EFTA01354330.pdf

GL0US143 Henry Nicholas Glendower Capital Secondary Opportunities Fund IV. LP respect of, the Interests in, from or otherwise involving Mexico. and any resale of the Interests within Mexican territory must be made in a manner that will constitute a private offering pursuant to Article 8 of the Securities Market Law and its regulations. MONACO The recipient acknowledges having full command of English and waives all claims on grounds of language misunderstanding in this document. Le destineteire du present document reconnair avoir une parfaits maitrise de lenglais et renonce a tout recours Londe sur one mauvaise comprehension de la langue utilisee dans ce document. NEW ZEALAND The Manager does not intend that the Interests be offered for sale or subscription under a regulated offer in New Zealand in terms of the Financial Markets Conduct Act 2013 of New Zealand (or any statutory modification or re•enactment of. or statutory substitution for, that Act) CFMC Act'). Accordingly: (i) no product disclosure statement has been prepared or will be registered; and (ii) the Interests have not been and may not be offered or sold to any person in New Zealand other than "wholesale investors' as that term is defined in clause 3(2) of Schedule 1 of the FMC Act, being a person that: (a) is an Investment business": (b) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act (c) is large': or (d) is a government agency. in each case, as defined in Schedule 1 of the FMC Act. No action has been taken by the Manager which would permit an offer of the Interests. or possession or distribution of any offering material, to any person other than as specified in (ii)(a) through (d) above. No Investor shall directly or indirectly offer, sell or deliver any Interests, or distribute this Memorandum or any advertisement in relation to any offer of the Interests. in New Zealand, other than to persons specified in (ii)(a) through (d) above. OMAN The information contained in this Memorandum is confidential and for your information only and nothing in this Memorandum is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation. This Memorandum neither constitutes an offer of securities in the Sultanate of Oman as contemplated by the Commercial Companies Law of Oman (Royal Decree 4174 as amended) or the Capital Market Law of Oman (Royal Decree 80/98 as amended), nor does it constitute the marketing of non-Oman securities in the Sultanate of Oman as contemplated by the Executive Regulations to the Capital Market Law (issued pursuant to Decision No. 1/2009) (the 'Executive Regulations"). The Interests have not and will not be listed on any stock exchange in the Sultanate of Oman. The Manager is not a licensed broker, dealer, financial adviser or investment adviser licensed under the laws applicable in the Sultanate of Oman, and, as such, does not advise potential investors in the Sultanate of Oman as to the appropriateness of investing in or purchasing or selling securities or other financial products. Additionally, this Memorandum is not intended to lead to the conclusion of any contract of whatsoever nature within the territory of the Sultanate of Oman and is not intended to constitute legal, tax, accounting or other professional advice in, or in respect of, the Sultanate of Oman. The recipient of this Memorandum acknowledges and agrees that neither this Memorandum nor the Fund has been registered or approved by the Central Bank of Oman. the Oman Ministry of Commerce and Industry, the Oman Capital Market Authority or any other authority in the Sultanate of Oman. nor is the Manager authorized or licensed by the Central Bank of Oman, the Oman Ministry of Commerce and Industry, the Oman Capital Market Authority or any other authority in the Sultanate of Oman, to market or sell the interests in the Fund within the Sultanate of Oman. Further, the recipient of this Memorandum represents that it is a sophisticated investor (as described in Article 139 (f) of the Executive Regulations) and has such experience in business ConWenner Private Placement Memorandum 94 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0038924 CONFIDENTIAL SONY GM_00185108 EFTA01354330