption, there could be a material adverse effect on the Access Fund. Certain Legal Considerations. The offer and sale of the Interests in certain jurisdictions may be restricted by law, and an investment in the Access Fund may involve legal requirements, non-U.S. exchange restrictions and tax considerations unique to the Investor. None of the Placement Agents, the Investment Manager, the General Partner or any of their respective affiliates makes any representation with respect to whether any Limited Partner is permitted to hold such Interests. Interests that are acquired by any person, or in any transaction, in violation of applicable law, as determined by the General Partner in its sole discretion, may be mandatorily redeemed. Prospective investors should consult their own legal and tax advisors regarding such considerations prior to making an investment decision. Compliance with Anti-Money Laundering Requirements. In response to increased regulatory requirements with respect to the sources of funds used in investments and other activities, the General Partner may require prospective investors to provide documentation verifying, among other things, such investor's and any of its beneficial owners' identities and source and use of funds used to purchase an Interest. The General Partner may decline to accept a subscription if this information is not provided or on the basis of such information that is provided. Proprietary and Confidential 48 EFTA01395859

GLDUS125 Gerald Ford Furthermore, in response to increased regulatory concerns with respect to the sources of funds used in investments and other activities, the Glendower GP may request the Access Fund in its capacity as limited partner to provide additional documentation verifying, among other things, its source of funds used to purchase the investments. Each Investor will be required to make such representations to the Access Fund as the General Partner, the Investment Manager, and the Access Fund shall require in connection with applicable anti-money laundering programs, including, representations to the Access Fund that such investor is not, and is not acting on behalf of, a prohibited country, territory, individual or entity listed on the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") website, and that it is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. Such Investor will also represent to the Access Fund that amounts contributed by it to the Access Fund were not directly or indirectly derived from activities that may contravene U.S. federal, state or international laws and regulations, including, any applicable antimoney laundering laws and regulations. Requests for documentation and additional information may be made at any time during which an investor holds an Interest. The General Partner will take such steps as it determines are necessary to comply with applicable law, regulations, orders, directives or special measures to implement anti-money laundering law. Alternative Investment Fund Managers Directive. Neither the General Partner nor the Investment Manager is authorized or expected to become authorized under the European Union's Directive 2011/61/EU on Alternative Investment Fund Managers (the "AIFM Directive") as of the date of this Memorandum, and the substantive requirements applicable to an authorized "Alternative Investment Fund Manager" ("AIFM") under the AIFM Directive or any national implementing law are not applicable to the General Partner or the Investment Manager. Neither the General Partner nor the Investment Manager will market Interests (or permit Interests to be marketed on their behalf) to any prospective investor located, resident or domiciled or with a registered office in or organized under the laws of a relevant member state (each, a "Member State") of the European Economic Area ("EEA")2, when such marketing is reasonably likely to give rise to the application of any requirement of the AIFM Directive to the EFTA01395860

Access Fund or the General Partner or the Investment Manager. CERTAIN ERISA CONSIDERATIONS The General Partner intends to organize and operate the Access Fund so that an investment in the Access Fund will be a permissible investment for pension, profit sharing and other retirement plans which are subject to ERISA. As explained below, the General Partner expects that the ownership of the Access Fund by benefit plan investors shall be limited, so that the assets of the Access Fund will not be "plan assets" within the meaning of ERISA. A fiduciary of a U.S. pension, profit sharing, or other employee benefit plan or trust subject to ERISA (each such plan or trust, an "ERISA Plan") should consider fiduciary standards under ERISA in the context of the ERISA Plan's particular circumstances before authorizing an investment of a portion of such ERISA Plan's assets in the Access Fund. The fiduciary standards include the prudence, diversification, and governance requirements of Section 404(a)(1) of ERISA. ERISA Plan fiduciaries must give appropriate consideration to, among other things, the role that an investment in the Access Fund has in the ERISA Plan's investment portfolio, taking into account the ERISA Plan's purposes, the risk of loss and the potential 2 The following countries are in the EEA: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Republic of Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, The Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom of Great Britain and Northern Ireland. Proprietary and Confidential 49 EFTA01395861

GLDUS125 Gerald Ford return in respect of such investment, the composition of the ERISA Plan's portfolio, the liquidity and current return of the total portfolio relative to the anticipated cash flow needs of the ERISA Plan and the projected return of the portfolio relative to the ERISA Plan's funding objectives. A fiduciary of an ERISA Plan should also consider whether an investment in the Access Fund might constitute or give rise to a "prohibited transaction" under Section 406 of ERISA or Section 4975 of Code. The trustee or other person who is contemplating an investment of a portion of the assets of an individual retirement account ("IRA") described in Section 408 of the Code that is not subject to Title I of ERISA, or any pension, profit sharing, Keogh or other retirement employee benefit plan that is not subject to Title I of ERISA but is qualified under Section 401(a) of the Code, or of an investment fund or other collective investment vehicle that contains assets of one or more such accounts or plans (each such plan, an "Individual Plan", and each Individual Plan to which Section 4975 of the Code applies and each ERISA Plan, a "Plan") in the Interests should carefully consider, taking into account the facts and circumstances of the Individual Plan, whether: such investment is consistent with the Individual Plan's needs for sufficient liquidity to pay benefits when due, given that there is not expected to be a market in which to sell or otherwise dispose of the Interests; such trustee or other person has authority to make such investment under the appropriate governing instrument; and the acquisition or holding of an the Interest in the Access Fund will result in a non-exempt "prohibited transaction" under Section 4975 of the Code. On June 9, 2017, the U.S. Department of Labor promulgated new rules (the "2017 Fiduciary Rule") that substantially broaden the types of activities that create a fiduciary relationship between certain persons, including marketing professionals, and a Plan. Subject to certain conditions, the 2017 Fiduciary Rule includes an exception (the "Seller's Exclusion") for (1) sophisticated institutional ERISA Plans and (2) smaller ERISA Plans and Individual Plans that are represented by a sophisticated independent fiduciary. The General Partner intends to rely on the Seller's Exclusion in connection with any investment decision made by any Plan with respect to the Access Fund. However, if it were determined that the Seller's Exclusion did not apply to a Plan's investment in the Access Fund and that the General Partner, Investment Manager or one of its affiliates (the "Sponsor") had provided "investment EFTA01395862

advice" to such Plan with respect to such investment decision, the Sponsor may be considered a fiduciary under the 2017 Fiduciary Rule. If the Sponsor is found to be a fiduciary to a Plan investor, the fiduciary responsibility provisions of ERISA and the Code will generally apply and certain arrangements between the Sponsor and the Access Fund and/or the Plan may violate ERISA's "prohibited transactions" rules. Due to the 2017 Fiduciary Rule's relatively recent effectiveness, there is still uncertainty as to the manner in which the U.S. Department of Labor interprets many aspects of the 2017 Fiduciary Rule. Under ERISA and the regulations promulgated by the United States Department of Labor, investments by a Plan in the Access Fund may cause the General Partner to be subject to fiduciary responsibility rules under ERISA. If the Access Fund's Assets are treated as "plan assets" of an ERISA Plan or the Sponsor is considered a fiduciary as a result of the Plan's investment in the Access Fund, the fiduciary standards and prohibited transaction rules referred to above would apply to the Access Fund's holdings and the General Partner's ability to invest Access Fund Assets. The Access Fund's Assets will not be treated as "plan assets" of a Plan, however, if investment by "benefit plan investors" (as defined in ERISA) in the Access Fund is not "significant" for purposes of ERISA, meaning that less than 25% of each class of equity interest in the Access Fund is held by "benefit plan investors," which includes any Plan and any entities holding plan assets (to the extent of the percentage of equity interests held by benefit plan investors). Equity interests held by the General Partner or its affiliates are disregarded for purposes of applying the 25% ownership rule. The General Partner will use commercially reasonable efforts so that (a) less than 25% of the total value of Proprietary and Confidential 50 EFTA01395863

GLDUS125 Gerald Ford each class of equity interests (disregarding equity interests held by the General Partner or its affiliates) in the Access Fund is held by "benefit plan investors," defined in accordance with Section 3(42) of ERISA and the regulations thereunder, and therefore (b) the assets of the Access Fund will not constitute plan assets subject to the fiduciary standards of Part 4 of Title I of ERISA. The General Partner will rely on the representations of the investors as to their benefit plan investor status in making the determination of whether the subscriptions of benefit plan investors will be limited. If the assets of the Access Fund were deemed to be "plan assets" under ERISA, (i) the prudence and other requirements of Title I of ERISA would apply to investments made by the Access Fund, (ii) the General Partner and any additional investment advisors would be plan "fiduciaries" under ERISA with respect to ERISA Plan investors, and ERISA Plan investors or other employee benefit plan investors may have improperly delegated fiduciary responsibility to the General Partner, and (iii) the Access Fund may be required to withdraw from an Underlying Fund and may incur significant liability to the Underlying Fund. On the Form 5500 Annual Return ("Form 5500"), ERISA Plan investors may be required to report certain compensation paid by the Access Fund (or by third-parties) to the Access Fund's service providers as "reportable indirect compensation" on Schedule C to the Form 5500. To the extent any compensation arrangements described herein constitute reportable indirect compensation required to be reported on Schedule C to the Form 5500, any such descriptions are intended to satisfy the disclosure requirements for the alternative reporting option for "eligible indirect compensation," as defined for purposes of Schedule C to the Form 5500. Although federal, state and local governmental pension plans are not subject to ERISA, applicable provisions of federal and state law may restrict the type of investments such a plan may make or otherwise have an impact on such a plan's ability to invest in the Access Fund. Accordingly, state and local governmental pension plans considering an investment in the Access Fund should consult with their counsel regarding their proposed investment in the Access Fund. WHETHER OR NOT THE UNDERLYING ASSETS OF THE ACCESS FUND ARE DEEMED PLAN ASSETS UNDER APPLICABLE REGULATIONS, AN INVESTMENT IN THE ACCESS FUND BY AN ERISA PLAN IS SUBJECT TO ERISA AND INVESTMENTS BY OTHER TYPES OF EMPLOYEE BENEFIT PLANS MAY BE SUBJECT TO ADDITIONAL REQUIREMENTS UNDER APPLICABLE LAW. ACCORDINGLY, FIDUCIARIES OF ERISA PLANS SHOULD EFTA01395864

CONSULT WITH THEIR OWN COUNSEL AS TO THE CONSEQUENCES UNDER ERISA OR APPLICABLE LAW OF AN INVESTMENT IN THE INTERESTS. THE FOREGOING DISCUSSION OF ERISA AND CODE ISSUES SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. FIDUCIARIES OF PLANS SHOULD CONSULT THEIR OWN COUNSEL WITH RESPECT TO ISSUES ARISING UNDER ERISA AND THE CODE AND MAKE THEIR OWN INDEPENDENT DECISION REGARDING AN INVESTMENT IN THE ACCESS FUND. * * * Proprietary and Confidential 51 EFTA01395865

GLDUS125 Gerald Ford Proprietary and Confidential — Supplement to the Private Placement Memorandum GLENDOWER ACCESS SECONDARY OPPORTUNITIES IV (U.S.), L.P. AN "ACCESS FUND" INTO GLENDOWER CAPITAL SECONDARY OPPORTUNITIES FUND IV, L.P. OFFERING OF LIMITED PARTNER INTERESTS March 2018 This supplement (the "Supplement") may only be distributed in conjunction with the Confidential Private Placement Memorandum dated January 2018 (the "Memorandum") relating to the offering of limited partnership interests (the "Interests") in Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Access Fund"), which is hereby incorporated by reference. Potential investors considering the purchase of Interests in the Access Fund should carefully review this Supplement and the Memorandum. EFTA01395866

GLDUS125 Gerald Ford Glendower Access Secondary Opportunities IV (U.S.), L.P. Limited Partnership Interests This supplement (the "Supplement") is intended to modify and update the Confidential Private Placement Memorandum (the "Memorandum") of Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Access Fund"). The Access Fund is expected to invest substantially all of its assets in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership (together with any parallel funds thereto, the "Underlying Fund"). To the extent that any statement or information contained in the Memorandum is inconsistent with this Supplement, such statement or information is hereby amended by this Supplement. The Memorandum remains in effect except to the extent supplemented or modified herein, and nothing herein modifies or changes or should be deemed to modify or change in any way the information contained in the section entitled "Important Disclosures" in the Memorandum. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Memorandum. All references in the Memorandum to "this Memorandum" shall refer to the Memorandum as supplemented hereby. This Supplement has been furnished on a confidential basis and may not be reproduced or used for any other purposes. Each person accepting this Supplement hereby agrees to return it to the General Partner promptly at the request of the General Partner or if such person determines not to invest in the Access Fund, including indirectly through Glendower Access Secondary Opportunities IV (International), L.P. (the "Feeder Fund" and together with the Access Fund, the "Access Funds"). Notwithstanding anything contained herein (and in the Subscription Agreement, the Partnership Agreement, and any other related documents) to the contrary, each Investor (and each employee, representative, or other agent of each such Investor) may disclose to their advisors (including, without limitation, their attorneys and accountants) or to the U.S. Internal Revenue Service or other U.S. taxing authority, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Investors relating to such tax treatment and tax structure, provided, however, that no Investor (and no employee, representative or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment or tax structure of such transaction EFTA01395867

(including the identity of the party and any information that could lead another to determine the identity of any party) or any other information to the extent that such disclosure could reasonably result in violation of any U.S. federal or state securities law. This Supplement is intended to modify and update the Memorandum to provide updated information regarding certain changes to the terms of the Access Fund. 2 EFTA01395868

GLDUS125 Gerald Ford Changes to Summary of Principal Terms of the Access Fund The following information set forth in the Summary of Principal Terms of the Access Fund is hereby amended with the changes as marked below: Access Fund Expenses: The Access Fund will pay the costs and expenses of the Access Fund, including: the Management Fee; Organizational Expenses; liquidation expenses of the Access Fund; any sales or other taxes, fees or government charges which may be assessed against the Access Fund; expenses and fees related to accounting, audits of the Access Fund's books and records and preparation of the Access Fund's tax returns and other third-party provider expenses, including expenses related to tax reporting including under the U.S. Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act ("FATCA") and under the Common Reporting Standard ("CRS"); costs of preparing and distributing financial statements and other reports to and other communications with the Partners, as well as costs of all governmental returns, reports and filings of the Access Fund; any costs or expenses in connection with the Access Fund's admission to the Underlying Fund (including, the legal costs of completing subscription booklets and the Access Fund's side letter, if any, with the Underlying Fund and any subsequent closing interest charged to the Access Fund); extraordinary one-time expenses of the Access Fund; all expenses relating to litigation and threatened litigation involving the Access Fund, including indemnification expenses; commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities; expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, appraisal, legal and recording fees and expenses, administrative (including any fees and expenses of the Administrator or Custodian related to the Access Fund or the General Partner), custodial and registration services provided to the Access Fund and any expenses attributable to consulting services, including in each case services with respect to the proposed purchase or sale of securities by the Access Fund that are not reimbursed by the issuer of such securities or others (whether or not any such purchase or sale is consummated); fees and expenses incurred in connection with or otherwise relating to the preparation of form documentation in respect of Transfers; fees and expenses incurred in respect of any arrangement to provide additional liquidity to Limited Partners and facilitate the process EFTA01395869

for Limited Partners to sell all or any portion of their Interests; reasonable out-of-pocket expenses of the Investment Manager, such as travel, research and other expenses related to the ongoing monitoring on behalf of the Access Fund in respect of the Underlying Fund and the management of the Access Fund (including the costs and expenses (including travel-related expenses) of hosting meetings of the Partners, or otherwise holding meetings or conferences with Limited Partners, whether individually or in a group) attending meetings with the Placement Agents, whether internal or provided by a third party service provider, utilized for risk management, measurement and valuation purposes); any expenses incurred in connection with any Credit Facility or regulatory obligation; and premiums for liability or other insurance to protect the Access Fund, the General Partner, the Investment Manager and any of their respective partners, members, stockholders, officers, directors, employees, agents or affiliates in connection with the activities of the Access Fund, the General Partner or the Investment Manager. Access Fund expenses will also include any costs and expenses associated with the ongoing operations of any alternative investment vehicles (including administrative fees and expenses; legal and recording fees and expenses; any fees and expenses of consultants, economists, outside counsel, accountants and other third-party service providers; any taxes (including withholding taxes), fees or other governmental charges levied against such alternative investment vehicles, including tax preparation expenses; expenses relating to any audit, investigation, governmental inquiry or public relations undertaking and litigation, insurance, indemnification and extraordinary expenses). In addition to the foregoing, Access Fund expenses will include, and therefore Limited Partners will be responsible for, all of the operating expenses of the General Partner. Moreover, expenses of or relating to a Feeder Fund shall be paid by, and treated as expenses of, the Access Fund to the extent that they would be considered expenses of the Access Fund if they were incurred by the Access Fund (and indirectly borne by the limited partners of the Feeder Fund through the Feeder Fund's Interest as a Limited Partner of the Access Fund); provided, 3 EFTA01395870

GLDUS125 Gerald Ford however, that operating expenses that are uniquely related to a specific Feeder Fund will be determined with respect to, and paid separately by, such Feeder Fund, in each case as determined by the General Partner in its sole discretion. Any contributions by Limited Partners to the Access Fund to fund their share of Access Fund expenses shall reduce the unpaid portion of such Limited Partner's Subscription (i.e., a Limited Partner will not be required to contribute amounts in addition to its Subscription to fund their share of Access Fund expenses)., except as otherwise provided herein or in the Partnership Agreement. In addition to the foregoing costs and expenses, Limited Partners (including any Feeder Funds) will indirectly bear the cost of the Access Fund's pro rata share of management fees, carried interest, organizational expenses, taxes, indemnification and other costs and expenses payable by the Access Fund as a limited partner of the Underlying Fund. Any Feeder Fund would pay its allocable share of Access Fund expenses by virtue of being a Limited Partner of the Access Fund. To the extent expenses that constitute Access Fund expenses are incurred by the General Partner or Investment Manager on the joint behalf of the Access Fund and/or any Parallel Access Funds established in connection with the Access Fund to acquire interests in the Underlying Fund, the Investment Manager will allocate such expenses between the Access Fund and such Parallel Access Funds as it reasonably deems appropriate. Indemnification: The Investment Manager, the General Partner, any affiliate thereof and, the respective partners, members, stockholders, officers, directors, managers, employees, or agents of any of the foregoing and the Administrator, will be indemnified by the Access Fund out of the assets of the Access Fund, including the capital calls from the Limited Partners (which capital calls for indemnification expenses are outside of a Limited Partner's Subscription), and from the proceeds of liability insurance and any assets from anycertain recalleds of Distributions (see "— Capital Calls" and "Limited Partner Giveback"), against certain expenses or losses. In addition, as an investor in the Underlying Fund, the Access Fund (and indirectly the Limited Partners (including any Feeder Funds)) will be obligated to fund certain indemnification obligations of the Underlying Fund, and such amounts will be callable from Limited Partners of the Access Fund to the full extent of the Access Fund's EFTA01395871

obligations to the Underlying Fund, including through the recall of dDistributions as described in Limited Partner Giveback below. Limited Partner Giveback: To the extent the Access Fund incurs any indemnification or other liability or is otherwise required to return distributions to the Underlying Fund in accordance with the Underlying Fund LPA (including in respect of any indemnification or other liability incurred by the Access Fund in its capacity as a limited partner of the Underlying Fund), each Limited Partner may be required to return distributions received from the Access Fund to fund its proportionate share of such liability or obligation; provided, however, that the aggregate amount of such returns from any Limited Partner shall not exceed the aggregate amount of25% of all distributions received by such Limited Partner (it being understood that additional amounts may be called fromfrom the Access Fund, unless the Access Fund is otherwise required to return Distributions to the Underlying Fund pursuant to the Underlying Fund LPA (in which case a Limited Partner would be required to bear its proportionate share of such return obligation); provided further that no Limited Partner shall be required to return distributions to the Access Fund after the 18- month anniversary of the last day of the Term (provided that if at the end of such period there are any proceedings or claims outstanding, the General Partner shall notify the Limited Partners and the obligation to indemnify shall be extended until the date such proceedings or claims are ultimately resolved and distributions are returned to the Limited Partners in respect of indemnification expenses, which amounts are outside of a Limited Partner's Subscriptionthereof). Changes to III Certain Risk Factors and Potential Conflicts of Interest 4 EFTA01395872

GLDUS125 Gerald Ford The following information set forth in the fourth paragraph of "Certain Risk Factors and Potential Conflicts of Interest — Risks Associated with Investing in the Access Fund" is hereby amended with the changes as marked below: Although the Access Fund will be an investor in the Underlying Fund, investors in the Access Fund will not themselves be limited partners of the Underlying Fund and will not be entitled to enforce any rights against the Underlying Fund or the Glendower GP or any of their affiliates, assert claims against the Underlying Fund, Glendower or their affiliates or have any voting rights in the Underlying Fund. An investor in the Access Fund will have only those rights provided for in the Partnership Agreement, and will not be permitted to attend the annual meeting of investors of the Underlying Fund. The General Partner is not the general partner or manager of the Underlying Fund. None of the Access Fund, the General Partner or any of their affiliates will take part in the management of the Underlying Fund or have control over its management strategies and policies. The Access Fund is subject to the risk of bad judgment, negligence, or misconduct of the general partner or manager of the Underlying Fund and its affiliates. There have been a number of instances in recent years in which pooled investment vehicles investing in third-party funds have incurred substantial losses due to sponsor misconduct. The Partnership Agreement will provide for indemnification of the General Partner, the Investment Manager, the Administrator, the Custodian and certain of their affiliates and certain other indemnified parties and any such indemnification (and the expense thereof) will be in addition to any indemnification granted under the Underlying Fund constituent documents. Investors in the Access Fund may be required to return amounts distributed to them by the Access Fund to fund the Access Fund's and/or the Underlying Fund's indemnity obligations and other liabilities as well as amounts recalled by the Underlying Fund for reinvestment in accordance with the Underlying Fund LPA, subject to certain exceptions and restrictions set forth in the Partnership Agreement. In addition, capital contributions to fund the Access Fund's indemnity obligations are outside of a Limited Partner's Subscription. Investors in the Access Fund may receive in-kind distributions to the extent the Underlying Fund distributes securities in-kind to its investors and the securities or other assets so received in an in-kind distribution may not be marketable or otherwise freely EFTA01395873

tradable. With respect to any such securities or other assets distributed in-kind, in liquidating these securities or assets will be borne by the Limited Partners result that such Limited Partners may receive less cash than reflected in the determined by the General Partner pursuant to the Partnership Agreement. The following information set forth in "Certain Conflicts of Interest — Repayment of Distributions" is hereby amended with The Access Fund may be required to repay creditors of the Underlying Fund, as applicable, distributions the Access Fund may be required to pay to the Underlying Fund amounts the Underlying Fund for tax purposes. TheSubject to certain the Access Fund may require Limited Partners to return to the Access distributions made by the Access Fund to the Limited Partners in order to satisfy Fund's indemnification and other obligations to the Underlying Fund or otherwise. may also be required to repay or pay such amount to the Access Fund if the Access to meet its obligations. The following information set forth in "Certain Risk Conflicts of Interest — Indemnity Obligation" is hereby amended with the changes as The Access Fund will be required to indemnify the Investment Manager, the administrator and certain of their any sub-advisor or other similar service provider) for liabilities the Access Fund. Any such indemnification (and the expenses indemnification granted under the 5 the risk of loss and delay of the Access Fund, with the fair value of such securities as Risk Factors and Potential the changes as marked below: to the Underlying Fund or to pay previously received by it. In addition, that are restrictions in required to be withheld by the Partnership Agreement, Fund all or part of any all or affiliates incurred in and any portion of the Access Similarly, Limited Partners Fund is unable otherwise Factors and Potential marked below: General Partner, the representatives (including connection with the affairs of thereof) will be in addition to the EFTA01395874

GLDUS125 Gerald Ford Partnership Agreement in respect of the Access Fund's indemnity obligations and any indemnification granted under the Underlying Fund's governing documents (and the investments of the Underlying Fund), including the obligation to return distributions to fund any such Underlying Fund indemnification (with the Limited Partners in turn being required to return distributions). The Access Fund's indemnification obligations under the Partnership Agreement may be funded by capital calls from the Limited Partners or through the return of Distributions previously made to the Limited Partners. A Limited Partner's obligation to fund capital calls in respect of the Access Fund's indemnification obligations are apart from an Investor's Subscription, and therefore will not be capped subject to certain exceptions and restrictions set forth in the Partnership Agreement. In addition, the Access Fund's assets, including any investments held by the Access Fund (including cash or cash equivalents), are available to satisfy all liabilities and other obligations of the Access Fund, including indemnification obligations. The obligation to fund an indemnification claim will survive the dissolution of the Access Fund. The following information set forth in "Certain Risk Factors and Potential Conflicts of Interest — Multiple Layers of Expenses" is hereby amended with the changes as marked below: The Access Fund and the Underlying Fund each have expenses and management costs that will be borne, directly (in the case of expenses and costs of the Access Fund) or indirectly (in the case of expenses and costs of the Underlying Fund), by the Access Fund. Further, distributions from the Underlying Fund to the Access Fund will be subject to the carried interest of the Glendower GP. In addition, certain expenses will be apart from a Limited Partner's Subscription, including indemnification expenses and certain other required payments, including transfer expenses, interest expenses in connection with subsequent closings, certain tax preparation and other expenses attributable to specific limited partners. A Limited Partner's obligation to fund these expenses will not be capped. 6 EFTA01395875

GLDUS125 Gerald Ford Appendix A Underlying Fund Confidential Private Placement Memorandum Proprietary and Confidential EFTA01395876

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Confidential Private Placement Memorandum EFTA01395877

GLDUS125 Gerald Ford This page has intentionally been left blank EFTA01395878

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP IMPORTANT NOTICE TO POTENTIAL INVESTORS GLENDOWER CAPITAL SECONDARY OPPORTUNITIES FUND IV, LP $1,750,000,000 LIMITED PARTNER INTERESTS THIS AMENDED AND RESTATED CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, DATED MARCH 2018 (THIS "MEMORANDUM"), IS BEING CIRCULATED TO A LIMITED NUMBER OF QUALIFIED PROSPECTIVE INVESTORS FOR THE PURPOSE OF EVALUATING AN INVESTMENT IN THE LIMITED PARTNER INTERESTS (THE "INTERESTS") OF GLENDOWER CAPITAL SECONDARY OPPORTUNITIES FUND IV, LP (THE "FUND"). THIS MEMORANDUM IS BEING CIRCULATED BY GLENDOWER CAPITAL LLP (THE "MANAGER") WHICH IS AUTHORIZED AND REGULATED BY THE UK FINANCIAL CONDUCT AUTHORITY (THE "FCA"). THIS MEMORANDUM AMENDS, RESTATES AND REPLACES THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OF THE FUND, DATED OCTOBER 2017, AND THE SUPPLEMENTS THERETO. THIS MEMORANDUM CONSTITUTES A FINANCIAL PROMOTION FOR THE PURPOSES OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"). THIS MEMORANDUM AND THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR DISTRIBUTED, NOR MAY ITS CONTENTS BE DISCLOSED, TO PERSONS WHO ARE NOT DIRECTLY INVOLVED WITH THE PROSPECTIVE INVESTOR'S DECISION REGARDING THE PURCHASE OF INTERESTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE MANAGER. BY ACCEPTING DELIVERY OF THIS MEMORANDUM, EACH PROSPECTIVE INVESTOR AGREES TO THE FOREGOING. THE FOREGOING SHALL NOT LIMIT THE DISCLOSURE OF THE TAX TREATMENT OR TAX STRUCTURE OF THE FUND (OR ANY TRANSACTIONS UNDERTAKEN BY THE FUND). AS USED IN THIS PARAGRAPH, THE TERM "TAX TREATMENT" REFERS TO THE PURPORTED OR CLAIMED U.S. FEDERAL INCOME TAX TREATMENT AND THE TERM "TAX STRUCTURE" REFERS TO ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE PURPORTED OR CLAIMED U.S. FEDERAL INCOME TAX TREATMENT, PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, (A) EXCEPT TO THE EXTENT OTHERWISE ESTABLISHED IN PUBLISHED GUIDANCE BY THE U.S. INTERNAL REVENUE SERVICE, TAX TREATMENT AND TAX STRUCTURE SHALL NOT INCLUDE THE NAME OF, CONTACT INFORMATION FOR, OR ANY OTHER SIMILAR IDENTIFYING INFORMATION REGARDING THE FUND OR ANY OF ITS INVESTMENTS (INCLUDING THE NAMES OF ANY EMPLOYEES OR AFFILIATES THEREOF) AND (B) NOTHING IN THIS PARAGRAPH SHALL LIMIT THE ABILITY OF A PROSPECTIVE INVESTOR TO MAKE ANY DISCLOSURE TO THE INVESTOR'S TAX ADVISERS OR TO THE U.S. INTERNAL REVENUE SERVICE OR ANY OTHER TAXING AUTHORITY. EFTA01395879

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE INTERESTS HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE FCA, ANY U.S. FEDERAL OR STATE AUTHORITY OR ANY OTHER NON-U.S. SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SEE "APPENDIX 1: NOTICES TO INVESTORS IN SPECIFIC JURISDICTIONS" FOR LEGENDS RELATING TO THOSE JURISDICTIONS IN WHICH THE INTERESTS SHALL BE OFFERED AND, BY ACCEPTING THIS MEMORANDUM, EACH PROSPECTIVE INVESTOR AGREES TO BE BOUND BY EACH RELEVANT LEGEND AND CORRESPONDING RESTRICTIONS SET FORTH IN APPENDIX 1. THIS MEMORANDUM IS BEING COMMUNICATED IN THE UK ONLY TO INVESTORS WHO ARE CONSIDERED TO BE "PROFESSIONAL CLIENTS" OR WHO MAY, ON REQUEST, BE TREATED AS "PROFESSIONAL CLIENTS" WITHIN THE MEANING OF ANNEX II TO THE MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE (2014/65/EU) ("PROFESSIONAL INVESTORS"). THIS MEMORANDUM MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT PROFESSIONAL INVESTORS. ANY INTERESTS TO WHICH THIS MEMORANDUM RELATES ARE AVAILABLE ONLY TO PROFESSIONAL INVESTORS. THIS MEMORANDUM IS NOT AN APPROVED PROSPECTUS FOR THE PURPOSES OF SECTION 85 OF FSMA. Confidential Private Placement Memorandum Page i EFTA01395880

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP THE FUND WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE INTERESTS OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS OR THE LAWS OF ANY NON-U.S. JURISDICTION. THE INTERESTS WILL BE OFFERED AND SOLD FOR INVESTMENT ONLY TO QUALIFYING RECIPIENTS OF THIS MEMORANDUM PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY SECTION 4(A)- (2) THEREOF AND REGULATION D PROMULGATED THEREUNDER AND IN COMPLIANCE WITH THE APPLICABLE SECURITIES LAWS OF THE U.S. AND OTHER JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THERE WILL BE NO PUBLIC MARKET FOR THE INTERESTS AND THERE IS NO OBLIGATION ON THE PART OF ANY PERSON TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT. THE INTERESTS MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY APPLICABLE NON-U.S. SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFERABILITY OF THE INTERESTS WILL BE FURTHER RESTRICTED BY THE TERMS OF THE FUND'S LIMITED PARTNERSHIP AGREEMENT (THE "FUND PARTNERSHIP AGREEMENT"). INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF AN INVESTMENT IN THE INTERESTS FOR AN INDEFINITE PERIOD OF TIME. THE INTERESTS ARE OFFERED SUBJECT TO PRIOR SALE AND ANY SUBSCRIPTION FOR INTERESTS BY AN INVESTOR MAY BE REJECTED, IN WHOLE OR IN PART. AN INVESTMENT IN THE INTERESTS WILL INVOLVE SIGNIFICANT RISKS DUE, AMONG OTHER THINGS, TO THE NATURE OF THE INVESTMENTS THE FUND INTENDS TO MAKE AND THERE CAN BE NO ASSURANCE THAT THE FUND'S RATE OF RETURN OBJECTIVES WILL BE REALIZED OR THAT THERE WILL BE ANY RETURN OF CAPITAL. SEE "SECTION 7: RISK FACTORS" AND "SECTION 8: CONFLICTS OF INTEREST". INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISKS AND LACK OF LIQUIDITY THAT ARE CHARACTERISTIC OF THE INVESTMENT DESCRIBED HEREIN. INVESTORS IN THE FUND MUST BE PREPARED TO BEAR SUCH RISKS FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. EACH PROSPECTIVE INVESTOR SHOULD EFTA01395881

MAKE ITS OWN INQUIRIES AND CONSULT ITS ADVISERS AS TO THE FUND AND THIS OFFERING AND AS TO LEGAL, TAX, FINANCIAL AND OTHER RELEVANT MATTERS CONCERNING AN INVESTMENT IN THE INTERESTS AND THE SUITABILITY OF THE INVESTMENT FOR SUCH INVESTOR. IN CONSIDERING THE PRIOR PERFORMANCE INFORMATION CONTAINED HEREIN (INCLUDING IN RESPECT OF DB SECONDARY OPPORTUNITIES FUND A, L.P., DB SECONDARY OPPORTUNITIES FUND B, L.P. AND DB SECONDARY OPPORTUNITIES FUND C, L.P., DB SECONDARY OPPORTUNITIES FUND D, L.P., SECONDARY OPPORTUNITIES FUND II, LP AND SECONDARY OPPORTUNITIES FUND III, LP (TOGETHER, THE "SOF FUNDS"), PROSPECTIVE INVESTORS SHOULD BEAR IN MIND THAT PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL ACHIEVE COMPARABLE RESULTS. UNLESS OTHERWISE INDICATED, ALL REFERENCES TO RATES OF RETURN OR INTERNAL RATES OF RETURN IN THIS MEMORANDUM ARE TO RATES OF RETURN ON INVESTMENTS ON A GROSS BASIS AND, AS SUCH, EXCLUDE THE EFFECT OF PRIORITY PROFIT SHARE, MANAGEMENT FEES AND EXPENSES, CARRIED INTEREST AND OTHER CHARGES. PROSPECTIVE INVESTORS MAY, UPON REQUEST, OBTAIN A HYPOTHETICAL ILLUSTRATION OF THE EFFECT OF FEES, EXPENSES, CARRIED INTEREST AND OTHER CHARGES ON THE RETURNS, BUT SHOULD NOTE THAT ANY SUCH ILLUSTRATION IS HYPOTHETICAL AND, AS SUCH, IS LIKELY TO PRODUCE DIFFERENT RESULTS FROM THOSE ACTUALLY OBTAINED AS A RESULT OF THE APPLICATION OF THE RELEVANT FEES, EXPENSES, CARRIED INTEREST AND OTHER CHARGES. PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONTACT REPRESENTATIVES OF THE MANAGER TO DISCUSS THE PROCEDURES AND METHODOLOGIES USED TO CALCULATE THE INVESTMENT RETURNS AND OTHER INFORMATION PROVIDED, BUT SHOULD NOTE THAT THEIR INVESTMENT MUST BE BASED SOLELY ON THE INFORMATION IN THIS MEMORANDUM IN ITS FINAL FORM AND IN THE FUND PARTNERSHIP AGREEMENT. IN PARTICULAR, PROSPECTIVE INVESTORS SHOULD TAKE NOTE THAT, AS DESCRIBED IN "HISTORY" IN SECTION 1: EXECUTIVE SUMMARY OF THIS MEMORANDUM, NOT ALL MEMBERS OF THE INVESTMENT AND OPERATIONS TEAMS THAT Confidential Private Placement Memorandum Page ii EFTA01395882

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP MANAGED THE SOF FUNDS AT DEUTSCHE BANK HAVE JOINED THE MANAGER AND GLENDOWER CAPITAL (U.S.), LLC (THE "U.S. ADVISER"). ACCORDINGLY, IN EVALUATING THE PAST PERFORMANCE OF THE SOF FUNDS, PROSPECTIVE INVESTORS SHOULD NOTE THAT THE PARTNERS AND EMPLOYEES OF THE MANAGER AND THE U.S. ADVISER WERE FORMALLY PART OF DEUTSCHE BANK, A LARGE INSTITUTION, AND, IN CONNECTION WITH THE INVESTMENTS COMPRISING THE TRACK RECORD OF THE SOF FUNDS, SUCH PERSONS FUNCTIONED AS PART OF A LARGER GROUP WITHIN DEUTSCHE BANK AND THE SUCCESS OR OTHERWISE OF THE SOF FUNDS SHOULD NOT BE SOLELY ATTRIBUTED TO THE PARTNERS AND EMPLOYEES OF THE MANAGER AND THE U.S. ADVISER. CERTAIN INFORMATION CONTAINED IN THIS MEMORANDUM CONSTITUTES "FORWARD-LOOKING STATEMENTS," WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "SHOULD," "EXPECT," "ANTICIPATE," "PROJECT," "ESTIMATE," "INTEND," "CONTINUE" OR "BELIEVE" OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR OTHER COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING THOSE DESCRIBED IN THIS MEMORANDUM, ACTUAL EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF THE FUND MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS. NO REPRESENTATION OR WARRANTY IS MADE AS TO FUTURE PERFORMANCE OR SUCH FORWARD-LOOKING STATEMENTS. THIS MEMORANDUM HAS BEEN PREPARED ON THE ASSUMPTION THAT THE LEGAL AND TAX STRUCTURE REQUIRED TO CONDUCT THE ACTIVITIES OF THE FUND HAS ALREADY BEEN FULLY IMPLEMENTED AND THAT ALL REGULATORY, TAX AND OTHER CLEARANCES HAVE BEEN OBTAINED. THE STRUCTURE WILL HAVE BEEN IMPLEMENTED PRIOR TO THE FIRST CLOSING OF THE FUND. IN PARTICULAR, THIS MEMORANDUM MAKES REFERENCE TO THE MANAGER BEING AUTHORIZED AND REGULATED AS AN "ALTERNATIVE INVESTMENT FUND MANAGER" BY THE FCA. AS OF THE DATE HEREOF, THE MANAGER IS AWAITING FINAL CONFIRMATION OF ITS AUTHORIZATION FROM THE FCA. FOR THE AVOIDANCE OF DOUBT, THE FIRST CLOSING OF THE FUND WILL NOT OCCUR UNTIL SUCH TIME AS THE MANAGER HAS RECEIVED THE NECESSARY AUTHORIZATIONS. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION TO ANY PERSON OR ENTITY TO WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE OR JURISDICTION. THE TERMS OF THE OFFERING AND THE INTERESTS DESCRIBED HEREIN MAY BE MODIFIED AT ANY TIME. IN THE EVENT THAT THE DESCRIPTIONS OR TERMS IN THIS MEMORANDUM ARE INCONSISTENT WITH OR CONTRARY TO THE FUND PARTNERSHIP AGREEMENT (WHICH IS AVAILABLE TO PROSPECTIVE INVESTORS UPON REQUEST), THE FUND PARTNERSHIP AGREEMENT SHALL CONTROL. EFTA01395883

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS MEMORANDUM OR THE DEFINITIVE SUBSCRIPTION DOCUMENTS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN OR THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE MANAGER, THE FUND, ITS GENERAL PARTNER (THE "GENERAL PARTNER") OR ANY OF THEIR RESPECTIVE AFFILIATES. THE INFORMATION CONTAINED IN THIS MEMORANDUM HAS BEEN COMPILED AS OF THE DATE HEREOF UNLESS OTHERWISE STATED HEREIN, AND NEITHER THE DELIVERY OF THIS MEMORANDUM AT ANY TIME, NOR ANY SALE HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO SUCH DATE. CERTAIN ECONOMIC AND MARKET INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED SOURCES PREPARED BY OTHER PARTIES. WHILE SUCH SOURCES ARE BELIEVED TO BE RELIABLE, SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED AND NONE OF THE GENERAL PARTNER, THE FUND, THE MANAGER, THE U.S. ADVISER OR ANY OF THEIR RESPECTIVE AFFILIATES ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. NEITHER CREDIT SUISSE ASSET MANAGEMENT LIMITED ("CREDIT SUISSE") NOR ANY OF ITS AFFILIATES HAS INDEPENDENTLY VERIFIED THE INFORMATION CONTAINED HEREIN OR THE INFORMATION OTHERWISE MADE AVAILABLE BY THE GENERAL PARTNER, THE FUND OR THE MANAGER, AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION OR ANY FORWARD-LOOKING INFORMATION STATEMENTS CONTAINED IN Confidential Private Placement Memorandum Page iii EFTA01395884

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP THIS MEMORANDUM. EACH OF GLENDOWER CAPITAL, LLP AND THE GENERAL PARTNER IS EXEMPT FROM REGISTRATION WITH THE U.S. COMMODITY FUTURES TRADING COMMISSION (THE "CFTC") AND IS NOT REGISTERED WITH THE CFTC AS A COMMODITY POOL OPERATOR ("CPO"), PURSUANT TO AN EXEMPTION UNDER CFTC REGULATION SECTION 4.13(A)(3) FOR POOLS (A) WHOSE INTERESTS ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ARE OFFERED AND SOLD WITHOUT MARKETING TO THE PUBLIC IN THE UNITED STATES, (B) WHOSE PARTICIPANTS ARE LIMITED TO ACCREDITED INVESTORS AND (C) WHOSE INVESTMENTS IN COMMODITY INTEREST POSITIONS ARE LIMITED SUCH THAT EITHER (1) THE AGGREGATE INITIAL MARGIN, PREMIUMS AND REQUIRED MINIMUM DEPOSIT FOR RETAIL FOREX TRANSACTIONS (AS DEFINED IN CFTC REGULATION SECTION 5.1(M)) REQUIRED TO ESTABLISH SUCH POSITIONS, DETERMINED AT THE TIME OF THE MOST RECENTLY ESTABLISHED POSITION, DOES NOT EXCEED 5% OF THE LIQUIDATION VALUE OF THE POOL'S PORTFOLIO, AFTER TAKING INTO ACCOUNT UNREALIZED PROFITS AND UNREALIZED LOSSES ON ANY SUCH POSITIONS IT HAS ENTERED INTO, PROVIDED THAT, IN THE CASE OF AN OPTION THAT IS IN-THE-MONEY AT THE TIME OF PURCHASE, THE INTHE-MONEY AMOUNT AS DEFINED IN CFTC REGULATION SECTION 190.01 MAY BE EXCLUDED IN COMPUTING SUCH 5% OR (2) AN AGGREGATE NET NOTIONAL VALUE OF SUCH POSITIONS, DETERMINED AT THE TIME OF THE MOST RECENTLY ESTABLISHED POSITION, DOES NOT EXCEED 100% OF THE LIQUIDATION VALUE OF THE POOL'S PORTFOLIO, AFTER TAKING INTO ACCOUNT UNREALIZED PROFITS AND UNREALIZED LOSSES ON ANY SUCH POSITIONS IT HAS ENTERED INTO. THEREFORE, UNLIKE A REGISTERED CPO, NEITHER THE MANAGER NOR THE GENERAL PARTNER IS REQUIRED TO DELIVER A DISCLOSURE DOCUMENT (AS DEFINED IN THE CFTC REGULATIONS) AND A CERTIFIED ANNUAL REPORT TO INVESTORS. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THIS OFFERING OR THIS MEMORANDUM. THIS MEMORANDUM WAS PREPARED BY REPRESENTATIVES OF THE FUND AND IS BEING FURNISHED BY CREDIT SUISSE AS PLACEMENT AGENT SOLELY FOR USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. CREDIT SUISSE IS ACTING AS PLACEMENT AGENT FOR THE GENERAL PARTNER, AND, IN THAT CAPACITY, IS NOT ACTING AS INVESTMENT ADVISER, MUNICIPAL ADVISOR, OR FIDUCIARY TO POTENTIAL PURCHASERS IN CONNECTION WITH THE INTERESTS OFFERED IN THIS MEMORANDUM. IN ACTING AS PLACEMENT AGENT, EFTA01395885

CREDIT SUISSE IS NOT ADVISING ANY RECIPIENT OF THIS MEMORANDUM REGARDING WHETHER THE FUND IS MORE APPROPRIATE FOR SUCH RECIPIENT'S INVESTMENT NEEDS THAN OTHER SIMILAR FUNDS THAT MAY BE AVAILABLE. POTENTIAL INVESTORS MUST MAKE THEIR OWN INVESTMENT DECISIONS. IN MAKING THOSE DECISIONS, POTENTIAL INVESTORS SHOULD BE AWARE THAT CREDIT SUISSE WILL RECEIVE A PLACEMENT FEE FROM THE GENERAL PARTNER (OR ITS AFFILIATE) THAT IS GENERALLY BASED UPON THE AMOUNT OF INTERESTS IN THE FUND SUBSCRIBED FOR BY THE INVESTORS. CREDIT SUISSE IS NOT ACTING AND WILL NOT ACT AS A MUNICIPAL ADVISOR WITHIN THE MEANING OF SECTION 975 OF THE DODD-FRANK WALL STREET REFORM AND CONSUMER PROTECTION ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER ("MUNICIPAL ADVISOR RULE"). ANY SERVICES, MATERIAL, OR INFORMATION THAT CREDIT SUISSE PROVIDES TO A MUNICIPAL ENTITY OR OBLIGATED PERSON AS DEFINED BY THE MUNICIPAL ADVISOR RULE ("COVERED PARTY") ARE PROVIDED ON AN ARM'S LENGTH BASIS AND NOT AS AN ADVISOR OR FIDUCIARY TO THE COVERED PARTY. COVERED PARTIES SHOULD CONSULT WITH THEIR OWN INTERNAL AND EXTERNAL ADVISORS BEFORE TAKING ACTION WITH RESPECT TO ANY SERVICES, MATERIAL, OR INFORMATION PROVIDED TO THEM BY CREDIT SUISSE. CREDIT SUISSE ALSO WILL NOT SOLICIT A COVERED PARTY FOR DIRECT OR INDIRECT COMPENSATION ON BEHALF OF AN UNAFFILIATED INVESTMENT ADVISER FOR THE PURPOSE OF OBTAINING OR RETAINING AN ENGAGEMENT FOR THAT INVESTMENT ADVISER BY THE COVERED PARTY TO PROVIDE INVESTMENT ADVISORY SERVICES TO OR ON BEHALF OF THE COVERED PARTY. CREDIT SUISSE ALSO SEEKS TO DO BUSINESS WITH AND EARN FEES OR COMMISSIONS FROM AFFILIATES OF THE GENERAL PARTNER OF THE FUND AND ITS PORTFOLIO COMPANIES, AS WELL AS WITH OTHER THIRD PARTY FUND SPONSORS THAT MAY HAVE SIMILAR OR DIFFERENT INVESTMENT OBJECTIVES AS THE FUND. EXAMPLES OF SUCH BUSINESS MAY INCLUDE, WITHOUT LIMITATION: PROVISION OF FINANCING OR INVESTMENT BANKING SERVICES; LENDING OR ARRANGING CREDIT; PROVISION OF PRIME BROKERAGE; AND PLACEMENT SERVICES. ACCORDINGLY, POTENTIAL INVESTORS SHOULD RECOGNIZE THAT CREDIT SUISSE'S Confidential Private Placement Memorandum Page iv EFTA01395886

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP PARTICIPATION AS PLACEMENT AGENT FOR THE INTERESTS MAY BE INFLUENCED BY ITS INTEREST IN SUCH CURRENT OR FUTURE FEES AND COMMISSIONS, INCLUDING DIFFERENTIALS IN THE PLACEMENT FEES THAT ARE OFFERED BY OTHER THIRD PARTY FUND SPONSORS FOR WHICH CREDIT SUISSE ACTS AS PLACEMENT AGENT. POTENTIAL INVESTORS SHOULD ALSO BE AWARE THAT CERTAIN AFFILIATES OR EMPLOYEES OF CREDIT SUISSE MIGHT INVEST IN THE FUND ON THEIR OWN BEHALF AND/OR ON BEHALF OF THEIR CLIENTS. POTENTIAL INVESTORS SHOULD CONSIDER THESE POTENTIAL CONFLICTS IN MAKING THEIR INVESTMENT DECISIONS. BY INVESTING IN THE FUND, EACH RECIPIENT CONSENTS TO THESE POTENTIAL CONFLICTS AND ACKNOWLEDGE THAT THESE POTENTIAL CONFLICTS ARE NOT MATERIAL TO SUCH RECIPIENT'S DECISION TO PROVIDE SUCH CONSENT. CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE. ANY TAX STATEMENT HEREIN REGARDING ANY U.S. FEDERAL TAX IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES. ANY SUCH STATEMENT HEREIN WAS WRITTEN TO SUPPORT THE MARKETING OR PROMOTION OF THE TRANSACTION(S) OR MATTER(S) TO WHICH THE STATEMENT RELATES. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO FLORIDA PURCHASERS EFTA01395887

PURCHASERS OF SECURITIES THAT ARE EXEMPTED FROM REGISTRATION BY SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT HAVE THE RIGHT TO VOID THEIR PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION UNLESS SALES ARE MADE TO FEWER THAN FIVE (5) PURCHASERS IN FLORIDA. "DOLLARS" AND "$" REFER IN ALL CASES TO UNITED STATES DOLLARS. MARCH 2018 Confidential Private Placement Memorandum Page v EFTA01395888

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP CONTACT INFORMATION Glendower Capital, LLP 16 Berkeley Street London, W1J 8DZ United Kingdom Attention: Carlo Pirzio-Biroli Email: [email protected] Glendower Capital (U.S.), LLC 410 Park Avenue New York, NY 10022 United States of America Attention: Joshua C. Glaser Email: [email protected] Credit Suisse Asset Management Limited 17 Columbus Courtyard London, E14 4DA United Kingdom Attention: Michael J. Murphy Email: [email protected] Confidential Private Placement Memorandum Page vi EFTA01395889

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Table of Contents Section 1: Executive Summary 1 Section 2: Investment Performance 7 Section 3: Summary of Principal Terms 12 Section 4: Glendower Capital Secondary Opportunities Fund IV, LP 14 Section 5: Fund Management 30 Section 6: Summary of Terms and Conditions 35 Section 7: Risk Factors 48 Section 8: Conflicts of Interest 66 Section 9: Certain Legal, ERISA and Tax Considerations 70 Appendices 87 Appendix 1 Notices to Investors in Specific Jurisdictions 88 Appendix 2 Privacy Notice 99 Appendix 3 Anti-Money Laundering 101 Appendix 4 Key Definitions 102 Appendix 5 Important Performance Information 108 Appendix 6 Directory 111 Appendix 7 Board of Directors of the General EFTA01395890

Partner 112 Confidential Private Placement Memorandum EFTA01395891

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP This page has intentionally been left blank Confidential Private Placement Memorandum EFTA01395892

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Section 1: Executive Summary Confidential Private Placement Memorandum 1 EFTA01395893

GLDUS125 Gerald Ford Section 1: Executive Summary Glendower Capital Secondary Opportunities Fund IV, LP Executive Summary Overview Glendower Capital Secondary Opportunities Fund IV, LP ("SOF IV" or the "Fund") is being formed by Glendower Capital, LLP ("Glendower Capital", "Glendower" or the "Manager"), an independent investment firm, privately held by its partners and focused on secondary private markets. Glendower was formed by the secondary opportunities team that spun-out from Deutsche Asset Management on August 1, 2017. The Fund is seeking US$1.75 billion in aggregate commitments with the aim of generating attractive risk-adjusted investment returns, principally in the form of capital appreciation, through the acquisition, holding and disposition of a diverse portfolio of investments including large and mid-market buyout, growth capital, venture capital, special situations, turnaround, mezzanine, distressed opportunities, real estate and infrastructure assets primarily on the secondary market. The Fund will target globally, but primarily in the U.S. and Europe, (i) the acquisition of interests in established generalist and specialist private equity fund structures (including funds of funds, feeder funds and other similar structures) on the secondary market (each such fund or structure, a "Fund Secondary" and, together, "Fund Secondaries"), (ii) the acquisition of investment interests in private equity fund structures or portfolios of private equity assets on the secondary market through bespoke liquidity solutions (each such investment interest, a "GP-led Secondary" and, together, "GP-led Secondaries"), and (iii) co-investments in individual portfolio companies alongside private equity fund sponsors (each such co-investment, a "Single Asset Deal"). SOF IV will be the fourth dedicated secondary fund led by Carlo Pirzio- Biroli and Charles Smith (the "Managing Partners") and invested by Glendower Capital's team of investment professionals. As described in "History" (immediately below), this will be the first dedicated secondary fund raised outside of Deutsche Asset Management by the Managing Partners and the Glendower SOF Team (as defined below) and managed by Glendower Capital. History Carlo Pirzio-Biroli and Charles Smith, Managing Partners of Glendower, co- founded Deutsche Asset Management's Secondary Opportunities Fund investment program (the "SOF Business") in 2006 after having worked together from 2003 to 2006 to restructure and wind down Deutsche Bank's €5.1 billion proprietary balance sheet private equity portfolio.1 Chi Cheung and Deirdre Davies (Partners of Glendower) and Francesco Rigamonti (Senior Advisor to Glendower) were part of the team initially assembled by the Managing EFTA01395894

Partners in 2003 in London. The team was subsequently expanded to include Adam Graev and Joshua Glaser (Partners of Glendower) in 2007 and 2013, respectively, in New York, as well as certain junior professionals, to become the "SOF Team" and, on and from August 1, 2017, the "Glendower SOF Team".2 From 2006 to 2017 the Managing Partners led the SOF Team in establishing, fundraising and investing SOF, SOF D, SOF II and SOF III (collectively the "SOF Funds" or the "SOF Program") with aggregate commitments of US$3 billion. More specifically: \Z SOF,3 the initial SOF Program secondary fund that was formed in 2006 and held a final close in early 2007 with a US$565 million pool of commitments. )Z SOF D,4 a top-up secondary fund that was formed in 2010 with a US$147 million pool of commitments. 1 The Deutsche Bank proprietary private equity restructuring took place between 2003 and 2006. Carlo Pirzio-Biroli and Charles Smith played a role alongside other Deutsche Bank colleagues in the transactions that contributed to the disposition of Deutsche Bank's proprietary private equity portfolio. Carlo Pirzio-Biroli and Charles Smith were not involved in all such transactions and the efforts described in this Memorandum in respect of the proprietary private equity restructuring are attributable to the whole Deutsche Bank team rather than any individual within it. 2 References to the "Glendower SOF Team" may also include investment professionals and other personnel that are subsequently hired by the Manager. 3 SOF is a pool of capital dedicated to the secondary market, closed in 2007, which was structured through three separate investment vehicles, DB Secondary Opportunities Fund A, L.P. ("SOF A"), DB Secondary Opportunities Fund B, L.P. ("SOF B") and DB Secondary Opportunities Fund C, L.P. ("SOF C"), collectively "SOF". 4 DB Secondary Opportunities Fund D, L.P. ("SOF D") is a pool of capital dedicated to the secondary market, closed in 2010. SOF D is a Euro denominated fund. US$ values have been converted to Euros at the September 30, 2017 rate of 1.1822. Confidential Private Placement Memorandum 2 EFTA01395895

GLDUS125 Gerald Ford Section 1: Executive Summary Glendower Capital Secondary Opportunities Fund IV, LP \Z SOF II,5 the second secondary fund that was formed in 2011 and held a final close in 2012 with a US$614 million pool of commitments. \Z SOF III,6 the third secondary fund that held a single close in late 2014 with a US$1,654 billion pool of commitments. On August 1, 2017 all investment professionals and key operations professionals of the SOF Team spun-out and formed Glendower Capital to continue the secondary investment strategy developed at Deutsche Asset Management. As part of the spin-out, certain arrangements are in place between, inter alia, Deutsche Asset Management and Glendower Capital in order to provide operational continuity to the SOF Funds throughout their remaining term. Pursuant to these arrangements Glendower Capital will continue to provide investment advice and the Managing Partners will provide investment management services to Deutsche Asset Management with respect to the SOF Funds and assist Deutsche Asset Management with the day-to-day management and realization of the portfolio investments. Deutsche Asset Management will have no future role with Glendower Capital, other than in relation to the SOF Funds. As further disclosed in Appendix 5 (Important Performance Information) any track record or other financial information in respect of the SOF Funds relates to the SOF Funds raised prior to the spin-out of Glendower Capital from Deutsche Asset Management. Accordingly, when considering the track record and other financial information contained herein, each prospective investor should have regard to the fact that other employees of Deutsche Asset Management who have not joined Glendower Capital were involved in the investment committees of the SOF Funds and the investment decision-making process in respect of the investments made by the SOF Funds.7 Investment Highlights The Manager believes that its market focus and strategic approach to transaction sourcing and disciplined investment process will generate high quality secondary private equity investment opportunities for the Fund. Benefits of secondary market investing Capitalize on information asymmetries to re-price existing mature assets. Mitigate blind pool risk by focusing on mature portfolio assets and valuations. \Z Mitigate the J-curve due to a shorter duration of investments and earlier cash distributions. Complement investors' portfolio construction by accelerating deployment of capital and providing diversified exposure across vintage (including older vintage years), strategy, industry and EFTA01395896

geography. Compelling investment opportunity The secondary market has transitioned from a cyclical distressed play to an institutionalized market where US$58 billion8 was transacted in 2017 by a wide range of sellers, including pension funds, sovereign wealth funds, endowments and foundations, asset managers, financial institutions and family offices. \Z With US$125 billion of near-term capital available for investment (commonly referred to as 'dry powder') available for secondaries vs 2017 annual volume of US$58 billion, the supply-demand balance in the secondary market remains more favorable at 2.2x than other asset classes such as buyouts (3.7x).9 )Z Secondary market pricing has normalized and remains stable at ca. 90% of Fair Market Value ("FMV") since 201010 within the range acceptable to both buyers and sellers leading to record secondary transaction volumes.11 5 Secondary Opportunities Fund II, LP ("SOF II") is a pool of capital dedicated to the secondary market that held its first closing in 2011. 6 Secondary Opportunities Fund III, LP ("SOF III") is a pool of capital dedicated to the secondary market that held its first and final closing in 2014. 7 Past performance is not a prediction of the future performance of SOF, SOF D, SOF II or SOF III but is included to demonstrate the track record of the Glendower SOF Team and there can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved. 8 Source: Glendower Capital based on Greenhill Secondary Market Trends & Outlook, January 2018. 9 Source: Glendower Capital based on 2018 Preqin Global Private Equity & Venture Capital Report, Bain & Company Global Private Equity Report 2018 and Greenhill Secondary Market Trends & Outlook, January 2018. 10 Source: Greenhill Secondary Market Trends & Outlook, January 2018. 11 Source: Glendower Capital based on Greenhill Secondary Market Trends & Outlook, January 2018. Confidential Private Placement Memorandum 3 EFTA01395897

GLDUS125 Gerald Ford Section 1: Executive Summary Glendower Capital Secondary Opportunities Fund IV, LP Bespoke liquidity solutions or GP-led Secondary deals, another key target area for the Fund, are an evolving and growing segment of the market. Today they represent just under 25%12 of the market and include spin-in/spin-outs, tailend funds (i.e., funds raised at least 10 years ago) restructuring, asset liquidations, and LP tenders. Distinctive investment strategy The Manager intends to replicate the consistent, distinctive investment strategyl3 pursued by the SOF Team (while at Deutsche Asset Management14) in each of the SOF Funds. This strategy is built around five main pillars: )Z A focus on less competitive transactions such as smaller US$5-100 million Fund Secondaries, US$100-250 million GP-led Secondaries and larger, more complex deals where the Glendower SOF Team has an angle. As of September 30, 2017, the SOF Funds had completed 82 transactions with an average deal size of US$40 million. \Z Pursuing a selective, true value approach through bottom-up, in-depth fundamental analysis rather than deal structuring / leveraging. Positioned as a mid-sized alpha value investor vs larger levered beta players, the SOF Team has screened approximately 3,000 potential deals since 2007 valued at around US$400 billion in the aggregate and have transacted around 1% of this deal-flow by value. )Z Buying margin of safety and mitigating blind pool risk by purchasing mature fund interests at a discount to FMV. The SOF Team has historically purchased at an average 20% discount to FMV over 350 fund interests which were around 80% funded and typically past their investment period at the time of purchase.15 )Z Pursuing an efficient portfolio management approach. The SOF Team has historically (i) not utilized leverage at transaction level and limited at portfolio level, (ii) systematically implemented currency hedging to mitigate 50 to 60% of market volatility, (iii) consistently diversified the SOF portfolios across a maximum of 30 to 40 transactions to mitigate over 90% of non-market deal risk. Pursuing a portfolio construction according to a barbell approach adjusted to market cycles. Since inception, the SOF Team has completed around 58% of its transactions in Fund Secondaries and 42% in GP-led Secondaries and Single Asset Deals16 adjusting to focus on the former during market corrections and on the latter during normalized market conditions. It is expected that the Fund will opportunistically pursue transactions in a broad range of private equity fund investments (including funds of funds, feeder funds and other similar structures), portfolios of direct private equity assets, and coinvestments EFTA01395898

in individual assets alongside private equity sponsors where the Glendower SOF Team has an angle. More specifically: .>Z Informational advantage, by leveraging the Glendower SOF Team's relationships with over 180 Fund Sponsors17 and its investments in more than 350 fund interests worldwide.18 \Z Relationship with sellers, by working directly with sellers to address their objectives, which often include nonmonetary factors such as confidentiality, speed of transaction, and certainty of execution. .>Z Opportunity to solve for complexity, by leveraging the Glendower SOF Team's transactional expertise to structure more complex transactions at a smaller size than other larger secondary funds. 12 Source: Glendower Capital based on Greenhill Secondary Market Trends & Outlook, January 2018. 13 Past performance is not a prediction of the future performance of SOF, SOF D, SOF II or SOF III but is included to demonstrate the track record of the Glendower SOF Team and there can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved. 14 Prospective investors should note that while at Deutsche Asset Management, the SOF Team were able to make use of platform personnel and resources in connection with the SOF Program that will not be available to the Glendower SOF Team in connection with the management and operation of SOF IV. 15 Source: Glendower Capital's proprietary information. 16 Represents % of aggregate invested capital in the SOF Funds as of September 30, 2017. Past portfolio construction of the SOF Funds is not a prediction of the Fund's portfolio construction. 17 Source: Glendower Capital's proprietary information. 18 Source: Glendower Capital's proprietary information. Confidential Private Placement Memorandum 4 EFTA01395899

GLDUS125 Gerald Ford Section 1: Executive Summary Established track recordl9, 20 As of September 30, 2017 the SOF Program has delivered a strong performance with aggregate gross performance since inception of 1.6x gross multiple and 28% IRR (Internal Rate of Return) and 1.5x TVPI (Total Value to Paid-in Capital), 0.9x DPI (Distributions to Paid-in Capital) and 23% Net IRR to investors. More specifically: SOF (2006, US$565 million, in harvesting stage) has generated top decile performance in the 2006 vintage peer group, with 2.1x gross multiple and 29% gross IRR and a 1.8x TVPI, 1.8x DPI and 22% Net IRR. t SOF D (2010, US$147 million, in harvesting stage) has generated top decile performance with a 3.0x gross multiple and 37% gross IRR and a 2.3x TVPI, 2.1x DPI and 29% Net IRR. )Z SOF II (2011, US$614 million, in maturing stage) has generated top quartile performance with a 1.7x gross multiple and 23% gross IRR and a 1.5x TVPI, 1.2x DPI and a 20% Net IRR. .>Z SOF III (2014, US$1,654 billion, in early stage — completing investment period) has generated top quartile performance with a 1.4x gross multiple and 31% gross IRR and a 1.3x TVPI, 0.3x DPI and 30% Net IRR. Experienced, independent team dedicated to secondaries \Z Newly established, independent firm wholly owned by its Partners. • Glendower Capital acts as adviser and sub-delegated manager to the SOF Funds, generating meaningful fee income for Glendower Capital. \Z Privately owned by its partners who worked together for 15 years2l before spinning-out from Deutsche Asset Management in 2017. )Z London and New York offices with established operational, integrated, self-contained processes developed by the SOF Team over 10 years. )Z Seasoned international 23-strong team (16 investment professionals with a 12-year average of relevant experience) targeted to grow to 26-28 by mid 2018. \Z Extensive database and relationships having invested around US$3 billion in over 350 fund interests in more than 80 deals and having screened thousands of funds over 10 years.22 Unique sell-side experience, having participated in the restructuring of Deutsche Bank's €5.1 billion proprietary private equity portfolio from 2003 to 2006.23 Disciplined and selective investment process \Z Targets attractive risk-adjusted returns in excess of 20% Net IRR (after all fees, expenses and carried interest) on a portfolio-wide basis.24 19 Source: Cambridge Associates Secondaries Benchmark statistics as of September 30, 2017. This information reflects a comparison of the performance of the SOF Funds against one benchmark only. SOF Funds' performance may differ when compared to other benchmark data. EFTA01395900

Performance of the SOF Funds is not included in the data set used to calculate the benchmark data. Please refer to Section 2, Exhibit 2 for further information. 20 The performance figures have not been audited and are based on the unaudited aggregated performance results of SOF, SOF D and SOF II and SOF III, collectively the SOF Funds, as of September 30, 2017 and should be read and reviewed in conjunction with Appendix 5: Important Performance Information which sets forth, amongst other things, important information regarding the performance described above. Further, note that the calculation methodology adopted to calculate Net IRR in respect of the SOF Funds is impacted by the SOF Funds' use of subscription line facilities. The SOF Funds use (and SOF IV is expected to use) such facilities to manage capital drawdowns, as described in "Drawdowns and use of subscription line facilities" in Section 7: Risk Factors. The SOF Funds' performance data is not expected to be representative of the investment returns that will be experienced by investors in the Fund. Gross returns are gross of fees, expenses and carried interest, which are not charged at the investment level. Investors should consult with their own advisors as to the appropriate factors to be considered in evaluating this information. Past performance of the SOF Funds is not a prediction of their future performance or that of the Fund. 21 Carlo Pirzio-Biroli, Charles Smith, Chi Cheung and Deirdre Davies have worked together since 2003. Adam Graev became part of the SOF Team in 2007 and Joshua Glaser in 2013. 22 Source: Glendower Capital's proprietary information. 23 The Deutsche Bank proprietary private equity restructuring took place between 2003 and 2006. Charles Smith and Carlo Pirzio-Biroli played a role alongside other Deutsche Bank colleagues in the transactions that contributed to the disposition of Deutsche Bank's proprietary private equity portfolio. Charles Smith and Carlo Pirzio-Biroli were not involved in all such transactions and the efforts described in this Memorandum in respect of the proprietary private equity restructuring are attributable to the whole Deutsche Bank team rather than any individual within it 24 There can be no assurance that the Fund will achieve its investment objective or its target return. Glendower Capital Secondary Opportunities Fund IV, LP Confidential Private Placement Memorandum 5 EFTA01395901

GLDUS125 Gerald Ford Section 1: Executive Summary Glendower Capital Secondary Opportunities Fund IV, LP \Z Leverages informational advantage from relationships with over 180 Fund Sponsors.25 tZ Conducts a rigorous value driven, asset-by-asset, bottom-up analysis focused on: — Operational, financial and market risk analysis for each underlying portfolio company26 — Cash flow analysis at portfolio level — Review of fund and portfolio company management — Analysis of the impact of terms and structure on net returns — Critical assessment of the prospects for liquidity \Z Identifies investment opportunities where there is an alignment of interest between the Fund Sponsor and its investors and the majority of value is in identifiable, attractive assets with reasonable leverage and attractive "see through" entry multiple at secondary pricing. Strong alignment of interests The interests of the Glendower SOF Team will be strongly aligned with the investors in the Fund: .>Z The senior members of Glendower Capital intend to commit a minimum of 1.0% of the Fund. .>Z The partners and professionals of Glendower Capital will be entitled to receive all the Carried Interest generated by the Fund. .>Z The Investment Committee of the Fund will consist solely of individuals from Glendower Capital. tZ Deutsche Bank will not be involved in the management of SOF IV, or any future funds managed or advised by Glendower Capital. Accordingly, Deutsche Bank will not receive any carried interest or general partner's share (or the equivalent thereof) generated by SOF IV. The key terms of the Fund are highlighted in Section 3: Summary of Principal Terms and set out in more detail in Section 6: Summary of Terms and Conditions. Certain risks and potential conflicts of interest associated with the Fund are highlighted in Section 7: Risk Factors and Section 8: Conflicts of Interest, which Investors should consider carefully. 25 Source: Glendower Capital's proprietary information 26 To the extent that such information is available. Confidential Private Placement Memorandum 6 • EFTA01395902

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Section 2: Investment Performance Confidential Private Placement Memorandum 7 EFTA01395903

GLDUS125 Gerald Ford Section 2: Investment Performance Glendower Capital Secondary Opportunities Fund IV, LP Investment Performance Secondaries Performance Highlights The Glendower SOF Team has delivered strong buyout-like returns27 to investors in the SOF Funds with an attractive risk profile, early cash flows, and negligible loss ratio. The performance of the SOF Funds in terms of the key closed-end funds metrics such as Net IRR, TVPI, and DPI is strong in absolute terms, compares favorably with its peers and shows strong consistency across fund vintages.28 Through September 30, 2017, the SOF Program had invested29 US$3.3 billion in 82 transactions resulting in distributions of over US$1.8 billion and had generated a 1.5x Net Multiple and a 23% Net IRR to investors. The mature funds in the SOF Program (SOF, SOF D, and SOF II) had generated a 1.7x Net Multiple and over 20% Net IRR. Exhibit 1: Performance of SOF Funds as of September 30, 201730, 31, 32, 33 Fund SOF Vintage (development stage) Fund size Transactions, funds, companies # Gross multiple Gross IRR Net multiple (TVPI4) Net distributed (DPI4) Net IRR Peak net contributed capital 2006 (harvesting) US$565m 21 / 154 / 1,774 2.1x 29% 1.8x 1.8x 22% 26% SOF D 2010 (harvesting) US$147m 1 / 28 / 193 3.0x 37% 2.3x 2.1x 29% EFTA01395904

51% SOF II 2011 (maturing) US$614m 29 / 75 / 737 1.7x 23% 1.5x 1.2x 20% 42% SOF III 2014 (early stage) US$1,654m 35 / 149 / 2,837 1.4x 31% 1.3x 0.3x 30% 44% 1.6x 28% 1.5x 0.9x 23% US$2,980m Total 27 For discussion purposes only Source: Glendower Capital based on Preqin benchmark data for the median TVPI and Net IRR achieved by buyout funds for vintages of 1997 to 2017. Average buyout TVPI = 1.59x; Average Net IRR = 15.5%. Data as of September 30, 2017. For further benchmarking of Glendower Capital to buyout returns, please refer to Exhibit 3 28 Past performance is not a prediction of the future performance of SOF, SOF D, SOF II or SOF III but is included to demonstrate the track record of the Glendower SOF Team and there can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved. 29 "Invested" is defined as the sum of the purchase price and remaining unfunded obligation as of the time of closing, or time of expected closing for pending deals. 30 The performance figures have not been audited and should be read and reviewed in conjunction with Appendix 5: Important Performance Information which sets forth, amongst other things, important information regarding the performance described above. The SOF Funds' performance data is not expected to be representative of the investment returns that will be EFTA01395905

experienced by investors in the Fund. Past performance of the SOF Funds is not a prediction of future performance. Both SOF and SOF D are invested in the DaVinci Portfolio — a well diversified portfolio of 28 private equity funds purchased through an SPV, providing exposure to buyout, special situations, venture capital and real estate strategies in North America, Europe and Asia. The number of funds and companies is an estimate and shows the aggregate of each deal at closing and may include some double counting. TVPI = Total Value to Paid in Capital; DPI = Distributions to Paid in Capital; IRR = Internal Rate of Return. 31 SOF D is a Euro denominated fund. US$ valued have been converted at September 30, 2017 EUR/US$ rate of 1.1822. 32 Both SOF and SOF D are invested in the DaVinci Portfolio — a well diversified portfolio of 28 private equity funds purchased through an SPV, providing exposure to buyout, special situations, venture capital and real estate strategies in North America, Europe and Asia. The number of funds and companies is a best estimate and shows the aggregate of each deal at closing and may include some double counting. 33 TVPI = Total Value to Paid in Capital; DPI = Distributions to Paid in Capital; IRR = Internal Rate of Return. Confidential Private Placement Memorandum 8 EFTA01395906

GLDUS125 Gerald Ford Section 2: Investment Performance Glendower Capital Secondary Opportunities Fund IV, LP In Exhibit 2 each of SOF, SOF D, SOF II and SOF III is benchmarked against its vintage peer group reported in the Cambridge Associates Secondaries Benchmark statistics (September 30, 2017). The SOF Funds present comparatively strong Net IRR, DPI and TVPI across each vintage year. Exhibit 2: SOF Funds performance versus Cambridge Associates Secondary Fund Benchmark34, 35, 36, 37 In Exhibit 3, each of SOF, SOF D, SOF II and SOF III is benchmarked against its vintage group of top quartile buyout funds reported in the Cambridge Associates Global Buyout Benchmark as of September 30, 2017. Again, the SOF Funds present comparatively strong Net IRR, DPI and TVPI across each vintage year. Exhibit 3: Buyout-like returns with a secondary risk profile38 TVPI37 2.5x SOF D 30% SOF 2.Ox SOF II SOF 1.5x SOF III 1.Ox 1.5x SOF II 15% 1.Ox 10% 0.5x 0.5x SOF III 5% 0.Ox 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 0.Ox 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 0% 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 20% SOF II 2.Ox SOF 25% SOF D SOF D SOF III EFTA01395907

DPI37 2.5x Net IRR37 35% Buy out Top Quartile SOF Program 34 Source: Cambridge Associates Secondaries Benchmark statistics as of September 30, 2017. SOF Funds are shown benchmarked against their vintage year peer group. SOF and SOF D performance is not included in the data set used to calculate the benchmark data. Note that the performance figures in respect of SOF and SOF D have not been audited and should be read and reviewed in conjunction with Appendix 5: Important Performance Information. Past performance of SOF Funds is not a prediction of future performance. 35 Information presented in Exhibit 2 is based on the unaudited results of SOF, SOF D, SOF II and SOF III as of September 30, 2017. 36 Past performance is not a prediction of the future performance of SOF, SOF D, SOF II or SOF III but is included to demonstrate the track record of the Glendower SOF Team. There can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved. 37 DPI = Distributions to Paid-In Capital; RVPI = Residual Value to Paid-In Capital; TVPI = Total Value to Paid-in Capital. 38 Source: Cambridge Associates Global Buyout Benchmark as of September 30, 2017. This information reflects a comparison of SOF, SOF D, SOF II & SOF III performance against one benchmark only. Past performance is not a prediction of the future performance of SOF, SOF D, SOF II, SOF III or any other Glendower funds and there can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved, but is included to demonstrate the track record of the Glendower SOF Team. Information presented in this chart is based on the unaudited results of SOF, SOF D, SOF II and SOF III as of September 30, 2017 and should be read and reviewed in conjunction and should be read and reviewed in conjunction with Appendix 5: Important Performance Information which sets forth, amongst other things, important information regarding the performance described above. Confidential Private Placement Memorandum 9 EFTA01395908

GLDUS125 Gerald Ford Section 2: Investment Performance Glendower Capital Secondary Opportunities Fund IV, LP In Exhibit 4, each of SOF, SOF II and SOF III is compared against each other. The SOF Funds, each of a different size, raised in a different vintage and invested across diverse economic cycles, show strong consistency in terms of Net Contributed Capital, Net IRR, TVPI and DPI development. All funds peak below 50% in terms of Net Contributed Capital at around 16 quarters from inception. Net IRR, initially artificially high, levels off over time and converges at around 20% after 20 quarters. Capital tends to be returned in around 24 quarters, or 6 years. Lastly, TVPI tends to converge to the 1.65 - 1.85x range by the time funds are liquidated. The similar profiles exhibited below are ascribed to the consistency of the investment strategy which the Glendower SOF Team has adhered to since 2006.39 Exhibit 4: Consistency of SOF Funds performance40 39 Past performance is not a prediction of future performance and therefore there can be no assurance that the Fund will achieve comparable results or that any target results will be achieved. 40 Net Contributed Capital as % Fund Size, Net IRR Development, TVPI (Total Value to Paid in Capital), DPI (Distributions to Paid-in Capital), as of September 30, 2017. Performance figures have been calculated based on the unaudited performance results of SOF, SOF II and SOF III as of September 30, 2017 and should be read and reviewed in conjunction with Appendix 5: Important Performance Information which sets forth, among other things, important information regarding the performance information described in Exhibit 4. Past performance is not a predictor of future returns and there can be no assurance that SOF IV will achieve comparable results or that any target results will be achieved. Performance information on SOF D has not been included on this slide because SOF D is a single transaction / top-up fund raised in 2010 to underwrite pari-passu the DaVinci transaction with SOF. Glendower does not expect that similar transactions will be available to SOF IV. Confidential Private Placement Memorandum 10 EFTA01395909

GLDUS125 Gerald Ford Section 2: Investment Performance Glendower Capital Secondary Opportunities Fund IV, LP Lastly, in Exhibit 5 the SOF Program is compared against public market indexes including the MCSI World Index, Russell 2000 Index and the Thomson Reuters Private Equity Buyout Index. In all cases, each of SOF, SOF D, SOF II and SOF III compares favorably to public markets. Exhibit 5: SOF Program compares favorably to public markets4l 0% 5% 10% 15% 20% 25% 30% 35% 40% 29% 30% 22% 23% 21% 20% 18% 15% 15% 12% 9% 7% 3% 0% SOF (2006) SOF D (2010) Glendower Net IRR MSCI World SOF II (2011) Russell 2000 SOF III (2014) Thomson Reuters SOF Program 12% 12% 12% 12% 9% 15% 41 MCSI World Index and Russell 2000 Index returns are based on total return. Thomson Reuters Private Equity Buyout Index returns are based on price. These benchmark indices do not represent an appropriate benchmark to compare a Glendower investor's performance, but rather is disclosed solely to allow for comparison to that of certain well-known and widely recognized EFTA01395910

indices. Methodology: The Long Nickels method has been used to calculate the PMEs. Net cash flows for the SOF Funds are replicated in each index. For example, (i) when capital is drawn from an investor, an equivalent amount is invested in the index on the specific date; and (ii) when capital is distributed to an investor, capital is "withdrawn" from the index on the same date. A theoretical terminal value is generated based on the growth of the total index. Net IRR is calculated using the cashflows replicated in the index and the theoretical terminal value. Recallable distributions have been treated using the "all in method". Confidential Private Placement Memorandum 11 Net IRR EFTA01395911

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Section 3: Summary of Principal Terms Confidential Private Placement Memorandum 12 EFTA01395912

GLDUS125 Gerald Ford Section 3: Summary of Principal Terms Glendower Capital Secondary Opportunities Fund IV, LP Summary of Principal Terms The following is a summary of the terms and conditions of an investment in the Fund. This summary should be read in conjunction with, and is qualified in its entirety by reference to, the Summary of Terms and Conditions, Risk Factors and Conflicts of Interest contained in Section 6, Section 7 and Section 8, respectively, of this Memorandum, the Fund Partnership Agreement and the deeds of adherence relating to the purchase of Interests, all of which are available upon request and should be reviewed carefully prior to making an investment decision. Fund Name Investment Strategy Glendower Capital Secondary Opportunities Fund IV, LP. The Fund will seek to generate attractive, risk adjusted investment returns, principally in the form of capital appreciation, through the acquisition of a diverse portfolio of private equity assets on the secondary market. Target Size US$1.75 billion. Minimum Commitment US$5 million. Fund Structure Manager English private fund limited partnership. Glendower Capital, LLP, which is authorized and regulated in the UK by the FCA. The Manager will appoint its affiliate, Glendower Capital (U.S.), LLC, to provide investment advice to the Manager in connection with the investment management of the Fund. Term Investment Period Target First Closing 7 years from the date of the last closing of the Fund (expected to take place no later than 18 months after the First Closing), with up to five one-year extensions. 4 years from the last closing of the Fund. As soon as practicable. General Partner's Share The General Partner will receive from the Fund an annual profit share as follows: (i) (ii) (iii) during the Investment Period, 1.25% per annum of aggregate Commitments; for the two years following the expiration of the Investment Period, 1.00% per annum of Invested Capital; EFTA01395913

for each successive year thereafter, the greater of 90% of the annual profit share for the immediately preceding year and 0.25% per annum of aggregate Invested Capital. Distributions and Carried Interest Clawback Preferred return: 8%. Carried interest: 12.5% with a 100% catch-up. Yes. Organizational Expenses The Fund will bear up to US$2.5 million. Confidential Private Placement Memorandum 13 EFTA01395914

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Section 4: Glendower Capital Secondary Opportunities Fund IV, LP Confidential Private Placement Memorandum 14 EFTA01395915

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP SOF IV is being established by Glendower Capital as the successor fund to the SOF Funds to pursue the same investment strategy as the SOF Funds in the secondary market and will follow processes established by the Glendower SOF Team in the SOF Program.42 Investment Strategy In line with the focused and disciplined investment strategy that has generated strong returns in the SOF Funds to date,43 the Fund will target the acquisition, holding and disposition of a diverse portfolio of investments including buyout, growth capital, venture capital, special situations, turnaround, mezzanine and distressed opportunities, real estate and infrastructure assets on the secondary market. The Fund will target globally, but primarily in the U.S. and Europe, three types of investment: 1. Fund Secondaries, the purchase of LP interests in existing private equity funds; 2. GP-led Secondaries, which can often involve greater complexity than traditional Fund Secondaries, and include spin-in/spin-outs, tail-end restructuring, asset liquidations and LP tenders; and 3. Single Asset Deals into individual private equity companies, either at the time of the original acquisition, or later from an investor seeking early liquidity. The Manager will primarily allocate capital between these three strategies depending on its assessment of the relative attractiveness of the transactions available at any point in time. During the Investment Period the relative weightings of each of the three strategies may vary as the Manager's assessment of their relative attractiveness changes. The Fund will focus on smaller Fund Secondaries of US$5 million to US$100 million sourced from a mix of small institutions, family offices and private investors coupled with the opportunistic pursuit of larger transactions sourced from financial institutions, corporate and alternative funds. This will, in the Manager's view, enable the Manager to select the most attractive investment opportunities on a global basis. The Fund will target GP-led Secondaries of US$100 million to US$250 million, focusing on funds with attractive assets managed by fundamentally sound managers who have 'hit a bump in the road,' or have investors who have lost patience or changed strategy and are therefore looking for liquidity. The Manager believes it will be one of few Managers who have the capabilities to execute such transactions at this size range — most Managers target larger transactions to justify the higher level of resources necessary to execute GP-led Secondaries. The Fund will opportunistically invest into Single Asset Deals where the EFTA01395916

Manager believes it has identified a situation where its capital can add value to the transaction or help unlock a situation. In addition to the three strategies described above, the Fund will have the ability to allocate up to 15% of aggregate commitments to select primary fund investments and other opportunities to invest in funds where less than 50% of aggregate capital commitments of the relevant fund have been drawn down. The Fund will target attractive, risk-adjusted returns in excess of 20% Net IRR (after fees, expenses and carried interest) on a portfolio basis.44 42 Prospective investors should note that while at Deutsche Asset Management, the SOF Team was able to make use of platform personnel and resources in connection with the SOF Program that will not be available to the Glendower SOF Team in connection with the management and operation of SOF IV. 43 Past performance of the SOF Funds is not a prediction of future performance of either the SOF Funds or the Fund. Actual returns on unrealized investments may differ materially from returns indicated herein. 44 There can be no assurance that the Fund will achieve its investment objective or its target return. Confidential Private Placement Memorandum 15 EFTA01395917

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP The Manager believes it will be able to source less intermediated deal flow and work directly with sellers to address their objectives, which often include non-monetary factors such as confidentiality, speed of transaction and certainty of execution. Differentiated Sourcing The Glendower SOF Team maintains an extensive network of relationships and referral sources amongst fund investors, fund sponsors, managers, portfolio companies, intermediaries/placement agents, investment banks and other counterparties in the financial industry which they can leverage to source proprietary, less intermediated, deal flow. The Manager believes that its global sourcing approach is critical to achieving attractive risk-adjusted returns for the Fund by allocating capital to what the Manager considers to be the best investment opportunities on a global basis. Since inception, the SOF Program has benefitted from a diversified pool of sellers as well as assets. More specifically: \Z The secondary investments represented in the SOF Funds are comprised of assets located in (by fair market value) North America 47%, Europe 47%, Asia and Pacific 3% and the rest of the world 4%.45 \Z Sellers of the assets purchased by the SOF Funds were located in (by value) North America 43%, Western Europe 55% and the rest of the world 3%.46 The Manager expects to leverage non-monetary factors, such as confidentiality, trust, speed and certainty of execution. In Glendower's experience, these factors become particularly relevant to sellers in distressed financial conditions or who are keen to mitigate execution risk in rapidly changing markets. In sourcing transactions for the Fund, the Manager expects the Glendower SOF Team to focus on sellers who ascribe value to non - monetary factors that the Fund may be in a position to offer. Exhibit 6: Established and disciplined sourcing and deal selection process. A wide funnel and a narrow filter.47 Access to extensive industry network developed over 15 years • GPs, LPs, Advisory Board members • Close private banking relationships: DB Wealth Management, Raymond James, Alex Brown • Law firms, sourcing agents, banks Proactive top-down approach • Engage directly with potential seller universe: banks, insurance companies, pension funds • Off-the-shelf pricing for closely monitored EFTA01395918

library of >100 funds Investor of reference in GP-led and Single Asset Deals • Completed over 30 deals since 2007 • Substantial follow-on deal flow subsequent to first transaction —3,000 potential deals screened since 2007, for c.US$400bn Significant buy & sell side experience • 100 transactions over 10 years for US$3bn • Invested in over 350 funds globally • Wind-down of US$6bn DB PE proprietary portfolio Filters Filters Filters Unique GP-restructuring and spin-off experience • As seller, as buyer, own spin-off Disciplined deal-by-deal underwriting of target unlevered returns to SOF LPs • Value investing, bottom-up approach Transacted 1% by value across c.100 transactions 45 Source: Glendower Capital proprietary information. Data as of September 30, 2017. 46 Source: Glendower Capital proprietary information. Data as of September 30, 2017. 47 Source: Glendower Capital proprietary information. Data as of March 19, 2018. Confidential Private Placement Memorandum 16 EFTA01395919

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP Attractiveness of Secondary Opportunities for Investors The Manager believes that secondary investments can form an important element of a diversified private equity portfolio: .>Z Secondaries complement investment portfolio construction: a secondary investment program can be designed to complement a primary investment program by filling the gaps in an investor's investment portfolio and providing exposure to older vintages or different strategies or geographies. \Z Secondaries provide the opportunity to pursue an attractive risk-reward profile. Exhibit 7: Attractiveness of Secondary Opportunities for Investors48 In '000 Pricing Flexibility Mitgate Blind Pool Risk Mitigate 3-Curve Complement Portfolio Construction — Re-price existing funded assets — Capitalise on pricing inefficiencies — Knowledge of existing underlying companies — Mature assets typically yield more predictable cash flows — Shorter duration of investments — Earlier cash distributions — Accelerate deployment of capital — Provides back-seasoned diversified exposure across vintage, strategy, industry and geography. 1,000 1,200 1,400 200 400 600 800 (800) (600) (400) (200) 1 Hypothetic al timing of secondary transaction EFTA01395920

Timeframe of secondary investment 2 3 4 5 6 7 8 9 10 11 Years Capital calls and management fees Distributions Cumulative cash flows More specifically, the Manager believes that secondary investments offer the potential for an attractive risk-reward profile due to: \Z Pricing flexibility: capacity to re-price existing assets to reflect current performance and economic environment and to opportunistically target price inefficiencies resulting from market dislocation and supply-demand imbalances in the private equity market. \Z Mitigation of blind pool risk: a secondary manager is typically able to analyze existing assets and will therefore have greater visibility on cash-flows. \Z Mitigation of 3-curve effect: typically secondary investments are drawn down more quickly and return capital more quickly than primary funds and therefore suffer less from the 3-curve effect. Secondary Market Investment Opportunity Introduction Fundamentally, private equity assets — when held through funds, funds of funds, feeder funds or other similar holding structures — are illiquid investments with long holding periods (typically 10 to 12 years for fund interests) during which time investors have no, or limited, rights to liquidity and investors receive limited information about the performance of the underlying portfolio companies. An investor in such a structure that requires liquidity prior to the sale of the underlying assets by the fund has limited alternatives to selling the interest on the secondary market. A range of dynamics in the private equity industry, such as an evolving regulatory environment, ongoing limited partner portfolio management becoming standard and a rising number of GP-led Secondaries, can create attractive opportunities to purchase private equity assets on a secondary basis. 48 This information is for discussion purposes. The graph is an example for illustrative purposes and the actual cash flow profile of any given investment may vary substantially. Confidential Private Placement Memorandum 17 EFTA01395921

EFTA01395922

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Secondary market overview The secondary private equity market has expanded and evolved dramatically over the last two decades. The market is large, dynamic and acknowledged by private equity firms and limited partners alike as a liquidity enabler for private equity investors globally. In its early years, the secondary market was typically a much more niche market and limited to the sale and purchase of limited partnership interests in private equity funds. Today, the market has expanded to include bespoke liquidity solutions such as LP tenders, GP recapitalizations and structured and hybrid transactions. At the same time, the global private equity market has increased significantly to US$2.8 trillion.49 The expansion of secondary solutions and a large, growing primary private equity market have propelled the secondary market to record volumes in recent years. Over the previous three years the secondary market has consistently transacted an average of US$40 billion a year and in 2017 showed another significant jump in volume to US$58 billion.50 Glendower believes that the record volumes are being driven primarily by: (i) increases in the number of transactions, and (ii) a greater number of small to medium-sized deals transacted by a diverse set of participants. Glendower expects that many of the critical drivers of volumes over the last few years, such as the growth of GP-led Secondaries and active portfolio management by investors, will continue to underpin the secondary market and represent mainstay sources of supply in this dynamic market. Glendower believes that the fundamental drivers of supply remain intact and future market activity will be driven by a number of factors, including a stable pricing environment, continued prominence of GP-led Secondaries and healthy buyer demand. Active portfolio management via LP portfolio sales represented the majority of market volumes in 2017 and this trend should continue with sellers actively engaging in the market for a variety of reasons, including: (i) change in strategy, (ii) portfolio diversification, (iii) liquidity issues and (iv) tax planning. GP-led Secondaries now account for a significant amount of volume in the secondary market and contributed US$14 billion51 in 2017 (24% of total volume). Glendower expects this once-emerging trend to now be a steady source of supply as transaction structures and market participants continue to evolve and mature. Exhibit 8: PE Secondary Market Volumes 2006 — 201752 US$bn 60 50 6x 40 EFTA01395923

30 25 21 20 13 10 10 0 2006 2007 2008 2009 2010 2011 GP-led Secondary 2012 2013 Fund Secondary 2014 2015 2016 2017 9 16 26 28 42 40 37 58 Glendower Capital Secondary Opportunities Fund IV, LP The volume of private equity assets has grown significantly as more investors have entered the asset class, existing investors have increased allocations to private equity and larger commitments of capital have been made to increasingly larger investment funds. According to Preqin, the global private equity AUM in 1H17 amounts to US$2.8 trillion of which 49 Source: 2018 Preqin Global Private Equity & Venture Capital Report. 50 Source: Greenhill Secondary Pricing Trends & Analysis, January 2018. 51 Greenhill Secondary Pricing Trends & Analysis, January 2018. 52 Glendower Capital analysis based on Greenhill Secondary Market Trends & Outlook, January 2018; Greenhill GP Solutions Discussion Materials, May 2017; and Dow Jones Private Equity Analyst Guide to Secondary Market, June 2017. Confidential Private Placement Memorandum 18 EFTA01395924

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP the NAV represents US$1.8 trillion and unfunded amounts to US$1.0 trillion. The growth of the primary private equity market together with an increased propensity to trade will be the two key drivers of the continued growth of the secondary market as a derivative of the primary market. Exhibit 9: Total PE assets have risen to US$2.8 trillion53 US$bn 3,000 2,500 2,000 1,500 1,000 500 0 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Unrealised portfolio value Dry powder 2x Exhibit 10: Annual Secondary volumes now 1-2% of total PE54 0.2% 0.4% 0.6% 0.8% 1.0% 1.2% 1.4% 1.6% 1.8% 2.0% 2.2% 2x 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 As % of total PE assets Secondary market pricing — stable and driven by rational participants Pricing in the Secondary market is a key factor that sellers consider when evaluating a decision to potentially transact. In 2017, the average headline high bid across all strategies remained strong at 93% of NAV.55 While pricing increased slightly from the prior year, a closer review of pricing data revealed that younger funds with available dry powder received stronger pricing. Tail-end funds typically have few remaining unrealized assets with little projected uplift in value. This results in wider discounts than funds of more recent vintages whose assets still have potential for growth. While overall buyout funds traded at 99% of NAV in 2017 (skewed positively by high demand for more recent vintage funds), other funds, and one-off transactions (i.e., smaller portfolio deals EFTA01395925

without structure) traded at significantly larger discounts. There is an even greater price gap for perceived "out-of-favor" funds and lower-quality managers. It is Glendower's opinion that staying focused on bottom-up fund and asset selection, often resulting in acquiring one or only a few funds from a given seller, may result in the ability to generate stronger performance than larger portfolio purchases. The Manager believes that buying a large diversified portfolio in an auction, with the use of significant leverage and/or transaction structuring, is effectively purchasing a levered private equity index with diminished ability to generate alpha. It is important to note that while the Greenhill data of headline pricing captures bids received by sellers, it does not necessarily mean that most funds trade in the 90% range of NAV. The aggregate pricing data masks the broadening spread of discounts paid in the underlying deals which can be skewed by a number of factors, including large portfolio trades that often achieve strong pricing. It is also worthwhile to note that the pricing data is as of the Record Date,- 56 and does not factor in transaction structuring, 53 2018 Preqin Global Private Equity & Venture Capital Report. 54 Glendower Capital based on 2018 Preqin Global Private Equity & Venture Capital Report; Greenhill Secondary Market Trends & outlook, January 2018; and Dow Jones Private Equity Analyst Guide to the Secondary Market, June 2017. 55 Greenhill Secondary Market Trends & Outlook, January 2018 56 Private equity funds typically report information to their investors, including the net asset value of their investment, on a quarterly basis. Secondary market transactions are typically priced with reference to the net asset value of an LP interest as of a specific reporting date, the "Record Date". Confidential Private Placement Memorandum 19 EFTA01395926

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP cash flows between signing and closing and mark-to-market pricing — which taken together often result in higher effective discounts at closing for buyers. Exhibit 11: Secondary Market Pricing (2005 - 2017)57 Secondary market pricing has rebounded from the high discounts and low volumes of 2009 to remain stable at around 10% discount to NAV from 2014 to date. The Manager believes that the secondary market transacts in a healthy manner when headline pricing to the seller is in the 10% to 20% discount to reference date NAV range. For example, in 2009 secondary volumes were very low because the high discount (to already low net asset values) being demanded by buyers did not match seller expectations, even those sellers in a certain amount of distress. From 2010 to today, secondary market pricing has recovered to within a transactable range, resulting in a more robust market. 57 Glendower Capital analysis and estimates based on Greenhill Secondary Market Trends & Outlook, January 2018; Cogent Partners Secondary Market Trends & Outlook, July 2014; Cogent Partners Secondary Market Update, March 2009; and Dow Jones Private Equity Analyst Guide to the Secondary Market, June 2017. Confidential Private Placement Memorandum 20 EFTA01395927

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP Secondary market supply/demand remains balanced Glendower believes that the secondary market supply / demand is balanced with an active set of both buyers and sellers. Greenhill estimates the available dry powder in the Secondary market at ca. US$125 billion. If compared with 2017 annual volume of US$58 billion, this represents a 2.2x ratio: Glendower believes that this represents a reasonable supply/demand balance of approximately two years of deal flow at current market volumes, a more favorable balance than in comparison to traditional private equity. Exhibit 12: Strong Secondary Capital supply58 US$bn 100 120 140 20 40 60 80 0 Dry Powder Annual Deal Volume 125 Exhibit 13: Dry powder/deal volume remains balanced59 US$bn Glendower Capital estimates that 2.2x annual deal volume is available to deploy in Secondaries 58 100 200 300 400 500 600 700 0 Buyout Secondaries 3.7x Dry Powder Deal volume 2.2x Glendower believes the increase in absolute dry powder in the secondary market over the last few years has led some buyers - in an attempt to keep pace with capital deployment desires to modify their investment discipline. Glendower emphasizes rigorous asset selection and has historically maintained a very EFTA01395928

disciplined approach in its opportunity selection, transacting approximately 19660 of total transaction volume by value since inception. Diverse and growing seller universe Seller composition in 2017 was highly diverse, with no institutional category accounting for more than a quarter of total deals by number. According to Greenhill, all types of sellers participated in the secondary market in the first half of the year. This reflects the evolution of the secondary market which now represents an efficient portfolio management tool that is used by market participants to strategically rebalance private equity portfolios. The varied seller make-up contrasts to the past where volumes were concentrated in financial institutions and pension plans. Glendower expects selling activity to remain broad-based with particular strength from (i) GPs, (ii) public pensions, and (iii) funds-of-funds as they continuously rebalance their portfolios and seek to liquidate older vintage vehicles. 58 Glendower Capital based on Greenhill Cogent Secondary Market Trends & Outlook, January 2018. 59 2018 Preqin Global Private Equity & Venture Capital Report, Bain & Company Global Private Equity Report 2018 and Greenhill Cogent Secondary Market Trends & Outlook, January 2018. 60 Deal flow information represents the aggregate deal flow by value reviewed by the Glendower SOF Team between January 1, 2006 and September 30, 2017. Historical deal flow characteristics do not provide a prediction of future deal flow trends and there can be no guarantee that future deal flow will be comparable to historic deal flow. Confidential Private Placement Memorandum 21 EFTA01395929

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP Exhibit 14: 2017: Seller composition breakdown6l Exhibit 15: Funds marketed by vintage58 100% 20% General Partners 24% Endowments & Foundations 16% Family Office / Other 6% 80% 60% 58% 40% Financial Institutions 12% Asset Manager / FoF 18% 0% 2016 Public Pensions / SWF 24% 2017 20% 22% 18% <2006 Pre-crisis 43% 2006-08 Pre-crisis 39% >2008 Post-crisis Emergence of tail-end sales There has been a recent emergence of traditional secondary buyers and funds- of-funds entering the market as sellers. While these seller types may be emerging, motivations for doing so are not new and are consistent with the broader asset management sub-segment, where sellers are looking to wind down older vehicles to either lock in gains, return capital to LPs, or both. Glendower estimates that here is a significant supply of secondary opportunities in pre-crisis bubble funds as evidenced by ca. US$600 billion of private equity assets still locked in 2003-2008 vintage funds. EFTA01395930

Exhibit 16: PE Assets by Fund Vintage Year62 US$bn US$600 billion 250 226 200 201 186 150 149 137 100 92 50 48 5 0 2003 2004 2005 2006 Pre Crisis Bubble 2007 2008 2009 Crisis 2010 2011 2012 2013 2014 Post Crisis 2015 11 20 2016 67 129 144 193 61 Greenhill Cogent Secondary Market Trends & Outlook, January 2018. 62 2017 Preqin Global Private Equity & Venture Capital Report — Private Equity and Venture Capital Unrealized Value by Fund Vintage Year as of June 2016. Confidential Private Placement Memorandum 22 EFTA01395931

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Growth and prominence of GP-led Secondaries The volume of GP-led Secondaries in 2017 was US$14 billion, representing approximately 24% of total Secondary market deal volumes.63 These transactions included recaps and restructurings, tender offers, direct secondaries and spin-outs. Historically, transactions involving buyout funds have dominated the landscape (70% of all GP-led Secondaries volume in 201664); however, there was significant growth in the real assets space with infrastructure funds representing 15%, followed by real estate, energy and venture. Exhibit 17: GP-led Secondaries Transaction Volume (2006 — 2017)65 US$bn 10 11 12 13 14 15 0 2 3 4 5 6 7 8 9 % of Secondary market deal volume 30% 14.0 25% 18% CAGR 8.2 7.1 15% 9.0 20% Glendower Capital Secondary Opportunities Fund IV, LP 10% 2.4 1.9 0.6 0% 2006 2007 2008 EFTA01395932

2009 GP-led secondaries 2010 2011 2012 2013 2014 2015 2016 GP-led secondaries as % of total A number of factors are driving the trend for the general partners of underlying funds to organize liquidity solutions on behalf of their investors: t The global financial crisis left many GPs delaying exits by several years resulting in a build-up of inventory of assets for sale. Today, there is US$0.6 trillion of unrealized private equity assets locked in vintages 2008 and earlier. LPs are taking a more proactive approach to rebalancing their portfolios, which have included growing demands for the liquidity that GPs have long promised. A greater and growing number of high-quality managers are now utilizing the Secondary market to solve unique issues among their funds (i.e., end of fund life planning, additional capital to support existing portfolio companies, release of capital for latest offering etc.). t Continued evolution and refinement of transaction structures. Glendower believes that this reality has led to an influx of GP-led liquidity offerings and restructurings. Once mere 63 Greenhill Cogent Secondary Market Trends & Outlook, January 2018. 64 Greenhill Cogent Secondary Market Trends & Outlook, January 2017. 65 Glendower Capital based on Greenhill Secondary Market Trends & Outlook, January 2018 and Evercore H1 2017 Secondary Market Survey Results. 2017 2.7 2.7 1.6 1.1 1.9 5% Confidential Private Placement Memorandum 23 EFTA01395933

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP curiosities, Glendower observes that GP-led Secondaries have quickly grown to be an important aspect of the market, one that Glendower expects to continue to actively drive volumes in the future. Glendower believes that it is only a matter of time before large brand name GPs utilize the Secondary market to achieve liquidity solutions for their older funds. While there has been a large influx of GP-led opportunities, Glendower has not observed that this automatically translates to closed deals. In fact, various market intermediaries have noted increased instances of failed transactions. GP-led Secondaries are inherently complex with many stakeholders involved. Glendower continues to believe the common themes among successful GP-led Secondaries include early and open communication with existing LPs, quality assets that are fairly valued, well-aligned managers and the creation of a set of options for existing investors that are more attractive than the status quo. The increased transaction risk and structuring sophistication that characterize GP-led Secondaries require more advanced secondary transactional expertise, larger teams and mid-to-large fund sizes to underwrite deals that are more concentrated than traditional LP portfolios. Glendower has taken a cautious, value-oriented approach to GP-led Secondaries and focuses on opportunities where there is strong alignment with the manager, diversified portfolio, attractive cash flow positive assets, near-term liquidity and a compelling rationale for the GP to seek a comprehensive liquidity solution for existing LPs. It is important to focus on deals that have the right dynamics to lead to a successful outcome for all involved parties. Exhibit 18: Glendower expects an increasing prevalence of GP-led Secondaries with "Top Quartile" GPs66 66 Glendower Capital market intelligence. Confidential Private Placement Memorandum 24 EFTA01395934

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP The Competitive Environment The secondary market is made up of a range of funds targeting secondary opportunities varying in size from under US$100 million up to the largest, at US$10.8 billion, that closed in 2016.67 Secondaries funds are further differentiated by their geographic focus and increasingly by their sourcing and investment strategy. The Fund will be positioned in the mid-sized segment of the market, which the Manager estimates currently comprises secondaries funds between US$1 billion and US$3 billion in size. The Manager believes this is a particularly attractive segment of the market because funds in this size bracket are able to build diversified portfolios while also being extremely selective over which transactions to pursue. In contrast, funds below US$1 billion are forced to compete in the very competitive market for small fund interests, and are often focused on particular geographies or strategies, reducing such a fund's ability to mitigate risk through diversification. Conversely, funds with sizes of greater than US$3 billion inevitably build extremely diversified portfolios which act as private equity indices and therefore have difficulty in generating out performance. Exhibit 19: Glendower Competitive Landscape: Well Positioned to Pursue its Strategy68 Fund Size (US$000) L • Levered beta play • PE market indexing • Global sourcing • Volume-driven 3,000 • M Alpha play • Value investing • Global sourcing • Selective sourcing 1,000 SOF II S • Smaller deals • Local sourcing • Very competitive SOF I >50 players 100 EFTA01395935

1996 1998 2000 2002 2004 2006 2008 Fund Vintages <$1bn $1-3bn >$3bn Glendower Capital 2010 2012 2014 2016 2018 SOF III SOF IV —10 players 10,000 —10 players Sourcing strategies Many of the larger funds source investments through auctions designed to sell large portfolios where the seller is looking to significantly reduce its private equity exposure. These sellers have historically included financial institutions that are compelled to sell by incoming regulations, and pension plans looking to actively manage their private equity portfolios. Financial institutions have now largely finished selling their portfolios, but pension plans remain large investors in private equity and will continue to sell periodically to manage their exposure. Following the sale of these large portfolios, the mix of sellers has changed towards alternative asset managers, family offices and endowments and foundations. The Manager expects the Fund to be ideally positioned to selectively acquire some of the remaining assets and positions held by these potential sellers. These transactions tend to be more complicated to execute or less conventional in asset type (real estate, infrastructure, mezzanine and special situations). The Manager's expertise in structuring relatively complex transactions, together with its target deal size of under US$100 67 Source: Glendower Capital market intelligence. 68 Source: Preqin database and Glendower Capital's own analysis. Confidential Private Placement Memorandum 25 EFTA01395936

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP million, make it a potential buyer of choice in these transactions. Maturity of fund interests The mid-sized fund segment of the market is further differentiated through the maturity of fund interests targeted. Some strategies target interests in immature buyout funds which are between 15% and 50% drawn down. These strategies do a primary style analysis of the blind pool portion of the portfolio — focusing on the capability of the Fund Sponsor to invest the remaining commitments well, alongside a secondary pricing analysis of the existing assets. Complementary to this, some secondaries funds target interests in Fund Sponsors that are considered by their primary fund investment businesses to be of high quality on the basis that these interests, even if bought at close to par value, represent a compelling purchase. In contrast to these approaches, the Fund will focus only on mature fund interests (at least 50% drawn, typically over 80% drawn). This approach provides the Manager with visibility on the underlying assets and reduces reliance on the Fund Sponsor to select strong investment opportunities (reduces 'blind pool risk'). Investment Process Overview The Glendower SOF Team has developed a robust and selective investment process to support its focused and disciplined investment strategy. Exhibit 20: Secondaries Investment Process Deal origination and sourcing ti Top down identification of attractive assets fF Focus on key seller verticals ti Proactive calling efforts fr Logging of all potential deals into pipeline Screening and due diligence ff, Weekly review of pipeline ti Staffing and prioritisation fF Detailed bottomup EFTA01395937

due diligence fr Transaction negotiation and structuring Investment decision & closing fr Approval by Investment Committee ff Final negotiations ff Signing of transaction ff GP consent / other closing conditions ff FX hedging fr Closing Monitoring and risk mgmt fr Review of realisations and updates on performance at weekly meeting fr Ongoing evaluation of sale opportunities fr Formal quarterly valuation and performance review Investment realisation fr Review cashflows from underlying funds fr Evaluate and execute realisations where we have discretion fr Pipeline fr Valuation model fr IC memo fr PSA and subscription documents fr Valuation memo fr Quarterly review fr IC memo fr Sale documents EFTA01395938

Deal origination and sourcing The Glendower SOF Team will seek to purchase funds in exclusive or minimally competitive negotiated transactions through its own extensive network of industry relationships, which includes financial sponsors, Fund Sponsors, portfolio companies, intermediaries/placement agents, and investment banks. The Glendower SOF Team will seek to proactively identify private equity funds through a combination of top-down and bottom-up analysis. Top-down identification of assets: an extensive private equity database listing certain funds is maintained with recent Confidential Private Placement Memorandum 26 Output Activities Step EFTA01395939

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP pricing that is expected to enable the Glendower SOF Team to pro-actively source these opportunities in the market and respond quickly to any potential seller. Top-down asset selection and approach utilizes the following principles: \Z Majority of value in identifiable, attractive assets. \Z Focus on quality assets. \Z Fund Sponsor/LP alignment of interest, e.g., fund is distributing, or is expected to distribute, carried interest. \Z Reasonable leverage at portfolio and underlying company levels. \Z Attractive "see through" entry multiple at today's pricing. Screening and due diligence The Manager proposes to implement an investment process that adopts a rigorous and disciplined value-focused, bottom-up due diligence69 approach coupled with top-down asset selection to identify quality investment opportunities. The Manager intends to implement a rigorous, value-focused bottom-up due diligence focused on: .>Z Operational, financial and market risk analysis for each underlying portfolio company. .>Z Cash flow analysis at portfolio level. .>Z Review of fund and portfolio company management. \Z Analysis of the impact of terms and structure on net returns. \Z Critical assessment of the prospects for liquidity. As required, independent analysis on tax, legal and accounting issues, as well as other specialist external advice, where necessary, will support the investment decision process. In minority co- investments, while leveraging the due diligence completed by the transaction's main lead investor, the Glendower SOF Team will perform its own due diligence in an attempt to verify the key assumptions underpinning the investment case. Investment decision and closing On successful completion of the due diligence process and negotiation of key terms, an investment memorandum will be presented to the Investment Committee (as described in Section 5: Fund Management of this Memorandum) to be considered for approval. The Investment Committee's role will include deciding, on the basis of information and advice arising from the investment evaluation process and the results of the full due diligence process, whether the Fund should proceed with the proposed investment. If approved by the Investment Committee, the next stage will involve the Glendower SOF Team completing the transaction on behalf of the Fund in accordance with the agreed terms. This process typically involves finalizing negotiations with sellers, signing a purchase and sale agreement, finalizing negotiations with any lenders to the transaction if required, and closing the acquisition directly or via EFTA01395940

intermediate investment vehicles, where appropriate. The Glendower SOF Team will also analyze the currency exposure of the portfolio being purchased and implement appropriate foreign exchange hedges. Monitoring and risk management After acquiring an investment for the Fund, and where considered by the Manager to be appropriate, the Glendower SOF Team will actively manage the investment including, for example, utilizing selective hedging to mitigate the potential impact of foreign exchange movements. 69 To the extent information is available from the underlying fund. Confidential Private Placement Memorandum 27 EFTA01395941

GLDUS125 Gerald Ford Section 4. Glendower Capital Secondary Opportunities Fund IV, LP Glendower Capital Secondary Opportunities Fund IV, LP Ongoing deal management will usually rest with the Glendower SOF Team members who completed the investment. The Manager recognizes that relationship building is important and therefore believes in continuity of representation, but may change representation in certain circumstances, including if the investment under-performs as against its business plan. During the life of the investment, the Manager expects that the Glendower SOF Team will: .>Z Attend annual partnership meetings for underlying funds, participate in conference calls with Fund Sponsors and otherwise liaise with them.70 \Z Review financial information to assess whether there are constraints on the capacity of the investee business or management to perform to the business plan. Monitor both industry and general market developments to assess whether there is any impact on each investee company. Form a view as to what actions, steps or remedial processes are necessary and work out how to influence key decision makers at the relevant underlying fund to take the necessary actions, steps or remedial processes. Prepare valuations and reviews for the Fund's quarterly valuation meeting and investor report. Z Regular monitoring of the Fund's investments: — weekly transaction review meetings — the Glendower SOF Team will monitor the Fund's portfolio, review significant developments in respect of its investments, monitor cash activity of the underlying funds (i.e., distributions and capital calls) and assess opportunities to potentially add value to an investment or exit an investment. — quarterly reviews — on a quarterly basis and in advance of the quarterly valuation meeting, the Glendower SOF Team will review the Fund's portfolio and discuss developments in the portfolio and valuation changes and agree valuations for the quarterly valuation meeting. \Z Review of foreign exchange hedging requirements. Investment realization In general, the Fund will realize its investment in an underlying fund as investments of the underlying fund are realized. However, the Manager expects that the Glendower SOF Team will review the marketplace on an ongoing basis to seek to identify pricing anomalies and opportunities to realize Fund investments in the secondary market. The Manager intends that any proposal to dispose of a Fund Secondary, a GP- led Secondary or a Single Asset Deal will go through the due diligence, recommendation and approval stages as set EFTA01395942

forth above in respect of investment acquisitions. In particular, on successful completion of the due diligence process and negotiation of key terms, a divestment memorandum will be prepared by the Glendower SOF Team and presented to the Investment Committee for approval. The Investment Committee's role will include deciding, on the basis of information and advice arising from the divestment evaluation process and the due diligence process, whether the Fund should proceed with the proposed divestment. 70 The extent of the Glendower SOF Team's interaction with Fund Sponsors, including by attending partnership meetings, will depend on the particular Fund Sponsor and the underlying fund. Confidential Private Placement Memorandum 28 EFTA01395943

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GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Section 5: Fund Management Confidential Private Placement Memorandum 30 EFTA01395945

GLDUS125 Gerald Ford Section 5: Fund Management Glendower Capital Secondary Opportunities Fund IV, LP Fund Management Glendower Capital Glendower Capital is an independent investment firm, privately owned by its partners and focused on secondary private markets formed by the secondary opportunities team that spun-out from Deutsche Asset Management on August 1, 2017. The senior team led by Carlo Pirzio-Biroli and Charles Smith has worked together for 15 years at Deutsche Bank in its asset management division. The secondaries business, co-founded by Carlo and Charles in 2006, has raised and invested four vehicles (SOF, SOF D, SOF II, and SOF III) with US$3 billion of commitments in total. Glendower Capital has two office locations in London and New York, with a 23- strong team expected to grow to 26-28 by the first half of 2018. The 16 investment professionals have an average of 12 years of relevant experience. Glendower Capital operates according to the same sourcing, underwriting, portfolio management and fund administration processes that the SOF Team developed in a self-contained and integrated manner when it was established in 2006.71 Glendower Capital leverages an extensive database and network of relationships developed over 15 years in the secondary market with investments in over 350 fund interests globally. Management of the Fund The General Partner of the Fund will be indirectly owned by the partners of Glendower Capital and its board of directors will be comprised of entirely independent directors. Brief biographies of the proposed directors of the General Partner are set out in Appendix 7: Board of Directors of the General Partner. SOF IV will be managed and operated by Glendower Capital from within the UK. Glendower Capital is authorized as an AIFM by the FCA and will act as the AIFM to SOF IV and assume responsibility as such. Investment Team The Glendower SOF Team is comprised of 16 investment professionals dedicated to originating, valuing and managing secondary investments. Five of the team members, Carlo Pirzio-Biroli, Charles Smith, Chi Cheung, Adam Graev and Francesco Rigamonti,72 have worked together since 2007 and together with Emilio Olmos, the Principal (Rikesh Mohandoss) and the five Vice Presidents can all act in a lead capacity on investments. Investment Committee An investment committee (the "Investment Committee") will be established in respect of the Fund to evaluate and approve investments for the Fund. The Investment Committee, in addition to other matters, will (i) evaluate the investment universe for the Fund, (ii) review detailed analysis of target EFTA01395946

investments, (iii) formulate strategies to acquire, divest or manage portfolio investments, and (iv) advise on the investment strategy of the Fund. The members of the Investment Committee will be Carlo Pirzio-Biroli, Charles Smith, Adam Graev, Chi Cheung and Emilio Olmos, provided that Glendower Capital can change the composition and voting process of the Investment Committee at any time at its discretion. The quorum for the Investment Committee will be three, with decisions being made on a unanimous basis. 71 Prospective investors should note that while at Deutsche Asset Management, the SOF Team were able to make use of platform personnel and resources in connection with the SOF Program that will not be available to the Glendower SOF Team in connection with the management and operation of SOF IV. 72 Francesco Rigamonti will act as a senior advisor to Glendower Capital and is not a partner, officer or employee of Glendower Capital. Confidential Private Placement Memorandum 31 EFTA01395947

GLDUS125 Gerald Ford Section 5: Fund Management Glendower Capital Secondary Opportunities Fund IV, LP From time to time, and as appropriate, the Manager may invite additional persons as observers to the Investment Committee. SOF IV Investment Committee Members Carlo Pirzio-Biroli (52), Managing Partner and Chief Executive Officer. Based in London, Carlo is a Managing Partner & Chief Executive Officer of Glendower Capital. Prior to Glendower, Carlo spent 15 years at Deutsche Bank where he co-founded and has led the SOF Business since 2006. From 2003 to 2006 he participated in the restructuring and sale of Deutsche Bank's € 6 billion private equity portfolio. From 2012 to 2016 Carlo served as the Global Head of DB Private Equity with US$13 billion AUM in primary fund of funds, secondary funds and co-investments. Before Deutsche Bank, Carlo was the CEO of a publicly listed venture fund of funds; an executive at General Electric in the U.S.; a consultant at The Boston Consulting Group in New York and served as a junior officer in the Italian Navy. Carlo is a qualified civil structural engineer (PEng). Carlo is a structural civil engineer by education and training and a qualified professional engineer. Carlo holds an MBA from Columbia Business School and an MSc in Civil Engineering from the University of Rome, Italy. Charles Smith (49), Managing Partner and Chief Investment Officer. Based in London, Charles is a Managing Partner & Chief Investment Officer of Glendower Capital. Prior to Glendower, Charles spent 25 years at Deutsche Bank where he co-founded and has led the SOF Business since 2006. Prior to setting up the SOF Business, from 2003 to 2006, Charles was the Head of UK Corporate Investments, responsible for the restructuring and sale of Deutsche Bank's €6 billion proprietary private equity portfolio. Before that, Charles was a Managing Director in the bank's M&A team based in London focused on originating and executing transactions in the Technology, Media and Telecoms sectors. Charles holds an MA in Natural Sciences and Management Studies from Cambridge University. He is a Chartered Management Accountant (ACMA). Adam Graev (44), Partner. Based in New York, Adam is a Partner of Glendower Capital. Prior to Glendower, Adam spent ten years at Deutsche Bank where he was responsible for the secondary private equity business in the Americas and led the implementation and management of secondary transactions. Prior to joining Deutsche Bank, Adam led private equity secondary and co-investment deals at Pomona Capital. Before then, Adam led direct private equity investments in venture, growth equity and buyouts at Lehman Brothers Private Equity and the Chatterjee Group, an EFTA01395948

affiliate of Soros Fund Management. Adam began his career as a financial analyst in technology investment banking at Cowen & Co. Adam holds a BA from Colgate University. Chi Cheung (40), Partner. Based in London, Chi is a Partner of Glendower Capital. Prior to Glendower, Chi spent 19 years at Deutsche Bank where he was a founding member of the SOF Business in 2006, and most recently, he was responsible for the secondary private equity business in Europe and led the implementation and management of secondary transactions. Chi joined Deutsche Bank in 2000 working as an Associate in Global Corporate Finance focusing on TMT and real estate advisory, and from 2003 to 2006 he participated in the restructuring and sale of Deutsche Bank's €6 billion private equity portfolio. Previously, Chi completed a two-year apprenticeship with Deutsche Bank. Chi holds an MA in Economics from Cambridge University. Emilio Olmos (42), Managing Director. Based in London, Emilio is responsible for the origination, valuation, execution and monitoring of secondary investments in Southern Europe, the Middle East and Asia. Prior to Glendower, Emilio was a Portfolio Manager at ADIA, where he spent over five years focusing on secondary transactions. Previously, he was a Director in the UBS Secondary Advisory team. Prior to that, Emilio was a Vice President at Deutsche Bank in the SOF team, which he joined as an Associate in 2007 shortly after its inception. Before that Emilio worked at Credit Suisse in its investment banking division, and started his career as a Strategy Analyst at Lafarge. Emilio holds an MSc from HEC Paris and an MEng from the Polytechnic University of Madrid, Spain. Glendower Capital Professionals Deirdre Davies (43), Partner and Chief Operating Officer. Based in London, Deirdre is responsible for the operations of the Fund and the business. Prior to Glendower, Deirdre spent 15 years at Deutsche Bank where she was a founding member of the SOF Business in 2006 and was responsible for the operations (across legal, compliance and fund Confidential Private Placement Memorandum 32 EFTA01395949

GLDUS125 Gerald Ford Section 5: Fund Management Glendower Capital Secondary Opportunities Fund IV, LP finance) and investor relations for the secondary private equity business. Previously, she was at KPMG in South Africa. Deirdre holds a BCom from the University of KwaZulu-Natal, South Africa. She is a Chartered Accountant (CA, SA). Joshua Glaser (43), Partner. Based in New York, Joshua is responsible for leading the firm's client coverage and fundraising. Prior to Glendower, Joshua was a Managing Director at Deustche Asset Management where he served as Co-Head of Investment Specialists, Alternatives (Americas), responsible for managing the fundraising of alternative investment products. Before then, Joshua led fundraising and investor relations for Paul Capital, serving as Director of Investor Relations. Prior to Paul Capital, Joshua was a Director with Forum Capital, a boutique private equity placement group. Joshua began his career as a financial analyst in investment banking at CIBC Oppenheimer, and its predecessor, Oppenheimer & Co, Inc. Joshua holds a BS from Tufts University. Francesco Rigamonti (46), Senior Advisor. Based in Milan, Francesco works with Glendower Capital on specific secondary and co-investment opportunities. Francesco spent 17 years at Deutsche Bank where he was a founding member of the SOF Business in 2006, and most recently, he was responsible for co-investments. Francesco joined Deutsche Bank in 2000 with responsibility for corporate development in Italy and participated in the restructuring and sale of Deutsche Bank's €6billion private equity portfolio. Previously he worked at Gallo & Co., an Italian merchant bank, where he focused on restructurings. Francesco holds an MBA from the University of Chicago Booth School of Business and an MA in Business and Economics from the Catholic University of Milan, Italy. The senior team is supported by a team of associate to principal level professionals who are responsible for the analysis of transaction opportunities, supporting the senior professionals in the origination and execution of transactions and supporting the investment team in client relations, finance and operations. Rikesh Mohandoss (36), Principal. Based in New York, Rikesh is responsible for the origination, valuation, execution and monitoring of secondary investments. Prior to Glendower, Rikesh spent eight years at Deutsche Bank and most recently spent the past five years originating, valuing, executing and monitoring secondary investments in North America for the SOF Business. Rikesh joined Deutsche Bank in 2009 working as an Associate in Global Corporate Finance focusing on TMT advisory. From 2004 to 2007, Rikesh was an Assistant Vice President in Credit Risk Management at Bank of America and started his career in 2003 as an analyst at Federal Home Loan Mortgage Corporation (Freddie EFTA01395950

Mac) in 2003. Rikesh holds a BBA from The George Washington University and a MBA from Columbia Business School. Katherine Weaver (39), Principal, Funds CFO Based in New York, Katie is the Chief Financial Officer for Fund Finance. Prior to Glendower, Katie spent 10 years at Deutsche Bank in the SOF fund finance team, first as financial controller and then as the Chief Financial Officer. Prior to Deutsche Bank, Katie was a controller at Brookfield Office Properties and a financial accountant at Trizec Properties. She began her career as an associate in Audit and Assurance at Deloitte & Touche. Katie holds a BBA and MAcc in Accounting from the University of Wisconsin, Madison. Victoria Loidl (32), Vice President. Based in London, Victoria is responsible for the origination, valuation, execution and monitoring of secondary investments. Prior to joining Glendower Capital, Victoria spent five years at Deutsche Asset Management valuing, executing and monitoring secondary investments for the SOF Business. From 2009 to 2012, Victoria worked as Analyst at HSBC where she worked within the Investment Banking Division, advising clients globally on mergers & acquisitions and capital market transactions. Victoria graduated from the London School of Economics with a BA in Management in 2009. Devrup Banerjee (30), Vice President. Based in London, Devrup is responsible for the origination, valuation, execution and monitoring of secondary investments. Prior to Glendower, Devrup spent five years at Deutsche Asset Management valuing, executing and monitoring secondary investments for the SOF Business. From 2008 to 2012, Devrup worked at Goldman Sachs as part of the Natural Resources team within the Investment Banking Division, advising clients globally on mergers & acquisitions and capital market transactions. Devrup graduated from the University of Oxford with an MA in Economics and Management in 2008. Aldrich Chan (31), Vice President. Based in New York, Aldrich is responsible for the origination, valuation, execution and monitoring of secondary investments. Prior to joining Glendower Capital, Aldrich spent four years at Deutsche Asset Management valuing, executing and monitoring secondary investments for the SOF Business. He began his career at UBS Investment Bank's Global Mergers & Acquisitions Investment Banking group. Aldrich received his BS in Finance, summa cum laude, from New York University's Stern School of Business. He is currently an MBA candidate at the Confidential Private Placement Memorandum 33 EFTA01395951

GLDUS125 Gerald Ford Section 5: Fund Management Glendower Capital Secondary Opportunities Fund IV, LP University of Pennsylvania's Wharton School of Business. Philippe Ferneini (34), Vice President. Based in London, Philippe is responsible for the origination, valuation, execution and monitoring of secondary investments. Prior to joining Glendower Capital, Philippe spent four years at Deutsche Asset Management valuing, executing and monitoring secondary investments for the SOF Business. He worked for 3 years at Credit Suisse as an investment banking Associate in the Global Industrials Group and for two years at Booz & Company as a Senior Consultant in the Financial Services Practice. Philippe holds an MBA from the University of Chicago Booth School (Diplome d'Ingenieur) from Telecom ParisTech. Elena Smirnova (31), Vice President for the origination, valuation, execution and monitoring of secondary investments. Prior to joining Glendower Capital, Elena spent two years at Deutsche Asset Management valuing, executing and monitoring secondary investments for the SOF Business. From 2012 to 2015 Elena worked in HSBC's Financial Institutions Advisory unit, where she focused on origination and execution of strategic events. Elena first joined HSBC in 2010 in their Global Banking and Markets business. Elena graduated from the Russian Presidential Academy of National Economy and Public Administration with a first class degree in Business Administration and Management in 2008 and holds an MSc in Global Banking and Finance from the European Business School in London. Louise Schoeman (36), Vice President — Finance. Based in London, Louise is responsible for the set up and operations of the finance platform for in the set up and ongoing requirements for the compliance and risk management Glendower Capital, Louise was Finance Director for London's Air Ambulance, a with the SOF team previously from 2011 2013 as a business manager, having started her career as an accountant at Grant Thornton in Pretoria before moving to London in 2007. Louise graduated from the University of Pretoria with a BCom (lions) in Accounting Sciences in 2003, and qualified as a Chartered Accountant in 2007. Jonathan Roome (25), Associate. Based in London, Jonathan supports the transaction team across all secondary investment related functions, including evaluation and monitoring of investments. Prior to joining Glendower Capital, Jonathan spent two years at Deutsche Asset Management supporting the transaction team in valuing, executing and of Business and a Master of Engineering . Based in London, Elena is responsible the management company structure and functions for the platform. Prior to registered charity. Louise worked to EFTA01395952

monitoring secondary investments for the SOF Business. Jonathan graduated from the London School of Economics and Political Sciences with a Bachelor of Science in Economics in 2015, having achieved first class honors. Douglas O'Connell (24), Associate. Based in New York, Doug supports the transaction team across all secondary investment related functions, including evaluation and monitoring of investments. Prior to joining Glendower Capital, Doug worked at Metropolitan Real Estate, part of The Carlyle Group, and spent two years at Deutsche Asset Management supporting the hedge fund secondary transaction team in valuing, executing and monitoring secondary deals. Doug graduated in 2015 from Carnegie Mellon's Tepper School of Business with a Bachelor of Science in Finance, having achieved University Honors. Rafael Enriquez-Hesles (24), Associate. Based in New York, Rafael supports the transaction team across all secondary investment related functions, including evaluation and monitoring of investments. Prior to joining Glendower Capital, Rafael spent three years at Stifel in the Diversified Industrials Investment Banking Group working on mergers & acquisitions and capital market transactions globally. Rafael graduated from Bucknell University with a Bachelor of Science in Civil Engineering and a Bachelor of Management in 2015. Sheldon Lee (26), Analyst. Based in London, Sheldon supports the transaction team across all secondary investment related functions, including evaluation and monitoring of investments. Prior to Glendower, Sheldon spent two years at Citibank in Corporate and Investment Banking. Sheldon holds a MSc in Industrial Management from KTH Institute of Technology, and holds a BSc in Industrial Engineering from Ecole Nationale Superieure des Mines de Nancy. In addition to the existing team it is expected that the following team members will be recruited over the coming six months: Investment Team Associate, London; Tax Vice President, New York; and a Fund Controller Associate, New York. Confidential Private Placement Memorandum 34 EFTA01395953

GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Section 6: Summary of Terms and Conditions Confidential Private Placement Memorandum 35 EFTA01395954

GLDUS125 Gerald Ford Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Summary of Terms and Conditions The following is a summary of the principal terms of the Fund. This summary is qualified in its entirety by reference to the Fund Partnership Agreement and the deeds of adherence relating to the purchase of Interests, both of which are available upon request and should be reviewed carefully prior to making an investment decision. The offer made hereby is subject to modification, prior sale and withdrawal. To the extent that there is any inconsistency between this Memorandum and the Fund Documents, the provisions of the Fund Documents will prevail. ******** The Fund Investment Objective Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership. The Fund will seek to generate attractive risk adjusted investment returns, principally in the form of capital appreciation, through the acquisition, holding, financing, refinancing and disposition of a diverse portfolio of investments including buyout, growth capital, venture capital, special situations, turnaround, mezzanine, distressed opportunities, real estate and infrastructure assets on the secondary market. The Fund will target globally, but primarily in the U.S. and Europe (i) the acquisition of interests in established generalist and specialist private equity fund structures (including funds of funds, feeder funds and other similar structures) primarily on the secondary market (each such fund or structure, a "Fund Secondary"), (ii) the acquisition of investment interests in private equity fund structures or portfolios of private equity assets on the secondary market through bespoke liquidity solutions (each such investment interest, a "GP-led Secondary"), and (iii) co investments in individual portfolio companies alongside private equity fund sponsors (each such co- investment, a "Single Asset Deal"). Fund Secondaries, GP-led Secondaries and Single Asset Deals may be made in vehicles established in any jurisdiction. The Manager expects that the majority of the Fund's portfolio investments, by committed capital, will be held for at least four years. The General Partner EFTA01395955

Glendower Capital SOF IV (GP) Limited, a special purpose entity established in the Cayman Islands as an exempted limited company, will serve as a general partner of the Fund (the "General Partner"). The General Partner, on behalf of the Fund, will appoint the Manager to manage the Fund's investment strategy, as described below. Glendower Capital SOF IV (Alternate GP), LLP, an English limited liability partnership (the "Second GP"), will also serve as a general partner of the Fund but, in accordance with the Fund Documents, will have no authority to manage, operate or administer the business or affairs of the Fund other than as may be required by law. The Manager Glendower Capital, LLP, an English limited liability partnership (the "Manager") is authorized and regulated in the UK by the Financial Conduct Authority (including under the EU Alternative Investment Fund Managers Directive (the "AIFMD") and its implementing legislation in the UK) will provide portfolio management, risk management and administrative services to the Fund, including investigating, analyzing, structuring and negotiating potential investments, monitoring the performance of portfolio investments and advising the Fund as to disposition opportunities. The Manager will make all investment and disposition decisions. The Manager will be the Fund's "AIFM" (as defined in the AIFMD) and will assume responsibility as such. Notwithstanding any provision to the contrary, the Manager, to the exclusion of the General Partner and the Second GP, will take all actions in respect of the Fund that constitute regulated activities for the purposes of the UK Financial Services and Markets Act 2000. The General Partner will be responsible for the Manager's fees which it will satisfy from the Confidential Private Placement Memorandum 36 EFTA01395956

GLDUS125 Gerald Ford Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP General Partner's Share. The Adviser The Manager will appoint its affiliate, Glendower Capital (U.S.), LLC ("Glendower U.S."), to provide investment advice to the Manager in connection with the investment management of the Fund. The Manager will be responsible for Glendower U.S.'s fees pursuant to a sub- advisory agreement. Commitments The Fund is seeking aggregate commitments to the Fund ("Commitments") of US$1.75 billion, although the General Partner may accept aggregate Commitments less than, or in excess of, this amount, provided that aggregate Commitments do not exceed US$2.5 billion (not including the Team Investment (as defined below)). In order to subscribe for an Interest, a prospective Limited Partner must execute a deed of adherence and provide documentation to the General Partner in order to satisfy its "customer due diligence" obligations. The General Partner may accept or reject a subscription for an Interest. Minimum Commitment The minimum Commitment for a limited partner of the Fund (collectively, the "Limited Partners" and, together with the General Partner and the Second GP, the "Partners") is US$5 million, although the General Partner may accept Commitments of lesser amounts. Each Limited Partner will make a capital contribution to the Fund equal to 0.01% of its Commitment. The remaining 99.99% of its Commitment may be drawn down by the Manager from time to time in the form of advances to the Fund (each, an "Advance"). Glendower Capital Investment Certain individuals that are partners or employees of the Manager and Glendower U.S. will invest in the Fund (the "Team Investment") indirectly through the Special Limited Partner (as defined below). The Team Investment will be equal to, at least, 1% of the aggregate Commitments. Closings The General Partner will hold an initial closing of the Fund (the "First Closing") as soon as practicable. From time to time after the First Closing one or more EFTA01395957