EFTA01429532.pdf

GLDUS238 SOUTHERN FINANCIAL LLC Glendower Fee Sheet May 2018 Master Fund Commitment Size During Investment Periodl, 3 <$3 million $3 million - <$5 million >$5 million Master Fund 12.5% after an 8% preferred return Commitment Size <$1 million $1 million - <$2.5 million $2.5 million - <$5 million >$5 million 1.10% Access Fund No additional carried interest charged by the access fund Placement Fee4 2.00% 1.50% 1.00% No Fee Master Fund Commitment Size During Investment Periodl For the 2 Years Immediately Following Investment Period2 > of 90% of >$5 million Master Fund 12.5% after an 8% preferred return (1) Calculation basis = Limited Partner's capital commitment (2) Calculation basis = Invested Capital as fully defined in the underlying fund LPA (generally, inv ested capital at the underlying fund is the amount of capital invested in investments and the remain ing unfunded obligations reasonably reserved for such investments (3) Includes a 15 bps discount for clients investing through Access Fund (4) Bankers have the flexibility to reduce placement fee by up to 25% without further approval. Redu ctions in excess of 25$ will require GPS approval. 1.25% 1.00% previous year or 0.25% Thereafter2 0.85% Glendower SOF IV Fees for Clients in Access Fund Access Fund For the 2 Years Immediately Following Investment Period2, 3 > of 90% of previous year or 0.25% During Thereafter2 Investment Periodl 1.00% 0.75% 0.25% For the 2 Years Immediately Following Investment Period2 0.75% EFTA01429532 0.60% 0.25% > of 90% of previous year or 0.25% Thereafter2 Total Fees (Master + Access Fund Fess) During Investment Periodl 2.10% 1.85% 1.35% For the 2 Years Immediately Following Investment Period2 1.60% 1.45% 1.10% > of 90% of previous year or 0.25% Thereafter2 Glendower SOF IV Fees for Clients Investing Directly Sourced from Glendower Capital Secondary Opportunities Fund IV LP ("SOF IV") Carried Interest Management Fee Placement Fee Carried Interest Management Fee EFTA01429533 GLDUS238 SOUTHERN FINANCIAL LLC Important information Supplemental Disclosure by Deutsche Bank Securities Inc. and Deutsche Bank Trust Company Americas (together with its affiliates, "Deutsche Bank," "us," "our," or "we") We have sent you this document in our capacity as a solicitation agent for the fund associated with this presentation material. Although the information contained in this presentation has been obtained from sources we believe to be reliable, we do not guarantee its accuracy, completeness or fairness. Opinions and estimates that are contained in this presentation material ma y be changed without notice and involve a number of assumptions which may not prove valid. BEFORE ENTERING INTO ANY TRANSACTION YOU SHOULD TAKE STEPS TO ENSURE THAT YOU UNDERSTAND AND HAVE MA DE AN INDEPENDENT ASSESSMENT OF THE APPROPRIATENESS OF THE TRANSACTION IN LIGHT OF YOUR OWN OBJECTIVES AND CIRCUMSTANCES, INCLUDING THE POSSIBLE RISKS AND BENEFITS OF ENTERING INTO SUCH TRANSACTION. YOU SHOULD ALSO CONSIDE R MAKING SUCH INDEPENDENT INVESTIGATIONS AS YOU CONSIDER NECESSARY OR APPROPRIATE FOR SUCH PURPOSE. This presentation is intended to be read only in conjunction with the OM/PPM, pitchbook or factsheet . In the event of any discrepancy between these documents, the OM/PPM shall govern. The securities described in this presentation material are not deposits, are not insured by the Fede ral Deposit Insurance Corporation (FDIC) or any other U.S. governmental agency, are not obligations of or guaranteed by Deutsche Bank Trust Company Americas, D eutsche Bank Securities Inc., or any of their affiliates, and are subject to investment risks, including possible loss of the principal amount invested. Furth er, the securities described in this presentation have not been registered under the United States Securities Act of 1933 or the Investment Company Act of 1940. We or persons associated with us may earn compensation from the fund described in this presentation material or its affiliates through arrangements that may or may not directly involve our solicitation agent activities, such as the provision of brokerage or pr ime brokerage services or research. Our employees, including those of our investment representatives who may offer fund interests to clients, may now or in the f uture own interests in the fund described in this presentation material. Deutsche Bank does not provide accounting, tax or legal advice. Notwithstanding any other express or implied agreement, arrangement or understanding to the contrary, we hereby authorize you (and any of your employees, representatives or agents), subject to applicable U.S. federal and state securities laws, to disclose to any and all persons the structure and tax aspects of this potential transaction, and all materials of any kind (including opinions or other tax analyses) that are provided to you related to such structure and tax aspects, without Deutsche Bank imposing a ny limitations of any kind. This authorization is effective without limitation of any kind from the commencement of our discussion. 027254 051018 Deutsche Bank Wealth Management EFTA01429534