EFTA01394384.pdf

GLDUSI 29 DF Enterpnses SOF IV - Master Fund Key Terms Same key terms as SOF III with an increased team commitment The Fund Glendower Capital Secondary Opportunities Fund IV, LP Target Size USS1.75 billion (US$2.5 billion hard cap) Structure English private fund limited partnership Investment Period 4 years from final closing 7 years from final closing plus up to 5 one-year extensions (the first three one-year extensions being at the discretion of Term Glendower and the final two one-year extensions requiring the consent of the SOF IV advisory committee) Minimum Commitment USS5 million Team Commitment Min of 1% of aggregate commitments 1.25% p.a. of commitments during Investment Period General Partner Share 1.00% p.a. of Invested Capital' for a period of 2 years after the Investment Period, thereafter greater of 90% of previous year and 0.25% Carried Interest 12.5% on a whole fund basis Hurdle Rate 8% (with 100% catch-up) Clawback Yes ≥-eatie read the conistent-A private plev)ament memorandum of the Fin) 4Ite -Merporarskirs") or the ail trawl:wee of risk far tors. conflicts of reeves?). ctins)kne terms, aril regulatory and tav considerationsof the Fund. For hither Atilt:mum of lees, such as lees and e4%enses paid by the Fund. please refer to the Memorandum, the amended aryl restated limited partnership agreement and the deed of adherence to r dootspents are in the process of being prepared and will be made available to prospectez investors upon retNest. 1) Invested Capital is the amount of capital invested in investments and the remaining unhanded obligations reasonably reserved by Glendower for such investments. Glendower STRICTLY CONFIDENTIAL Capital CONFIDENTIAL - PURSUANT TO FED. R CRIM. P. 6(e) DB-SDNY-0100388 CONFIDENTIAL SDNY_GM_00246572 EFTA01394384