EFTA01354414.pdf

GLDUSI 43 Henry Nicholas Summary of Key Terms This is a summary of terms only. This summary of the Access Funds terms is qualified in its entirety by the Private Placement Memorandum of the Access Fund, as may be amended and restated or supplemented from time to time, and the Amended and Restated Limited Partnership Agreement of the Access Fund. Underlying Fund Access Fund' Fund Name Glendower Capital Secondary Opportunities Fund IV. LP Glendower Access Secondary Opportunities IV (U.S.). LP General Partner Glendower Capital SOF IV (GP) Limited Glendower Access Secondary Opportunities IV GP, LLC Investment Manager Glendower Capital . LLP Capital Advisors, LLC Structure English Private Fund Limited Partnership Delaware Limited Partnership The Access Fund will invest substantially all of its investable assets into the Strategy Invest in private equity assets on the secondary market globally Underlying Fund Minimum Commitment S5 million 5250.000 Target Size S1 75 b:II:on N/A 7 years from the date of the Underlying Fund's Final Admission Date' plus up to 5 The Access Fund will continue in existence through the one-year anniversary of the me one-year extensions (the first 3 one-year extensions are at the discretion of dissolution of the Underlying Fund (and accordingly, shall extend automatically Fund Term Glendower and the final 2 one-year extensions require the consent of the SOF IV upon the extension of the Underlying Fund's term), with two additional one-year advisory committee) optional extension periods at the discretion of its General Partner For the purposes of making investments and/or paying expenses generally upon Capital Calls Generaly upon 7 business days' notice 12 business da 'prior written notice Investment Period Four years from the Underlying Fund's Final Admission Date' N/A An AIF MD-compliant depositary will be appointed by the Fund prior to the Underlying Fund's first closing. This first closing will not occur prior to the date on Administrator Third Party Administrator which such AIFMD-compliant depositary has been formally appointed as the Underlying Fund's depositary and fund administrator Legal Counsel Debevoise 8 Plimpton LLP Cleary Gottlieb Steen 8 Hamilton LLP Audited annual accounts as well as unaudited quarterly financial statements (2nd Quarterly reports. capital account statements and year-end audited financial Reporting and 3rd quarters only) and unaucited quarterly capital account statements statements Placement Fee N/A Up to 2.00% payable to DBSI or an affiliate thereof? L Net of 15 basis point discount against Underlying Fund fees reserved for Management Feel Access fund only Access Fund During Investment 2 Years Following 1 Commitment Period( Investment Penod5 Thereafter Investment Period 1.10% of Committed Capital' ----- ---- --- Two Years after the end <83 million 00% 0.75% > of 90% a 85% of Invested Capital' of the Investment Period of previous i 53 - <S5 million a 75% 0 60% year or Thereafter through the end of the Fund term,' The greater of 90% of previous year and 0 25% of Invested Capital L 55 intlIton+t- 025% 0 25% 0.25%5 12 50% after an 800% preferred return with a 100% GP catch-up and full Carried Interest No additional carried interest will be charged by the Access Fund clawback Subsequent Closing Fee Same as the Underlying Fund, including contributions made by Feeder investors—-1 Higher of (a) Three-month USD LIBOR plus 2 00% and (b) 800% (if not first close) for fees and expenses of the Feeder iCapital. STRICTLY CONFIDENTIAL FOR INVESTMENT PROFESSIONAL AND QUALIFIED INVESTOR USE ONLY 5 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0039008 CONFIDENTIAL SDNY_GM_00185192 EFTA01354414