GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP governed by Colombian law. The Interests have not been and will not be registered with the National Register of Securities and Issuers (el Registro Nacional de Valores y Emisores) maintained by the Financial Supervisory Authority of Colombia (la Superintendencia Financiera de Colombia) and will not be listed on the Colombian Stock Exchange (la Bolsa de Valores de Colombia). The Interests are being offered under circumstances which do not constitute a public offering of securities under applicable Colombian securities laws and regulations. The offer of the Interests is addressed to fewer than one hundred specifically identified investors. Accordingly, the Interests may not be marketed, offered, sold or negotiated in Colombia, except under circumstances which do not constitute a public offering of securities under applicable Colombian securities laws and regulations. This Memorandum is provided at the request of the addressee for information purposes only and does not constitute a solicitation. The Interests may not be promoted or marketed in Colombia or to Colombian residents unless such promotion and marketing is carried out in compliance with Decree 2555 of 2010 and other applicable rules and regulations related to the promotion of foreign financial and securities related products or services in Colombia. Colombian eligible investors acknowledge that the Interests (i) are not financial products, (ii) are transferable only in accordance with the terms of the Fund's constitutional documents and (iii) do not offer any principal protection. Colombian eligible investors acknowledge Colombian laws and regulations (in particular, foreign exchange, securities and tax regulations) applicable to any transaction or investment consummated in connection with an investment in the Fund, and represent that they are the sole liable party for full compliance with any such laws and regulations. In addition, Colombian investors acknowledge and agree that the Fund will not have any responsibility, liability or obligation in connection with any consent, approval, filing, proceeding, authorization or permission required by the investor or any actions taken or to be taken by the investor in connection with the offer, sale or delivery of the Interests under Colombian law. DUBAI INTERNATIONAL FINANCIAL CENTRE By receiving this Memorandum, the person or entity to whom it has been issued understands, acknowledges and agrees that this Memorandum, the offering and the Interests relate to the Fund, which is a foreign investment fund. The Fund is not subject to any form of regulation by the Dubai International Financial Centre (the "DIFC") or the Dubai Financial Services Authority (the "DFSA"). None of the Fund, this Memorandum, the offering or the Interests have been approved, EFTA01396058
registered, recognized or licensed by the DIFC or the DFSA. Neither the DIFC nor the DFSA has any responsibility for reviewing or verifying this Memorandum or any other memorandum, document or information relating to the Fund. Accordingly, neither the DIFC nor the DFSA has approved this Memorandum or any other related document or taken any steps to verify the information set out in this Memorandum and has no responsibility for it. The Interests may be illiquid and subject to restrictions on their resale. Prospective purchasers of the Interests should conduct their own due diligence on the Interests. If you do not understand the contents of this Memorandum, you should consult an authorized financial advisor. This Memorandum is intended only for prospective investors who: (a) are "Professional Clients" for the purposes of, and as defined in, the DFSA Rulebook and (b) can make a minimum subscription of at least US$50,000 as specified in the DIFC Collective Investment Law and the DIFC Collective Investment Rules, and must not therefore be delivered to, or relied on by (i) a potential investor who is a "Retail Client" for the purposes of, and as defined in, the DFSA Rulebook, or (ii) a Professional Client not able to make such minimum subscription. Confidential Private Placement Memorandum 91 EFTA01396059
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP GUERNSEY This Memorandum has not been approved or authorized by the Guernsey Financial Services Commission (the "Commission") or the States of Guernsey Policy Council, nor has it been delivered to the Commission pursuant to the Prospectus Rules 2008 issued under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, and therefore this Memorandum may not be circulated by way of public offer in the Bailiwick of Guernsey. HAITI This Memorandum is for general informational purposes only. Nothing in this Memorandum is intended to constitute financial advice. No public or private offering of the Interests is being made in Haiti and no agreement relating to the sale of the Interests will be concluded in Haiti. HONG KONG This confidential Memorandum has not been approved by the Securities and Futures Commission in Hong Kong. Accordingly, the Interests may not be offered or sold in Hong Kong by means of this Memorandum or any other document other than to "professional investors" as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or in other circumstances which do not constitute an offer to the public for the purposes of the Securities and Futures Ordinance. This Memorandum is delivered only to the intended recipient thereof solely for the purpose of evaluating a possible investment in the Fund, and may not be used, copied, reproduced or distributed, in whole or in part, to any other person (other than professional advisers of such recipient). Subscriptions will not be accepted from any person other than the person to whom this Memorandum has been delivered. ISRAEL This Memorandum shall not constitute an offer to sell or the solicitation of an offer to buy any Interests in the State of Israel. This Memorandum is not intended to be issued to persons other than to individuals and/or corporations of the type contemplated by Section 15A(b)(1) of, and the First Schedule to, the Israeli Securities Law, 1968, as amended from time to time, and any regulations promulgated thereunder (the "Israeli Securities Law"). In making an investment decision, Limited Partners 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 by the Israeli Securities Authority or the regulatory authority of any other jurisdiction. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Memorandum. For the avoidance of any doubt no investment advice is EFTA01396060
being given to the Limited Partners by the Fund or its representatives under the Israeli Investment Advising, Investment Marketing and Investment Portfolio Management Law, 1995 (the "Israeli Investment Advising Law"). In marketing, the personal circumstances, investment objectives and requirements of a Limited Partner have not and will not be considered. The Fund and its representatives are not licensed under the laws of the State of Israel as investment adviser or investment marketer. The offer and sale of the Interests will not be registered under the Israeli Securities Law. Prior to the purchase of any Interests, a prospective investor may be required to represent to the Fund that it is an individual and/or corporation of the type contemplated by Section 15A(b)(1) of, and the First Schedule to, the Israeli Securities Law, or may otherwise be required to demonstrate to the satisfaction of the Fund that the offer and sale of Interests to such prospective investor would not give rise to circumstances which would constitute an offer or sale to the public within the meaning of the Israeli Securities Law. Prospective investors should not construe the contents of this Memorandum as legal, tax, financial or investment advice. Each prospective investor should consult its own professional advisers as to the legal, tax, financial or other matters relevant to the suitability of an investment by such prospective investor in the Fund. The Interests are subject to restrictions on transferability and resale and may not be transferred or resold except in accordance with the requirements and conditions set forth in this Memorandum. Limited Partners should be aware that they will be required to bear the financial risks of their investment for an extended period of time. JAPAN No registration pursuant to article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (the "FIEL") Confidential Private Placement Memorandum 92 EFTA01396061
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP has been made or will be made with respect to the solicitation of the application for the acquisition of the Interests, on the grounds that the Interests are securities set forth in article 2, paragraph 2, item 6 of the FIEL and the small number private placement exemption for such securities applies to such solicitation since it does not fall under the category set forth in article 2, paragraph 3, item 3 of the FIEL. No Interests shall be sold in Japan unless at least one qualified institutional investor (a "QII") as defined in article 2, paragraph 3, item 1 of the FIEL and article 10 of the cabinet order regarding definitions under article 2 of the FIEL acquires the Interests. No Interest shall be sold to, or held by, persons other than (i) QIIs or (ii) persons listed in article 17-12, paragraph 1 of the Order for Enforcement of the Financial Instruments and Exchange Law ("Qualified Non-QIIs"). The number of Qualified Non-QIIs in Japan shall not exceed 49. No Interests shall be sold to or held by any person set forth in article 63, paragraph 1, item 1, sub-items (i) to (iii) of the FIEL. No Interests shall be sold to or held by any person where a sale or a transfer of Interests to the person triggers article 234-2, paragraph 2, item 1 or 2 of the Cabinet Office Ordinance regarding Financial Instruments Business, etc., whereby the General Partner of the Fund is unable to rely on the exemption set forth in article 63 of the FIEL. No transfer of the Interests acquired by a QII may be made to persons other than QIIs. No transfer of the Interests acquired by a Qualified Non-QII in Japan may be made except for the transfer by such person of its entire Interests to only one person. The General Partner has an intention to rely on the exemption of Specially Permitted Businesses for Qualified Institutional Investors, etc. set forth in article 63 of the FIEL (so- called, the "QII-targeted fund exemption"). Notwithstanding the foregoing, the General Partner may withdraw the QII- targeted fund exemption any time, and may rely on other available exemptions under the FIEL. This Memorandum is confidential and is intended solely for the use of its recipient. Any duplication or redistribution of this Memorandum is prohibited. The recipient of this Memorandum, by accepting delivery thereof, agrees to return it and all related documents to the Fund or its placement agent if the recipient elects not to purchase any of the Interests offered hereby or if requested earlier by the Fund or its placement agent. Neither the return of the principal amount invested nor the distribution of profit from the investment is guaranteed. An investment in the Interests involves certain risks of loss caused by fluctuation of interest rates, currency and other market factors, or the credit risk of the counterparties or relevant parties thereof. Prospective investors should EFTA01396062
read the terms of the investment carefully, in particular those relating to limitations on the period in which rights relating to such investment may be exercised. In Japan, this Memorandum is distributed by Credit Suisse Securities (Japan) Limited ("CSJL"), a registered Financial Instruments Firm (Director-General of Kanto Local Finance Bureau (Kinsho) No. 66). CSJL is a member of Japan Securities Dealers Association, Financial Futures Association of Japan, Japan Investment Advisers Association and Type II Financial Instruments Firms Association. KUWAIT This Memorandum is not for general circulation to the public in Kuwait. The Interests have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of the Interests in Kuwait on the basis a private placement or public offering is, therefore, restricted in accordance with Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of the Interests is being made in Kuwait, and no agreement relating to the sale of the Interests will be concluded in Kuwait. No marketing, solicitation or inducement activities are being used to offer or market the Interests in Kuwait. MEXICO Any prospective Investor must be either an institutional investor (inversionista institucional) or a qualified investor (inversionista calificado) within the meaning of the Mexican Securities Market Law (Ley del Mercado de Valores) (the "Securities Market Law") and other applicable Mexican laws in effect. The Interests have not and will not be registered in the National Registry of Securities (Registro Nacional de Valores) maintained by the Mexican Banking and Securities Commission (Comisi6n Nacional Bancaria y de Valores). The Interests may not be offered or sold in the United Mexican States by any means except in circumstances which constitute a private offering pursuant to Article 8 of the Securities Market Law and its regulations. No Mexican regulatory authority has approved or disapproved the Interests or passed on the solvency of the Fund. All applicable provisions of the Securities Market Law must be complied with in respect of any sale, offer or distribution of, or intermediation in Confidential Private Placement Memorandum 93 EFTA01396063
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP respect of, the Interests in, from or otherwise involving Mexico, and any resale of the Interests within Mexican territory must be made in a manner that will constitute a private offering pursuant to Article 8 of the Securities Market Law and its regulations. MONACO The recipient acknowledges having full command of English and waives all claims on grounds of language misunderstanding in this document. Le destinataire du present document reconnait avoir une parfaite maitrise de l'anglais et renonce a tout recours fonde sur une mauvaise comprehension de la langue utilisee dans ce document. NEW ZEALAND The Manager does not intend that the Interests be offered for sale or subscription under a regulated offer in New Zealand in terms of the Financial Markets Conduct Act 2013 of New Zealand (or any statutory modification or re-enactment of, or statutory substitution for, that Act) ("FMC Act"). Accordingly: (i) (ii) no product disclosure statement has been prepared or will be registered; and the Interests have not been and may not be offered or sold to any person in New Zealand other than "wholesale investors" as that term is defined in clause 3(2) of Schedule 1 of the FMC Act, being a person that: (a) is an "investment business"; (b) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; (c) is "large"; or (d) is a government agency, in each case, as defined in Schedule 1 of the FMC Act. No action has been taken by the Manager which would permit an offer of the Interests, or possession or distribution of any offering material, to any person other than as specified in (ii)(a) through (d) above. No Investor shall directly or indirectly offer, sell or deliver any Interests, or distribute this Memorandum or any advertisement in relation to any offer of the Interests, in New Zealand, other than to persons specified in (ii)(a) through (d) above. OMAN The information contained in this Memorandum is confidential and for your information only and nothing in this Memorandum is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation. EFTA01396064
This Memorandum neither constitutes an offer of securities in the Sultanate of Oman as contemplated by the Commercial Companies Law of Oman (Royal Decree 4/74 as amended) or the Capital Market Law of Oman (Royal Decree 80/98 as amended), nor does it constitute the marketing of non-Omani securities in the Sultanate of Oman as contemplated by the Executive Regulations to the Capital Market Law (issued pursuant to Decision No. 1/2009) (the "Executive Regulations"). The Interests have not and will not be listed on any stock exchange in the Sultanate of Oman. The Manager is not a licensed broker, dealer, financial adviser or investment adviser licensed under the laws applicable in the Sultanate of Oman, and, as such, does not advise potential investors in the Sultanate of Oman as to the appropriateness of investing in or purchasing or selling securities or other financial products. Additionally, this Memorandum is not intended to lead to the conclusion of any contract of whatsoever nature within the territory of the Sultanate of Oman and is not intended to constitute legal, tax, accounting or other professional advice in, or in respect of, the Sultanate of Oman. The recipient of this Memorandum acknowledges and agrees that neither this Memorandum nor the Fund has been registered or approved by the Central Bank of Oman, the Oman Ministry of Commerce and Industry, the Oman Capital Market Authority or any other authority in the Sultanate of Oman, nor is the Manager authorized or licensed by the Central Bank of Oman, the Oman Ministry of Commerce and Industry, the Oman Capital Market Authority or any other authority in the Sultanate of Oman, to market or sell the interests in the Fund within the Sultanate of Oman. Further, the recipient of this Memorandum represents that it is a sophisticated investor (as described in Article 139 (f) of the Executive Regulations) and has such experience in business Confidential Private Placement Memorandum 94 EFTA01396065
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP and financial matters that it is capable of evaluating the merits and risks of an investment in securities. PERU The Interests have not been and will not be registered in Peru under Decreto Legislativo 862: Ley de Fondos de Inversion y sus Sociedades Administradoras or under Decreto Legislativo 861: Ley del Mercado de Valores (the "Securities Market Law"), and are being offered to institutional investors only (as defined in article 8 of the Securities Market Law) pursuant to a private placement, according to article 5 of the Securities Market Law. The Interests have not been registered in the securities market public registry (Registro Public) del Mercado de Valores) maintained by, and the offering of the Interests in Peru is not subject to the supervision of, the Superintendencia del Mercado de Valores. Any transfers of the Interests shall be subject to the limitations contained in the Securities Market Law and the regulations issued thereunder. QATAR AND THE QATAR FINANCIAL CENTRE This Memorandum is provided on an exclusive basis to the specifically intended recipient thereof, upon such recipient's request and initiative, and for such recipient's personal use only. Nothing in this Memorandum constitutes, is intended to constitute, shall be treated as constituting or shall be deemed to constitute, any offer or sale of securities in the State of Qatar or in the Qatar Financial Centre, or the inward marketing of an investment fund or an attempt to do business, as a bank, an investment company or otherwise in the State of Qatar or in the Qatar Financial Centre. Neither this Memorandum nor the Interests have been approved, registered or licensed by the Qatar Central Bank, the Qatar Financial Centre Regulatory Authority, the Qatar Financial Markets Authority or any other regulator in the State of Qatar or the Qatar Financial Centre. Neither this Memorandum nor any related documents have been reviewed or approved by the Qatar Financial Centre Regulatory Authority or the Qatar Central Bank. Recourse against the Fund, and those involved with it, may be limited or difficult and may have to be pursued in a jurisdiction outside Qatar and the Qatar Financial Centre. Any distribution of this Memorandum by the recipient to third parties in Qatar or the Qatar Financial Centre in breach of the terms hereof is not authorized and shall be at the liability of such recipient. SAUDI ARABIA This Memorandum may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority (the "CMA"). EFTA01396066
The CMA does not make any representation as to the accuracy or completeness of this Memorandum, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Memorandum. Prospective purchasers of the Interests offered hereby should conduct their own due diligence on the accuracy of the information relating to the Interests. If you do not understand the contents of this Memorandum you should consult an authorized financial adviser. SINGAPORE This Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Memorandum and any other documents or materials in connection with the offer or sale, or invitation for the subscription for or purchase, of the Interests, may not be circulated or distributed, nor may the Interests be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor pursuant to Section 304 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. SOUTH KOREA This Memorandum is being provided in response to the specific request of the recipient, and should not be construed in Confidential Private Placement Memorandum 95 EFTA01396067
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP any way as the Fund (or any of its affiliates or agents) soliciting investment or offering to sell the Interests. The Fund makes no representation with respect to the eligibility of any recipients of this Memorandum to acquire the Interests under the laws of Korea, including, without limitation, the Foreign Exchange Transaction Law and Regulations thereunder. The Interests have not been registered with the Financial Services Commission of Korea (the "FSC") in Korea under the Financial Investment Services and Capital Markets Act of Korea, and the Interests may not be offered, sold or delivered, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea. Furthermore, the Interests may not be resold to Korean residents unless Investor complies with all applicable regulatory requirements (including, without limitation, governmental approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the Interests. ST. KITTS AND NEVIS This Memorandum does not constitute an offer or solicitation in St. Kitts and Nevis. This Memorandum has not been reviewed by the Securities Commission or the Financial Services Regulatory Commission in St. Kitts and Nevis. No regulatory authority in St. Kitts and Nevis has passed upon the accuracy or adequacy of the offering or endorsed the merits of the offering. The Fund has not been and will not be registered with any regulatory authority in St. Kitts and Nevis. Each investor should consult his or her legal counsel or accountant or financial advisor for advice on the various legal, tax or economic matters concerning his or her investment in the Fund. There is risk involved in investing, with the ultimate risk being the loss of the investor's entire investment. SWITZERLAND The Interests shall be distributed in Switzerland exclusively to qualified investors as defined by Article 10 § 3 of the Collective Investment Scheme Act 2006, as amended ("CISA") and Article 6 of the Collective Investment Scheme Ordinance 2006, as amended ("CISO") (Qualified Investors). The Fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority ("FINMA"). The representative of the Fund in Switzerland is Hugo Fund Services SA, 6 Cours de Rive, CH-1204 Geneva (the "Representative"). The offering documents, Fund Documents and audited financial statements can be obtained free of charge from the Representative. The place of performance for the Interests offered or distributed in or from Switzerland is the registered office of the Representative. The courts of the canton of Geneva shall have jurisdiction in relation to any EFTA01396068
disputes arising out of the duties of the Representative. Any dispute related to the distribution of Interests in and from Switzerland shall be subject to the jurisdiction of the registered office of the distributor. The Paying Agent in Switzerland is Banque Cantonale de Geneve, 17 Quai de l'Ile, CH-1207 Geneva, Switzerland (the "Paying Agent"). Interests may be subscribed and/or redeemed with the Paying Agent. A handling commission will be charged by the Paying Agent. If a subscription or redemption is made through the Paying Agent, instructions and money must be received by the paying agent at least 24 hours before the appropriate dealing cut-off time. The fees and expenses associated with the representation, paying agency and other distribution items may be charged to the Fund. As applicable, the actual amount of such fees and expenses will be disclosed in the audited financial statements. In distributing the Interests in Switzerland, the General Partner is authorized to pass on distribution fees to the distributors and sales partners listed below: • distributors subject to authorization as defined in Article 19 al. 1 of the CISA (Swiss or foreign distributors regulated in their home jurisdiction); • distributors that are not required to obtain an authorization as defined under Article 19 al 1 of the CISA and article 8 of CISO (financial intermediaries regulated by FINMA, banks, insurance companies, fund managers, representatives; • Sales partners who place Interests in the Fund with their customers exclusively through a written commissionbased investment management or advisory mandate (e.g., independent asset managers or advisors). When a retrocession payment may give rise to a conflict of interest, the recipient of the retrocession must ensure transparent disclosure and inform investors, unsolicited and free of charge, of the amount of retrocession it may receive for distribution. Upon request, the recipient must disclose the actual amount of retrocession received for distributing the Confidential Private Placement Memorandum 96 EFTA01396069
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Fund to the investor requiring information. The General Partner or the Manager may grant rebates to Limited Partners (including Limited Partners domiciled in Switzerland). The purpose of a rebate is to reduce the fees or costs incurred by a Limited Partner that is granted such rebate. Rebates are permitted provided that (a) such rebates (i) are paid from management fees and do not represent an additional charge on the assets of the Fund and (ii) are granted on the basis of objective criteria and (b) all Limited Partners in Switzerland who meet the applicable objective criteria and demand rebates are also granted the relevant rebate within the same timeframe and to the same extent. See Section 6: Summary of Terms and Conditions for a description of how the General Partner or the Manager may grant rebates by way of a Side Letter. TAIWAN The offering, distribution and resale of the Interests have not been approved by or registered with the Taiwan Financial Supervisory Commission and thus the Interests cannot be offered, distributed or resold in Taiwan. Private placement of the Interests may only be made subject to restrictions under Taiwan laws. UNITED ARAB EMIRATES By receiving this Memorandum, the person or entity to whom it has been issued understands, acknowledges and agrees that this Memorandum and the Interests relate to the Fund, which is a foreign investment fund. The Fund is not subject to any form of regulation by the Central Bank of the United Arab Emirates (the "UAE"), the UAE Securities and Commodities Authority (the "SCA") or any other authority in the UAE (collectively, the "UAE Regulatory Authorities"). The Fund is not registered or licensed by any of the UAE Regulatory Authorities, and no approval has been received from any of the UAE Regulatory Authorities to market, offer or sell the Interests in the UAE. None of the UAE Regulatory Authorities has any responsibility in respect of this Memorandum and, accordingly, none of the UAE Regulatory Authorities has approved this Memorandum, taken any steps to verify the information set out herein or has any responsibility for it. In particular, this Memorandum has not been approved pursuant to SCA Board of Directors' Chairman Decision No. (9/R.M) of 2016 Concerning the Regulations as to Mutual Funds and the Chairman of the SCA Board of Directors Decision No. 3/R.M. of 2017 Concerning the Organization of Promotion and Introduction issued by the SCA. The offering of the Interests does not constitute a public offer of securities under applicable laws of the UAE and the Interests will not be admitted to trading on any stock exchange in the UAE. The Interests may not be offered or sold EFTA01396070
directly or indirectly to the public in the UAE. No sale or subscription for any financial products or services will be consummated within the UAE pursuant to this Memorandum, other than a sale or subscription to: (i) (ii) investment funds owned by federal or local government entities in the UAE; or where the Investor has itself solicited information with respect to the Fund and expressed an interest in making an offer to purchase the Interests, which is not based on promotion by the Fund or any related party thereto. The entity conducting the private placement of the Interests is not licensed as a financial consultant, investment company, fund manager, broker, dealer or advisor under applicable laws of the UAE, and it does not advise individuals resident in the UAE as to the appropriateness of investing in, purchasing or selling any financial product. Nothing contained in this Memorandum is intended to constitute UAE investment, legal, tax, accounting or other professional advice. This Memorandum is for the information of prospective investors only and nothing in this Memorandum is intended to endorse or recommend a particular course of action. Prospective investors should seek appropriate professional advice. The offering, the Interests, the Fund and this Memorandum are subject to any changes in the laws of the UAE. UNITED STATES OF AMERICA In making an investment decision prospective must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. Confidential Private Placement Memorandum 97 EFTA01396071
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP The Interests have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Memorandum. Any representation to the contrary is a criminal offense. The Interests have not been and will not be registered under the Securities Act, or any state or other securities laws or the laws of any non-U.S. jurisdiction, nor is such registration contemplated. The Interests will be offered and sold in the United States only to qualifying recipients of this Memorandum pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) and Regulation D thereof and any applicable regulations promulgated thereunder and in compliance with the applicable securities laws of the states and other jurisdictions where the offering will be made. The Interests are being sold for investment only and are subject to restrictions on transferability and resale and may not be transferred or resold except as provided in the Fund Partnership Agreement and as permitted under the Securities Act and the applicable state securities laws, pursuant to registration or exemption therefrom. Limited Partners should be aware that they will be required to bear the financial risks of an investment in the Interests for an indefinite period of time. The Fund will not be registered as an investment company under the Investment Company Act. Consequently, Investors will not be afforded the protections of the Investment Company Act. 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. Confidential Private Placement Memorandum 98 EFTA01396072
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Appendix 2 Privacy Notice (A) NOTICE TO INVESTORS THAT ARE NOT NATURAL PERSONS Each prospective investor in the Fund that is not a natural body corporate or a partnership) should provide the notice below — (B) Notice to Investors that are — to each individual that will be required to provide personal data in connection with such prospective investor's investment in the Fund. For example, ultimate beneficial owners, officers or other authorized signatories. For the avoidance of doubt, Glendower Capital, LLP assuming responsibility as the "data controller" on behalf of the Fund, does not relieve any prospective investor that from its duties and obligations in respect of personal data provided. (B) NOTICE TO INVESTORS THAT ARE NATURAL PERSONS This notice is being provided to explain how any personal data that is provided in connection an investment in the Fund by a natural person will be treated. Glendower Capital, LLP (the "Data Controller") will be the "data controller" for any personal information provided to the Manager, the General Partner or their respective Affiliates or service providers in connection with an investment in the Fund. Contact details for the Data Controller are at the end of this Privacy Notice. The personal data which will be processed by the Data Controller may include name, home address, email address, phone number, proof of ID (such as passport and driving licence details), tax identifier, information on your investment history and experience and details of your bank account. Access to your personal data is required in connection with an investment in the Fund for a number of reasons, including, but not limited to, (i) in connection with applicable "know your client," anti-money laundering laws and regulations and other applicable laws and regulations, (ii) in order for the Manager, the General Partner and the Fund's administrator to communicate with you during the life of the Fund and (iii) your bank account details in order to make distributions. In connection with the management and operation of the Fund, it will become necessary for the Data Controller to share your data with other entities in order to effect and administer your investment in the Fund. These entities include, but are not limited to, the Manager, the General Partner and the Fund's administrator (currently, Gen II Fund Services, LLC), the Fund's depositary (currently, Aztec Financial Services (UK) Limited), any bank with which the Fund enters into a subscription line facility (currently, it is expected that Lloyds Bank plc will be the arranger of such a facility), the Fund's professional advisers (such as Debevoise & Plimpton LLP) and the Fund's auditor. In addition, certain Limited Partners person (e.g., a Natural Persons is a non-natural person EFTA01396073
may request contact information for the other Limited Partners (or a subset thereof). Unless compelled by law or regulation, the Data Controller will not share your contact details with other Limited Partners without your consent. While the Fund will initially receive and store your personal data in the United Kingdom, it may be necessary for the Fund or third parties to transfer this data outside of the European Economic Area, including to the United States of America. In some cases, your data may be transferred to jurisdictions outside of the EEA that do not have equivalent data protection frameworks to those inside the EEA. This includes the United States of America and the Cayman Islands. Your personal data will only be retained for as long as necessary for the purposes for which it was collected, as reasonably determined by the Data Controller. The Data Controller is unable to state at the outset how long that period will be; it will be at least for the period you remain a Limited Partner and may extend beyond this period where necessary for the Manager, the General Partner, the Fund or other relevant entities to comply with their respective legal and regulatory obligation or to facilitate the Fund's on-going administration and performance. After providing personal information in connection with your investment in the Fund, you will have various rights in respect of the information you provide. These include, your right to: • request access to your personal data; • obtain information about the use of your personal data including: (i) the purposes for which your personal data is being used; (ii) the categories of your personal data being used; (iii) to whom your personal data has been or Confidential Private Placement Memorandum 99 EFTA01396074
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP will be disclosed; (iv) where possible, the period for which your data will be retained; (v) your right to require rectification or erasure of your personal data or restrict or object to its use; (vi) your right to lodge a complaint with the UK Information Commissioner's Office (the "ICO") or other supervisory authority; and (vii) whether your data is subject to any automated decision-making including profiling; • require rectification (correction) of errors in your personal data without undue delay; • have your personal data erased without undue delay in certain circumstances including where: (i) your personal data is no longer needs to be processed for the purposes for which it was collected; (ii) your personal data has been processed unlawfully; and (iii) erasure is required by applicable law; • restrict the processing of your personal data in certain situations including where: (i) you are contesting the accuracy of your personal data; (ii) your data is being processed unlawfully but you do not want your data erased; (iii) your personal data is no longer needed for the purposes for which you provided it but you require that data to help establish, exercise or defend legal claims; and • receive your personal data in a structured, commonly used and machine- readable format and transmit that data to a third party. If you wish to exercise any of the rights set out above, please use the contact details below. If you wish to exercise any of these rights and the Data Controller has transferred your data to a third party, the Data Controller will communicate such request to each relevant third party unless it would be impossible or involve disproportionate effort for the Data Controller to do so. * * To the extent you have any questions about the processing of your information or wish to exercise any of the rights referred to above, please contact Deirdre Davies at Glendower Capital, LLP at 16 Berkeley Street, London, W13 8DZ, United Kingdom. You can also bring any issues or concerns you have regarding your personal data to the attention of the ICO which, for purposes of an investment in the Fund, will be the relevant supervisory authority. Details regarding the ICO and its powers can be found at: www.ICO.org.uk. Confidential Private Placement Memorandum 100 EFTA01396075
EFTA01396076
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Appendix 3 Anti-Money Laundering GENERAL ANTI-MONEY LAUNDERING CONSIDERATIONS The Manager takes seriously its responsibility to prevent the Fund from being used for money laundering or other illicit purposes. To comply with anti-money laundering laws, the Manager or any designee thereof may require a detailed verification of the identity and residence of each Investor (and each person who holds a beneficial interest in each Investor) and the source of the payment of the investment. Each of the Manager or its designee reserves the right to request such information as it considers necessary to verify the identity of any Investor (and each person who holds a beneficial interest in each Investor) and may also independently obtain such information. In the event of delay or failure by any Investor to produce any information required for verification purposes, the Manager or its designee may refuse to accept such Investor's subscription for an Interest, and any funds received will be returned to the account from which such funds were sent (unless such return is, in the judgment of the Manager or its designee, contrary to applicable law, regulation or the instructions of law enforcement officials, in which case the funds may be blocked or retained). If the Manager or its designee has a suspicion obtained in the course of business that any person is engaged in money laundering or other illegal activity, the Manager must, notwithstanding any obligations of confidentiality that might otherwise apply, report such suspicion to the appropriate authorities pursuant to applicable law. ANTI-MONEY LAUNDERING LEGISLATION In order to comply with applicable anti-money laundering legislation, the Manager has an obligation to ask each Investor questions regarding its identity, address, source of funds and, if necessary, legal representatives, authorized signatories, beneficial owners or control structures and to collect requisite documentation to substantiate the information. Also, enhanced anti-money laundering regulations require that should any of the above personal or institutional information change, such clients must immediately notify the Manager of the change(s) and provide the Manager with relevant documentation to verify these changes. ECONOMIC SANCTION REGULATIONS Each Investor will be required to make representations and warranties to the Manager that, among other things, the Interests to be purchased by the Investor will not be held by, or for the benefit of, any person currently subject to UK sanctions, UN sanctions, EU sanctions, and/or U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (collectively, the "Sanction Regulations"). The Manager and its designee may undertake EFTA01396077
their own efforts to verify the accuracy of any Investor's representations and warranties and, so long as an Investor holds an Interest, may seek to verify that neither the Investor nor any person holding a beneficial interest in the Investor is subject to any then-applicable Sanction Regulations. The Manager also may be required in the future to obtain additional disclosures from an Investor (and each of the beneficial owners of such Investor) to comply with the Sanction Regulations. If the Manager or its designee determines that an Investor or a person holding a beneficial interest in an Investor is subject to any of the Sanction Regulations, the Manager may be obligated by law to block and retain an Investor's investment. Confidential Private Placement Memorandum 101 EFTA01396078
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Appendix 4 Key Definitions 25% Test Administration Agreement Advance Advisers Act AIFMD Alternative Vehicle Benefit Plan Investor BEPS Brexit Carried Interest CFCs CFTC Closing Code Commitment As defined in Section 9: Certain Legal, ERISA and Tax Considerations. The administrative services agreement, to be entered into at or around the date of the First Closing, among the Administrator and the Fund. An amount equal to 99.99% of a Limited Partner's Commitment which may be drawn down from time to time in the form of advances to the Fund. The U.S. Advisers Act of 1940, as amended. The EU Alternative Investment Fund Managers Directive (2011/61/EU). An alternative investment vehicle through which the Manager will have the right, in connection with any investment, to direct the Advances of some or all of the Limited Partners to be made. As defined in Section 9: Certain Legal, ERISA and Tax Considerations. Base erosion and profit shifting. As defined in Section 7: Risk Factors. The distributions to the Special Limited Partner described in sub-paragraphs (iii) and (iv) of the "Distributions" paragraph of Section 6: Summary of Principal Terms and Conditions. As defined in Section 9: Certain Legal, ERISA and Tax Considerations. The U.S. Commodity Futures Trading Commission. The First Closing and one or more additional closings of the Fund to admit additional Investors. The U.S. Internal Revenue Code of 1986, as amended. A Limited Partner's commitment to the Fund. Complementary Fund A multiple third party investor fund with investment objectives and strategies that overlap with the Fund but are dedicated to pursuing investment opportunities relating to specific asset categories or strategies. EFTA01396079
Covered Person Each of the General Partner, the Manager, their respective affiliates, the Fund Advisory Committee members, their respective affiliates, the directors, officers, partners, members, employees or agents of each of them. CPO Data Controller A "commodity pool operator" for purposes of CFTC Rule 4.13(a)(3). Glendower Capital. Confidential Private Placement Memorandum 102 EFTA01396080
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Depositary Agreement The depositary agreement, to be entered into at or around the date of the First Closing, among the Depositary, the Manager and the Fund. Deutsche Asset Management Deutsche Bank DOL dollars, US$ or $ DPI ECI Eligible Investors Eligible Non-U.S. Investor Eligible U.S. Investor ERISA EU AIF Exchange Act FATCA FCA Feeder Fund FFI Final Admission Date First Closing FMV foreign passthru payments FSMA The private equity and alternatives business of Deutsche Bank. Deutsche Bank AG and its affiliates. U.S. Department of Labor. U.S. dollars. Distributions to Paid-in Capital. As defined in Section 9: Certain Legal, ERISA and Tax Considerations. Eligible Non-U.S. Investors and Eligible U.S. Investors. As defined in Section 9: Certain Legal, ERISA and Tax Considerations. As defined in Section 9: Certain Legal, ERISA and Tax Considerations. The Employee Retirement Income Security Act of 1974, as amended. An "alternative investment fund" under the AIFMD which is authorized, registered or has its principal place of business in a European Economic Area member state. The U.S. Securities Exchange Act of 1934, as amended. The Foreign Account Tax Compliance provisions of the Code. UK Financial Conduct Authority. A feeder fund established by the General Partner or the Manager which will invest in the Fund or a Parallel Fund to accommodate the investment requirements of certain investors. As defined in Section 9: Certain Legal, ERISA and Tax Considerations. The last date on which Investors may be admitted to the Fund. EFTA01396081
The event at which Investors are first admitted to the Fund. Fair Market Value. As defined in Section 9: Certain Legal, ERISA and Tax Considerations. The UK Financial Services and Markets Act 2000, as amended. Confidential Private Placement Memorandum 103 EFTA01396082
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Fund Advisory Committee The advisory committee, comprising representatives of certain Limited Partners, established by the Fund to consult with the General Partner or Manager as to potential conflicts of interest, methods of valuation and certain other matters. Fund Documents Fund Partnership Agreement Fund Secondary Fund Sponsor General Partner General Partner's Share Glendower Capital or Glendower The Fund Partnership Agreement and certain other legal documents in respect of the Fund. The amended and restated limited partnership agreement of the Fund. An investment interest in an established generalist and specialist private equity fund structure (including a funds of fund, feeder fund or other similar structure). A general partner, manager or adviser of a private equity investment fund. Glendower Capital SOF IV (GP) Limited, a special purpose entity established in the Cayman Islands as an exempted limited company. The profit share distributed to the General Partner by the Fund. Glendower Capital, LLP, an English limited liability partnership. Glendower SOF Team As defined in Section 1: Executive Summary. GP GP-led Secondary Gross IRR Interest Invested Capital The general partner, manager or equivalent in respect of an underlying investment fund. An investment interest in a portfolio of private equity assets on the secondary market. Gross Internal Rate of Return. A limited partnership interest in the Fund. With respect to a Limited Partner or a Feeder Fund investor, such Limited Partner's or such Feeder Fund investor's (a) drawn down Commitment (or equivalent), that is, at the date of determination, invested in portfolio investments, and (b) undrawn Commitment (or equivalent) that the Manager has reasonably reserved for portfolio investments. Investment Committee An investment committee to be established by the EFTA01396083
Manager that, inter alia, will screen and evaluate investment opportunities for the Fund. Investment Company Act Investment Management Agreement The U.S. Investment Company Act of 1940, as amended. The investment management agreement relating to the appointment of the Manager as the investment manager of the Fund. Confidential Private Placement Memorandum 104 EFTA01396084
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Investment Period The period from the First Closing until the end of the quarter following the earliest to occur of (i) the date on which 100% of aggregate Commitments have been invested, committed for investment, used to pay expenses and liabilities, or formally reserved for such purpose, and (ii) four years from the Final Admission Date. Investment Platforms Investment Restriction Base Investor IRS Key Persons LIBOR Limited Partner LP Manager Managing Partners Memorandum NAV Net IRR OECD Offshore Fund Rules Operating Partnerships Parallel Fund Partners Partnership Audit Rules The Fund and various investment vehicles (including separate accounts) sponsored or advised by the Manager and its affiliates. (a) Prior to the Final Admission Date, an amount equal to the greater of (i) US$1.75 billion and (ii) the aggregate Commitments accepted as at the date of determination and (b) following the Final Admission Date, an amount equal to the aggregate Commitments. A qualified prospective investor in the Fund. The U.S. Internal Revenue Service. Charles Smith, Carlo Pirzio-Biroli, Adam Graev and Chi Cheung (and their replacements). London Interbank Offered Rate. A limited partner of the Fund. An investor in an underlying fund. Glendower. Carlo Pirzio-Biroli and Charles Smith. This confidential private placement memorandum, as amended or supplemented EFTA01396085
from time to time. As defined in Appendix 5: Important Performance Information. Net Internal Rate of Return. The Organization for Economic Co-operation and Development. The Taxation (International and Other Provisions) Act 2010 and the Offshore Funds (Tax) Regulations 2009. As defined in Section 9: Certain Legal, ERISA and Tax Considerations. A parallel fund established by the General Partner or the Manager to accommodate the investment requirements of certain investors. The Limited Partners together with the General Partner. As defined in Section 9: Certain Legal, ERISA and Tax Considerations Confidential Private Placement Memorandum 105 EFTA01396086
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP PFICs As defined in Section 9: Certain Legal, ERISA and Tax Considerations. Push-Out Election QEF RVPI Sanction Regulations SEC Second GP As defined in Section 9: Certain Legal, ERISA and Tax Considerations As defined in Section 9: Certain Legal, ERISA and Tax Considerations. Residual value to paid-in capital. Collectively UK sanctions, UN sanctions, EU sanctions, and/or U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. The U.S. Securities and Exchange Commission. Glendower Capital SOF IV (Alternate GP), LLP, an English limited liability partnership (but see Section 6: Summary of Terms and Conditions for the description of the limited role of the Second GP). Securities Act Side Letter The U.S. Securities Act of 1933, as amended. A side letter or other written agreement with one or more Limited Partners which has the effect of establishing additional rights (including, for example, reducing the General Partner's Share chargeable with respect to such Limited Partner), or altering or supplementing the terms of the Fund Partnership Agreement. Single Asset Deal SOF SOF A SOF B SOF C SOF D SOF II SOF III SOF IV or the Fund SOF Business SOF Funds or the SOF Program SOF Team Special Limited Partner A co-investment in an individual portfolio company alongside one or more private equity fund sponsors. DB Secondary Opportunities Fund (comprising SOF A, SOF B and SOF C). EFTA01396087
DB Secondary Opportunities Fund A, L.P., a Cayman Islands exempted limited partnership. DB Secondary Opportunities Fund B, L.P., a Cayman Islands exempted limited partnership. DB Secondary Opportunities Fund C, L.P., a Cayman Islands exempted limited partnership. DB Secondary Opportunities Fund D, L.P., a Cayman Islands exempted limited partnership. Secondary Opportunities Fund II, LP, a Scottish limited partnership. Secondary Opportunities Fund III, LP, an English limited partnership. Glendower Capital Secondary Opportunities Fund IV, LP. Deutsche Asset Management's Secondaries Opportunities Fund investment program. SOF, SOF D, SOF II and SOF III, collectively. As defined in Section 1: Executive Summary. An affiliate of the Manager that shall receive Carried Interest. Confidential Private Placement Memorandum 106 EFTA01396088
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Subsequent Closing Partner Team Investment Total Value TVPI or Net Multiple U.S. U.S. Adviser U.S. IGA UBTI UK UK AIFM Regulation Limited Partners admitted to the Fund at a Closing subsequent to the First Closing. The investment in the Fund by certain individuals that are partners or employees of the Manager and Glendower U.S. Represents realized proceeds and unrealized value as of the stated date. Total Value to Paid-in Capital. The United States of America. Glendower Capital (U.S.), LLC, a Delaware limited liability company. The Model 1 intergovernmental agreement entered into between the UK and the U S. As defined in Section 9: Certain Legal, ERISA and Tax Considerations. The United Kingdom. The Alternative Investment Fund Managers Regulations 2013 (2013 No. 1773). UK FATCA Legislation As defined in Section 9: Certain Legal, ERISA and Tax Considerations. USRPHCs As defined in Section 9: Certain Legal, ERISA and Tax Considerations. UTR Valuation Committee withholdable payments As defined in Section 9: Certain Legal, ERISA and Tax Considerations. The valuation committee established by the Manager. As defined in Section 9: Certain Legal, ERISA and Tax Considerations. Confidential Private Placement Memorandum 107 EFTA01396089
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Appendix 5 Important Performance Information Distributions to Paid-in Capital ("DPI"): Represents aggregate distributions to investors in the SOF Funds relative to aggregate capital contributions to the SOF Funds. Gross fund data (gross TVPI, etc.): Gross performance data reflects amounts net of the underlying investments' carried interest, management fees and other expenses but before the SOF Funds' carried interest, management fees and other expenses. Gross multiple: Represents Total Value as a multiple of capital invested by the SOF Funds. Gross Internal Rate of Return ("Gross IRR"): calculated as a gross return at the SOF Funds level net of the underlying investments' carried interest, management fees and other expenses and is based on the actual timing of cash inflows (regardless of whether drawdowns of limited partners were made at a later date as a result of the subscription-line financing) and outflows for the SOF Funds' investments and the value of the remaining investments as of the most recent reported date (June 30, 2017), including the fair value (positive or negative) of foreign currency option contracts. Net Asset Value ("NAV"): Equals total assets minus total liabilities as of June 30, 2017 (unless provided otherwise). In determining the SOF Funds' NAV, the Manager values the SOF Funds' investments in good faith based on the reasonable judgment of the Manager taking into account available information it considers relevant, including information provided by the fund managers and general partners of the underlying funds. Because of the inherent uncertainty of the valuation, the estimated valuation may differ significantly and materially from the value that would have been used had a ready market existed or had the investment been liquidated. The long-term value of the investments may be lesser or greater than the valuation provided. The value includes unrealized appreciation, which may or may not be realized. Net fund data (net TVPI, etc.): Net performance data reflects amounts net of the SOF Funds' carried interest, management fees and other expenses. Net Internal Rate of Return ("Net IRR"): calculated as a net return and is based on the actual dates of the cash inflows (capital contributions), outflows (cash and in specie distributions) and the value of the remaining investments as of the most recent reported date (June 30, 2017), including the fair value (positive or negative) of foreign currency option contracts and is calculated after the SOF Funds' carried interest, management fees and other expenses. Residual Value to Paid-in Capital ("RVPI"): Represents the value of the SOF Funds investors' interest held within the SOF Funds relative to aggregate capital contributions to the SOF Funds, net EFTA01396090
of the SOF Funds' carried interest, management fees and other expenses. Total Value: Represents realized proceeds and unrealized value as of the stated date. Total Value to Paid-in Capital ("TVPI"): TVPI = DPI + RVPI Effects of Leverage on Gross and Net IRR: Calculations of net and gross IRRs in respect of investment and performance data included and/or referred to in this Memorandum are based on the payment date of capital contributions or advances received from limited partners, even in instances where a fund or account utilizes borrowings under a subscription line facility. The use of a subscription-based credit facility (or other fund-level leverage) with respect to investments will result in a higher reported Gross IRR and Net IRR at the fund-level than if such subscription line facility (or other fund-level leverage) had not been used and instead the investors' capital had been contributed at the inception of each such investment. This is due to the fact that calculations of Gross IRR and Net IRR are based on the period of time between (a) the date of limited partner contributions for a relevant investment (and not the date the investment was made) and (b) the date of distribution from the applicable fund or account to investors. Therefore, if a subscription line facility is used to fund an investment, capital may be called more slowly from the limited partners to repay such borrowings, which would shorten the time between such contribution and distribution and consequently increase Gross IRR and Net IRR. Benchmark Analysis: Any benchmarking analysis or other comparison herein of the performance of the SOF Funds against the performance of other investment funds pursuing direct or indirect private equity strategies (each, an "Other PE Fund") is qualified as follows: (i) each such Other PE Fund may employ different investment objectives or investment Confidential Private Placement Memorandum 108 EFTA01396091
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP criteria than the SOF Funds; (ii) the performance information respect of each Other PE Fund is based solely on information available from third party sources which may not be complete or accurate; (iii) use of leverage or other factors may mean that the performance information herein in respect of the SOF Funds and the Other PE Funds may not be directly comparable; and (iv) the Other PE Funds selected herein may not necessarily to represent an appropriate comparison against the performance of the SOF Funds. General The performance information provided herein has been prepared by Deutsche Alternative Asset Management (Global) Limited ("DAAM(G)L") and provided to the Manager and relates to the SOF Funds and the related individual underlying transactions, in respect of which the Manager's investment team were involved in their capacity as portfolio managers and/or investment committee members while employed at Deutsche Bank. The Manager takes responsibility for its use of this performance information and its compliance with all applicable laws, regulations, rules and guidelines, including, but not limited to, the Advisers Act, and in particular, Rule 204-2 thereunder, and DAAM(G)L takes no responsibility for the use of such performance information by the Manager. The investment performance included herein is intended solely to provide recipients with information about the investment and operational experience of the SOF Team. Certain of the SOF Team were principally responsible for the investments included in such investment performance. Such investment performance information relates to investments made by the SOF Team while a part of Deutsche Bank. In evaluating the investment track record, recipients should note that the SOF Team does not include all of the investment and operations professionals that were part of Deutsche Bank. Except where noted, the performance information contained in this Memorandum is a combination of both actual realized proceeds as well as projected proceeds based on the Manager's business plans as of the date indicated. The information is presented for information purposes only, and is not representative of the actual returns received by an investor in the SOF Funds. The NAV and performance results provided for the SOF Funds are based on the financial information reported as of June 30, 2017 (unless otherwise provided) by the GPs/managers of the underlying fund investments and are adjusted for contributions, distributions, and subsequent events to the extent that they have, in the opinion of the Manager, an impact on the fair value of the underlying fund investment. The valuations of public stocks in the portfolio have been adjusted to their June 30, 2017 (unless otherwise provided) trading price. EFTA01396092
Except where designated as "net," the projected returns and financial information contained herein are based on the projected gross cash flows of the SOF Funds or the relevant deal/portfolio. Gross cash flows do not take into account deductions for Fund-level expenses, management and other fees, incentive distributions, or other potential expenses such as currency exchange costs or losses. All of these may be a significant reduction against the gross returns. The projected cash flows and other return and financial information in this Memorandum are based, in part, on the Manager's business plans as of the date indicated and take into account such factors as the Manager deems relevant as of the date indicated. However, changes in a number of factors, including (without limitation) global and local economic conditions, the financial markets crisis and interest rates may cause the actual results to vary, perhaps significantly, from those projected. Further, events assumed to occur may not occur, and other events may occur which were not assumed to occur or otherwise taken into account in preparing the data contained herein. Such events could materially and adversely affect the analysis. Moreover, the performance information set out in this Memorandum speaks only as of the date indicated; it was not revised to take account of events which have occurred subsequent to the date indicated and is subject to change. Accordingly, it may not be representative of values or the amount that may ultimately be received with respect of an investment. No assurance can be given as to the actual events that may occur or the appropriate assumptions to be applied. Information herein includes or is based upon certain "forward looking statements." These forward-looking statements include, but are not limited to, the plans, projections, objectives, expectations and intentions of the SOF Funds and the Manager and other statements contained herein that are not historical facts. These statements are based on current beliefs or expectations and are inherently subject to significant uncertainties and changes in circumstances, many of which are beyond the control of the SOF Funds and the Manager. Actual results may differ materially and adversely from these expectations due to changes in, among other things, global, political, economic, business, competitive, market and regulatory factors. Past performance is not indicative of future results and there can be no assurance that the Fund will be able to Confidential Private Placement Memorandum 109 EFTA01396093
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP achieve comparable returns to those contained in this Memorandum. Confidential Private Placement Memorandum 110 EFTA01396094
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Appendix 6 Directory Fund Glendower Capital Secondary Opportunities Fund IV, LP Manager Glendower Capital, LLP Special Counsel to the General Partner and the Manager Debevoise & Plimpton LLP 65 Gresham Street London, EC2V 7NQ Auditors to the General Partner Any of PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu, KPMG or Ernst & Young LLP Depositary Aztec Financial Services (UK) Limited Fund Administrator Gen II Fund Services LLC Global Placement Agent Credit Suisse Asset Management Limited Regional Placement Agents Raymond James & Associates, Inc. Raymond James Financial Services, Inc. Confidential Private Placement Memorandum 111 EFTA01396095
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP Appendix 7 Board of Directors of the General Partner It is currently proposed that the following individuals will comprise the board of directors of the General Partner: Alan Turner. Alan is an attorney at law who has practiced in the Cayman Islands since 1988. Alan is a partner of Turners and a former partner of Walkers. Alan is also a director of Circumference FS (Cayman) Ltd. ("Circumference"), an independent fiduciary services business in the Cayman Islands. Alan acts as a director of a number of companies involved in complex structures including hedge funds, private equity funds, general partners of limited partnerships, companies involved in structured finance and asset finance transactions and various holding companies. Andrew Johnson. Andrew is a director of Circumference. Andrew has over twenty years of experience in the offshore financial services industry, specializing in investment funds, securitizations, structured finance, captive insurance management and financial planning strategies for special purpose vehicles. He holds a bachelor's degree in Accounting from Florida State University and received his Certified Public Accountant certificate in the state of Georgia. Andrew is also a Chartered Global Management Accountant. Andrew is a member and past president of the Cayman Islands Institute of Professional Accountants. He serves as Chairman of the board of the YMCA of the Cayman Islands and previously served on the board of Cayman Finance. Finally, he is a member of the American Institute of Certified Public Accountants. Kirsten Le Pape. Kirsten graduated with an accounting degree from Averett University, Virginia, in 1991. Kirsten worked with a major hotel corporation at a high management level before she joined Circumference in 2007, where she is now Senior Vice President. Kirsten acts as a director on a number of companies involved in complex structures including hedge funds, private equity funds, general partners of limited partnerships and various other entities. Vanessa Barrett. Vanessa is an experienced fund director having worked in the hedge fund industry for more than 18 years across a number of key jurisdictions, including Bermuda, Ireland, the UK and USA. She has extensive experience in working with a wide range of hedge funds, fund of funds and private equity funds and has advised investment managers on Cayman fund launches and appropriate structures. She has broad knowledge of hedge fund operations, fund governance, compliance, fund risk analysis and product development and has managed projects for major fund management clients, including U.S., European and Asian firms. Prior to becoming an independent fund director in the Cayman Islands, Vanessa was Head of Business Development and Client EFTA01396096
Relations for Alternative Fund Services at UBS Global Asset Management in London where she was responsible for the strategic development and growth of Fund Services. She also worked for UBS Fund Services in the Cayman Islands. Vanessa began her career with Ernst & Young in financial services audit in Bermuda and San Francisco. Vanessa graduated with a Bachelor of Commerce (Hons.), from University College Cork (Ireland) and is a Fellow of the Institute of Chartered Accountants in Ireland. Confidential Private Placement Memorandum 112 EFTA01396097
GLDUS125 Gerald Ford Glendower Capital Secondary Opportunities Fund IV, LP For additional information, please contact: United States Glendower Capital (U.S.), LLC 410 Park Avenue New York, NY 10022 United States of America Attention: Joshua C. Glaser Email: [email protected] Global Placement Agent Credit Suisse Asset Management Limited 17 Columbus Courtyard London, E14 4DA United Kingdom Attention: Michael J. Murphy Email: [email protected] Europe, MENA And Asia Pacific Glendower Capital, LLP 16 Berkeley Street London, W1J 8DZ United Kingdom Attention: Carlo Pirzio-Biroli Email: [email protected] Confidential Private Placement Memorandum 113 EFTA01396098
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