additional closings may be held as necessary to admit additional Limited Partners (each, and the First Closing, a "Closing"). The final Closing of the Fund is to take place no later than 15 months after the First Closing (the "Final Admission Date"), provided that, if on the 15 month anniversary of the First Closing, aggregate Commitments and commitments to any Parallel Fund (as defined below) are: (i) less than US$1.75 billion then the Final Admission Date shall be automatically extended to the 18 month anniversary of the First Closing or (ii) US$1.75 billion or more then the General Partner may extend the Final Admission Date with the consent of the Fund Advisory Committee (as defined below). Subsequent Closing Partners Limited Partners admitted to the Fund subsequent to the First Closing (each a "Subsequent Closing Partner") generally will participate in the investments, if any, made by the Fund prior to their admission. Each Subsequent Closing Partner will generally contribute to the Fund an amount equal to its proportionate share of all funded Commitments of the Partners admitted in prior Closings, plus an additional amount computed as interest thereon at the higher of the preferred return rate of 8% and three-month USD LIBOR plus 2% from the date of each applicable funding, with such appropriate adjustments as may be necessary to take into account distributions made to Partners admitted in prior Closings. Drawdowns Advances will be drawn down on an as needed basis to make investments and to pay the General Partner's Share and Fund liabilities and expenses at any time, generally upon 12 business days' prior written notice. Confidential Private Placement Memorandum 37 EFTA01395494

GLDUS143 Henry Nicholas Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Investment Period The Fund's investment period will commence on the date of the First Closing, and will expire at the end of the calendar quarter in which the earliest of the following occurs (the "Investment Period"): (i) the date on which 100% of aggregate Commitments have been invested, committed for investment, used to pay expenses and liabilities, or formally reserved for such purpose, and (ii) four years from the Final Admission Date. The Fund may draw down Commitments to make investments at any time during the Investment Period (subject to any suspension of the Investment Period following a key person event (as described below)) After the end of the Investment Period, the Fund will not make new portfolio investments, but may (a) fund existing obligations to make contributions or advances in respect of any investment, (b) complete investments that were in process as of the end of the Investment Period, (c) fund follow-on investments with respect to existing Fund Secondaries, Single Asset Deals or GP-led Secondaries, in an aggregate amount not to exceed 20% of aggregate Commitments, and (d) continue to draw down Commitments to pay liabilities and ongoing operating expenses, including the General Partner's Share. Reinvestment The following amounts will be added back to unfunded Commitments and may be drawn down again by the Fund: (i) distributions from any portfolio investment received by the Fund within twenty-four months of the date on which such investment was made, but only to the extent of capital invested by the Fund in such investment; (ii) following the termination of the Investment Period and subject to the limitations described in "Investment Period" above, an amount equal to any and all distributions made to the Partners, but only for the purpose of funding any obligation of the Fund and any follow-on investments with respect to existing Fund Secondaries, GP-led Secondaries and Single Asset Deals; and (iii) distributions made EFTA01395495

to the Partners to the extent of funded Advances used to fund drawings of the General Partner's Share (as defined below) or pay organizational expenses or Fund expenses. Key Person Event The Fund's initial key persons will be Charles Smith, Carlo Pirzio-Biroli, Adam Graev and Chi Cheung (with such persons, and any replacement key persons, being the "Key Persons"). The General Partner may, from time to time, nominate one or more qualified replacements for such Key Persons. Such a nominated qualified replacement will become a Key Person with the consent of the Fund Advisory Committee. The Investment Period will be automatically suspended if (i) either Charles Smith or Carlo Pirzio-Biroli and (ii) any other Key Person cease to devote substantially all their business time to the affairs of the Fund, any co-investment fund, Parallel Fund (as defined below) or Alternative Vehicle (as defined below), the SOF Program, any Complementary Fund (as defined below), any successor fund and Glendower (the "Permitted Activities"). The Investment Period may be reinstated (a) at any time with the consent of 664j% in interest of the Limited Partners, or (b) if the requisite number of qualified replacements for the Key Persons are approved within 120 days of the Investment Period being suspended. Notwithstanding the foregoing, the Investment Period will also be automatically suspended if both of Carlo Pirzio-Biroli and Charles Smith cease to devote substantially all of their business time to the Permitted Activities. Following such a suspension, the Investment Period may be reinstated at any time with the consent of 66ges in interest of the Limited Partners. If the Investment Period is suspended due to either of the circumstances described above, it will terminate automatically if not reinstated after 12 months. Diversification Absent the consent of the Fund Advisory Committee (i) no more than 5% of the Investment Restriction Base will be invested in any individual Single Asset Deal, (ii) no more than 20% of Confidential Private Placement Memorandum 38 EFTA01395496

GLDUS143 Henry Nicholas Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP the Investment Restriction Base will be invested in any single Fund Secondary or GP-led Secondary, (iii) no more than 20% of the Investment Restriction Base invested in Single Asset Deals will be made on a primary basis, (iv) no more than 12.5% of the Investment Restriction Base will be invested in any blind pool investment fund on a primary basis or where less than 50% of aggregate capital commitments of such fund have been drawn down, and (v) no more than 10% of the Investment Restriction Base will be invested in any portfolio investments with a focus on real estate investments. "Investment Restriction Base" means (a) prior to the Final Admission Date, an amount equal to the greater of (i) US$1.75 billion and (ii) the aggregate Commitments accepted as at the date of determination and (b) following the Final Admission Date, an amount equal to the aggregate Commitments. Indebtedness The Fund, either directly or through intermediate holding vehicles under its control, is expected to borrow on a short-term basis in order to facilitate the closing of an investment in advance of a drawdown. The Manager generally expects such borrowings to be outstanding for less than 180 days. The Fund, either directly or through intermediate holding vehicles under its control, is also expected to borrow on a short-term basis in order to fund the payment of the Fund's expenses or the General Partner's Share in advance of a drawdown. The Manager generally expects to repay such borrowings from drawdowns or distributions from investments. The Fund, either directly or through intermediate holding vehicles under its control, may also borrow on a long-term basis to create leveraged capital structures in portfolio investments with appropriate cash flow characteristics. The Fund will not borrow for such purpose amounts that in aggregate exceed 25% of the aggregate Commitments. The Fund may also make use of leverage in connection with hedging arrangements (including the use of FX forwards and swaps). Assets of the Fund may be posted as collateral against such borrowings including its EFTA01395497

investments, and by pledges of unfunded Commitments. Such borrowings may be incurred on a portfolio-wide basis or against specific securities and may be secured by drawdowns of Commitments. Hedging The Fund may engage in hedging transactions, such as hedging for currency, interest rate and equity market risks. Hedging techniques could involve a variety of derivative transactions, including transactions in forward contracts and swaps. General Partner's Share The Fund will allocate to the General Partner and the Second GP a profit share (the "General Partner's Share"). Advances will be made against the General Partner's Share quarterly from drawdowns of the Limited Partners' unfunded Commitments or from other proceeds received by the Fund. For each Limited Partner (other than a Feeder Fund (as defined below)) and each investor in a Feeder Fund: (i) during the Investment Period, 1.25% per annum (reduced by the Applicable Points) of (a) the Commitment of such Limited Partner or (b) the commitment (or equivalent) of such Feeder Fund investor; (ii) for the two years following the expiration of the Investment Period, 1.00% per annum (reduced by the Applicable Points) of the aggregate, as of the end of the Investment Period, of such Limited Partner's or such Feeder Fund investor's (a) drawn down Commitment (or equivalent), that is, at the date of determination, invested in portfolio investments, and (b) undrawn Commitment (or equivalent) that the Manager has reasonably reserved for portfolio investments (a Limited Partner's or an investor in a Confidential Private Placement Memorandum 39 EFTA01395498

GLDUS143 Henry Nicholas Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Feeder Fund's "Invested Capital"); and (iii) for each successive year thereafter, until the last day of the term (including any extension thereof), the lesser of (a) 90% of the General Partner's Share attributable to each Limited Partner or such Feeder Fund investor, for the immediately preceding year (but not less than 0.25% of the Invested Capital of such Limited Partner), and (b) 1.25% per annum (as reduced by the Applicable Points) calculated with respect to each Limited Partner's pro rata share (based on the Invested Capital of the Fund's most recently reported net asset value). The General Partner's Share in respect of each Legacy Investor shall be equal to the general partner's share attributable to such Legacy Investor in respect of its commitment to SOF III. Neither the General Partner nor the Second GP will receive any General Partner's Share with respect to the Special Limited Partner. The General Partner's Share is subject to reduction as provided below in "Transaction, Break Up and Other Fees." "Applicable Points" means with respect to (a) a Limited Partner (other than a Feeder Fund) and its Commitment or (b) an investor in a Feeder Fund and its commitment (or equivalent) to such Feeder Fund: (i) for a Commitment (or equivalent) that is less than US$50 million, zero basis points, (ii) for a Commitment (or equivalent) that is US$50 million or more but less than US$100 million, five basis points, (iii) for a Commitment (or equivalent) that is US$100 million or more but less than US$150 million, ten basis points, (iv) for a Commitment (or equivalent) that is US$150 million or more but less than US$200 million, 15 basis points, and (v) for a Commitment (or equivalent) that is US$200 million or more, 20 basis points. "Legacy Investor" means (i) each Limited Partner that made a direct commitment to SOF III and makes a Commitment (or commitment to a Feeder Fund) at the First Closing or (ii), at the discretion of the Manager, a Limited Partner that made a direct commitment to SOF III and makes a Commitment to the Fund (or commitment to a Feeder Fund) at the Closing immediately following the First Closing, provided that such following EFTA01395499

Closing occurs on or before 31 May 2018. Distributions Net proceeds attributable to the disposition of a portfolio investment, distributions in kind of securities, and any dividends, interest or other income received with respect to a portfolio investment will be distributed to all Partners participating in such portfolio investment and other income received by the Fund will be distributed to all Partners. Each Partner's proportionate share thereof generally will be distributed as follows: (i) First, 100% to such Partner until the cumulative distributions to such Partner equal the sum of the Advances of such Partner as of that time; (ii) Second, 100% to such Partner until the cumulative distributions to such Partner are sufficient to provide such Partner with an 8% annualized effective internal rate of return on the Advances of such Partner; (iii) Third, 100% to the special limited partner of the Fund (the "Special Limited Partner") until the Special Limited Partner has received, in respect of such Partner, 12.5% of the excess of (i) the cumulative distributions made to such Partner and to the Special Limited Partner in respect of such Partner over (ii) the Advances of such Partner; and (iv) Thereafter, 87.5% to such Partner and 12.5% to the Special Limited Partner. "Carried Interest" means the amounts distributed to the Special Limited Partner pursuant to clauses (iii) and (iv) above. Distributions prior to the dissolution of the Fund will be made in cash or marketable securities. Confidential Private Placement Memorandum 40 EFTA01395500

GLDUS143 Henry Nicholas Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Upon dissolution of the Fund, distributions may also include restricted securities or other assets of the Fund. Notwithstanding the foregoing, the Fund may make tax distributions to the Partners in respect of gain and other income from portfolio investments in accordance with the manner in which such gain and other income is allocated to the Partners. Distributions to the General Partner and the Special Limited Partner will not be subject to Carried Interest. Special Limited Partner Clawback Upon termination of the Fund, the Special Limited Partner will be required to return to the Fund distributions of Carried Interest previously received to the extent that they exceed the amounts that should have been distributed to the Special Limited Partner as Carried Interest (as described in "Distributions" above) applied on an aggregate basis covering all transactions of the Fund. In no event, however, will the Special Limited Partner be required to return more than the cumulative Carried Interest distributions received by the Special Limited Partner, net of amounts in respect of taxes thereon. Organizational Expenses The Fund will bear all legal and other expenses incurred in the formation of the Fund and the offering of the Interests therein (other than any placement fees), up to an aggregate amount not to exceed US$2,500,000, plus amounts in respect of applicable value added tax. Organizational expenses in excess of this amount, and any placement fees, will be paid by the Fund but borne by the General Partner through a 100% offset against the General Partner's Share. Operating and Other Expenses Each of the Manager, the General Partner and the Second GP will pay all normal operating expenses incidental to the provision of its day-to-day services to the Fund, including its own overheads. The Fund will pay all costs, expenses and liabilities in connection with its operations, including: fees, costs and expenses of third parties, including EFTA01395501

without limitation tax advisors and counsel, related to the purchase, structuring, holding and sale of portfolio investments (to the extent not reimbursed); expenses incurred in connection with transactions not consummated; insurance premiums; taxes; fees and expenses of accountants, counsel, administrators, depositaries, appraisers and consultants, including tax filings and accounts; costs and expenses of the Fund Advisory Committee and the annual meeting; litigation expenses and other extraordinary expenses. Any costs incurred in relation to transactions which are not completed will be borne by the Fund. The Manager may in its sole discretion structure a co-investment opportunity such that the proposed participants in such co-investment opportunity do not bear any broken deal expenses, with the result that the Fund will bear all such broken deal expenses; provided, if so structured, such participants will not be entitled to receive any break- up or similar fee income, if any, that may be earned with respect to such transaction. Transaction, Break-Up and Other Fees In connection with any portfolio investment, the Manager and its affiliates may charge portfolio companies directors' fees, transaction fees, monitoring fees, advisory fees, break-up fees and other similar investment-related fees for services provided by the members of the secondary investment team of the Manager. 100% of all such fees, net of any related expenses, amounts in respect of VAT or unreimbursed expenses incurred by the Manager or its affiliates in connection with unconsummated transactions, will be applied to reduce the General Partner's Share otherwise payable. All such fees will be allocated among the Fund and any related co-investing entities on the basis of capital committed by each to the relevant investment. General Partner's Share reductions will be carried forward if necessary. Fund Advisory Committee The Fund will establish an advisory committee consisting of at least three voting members appointed by the Manager (the "Fund Advisory Committee"). Each voting member of the Fund Advisory Committee shall be a representative of a Limited Partner or an investor in any EFTA01395502

Confidential Private Placement Memorandum 41 EFTA01395503

GLDUS143 Henry Nicholas Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Feeder Fund or Parallel Fund (other than any Limited Partner or investor affiliated with the General Partner, the Second GP or the Manager). Feeder Funds and Parallel Funds will not have separate advisory committees. The Manager shall have the right to appoint one or more representatives of the Manager to serve as non-voting members, and as the chairman, of the Fund Advisory Committee. The Fund Advisory Committee will meet at least annually following the Final Admission Date, the discretion of the Manager, and as required to consult conflicts of interest and certain other matters. The Fund will members for their reasonable out-of-pocket expenses. Successor Funds Without the consent of 66gps in interest of the Limited Partners, none of the General Partner, the Second GP, Glendower Capital, LLP or any affiliate of Glendower Capital, LLP will close another multiple third party investor fund having a substantially similar investment objective and strategy as the Fund until the earlier of: (i) the date when 75% of aggregate Commitments have been invested, committed or reserved for investment or allocated or reserved to meet the obligations of the Fund; (ii) the end of the Investment Period; or (iii) the termination of the Fund. Notwithstanding the foregoing, Glendower Capital, LLP or any of its Affiliates may, at any time, close other multiple objectives and strategies that overlap with the Fund opportunities relating to specific asset categories Allocation of Investment Opportunities Subject to the "Successor and its affiliates may sponsor or advise various investment Funds, and separate accounts (together with the Fund, of which may have overlapping investment strategies and or before the Final Admission Date at with the Manager as to potential reimburse the Fund Advisory Committee third party investor funds with investment but are dedicated to pursuing investment or strategies (each, a "Complementary Fund"). Funds" restrictions described above, the Manager vehicles, including Complementary the "Investment Platforms"), some investment committee members with EFTA01395504

those of the Fund. The Manager will allocate investment opportunities among the Investment Platforms on an equitable basis in its good faith discretion and in accordance with its internal investment allocation guidelines. These are based on the applicable investment guidelines of such Investment Platforms, portfolio diversification requirements, regulatory requirements and other appropriate factors. Transfers and Withdrawals Reporting, Valuations and Annual Meeting Limited Partners generally may not sell, assign, transfer or pledge their Interests except as permitted by the Fund Partnership Agreement which will require, consent of the Manager. Limited Partners generally may not withdraw from the Fund. Limited Partners will receive audited annual accounts (also comprising a Manager's report and such disclosures as are required by the AIFMD) prepared in accordance with U.S. GAAP or International Financial Reporting Standards as well as unaudited quarterly financial statements (in respect of the second and third quarters of each fiscal year only) and unaudited quarterly capital accounts. Limited Partners will also receive such periodic disclosures as are required in accordance with the AIFMD (including changes to leverage, liquidity and risk management provisions). The Fund will hold annual meetings to provide Limited Partners with the opportunity to review and discuss with the Manager and its employees the Fund's investment activities and portfolio. Disclosure of changes to the leverage provisions Limited Partners will receive unaudited quarterly financial reports regarding the Fund which will include the amount of leverage that has been utilized by the Fund Any amendments to the leverage provisions of the Fund will require an amendment to the Fund Partnership Agreement. See "Amendments to Fund Partnership Agreement" below for inter alia, the prior written Confidential Private Placement Memorandum 42 EFTA01395505

GLDUS143 Henry Nicholas Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP further details. Co-investment Alternative Vehicles The Manager may offer co-investment opportunities to any Limited Partner in its sole discretion. The Manager will have the right in connection with any investment to direct the Advances of some or all of the Limited Partners to be made through one or more alternative investment vehicles (each, an "Alternative Vehicle") if, in the judgment of the Manager, the use of such vehicle or vehicles represents an appropriate structure for the Fund and would facilitate participation in certain types of investments. Any Alternative Vehicle generally will be governed by terms and conditions substantially similar to those of the Fund (except as may be advisable because of such legal, regulatory or tax constraints) and will be managed by the General Partner, the Manager or an affiliate thereof. The profits and losses of an Alternative Vehicle generally will be aggregated with those of the Fund for purposes of determining distributions by the Fund and such Alternative Vehicle, unless the General Partner or the Manager elects otherwise in its sole discretion based on a determination that such aggregation could increase the risk of any adverse tax or other consequences. Parallel Funds The General Partner or the Manager may establish one or more parallel funds (each a "Parallel Fund") to accommodate the investment requirements of certain investors. Any Parallel Fund documentation will contain terms and conditions substantially similar to those of the Fund and will be managed by the General Partner, the Manager or an affiliate thereof. Any Parallel Fund will be responsible for its pro rata share of expenses. Feeder Funds The General Partner or the Manager may establish one or more feeder funds which will invest in the Fund or a Parallel Fund (each, a "Feeder Fund") to accommodate the investment requirements of certain investors. In certain respects, investors in a Feeder Fund will be treated as having invested directly in the Fund or the relevant Parallel Fund, as the EFTA01395506

case may be. Side Letters The General Partner or the Manager, without any further act, approval or vote of any Partner, may enter into side letters or other written agreements with one or more Limited Partners which have the effect of establishing additional rights (including, for example, reducing the General Partner's Share chargeable with respect to such Limited Partner), or altering or supplementing the terms of the Fund Partnership Agreement (each, a "Side Letter"). A Side Letter may include additional rights that are, or alter or supplement the terms of the Fund Partnership Agreement in a manner that is, more favorable to the recipient than those offered to any other Limited Partner, including with respect to (i) economic arrangements (including alternative fee or other compensation arrangements), (ii) opting out of particular investments, (iii) reporting obligations of the Fund, (iv) transfer to affiliates, (v) co- investment opportunities, (vi) withdrawal events, (vii) consent rights to certain Fund Partnership Agreement amendments, (viii) indemnification arrangements, (ix) dispute resolution processes, or (x) any other matters described therein. If a Side Letter is entered into entitling a Limited Partner to opt out of a particular investment or withdraw from the Fund, any election to opt out or withdraw by such Limited Partner may increase each other Limited Partner's pro rata interest in that particular investment (in the case of an opt-out) or all future investments (in the case of a withdrawal), which may have an adverse effect on such Limited Partner's investment results. Any additional rights established, or any terms of the Fund Partnership Agreement altered or supplemented, in a Side Letter with a Limited Partner will govern solely with respect to such Limited Partner (but not any of such Limited Partner's assignees or transferees unless so specified in such side letter or otherwise agreed by the Manager) notwithstanding any other provision of the Fund Partnership Agreement. Any additional rights established, or any terms of the Fund Partnership Agreement altered or supplemented, in a Side Letter with a Limited Partner may generally be elected by any other Limited Partner having a Commitment equal to EFTA01395507

Confidential Private Placement Memorandum 43 EFTA01395508

GLDUS143 Henry Nicholas Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP or greater than the Commitment of the Limited Partner to which such Side Letter was provided. Such election, however, will only be made after the Final Admission Date. Indemnification None of the General Partner, the Manager, the Second GP, their respective affiliates, the Fund Advisory Committee members or the directors, officers, partners, members, employees or agents of any of them (each a "Covered Person") will be liable to the Fund or the Limited Partners for any good faith act or omission relating to the Fund, except for (i) any such act or omission constituting an uncured material violation of the Fund Partnership Agreement, conviction of a felony, willful violation of law, bad faith, gross negligence, fraud, willful misconduct or reckless disregard of duties by such Covered Person, or (ii) any claim or proceeding commenced by a Limited Partner against the Manager for any misrepresentation in the Fund's marketing information (including information, advice, materials, documents and this Memorandum communicated by the Manager or a person on behalf of, and as approved by, the Manager, where such misrepresentation has had a direct material adverse impact on such Limited Partner, in each case as determined by a court of competent jurisdiction. The Fund will indemnify each Covered Person against all claims, damages, liabilities, costs and expenses, including legal fees, to which such Covered Person may be or become subject by reason of their activities on behalf of the Fund, or otherwise relating to the Fund Partnership Agreement, except to the extent that such claims, damages, liabilities, costs or expenses are determined by a court of competent jurisdiction to have resulted from such person's own uncured material violation of the Fund Partnership Agreement, conviction of a felony, willful violation of law, bad faith, gross negligence, fraud, willful misconduct or reckless disregard of duties. For Cause Removal of the General Partner The General Partner may be removed by a majority in interest of the Limited Partners where EFTA01395509

it has been finally determined by a court of competent jurisdiction that the General Partner, the Manager or the Second GP has engaged in certain removal conduct. The Manager and Second GP will automatically be removed upon the removal of the General Partner. No Fault Removal of the General Partner The General Partner may be removed at any time following the second anniversary of the Final Admission Date, with the written consent of 66% in interest of the Limited Partners. The Manager and Second GP will automatically be removed upon the removal of the General Partner. The General Partner will, on the date of its removal, receive an amount equal to the General Partner's Share received by the General Partner in the eight calendar quarters immediately preceding the General Partner's removal. Amendments to Fund Partnership Agreement Subject to certain exceptions as more fully described in the Fund Partnership Agreement, the Fund Partnership Agreement (including the Fund's investment strategy or investment policy) may generally only be amended with the written consent of a majority in interest of the Limited Partners and the General Partner, provided that where such amendment would materially and adversely affect a Limited Partner in a way which discriminates against such Limited Partner vis-a-vis the other Limited Partners or increase the Commitment of a Limited Partner, the consent of the affected Limited Partner will also be required. The General Partner will notify the Limited Partners within a reasonable period of time following any material amendments Default A Limited Partner that defaults in respect of its obligation to make Advances or other contributions to the Fund will be subject to customary default provisions, including forfeiture of a substantial portion of its Interest, and payment of interest on the defaulted amount at a rate equal to the higher of (i) three-month USD LIBOR plus 2%, and (ii) 8%. Term The term of the Fund will be 7 years from the Final Admission Date, subject to the term being EFTA01395510

Confidential Private Placement Memorandum 44 EFTA01395511

GLDUS143 Henry Nicholas Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP extended (i) by the Manager for up to three successive periods of one-year each, and (ii) thereafter, by the Manager, with the consent of the Fund Advisory Committee, for up to two additional successive periods of one-year each. Currency Tax Considerations The Fund will be denominated in U.S. dollars. For UK tax purposes, the Fund should be treated as tax transparent and should not, therefore, be separately taxable. Each UK investor its own share of income, gain, losses, deductions and The Manager intends that the Fund be federal income tax purposes. As a partnership, the Fund federal income tax, and each Partner subject to U.S tax computing its U.S. federal income tax liability its allocable deduction and credit of the Fund, regardless of whether by the Fund to such Partner. It is expected that annual U.S. federal tax information from portfolio investments will not be received in sufficient time to permit the Fund to incorporate such information into its annual U.S. federal tax information and to distribute such information to its investors prior to when their tax return reporting obligations become due. As a result, investors will likely be required to obtain extensions for filing U.S. federal, state and local income tax returns each year. The taxation of partners and partnerships is extremely complex. Prospective investors, in particular prospective non-U.S. and U.S. tax-exempt investors, are strongly urged to consult their own tax advisers concerning the tax consequences in light of their particular circumstances of making an investment in the Fund. ERISA Considerations Investment in the Fund is generally open to institutions, including pension plans, subject to the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The General Partner will use its reasonable best efforts to conduct the affairs and operations of the Fund so as to limit investment in the Fund by "benefit plan investors" (within the meaning will be liable for tax on tax credits of the Fund. treated as a partnership for U.S. generally will not be subject to U.S. will be required to include in share of the items of income, gain, loss, and to what extent distributions are made EFTA01395512

of Department of Labor regulations as modified by section 3(42) of ERISA) to less than 25% of each class of equity interests in the Fund. Each prospective investor subject to ERISA is urged to consult its own advisers as to the provisions of ERISA applicable to an investment in the Fund. Risk Factors and Potential Conflicts of Interest Special Counsel to the General Partner and the Manager An investment in the Fund involves significant risks and potential conflicts of interest. Each prospective investor should carefully consider and evaluate such risks and conflicts prior to purchasing an Interest. Debevoise & Plimpton LLP. Debevoise & Plimpton LLP is retained as English and U.S. counsel by the General Partner and the Manager in connection with the Fund. To the fullest extent permitted by law, it does not represent or owe any duty to any Limited Partner or the Limited Partners as a group in connection with such retention. Auditors to the General Partner Any of PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu, KPMG or Ernst & Young LLP. The auditors will be retained by the General Partner in connection with the Fund. To the fullest extent permitted by law, they do not represent or owe any duty to any Limited Partner or the Limited Partners as a group in connection with such retention. Confidential Private Placement Memorandum 45 EFTA01395513

GLDUS143 Henry Nicholas Section 6: Summary of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV, LP Depositary Aztec Financial Services (UK) Limited, an AIFMD-compliant depositary, will be appointed by the Fund prior to the First Closing. The First Closing will not occur prior to the date on which such AIFMD-compliant depositary has been formally appointed as the Fund's depositary and fund administrator. Global Placement Agent Credit Suisse Asset Management Limited. Confidential Private Placement Memorandum 46 EFTA01395514

GLDUS143 Henry Nicholas Glendower Capital Secondary Opportunities Fund IV, LP This page has intentionally been left blank Confidential Private Placement Memorandum 47 EFTA01395515

GLDUS143 Henry Nicholas Glendower Capital Secondary Opportunities Fund IV, LP Section 7: Risk Factors Confidential Private Placement Memorandum 48 EFTA01395516

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Risk Factors An investment in the Fund involves a substantial degree of risk and should be considered only by Investors whose financial resources are sufficient to enable them to assume such risk (and the possible loss of some or all of their investment) and who have no immediate need for liquidity in their investment. Investors should carefully evaluate the following risk factors associated with an investment in the Fund. Past performance of the SOF Funds cannot be taken as an indication of the performance of the Fund. Investors should make their own assessment of the risks and rewards of an investment in the Fund. Part A — Risks Related to an Investment in Secondary Private Equity Pooled investments in secondaries In many cases, the Manager expects that the Fund will have the opportunity to acquire a portfolio of investment funds or direct investments from a seller on an "all or nothing" basis. Certain of the investment funds or direct investments in the portfolio may be less attractive than others, and certain of the sponsors of such investment funds (or in some cases, the controlling investors in the portfolio companies) may be more familiar to the Manager than others, or may be more experienced or highly regarded than others. In such cases, it may not be possible for the Fund to carve out from such purchases those investments which the Fund considers (for commercial, tax, legal or other reasons) to be less attractive. Complex nature of due diligence and valuation process for GP-led Secondaries In traditional secondaries investments, secondaries investors typically provide liquidity to primary investors in private equity funds, and secondaries investors are able to rely on conducting due diligence on financial statements and periodic company updates originated by a common investment manager. By contrast, because many portfolios of direct investments being targeted by the Fund may be collections of the private equity assets of a seller other than private equity funds managed by a common investment manager, many GP-led Secondaries may lack the benefit of financial statements and periodic company updates that would be originated by a common investment manager. This may affect the ability of the Fund to conduct fundamental due diligence on the portfolio companies comprising such investment portfolios. Termination of the Fund's interest in an underlying fund The general partner or manager of an underlying fund may, among other things, terminate the Fund's interest in such underlying fund if the Fund fails to satisfy any capital call by that underlying fund or if the general partner or manager of that underlying fund determines that the continued participation of the Fund EFTA01395517

in the underlying fund would have a material adverse effect on the underlying fund or its assets. The Fund may fail to meet a capital call if an Investor fails to honor a capital call by the Fund and such shortfall cannot be made up by the other Investors, a new investor, a borrowing, the Manager or otherwise. Reliance on management of portfolio companies While it is the intent of the Fund to invest in underlying funds with proven investment fund managers and companies with proven operating management in place, there can be no assurance that such management will continue to operate successfully. Although the Fund will monitor the performance of each underlying fund and investment, it will rely upon management to operate the underlying funds and portfolio companies on a day- to-day basis. Confidential Private Placement Memorandum 49 EFTA01395518

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Leverage The leveraged capital structure of some vintage funds and portfolio companies in which the Fund may directly or indirectly invest will increase the exposure of such investments to adverse financial or economic conditions such as significantly rising interest rates, severe economic downturns or deterioration in the condition of the investment or its corresponding market. Under such conditions, the value of the Fund's direct or indirect investment in a portfolio company could be significantly reduced or even eliminated. There may be a substantial amount of indebtedness in connection with such portfolio company investments. Global financial markets have experienced a variety of difficulties and changed economic conditions in recent years. These developments and new developments, if they occur, could have a significant effect upon the availability and terms of financing, as well as the purchase and sale price of assets, and accordingly, could adversely affect the Fund's or an underlying fund's ability to make or dispose of investments, the type of investments that may be made and the returns received with respect to such investments. Investments in troubled and leveraged companies The Fund may invest indirectly, through the underlying funds, in securities of financially troubled companies and securities of highly leveraged companies. While these investments are likely to be particularly risky, they also may offer the potential for correspondingly high returns. Under certain circumstances, payments to the underlying funds and distributions by the underlying funds to their investors, including to the Fund, may be reclaimed on bankruptcy or insolvency if any such payment is later determined to have been a preferential payment. Venture capital investments The Fund may invest in interests in limited partnerships devoted to early stage venture capital investments, which is a segment of the venture capital business with the highest degree of investment risk. Typically, the portfolio companies in which such limited partnerships invest have no operating history, unproven technology, untested management and unknown future capital requirements. These companies often face intense competition, often from established companies with much greater financial, manufacturing and technical resources, more marketing and service capabilities, and a greater number of qualified personnel. To the extent there is a public market for the securities of these companies, they may be subject to abrupt and erratic market price movements. The indirect investments by the Fund in limited partnerships focused on investments of this type will be highly speculative EFTA01395519

and may result in the loss of the Fund's entire capital contributions in respect of such investments There can be no assurance that any such losses will be offset by gains (if any) realized in other portfolio companies of the Fund. Valuation Market events and valuation issues may impact the Fund and the underlying funds. The valuation methodology and timing may vary between the investments made by the Fund and therefore impact the valuation analysis of the Fund. Lack of liquidity of the Fund's investments The return of capital on investments and the realization of gains, if any, will generally occur only upon the partial or complete disposition of an investment. Investments will generally be highly illiquid compared to other asset classes, and it is unlikely that there will be a public market for most of the investments made. No established market for secondaries investments There is no established market for secondaries investments and although there has been an increasing volume of sales of secondaries investments, no liquid market is expected to develop for secondaries. Moreover, the market for secondaries has been evolving and is likely to continue to evolve. The Manager expects that the Fund may acquire interests in investment funds and direct private equity investments in portfolio companies on an opportunistic basis from existing investors in such funds (and not from the issuers of such interests) and from existing holders of direct investments (and not from the portfolio companies directly). There can be no assurance that the Fund will be able to Confidential Private Placement Memorandum 50 EFTA01395520

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP identify sufficient secondaries investment opportunities or that it will be able to acquire sufficient secondaries investments on attractive terms. Risks of investing on a secondary basis in real estate and real estate- related assets Secondary investments in investment funds that invest in real estate and real estate-related assets are subject to various risks, including adverse changes in national or international economic conditions, adverse local market conditions, the financial conditions of tenants, buyers and sellers of properties, changes in the availability or terms of financing, changes in interest rates, exchange rates, real estate tax rates and other operating expenses, environmental laws and regulations, zoning laws and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of certain property types or the availability of purchasers to acquire properties, risks due to dependence on cash flow, risks and operating problems arising out of the presence of certain construction materials, as well as acts of God, uninsurable losses, war, terrorism, earthquakes, hurricanes, volcanoes or floods and other factors which are beyond the control of an investor. Multiple levels of expense The Fund and the underlying private equity funds in which it invests impose management and/or administrative costs, expenses and performance allocations. This will result in greater expense to the Investors than if such costs, expenses and allocations were not charged by the Fund and Investors were able to invest directly in the underlying private equity funds in which the Fund invests or the portfolio companies of those underlying funds. Contingent liabilities associated with investment fund interests acquired in secondary transactions Where the Fund acquires an interest in an investment fund in a secondaries transaction, such Fund may acquire contingent liabilities of the seller of the interest More specifically, where the seller has received distributions from the relevant private equity fund and, subsequently, that private equity fund recalls one or more of these distributions, the Fund (as the purchaser of the interest to which such distributions are attributable and not the seller) may be obliged to return monies equivalent to such distributions to the private equity fund While the Fund may, in turn, make a claim against the seller for any such monies so paid to the private equity fund, there can be no assurances that the Fund would prevail on such claim. Underlying funds invest independently EFTA01395521

The underlying funds in which the Fund will invest generally invest wholly independently of one another and may at times hold economically offsetting positions. To the extent that such underlying funds hold such positions, considered as a whole they may not achieve any gain of loss despite incurring fees and expenses in connection with such positions. In addition, a manager of such an underlying fund may be compensated based on the performance of its investments. Accordingly, there may often be times when a particular manager may receive incentive compensation in respect of its investments for a period even though the overall value of such underlying funds depreciated during such period. Investors will not have any direct interest in a portfolio investment The offering of the Interests does not constitute a direct or indirect offering of interests in portfolio investments. Investors will not be limited partners in the underlying funds in which the Fund will invest, will have no direct interest in such underlying funds and will have no voting rights in, or standing or recourse against, any such funds. Moreover, none of the Investors will have the right to participate in the control, management or operations of any such underlying fund or have any discretion over the management of any such underlying fund by reason of their investment in the Fund. Confidential Private Placement Memorandum 51 EFTA01395522

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Limited ability to negotiate secondary transaction terms Where the Fund makes an investment on a secondary basis, the Fund will generally not have the ability to negotiate the amendments to the constitutional documents of an underlying fund, enter into side letters or otherwise negotiate the legal or economic terms of the interest in the underlying fund being acquired. Investments longer than term The Fund may make investments that may not be exited or realized in full prior to the date that the Fund will be liquidated, either by expiration of the Fund's term or otherwise. Although the Manager expects that target investments will be disposed of or otherwise realized prior to liquidation, the Fund may have to sell, distribute, or otherwise dispose of investments at a disadvantageous time as a result of its liquidation. Part B — Risks Related to an Investment in the Fund Nature of Fund investments An investment in the Fund requires a long-term commitment, with no certainty of return or of an Investor receiving any distributions from the Fund. There most likely will be little or no near- term cash flow available to Investors. Many of the Fund's investments will be highly illiquid, and there can be no assurance that the Fund will be able to realize such investments in a timely manner. Consequently, dispositions of such investments may require a lengthy time period or may result in distributions in kind to the Investors. Additionally, the Fund will typically acquire securities that cannot be sold except pursuant to a registration statement filed under the Securities Act or in a private placement or other transaction exempt from registration under the Securities Act and that complies with any applicable non-U.S. securities laws. The securities in which the Fund will directly or indirectly invest generally will be the most junior in what typically will be a complex capital structure, and thus subject of loss. Certain of the Fund's investments may be in businesses with little or no operating history. only make a limited number of investments, and since the Fund's investments generally will involve a poor performance by a few of the investments could severely affect the total returns to the Limited Partners. The performance of portfolio investments of the SOF Funds is not necessarily indicative of the results that will be achieved by the Fund. Restrictions on transfer and withdrawal An investment in the Fund is suitable only for sophisticated investors who have the financial resources necessary to withstand the risk of a potential loss of their entire investment. There is no public market for the Interests, and none is expected to develop. The Fund Documents contain restrictions on the to the greatest risk Since the Fund may high degree of risk, EFTA01395523

transferability of the Interests and the withdrawal of Investors. The Interests are not transferable except with the consent of the General Partner or the Manager, which may be withheld in their absolute discretion, and are subject to the terms and conditions of the Fund Documents. Investors may not withdraw capital from the Fund. Consequently, Investors should not expect to be able to liquidate their investments prior to the end of the Fund's term. Performance risk The performance of the Fund may not meet the Fund's target return. None of the Fund, the Manager, the U.S. Adviser, the General Partner or the Second GP guarantees any level of return to Investors or the repayment of capital from the Fund. Past performance of the SOF Funds cannot be taken as an indication of the future performance of the Fund. The Fund will make investments based on estimates or projections of internal rates of return and current returns, which in turn will be based on, among other considerations, assumptions regarding the performance of the Fund assets, the amount and terms of available financing and the manner and timing of dispositions, including possible asset recovery and remediation strategies, all of which are subject to significant uncertainty. In addition, events or conditions which have not been anticipated may occur and may have a significant effect on the actual rate of return received on the Fund's investments. The assumptions made by the Manager may not prove to be valid, and may be based in part upon Confidential Private Placement Memorandum 52 EFTA01395524

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP projections of future events which are difficult to predict and beyond the control of the Fund and the Manager. Investors have no assurance that actual internal rates of return and current returns will equal or exceed the projected rates of return or that any capital will be returned to them. Poor performance by a few of the Fund's investments could substantially affect the total return to Investors. The Fund may, directly or indirectly, invest in private equity businesses which are believed to be sound and offer good prospects for growth. Such businesses may have little or no operating history. There can be no assurance that any business in which the Fund invests will perform to expectations. Losses borne exclusively by the Fund and its Partners The Manager and its affiliates will not be liable for any losses that the Fund may incur. Any such losses will be borne exclusively by the Fund and, in turn, by the Fund's Partners. Additional risk of loss as a result of the use of leverage The Fund may at any time, subject to the restrictions in the Fund Documents, borrow funds to make investments on a leveraged basis. The interest expense and other costs incurred in connection with such borrowing may not be recovered by income from investments purchased by the Fund. Gains realized with borrowed funds may cause the value of the portfolio held by the Fund to increase at a faster rate than would be the case without borrowings. If, however, investment results fail to cover the cost of borrowings, the value of the portfolio held by the Fund could decrease faster than if there had been no such borrowings. Additionally, if the investments fail to perform to expectations, the interest of Investors in the Fund would be subordinated to such leverage, which would compound any such adverse consequences. Further, to the extent income received from investments is used to make interest and principal payments on the Fund's borrowings, Investors may be allocated income, and therefore tax liability, in excess of cash received by them in distributions. Investors will be aware that the stability of certain financial markets has deteriorated in recent years. These and other unforeseeable factors may affect the ability of the Manager to find and/or secure finance for suitable investment opportunities for the Fund. Drawdowns and use of subscription line facilities The Fund may fund the making of portfolio investments with proceeds from drawdowns under one or more revolving credit facilities (the collateral for which can be, for example, the undrawn capital commitments of Investors) prior to calling Commitments. Drawdowns, including those used to pay interest on subscription line facilities and other indebtedness, may from time to time be "batched" together into larger, less EFTA01395525

frequent capital calls or closings, with the Fund's interim capital needs being satisfied by the Fund borrowing money from such credit facilities. Any such interim borrowings incurred are expected to be temporary and short-term in nature. The interest expense and other costs of any such borrowings will be fund expenses and, accordingly, decrease net multiples of the Fund. It is expected that interest will accrue on any such outstanding borrowings at a rate lower than the preferred return, which will begin accruing when drawdowns to repay borrowings used to fund such portfolio investments or interim expenditures are actually made to the Fund. The use of borrowing in this manner may therefore have the effect of accelerating the Special Limited Partner's entitlement to carried interest by decreasing the amount of preferred return that is required to be distributed to Investors. In light of the foregoing, the Manager has an incentive to cause the Fund to borrow in this manner in lieu of drawing down Commitments. As a general matter, use of borrowings in lieu of drawing down Commitments amplifies IRRs (either negative or positive) to Investors. Investment history Although the information herein and in other materials provided to the Investor in connection with the marketing of the Interests has been obtained from sources believed to be reliable, none of the Fund, the Manager or their respective affiliates guarantee its accuracy, completeness or fairness. The performance data relating to the SOF Funds presented herein and in the materials provided in connection with the marketing of the Interests is as of June 30, 2017 (unless noted otherwise) and may no longer be representative of the current position. Such data has not been audited or Confidential Private Placement Memorandum 53 EFTA01395526

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP otherwise verified by any outside party and should not be construed as representative of the returns that may be achieved in the future. The return data does not reflect a composite and has not been presented in accordance with Association for Investment Management Research (AIMR) standards. No assurance can be given that the past investments made by any of the SOF Funds would be suitable for the Fund. Past performance is not an indication of future results and no representation or warranty is made as to the returns which may be experienced by Investors. Availability of investments and competitive nature of the Fund's business The business of the Fund is highly competitive. The success of the Fund depends on the ability of the Manager to identify and select appropriate investment opportunities as well as the Fund's ability to acquire such investments in a competitive environment. The Fund will be competing for investment opportunities against other investors, including private equity funds and hedge funds. The availability of investments and/or the price of such investments will be affected by these competitors for such investments, many of which (i) have financial and strategic resources significantly in excess of those of the Fund, (ii) may make competing offers for investment opportunities that are identified by the Fund, and (iii) may be willing to offer terms more favorable than those offered by the Fund. Competition for investment opportunities may increase, thus reducing the number of opportunities available to the Fund and adversely affecting the terms upon which investments can be made. Consequently, the Manager may be unable to identify a sufficient number of investment opportunities for the Fund and the Fund may be unable to acquire investments on attractive terms. There is no guarantee that suitable investments will be or can be secured, or that they will be successful, or that they will meet the Fund's requirements in respect of diversity. There can be no assurance that the Manager will be able to identify and consummate a sufficient number of investments to permit the Fund either to invest all of its capital, to diversify its investments to the extent anticipated, or to meet the Fund's return objectives. Also, the Fund may incur bid costs on transactions that may not be successful, and consequently the Fund may not be able to recover such costs, which would adversely affect returns. No assurance is given that the Fund's investment objective will be achieved. Dependence on the Manager, key personnel and service providers Investors will have no opportunity to control the day-to-day operations of the Fund, including investment and disposition decisions. In order to safeguard their limited liability for the debts and obligations of the Fund, Investors must rely EFTA01395527

entirely on the General Partner, and by virtue of the relevant agreements, the Manager, and their respective personnel to supervise, conduct and manage the affairs of the Fund. The success of the Fund depends in substantial part on the skill and expertise of the Key Persons and other investment executives of the Manager and the U.S. Adviser. There can be no assurance that such persons will continue to be associated with the Manager or the U.S. Adviser (as the case may be) throughout the life of the Fund. The loss of the skill and expertise of such persons could have a material adverse effect on the Fund. In addition, Investors should be aware that the Manager and certain personnel of the Manager (including the Key Persons) will continue to devote such time and attention to the management of the SOF Funds as is required to discharge their duties relating to the ongoing activities of the SOF Funds. The Fund is reliant on the performance of its depositary for its successful operation, and may be materially affected by a failure in the depositary's performance. Lack of operating history Although members of the Manager's investment team have had extensive experience investing in the private equity sector, the Fund, the Manager, the U.S. Adviser, the General Partner and the Second GP are newly formed entities with no operating history upon which to evaluate the Fund's likely performance. Investors must rely upon the Manager to identify, structure and implement investments consistent with the Fund's investment objectives and policies. Prior affiliation with Deutsche Bank As described in "History" in Section 1: Executive Summary of this Memorandum, not all members of the investment and Confidential Private Placement Memorandum 54 EFTA01395528

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP operations teams that were involved in the management of the SOF Funds at Deutsche Bank have joined the Manager and the U.S. Adviser. Accordingly, in evaluating the past performance of the SOF Funds, prospective investors should note that the partners and employees of the Manager and the U.S. Adviser were formally part of Deutsche Bank, a large institution, and, in connection with the investments comprising the track record of the SOF Funds, such persons functioned as part of a larger group within Deutsche Bank and the success or otherwise of the SOF Funds should not be solely attributed to the partners and employees of the Manager and the U.S. Adviser. Liquidity risk The Fund's investments are typically expected to be highly illiquid investments that are not listed on a stock exchange or for which there may only be a limited number of potential buyers. Political and regulatory considerations (including limitations on ownership and approval rights) could also affect the ability of the Fund to buy or sell investments on favorable terms. As a result, there can be no assurance that the Fund will be able to realize cash from such investments in a timely manner, and dispositions of such investments may require a lengthy time period or may result in distributions in kind to Investors. Moreover, the realizable value of a highly illiquid investment may be less than its intrinsic value or the valuation assigned to it by the Fund. Distributions in kind Although, under normal circumstances, it is intended that the Fund will make distributions in cash, it is possible that upon the liquidation of the Fund and in certain other circumstances as set out in the Fund Documents distributions may be made in kind (or in specie) and could consist of securities for which there is not a readily available public market, securities that are subject to legal and contractual transfer restrictions or securities of entities unable to make distributions. Investor risk Investors will be obliged to meet drawdown notices promptly, and failure to do so may subject an Investor to severe consequences as set out in the Fund Documents, including without limitation forfeiture of its Interest. Should an Investor fail to provide the money drawn down from it promptly, the Fund may be unable to consummate the investment for which the money was to be provided or may be unable to meet other obligations when due. As a result, the Fund may be subjected to significant penalties (which could materially and adversely affect the returns to Investors) and money provided by the other Investors may be returned to them without having been EFTA01395529

invested and will be subject to recall. If a defaulting Investor's Interest is forfeited, the total Commitments may be reduced, which will limit both the number of investments the Fund can still make, and the diversity of its investments including those that it has already made. Further, in the event that an Investor fails to comply with its obligations under the Fund Partnership Agreement to provide certain information, and comply with certain procedures, to enable the Fund to comply with the recently enacted U.S. Hiring Incentives to Restore Employment Act, such failure may subject an Investor to severe consequences as set out in the Fund Documents. Amounts and timings of payments to the Fund are uncertain Drawdowns may occur at any point, and for any amount (up to an Investor's undrawn commitment to the Fund), during the life of the Fund, including after the termination of the Investment Period. Risks associated with unspecified transactions There are risks and uncertainties to Investors with respect to the selection of investments. Investors will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the investments to be made by the Fund and, accordingly, will be dependent upon the judgment and ability of the Manager in sourcing suitable transactions and in investing and managing the assets of the Fund. No assurance can be given that the Fund will be successful in obtaining suitable investments at attractive prices or that it will be able to fully invest Commitments. Confidential Private Placement Memorandum 55 EFTA01395530

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Valuation risk The Fund will be relying upon the Manager for valuation of its investments. The Fund's investments in many cases will be difficult to value due to various factors, including the nature of private equity assets, the absence of readily ascertainable market values and comparables, and limited sources of useful valuation information. In addition, the valuation of an investment may not always be consistent with, and therefore may be higher than, the price at which the investment could be sold on any particular valuation date. Such valuations will be subject to inherent uncertainty, and will be made under a number of assumptions which may not ultimately be realized. There can be no assurance that the valuations will in fact represent the actual value of the investments or the amounts that could at such time or may ultimately be realized with respect to the investments. Valuation uncertainties may be compounded if there are problems with the economies of the markets in which the Fund operates. Absence of Investment Company Act protection The Fund is not required to, and will not, register as an investment company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and, accordingly, the provisions of the Investment Company Act (which, among other things, require investment companies to have a majority of disinterested directors, require securities held in custody to at all times be individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company and regulate the relationship between the adviser and the investment company) are not applicable. Tax risks The Fund and/or the Investors could become subject to additional or unforeseen taxation in jurisdictions in which the Fund operates or invests. In addition, withholding taxes and other local source taxes may be imposed on the Fund's earnings. These taxes may not be creditable or deductible by the Fund or its subsidiaries or the Investors. While it is intended that the activities of the Fund, the General Partner, the Second GP, the Manager and their respective offices should not create a permanent establishment or other form of taxable presence of the Fund or any of its subsidiaries in any jurisdiction in which the Fund or any of its subsidiaries, or the General Partner, the Second GP, the Manager or any of their respective offices, operates or invests, there is a risk that the relevant tax authorities in one or more of such jurisdictions could take a contrary view. If for any reason the Fund or any of its subsidiaries is held to have a permanent establishment or other such presence in any such jurisdiction, the Fund or EFTA01395531

such subsidiary could be subject to significant taxation in such jurisdiction. Base Erosion and Profit Shifting The Organization for Economic Co-operation and Development (the "OECD") together with the G20 countries has committed to reduce perceived abusive global tax avoidance, referred to as base erosion and profit shifting ("BEPS"). As part of this commitment, an action plan has been developed to address BEPS with the aim of securing revenue by realigning taxation with economic activities and value creation by creating a single set of consensus based international tax rules. As part of the BEPS project it is anticipated that new rules dealing with the operation of double tax treaties, the definition of permanent establishments and how hybrid instruments are taxed will be introduced. Depending on if and how these proposals are implemented, they may have a material impact on how returns to Investors are taxed. Such implementation may also give rise to additional reporting and disclosure obligations for Investors. Some OECD countries, including the UK, have begun the process of implementing the BEPS proposals. In addition to national implementation of BEPS, the European Council has adopted Anti-Tax Avoidance Directives that address many of the same issues. The measures included in the Anti-Tax Avoidance Directives are required to be implemented into the national law of each EU Member State, to take effect from no later than either January 1, 2019, January 1, 2020 or January 1, 2022 depending on the provision and the Member State. Confidential Private Placement Memorandum 56 EFTA01395532

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Global taxes The Manager may make certain decisions to maximize pre-tax returns that result in tax-exempt Investors incurring greater tax costs than might otherwise be the case. For example, in some cases, the Manager may forego certain actions with regard to acquisition, financing, management and disposition of investments that would reduce taxes because such actions would reduce overall pre-tax returns to all the Investors. Investments and holding structures will be considered on their merits by the Manager but without regard to the taxation, legal or other circumstances of the Investors. Change in tax law There may be changes in the tax laws or interpretations of tax laws in jurisdictions in which the Fund or any of its subsidiaries operates, is managed, is advised, is promoted or invests, or in which Investors are resident, that are adverse to the Fund, its subsidiaries, or the Investors. Changes to taxation treaties or interpretations of taxation treaties between one or more such jurisdictions and the countries through which the Fund or any of its subsidiaries holds investments or in which an Investor is resident may adversely affect the Fund's ability to efficiently realize income or capital gains. Consequently, it is possible that the Fund or its subsidiaries may face unfavorable tax treatment in such jurisdictions that may materially adversely affect the value of the Fund's investments. Tax treatment There can be no assurance that the structure of the Fund or of any investments will be tax-efficient for any particular Investor. Investors are urged to consult their own tax advisers with reference to their specific tax situations. Phantom income There can be no assurance that the Fund will have sufficient cash flow to permit the Fund to make distributions to Investors in amounts necessary to enable them to pay all tax liabilities resulting from their ownership of Interests. See also Section 9: Certain Legal, ERISA and Tax Considerations. Risks from changes in the taxation of carried interest The ability of the Manager to achieve the investment objectives of the Fund depends, to a substantial degree, on the ability of the Manager and its affiliates to retain and motivate its investment professionals and other key personnel, and to recruit talented new personnel. The ability of the Manager and its affiliates to recruit, retain and motivate their professionals is dependent on their ability to offer highly attractive incentive opportunities. Legislation has recently been enacted in the U.S. which treats certain capital gain income that is recognized by an investment partnership and EFTA01395533

allocable to a partner affiliated with the sponsor of the partnership (i.e., carried interest) as short-term capital gain generally taxed at ordinary rates to such partner for U.S. federal income tax purposes. It is currently unclear the impact this legislation will have on the Manager and its affiliates or any professionals of such organizations, however, it is possible this legislation (or if additional similar legislation were enacted, such other legislation) would materially increase their tax liability with respect to their entitlement to carried interest. This may adversely affect the Manager's and its affiliates' ability to attract and retain certain investment professionals, which may have an adverse effect on their ability to achieve the investment objectives of the Fund. Corporate offense of failure to prevent the facilitation of tax evasion The UK Criminal Finances Act 2017 introduced, with effect from September 30, 2017, a corporate offence of failure to prevent the criminal facilitation of tax evasion. The offence can be committed by bodies corporate and partnerships, wherever incorporated or formed and could therefore impact the Fund and its investments. The offence is committed when an associated person of the body corporate or partnership commits criminal facilitation of tax evasion when acting in the capacity of an associated person. The offense is wide in scope and catches facilitation of foreign tax evasion as Confidential Private Placement Memorandum 57 EFTA01395534

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP well as UK tax evasion. It is a complete defense if the body corporate or partnership has reasonable procedures in place designed to prevent persons associated with it from committing tax evasion facilitation offences. The Manager intends to (i) implement reasonable procedures to prevent associated persons from committing criminal facilitation of tax evasion, and (ii) consider the offence in respect of the Fund's investments. It is nevertheless possible that an English court would not find these procedures reasonable and the Manager could be found guilty of this criminal offence and subject to unlimited financial penalties. Co-investment risks, counterparty risks and investments via other entities The Fund may make investments via other entities and in a joint venture, co- investment or partnership arrangement with other parties. This may involve alternative investment vehicles (where the Fund may cause the Investors to transfer a portion of their Commitments to such entities), partnerships, joint ventures, companies, trusts or other entities. Such arrangements may involve additional risks (such as the risk that the Manager will not be as familiar with the operation of such entities, or the risk of higher costs associated with their formation, structuring or operation, or relationships with co-venturers deteriorating) and the Fund's investment via such entities may be impacted by other parties if made on a joint venture, co-investment or partnership basis (e.g., where a co- venturer, co-investor or partner defaults on its funding obligations, or is in a position to take action contrary to the Fund's objectives due to having economic or business interests or goals that are not consistent with those of the Fund, or where the Fund is liable for actions of such co-venturer, co-investor or partner). Additionally, to the extent that a co- venturer, co-investor or partner operates a project, the Fund will bear the risk of actions or omissions by such co- venturer, co-investor or partner. While the Manager will seek to limit the extent to which such factors can affect the Fund, such actions or omissions may not be sufficient to protect the Fund from loss. There is a risk that co-venturers, co-investors, partners or counterparties may default on their contractual obligations to the Fund or the Fund's investments. Any such default would likely have an adverse effect on the value of the Fund's investments and on the returns to Investors. In addition, the Fund may coinvest with other parties through partnerships, joint ventures or other entities. Under such circumstances, there is the possibility that the entity in which the Fund's investment is made or such co-investor may have economic or business interests or goals that are not entirely consistent with those of the Fund. In addition, the Fund may, in certain EFTA01395535

circumstances, be liable for actions of its co-investors. Dilution from subsequent closings Investors subscribing for Interests after the First Closing will participate in existing investments of the Fund, diluting the interest of existing Investors therein. Although such Investors will contribute their pro rata share of prior Fund drawdowns (plus interest), there can be no assurance that this payment will reflect the fair value of the Fund's existing investments at the time such additional Interests are subscribed for. Indemnification The Fund will indemnify, and hold harmless, the General Partner, the Second GP, the Manager, the U.S. Adviser and each of their respective affiliates who have acted directly or indirectly on behalf of the Fund; each of the current and former officers, directors, employees, managers, agents of any of the General Partner, the Second GP, the Manager, the U.S. Adviser and each of their respective affiliates who have acted directly or indirectly on behalf of the Fund; each person serving, or who has served, as a member of the Fund Advisory Committee (and, with respect to claims or damages arising out of or relating to such service only, the Investor that such person represents and each of such Investor's officers, directors, employees, partners, members, managers, agents and other representatives); and any other third party designated by the General Partner as a covered person who serves at the request of the General Partner or the Manager directly or indirectly on behalf of the Fund from and against any liabilities, actions, proceedings, claims, costs, demands and expenses to which they may become subject by reason of their activities on behalf of the Fund, unless such liabilities, actions, proceedings, claims, costs, demands and expenses result from certain conduct of such indemnified person as specified in the Fund Partnership Agreement. Indemnification of these indemnified persons may impair the financial condition of the Fund and its ability to acquire investments or otherwise achieve its investment objective or meet its obligations. Furthermore, the Investors may be required to return certain distributions for the purpose of satisfying any claim under such indemnity, subject to certain limitations. Confidential Private Placement Memorandum 58 EFTA01395536

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Short-term investments Amounts drawn down from Investors will be invested by the Fund in short-term instruments pending investment in secondaries transactions. During such interim periods, these short-term investments may produce lower returns for Investors than the returns earned by direct investors in the underlying private equity funds in which the Fund invests (or by direct investors in portfolio companies) for the same period. Follow-on investments The Fund may be called upon to provide follow-up funding for portfolio companies or have the opportunity to increase its investment in such portfolio companies. There can be no assurance that the Manager will wish to make follow-on investments or that the Fund will have sufficient funds to do so. Any decision by the Manager not to make follow-on investments or its inability to make them may have a substantial negative impact on a portfolio company in need of such an investment or may diminish the Fund's ability to influence the portfolio company's future development. Risks upon disposition of investments In connection with the disposition of an investment in a portfolio company or otherwise, the Fund may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of any business, or may be responsible for the contents of disclosure documents under applicable securities laws. The Fund may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities, which might ultimately have to be funded by the Investors. The Fund Partnership Agreement contains provisions to the effect that if there is any such claim in respect of a portfolio company, it may be funded by the Investors to the extent that they have received distributions from the Fund, subject to certain limitations. Furthermore, the Investors may, under certain circumstances, be required to return certain distributions for the purpose of satisfying certain other obligations and liabilities of the Fund of which they are Investors. Recourse to all assets The assets of the Fund, including any investments made by the Fund, are available to satisfy all liabilities and other obligations of the Fund. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund's assets generally and not be limited to any particular assets, such as the asset representing the EFTA01395537

investment giving rise to the liability. This may result in the Fund disposing of assets it holds in order to satisfy liabilities arising from other assets. Defaulting Investors are subject to the discretion of the Manager If an Investor fails to meet drawdown notices, the Manager may delay, suspend or forfeit such Investor's right to receive payments from the Fund or the return of Commitments to such defaulting Investor. Expedited transactions Investment analyses and decisions by the Manager may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Manager at the time of an investment decision may be limited, and the Manager may not have access to detailed information regarding the investment opportunity. Therefore, no assurance can be given that the Manager will have knowledge of all relevant circumstances that may adversely affect an investment. In addition, the Manager may rely upon independent consultants in connection with its evaluation of proposed investments; however, no assurance can be given that these consultants will accurately evaluate such investments, and the Fund may incur liability as a result of such consultants' actions. Confidential Private Placement Memorandum 59 EFTA01395538

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Emerging markets risk The Fund may hold interests in investments of the underlying funds in countries that are considered "emerging markets". Investors should consider a number of risks associated with investments in emerging markets countries. For example, investments may be subject to changing political environments, regulatory restrictions, and changes in government institutions and policies, any of which could adversely affect private investments. In addition, changes in policy with regard to taxation, fiscal and monetary policies, repatriation of profits, and other economic regulations are possible, any of which could have an adverse effect on private investments. Laws and regulations in emerging markets, particularly those relating to foreign investment and taxation, may be subject to change or evolving interpretation. In addition, to the extent that the Fund indirectly holds assets in local currencies in countries outside the United States, the Fund will be exposed to a degree of currency risk that may adversely affect performance. In addition, investments may be made in countries where generally accepted accounting standards and practices differ significantly from those practiced in the United States, the United Kingdom and certain other European countries. The evaluation of potential investments and the ability to perform due diligence may be affected. The Fund and/or the Investors could become subject to additional or unforeseen taxation in jurisdictions in which they have indirect investments. Changes to taxation treaties (or their interpretation) between the jurisdictions in which Investors are tax resident and the countries in which the Fund has direct or indirect investments may adversely affect their ability to efficiently realize income or capital gains. Moreover, certain of the transactions of underlying funds or their fund investments may be undertaken through local brokers, banks or other organizations outside the United States and the United Kingdom, and the underlying funds and their fund investments will be subject to the risk of default, insolvency or fraud of such organizations. The countries in which the Fund has indirect investments may control, in varying degrees, the repatriation of capital and profits that results from foreign investments. There can be no assurance that the underlying funds and their fund investments will be permitted to repatriate capital or profits, if any, over the life of their activities. No separate counsel Debevoise & Plimpton LLP will act as special General Partner and may act as counsel to underlying private equity funds in which the their organization, offering and ongoing investment activities. The Fund, the Manager counsel to the Manager and the Fund invests in connection with and the General Partner have EFTA01395539

acknowledged and agreed that, in certain instances, Debevoise & Plimpton LLP, as counsel to an underlying private equity fund in which the Fund invests, may have to withdraw as counsel to the Manager and the General Partner if a conflict arises between the Fund and such underlying fund. In such an instance, the Fund would be required to retain additional counsel. Separate counsel has not been engaged to act on behalf of Investors in the Fund. To the fullest extent permitted by law, Debevoise & Plimpton LLP does not represent or owe any duty to any Investor or to the Investors as a group in connection with its role as special counsel to the Manager and the General Partner. Diverse investor group Investors may have conflicting investment, tax and other interests with respect to their investments in the Fund. As a consequence and in connection with decisions made by the Fund, including with respect to the nature or structuring of investments, decisions may be more beneficial for one Investor than for another Investor, especially with respect to Investors' particular tax situations. In selecting and structuring investments appropriate for the Fund, the Manager will consider the investment and tax objectives of the Fund and its Investors as a whole, not the investment, tax or other objectives of any specific Investor. Sovereign status of certain investors Certain Investors may enjoy sovereign or other immunities and privileges under English or foreign law and may claim to be or insist on being restricted in their ability to submit to the jurisdiction of particular courts and tribunals, including those designated in the Fund Documents. These factors may make it substantially more difficult for the Manager and the other parties to the Fund Documents to enforce the contractual obligations of such an Investor, including for example its obligations to comply with any drawdown notice, which may have adverse consequences for the Fund and the other Investors. Confidential Private Placement Memorandum 60 EFTA01395540

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP Side letters The General Partner or the Manager may enter into other written agreements with one or more Limited Partners which have the effect of establishing additional rights or alerting or supplementing the terms of the Fund Partnership Agreement (each, a "Side Letter"). Any such Side Letter may entitle a Limited Partner to make an investment in the Fund on terms other than those described herein, in the Fund Partnership Agreement and in the deeds of adherence relating to the purchase of Interests. Any such terms, including with respect to (i) reporting obligations of the Fund, (ii) transfers to affiliates, (iii) withdrawal rights due to adverse tax or regulatory events, (iv) consent rights to certain Fund Partnership Agreement amendments, (v) payment of fees, or (vi) any other matters, may be more favorable than those offered to any other Limited Partners. If the General Partner or the Manager enters into a Side Letter entitling a Limited Partner to be excused from an investment of the Fund, other Investors may be required to increase their funded commitment by their pro rata share of the unfunded amount. Part C — General Risks General market risk General movements in local and international stock markets, prevailing economic conditions, investor sentiment and interest rates could all affect the market price of the listed securities of entities in which the Fund holds indirect interests. Investors will be aware that, in recent years, the stability of certain financial markets has significantly deteriorated, certain market participants are in financial distress, the availability of credit has significantly declined in certain markets and the value of financial assets has become more volatile and, in certain circumstances, has generally fallen. These and other unforeseeable factors may adversely affect the value of the Fund's investments. Economic conditions General: The Fund's activities and results may be affected by a number of economic factors that are outside the control of the Fund, the Manager, the U.S. Adviser, the General Partner and the Second GP. These factors include interest rates, inflation, deflation, general levels of economic activity, the price of securities and participation by other investors in the financial markets. There is no assurance that lenders will continue to provide financing at current or historic valuation levels to private equity. Instability in the securities, currency, commodity and other markets may also increase the risks inherent in the Fund's investments. Interest rates: Certain underlying investment assets of the Fund may be highly leveraged. Movements in the level of EFTA01395541

interest rates may affect the returns from these assets more significantly than investments in other types of assets. In particular, the type of debt, maturity profile, interest rates and covenants in place are among the factors which could affect the timing and magnitude of returns. Inflation and deflation: Inflation or deflation may affect the Fund's investments adversely in a number of ways. During periods of rising inflation, interest and dividend rates of any instruments in which the Fund has invested, or which investments or entities related to investments may have issued, could increase, which would tend to reduce returns to Investors. Inflationary expectations or periods of rising inflation could also be accompanied by rising prices of commodities that are critical to the operation of certain assets (e.g., infrastructure) or to the return expected with respect to such assets. During periods of high inflation, capital tends to flee to other assets, such as (historically) gold, which may adversely affect the prices at which the Fund is able to sell certain investments. Certain underlying investments may have fixed income streams and, therefore, there may be limited cash available for distribution. The market value of such investments may decline in value in times of higher inflation rates. Some of the Fund's underlying investments may have income linked to inflation through contractual rights or other means. However, as inflation may affect both income and expenses, any increase in income may not be sufficient to cover increases in expenses. During periods of deflation, the demand for the products and/or services provided by the businesses or assets in which the Fund may have indirectly invested could fall, reducing the revenues generated by, and so the value of, such investments and therefore reducing returns to Investors. Where the operating costs and expenses associated with any Confidential Private Placement Memorandum 61 EFTA01395542

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP such investments do not fall by a corresponding amount, the rate of return to Investors could be further reduced. Periods of deflation are often characterized by a tightening of money supply and credit, which could limit the amounts available to the Fund with which to make and/or leverage investments, and so limit the number and size of investments that the Fund may make and affect the rate of return to Investors. Such economic constraints could also make certain assets in which the Fund may invest and related businesses more illiquid, preventing the Fund from divesting such assets efficiently and so reducing the return to Investors from such investments. Deflation may also make it more difficult for investments which are leveraged at the asset level to meet or service their debt obligations, due to reductions in revenues and increases in the size of the debt relative to the overall value of an investment. Currency risks Commitments will be denominated, and drawdowns and distributions made, in U.S. dollars but the Fund may make and realize investments in currencies other than U.S. dollars and, as a result, the value of investments may go up or down solely as a result of changes in currency exchange rates. The Fund will incur costs in connection with conversions between various currencies. The Manager will attempt to maximize U.S. dollar revenues and sales proceeds, and the Fund and its underlying investments may engage in hedging transactions to reduce currency risk. There can be no assurance, however, that such hedging transactions, if the Fund chooses to enter into them, will fully protect against the risk of currency fluctuations. Moreover, hedging transactions themselves may involve additional risks and result in transaction costs. Investors should be aware that if their reference currency is a currency other than U.S. dollars, their investment in the Fund may be adversely affected by any reduction in the value of the U.S. dollar relative to their reference currency. They may also incur the further transaction costs of converting U.S. dollars into another currency. Such Investors are strongly urged to consult their financial advisers with a view to determining whether they should enter into hedging transactions to offset these risks. Status of debt markets and availability of financing In recent years, disruptions in the debt markets have caused a significant decrease in the availability of financing, an increase in interest rates (despite decreases in base rates) and a tightening of lending and underwriting standards for investments in general. Such conditions may impair the Fund's ability to obtain financing or refinancing to fund the acquisition of investments, or such financing may be available to the Fund EFTA01395543

on less favorable terms. In addition, because purchasers of investments held directly or indirectly by the Fund typically require acquisition financing to fund a portion of the purchase price, these conditions may adversely affect the availability of favorable exit opportunities for such investments. This could have a serious adverse effect on the Fund's ability to implement its investment strategy and generate returns. The continuation or worsening of the disruptions in the debt markets could have an adverse impact on the availability of credit to businesses generally. Under the U.S. Dodd - Frank Wall Street Reform and Consumer Protection Act, and under other international bank regulatory frameworks, such as Basel III, banking organizations and other financial institutions are required to hold additional regulatory capital and to meet more stringent liquidity, leverage and other similar tests. The timing, scope and cumulative effect of these regulatory developments is not fully known, but they may result in lenders being less willing and able to extend credit to borrowers like the Fund and/or increased costs to lenders, which are passed on to borrowers such as the Fund. Legal, tax and regulatory risks of private funds Legal, tax and regulatory changes could occur that may adversely affect the Fund. The legal, tax and regulatory environment for funds that invest in alternative investments is evolving, and changes in the regulation and market perception of such funds, including changes to existing laws and regulations and increased criticism of the private equity and alternative asset industry by some politicians, regulators and market commentators, may adversely affect the ability of the Fund to pursue its investment strategy and the value of investments held by the Fund. In recent years, market disruptions and the dramatic increase in the capital allocated to alternative investment strategies have led to increased governmental as well as self-regulatory scrutiny of the alternative investment fund industry in general. Recently, there has been significant discussion regarding greater governmental scrutiny and/- or potential regulation of the private investment industry, as private equity and other private investment firms become more significant participants in the broad-based economy. It is in many cases uncertain what form such enhanced scrutiny and/or regulation on the private equity industry ultimately may take and in what jurisdictions such measures may be implemented. Therefore, there can Confidential Private Placement Memorandum 62 EFTA01395544

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP be no assurance as to whether any such regulatory scrutiny or initiatives will have an adverse impact on the private investment industry, including the ability of the Fund to achieve its objectives. It is impossible to predict what, if any, changes may be instituted with respect to the regulations applicable to the Fund, the Manager, the U.S. Adviser, the General Partner, the Second GP and their respective affiliates, the markets in which they operate and invest or the counterparties with which they do business, or what effect such legislation or regulations might have. There can be no assurance that the Fund, the Manager, the U.S. Adviser, the General Partner, the Second GP and their respective affiliates will be able, for financial reasons or otherwise, to comply with future laws and regulations, and any regulations which restrict the ability of the Fund to implement its investment strategy. Brexit The UK has formally notified the European Council of its intention to leave the European Union ("Brexit"). Under the process for leaving the European Union contemplated in article 50 of the Treaty on the Functioning of the European Union, the UK will remain a member state until a withdrawal agreement is entered into, or failing that, two years following the notification of the intention to leave. The terms and precise timetable of withdrawal are unknown at this time. Furthermore, as a result of Brexit, other European countries may seek to conduct referenda with respect to their continuing membership with the European Union. Given these possibilities and others that are not anticipated, at this time, it is difficult to predict how the UK withdrawal from the European Union will be implemented and what the economic, tax, fiscal, legal, regulatory and other implications will be for the asset management industry, the broader European and global financial markets generally and for private funds such as the Fund and the Fund's investments. This uncertainty is likely to continue to impact the global economic climate and may impact opportunities, pricing, availability and cost of bank financing, regulation, values or exit opportunities of companies or assets based, doing business, or having service or other significant relationships in, the UK or the European Union, including companies or assets held or considered for prospective investment by the Fund. The future application of European Union-based legislation to the private fund industry in the UK and the European Union will ultimately depend on how the UK renegotiates its relationship with the European Union. There can be no assurance that any renegotiated terms or regulations will not have an adverse impact on the Fund and its investments, including the ability of the Fund to achieve its investment objectives. EFTA01395545

Brexit may result in significant market dislocation, heightened counterparty risk, an adverse effect on the management of market risk and, in particular, asset and liability management due in part to redenomination of financial assets and liabilities, and increased legal, regulatory or compliance burden for Investors, the Manager and/or the Fund, each of which may have a negative impact on the operations, financial condition, returns or prospects of the Fund. Brexit may also have an adverse effect on the tax treatment of the Fund and its investments. In particular, the European Union directives preventing withholding taxes being imposed on intra-group dividends, interest and royalties may no longer apply to payments made into and out of the UK, meaning that instead the UK's double tax treaty network would need to be relied upon. Further, there may be changes to the operation of VAT. While the most immediate impacts on corporate transactions will likely be related to changes in market conditions, the development of new regulatory regimes and parallel competition law enforcement may have an adverse impact on transactions, particularly those occurring in, or impacted by conditions in, the UK and Europe. Anti-money laundering compliance The General Partner, the Second GP or the Manager may be required by law, regulation or government authority or where it is in the best interests of the Fund, in each case as a whole, to disclose information in respect of the identity of Investors. In addition, the General Partner, the Second GP or the Manager may be required by law, regulation or government authority to disclose certain information about the Fund and its arrangements with Investors, including disclosing the existence of, disclosing copies of, and reporting certain information about, any side letters or other arrangements that the Fund enters into with Investors that allow Investors to invest in the Fund under terms that vary from those applicable to other Investors. The General Partner, the Second GP or the Manager may be required by law, regulation or government authority to suspend the account of an Investor or take other anti-money laundering steps. Where the General Partner, the Second Confidential Private Placement Memorandum 63 EFTA01395546

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP GP or the Manager is required to take such action, the relevant Investor must indemnify the Fund against any loss suffered. Risks related to electronic communications The Manager, the General Partner and the Fund's service providers may provide to each Investor statements, reports and other communications relating to the Fund and/or each such Investor's Interest in electronic form, such as email or via a password protected website ("Electronic Communications"). Electronic Communications may be modified, corrupted or contain viruses or malicious code, and may not be compatible with an Investor's electronic systems. In addition, reliance on Electronic Communications involves the risk of inaccessibility, power outages or slowdowns for a variety of reasons. These periods of inaccessibility may delay or prevent receipt of reports or other information by one or more of the Investors. Cybersecurity The Manager, the U.S. Adviser, the General Partner and the Fund's service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the Fund and/or the Investors, despite the efforts of the Manager, the U.S. Adviser, the General Partner and the service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to the Fund and the Investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to, these systems of the Manager, the U.S. Adviser, the General Partner, the Fund's service providers, counterparties or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of the Manager's systems to disclose sensitive information in order to gain access to the Manager's data or that of the Investors. A successful penetration or circumvention of the security of the Manager's systems could result in the loss or theft of an Investor's data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Manager, the U.S. Adviser, the General Partner, the Fund or their respective service providers to incur EFTA01395547

regulatory penalties, reputational damage, additional compliance costs or financial loss. Pay-to-play laws, regulations and policies A number of U.S., state and municipal pension plans have adopted so-called "pay-to-play" laws, regulations or policies that prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including investments by public retirement plans. The SEC has also adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after such investment adviser or certain of its executives or employees make a contribution to certain elected officials or candidates. If the Manager, the U.S. Adviser, Credit Suisse Asset Management Limited (in its capacity as the placement agent) or their respective affiliates fail to comply with such pay-to-play laws, regulations or policies, such non-compliance could have an adverse effect on the Fund. Forward looking information This Memorandum and other materials prepared and provided to the Investor in connection with the marketing of the Interests may contain projections, forecasts, targeted returns, illustrative returns, estimates, objectives, beliefs and similar information. Forward looking information is provided for illustrative purposes only and is not intended to serve as, and must not be relied upon by any Investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Fund. Some important factors that could cause actual results to differ materially from those in any forward looking information include changes in interest rates and changes in domestic and foreign business, market, financial, political and legal conditions. The performance of the Fund Confidential Private Placement Memorandum 64 EFTA01395548

GLDUS143 Henry Nicholas Section 7: Risk Factors Glendower Capital Secondary Opportunities Fund IV, LP may be materially different from the forward looking information. THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE OR CONCLUSIVE EXAMINATION OF THE RISKS RELATED TO AN INVESTMENT IN THE FUND. POTENTIAL INVESTORS SHOULD READ THIS MEMORANDUM IN ITS ENTIRETY AND ARE URGED TO CONSULT THEIR PROFESSIONAL ADVISERS BEFORE DECIDING WHETHER TO INVEST IN THE FUND. Confidential Private Placement Memorandum 65 EFTA01395549

GLDUS143 Henry Nicholas Glendower Capital Secondary Opportunities Fund IV, LP Section 8: Conflicts of Interest Confidential Private Placement Memorandum 66 EFTA01395550

GLDUS143 Henry Nicholas Section 8: Conflicts of Interest Glendower Capital Secondary Opportunities Fund IV, LP Conflicts of Interest General Investors should be aware that there will be situations where the Manager and its affiliates may encounter potential conflicts of interest in connection with the Fund's investment activities. The following discussion details certain potential conflicts of interest that should be carefully considered before making an investment in the Fund. By acquiring an Interest and to the fullest extent permitted by applicable law, each Investor will be deemed to have acknowledged the existence of any such actual and potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest. The Fund will be dependent on the Manager to identify and manage all such conflicts of interest. The General Partner and the Manager will consult with the Fund Advisory Committee with respect to material issues involving actual or potential significant conflicts of interest, methods of valuation and certain other matters in accordance with the Fund Partnership Agreement, unless the General Partner and the Manager have been advised by counsel that disclosure of such potential or actual conflict of interest is, or may reasonably be, prohibited for regulatory or legal reasons (in which case, where the conflict cannot be satisfactorily resolved, the applicable transaction may not be consummated). The following non-exhaustive discussion sets forth certain potential conflicts of interest. In the Fund Documents, Investors will be required to acknowledge and consent to the existence of the conflicts of interest described. Conflicts among certain Investors Investors may have conflicting investment, tax and other interests with respect to their investments in the Fund. As a consequence and in connection with decisions made by the Fund, including with respect to the nature or structuring of investments, decisions may be more beneficial for one Investor than for another Investor, especially with respect to particular tax situations of the Investors. In selecting and structuring investments appropriate for the Fund, the Manager will consider the investment and tax objectives of the Fund and the Investors as a whole, not the investment, tax or other objectives of any specific Investor. Broken deal expenses and abort fees Any broken deal expenses or abort fees relating to any investment opportunity that is not consummated will be allocated entirely to the Fund and not to any other co-investor unless such co- investor has agreed otherwise. Investment by members of the management team Partners and employees of the Manager and the U.S. Adviser may invest EFTA01395551

personal funds directly or indirectly into the Fund or through other parallel investment entities. As such, their decisions may be influenced by the presence of their investment, and may not be completely unbiased. Carried Interest The entitlement of certain partners and employees of the Manager and the U.S. Adviser to receive the economic benefit of the Carried Interest received by the Special Limited Partner may create an incentive for the Manager to make more speculative investments on behalf of the Fund than it would otherwise make in the absence of such Carried Interest. The existence of Carried Interest and its tax treatment may result in conflicts of interest between the Manager and Investors with respect to the management and disposition of investments and the determination of the order, timing and amount of distributions by the Fund. Confidential Private Placement Memorandum 67 EFTA01395552

GLDUS143 Henry Nicholas Section 8: Conflicts of Interest Glendower Capital Secondary Opportunities Fund IV, LP The fact that the Carried Interest is linked to the performance of the Fund may create an incentive for the Manager to cause the Fund to make investments that are more speculative than would be the case in the absence of performance-based compensation, or to take action that may increase the short-term, as opposed to long-term, value of investments. Fund Advisory Committee The Fund will be dependent on the Manager to identify conflicts of interest. A Fund Advisory Committee will be established comprising representatives of certain Investors selected by the Manager. The Manager intends to consult the Fund Advisory Committee, as appropriate, with respect to material issues involving actual or potential conflicts of interest between the interests of the Fund and the Manager and its affiliates (unless the General Partner or the Manager has been advised by counsel that disclosure of such conflicts or potential conflicts is, or is reasonably likely to be, prohibited for regulatory or legal reasons, in which case, where the conflict cannot be satisfactorily resolved, the applicable transaction may not be consummated). The Fund Advisory Committee will be comprised of members representing specific Investors and will not owe any duties to other Investors, whether individually or as a group. Confidential Private Placement Memorandum 68 EFTA01395553

GLDUS143 Henry Nicholas Glendower Capital Secondary Opportunities Fund IV, LP This page has intentionally been left blank Confidential Private Placement Memorandum 69 EFTA01395554

GLDUS143 Henry Nicholas Glendower Capital Secondary Opportunities Fund III, LP Section 9: Certain Legal, ERISA and Tax Considerations Confidential Private Placement Memorandum 70 EFTA01395555

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP Certain Legal, ERISA and Tax Considerations The AIFMD73 Valuation The Manager has decided that the nature of the investments that will be held by the Fund is such that there is no need for an external valuer. The Fund's valuations will be prepared in accordance with the UK AIFM Regulation on a fair value principle, based on U.S. GAAP and Accounting Standards Codification ("ASC") 820 Fair Value Measurement. ASC 820 establishes a fair value hierarchy that prioritizes sources and valuation techniques. Accordingly, the Fund will be valued at an 'exit price' which is the value that would be received on selling the investment in an orderly transaction, between market participants at the measurement date. The Manager will establish a valuation committee (the "Valuation Committee") to perform an assessment of valuations provided by the relevant investment specialists, together with acquisition information that has been gathered to understand each individual Investment. Deirdre Davies, the Manager's Chief Operating Officer, chairs the Valuation Committee and is also responsible for the Manager's valuation policy and procedures. Ms. Davies is not responsible for the Manager's deal activity or portfolio management, is functionally independent from the Manager's portfolio management activities, and the Manager has put in place such measures as it considers reasonably necessary to mitigate conflicts of interest that may arise in connection with the valuation of the Fund's investments. Therefore, in the Manager's view, Ms. Davies has sufficient independence to oversee the valuation policy and procedures in accordance with the Manager's compliance obligations. The Valuation Committee members, its terms of reference and the Manager's valuation policy will be periodically assessed and internally audited to ensure compliance with the principles of the AIFMD. Fair treatment of Investors Please see Section 8: Conflicts of Interest for a summary of the policies established by the Manager in relation to conflicts of interest. In addition, as described more fully in Section 6: Summary of Terms and Conditions, the Manager has a clear and defined approach to side letter arrangements. Further, amendments to the Fund Partnership Agreement which would materially and adversely affect a Limited Partner in a way which discriminates against such Limited Partner vis-à-vis the other Limited Partners or increase the Commitment of a Limited Partner will require the consent of the affected Limited Partner. Liquidity management As the Fund is a "closed-ended AIF" (as defined in the AIFMD) and the EFTA01395556

Investors will not have any redemption rights in respect of their Interests, there is no meaningful liquidity risk to manage. Manager's professional liability risk Glendower holds a professional indemnity insurance policy. This insurance policy covers the professional indemnity insurance requirements of the AIFMD in respect of Glendower acting as the Fund's AIFM. Governing law and legal implications of the contractual relationship The Fund will be an English limited partnership, registered under the Limited Partnerships Act 1907 and designated as a 73 The Manager may provide further information as required under article 23 of the AIFMD in a supplement to this Memorandum. Confidential Private Placement Memorandum 71 EFTA01395557

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP "private fund limited partnership". The Fund Partnership Agreement will be governed by English law and all parties to the agreement will irrevocably agree that the courts of England and Wales have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Fund Partnership Agreement and the documents to be entered into pursuant to it. Investors will offer to subscribe for Interests pursuant to a deed of adherence governed by the laws of England and Wales and all parties to the deed of adherence will irrevocably agree that the courts of England and Wales have nonexclusive jurisdiction to settle any disputes which may arise out of or in connection with the deed of adherence. Investors whose offers to subscribe for Interests are accepted by the General Partner and the Manager will become limited partners in an English private fund limited partnership and will become party to the Fund Partnership Agreement constituting the Fund. Investors' interests in the Fund will be as limited partners and will not be certificated but will be recorded on the register of limited partners maintained by the Fund. Investors will have no opportunity to control the dayto-day operations of the Fund, including investment and disposition decisions. A judgment of a non-English court will create an obligation that is actionable in England. To enforce that obligation, an Investor would need to commence proceedings in the courts of England, in which the judgment is sued upon as a debt. For a foreign judgment to be recognized by the English courts it must, inter alia, be final and conclusive in the court which pronounced it, it must have been given by a court regarded by English law as competent to do so, its recognition must not be contrary to public policy, and it must not have been obtained by fraud. Collateral and Asset Reuse Arrangements The Fund may employ collateral and asset reuse arrangements and will disclose such arrangements to the Limited Partners in accordance with the "Periodic disclosure" paragraph below. Leverage The Fund may incur "leverage" within the meaning of the AIFMD.74 The maximum level of leverage to be employed by the Fund, calculated in accordance with the "gross method" (article 7 of Commission Delegated Regulation (EU) No. 231/2013 (the "Delegated Regulation")) shall be: 400%. The maximum level of leverage to be employed by the Fund, calculated in accordance with the "commitment method" (article 8 of the Delegated Regulation) shall be: 300%. To the extent the maximum level of leverage permitted by the Fund changes, then the Manager will disclose such arrangements to the Limited Partners in accordance with the "Periodic EFTA01395558

disclosure" paragraph below. Periodic disclosure The information in respect of the Fund required to be disclosed pursuant to Article 23(4) and (5) of the AIFMD will be made available to each Limited Partner as follows: (a) The percentage of the Fund's assets which are subject to special arrangements arising from their illiquid nature. (b) Any new arrangements for managing the liquidity of the Fund. Not applicable. Unlikely to arise but in the event that there are any new arrangements, without undue delay in a disclosure notice delivered to each Limited 74 See Section 6: Summary of Terms and Conditions for a description of how the Fund may incur leverage. Confidential Private Placement Memorandum 72 EFTA01395559

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP Partner. (c) The current risk profile of the Fund and the risk management systems employed by the Manager to manage those risks. (d) Any changes to the maximum level of leverage which the Manager may employ on behalf of the Fund as well as any right of the reuse of collateral or any guarantee granted under the leveraging arrangement. (e) The total amount of leverage employed by the Fund. In each annual report. Without undue delay in a disclosure notice delivered to each Limited Partner. In each annual report. Net Asset Value and Historical Performance of the Fund No Investors have been admitted to the Fund. Accordingly, (a) there is no net asset value of the Fund, (b) the Fund has made no investments, so there is no information to disclose about the historical performance of the Fund, and (c) there is no annual report in respect of the Fund. Prime Broker The Fund has not engaged, and the Manager does not anticipate that the Fund will engage, a prime broker. The Depositary Aztec Financial Services (UK) Limited (the "Depositary") has been retained by the Manager to perform the depositary function pursuant to Article 21 of the AIFMD in respect of the Fund, including monitoring cash flows of the Fund, verifying the ownership of assets and making custody arrangements for the safekeeping of any custodial assets and overseeing the operations of the Fund. The Depositary may, with the prior written consent of the Manager, delegate any part of its duties under the depositary agreement to third parties. To the fullest extent permitted by law, the Depositary does not owe any duty to any Limited Partner or the Limited Partners as a group in connection with its retention as the Fund's depositary. With respect to safekeeping (to the extent it is required), the Depositary may delegate its duties to one or more third party custodians. It is expected that such third party custodians will be able to provide safekeeping in any relevant jurisdiction where it is required. Neither the Depositary, nor any third party custodian to whom safekeeping is delegated, shall have a right of re-use of EFTA01395560

any of the Fund's assets. The Depositary has restricted its liability. In particular, the Depositary will not be liable to the Fund, the Manager, the Limited Partners or the General Partner under or in connection with the depositary agreement, save to the extent that such liability arises as a result of the Depositary's gross negligence, wilful default, fraud, a material breach of the depositary agreement or a material breach of applicable law. The fees of the Depositary, and any costs associated with the appointment of the Depositary, will constitute expenses of the Fund. Confidential Private Placement Memorandum 73 EFTA01395561

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP Securities Law Matters Securities Act of 1933 The Interests described herein will not be registered under the Securities Act, or any other U.S. or non-U.S. securities laws, including state securities or blue sky laws. Interests will be offered and sold without registration in reliance upon the exemption for transactions not involving a public offering contained in the Securities Act and/or Regulation D or Regulation S promulgated thereunder and generally will be sold in the U.S. only to U.S. Investors who are accredited investors, as defined in Regulation D promulgated under the Securities Act. Each Investor will be required to make customary private placement representations, including that such Investor is acquiring an Interest for its own account, for investment and not with a view to resale or distribution. Further, each Investor must be prepared to bear the risk of an investment in the Interests for an indefinite period of time, since the Interests may not be transferred or resold except as permitted under the Securities Act and any applicable state or nonU.S. securities laws pursuant to registration or an exemption therefrom. It is extremely unlikely that the Interests will ever be registered under the Securities Act. Under Rule 506(e) of Regulation D promulgated under the Securities Act, the General Partner is required to furnish to each purchaser of interests a description of any matters that would have triggered disqualification under paragraph (d)(1) of Rule 506 of Regulation D but occurred before the rule's effective date, September 23, 2013, including as a result of such matters associated with a placement agent engaged by the General Partner with respect to the offering of interests. The following is a description of such matters that relate to Credit Suisse: "In September 2008, Credit Suisse Securities (USA) LLC ("CSSU") reached an agreement with the New York State Attorney General's Office and the North American Securities Administrators Association Task Force to settle investigations concerning investment products generally known as "auction rate securities." Pursuant to that agreement and with CSSU's consent, a number of state securities regulators issued final orders against CSSU for engaging in dishonest or unethical conduct related to the marketing and sale of auction rate securities and failure to supervise reasonably. Under the terms of the settlement agreement, CSSU agreed to repurchase up to $550 million of auction rate securities held by certain investors and pay civil penalties of $15 million. Under the settlement agreement, CSSU neither admits nor denies wrongdoing." EFTA01395562

In addition, the following is a description of such matters that relate to Raymond James & Associates, Inc. or Raymond James Financial Services, Inc. Raymond James will also serve as placement agent with respect to the offering of certain interests: "Beginning in 2011, Raymond James & Associates, Inc. and Raymond James Financial Services, Inc. (collectively "Raymond James") settled with most of the states, Puerto Rico, the Virgin Islands, and the District of Columbia allegations that they failed to supervise and/or engaged in dishonest or unethical practices (or substantially equivalent non-fraud based terms under relevant state statutes) related to the sale of auction rate securities. The basis of the allegations was that Raymond James offered and sold to some of their customers auction rate securities while not accurately characterizing or while failing to adequately disclose the true nature and risks associated with these investments. Although Raymond James' auction rate securities trade confirmations disclosed the risk that auction rate securities auctions could fail and that Raymond James were not obliged to ensure their success, at the point-of-sale, some of Raymond James' financial advisers inaccurately described auction rate securities. As a condition of the settlement, Raymond James offered to purchase eligible auction rate securities from eligible customers and to pay fines. Raymond James have completed all undertakings required under the settlement orders. Under the settlement orders, Raymond James neither admit nor deny wrongdoing." Confidential Private Placement Memorandum 74 EFTA01395563

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Securities Exchange Act of 1934 In connection with any acquisition or beneficial ownership by the Fund of more than 5% of any class of the equity securities of a company registered under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Fund may be required to make certain filings with the SEC. Generally, these filings require disclosure of the identity and background of the purchaser, the source and amount of funds used to acquire the securities, the purpose of the transaction, the purchaser's interest in the securities, and any contracts, arrangements or undertakings regarding the securities. In certain circumstances, the Fund may be required to aggregate its investment position in a given portfolio company with the beneficial ownership of that company's securities by or on behalf of the General Partner or the Manager and their respective affiliates, which could require the Fund, together with such other parties, to make certain disclosure filings or otherwise restrict the Fund's activities with respect to such portfolio company securities. Also, if the Fund becomes the beneficial owner of more than 10% of any class of the equity securities of a company registered under the Exchange Act or places a director on the board of directors of such a company, the Fund may be subject to certain additional reporting requirements and to liability for short-swing profits under Section 16 of the Exchange Act. The Fund intends to manage its investments so as to avoid the short-swing profit liability provisions of Section 16 of the Exchange Act. Investment Company Act of 1940 It is anticipated that the Fund, being an entity organized outside the U.S. and not intending to make a public offering of its securities in the U.S., will not be required to register under the Investment Company Act. In order to ensure that the Fund will not be subject to the registration requirements of the Investment Company Act, the Fund will rely on the exemptions contained in the Investment Company Act, including but not limited to Section 3(c)(7) thereof. Section 3(c)(7) excludes from the definition of investment company issuers whose outstanding securities are owned exclusively by "qualified purchasers," as defined under the Investment Company Act. Section 3(c)(7) has been interpreted by the staff of the SEC in respect of a non-U.S. fund, such as the Fund, to require that only the U.S. Investors therein must be qualified purchasers. The Fund will obtain appropriate representations and undertakings from U.S. Investors to ensure that the conditions of these exemptions are met. Offers and sales of Interests will therefore only be offered (i) outside the U.S. to Investors other than U.S. persons (as defined in Regulation S under the Securities Act) and U.S. residents in EFTA01395564

offshore transactions that meet the requirements of Regulation S under the Securities Act (an "Eligible Non-U.S. Investor") or (ii) to Investors whose participation would not require the Fund to register as an investment company pursuant to Section 3(c)(7) of the Investment Company Act (an "Eligible U.S. Investor") (Eligible Non-U.S. Investors and Eligible U.S. Investors, together, "Eligible Investors"). Offers to purchase, and subsequent transfers of Interests, will be subject to certain restrictions, and an Investor's ability to resell its Interest may therefore be limited. Sales and transfers that would require the Fund to be registered as an investment company under the Investment Company Act will be void ab initio and will not be honored by the Manager. The Manager has the right at any time, at the expense and risk of the holder of an Interest held by or on behalf of a U.S. person who is not an Eligible U.S. Investor at the time it purchases such Interest, to require the transfer of such Interests, in whole or in part, to an Eligible Investor in order to permit the Fund to avoid registration under the Investment Company Act. U.S. Investment Advisers Act of 1940 The Manager is not registered as an investment adviser under the U.S. Advisers Act of 1940 (the "Advisers Act"). The Manager expects that the U.S. Adviser will be a registered investment adviser under the Advisers Act; however, under applicable guidance from the Securities and Exchange Commission (the "SEC"), only certain provisions of the Advisers Act will apply to the Manager's and the U.S. Adviser's relationship with the Fund since the Fund is not expected to be a "United States person" (as such term is defined under the Advisers Act). Registration as an investment adviser under the Advisers Act by the U.S. Adviser does not imply any specific level of skill or training nor does it imply any endorsement, approval or certification of the U.S. Adviser by the SEC. Glendower Capital Secondary Opportunities Fund IV, LP Confidential Private Placement Memorandum 75 EFTA01395565

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations U.S. Commodity Exchange Act of 1936 Each of the Manager 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 U.S., (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-themoney at the time of purchase, the in-the-money amount as defined in CFTC Regulation Section 190.01(x) 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 General Partner nor the Manager 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. Certain ERISA Considerations ERISA governs the investment of the assets of certain employee benefit plans that may be investors in a limited partnership. ERISA and the rules and regulations of the U.S. Department of Labor ("DOL") under ERISA contain provisions that should be considered by fiduciaries of those plans and their legal advisers. Fiduciary duty In considering an investment in the Fund, plan fiduciaries should consider their basic fiduciary duty under Section 404 of ERISA, which requires them to discharge their investment duties prudently and solely in the interest of the plan participants and beneficiaries. Before authorizing an investment in the Fund, plan fiduciaries should consider, among other things: (i) the fiduciary EFTA01395566

standards under ERISA, (ii) whether the investment in the Fund satisfies the prudence and diversification requirements of ERISA, including whether the investment is prudent in light of limitations on the marketability of the Interests, (iii) whether such fiduciaries have authority to make the investment under the appropriate plan investment policies and governing instrument and under Title I of ERISA, and (iv) whether the investment will give rise to a "prohibited transaction" within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"). In analyzing the prudence of an investment in the Fund, special attention should be given to the DOL regulation on investment duties (29 C.F.R. Section 2550.404a-1). Plan assets Under ERISA and regulations issued by the DOL, when a plan covered by ERISA acquires an equity interest (such as the Interests) in an entity (such as the Fund) that is neither a "publicly offered security" nor a security issued by an investment company registered under the Investment of the ERISA plan generally include not only such equity interest, but also an undivided underlying assets of such entity, unless it is established that: (i) ownership of each class of entity by "Benefit Plan Investors" (as defined below) has a value in the aggregate of less than such class of equity interest then outstanding, determined on the date of the most recent acquisition of any equity interest in the entity in accordance with the DOL regulations as modified by Section 3(42) of ERISA (the "25% Test"), or (ii) the entity is an "operating company," including a "venture capital operating company." The term Benefit Plan Investor means: (i) an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject to part 4 of Title I of ERISA, (ii) a "plan, account or arrangement" within Glendower Capital Secondary Opportunities Fund IV, LP Confidential Private Placement Memorandum 76 Company Act, the assets interest in each of the equity interest in the 25% of the total value of EFTA01395567

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP the meaning of and subject to Section 4975 of the Code, and (iii) any entity whose underlying assets include "plan assets" by reason of a plan's investment in such entity (e.g., an entity of which 25% or more of the value of any class of equity interests is held by benefit plan investors and which does not satisfy any exception under the DOL regulations). An entity will be considered a Benefit Plan Investor only to the extent of the percentage of its equity interests that are held by Benefit Plan Investors. Under the 25% Test, the value of equity interests held by a person (other than a Benefit Plan Investor) that has discretionary authority or control with respect to the assets of the entity or that provides investment advice for a fee (direct or indirect) with respect to such assets (or an affiliate of such person ) is disregarded. The Manager will use reasonable best efforts to operate the Fund in compliance with the 25% Test so that the investments of the Fund do not constitute "plan assets" for purposes of ERISA. In this connection, the Manager will limit acquisitions, transfers and withdrawals by Investors, and may require the withdrawal of any Investor that is a Benefit Plan Investor. Form 5500 Plan administrators of Investors that are subject to ERISA may be required to report on Form 5500 Annual Return/Report compensation paid to the Manager and the General Partner. The descriptions of fees and compensation contained herein, and in the descriptions of the priority profit share and carried interest set forth in Section 6: Summary of Terms and Conditions above are intended to satisfy the disclosure requirements for "eligible indirect compensation" for which the alternative reporting option on Schedule C of Form 5500 may be available. Investors such as pension funds that are subject to the provisions of ERISA should consult with their counsel and advisers as to the provisions of ERISA applicable to an investment in the Fund. Certain Tax Considerations Certain U.S. federal income tax considerations The following is a discussion of certain U.S. federal income tax considerations relating to an investment in the Fund and does not purport to address all of the U.S. federal income tax consequences that may be applicable to any particular Investor. For example, except as expressly described below, the discussion does not address the tax consequences of the disposition of an interest in the Fund. This discussion is based on laws, including the U.S. Internal Revenue Code of 1986, as amended (the "Code"), regulations and other authorities in effect as of the date of this Memorandum, all of which are subject to change, possibly with retroactive effect. The U.S. EFTA01395568

federal income taxation of partnerships and partners is extremely complex, involving, among other things, significant issues as to the character, timing of realization and sourcing of gains and losses. Prospective investors are urged to consult their own tax advisers prior to investing in the Fund with respect to their particular tax situations, including, in the case of Investors subject to special rules under U.S. federal income tax laws (such as banks, dealers in securities, life insurance companies, tax-exempt Investors and non-U.S. Investors), with reference to any special issues that investment in the Fund may raise for such persons. The activities of an Investor unrelated to such Investor's status as an Investor in the Fund may affect the tax consequences to such Investor of an investment in the Fund. Treatment as partnership. The Manager intends that the Fund be treated as a partnership for U.S. federal income tax purposes. As a partnership, the Fund will generally not be subject to U.S federal income tax. Instead, each Investor that is subject to U.S. tax will be required to take into account its distributive share, whether or not distributed, of each item of the Fund's income, gain, loss, deduction or credit It is possible that in any year, an Investor's tax liability arising from the Fund could exceed the distributions made by the Fund to such Investor. The Fund will provide such Investors with the information with respect to the operations of the Fund necessary to file their U.S. federal income tax returns. However, Investors may not receive such information prior to when their tax return reporting obligations become due and may need to file for extensions. Partnership audit rules. The Bipartisan Budget Act of 2015 implemented new partnership audit procedures under which the Fund or the Investors may have potential tax liability in the event of an adjustment imposed as a result of a tax audit by the U.S. Internal Revenue Service (the "IRS") (such audit procedures, the "Partnership Audit Rules"). For Confidential Private Placement Memorandum 77 EFTA01395569

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP taxable years beginning on or after January 1, 2018, an audit resulting in an adjustment to any item of the Fund's income, gain, loss, deduction or credit (or adjustment of the allocation of any such items among the Partners), and any tax (including interest and penalties) attributable to such adjustment, may be determined and collected at the Fund level in the year of such adjustment. In that event, under the Fund Partnership Agreement, the Fund will allocate such tax among the Partners as determined by the Manager, and each Partner may be required to contribute to the Fund (which contribution shall not be treated as an advance and will not reduce such Partner's undrawn Commitment) the amount of such tax allocated to it. As a result, a Partner may bear liability for the adjustment in an amount that exceeds the taxes that the Partner (or its predecessor in interest) would have paid if the adjustment had been applied at the partner level. Alternatively, the Manager may elect to send an adjusted Schedule K-1 to each person who was a Partner in the taxable year reviewed on audit (the "Push-Out Election"). In that event, each such person (whether a current or former Partner) may elect to pay any resulting tax (including interest and penalties) or, in the case of a person that is itself treated as a partnership or other flow-through vehicle for U.S. federal income tax purposes, such person may further push out the adjustment to the next tier of partners. Non-U.S. Investors may be required to file U.S. tax returns as a result of a PushOut Election. Under the Push-Out Election, the interest rate for any resulting underpayments of taxes in the case of individuals and certain other Partners will be higher than would otherwise be the case. There is some uncertainty regarding the interpretation and implementation of these partnership audit procedures. No dividends received deduction. Investors that are U.S. corporations will not be eligible for the dividends received deduction with respect to dividends received by the Fund (including indirectly through Fund Secondaries) from non-U.S. corporations. Passive foreign investment companies. The Fund may invest (including indirectly through Fund Secondaries) in nonU.S. corporations treated as "passive foreign investment companies" ("PFICs"). A U.S. Investor's share of certain distributions from a PFIC and gain from the disposition by the Fund of an interest in a PFIC or in a Fund Secondary that holds an interest in a PFIC could be subject to a substantial interest charge and could be characterized as ordinary income (rather than as capital gain) in whole or in part. If a U.S. Investor (or, in the case of a U.S. Fund Secondary, such U.S. Fund Secondary) makes a "qualified electing fund" ("QEF") election with EFTA01395570

respect to a PFIC, the U.S. Investor would in general be required to include in income annually its share of the PFIC's current income and net capital gains (losses are not currently deductible), but would avoid the interest charge and ordinary income treatment described above. A QEF election may affect the timing, character and amount of income recognized by a U.S. Investor, and in particular may result in a U.S. Investor recognizing income subject to tax prior to the receipt by the Fund of any distributable proceeds. There can be no assurance that a QEF election will be available with respect to any PFIC in which the Fund directly or indirectly invests. U.S. Investors may be required to file an annual report with respect to any PFIC in which the Fund invests (including indirectly through a Fund Secondary). Controlled foreign corporations. The Fund may invest (including indirectly through Fund Secondaries) in non-U.S. corporations treated as "controlled foreign corporations" ("CFCs"). A U.S. Investor could have current inclusions of certain undistributed income of a CFC under certain circumstances. Furthermore, gain from the disposition by the Fund of an interest in a CFC or in a Fund Secondary that holds an interest in a CFC could be characterized as a dividend or ordinary income (rather than as capital gain) in whole or in part. Certain transactions. The Fund may acquire (including indirectly through Fund Secondaries) certain debt obligations, preferred stock and other types of investments that generate taxable income to the Investors without a corresponding cash distribution. The Fund may engage (including indirectly through Fund Secondaries) in hedging, foreign currency and derivative transactions that may have special timing, character and source rules for U.S. federal income tax purposes. Restrictions on deductibility of expenses and other losses. It is anticipated that the Fund's expenses (including the General Partner's Share) generally will be investment expenses treated as miscellaneous itemized deductions, rather than trade or business expenses, with the result that any individual who is an Investor (either directly or through an Investor that is a partnership or other pass-through entity) will not be permitted to claim a U.S. federal income tax deduction for such expenses for taxable years beginning before January 1, 2026, and thereafter may be limited in his or her ability to claim a U.S. federal income tax deduction for such expenses. In the case of investments in entities treated as partnerships or as disregarded from their owners for U.S. federal income tax purposes and that are engaged in trade or business ("Operating Partnerships"), the "passive activity loss" rules, the "at-risk" rules and the limitation on "excess business losses" could limit the deductibility of losses derived from such investments and the portion of the Fund's Confidential Private Placement Memorandum EFTA01395571

78 EFTA01395572

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP expenses allocable to such investments. The Fund may deduct organizational expenses rateably over 15 years, or it may elect to capitalize such expenses. No deduction is allowed for offering expenses, including placement fees. A noncorporate taxpayer is not permitted to deduct "investment interest" expense in excess of "net investment income." This limitation could apply to limit the deductibility of interest paid by a non- corporate Investor on indebtedness incurred to finance such investor's investment in the Fund or the deductibility of such investor's share of interest expense (if any) of the Fund. In addition, deductions for "business interest" may be subject to further limitations. Deductions and losses arising from an investment in the Fund may also be limited or disallowed under other rules. Qualified business income deduction. While certain non-corporate Investors may be able to deduct a portion of any "qualified business income" arising from certain trades or businesses held by the Fund, which may include investments in Operating Partnerships, for taxable years beginning before January 1, 2026, the rules in respect of such deduction are uncertain and complex. No assurance can be provided that the Fund will make investments eligible for such deduction or, if the Fund does make any such investment, that the Fund will be able to provide information necessary for such Investor to benefit from such deduction. ERISA plans and other tax-exempt limited partners. Certain organizations generally exempt from U.S. federal income tax, including ERISA plans, are subject to the tax on unrelated business taxable income ("UBTI"). UBTI arises primarily as income from an unrelated trade or business regularly carried on, income from property as to which there is acquisition indebtedness, and certain insurance income received from or attributable to CFCs. It may not be possible to net profits and losses arising from unrelated Operating Partnerships for purposes of calculating UBTI. The Manager anticipates that, in order for the Fund to pursue certain investment opportunities, the Fund may make investments (such as in Operating Partnerships) that will generate UBTI, including indirectly through Fund Secondaries. In addition, the Fund may (including indirectly through Fund Secondaries) borrow money within certain limits or acquire property as to which there is acquisition indebtedness, including as a result of an investment in a Fund Secondary, which may generate UBTI. It is also possible that reductions in the General Partner's Share resulting from the receipt of fees by the Manager or its affiliates, or the receipt of payment by an Investor in respect of such fees, would be taxed as UBTI to tax-exempt Investors. If sufficient interest is indicated by potential EFTA01395573

tax-exempt Investors, the Fund may offer a "blocker" structure through which such Investors may invest in the Fund. Non-U.S. Investors. Below is a discussion of certain U.S. federal income tax considerations applicable to a nonresident alien individual or non-U.S. corporation that is considering an investment in the Fund and does not purport to address all of the U.S. federal income tax consequences that may be applicable to any particular Investor. This discussion does not address the tax consequences of investing in the Fund to non-U.S. Investors subject to special rules under U.S. federal income tax laws, such as non-U.S. governments, trusts, former U.S. citizens or residents, and individual non-U.S. Investors that have a "tax home" in the U.S. Non-U.S. Investors are urged to consult with their own tax advisers with reference to their specific tax situations. The discussion assumes that a non-U.S. Investor is not and will not be engaged in a trade or business within the U.S., has and will have no U.S. source income, apart from its investment in the Fund, and in the case of a non-U.S. individual, has not been (and will not be) present in the U.S. for 183 days or more in any taxable year. Interest, dividends, etc. A non-U.S. Investor is subject to U.S. federal withholding tax at the rate of 30% (or a lower treaty rate, if applicable) on its distributive share of any U.S. source interest (subject to certain exemptions), dividends and certain other income received by the Fund. Effectively connected income. In general, a non-U.S. person that invests in a partnership that is (directly or through entities treated as disregarded from their owners or as partnerships for U.S. federal income tax purposes) "engaged in trade or business within the United States" is itself considered to be engaged in trade or business within the U.S. and is subject to U.S. federal income tax (including, possibly, in the case of a non-U.S. corporation, the "branch profits" tax), withholding and income tax return filing requirements with respect to its income effectively connected (or treated as effectively connected) with the U.S. trade or business ("ECI"). A non-U.S. person that fails to file a timely U.S. federal income tax return in respect of its ECI may subsequently be precluded from claiming deductions related to the ECI and may be subject to interest and penalties. The Manager anticipates that, in order for the Fund to pursue certain investment opportunities, it may (including indirectly through Fund Secondaries) make investments (such as investments in certain Operating Partnerships) that will generate Confidential Private Placement Memorandum 79 EFTA01395574

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP ECI. In the case of an investment in an Operating Partnership that is engaged in trade or business within the U.S., the following will be considered ECI to a non-U.S. Investor: • the non-U.S. Investor's share of the items of income, and credit derived by the Operating Partnership from a U.S. trade or business determined under U.S. federal income tax rules (including interest allocation U.S. persons (which may produce a result different from merely applying Investor's share of the net income of Operating Partnership); and • (whether or gain, loss, deduction not distributed) as rules) generally applicable to U.S. tax rates to the non-U.S. the non- the non-U.S. Investor's share of any gain realized by the Fund upon the disposition of the Operating Partnership, and any gain realized by the non-U.S. Investor upon the disposition of and interest in the Fund, in each case, to the extent attributable to such non-U.S. Investor's share of any gain inherent in the Operating Partnership's U.S. trade or business and U.S. real property interests. It is also possible that reductions in the General Partner's Share resulting from the receipt of fees by the Manager or its affiliates, or the receipt of payment by an Investor in respect of such fees, would be considered ECI to non-U.S. Investors. A non-U.S. Investor is subject to tax on its allocable share of ECI at a rate of 21% for a non-U.S. corporation and a maximum rate of 37% for a non-U.S. individual. In addition, if any portion of such non-U.S. Investor's gain upon a disposition of an interest in the Fund would be treated as ECI, the proceeds of such disposition generally will be subject to U.S. federal withholding tax at a rate of 10% of the amount realized. It is possible that in any given year the tax withheld on ECI with respect to a non-U.S. Investor may be in excess of that Investor's U.S. federal income tax liability for the year. In such event, the non-U.S. Investor would be entitled to a refund of the overpayment. A non-U.S. corporate Investor may also be subject to the 30% branch profits tax on its ECI. The branch profits tax is a tax on the "dividend equivalent amount" of a non-U.S. corporation, which is approximately equal to the amount of the corporation's earnings and profits attributable to ECI that is not treated as reinvested in the U.S. The effect of the branch profits tax is to increase the maximum U.S. federal income tax rate on ECI for a non-U.S. corporate Investor from 21% to 44.7%. Some U.S. income tax treaties provide exemptions from, or reduced rates of, the branch profits tax for "qualified EFTA01395575

residents" of the treaty country. The branch profits tax is payable by the non-U.S. Investor and not collected by way of withholding. If sufficient interest is indicated by potential non-U.S. Investors, the Fund may offer a "blocker" structure through which such Investors may invest in the Fund. U.S. real property holding corporations. If the Fund were to invest (including indirectly through Fund Secondaries) in stock or certain other securities of a U.S. corporation that constituted a "United States real property holding corporation" ("USRPHC"), any gain or loss of a non-U.S. Investor from the disposition of such stock or securities would generally be required to be taken into account as if it were ECI, except that the branch profits tax does not apply. Certain reporting requirements; Reportable transactions. Certain U.S. Investors may be required to file Form 8865, Return of U.S. Persons With Respect to Certain Foreign Partnerships, reporting transfers of cash or other property to the Fund and information relating to the Fund, including information relating to the Investor's Interest and allocations of the items of Fund income, gains, losses, deductions and credits to the Investor and, in some circumstances, the names and addresses of certain of the other Investors. A U.S. Investor may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation, reporting certain transfers of cash or other property to foreign corporations. In addition, certain U.S. Investors may be required to disclose on Form 8938, Statement of Specified Foreign Financial Assets, information with respect to their Interest. Investors that fail to comply with these reporting requirements may be subject to substantial penalties. If U.S. federal tax rules relating to "reportable transactions" are applicable to the Fund (or any of the transactions undertaken by the Fund, such as its investments), Investors that are required to file U.S. federal income tax returns (and, in some cases, certain direct and indirect interest holders of certain Investors) would be required to disclose to the IRS information relating to the Fund and its transactions, and to retain certain documents and other records related thereto. Although the Manager does not believe that the subscription for an Interest is a reportable transaction, there can be no assurance that the IRS will not take a contrary position. In addition, an Interest could become a reportable transaction for Investors in the future, for example, if the Fund generates certain types of losses that exceed prescribed thresholds or Confidential Private Placement Memorandum 80 EFTA01395576

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP if certain other events occur. It is also possible that a transaction undertaken by the Fund will be a reportable transaction for Investors. Substantial penalties may be imposed on taxpayers who fail to comply with these laws. In addition, other tax laws impose substantial excise taxes and additional reporting requirements and penalties on certain tax-exempt Investors (and, in some cases, the managers of tax-exempt Investors) that are, directly or in some cases indirectly, parties to certain types of reportable transactions. Certain U.S. state and local income tax considerations The foregoing discussion does not address the U.S. state and local tax consequences of an investment in the Fund. Investors may be subject to U.S. state and local taxation, and tax return filing requirements, in the jurisdictions of the Fund's activities or investments, particularly in the case of investments in Operating Partnerships. Investors may not receive the relevant tax information prior to when their tax return reporting obligations become due and may need to file for extensions. Investors are urged to consult their own tax advisers regarding U.S. state and local tax matters. Certain UK tax considerations The following is a discussion of certain UK taxation considerations relating to an investment in the Fund and does not purport to address all of the UK taxation considerations that may be applicable to any particular Investor. It is based on laws, regulations and other authorities in effect as of the date of this Memorandum, all of which are subject to change, possibly with retroactive effect. The UK taxation of partnerships and partners is extremely complex, involving, among other things, significant issues as to the character, timing of realization and sourcing of gains and losses. Investors should not construe the contents of this Memorandum as tax advice, and each Investor is urged to conduct its own due diligence, and consult with its professional advisers, with respect to the tax consequences of its investment in the Fund. Taxation of the fund. The Fund will be established as an English limited partnership to make private equity and equity related investments. The Fund has been structured and is intended to be operated so that it is treated as an investment partnership and not as carrying on a trade for UK tax purposes. These characteristics are important to the UK tax treatment of the Investors and the Fund. If the Fund conducts business such that it ceases to be one of making investments (or if any transaction were to be characterized as a trading rather than as an investment transaction), the tax treatment outlined here would not necessarily apply. The Fund should be treated for UK tax purposes as a partnership and the EFTA01395577

following summary is based on that assumption. HM Revenue & Customs will not treat the Fund as a separate taxable entity for UK income and capital gains tax purposes. Instead, the income and capital gains or losses of the Fund will be treated as those of the Investors as and when they arise. For this purpose, HM Revenue & Customs generally regards each Investor as owning a fractional share of each of the Fund's underlying assets in a way which reflects the Investor's profit-sharing ratio. Where a Fund Secondary Investment or GP-led Secondary Investment is itself treated as tax transparent for UK tax purposes (as in the case of a partnership), HM Revenue & Customs will generally look through that investment to its underlying assets. Each Investor will be solely responsible for paying the tax due on its own share of the Fund's income and gains. Investors will be required to include their share of such income and gains in their own tax returns. The Fund may be required to complete and file a partnership return to aid the assessment of the Investors. Any Investor may be required to provide such information as may reasonably be required to facilitate the assessment to income tax or corporation tax of any Investor liable to be so assessed. Investors who are not resident in the UK and who hold their Interest as part of a trade (e.g., financial traders, such as banks), may be treated as carrying on that part of that trade in the UK through a UK representative, which can be assessed to UK tax on the profits of such Investor. In those circumstances, the General Partner will be entitled to retain an amount equal to the Investor's liability to UK corporation tax or income tax and to submit such amounts to HM Revenue & Customs. It is likely that the Fund will be required to lodge an annual partnership tax return with HM Revenue & Customs although no tax should be payable by the Fund itself on any income or gain reported in such tax return. In order to lodge a tax Confidential Private Placement Memorandum 81 EFTA01395578

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP return correctly and validly, HM Revenue & Customs may require the Fund to disclose the identity of each Investor and may also require the Fund to include in its tax return a unique taxpayer reference ("UTR") number for certain Investors. Prospective investors should, therefore, be aware that an investment in the Fund may result in them being required to (a) obtain a UTR from HM Revenue & Customs or (b) provide the General Partner with the authority to obtain such a UTR for them on their behalf, and that, in either of these cases, the Fund may be required to disclose their identity and include their UTR in its tax returns. Taxation of UK resident investors. Income. Income arising directly to the Fund will be treated for UK tax purposes as income arising to each Investor in the proportions in which that income is shared by the Investors in accordance with the provisions of the Fund Partnership Agreement. UK resident Investors will in general be chargeable to UK tax on the gross amount of their share of that income. Corporate partners may be able to obtain relief for corporation tax purposes for their share of certain of the management expenses of the Fund. Investors subject to corporation tax may be exempt from corporation tax on some or all dividends arising to the Fund from UK and non-UK companies depending, in each case, on whether the detailed conditions for dividend exemption are met. Other UK resident Investors will normally be subject to income tax on dividends arising to the Fund in accordance with the UK tax rules applicable to dividends. UK resident Investors who are individuals should generally be entitled to a £5,000 tax-free dividend allowance on the net dividends paid by UK and (in certain cases) non-UK companies and received directly or indirectly by the Investor in respect of the Fund's investments. Amounts above the allowance are subject to UK income tax at the relevant dividend rates. The tax-free dividend allowance will reduce from £5,000 to £2,000 from April 6, 2018. UK resident Investors should generally be entitled to a tax credit of 20% for any income tax deducted at source from interest income arising in the UK (e.g., debenture interest) received directly or indirectly by the Fund in respect of investments. UK resident Investors may be able to claim a credit against their UK tax liability for foreign tax paid on their share of income from investments, or they may be able to reclaim all or part of any such foreign tax deducted at source if the foreign tax arises in a jurisdiction with which the UK has concluded an appropriate double tax treaty. Capital gains. Each Investor will generally be treated for the purposes of EFTA01395579

UK tax on chargeable gains as having a share in each of the assets of the Fund. The share of each Investor should be its interest in the assets determined in accordance with the provisions of the Fund Partnership Agreement. Upon the Fund disposing of an asset to a third party, each Investor will be treated as disposing of its share in that asset. Subject to the offshore fund rules outlined below, any gain or loss arising on that disposal should be treated for UK tax purposes as a capital gain or loss and each Investor's share of any disposal proceeds realized on such disposal should be determined in accordance with the provisions of the Fund Partnership Agreement. Investors' base cost in underlying assets which may be used to set against any disposal proceeds on a disposal of underlying assets, may be lower than the amount they have funded to acquire such assets (although they may, in certain circumstances, be able to make a claim for relief which would mitigate this effect) and there can be no assurance that Partners who are subject to tax on the allocated gain or income will receive distributions sufficient to fully satisfy their tax liabilities. In certain circumstances, a gain may be allocated to an Investor without any corresponding cash distribution being made to that Investor. On a pro rata distribution in specie of Fund assets among the Investors, there will be no immediate charge to UK tax. Instead, the capital gains tax base cost of each Investor in each of the assets will, for the purposes of computing any gain or loss on a subsequent disposal or part-disposal of the asset, be the market value of the asset at the date of distribution, reduced by the notional gain which would have arisen if the asset had been disposed of to a third party at its market value at the date of distribution. The same principles will be applied where the computation results in a loss. If the distribution in specie is not done on a pro rata basis, different considerations and tax treatments may apply. The Taxation (International and Other Provisions) Act 2010 and the Offshore Funds (Tax) Regulations 2009 (together the Confidential Private Placement Memorandum 82 EFTA01395580

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP "Offshore Fund Rules") may apply to an investment made by the Fund in an "offshore fund." The Fund itself will not constitute an offshore fund for these purposes, although it is possible that the Fund may hold or acquire investments which are offshore funds for such purposes. In such cases, all or part of an Investor's distributions attributable to any gain made by the Fund on the disposal of an investment may be treated as income, rather than capital gains, for UK tax purposes, depending on the circumstances and the status of the investment as a "reporting fund" or "non-reporting fund" for the purposes of the Offshore Fund Rules. UK resident individuals. Investors who are UK resident or ordinarily resident individuals should note that, in certain circumstances, gains of non-UK resident companies in which the Fund has made an investment may be treated as accruing to such individual Investors. UK resident companies. Investments in non-UK companies. Investors who are UK resident companies should note that investments in non-UK resident companies may be "controlled foreign companies" for UK tax purposes. The profits of a controlled foreign company can in certain circumstances be apportioned to UK resident companies and corporation tax charged thereon. It is unlikely that an apportionment of the relevant proportion of the investee company's profits would be made against an Investor which is a UK resident company as the circumstances in which an apportionment can be made should not be present. Unrealized gains or losses. Investors subject to UK corporation tax may be treated for UK corporation tax purposes as realizing profits, gains or losses in respect of certain assets, including those which are subject to the "loan relationship" rules in Part 5 of the Corporation Tax Act 2009, generally on a basis reflecting the treatment in its statutory accounts, although in some cases on a mandatory mark-to-market basis. These profits, gains or losses will be taken into account in computing income for UK corporation tax purposes. An Investor's actual share in the return from these types of investments will not necessarily be the same as the amounts on which the Investor was taxed under these rules. Pension funds and other exempt bodies. Investors who are exempt from UK tax on income or gains should not be charged UK tax on income or gains made by the Fund. UK taxation of non-UK resident investors. Income. Non-UK resident Investors should generally not be liable to UK tax on income from UK investments held directly or indirectly by the Fund, except to the extent that UK tax is deducted from such income at source. Interest income EFTA01395581

received from UK sources is generally subject to a withholding tax of 20%. Certain Investors may, however, be able to reclaim UK income tax deducted at source from interest payments made by UK resident investee companies and beneficially owned by them if such Investors are resident in a country with which the UK has concluded an appropriate double tax treaty and they are not otherwise carrying on a trade in the UK. In the case of an Investor who is an individual who is or has been a UK resident and who re-acquires UK residence on a return to the UK after a period of five years or less of non-UK residence, certain types of income (including, for example, dividends arising to the Fund from a UK company) that arise during such an Investor's period of non-residence may be treated as arising to him in the period he reacquires residence in the UK and subject to income tax on that basis. Capital. Investors who are neither resident nor domiciled in the UK will not normally be liable to UK tax on gains made by the Fund. Such gains may, however, be liable to UK tax in the hands of an individual Investor on returning to the UK after an absence of up to five years, if realized during the period of absence. The above comments do not address the position of a non-UK resident who holds his or her Interest for the purpose of a financial trade, whether carried on within or outside the UK, to whom different UK tax considerations apply. Inheritance tax. A limited partnership interest in an English limited partnership carrying on business in the UK is regarded as an asset located in the UK for the purposes of inheritance tax. This means that on the death of an Investor, inheritance tax could be payable. Inheritance tax could also be payable in relation to an Interest held on trust, for example, on the death of a beneficiary of an interest in possession trust or, in the case of a discretionary trust, the distribution of all or any part of an Interest from the trust or on the trust's ten year anniversaries. Confidential Private Placement Memorandum 83 EFTA01395582

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP FATCA and other international disclosure regimes. Foreign account tax compliance. Under the Foreign Account Tax Compliance Act provisions of the Code and related U.S. Treasury guidance ("FATCA"), a withholding tax of 30% will be imposed in certain circumstances on (i) payments of certain U.S. source income (including interest and dividends) and gross proceeds from the sale or other disposition after December 31, 2018, of property that can produce U.S. source interest or dividends ("withholdable payments") and (ii) payments made after December 31, 2018 (or, if later, the date on which the final U.S. Treasury regulations that define "foreign passthru payments" are published) by certain foreign financial institutions (such as banks, brokers, investment funds or certain holding companies) ("FFIs") that are "attributable" to withholdable payments ("foreign passthru payments"). It is uncertain at present when payments will be treated as "attributable" to withholdable payments. The United Kingdom and the United States have entered into a Model 1 intergovernmental agreement (the "U.S. IGA") relating to FATCA, and the United Kingdom has brought into law regulations to implement the provisions of the U.S. IGA (such regulations and any future implementing laws, rules or regulations, the "UK FATCA Legislation"). The Fund will be required to comply with the UK FATCA Legislation, which will require the Fund to undertake certain verification, due diligence and other procedures and to report to HMRC certain information about the Fund's Investors and certain U.S. persons that indirectly hold an interest in the Fund through a non-U.S. Investor. HMRC will provide this information to the IRS. So long as the Fund complies with the UK FATCA Legislation, FATCA withholding generally will not be imposed on payments made to the Fund, or on an Investor's share (whether or not distributed) of such payments, except in each case with respect to an Investor that (i) does not certify its FATCA status to the Fund, (ii) is an FFI that has not entered into an agreement with the United States to comply with FATCA and is not subject to similar requirements under applicable non-U.S. law enacted in connection with an intergovernmental agreement, or (iii) is a non-U.S. entity that is not an FFI and has not identified (when so required) any "substantial" U.S. owners (generally, any specified U.S. person that directly or indirectly owns more than a specified percentage of such entity) and, in each case, that does not otherwise establish an exemption from FATCA withholding (any Investor described in clause (i), (ii) or (iii) above, a "Noncompliant Investor"). Under the Fund Partnership Agreement, an Investor will be required to provide such information and documentation and EFTA01395583

comply with such procedures as are required for the Fund or any related entity to comply with any requirements relating to FATCA, including the U.S. IGA, the UK FATCA Legislation, and any other non-U.S. law enacted in connection with an intergovernmental agreement. The failure of an Investor to comply with these requirements may result in adverse consequences to such Investor pursuant to the Fund Partnership Agreement, including, possibly, the transfer of such Investor's interest in the Fund to a person selected by the General Partner for whatever consideration could be obtained for such interest. FATCA may also apply to certain non-U.S. entities held by or affiliated with the Fund. Although the application of FATCA to a sale or other disposition of an Interest is unclear, it is possible that the gross proceeds from the sale or other disposition by a Noncompliant Investor of an Interest may be subject to tax under FATCA. Each Investor should consult its own tax adviser regarding the application of FATCA to an investment in the Fund. Common Reporting Standard and other international disclosure regimes. In addition to FATCA, the Fund will be subject to reporting regimes implemented by jurisdictions outside of the United States (including the United Kingdom). Such reporting regimes will include the OECD's Common Reporting Standard on the Automatic Exchange of Tax Information regarding mandatory automatic exchange of tax information. Such reporting regimes may require the Fund to report to an applicable government authority information about (i) each Investor in the Fund, (ii) certain persons that indirectly hold, or who control, an interest in the Fund through an Investor, and (iii) account information regarding such persons. An Investor will be required to provide the General Partner with any tax documentation or other information as required for the Fund to comply with any such reporting regimes. Certain other tax considerations The Fund may be subject to withholding and other taxes imposed by, and Investors may be subject to taxation and reporting requirements in, the jurisdictions of the Fund's activities or investments. Tax conventions between such Confidential Private Placement Memorandum 84 EFTA01395584

GLDUS143 Henry Nicholas Section 9: Certain Legal, ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP countries and the jurisdiction in which an Investor is a resident may reduce or eliminate certain of these taxes. Taxable Investors may be entitled to claim foreign tax credits or deductions with respect to such taxes, subject to applicable limitations. Withholding taxes The Fund will withhold and pay over any withholding taxes required to be withheld with respect to any Investor and will treat such withholding as a payment to such Investor. Such payment will be treated as a distribution to the extent that the Investor is then entitled to receive a cash distribution. To the extent that such payment exceeds the amount of any cash distribution to which such Investor is then entitled, such Investor shall be required to make prompt payment to the Fund. Similar provisions would apply in the case of taxes withheld from a distribution to the Fund. Certain tax considerations for alternative investment vehicles The foregoing discussion generally does not address the tax consequences of an investment made through an alternative investment vehicle. The tax consequences in the case of an alternative investment vehicle may be different from those described above. Each Investor is urged to consult its own tax adviser regarding an investment in an alternative investment vehicle. Confidential Private Placement Memorandum 85 EFTA01395585

GLDUS143 Henry Nicholas Glendower Capital Secondary Opportunities Fund IV, LP This page has intentionally been left blank Confidential Private Placement Memorandum 86 EFTA01395586

GLDUS143 Henry Nicholas Glendower Capital Secondary Opportunities Fund IV, LP Appendices Confidential Private Placement Memorandum 87 EFTA01395587

GLDUS143 Henry Nicholas Glendower Capital Secondary Opportunities Fund IV, LP Appendix 1 Notices to Investors in Specific Jurisdictions NOTICES TO CERTAIN INVESTORS The distribution of this Memorandum and the offer and sale of the Interests in certain jurisdictions may be restricted by law. This Memorandum does not constitute, and may not be used for the purposes of, an offer to sell or the solicitation of an offer to buy Interests to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. It is the responsibility of any Investor to satisfy itself as to full compliance with the applicable laws and regulations of any relevant jurisdiction in connection with the acquisition, holding and disposition of an Interest, including obtaining any governmental or other consent and observing any other formality prescribed in such jurisdiction. This Memorandum does not constitute an offer of the Interests to the public and no action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose. This Memorandum may not be distributed in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. To the extent any of the confidentiality provisions contained in some legends below impose greater confidentiality restrictions than those already imposed herein, such additional confidentiality provisions shall be interpreted to apply only to the extent that such provisions are reasonably necessary to comply with the securities laws of the applicable jurisdiction. In the event that the legend below applicable to an investor or prospective investor does not contain any specific confidentiality provision, such investor or prospective investor may not reproduce or distribute this Memorandum or any materials provided to the Investor in connection with the marketing of the Interests, in whole or in part, or disclose any of their contents, where such disclosure would violate the securities laws of the applicable jurisdiction. NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA For the purposes of the AIFMD, the Fund will constitute an EU AIF whose AIFM is the Manager, itself an EU AIFM. Except as provided below in respect of the specific member states listed, this Memorandum and any other documents or materials related to the offer or sale, or invitation for subscription or purchase, of the Interests, shall only be distributed to prospective investors domiciled or with their registered offices in a member state of the European Economic Area that are "professional investors". For these purposes, a "professional investor" is a person who is considered to be a professional client or who may, on request, be treated as a professional client within the meaning of Annex II to Directive 2004/39/EC. Denmark EFTA01395588

This Memorandum may only be distributed and marketing may only take place (in Denmark) if the AIF has been passported into Denmark under the applicable provisions of AIFMD. Finland The Interests will be offered in Finland exclusively to investors qualifying as "professional clients" (Fi: ammattimainen asiakas) as defined in the Finnish Act on Alternative Investment Fund Managers (Fi: laki vaihtoehtorahastojen hoitajista, 162/2014, as amended, the "AFMA"). Accordingly, prospective investors should acknowledge that this Memorandum is not a prospectus within the meaning set forth in the Finnish Securities Markets Act (Fi: arvopaperimarkkinalaki, 746/2012, as amended, the "SMA"). The Fund has been notified for marketing to professional clients in Finland to the Finnish Financial Supervisory Authority (Fi: Finanssivalvonta, the "FIN- FSA") in accordance with the AFMA. If the Interests were to be construed as "securities" as defined in the SMA, based on the exemptions set forth in the SMA, the offering of the Interests would be exempted from the prospectus requirements of the SMA. Prospective investors should also note that neither the Manager nor any of its affiliates is an investment firm (Fi: sijoituspalveluyritys) as meant in the Finnish Investment Services Act (Fi: sijoituspalvelulaki, 747/2012, as amended) and they are not subject to the supervision of the FIN-FSA. This Memorandum has been prepared for private information purposes only and it may not be used for, and shall not be deemed, a public offering of the Interests. This Memorandum is strictly for private use by its holder and may not be passed on to third parties or otherwise distributed publicly. Germany The Interests may be marketed in Germany to professional investors (as defined above in the EEA standard securities legend) as well as to "semi-professional investors" but not to "private investors" (each as defined in the German Capital Confidential Private Placement Memorandum 88 EFTA01395589

GLDUS143 Henry Nicholas Glendower Capital Secondary Opportunities Fund IV, LP Investment Act (Kapitalanlagegesetzbuch)). The Netherlands The Interests in the Fund described in this Memorandum will not, directly or indirectly, be offered, sold, transferred or delivered in the Netherlands, except to or by individuals or entities that are professional investors (professionele beleggers) within the meaning of Article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht (or "Wft")). Neither the Manager (beheerder) nor the Fund are subject to ongoing regulatory requirements for fund managers or investment institutions contained in the Wft, but the Manager is subject to the regulatory requirements pursuant to the rules and regulations of its home state. Sweden This Memorandum has not been nor will it be registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this Memorandum may not be made available, nor may the Interests in the Fund offered hereunder be marketed and offered for sale in Sweden, other than under circumstances which are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). The Manager is marketing Interests in the Fund in Sweden on the basis of the passport regime under the Act (2013:561) on Managers of Alternative Investment Funds (Sw. lag (2013:561). This Memorandum will not be made available, nor will the Interests in the Fund offered hereunder be marketed and offered for sale in Sweden, to investors not qualifying as professional investors under the Act (2013:561) on Managers of Alternative Investment Funds (Sw. lag (2013:561). United Kingdom The Fund is an AIF for the purposes of the UK Alternative Investment Fund Managers Regulations 2013, as amended (the "AIFMD Regulations"). The Manager is a full-scope UK AIFM for the purposes of the AIFMD Regulations and is regulated by the FCA for this purpose. Accordingly, the marketing of the Fund to prospective investors in the United Kingdom by or on behalf of the Manager is prohibited unless carried on in accordance with Regulation 54 of the AIFMD Regulations. The marketing of the Fund to professional investors in the United Kingdom by the Manager has been approved by the FCA in accordance with Regulation 54 of the AIFMD Regulations. This Memorandum is not an approved prospectus for the purposes of Section 85 of the UK Financial Services and Markets Act 2000 ("FSMA"). AUSTRALIA The Interests are only being offered in circumstances under which no EFTA01395590

disclosure is required under the Corporations Act 2001 (Cth) (the "Corporations Act"). Any offer of the Interests does not purport to be an offer of the Interests in circumstances under which disclosure is required under the Corporations Act and will only be made to persons who qualify as a "wholesale client", a "sophisticated investor" or a "professional investor" (in each case, as defined in the Corporations Act). The Fund is not required to be registered in Australia as a managed investment scheme. This Memorandum will not be, and is not required to be, lodged with the Australian Securities and Investments Commission. Any offer will be made, and any financial services in connection with the interests will be provided, in Australia by THE Manager or its representatives. The Manager is exempt from the requirement to hold an Australian financial services license in respect of the financial services being provided by it. The Manager is regulated by the UK Financial Conduct Authority under United Kingdom laws, which differ from Australian laws. BAHRAIN This Memorandum has not been reviewed by, registered with or filed with the Central Bank of Bahrain. This Memorandum may not be circulated within the Kingdom of Bahrain, the Interests may not be offered for subscription or sold, directly or indirectly, and no invitation or offer to subscribe for the Interests may be made, to persons in the Kingdom of Bahrain. The Central Bank of Bahrain is not responsible for the performance of the Fund or its sponsor. Confidential Private Placement Memorandum 89 EFTA01395591

GLDUS143 Henry Nicholas Glendower Capital Secondary Opportunities Fund IV, LP BRAZIL This offering is not a public offering of securities for the purposes of the applicable Brazilian regulations and has therefore not been and will not be registered with the Brazilian Securities Commission (Comissao de Valores Mobiliarios) or any other government authority in Brazil. All information contained herein is confidential and is for the exclusive use and review of the intended addressee of this Memorandum, and may not be passed on to any third party. BRUNEI This Memorandum is a private placement memorandum and, as such, it is not and shall not be construed as an offer to sell or an invitation or solicitation of an offer to buy or subscribe for any Interests to the public or any class or section thereof in Brunei Darussalam and is for information purposes only. This Memorandum, and any other document, circular, notice or other materials issued in connection therewith, shall not be distributed or redistributed, published or advertised, directly or indirectly, to, and shall not be relied upon or used by, the public or any member of the public in Brunei Darussalam. All offers, acceptances subscriptions, sales, and allotments of the Interests or any part thereof shall be made outside Brunei Darussalam. This Memorandum and the Interests have not been delivered to, registered with, or licensed or approved by the Autoriti Monetari Brunei Darussalam, the authority designated under the Securities Markets Order, 2013 or by any other government agency, or under any other law, in Brunei Darussalam. Nothing in this Memorandum shall constitute legal, tax, accounting or investment advice. The recipient should independently evaluate any specific investment in consultation with professional advisors in law, tax, accounting and investments. CANADA Securities legislation in certain provinces or territories of Canada may provide a Limited Partner with remedies for rescission or damages if the offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the Limited Partner within the time limit prescribed by the securities legislation of the Limited Partner's province or territory. The Limited Partner should refer to any applicable provisions of the securities legislation of the Limited Partner's province or territory for particulars of these rights or consult with a legal adviser. The Interests may be sold only to Limited Partners purchasing, or deemed to be purchasing, the Interests as a principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in EFTA01395592

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable Canadian provincial securities laws. CAYMAN ISLANDS No invitation may be made to the public in the Cayman Islands to subscribe for the Interests. CHILE Neither the Fund nor the Interests are registered in the Registry of Offshore Securities (el Registro de Valores Extranjeros) or subject to the supervision of the Securities and Insurance Supervisory Authority of Chile (la Superintendencia de Valores y Seguros de Chile). This Memorandum and other offering materials relating to the offer of the Interests do not constitute a public offer of, or an invitation to subscribe for or purchase, the Interests in the Republic of Chile, other than to individually identified Investors pursuant to a private offering within the meaning of Article 4 of the Chilean Securities Act (la Ley del Mercado de Valores) (an offer that is not "addressed to the public at large or to a certain sector or specific group of the public"). CHINA This Memorandum does not constitute a public offer of the Interests, whether by way of sale or subscription in the People's Republic of China (the "PRC"). Restrictions exist on the offering, distribution, transfer and resale of the Interests within the PRC, and the Interests may not be offered, distributed or resold to the public in the PRC, or for the benefit of legal or natural persons in the PRC, without compliance with PRC law or prior approval from the PRC regulatory authorities. For the purposes of this paragraph, the PRC does not include Hong Kong, Macau or Taiwan. COLOMBIA This Memorandum does not constitute an invitation to invest or a public offer in the Republic of Colombia and is not Confidential Private Placement Memorandum 90 EFTA01395593