EFTA01383076.pdf

GLDUS238 SOUTHERN FINANCIAL LLC Glendower Capital Secondary Opportunities Fund IV. LP Appendix 1 Notices to Investors in Specific Jurisdictions NOTICES TO CERTAIN INVESTORS The distribution of this Memorandum and the offer and sale of the Interests in certain jurisdictions may be restricted by law. This Memorandum does not constitute, and may not be used for the purposes of, an offer to sell or the solicitation of an offer to buy Interests to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. It is the responsibility of any Investor to satisfy itself as to full compliance with the applicable laws and regulations of any relevant jurisdiction in connection with the acquisition. holding and disposition of an Interest. including obtaining any governmental or other consent and observing any other formality prescribed in such junsdiction. This Memorandum does not constitute an offer of the Interests to the public and no action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose. This Memorandum may not be distributed in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. To the extent any of the confidentiality provisions contained in some legends below impose greater confidentiality restrictions than those already imposed herein, such additional confidentiality provisions shall be interpreted to apply only to the extent that such provisions are reasonably necessary to comply with the securities laws of the applicable jurisdiction. In the event that the legend below applicable to an investor or prospective investor does not contain any specific confidentiality provision, such investor or prospective investor may not reproduce or distribute this Memorandum or any materials provided to the Investor in connection with the marketing of the Interests, in whole or in part, or disclose any of their contents. where such disclosure would violate the securities laws of the applicable jurisdiction. NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA For the purposes of the AIFMD. the Fund will constitute an EU AIF whose AIFM is the Manager, itself an EU AIF M. Except as provided below in respect of the specific member states listed, this Memorandum and any other documents or materials related to the offer or sale. or invitation for subscription or purchase. of the Interests. shall only be distributed to prospective investors domiciled or with their registered offices in a member state of the European Economic Area that are 'professional investors". For these purposes, a -professional investor' is a person who is considered to be a professional client or who may. on request. be treated as a professional client within the meaning of Annex II to Directive 2004/39/EC. Denmark This Memorandum may only be distributed and marketing may only take place (in Denmark) if the AIF has been passported into Denmark under the applicable provisions of AIFMD. Finland The Interests will be offered in Finland exclusively to investors qualifying as 'professional clients" (Fi: ammattimainen asiakas) as defined in the Finnish Act on Alternative Investment Fund Managers (Fi: laki vaihtoehtorahastojen hoitejista, 162/2014, as amended, the "AFMA). Accordingly, prospective investors should acknowledge that this Memorandum is not a prospectus within the meaning set forth in the Finnish Securities Markets Act (Fi: anmpaperimarkkinalekr 746/2012. as amended, the "SMA"). The Fund has been notified for marketing to professional clients in Finland to the Finnish Financial Supervisory Authority (Fi: Finanssivalvonta, the 'FIN-FSA") in accordance with the AMA. If the Interests were to be construed as "securities' as defined in the SMA. based on the exemptions set forth in the SMA. the offering of the Interests would be exempted from the prospectus requirements of the SMA. Prospective investors should also note that neither the Manager nor any of its affiliates is an investment firm (Fi: sijoituspelveluyritys) as meant in the Finnish Investment Services Act (Fi: sijoituspalvelulaki. 747/2012. as amended) and they are not subject to the supervision of the FIN-FSA. This Memorandum has been prepared for private information purposes only and it may not be used for, and shall not be deemed, a public offering of the Interests. This Memorandum is strictly for private use by its holder and may not be passed on to third parties or otherwise distributed publicly. Germany The Interests may be marketed in Germany to professional investors (as defined above in the LEA standard securities legend) as well as to "semi-professional investors' but not to 'private investors" (each as defined in the German Capital Conlidennal Private Placement Memorandum 88 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082690 CONFIDENTIAL SONY GM_00228874 EFTA01383076