EFTA01364839.pdf

GLDUS238 SOUTHERN FINANCIAL LLC 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 (Comisseo de Valores Mobiherbs) 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 'Station 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 733(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements. Exemptions and Ongoing Registrant Obligations. My 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 Registry de Valores Extrarryeros) 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 Oa Ley del Mercado de Vebres) (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 otter in the Republic of Colombia and is not Confidential Private Placement Memorandum 90 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0055388 CONFIDENTIAL SONY GM_00201572 EFTA01364839