EFTA01442749Set 10
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offer to buy an interest in
Glendower Capital Secondary Opportunities Fund IV, LP (the "Underlying
Fund") or
Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Access
Fund"). A private offering ... approval of the General Partner of the Access Fund
and the General Partner ofthe Underlying Fund.
This Presentation, other than the description of the Access Fund Terms, was
not created ... Access Fund. There are important differences between the Access Fund and
the Underlying Fund described in the Presentation. An investment in
the Access Fund is not suitable for all investors
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EFTA01445643Set 10
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Partnership is to make, hold and dispose of an
investment in the Underlying
Fund and to engage in any activities incidental thereto, including holding
funds in cash or investment
funds ... Limited Partners'
Subscriptions to the Partnership for investment into the Underlying Fund.
Such reserved commitment
amounts may be used in accordance with 6.1.3. However, the General Partner
is not required ... amounts and may commit up to 100% of the Limited Partners'
Subscriptions to the Underlying
Fund resulting in an over-commitment of the of the Partnership (i.e., the
Partnership
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Limited Partners' subscriptions
to the Partnership for investment into the Underlying Fund. However, the General Partner is not required
to set aside any such amounts, and may commit ... Limited Partners' subscriptions to the
Underlying Fund. If the General Partner over-commits the Partnership (i.e., commits an amount to the
Underlying Fund, which together with any expenses ... General Partner may need to fund Partnership
expenses or future capital calls by the Underlying Fund through the distributions received from the
Underlying Fund (in such case the Limited Partners
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Subscription of such Limited Partner. After
the end of the "investment period" of the Underlying Fund, through the
second anniversary of the termination of the "investment period" of the
Underlying ... share of capital contributions in respect of all
"Invested Capital" (as defined in the Underlying Fund LPA) of the
Underlying Fund. Thereafter, until the last day of the term ... Management Fee Rate" for a Limited Partner (A) during the
- investment period" of the Underlying Fund is 1.00% per annum (or
0.25% per quarter); provided, that the Management Fee Rate
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agreement to be entered into between Deutsche Bank and one or more of the
Underlying Fund, Glendower GP and Glendower Capital, LLC, Deutsche Bank will also act as placement
agent ... Underlying Fund and will refer and/or introduce certain of its clients to the Underlying Fund.
In consideration for such services, the Glendower GP or an affiliate shall pay Deutsche Bank ... portion of the Access Fund's aggregate capital commitment to the Underlying
Fund attributable to the Subscriptions of each DB Introduced Person.
In addition, certain clients of Deutsche Bank
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perform in ways unanticipated by a Fund's Sub-Adviser or an Underlying Fund
Manager. In addition to the risks of an adverse change in the value of the underlying ... level of the underlying security. Buying a warrant does not make the fund
a shareholder of the underlying stock. The warrant holder has no voting or dividend rights
with respect ... investment grade, or unrated
securities that are determined by its Sub-Adviser or the Underlying Fund Manager to be of
comparable quality, are high yield, high risk bonds, commonly known
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Opportunities Pundit/. LP (together with its parallel
investmentfunds and alternative investmentfunds. if applicable, the "Underlying Fund") in the attached
ConfidentialPrivate Placement Memorandum ofthe Underlying Fund dated October 2017 (together with ... amended and/or supplementedfrom time to time, the
"Underlying FundPPM") and the limitedpartnership agreement ofthe Underlying Fund, which shall be
provided upon request by the GeneralPartner or Investment Manager.
The following
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during the "investment period" of the Glendower Capital Secondary Opportunities Fund
IV, LP (the "Underlying Fund"), the Servicing Fee in respect of each DB Introduced Person
will be equal ... million, 0.05% per annum;
(ii.) after the end of the "investment period" of the Underlying Fund, through the second
anniversary of the termination of the "investment period" of the Underlying
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applicable, any of its beneficial owners, or provide such confidential information to the
Underlying Fund such that they may release such confidential information, in each case
to governmental authorities ... General Partner or the general partner of the
Underlying Fund, as applicable, in their sole discretion, determine that releasing such
information is in the best interest of the Partnership and/or ... Underlying Fund in light
of any regulations or administrative pronouncements promulgated under the laws referred
to in 3.3.3(bX2), and (2) the General Partner, without the consent of any Limited
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EFTA01364496Set 10
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this Access Fund will be subject to fees, expenses and pericomance compensation of the Underlying Fund In ackellors to the Access Fund Fee and Access
expanses and will experience lower ... great!, Men 45 million hare the option:.' inveStend dereCtly nt...; the Unclerbdig Fund at Ove Underlying Reefs discreeer ^fly
defect ~Mori will ni-ot to.tarte this IS bor. a.scoont, against ... management for. from the Unclatlyivg Fund ~soars who case directly info me Underlying pond will rot be
sorer>: t W Access Find ^tenses.
Ilda. DBsi atter acts as placement agen
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increase the risks
inherent in the Fund's investments.
Interest rates: Certain underlying investment assets of the Fund may be highly leveraged. Movements in the level of
interest rates ... gold, which
may adversely affect the prices at which the Fund is able to seit certain investments. Certain underlying investments
may have fixed income streams and, therefore, there ... decline in value in times of higher inflation rates. Some of the Fund's underlying investments may
have income linked to inflation through contractual rights or other means. However
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