EFTA01389858.pdf

GLDUS132 EverWatch Financial Glendower Capital Secondary Opportunities Fund IV. LP Investment Period The period from the First Closing until the end of the quarter following the earliest to occur of (i) the date on which 100% of aggregate Commitments have been invested committed for investment, used to pay expenses and liabilities. or formally reserved for such purpose. and (ii) four years from the Final Admission Date. Investment Platforms The Fund and various investment vehicles (including separate accounts) sponsored or advised by the Manager and its affiliates Investment (a) Prior to the Final Admission Date. an amount equal to the greater of (i) US$1.75 billion Restriction Base and (ii) the aggregate Commitments accepted as at the date of determination and (b) following the Final Admission Date. an amount equal to the aggregate Commitments Investor A qualified prospective investor in the Fund IRS The U.S. Internal Revenue Service Key Persons Charles Smith. Carlo Pirzio-Biroli. Adam Graev and Chi Cheung (and their replacements). LIBOR London Interbank Offered Rate. Limited Partner A limited partner of the Fund LP An investor in an underlying fund. Manager Glendower. Managing Partners Carlo Pirzio-Biroli and Charles Smith Memorandum This confidential private placement memorandum, as amended or supplemented from time to time. NAV As defined in Appendix 5. Important Performance Information. Net IRR Net Internal Rate of Return OECD The Organization for Economic Co-operation and Development Offshore Fund Rules The Taxation (International and Other Provisions) Act 2010 and the Offshore Funds (Tax) Regulations 2009. Operating As defined in Section 9- Certain Legal. ERISA and Tax Considerations. Partnerships Parallel Fund A parallel fund established by the General Partner or the Manager to accommodate the investment requirements of certain investors Partners The Limited Partners together with the General Partner. Partnership Audit As defined in Section 9 Certain Legal. ERISA and Tax Considerations Rules Conlidenhal Private Placement Memorandum 105 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094224 CONFIDENTIAL SDNY_GM_00240408 EFTA01389858