EFTA Document EFTA01392052

GL0US1 44 Glenn Warren Section 3: Summery of Principal Terms Glendower Capital Secondary Opportunities Fund IV. LP Summary of Principal Terms The following is a summary of the terms and conditions of an investment in the Fund. This summary should be read in conjunction with, and is qualified in its entirety by reference to, the Summary of Terms and Conditions. Risk Factors and Conflicts of Interest contained in Section 6. Section 7 and Section 8, respectively, of this Memorandum, the Fund Partnership Agreement and the deeds of adherence relating to the purchase of Interests, all of which are available upon request and should be reviewed carefully prior to making an investment decision. Fund Name Glendower Capital Secondary Opportunities Fund IV, LP. Investment Strategy The Fund will seek to generate attractive, risk adjusted investment returns, principally in the form of capital appreciation. through the acquisition of a diverse portfolio of private equity assets on the secondary market. Target Size US$1 75 billion. Minimum Commitment US$5 million. Fund Structure English private fund limited partnership. Manager Glendower Capital. LLP, which is authorized and regulated in the UK by the FCA. The Manager will appoint its affiliate. Glendower Capital (U.S.), LLC, to provide investment advice to the Manager in connection with the investment management of the Fund. Term 7 years from the date of the last closing of the Fund (expected to take place no later than 18 months after the First Closing), with up to five one-year extensions. Investment Period 4 years from the last closing of the Fund. Target First Closing As soon as practicable. General Partner's Share The General Partner will receive from the Fund an annual profit share as follows: during the Investment Period. 1.25% per annum of aggregate Commitments; for the two years following the expiration of the Investment Period. 1.00% per annum of Invested Capital; (ii) for each successive year thereafter, the greater of 90% of the annual profit share for the immediately preceding year and 0.25% per annum of aggregate Invested Capital. Distributions and Preferred return: 8%. Carried Interest Carried interest: 12.5% with a 100% catch-up. Clay/back Yes. Organizational Expenses The Fund will bear up to US$2 5 million Confidential Private Placement Memorandum 13 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0097202 CONFIDENTIAL SDNY_GM_00243386 EFTA01392052