EFTA01389983.pdf

GLDUS132 EverWatch Financial Notes to Investment Performance Important Information on the Track Record. The Glendower SOF Team spun-oft from Deutsche Bans and its affiliates ("Deutsche Bank' j ari August 1.2017 and established Glendower Capital: LLP and its affiliates (together. Mean:mei"; o:, independent private equity lien owned by its partners focused on secondary transactions in private markets The performance inferrnatfron and track record set out in this Presentation in respect of the SOF Funds covers the period time from inception of the SOF Funds to date. including the time prior to the formation of Glendower. when the team were employees of Deutsche Bank In evaluating the track record. each Recipient should note that 0) Carlo Pirzio-Birce and Charles Smith have been permanent voting members of the SOP Funds investment comnettees since inception: (ii) Chi Cheung. Francesco Rigamonti and Adam Graev have attended as observers the majority of investment committees of the SOF Funds since inception. they were appointed in December 201'1 during the SOF II investment period as voting members on a rotational basis and have been permanent voting members since January 2013: (iii) other employees of Deutsche Bank who were not part of the SOF investment team and that have not joined Glendower were involved at different times on the invest/Tent comrmttees of the SOF Funds and the investment decision-making process in respect of the investments made by the SOF Funds and (iv) in connection with the investments comprising the track record, the Glendower investment professionals were part of a larger group within Deutsche sank. The investment performance included herein is intended solely to provide Recipients with information about tee Glendower SOF Team's investment experience. The performance information provided herein has been prepared by Deutsche Alternative Asset Management (Global) Limited ("DAAMIG)L') and provided to i3lenclower and relates to the SOF Funds and the related individual underlying transactions, in respect of which the Glendower SOF Team were involved in their capacity as portfolio managers andior investment committee members while employed at Deutsche Bank. Glendower takes responsibility for its use of this performance infonnatien and its corn liance with all applicable laws, regulati s. rules and guidelines. including: but not limited to, the Investment Advisers Act of 1940, as amended, and in particular. Rule 204-2 thereunder, and DAAkiliG)L takes no responsibility for the use of such performance information try Glendower. Investment returns. Unless otherwise stated, returns are as of September 30, 2017. are unaudited and are illustrative only. As used herein and unless otherwise Indicated, 'Gross IRR" and Net IRR" shall mean an agar-agate, compound. annual, gross or net as applicable. internal rate of return on investments, based on daily cash lbws. Calculations are presented based on actual ;ash tows to and from thrilled partners All IRRs are presented on a "gross' basis unless otherwise slated (re , they do not reflect the priority profit share, carried interest taxes. transaction costs in connection wdlt the cesposttion of unrealized investments and other expenses that are borne by investors in the applicable funds, all of which will reduce rettens and, in the aggregate: are expected to te substantial) Net IRR is presented after deducting all priority profit shale. carried interest, taxes. trarisakin costs and other fees and expenses (other than taxes borne or to be borne by investors. Including as a result of an investors domicile). Further, note that the calculation methodology adopted to calculate Net IRR In respect of the SOF Funds Is impacted by the SOF Funds' use of subscepeon line facilities. Returns Petit( purchase price netting in all instances where subscription reedit lines. payment deferrals. and permanent fund borrowing have been utbized. Although lbe manager maintains flexibility to do so, capital has not been recycled to dale. Distributions to Paid-In Capital (OFT} represents aggregate distributions to Investor; in the SOF Funds relative to aggregate capital contributions toile SOF Funds. Residual value to Paid-in Capital i*RVPI") represents the value of the SOF Funds investors' interest held withal the SOF Funds relative to aggregate capital contributions to the SOF Funds. net of the SOF Funds' carrOd interest, management fees and other expenses. Total Value to Paid-in Capital ('TVPI"): TVPI =DPI 4- RVPI Gross multiple represents Total Value divided by Funded Capital. Net fund data (net TVPI, etc.) net performance data reflects amounts net of the SOF Funds' carried interest. management fees and other expenses. Valuations. Valuations of unrealized investments are generally based on a good faith and reasonable determination by the general partner of the relevant investment hind. My such valuation of unrealized investment will be based on assumptions that such general partner believes are reasonable under the eke:resters:es. the actual realized returns on unrealized investments will depend on, among other factors. future operating results, the value of the assets and market conditions at the time of disposition. any related transaction costs and the timing and manner of sate, all of which may differ from the assumptions on which the valuations used in the prior performance data contained herein are based. Accordingly. the actual realized returns generated by these unrealized investments may differ materially horn the returns indicated herein. Target returns. The targeted returns (the "Targets') presented herein are based on Glendowees views regarding the returns on investments that such funds may be able to achieve durinu their respective terms based on the investment performance of similar investments, current market conditions, potential investment opportunities that are being reviewed or have recently been reviewed. availability of financing and certain assumptions about investing conditions and market fluctuation or recovery The Targets are also based on models. estimates, and assumptions about performance believed to be reasonable under the circumstances. There is no guarantee that the facts upon which such assumptions are based will materialize as anticipated and will be applicable to such funds' invest-nem. €ndividual investments made by such tunes may have anticipated returns below or above the Targets The Targets are hypothetical and are neither a guarantee nor a precIrAion or projection of future performance. A broad range of risks could cause the funds to fail to meet thee Targets. As with other gross returns. gross Targets do not reflect the priority profit share. 'carried interest,' taxes, transaction costs in connection with the disposition of unrealized investments aivJ other expenses that will be borne by investors, which will reduce returns and, in the aggregate, are expected to be substantal. Glendower SIR OILY CONFIDENTIAL 60 Capital CONFIDENTIAL - PURSUANT TO FED. R. CRI M. P. 6(e) DB-SDNY-0094351 CONFIDENTIAL SDNY_GM_00240535 EFTA01389983