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GLDUS128 Patrick Gerschel
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.
Fund Name
General Partner
Investment Manager
Structure
Strategy
Minimum Commitment
Target Size
Fund Term
Underlying Fund
Glendower Capital Secondary Opportunities Fund IV. LP
Access Fund'
Glendower Access Secondary Opportunities IV (U.S.). LP
Glendower Capital SOF IV (GP) Limited
Glendower Capital . LLP
English Private Fund Limited Partnership
Glendower Access Secondary Opportunities IV GP, LLC
Capital Advisors, LLC
Invest in private equity assets on the secondary market globally
55 million
Si 75 b:II:on
7 years from the date of the Underlying Fund's Final Admission Date' plus up to 5
one-year extensions (the first 3 one-year extensions are at the discretion of
Glendower and the final 2 one-year extensions require the consent of the SOF IV
advisory committee)
For the purposes of making investments and/or paying expenses generally upon
12 business da
'prior written notice
Four years from the Underlying Fund's Final Admission Date'
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
which such AIFMD-compliant depositary has been formally appointed as the
Underlying Fund's depositary and fund administrator
Debevoise 8 Plimpton LLP
Audited annual accounts as well as unaudited quarterly financial statements (2nd
and 3rd quarters only) and unaucited quarterly capital account statements
N/A
Delaware Limited Partnership
The Access Fund will invest substantially all of its investable assets into the
Underlying Fund
5250.000
N/A
The Access Fund will continue in existence through the one-year anniversary of the me
dissolution of the Underlying Fund (and accordingly, shall extend automatically
upon the extension of the Underlying Fund's term), with two additional one-year
optional extension periods at the discretion of its General Partner
Capital Calls
Investment Period
Administrator
Legal Counsel
Reporting
Placement Fee
Management Feel
Investment Period
Two Years after the end
of the Investment Period
Thereafter through the
end of the Fund term,'
Carried interest
Subsequent Closing Fee
(if not first close)
Generaly upon 7 business days' notice
N/A
Third Party Administrator
Cleary Gottlieb Steen 8 Hamilton LLP
Quarterly reports. capital account statements and year-end audited financial
statements
Up to 2.00% payable to DBSI or an affiliate thereof?
Net of 15 basis point discount against Underlying Fund fees reserved for
Access fund only
1.10% of Committed Capital'
a 85% of Invested Capital'
The greater of 90% of previous year and 0 25% of Invested Capital
12 50% after an 800% preferred return with a 100% GP catch-up and full
clawback
Higher of (a) Three-month USD LIBOR plus 2 00% and (b) 800%
Access Fund
During Investment
2 Years Following
L Commitment
Period'
Investment Penod5
------ -----
-----
<53 million
53 - <$5 million
a 75%
L
55 intlIton+t-
1 00%
0.75%
025%
060%
0 25%
No additeonal carried interest vrill be charged by the Access Fund
Same as the Underlying Fund, including contributions made by Feeder investor;-1
for fees and expenses of the Feeder
Thereafter
1
> of 90%
of previous i
year or
0.25%5
iCapital.
5
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
CONFIDENTIAL
DB-SDNY-0097798
SDNY_GM_00243982
EFTA01392555