EFTA Document EFTA01392440

GLDUS128 Patrick Gerschel Section 6: Summery of Terms and Conditions Glendower Capital Secondary Opportunities Fund IV. LP Feeder Fund or Parallel Fund (other than any Limited Partner or investor affiliated with the General Partner. the Second GP or the Manager). Feeder Funds and Parallel Funds will not have separate advisory committees. The Manager shall have the right to appoint one or more representatives of the Manager to serve as non-voting members, and as the chairman, of the Fund Advisory Committee. The Fund Advisory Committee will meet at least annually following the Final Admission Date, or before the Final Admission Date at the discretion of the Manager, and as required to consult with the Manager as to potential conflicts of interest and certain other matters. The Fund will reimburse the Fund Advisory Committee members for their reasonable out-of-pocket expenses. Successor Funds Without the consent of 662.4% in interest of the Limited Partners, none of the General Partner, the Second GP. Glendower Capital. LLP or any affiliate of Glendower Capital. LLP will close another multiple third party investor fund having a substantially similar investment objective and strategy as the Fund until the earlier of: Allocation of Investment Opportunities Transfers and Withdrawals Reporting, Valuations and Annual Meeting Disclosure of changes to the leverage provisions (i) the date when 75% of aggregate Commitments have been invested. committed or reserved for investment or allocated or reserved to meet the obligations of the Fund; (ii) the end of the Investment Period; or (iii) the termination of the Fund. Notwithstanding the foregoing, Glendower Capital, LLP or any of its Affiliates may, at any time, close other multiple third party investor funds with investment objectives and strategies that overlap with the Fund but are dedicated to pursuing investment opportunities relating to specific asset categories or strategies (each, a "Complementary Fund). Subject to the 'Successor Funds' restrictions described above. the Manager and its affiliates may sponsor or advise various investment vehicles, including Complementary Funds, and separate accounts (together with the Fund, the "Investment Plattomis), some of which may have overlapping investment strategies and investment committee members with those of the Fund. The Manager will allocate investment opportunities among the Investment Platforms on an equitable basis in its good faith discretion and in accordance with its internal investment allocation guidelines. These are based on the applicable investment guidelines of such Investment Platforms, portfolio diversification requirements, regulatory requirements and other appropriate factors. Limited Partners generally may not sell, assign, transfer or pledge their Interests except as permitted by the Fund Partnership Agreement which will require. inter elle, the prior written consent of the Manager. Limited Partners generally may not withdraw from the Fund. Limited Partners will receive audited annual accounts (also comprising a Managers report and such disclosures as are required by the AIFMD) prepared in accordance with U.S. GAAP or International Financial Reporting Standards as well as unaudited quarterly financial statements (in respect of the second and third quarters of each fiscal year only) and unaudited quarterly capital accounts. Limited Partners will also receive such periodic disclosures as are required in accordance with the AIFMD (including changes to leverage. liquidity and risk management provisions). The Fund will hold annual meetings to provide Limited Partners with the opportunity to review and discuss with the Manager and its employees the Fund's investment activities and portfolio. Limited Partners will receive unaudited quarterly financial reports regarding the Fund which will include the amount of leverage that has been utilized by the Fund. Any amendments to the leverage provisions of the Fund will require an amendment to the Fund Partnership Agreement. See "Amendments to Fund Partnership Agreement" below for Confidential Private Placement Memorandum 42 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0097663 CONFIDENTIAL SDNY GM_00243847 EFTA01392440