EFTA01389374.pdf

GLDUS133 Georgetown Universal( Endowment Section 6: Summery 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 The Fund will be denominated in U.S. dollars. Tax Considerations For UK tax purposes, the Fund should be treated as tax transparent and should not. therefore, be separately taxable. Each UK investor will be liable for tax on its own share of income. gain, losses. deductions and tax credits of the Fund. The Manager intends that the Fund be treated as a partnership for U.S. federal income tax purposes. Asa partnership, the Fund generally will not be subject to U.S. federal income tax, and each Partner subject to U.S. tax will be required to include in computing its U.S. federal income tax liability its allocable share of the items of income, gain, loss, deduction and credit of the Fund, regardless of whether and to what extent distributions are made 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 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 An investment in the Fund involves significant risks and potential conflicts of interest. Potential Conflicts of Into rest Each prospective Investor should carefully consider and evaluate such risks and conflicts prior to purchasing an Interest. Special Counsel to the Debevoise Z. Plimpton LLP. General Partner and the Manager 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 Any of PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu, KPMG or Ernst & Young General Partner 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 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0093730 CONFIDENTIAL SDNY GM_00239914 EFTA01389374