document_description: The document outlines iCapital Advisors, LLC's policies on voting client securities and financial information. It specifies that iCapital does not anticipate owning equity securities with voting rights in Private Access Funds and delegates proxy voting for Direct Investment Funds to a Sub-Adviser. It also mentions the establishment of a Proxy Voting Policy for certain investments. Additionally, it states that iCapital has no financial commitments impairing its contractual and fiduciary obligations and has not undergone bankruptcy.


source: doj

document_description: This document is a Brochure Supplement for iCapital Advisors, LLC, providing information about Eileen Duff Blalock, Phil Pool, John Robertshaw, Daniel Vene, and Nicholas Veronis. It supplements the iCapital Advisors, LLC's Form ADV Brochure and includes contact information for the Chief Compliance Officer, Michael Stanton.

title: FORM ADV PART 2B: Brochure Supplement

key_people:
Eileen Duff Blalock
Phil Pool
John Robertshaw
Daniel Vene
Nicholas Veronis
Michael Stanton

document_type: correspondence

key_locations: 60 East 42nd Street, 26th Floor, New York, NY 10165

document_subtype: Brochure Supplement


document_description: This document provides the educational background, business experience, and other professional details of Phil Pool, a member of iCapital Advisor's investment committee. It includes his roles, past experiences, and supervisory details.

title: Form ADV Part 2B for Phil Pool

key_people:
Phil Pool
Michael Stanton

key_locations:
London
New York
Chicago

document_subtype: Form ADV Part 2B

key_organizations: Donaldson, Lufkin & Jenrette Securities Corporation


document_description: This document provides the educational background, business experience, and other relevant information about John C. Robertshaw, a Special Advisor to iCapital Network and iCapital Securities, LLC. It includes details about his previous roles at Credit Suisse and Salomon Brothers, as well as his educational background from Yale University. The document also confirms that Mr. Robertshaw has not been subject to any material legal or disciplinary events and outlines his supervision by Mr. Michael Stanton, iCapital's CCO.

title: Form ADV Part 2B for John C. Robertshaw

key_people:
John C. Robertshaw
Michael Stanton

key_organizations:
iCapital Advisors LLC
iCapital Network
Credit Suisse Securities (USA) LLC
Donaldson, Lufkin & Jenrette
Salomon Brothers
Yale University


document_description: This document is the amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware Limited Partnership. It outlines the terms and conditions under which the limited partner interests are governed, including restrictions on transferability and resale of interests, and the requirement for general partner consent for any transfer or disposition of interests.

title: Amended and Restated Limited Partnership Agreement of Glendower Access Secondary Opportunities IV (U.S.), L.P.

document_type: legal

document_subtype: Limited Partnership Agreement


document_description: This document is an amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes articles on default, distributions, capital accounts, duration of the partnership, liquidation of assets, and limitations on transfers and withdrawals.

title: Amended and Restated Limited Partnership Agreement


document_description: This document is an amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes articles on exculpation and indemnification, amendments, voting and consents, and administrative provisions. The document outlines the rights and responsibilities of partners, financial reporting requirements, and tax provisions.

title: Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement


document_description: This document is an amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes sections on tax reporting consistency, general provisions, power of attorney, execution of additional documents, limited partner information, binding on successors, governing law and remedies for breach, waiver of partition, securities law matters, confidentiality, contract construction, arbitration, side letters, entire agreement, and bad actor disqualification information. Appendices include definitions and regulatory and tax allocations.


document_description: This document is an excerpt from a Limited Partnership Agreement for DF Enterprises, detailing the rights and obligations of Limited Partners, including the effects of death, dissolution, or bankruptcy, and the admission of additional Limited Partners before the final closing date. It outlines the contributions required from new or increased subscriptions and the limitations on the control of the partnership by Limited Partners.

key_organizations: Glendower Access Secondary Opportunities IV (U.S.), L.P.


document_description: This document outlines the terms and conditions for the admission of Additional Limited Partners to the partnership, including their financial contributions, management fees, and interest calculations. It also details the adjustments to be made for existing Limited Partners and the allocation of investments in the Underlying Fund.

title: Amended and Restated Limited Partnership Agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P.


document_description: This document is an amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes provisions for the admission of new partners, anti-money laundering provisions, and compliance with U.S. laws.

key_people:
General Partner
Limited Partners


document_description: This document outlines the terms and conditions of the partnership agreement, including the management and control of the partnership by the General Partner, the release of confidential information, and compliance with anti-money laundering laws.


document_description: This document outlines the powers and responsibilities of the General Partner in managing the Partnership, including executing agreements, managing investments, and disclosing nonpublic information. It also clarifies the rights of the General Partner and its affiliates to engage in outside business activities.

title: Glenodwer Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement

key_people:
General Partner
Limited Partner

document_subtype: Partnership Agreement


document_description: This document outlines the fees and expenses related to the partnership, including organizational expenses, partnership expenses, and management fees. It specifies the responsibilities of the General Partner and the Investment Manager regarding these expenses.


document_description: This document outlines the expenses and financial responsibilities of Limited Partners in a partnership, including travel, research, insurance, and legal fees. It details how expenses are shared among partners and feeder funds, and the reimbursement process for expenses paid by the General Partner or its affiliates.


document_description: The document outlines the financial responsibilities and management fee structure for Limited Partners in a partnership. It specifies how tax-related expenses and management fees are allocated and calculated based on the subscription amounts of the Limited Partners. The document also details the management fee rates applicable during different periods of the partnership's lifecycle.

key_organizations: Glendower Aeccta Secondary Opportunities IV (U.S.). L.P.


document_description: This document is an amended and restated limited partnership agreement for Glendoocr Accem Secondary Opportunities IV (U.S.), L.P. It outlines the terms related to capital contributions, the return of contributions upon the admission of additional partners, and the effects of such returns. It also details the consequences of failing to make required payments, including interest accrual at a specified default rate.


document_description: The document outlines the rights and remedies available to the Investment Manager and/or General Partner in the event of a partner defaulting on their obligations. It includes measures such as compulsory transfer of interest, exclusion from income sharing, forced sale of interest, acceptance of late contributions with interest, and legal actions to recover unpaid contributions and damages.


document_description: This document outlines the terms and conditions related to default provisions and assignment of partner contributions within the Glendower Access Secondary Opportunities IV (U.S.), L.P. It details the procedures and consequences of a partner's failure to meet capital call obligations, including the treatment of defaulting partners and the assignment of unpaid subscriptions as security for indebtedness.

key_people:
General Partner
Limited Partners
Defaulting Access Fund Investor


document_description: This document outlines the terms related to tax liabilities, indemnification, and capital accounts for partners in the partnership. It specifies the responsibilities of the General Partner in determining tax liabilities and the obligations of Limited Partners to indemnify the partnership. It also details the creation and maintenance of capital accounts for each partner.

key_organizations: Glendower Accem Secondary Opportunities IV (U.S.), L.P.


document_description: This document is an excerpt from the Amended and Restated Limited Partnership Agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It outlines the allocation of net gain, net loss, and other items of income, gain, loss, and deduction among partners. It specifies the timing of allocations, compliance with Treasury Regulations, and the general method for allocating net gain and net loss. The document also discusses adjustments to partners' capital accounts and the discretion of the General Partner in making allocations.


document_description: This document outlines the special allocations of items of loss or deduction, allocations following a default, and admission of additional partners for the partnership. It specifies how losses, expenses, and deductions are allocated among partners, including special allocations for management fees and transfer expenses. It also details the process for adjusting allocations when new partners are admitted or existing subscriptions are increased.


document_description: This document outlines the conditions under which a Limited Partner's interest in the Partnership can be transferred. It specifies the need for the General Partner's consent for any transfer, restrictions on public trading of partnership interests, and the non-recognition of certain transfers unless they meet specific criteria. It also details the required representations by parties involved in a transfer.


document_description: This document outlines the conditions and restrictions related to the transfer of interests in a partnership. It specifies the requirements for transferring limited partners and transferees, including compliance with Section 1446(f) of the Code and other legal provisions. It also lists prohibited legal consequences that would prevent a transfer, such as causing the partnership's assets to become 'plan assets' under ERISA or resulting in a non-exempt prohibited transaction.


document_description: This document outlines the terms and conditions related to the transfer of partnership interests in a limited partnership. It specifies the requirements for a transferee to be considered an accredited investor, qualified purchaser, and qualified client. It also details the need for a legal opinion for transfers, reimbursement of transfer expenses, and the admission of substituted limited partners.

key_organizations: Glendmwr Accem Secondary Opportunities IV (U.S.). L.P.


document_description: This document outlines the terms and conditions related to the transfer of interests, non-compliant transfers, multiple ownership, withdrawal rights, and removal of limited partners within the partnership. It specifies the rights and obligations of the General Partner and Limited Partners, including the handling of non-compliant transfers and the conditions under which a Limited Partner may be removed.


document_description: This document outlines the indemnification provisions for Covered Persons and other parties associated with the partnership. It specifies the conditions under which indemnification is provided, limitations on indemnification, and the process for advance payment of expenses. Indemnification is not provided for actions involving bad faith, gross negligence, or willful misconduct, and requires certain agreements and undertakings from the Indemnitee.

key_organizations: Glenodwer Access Secondary Opportunities IV (U.S.), L.P.


document_description: This document outlines the indemnification provisions for the partnership, including insurance options, rights to indemnification from other sources, and the priority of indemnity obligations. It specifies the conditions under which the partnership may purchase insurance for indemnitees and the order of liability for indemnification payments.

key_people:
General Partner
Indemnitee

key_organizations:
DF Enterprises
Partnership


document_description: This document outlines the indemnification and liability limitations for the partnership, including conditions under which partners may be required to return distributions. It specifies the discretionary powers of the General Partner and the impact of legal restrictions on indemnification provisions.


document_description: This document outlines the procedures and conditions under which amendments to the partnership agreement can be made. It specifies the consent required from partners for various types of amendments, including those affecting economic rights and ERISA provisions. It also details the notification process for amendments and the concept of negative consent.

document_subtype: Partnership Agreement Amendment


document_description: The document outlines the responsibilities of the General Partner in a limited partnership, including filing the Certificate of Limited Partnership, providing annual financial statements and tax information to partners, and furnishing quarterly reports. It also mentions the limitations on information rights for Limited Partners compared to direct limited partners of the Underlying Fund.

key_organizations: Glendoocr Accem Secondary Opportunities IV (U.S.), L.P.


document_description: This document outlines the valuation procedures for partnership assets, including freely tradable securities, other assets, and intangible assets. It specifies the methods for determining fair market value and the treatment of goodwill. It also details the procedures for notices and communications within the partnership.


document_description: This document is an excerpt from the Amended and Restated Limited Partnership Agreement for Glenodwer Access Secondary Opportunities IV (U.S.), L.P. It outlines provisions related to notices, accounting, and tax matters. Notices are to be sent to partners as specified, with certain conditions for electronic posting. The fiscal year is defined, and the selection of independent accountants is described. Tax provisions ensure the partnership is treated as a partnership for U.S. federal income tax purposes, with specific roles and responsibilities for the General Partner and Tax Matters Partner.


document_description: This document outlines the amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes provisions for the designation of the General Partner as the 'partnership representative' under Section 6223(a) of the Code, the responsibilities of the Partners regarding tax compliance, and the financial obligations related to imputed underpayments. The agreement also addresses the provision of information by Partners to comply with tax laws and the waiver of non-U.S. laws that could hinder reporting to U.S. authorities.


document_description: This document is an excerpt from the Amended and Restated Limited Partnership Agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It outlines the obligations of Limited Partners to provide information for compliance with FATCA and other tax regulations. It also details the consequences of non-compliance, including potential transfer or withdrawal from the Partnership and indemnification for any resulting losses. Additionally, it addresses the non-requirement of Section 1045 rollovers and related tax reporting obligations.


document_description: This document is an amended and restated limited partnership agreement for Glendower ACCCA Secondary Opportunities IV (U.S.) L.P. It outlines the tax and accounting requirements for the partnership, including provisions related to tax basis adjustments, elections under the Internal Revenue Code, and tax reporting consistency. It also includes a power of attorney clause appointing the General Partner as the attorney-in-fact for certain legal actions.


document_description: This document is an amended and ratified limited partnership agreement for Glendower Accem Secondary Opportunities IV (U.S.), L.P. It outlines the binding nature of the agreement on successors, governing law, remedies for breach, waiver of partition rights, securities law matters, and confidentiality obligations of limited partners.


document_description: The document outlines confidentiality obligations of Limited Partners regarding Partnership Information, which is considered a trade secret. It specifies conditions under which disclosure is permitted, such as legal requirements or consent from the General Partner. It also details procedures for notifying the General Partner if disclosure is required by law.

document_subtype: confidential agreement

key_organizations: Glendoocr Accem Secondary Opportunities IV (U.S.) L.P.


document_description: This document is an amended and restated limited partnership agreement for Glendower Accem Secondary Opportunities IV (U.S.), L.P. It outlines confidentiality obligations, the rights of the General Partner to withhold information, and the remedies available for breaches of confidentiality. It also includes provisions for contract construction and the survival of certain clauses after a partner's withdrawal.


document_description: This document is an amended and restated limited partnership agreement for Glendower Accem Secondary Opportunities IV (U.S.), L.P. It includes provisions related to the certification of a 20% Holder and confidentiality under Federal Rules.

title: Glendower Accem Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement


document_description: This document is an appendix from the Glendower Access Secondary Opportunities W (U.S.), L.P. Limited Partnership Agreement, providing definitions for terms used in the agreement.

title: Glendower Access Secondary Opportunities W (U.S.), L.P. Definitions


document_description: This document is an amended and restated partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes definitions and terms related to business days, capital accounts, carrying value, contributions, and covered company partners and persons. It also references specific sections of the agreement for detailed terms.

title: Amended and Restated Partnership Agreement

document_type: tabular


document_description: This document outlines various terms and definitions related to the partnership agreement, including definitions for Defaulting Access Fund Investor, Defaulting Partner, Delaware Act, Delayed Payment Interest, ERISA, ERISA Partner, Exempt Entity, FATCA, Feeder Fund, Final Closing Date, Freely Tradable Security, and others.

title: Glendower Access Secondary Opportunities IV (U.S.), L.P. 1-3 Amended and Restated Limited Partnership Agreement


document_description: This document outlines the terms and conditions of the partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes definitions and explanations of key terms such as Management Agreement, Management Fee, Net Gain or Loss, Nonrecourse Liability, and Non-Voting Interest.


document_description: This document outlines the terms and definitions related to the partnership agreement for Glendower Access Secondary Opportunities IV (International), L.P., a Cayman Islands exempted limited partnership. It includes definitions for terms such as Offshore Access Fund, Organizational Expenses, Parallel Access Fund, Partner Interest, and others. The document specifies the organizational expenses, partnership expenses, and the roles and responsibilities of partners within the partnership.


document_description: This document outlines various definitions and terms related to the partnership agreement, including capital calls, management fees, and definitions of terms such as Person, Placement Agent, Plan Assets Regulation, Prime Rate, and others.

title: Glendower Access Secondary Opportunities IV (U.S.), L.P. 1-7 Amended and Restated Limited Partnership Agreement


document_description: This document is an amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes definitions and terms related to financial obligations, third-party indemnifiers, transfer regulations, and the underlying fund, Glendower Capital Secondary Opportunities IV, LP.

key_locations:
United States
European Union
District of Columbia

key_organizations:
Glendower Capital
DF Enterprises


document_description: This document is an appendix to a partnership agreement, detailing regulatory and tax allocations to comply with Treasury Regulation Section 1.704-1(b)(2)(iv). It includes provisions for minimum gain chargeback, nonrecourse deductions, limits on loss and deduction allocations, qualified income offset, and gross income allocation. Adjustments for changes in partner interests are also addressed.

title: Appendix II: Regulatory and Tax Allocations

document_subtype: Partnership Agreement Appendix


document_description: This document is a confidential private placement memorandum provided by iCapital Advisors, LLC to sophisticated investors for investment in Glendower Access Secondary Opportunities IV (U.S.), L.P. The fund aims to invest in Glendower Capital Secondary Opportunities Fund IV, LP. The memorandum includes details about the investment structure, legal disclaimers, and regulatory compliance.

title: Confidential Private Placement Memorandum for Glendower Access Secondary Opportunities IV (U.S.), L.P.

key_people:
General Partner
Investment Manager

document_type: financial

key_locations: Delaware U.S. England

document_subtype: Private Placement Memorandum


document_description: This document is an investment memorandum for the Access Fund, highlighting the risks and legal disclaimers associated with investing in the fund. It specifies that the fund is suitable only for sophisticated investors who can bear high risks and lack of liquidity. The memorandum outlines the legal limitations and disclaimers regarding the involvement of Glendower and the Underlying Fund, emphasizing that investors in the Access Fund will not have direct interests or rights in the Underlying Fund.

key_locations:
European Economic Area
United Kingdom

document_subtype: investment memorandum

key_organizations:
Glendower Capital LLP
Glendower Capital (U.S.) LLC


document_description: This memorandum discusses the indirect interests and limitations of control for entities involved with the Access Fund and the Underlying Fund managed by Glendower. It outlines the potential risks, fees, and forward-looking statements associated with investments in these funds. The document emphasizes that past performance is not indicative of future results and that terms may change during negotiations with prospective investors.

document_subtype: memorandum

key_organizations:
Glendower
Access Fund
Underlying Fund
General Partner
Investment Manager


document_description: This document is an investment memorandum for prospective investors in the Access Fund. It outlines the legal, tax, regulatory, financial, and accounting considerations for investment, and provides a summary of the Partnership Agreement and Subscription Agreement. It emphasizes that the memorandum is not a prospectus and should not be solely relied upon for investment decisions. The document also includes disclaimers regarding the use of information for tax purposes and invites prospective investors to meet with representatives of the Access Fund for further information.

document_subtype: Investment Memorandum

key_organizations:
Access Fund
General Partner
Investment Manager
Underlying Fund
Glendower
Placement Agents


document_description: This document is a confidential memorandum related to the offer and sale of interests in a fund. It outlines the minimum subscription amount, legal restrictions on distribution, and confidentiality obligations of the recipient.

document_subtype: Memorandum

key_organizations:
DF Enterprises
Glendower
Underlying Fund
Access Fund
General Partner
Institutional Capital Network, Inc.


document_description: This document is an investment memorandum for the Access Fund, outlining the terms and conditions of the offering. It emphasizes that investors must rely on their own examination of the fund and that no U.S. federal or state securities commission has recommended the interests. The memorandum supersedes any prior offering literature and restricts the transferability and resale of interests. It also requires investors to certify the beneficial ownership of interests to ensure compliance with the Employee Retirement Income Security Act of 1974.

key_organizations:
Access Fund
General Partner
Investment Manager
Glendower


document_description: The document outlines the exemption of DF Enterprises from registration with the U.S. Commodity Futures Trading Commission (CFTC) as a Commodity Pool Operator (CPO) under CFTC Rule 4.13(a)(3). It details the conditions under which the exemption is claimed, including limitations on marketing, investor qualifications, and commodity interest exposure. The document also notes that the CFTC has not reviewed or approved the offering or memorandum.

document_subtype: exemption notice


document_description: The document discusses the aggregation of positions for CFTC position limit and large trader reporting purposes, including future requirements for swaps equivalent to commodity futures. It advises prospective investors to consult legal advisors regarding position aggregation and reporting requirements. The investment manager has filed a notice of exemption from CFTC registration as a CTA under CFTC Rule 4.14(a)(8), qualifying based on specific criteria related to its registration and advisory activities.

key_organizations:
DF Enterprises
CFTC
NFA


document_description: This document is a table of contents for a confidential private placement memorandum related to Glendower Capital Secondary Opportunities Fund IV, LP. It includes sections on introduction, summary of principal terms, risk factors, and tax considerations.

title: GLDUS129 DF Enterprises

document_type: other

document_subtype: Table of Contents


document_description: The document introduces Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware limited partnership formed to invest in Glendower Capital Secondary Opportunities Fund IV, LP. The principal investment objective is to generate attractive risk-adjusted returns through a diverse portfolio of investments in the secondary market. The document advises prospective investors to read the Confidential Private Placement Memorandum of the Underlying Fund for detailed information on risk factors and potential conflicts of interest.

title: Glendower Access Secondary Opportunities IV (U.S.), L.P. Introduction


document_description: This document provides a summary of the principal terms of the Glendower Access Secondary Opportunities IV (U.S.), L.P. (the 'Access Fund') and its relationship with the Glendower Capital Secondary Opportunities Fund IV, LP (the 'Underlying Fund'). It outlines the roles of the General Partner and the Investment Manager, and references the relevant agreements governing the Access Fund.

title: Summary of Principal Terms of the Access Fund

document_date: October 2017

document_subtype: Investment Summary

key_organizations: Glendower Access Secondary Opportunities IV GP LLC


document_description: This document is an investment memorandum for the Access Fund, detailing the management fee, investment management agreement, and the purpose of the fund. It outlines the responsibilities of the Investment Manager and the General Partner, and describes the investment strategy of the Underlying Fund, Glendower Capital Secondary Opportunities Fund IV, LP.

key_people:
Investment Manager
General Partner


document_description: The document outlines the offering of limited partner interests in the Access Fund, a private placement for certain U.S. investors. It details the types of investors suitable for the fund, tax considerations, and minimum subscription requirements.

document_subtype: Investment Offering Document

key_organizations:
DF Enterprises
Access Fund
Underlying Fund
Glendower GP


document_description: The document outlines the procedures for initial and subsequent closings of the Access Fund managed by DF Enterprises. It details the responsibilities of the General Partner in notifying prospective Limited Partners about the Initial Closing and the conditions under which additional investors can be admitted in Subsequent Closings. It also specifies the financial obligations of investors joining after the Initial Closing, including capital contributions, management fees, and interest calculations.

document_subtype: partnership agreement

key_organizations:
DF Enterprises
Access Fund
Glendower GP
Underlying Fund
Investment Manager


document_description: The document outlines the investment terms and conditions for the Access Fund's investment in the Underlying Fund, including details about subsequent closings, dilution of interests, and the formation of parallel access and feeder funds.

document_subtype: Investment Fund Document

key_organizations:
Access Fund
Underlying Fund
Glendower GP


document_description: The document outlines the structure and terms of investment for Glendower Access Secondary Opportunities IV (International), L.P., an offshore access fund for qualified U.S. Tax-Exempt Investors and Non-U.S. Investors. It details the formation of the fund, capital call procedures, and potential penalties for non-compliance by limited partners.

document_subtype: investment fund document


document_description: The document outlines the consequences of a Limited Partner's failure to provide necessary information or make capital contributions as required by the Partnership Agreement. It details the potential remedies available to the Underlying Fund in case of default by the Access Fund due to a Limited Partner's failure. The document also describes the bifurcated default process and the rights and remedies available to the General Partner and the Underlying Fund in such cases.

key_people:
General Partner
Investment Manager
Limited Partner
Glendower GP

key_organizations:
Access Fund
Underlying Fund
Glendower


document_description: The document outlines the distribution and allocation procedures for the Access Fund and its Limited Partners, including Feeder Funds. It details the discretion of the General Partner in applying default provisions, the distribution of funds from the Underlying Fund, and the maintenance of capital accounts. It also covers the organizational and offering expenses borne by the Access Fund and its Limited Partners, as well as other expenses related to the management and operation of the Access Fund.

key_organizations:
Access Fund
Feeder Fund
Underlying Fund


document_description: The document outlines various expenses and costs associated with the Access Fund, including legal, administrative, and operational expenses. It details costs related to litigation, investment banking, consulting services, and insurance, among others. The document also mentions expenses for alternative investment vehicles and regulatory obligations.

document_subtype: financial report

key_organizations:
Access Fund
Underlying Fund
General Partner
Investment Manager


document_description: The document outlines the financial responsibilities of Limited Partners in relation to the operating expenses of the General Partner and the Access Fund. It details how expenses are allocated between the Access Fund, Feeder Funds, and Parallel Access Funds, and describes the management fee structure for Limited Partners.

document_subtype: Investment Fund Agreement


document_description: The document outlines the management fee structure for Limited Partners in relation to the Access Fund and the Underlying Fund. It details the calculation of management fees based on subscription amounts and investment periods, and the distribution of fees to the Investment Manager and Placement Agents.

document_subtype: Investment Agreement

key_organizations:
DF Enterprises
Access Fund
Underlying Fund
Investment Manager
Placement Agents
Glendower GP


document_description: The document outlines the terms related to carried interest distributions, indemnification, and withdrawal/transfer of interests for the Access Fund and its Limited Partners. The Glendower GP is entitled to a 12.5% carried interest on net profits, subject to an 8% preferred return. Indemnification provisions protect various parties using the Access Fund's assets. Limited Partners have restrictions on withdrawal and transfer of interests, requiring General Partner consent and payment of transfer expenses.

key_people:
Glendower GP
General Partner

key_organizations:
DF Enterprises
Access Fund
Underlying Fund
Feeder Funds


document_description: The document outlines the financial reporting and tax implications for Limited Partners of the Access Fund. It details the provision of audited financial statements, IRS Schedule K-1, and quarterly reports to Limited Partners. It also discusses the U.S. federal income tax treatment of the Access Fund as a partnership and the implications for U.S. Tax-Exempt Investors, including the expectation of recognizing material amounts of UBTI.

key_organizations:
Access Fund
U.S. Internal Revenue Service


document_description: The document outlines certain ERISA considerations for prospective investors in the Access Fund, including compliance with ERISA provisions and limitations on 'benefit plan investors.' It also discusses the potential for Limited Partners to return distributions in case of liabilities and the amendment procedures for the Partnership Agreement.

key_organizations:
Access Fund
DF Enterprises


document_description: The document discusses potential amendments to a partnership agreement for the Access Fund, including conditions under which amendments can be made without consulting Limited Partners. It also covers the Access Fund's ability to enter into a credit facility for funding purposes and the implications for Limited Partners.

document_subtype: partnership agreement amendment

key_organizations:
Access Fund
Underlying Fund


document_description: The document discusses the borrowing and credit support capabilities of an Underlying Fund and its impact on the Access Fund's ability to borrow funds. It outlines investor eligibility criteria and confidentiality obligations, including exceptions for tax-related disclosures.

key_organizations:
DF Enterprises
Underlying Fund
Access Fund


document_description: The document outlines the roles and responsibilities of various parties involved with the Access Fund, including the General Partner, Limited Partners, legal counsel, auditor, administrator, and custodian. It specifies the legal counsel for the General Partner and Investment Manager, and mentions the auditor and custodian arrangements.

document_subtype: Investor Information

key_organizations:
Cleary Gottlieb Steen & Hamilton LLP
Maples and Calder
KPMG


document_description: The document outlines certain risk factors and potential conflicts of interest associated with investing in the Access Fund and the Underlying Fund. It highlights business and market risks, including economic, political, and regulatory changes, and the potential for substantial losses. It also discusses the role of Placement Agents, such as Raymond James, who receive fees for introducing investors to the fund, creating potential conflicts of interest.

document_subtype: investment risk disclosure

key_organizations:
Access Fund
Underlying Fund
DF Enterprises
Glendower


document_description: The document discusses the risks and conflicts of interest associated with investing in the Access Fund, an investment vehicle formed to invest in the Underlying Fund. It highlights the lack of registration under various acts, illiquidity of securities, restrictions on transfer, and potential for total loss of investment. It also notes the additional expenses borne by the Access Fund, which may impact returns, and the lack of investor rights in the Underlying Fund.

document_subtype: investment document

key_organizations:
Raymond James
DF Enterprises
Glendower
Access Fund
Underlying Fund


document_description: The document outlines the terms and conditions of the Access Fund, including indemnification clauses, capital contribution requirements, co-investment opportunities, and compensation structures. It highlights the risks and conflicts of interest associated with investing in the Access Fund and the Underlying Fund.

key_organizations:
DF Enterprises
iCapital Securities, LLC
Glendower GP


document_description: The document outlines the collaboration and services agreements between the Investment Manager and Fidelity Brokerage Services LLC and National Financial Services LLC. It discusses compensation arrangements, potential conflicts of interest, educational programs for financial advisers, default penalties for Limited Partners, and ERISA considerations related to the Access Fund.

document_subtype: investment agreement

key_organizations:
Fidelity Brokerage Services LLC
National Financial Services LLC
Institutional Capital Network, Inc.


document_description: The document discusses the potential risks and legal implications for the Access Fund, a private equity fund, in relation to ERISA controlled group liability. It references the 2013 Sun Capital Case and subsequent rulings that could impact the fund's classification as a 'trade or business.' The document also outlines the limitations on transferability, redemption, and voting rights for Limited Partners of the Access Fund, emphasizing the illiquid nature of the investment and the lack of direct recourse against the Underlying Fund.

key_locations:
First Circuit
District of Massachusetts

document_subtype: legal analysis or advisory

key_organizations: U.S. Federal Court of Appeals for the First Circuit

key_organizations: U.S. District Court for the District of Massachusetts


document_description: The document discusses the potential conflicts of interest and confidentiality issues related to the Access Fund and the Underlying Fund managed by Glendower. It highlights that certain information will not be disclosed to Limited Partners and that terms of the Underlying Fund may change without liability to the Limited Partners. The document also covers the possibility of Side Letters that may offer preferential terms to certain investors.

key_organizations:
DF Enterprises
Access Fund
Underlying Fund
Glendower


document_description: The document discusses the implications of investors subscribing for interests in a subsequent closing of an underlying fund, including potential dilution of existing investors' interests and issues related to public disclosure requirements. It also covers the borrowing strategies of the Access Fund and the Underlying Fund, highlighting risks associated with leverage and collateral pledging.

document_subtype: investment memorandum

key_organizations:
DF Enterprises
Access Fund
Underlying Fund
General Partner
Investment Manager
Glendower GP


document_description: The document discusses the financial management and investment strategies of the Access Fund, including potential risks such as over-commitment, lack of diversification, and disqualification from Rule 506 offerings. It outlines the General Partner's discretion in managing cash flows and the implications of forward-looking statements.

document_subtype: memorandum


document_description: The document discusses the legal and regulatory risks associated with the Access Fund and the Underlying Fund, particularly in light of the Dodd-Frank Act. It highlights the potential for increased regulatory scrutiny and the impact of new regulations on private investment funds, including administrative burdens and potential liabilities. The document also addresses the implications of the Dodd-Frank Act on financial market intermediaries and the derivatives market.

document_subtype: regulatory compliance

key_organizations:
Glendower GP
Access Fund
Underlying Fund
General Partner
Investment Manager
SEC
CFTC


document_description: The document discusses changes in financial regulations affecting OTC derivatives, including requirements for execution on regulated exchanges, real-time reporting, enhanced documentation, and margin requirements. It highlights the potential impact on costs, exposure, liquidity, and investment returns for funds like the Underlying Fund and Access Fund. The document also covers the Dodd-Frank Act's expansion of the CFTC's authority to impose position limits on derivatives.

key_locations:
European Union
Japan
United States

document_subtype: financial regulation summary

key_organizations:
DF Enterprises
CFTC
Underlying Fund
Access Fund


document_description: The document discusses the potential impacts of recent changes in U.S. tax law, specifically the 2017 Tax Legislation, on the Access Fund and its investments. It highlights the increased costs and reduced exposure due to new position limits and aggregation requirements, as well as potential adverse effects on liquidity and execution pricing. The document also outlines the legal representation for the Access Fund and advises prospective investors to seek independent legal, tax, and financial advice. The 2017 Tax Legislation could significantly impact the taxation of Limited Partners' investments, affecting deductibility of expenses, corporate tax rates, and treatment of foreign income, among other changes.

title: Impact of Recent Changes on Access Fund

key_people:
Cleary Gottlieb Steen & Hamilton LLP
Maples and Calder

key_locations:
United States
Cayman Islands

document_subtype: legal advisory


document_description: The document provides tax-related information for Limited Partners of DF Enterprises, including implications of the 2017 Tax Legislation, phantom income, tax-exempt investors, and FATCA compliance.

document_subtype: tax information

key_organizations:
DF Enterprises
Access Fund
Underlying Fund
IRS


document_description: The document discusses the impact of the Bipartisan Budget Act of 2015 on U.S. federal income tax audits of partnerships, specifically the BBA Rules. It outlines the procedures for tax adjustments at the partnership level and the elective alternative procedure. The document also highlights potential tax liabilities for partners and the need for indemnification. Additionally, it addresses other tax risks associated with investing in the Access Fund, including changes in tax laws and potential tax obligations in various jurisdictions.

document_subtype: Partnership Audit Legislation Summary


document_description: The document discusses potential tax implications for Limited Partners of the Access Fund, including the possibility of IRS audits leading to increased taxable income or decreased losses. It outlines the responsibilities of the General Partner in contesting tax adjustments and the limitations on Limited Partners' participation in related proceedings.

document_subtype: tax document

key_organizations:
Access Fund
IRS


document_description: This document provides a summary of certain U.S. federal income tax considerations related to an investment in the Access Fund. It discusses the applicability of the U.S. federal income tax code, existing U.S. Treasury Regulations, and judicial decisions as of the date of the memorandum. The document highlights that the IRS may take different positions on the tax considerations described and that no IRS ruling or legal opinion has been obtained. It is intended for U.S. persons and does not cover all tax considerations, especially for non-U.S. persons or entities with special circumstances.

key_locations:
United States
District of Columbia

document_subtype: tax considerations

key_organizations:
IRS
Access Fund


document_description: This document is a tax summary for prospective investors in the Access Fund and the Underlying Fund, which are expected to be treated as partnerships for U.S. federal income tax purposes. It outlines the potential tax consequences and advises investors to consult their own tax advisors. The document discusses the possibility of the Funds being treated as corporations if they fail to qualify as partnerships, which would result in different tax implications.

document_subtype: tax summary

key_organizations:
Access Fund
Underlying Fund
IRS


document_description: The document discusses the tax consequences of the Access Fund's investments, activities, income, gain, and loss, particularly focusing on the tax basis of Limited Partners in their interests, distributions, and allocations of income and loss. It outlines how a Limited Partner's tax basis is calculated, the tax implications of cash and property distributions, and the allocation of income and loss according to the Partnership Agreement. The document also notes the potential for IRS challenges to the Fund's allocations.

key_organizations:
Access Fund
Limited Partner
IRS


document_description: The document discusses the tax implications and considerations for Limited Partners in the sale of interests in a fund managed by DF Enterprises. It covers capital gains, tax basis adjustments, and limitations on the deductibility of interest expenses. The document also outlines the conditions under which the Access Fund would terminate for U.S. federal income tax purposes and the potential impact of Section 754 elections on tax basis adjustments.

key_organizations:
DF Enterprises
Access Fund


document_description: The document provides tax advisory information for non-corporate Limited Partners of the Access Fund, focusing on investment interest limitations, passive activity loss limitations, at-risk limitations, and deductibility of expenses. It advises Limited Partners to consult tax advisors for specific applications of these rules.

document_subtype: tax advisory

key_organizations:
Access Fund
DF Enterprises


document_description: The document discusses the tax treatment of investments and capital losses for the Access Fund, including the amortization of start-up and organizational expenses, limitations on the deductibility of capital losses, and the treatment of gains and income from various types of investments. It also covers the tax implications of debt restructuring and contingent payment debt instruments.


document_description: The document discusses the tax implications of the Access Fund's investment activities, including restructuring of debt obligations, investments in derivatives, partnerships, and passive foreign investment companies (PFICs). It highlights potential taxable events, the impact on U.S. federal income tax for Limited Partners, and considerations for U.S. Tax-Exempt Investors regarding UBTI. The document advises prospective investors to consult tax advisors.


document_description: This document discusses the tax implications for U.S. persons and U.S. Tax-Exempt Investors involved with Controlled Foreign Corporations (CFCs) and the Access Fund. It outlines the rules for U.S. Shareholders of CFCs, including the inclusion of certain earnings in gross income and the treatment of gains as dividend income. It also covers the impact of foreign currency transactions and the potential for Unrelated Business Taxable Income (UBTI) for U.S. Tax-Exempt Investors.


document_description: The document discusses tax implications for U.S. Tax-Exempt Investors and U.S. taxable investors in relation to the Access Fund. It covers topics such as Unrelated Business Taxable Income (UBTI), excise taxes, foreign tax credits, and audit procedures. The document advises investors to consult tax advisors regarding these issues.


document_description: The document discusses U.S. tax reporting requirements for Limited Partners in non-U.S. entities, including the need to file information returns for foreign investments and accounts. It also covers the taxation of qualified dividend income for non-corporate taxpayers, highlighting conditions under which dividends from U.S. and qualified foreign corporations are taxed at reduced rates.


document_description: The document discusses the tax implications for Limited Partners of the Access Fund, including qualified dividend income, dividends-received deduction, Medicare tax, and other taxes. It also addresses potential legislative changes that could affect the Access Fund and its Limited Partners.


document_description: This document is a memorandum discussing certain regulatory and tax matters related to the Access Fund. It highlights the lack of IRS rulings, the need for investors to consult tax advisors, and the unregistered status of the Interests under the Securities Act of 1933. It also discloses past regulatory issues involving Raymond James, a Placement Agent for the Interests.

key_locations:
United States
Puerto Rico
Virgin Islands
District of Columbia

key_organizations:
DF Enterprises
Access Fund
Raymond James Financial Services, Inc.
Securities and Exchange Commission


document_description: The document outlines the legal compliance and exemption status of the Access Fund under various U.S. financial regulations, including the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the Commodity Exchange Act of 1974. It details the exemptions claimed by the Access Fund and its General Partner from registration requirements, and the legal considerations for investors, including anti-money laundering compliance.

document_subtype: Legal Compliance and Exemption Summary

key_organizations:
Access Fund
General Partner
Investment Manager
National Futures Association


document_description: The document discusses regulatory concerns regarding the sources of funds used in investments by the Access Fund, a limited partner of Glendower GP. It outlines the requirements for investors to provide documentation verifying their source of funds and compliance with anti-money laundering laws. The document also addresses the applicability of the European Union's Alternative Investment Fund Managers Directive and ERISA considerations for U.S. pension and retirement plans investing in the Access Fund.

key_organizations: U.S. Treasury Department's Office of Foreign Assets Control

reference_numbers:
Directive 2011/6I/EU
Section 404(a)(1) of ERISA


document_description: The document discusses the implications of the 2017 Fiduciary Rule by the U.S. Department of Labor on investments in the Access Fund by ERISA Plans and Individual Plans. It outlines the responsibilities and potential prohibited transactions under ERISA and the Code, and the conditions under which the General Partner and its affiliates might be considered fiduciaries. The document also explains the 25% ownership rule for benefit plan investors to avoid the Access Fund's assets being treated as plan assets.

document_subtype: investment advisory

key_organizations:
U.S. Department of Labor
ERISA
Access Fund


document_description: The document discusses the implications of ERISA (Employee Retirement Income Security Act) on investments in the Access Fund by benefit plan investors. It outlines the conditions under which the assets of the Access Fund would be considered plan assets under ERISA, the responsibilities of the General Partner, and the reporting requirements for ERISA Plan investors. It also advises fiduciaries of ERISA plans to consult with legal counsel regarding investments in the Access Fund.

document_subtype: ERISA compliance discussion


document_description: This document is a supplement to the Private Placement Memorandum for the offering of limited partnership interests in Glendower Access Secondary Opportunities IV (U.S.), L.P. It is intended for potential investors and should be reviewed alongside the original Memorandum dated January 2018.

title: Supplement to the Private Placement Memorandum for Glendower Access Secondary Opportunities IV (U.S.), L.P.

document_date: March 2018

document_subtype: Private Placement Memorandum Supplement

key_organizations: Glendower Capital Secondary Opportunities Fund IV, L.P.


document_description: This document is a supplement to the Confidential Private Placement Memorandum for Glendower Access Secondary Opportunities IV (U.S.), L.P., intended to update and modify the original Memorandum. It outlines the investment strategy of the Access Fund, which will invest in Glendower Capital Secondary Opportunities Fund IV, LP. The supplement allows investors to disclose tax-related information to advisors and tax authorities but restricts other disclosures to protect confidentiality and comply with securities laws.

key_organizations: Glendower Access Secondary Opportunities IV (International), L.P.


document_description: Amendments to the Summary of Principal Terms of the Access Fund, detailing the expenses covered by the fund, including management fees, legal costs, and other operational expenses.

document_subtype: amendment


document_description: This document outlines the financial responsibilities and indemnification obligations of Limited Partners in relation to the Access Fund and the Underlying Fund. It details how operating expenses, management fees, and other costs are allocated among Limited Partners and Feeder Funds. It also describes the indemnification process and the conditions under which Limited Partners may be required to return distributions to cover liabilities.

document_subtype: Partnership Agreement

key_organizations:
Access Fund
Underlying Fund
Feeder Fund


document_description: Amendments to the risk factors and potential conflicts of interest sections related to the Access Fund, including changes to investor rights, indemnification obligations, and repayment of distributions.

key_organizations:
Access Fund
Underlying Fund
Glendower GP


document_description: The document outlines the indemnity obligations of the Access Fund and the Underlying Fund, including the funding of indemnification claims through capital calls or return of distributions. It also discusses the expenses and management costs associated with the Access Fund and the Underlying Fund, and the obligations of Limited Partners to fund these expenses.

key_organizations:
Access Fund
Underlying Fund
Glendower GP
DF Enterprises


document_description: This document is a confidential private placement memorandum for an underlying fund, marked as proprietary and confidential, and is subject to confidentiality under Federal Rule of Criminal Procedure 6(e).

title: Underlying Fund Confidential Private Placement Memorandum


document_description: Confidential Private Placement Memorandum for Glendower Capital Secondary Opportunities Fund IV, LP, involving Credit Suisse.

key_organizations:
Glendower Capital
Credit Suisse


document_description: This document is an amended and restated confidential private placement memorandum for Glendower Capital Secondary Opportunities Fund IV, LP, circulated to a limited number of qualified prospective investors for evaluating an investment in the fund's limited partner interests. It outlines the terms of the offering, including the merits and risks involved, and is communicated in the UK only to professional investors.

title: Glendower Capital Secondary Opportunities Fund IV, LP - Confidential Private Placement Memorandum

document_subtype: Private Placement Memorandum

key_organizations:
Glendower Capital LLP
UK Financial Conduct Authority


document_description: This document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP. It outlines that the fund will not be registered under the U.S. Investment Company Act of 1940 or the U.S. Securities Act of 1933. The interests are offered only to qualifying recipients and are subject to significant risks, including lack of liquidity and indefinite financial risk. The memorandum advises prospective investors to consult their advisors and highlights that past performance is not indicative of future results.

title: Confidential Private Placement Memorandum for Glendower Capital Secondary Opportunities Fund IV, LP

key_organizations:
Glendower Capital
DF Enterprises


document_description: This document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP. It outlines the past performance of the SOF funds managed at Deutsche Bank and the transition of management to Glendower Capital (U.S.), LLC. The memorandum includes forward-looking statements and legal disclaimers regarding the fund's performance and regulatory status. It emphasizes that the legal and tax structure for the fund's activities is assumed to be fully implemented and that necessary authorizations are pending. The document also clarifies that it does not constitute an offer or solicitation in any jurisdiction where it would be unlawful.

title: Confidential Private Placement Memorandum

key_people:
Partners and employees of the Manager
General Partner

key_organizations:
Glendower Capital
Deutsche Bank
Glendower Capital (U.S.), LLC
FCA
Credit Suisse Asset Management Limited


document_description: This document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP. It outlines the exemption from registration with the U.S. Commodity Futures Trading Commission (CFTC) for Glendower Capital, LLP and the General Partner. The memorandum is prepared by representatives of the fund and furnished by Credit Suisse as a placement agent. It details the roles and responsibilities of Credit Suisse, including their non-advisory role and potential conflicts of interest due to their business dealings with affiliates of the General Partner and other third-party fund sponsors.


document_description: The document is a confidential private placement memorandum for Glendower Capital Secondary Opportunities Fund IV, LP. It discusses the role of Credit Suisse as a placement agent and potential conflicts of interest due to fees and commissions. It also includes disclaimers about tax advice and specific notices for New Hampshire and Florida residents regarding securities registration and purchase rights.

key_locations:
New Hampshire
Florida


document_description: Contact information for Glendower Capital and Credit Suisse Asset Management, including addresses and attention contacts.

title: Glendower Capital Secondary Opportunities Fund IV, LP

key_people:
Carlo Pirzio-Biroli
Joshua C. Glaser
Michael J. Murphy

key_locations:
London, United Kingdom
New York, United States of America

document_subtype: Confidential Private Placement Memorandum

key_organizations:
Glendower Capital, LLP
Glendower Capital (U.S.), LLC
Credit Suisse Asset Management Limited


document_description: This document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP. It includes sections on executive summary, investment performance, fund management, risk factors, and legal considerations, among others. Appendices cover notices to investors, privacy, anti-money laundering, key definitions, performance information, and directory of the board of directors.


document_description: This document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP, labeled as confidential pursuant to Federal Rule of Criminal Procedure 6(e).

title: Glendower Capital Secondary Opportunities Fund IV, LP - Executive Summary


document_description: Glendower Capital Secondary Opportunities Fund IV, LP is being formed by Glendower Capital, an independent investment firm focused on secondary private markets. The fund seeks US$1.75 billion in commitments to generate attractive risk-adjusted returns through a diverse portfolio of investments in the secondary market. It is the fourth dedicated secondary fund led by Carlo Pirzio-Biroli and Charles Smith, marking the first fund raised outside of Deutsche Asset Management.

key_people:
Carlo Pirzio-Biroli
Charles Smith
Chi Cheung
Deirdre Davies
Francesco Rigamonti
Adam Graev
Joshua Glaser

key_locations:
U.S.
Europe
London
New York

document_subtype: Executive Summary

key_organizations:
Glendower Capital
Deutsche Asset Management
Deutsche Bank


document_description: The document is a confidential private placement memorandum for Glendower Capital Secondary Opportunities Fund IV, LP. It outlines the history and strategy of the fund, including its spin-out from Deutsche Asset Management in 2017. The memorandum highlights the benefits of secondary market investing, such as mitigating blind pool risk and accelerating capital deployment. It also discusses the favorable supply-demand balance in the secondary market and provides past performance data of previous funds managed by the Glendower SOF Team.

key_organizations:
Glendower Capital
Deutsche Asset Management


document_description: The document outlines the investment strategy and focus areas of the Glendower Capital Secondary Opportunities Fund IV, LP. It highlights the fund's approach to less competitive transactions, value investing, risk mitigation, and portfolio management. The fund aims to leverage relationships with fund sponsors and sellers to pursue complex transactions and co-investments in private equity.


document_description: The document provides a summary of the performance and operations of the Glendower Capital Secondary Opportunities Fund IV, LP as of September 30, 2017. It highlights the fund's strong performance metrics, experienced team, and disciplined investment process. The fund has delivered a 1.6x gross multiple and 28% IRR since inception. It is managed by an independent team with extensive experience in secondary markets, and targets risk-adjusted returns in excess of 20% Net IRR.

key_people:
Carlo Pirzio-Biroli
Charles Smith
Chi Cheung
Deirdre Davies
Adam Graev
Joshua Glaser

key_locations:
London
New York


document_description: The document is an executive summary of the Glendower Capital Secondary Opportunities Fund IV, LP. It outlines the fund's strategy of leveraging relationships with over 180 fund sponsors to identify investment opportunities. The fund conducts rigorous asset-by-asset analysis focusing on operational, financial, and market risks, cash flow, and management reviews. The interests of the Glendower SOF Team are aligned with investors, with senior members committing a minimum of 1.0% of the fund and receiving all carried interest. Deutsche Bank will not be involved in the management or receive any carried interest from the fund.

key_people: Investment Committee of Glendower Capital

key_organizations:
Glendower Capital
Deutsche Bank


document_description: This document is a section from a confidential private placement memorandum related to the investment performance of Glendower Capital Secondary Opportunities Fund N. LP. It is marked as confidential pursuant to Federal Rule of Criminal Procedure 6(e).

title: Investment Performance


document_description: The document provides an overview of the investment performance of the Glendower Capital Secondary Opportunities Fund, highlighting strong buyout-like returns with a 1.5x Net Multiple and a 23% Net IRR. It includes detailed performance metrics for various funds within the program as of September 30, 2017.

title: Glendower Capital Secondary Opportunities Fund tV, LP - Investment Performance

document_subtype: Investment Performance Report


document_description: The document provides a performance analysis of the Glendower Capital Secondary Opportunities Fund IV, LP, comparing its performance metrics such as Net IRR, DPI, and TVPI against the Cambridge Associates Secondaries Benchmark and Global Buyout Benchmark as of September 30, 2017. It includes detailed performance metrics for SOF, SOF D, SOF II, and SOF III across various vintage years.

title: Glendower Capital Secondary Opportunities Fund IV, LP - Investment Performance

document_subtype: investment performance report

key_organizations:
Glendower Capital
Cambridge Associates


document_description: The document provides an analysis of the investment performance of the Glendower Capital Secondary Opportunities Fund IV, LP, comparing it with SOF, SOF II, and SOF III. It highlights the consistency in Net Contributed Capital, Net IRR, TVPI, and DPI across different economic cycles. The funds show a peak in Net Contributed Capital at around 16 quarters from inception, with Net IRR stabilizing at around 20% after 20 quarters. Capital is typically returned in about 24 quarters, and TVPI converges to the 1.65x range by liquidation. The performance is attributed to the consistent investment strategy of the Glendower SOF Team since 2006.

title: Investment Performance of Glendower Capital Secondary Opportunities Fund IV, LP


document_description: The document compares the performance of the SOF Program and its components (SOF, SOF D, SOF II, SOF III) against public market indexes such as the MSCI World Index, Russell 2000 Index, and Thomson Reuters Private Equity Buyout Index. The SOF Program and its components show favorable performance compared to these indexes.


document_description: This document is a summary of the principal terms for the Glendower Capital Secondary Opportunities Fund N. LP, as part of a confidential private placement memorandum.

title: Summary of Principal Terms


document_description: This document provides a summary of the principal terms and conditions for investing in the Glendower Capital Secondary Opportunities Fund IV, LP. It includes details on the investment strategy, target size, minimum commitment, fund structure, management, term, investment period, and financial terms such as the general partner's share and carried interest.

title: Summary of Principal Terms for Glendower Capital Secondary Opportunities Fund IV, LP

key_people:
Glendower Capital, LLP
Glendower Capital (U.S.), LLC

document_subtype: Investment Fund Summary


document_description: This document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP. It is marked as confidential pursuant to Federal Rule of Criminal Procedure 6(e).


document_description: The document outlines the investment strategy for Glendower Capital Secondary Opportunities Fund IV, LP, which targets secondary market investments globally, primarily in the U.S. and Europe. The fund focuses on three main strategies: Fund Secondaries, GP-led Secondaries, and Single Asset Deals. It aims for risk-adjusted returns in excess of 20% Net IRR. The fund will also allocate up to 15% of commitments to primary fund investments and other opportunities.

document_subtype: Investment Fund Memorandum


document_description: The document outlines the investment strategy and sourcing approach of Glendower Capital Secondary Opportunities Fund IV, LP. It emphasizes the fund's ability to source less intermediated deal flow and work directly with sellers, leveraging a global network of relationships. The fund focuses on non-monetary factors such as confidentiality and speed of transaction, particularly relevant for sellers in distressed conditions. The document provides data on the geographical distribution of assets and sellers, and highlights the fund's extensive industry network and disciplined deal selection process.

key_locations:
North America
Europe
Asia and Pacific

key_organizations:
Glendower Capital
DB
Raymond James
Alex Brown


document_description: The document discusses the attractiveness of secondary investments for investors, highlighting their role in diversifying private equity portfolios. It outlines the benefits of secondary investments, such as pricing flexibility, mitigation of blind pool risk, and mitigation of the J-curve effect. The document also describes the secondary market investment opportunity, noting the illiquid nature of private equity assets and the dynamics creating opportunities in the secondary market.


document_description: The document provides an overview of the secondary private equity market, highlighting its growth and evolution over the past two decades. It discusses the expansion of the market to include bespoke liquidity solutions and the significant increase in market volume, driven by factors such as GP-led secondaries and active portfolio management. The document also includes data on market volumes from 2006 to 2017 and references various sources for its analysis.

key_organizations:
Glendower Capital
Preqin
Greenhill


document_description: The document discusses the growth and pricing trends in the secondary private equity market, highlighting the NAV and unfunded amounts, and providing a table of unrealized portfolio values and dry powder from 2007 to 2017. It also analyzes secondary market pricing and factors affecting it.

document_subtype: financial report

key_organizations:
Glendower Capital
Greenhill


document_description: The document provides an analysis of the secondary market pricing trends from 2005 to 2017, highlighting the fluctuations in market pricing and volume. It discusses the impact of market conditions on pricing, including the overheated market in 2006-2007, the crisis period, and the subsequent normalization. The analysis includes data on pricing as a percentage of NAV and annual market volume, with insights into the recovery of the market post-2009 crisis.

title: Glendower Capital Secondary Opportunities Fund IV Analysis

document_subtype: financial analysis

key_organizations:
Glendower Capital
Greenhill
Cogent Partners
Dow Jones Private Equity Analyst


document_description: The document discusses the state of the secondary market for private equity, highlighting a balanced supply and demand with significant dry powder available. It includes data on dry powder and deal volume, emphasizing Glendower Capital's disciplined investment approach and the diverse seller universe in the market.

key_organizations:
Glendower Capital
Greenhill
Preqin
Bain & Company


document_description: The document provides a breakdown of seller composition for Glendower Capital Secondary Opportunities Fund IV, LP in 2017, along with an analysis of funds marketed by vintage and the emergence of tail-end sales. It highlights the motivations for traditional secondary buyers and funds-of-funds entering the market as sellers, and provides data on private equity assets by fund vintage year.

title: Glendower Capital Secondary Opportunities Fund IV, LP - Seller Composition and Market Trends

key_organizations:
Glendower Capital
Greenhill Cogent
Preqin


document_description: The document discusses the growth and prominence of GP-led Secondaries, highlighting the volume and percentage of GP-led Secondaries from 2006 to 2017. It also outlines factors driving the trend for general partners to organize liquidity solutions for investors.

key_organizations:
Glendower Capital
Greenhill Cogent
Evercore


document_description: The document discusses the role of GP-led Secondaries in the market, highlighting their complexity and the need for advanced expertise. It emphasizes the importance of early communication, quality assets, and well-aligned managers for successful transactions. Glendower Capital takes a cautious approach, focusing on opportunities with strong alignment, diversified portfolios, and attractive cash flow.

key_organizations:
Glendower Capital
BC Partners
DIAMOND CASTLE
One Equity Partners
WARBURG Pincus
NORDIC CAPITAL
DUKE STREET
Long Point Capital
QUADRICA CAPITAL
ARCO REAL ESTATE
GMT
Pollen Street
ENHANCED HEALTHCARE FAREWAYS
Zurmont Madison Capital


document_description: The document provides an analysis of the competitive environment for secondary market funds, focusing on Glendower Capital's positioning. It discusses the market segmentation by fund size and strategy, highlighting the advantages of mid-sized funds. The document includes a table showing the competitive landscape from 1996 to 2018, detailing fund sizes, strategies, and the number of players. It also covers sourcing strategies for larger funds and the changing mix of sellers in the market.

document_subtype: investment fund analysis


document_description: The document outlines the investment strategy and process of the Glendower Capital Secondary Opportunities Fund IV, LP. The fund focuses on mature fund interests, which are at least 50% drawn, to reduce 'blind pool risk'. The investment process includes deal origination, screening, investment decision, monitoring, and realisation. The fund aims to purchase funds through exclusive or minimally competitive transactions using its network of industry relationships.

document_subtype: investment memorandum


document_description: The document outlines the investment strategy and process for Glendower Capital Secondary Opportunities Fund IV, LP. It details the fund's approach to asset selection, due diligence, investment decision-making, and risk management. The fund focuses on identifying quality investment opportunities through a rigorous due diligence process and aims to align interests with fund sponsors and LPs. The document also describes the role of the Investment Committee in approving investments and the Glendower SOF Team's responsibilities in managing and closing transactions.

key_organizations:
Glendower Capital
Glendower SOF Team


document_description: The document outlines the ongoing deal management and investment realization strategies for Glendower Capital Secondary Opportunities Fund IV, LP. It details the responsibilities of the Glendower SOF Team in managing investments, including attending meetings, reviewing financial information, monitoring market developments, and preparing valuations. The document also describes the process for realizing investments and the role of the Investment Committee in approving divestments.


document_description: A confidential private placement memorandum for Glendower Capital Secondary Opportunities Fund IV, LP.


document_description: This document is a section of the Confidential Private Placement Memorandum for Glendower Capital Secondary Opportunities Fund IV, LP, focusing on fund management.

title: Glendower Capital Secondary Opportunities Fund IV, LP - Fund Management


document_description: The document provides an overview of Glendower Capital's management of the Glendower Capital Secondary Opportunities Fund IV, LP. It details the firm's history, team composition, and investment strategy. Glendower Capital, an independent investment firm, was formed by a team that spun out from Deutsche Asset Management in 2017. The firm focuses on secondary private markets and has offices in London and New York. The document outlines the management structure, investment team, and investment committee for the fund.

key_people:
Carlo Pirzio-Biroli
Charles Smith
Chi Cheung
Adam Graev
Francesco Rigamonti
Emilio Olmos
Rikesh Mohandoss

key_organizations:
Glendower Capital
Deutsche Asset Management
FCA


document_description: This document provides information about the senior team and their roles at Glendower Capital Secondary Opportunities Fund IV, LP. It includes details about the responsibilities and backgrounds of key team members such as Joshua Glaser, Francesco Rigamonti, Rikesh Mohandoss, Katherine Weaver, Victoria Loldi, Devrup Banerjee, and Aldrich Chan. The document outlines their previous experiences and educational backgrounds, highlighting their roles in fund management, client relations, and investment operations.

key_people:
Joshua Glaser
Francesco Rigamonti
Rikesh Mohandoss
Katherine Weaver
Victoria Loldi
Devrup Banerjee
Aldrich Chan

key_locations:
New York
Milan
London
South Africa
Italy

key_organizations:
Glendower Capital
Deutsche Bank
Deutsche Asset Management
Paul Capital
Forum Capital
CIBC Oppenheimer
Gallo & Co.
Federal Home Loan Mortgage Corporation
Brookfield Office Properties
Trizec Properties
HSBC
Goldman Sachs
UBS Investment Bank


document_description: This document provides information about the team members of Glendower Capital Secondary Opportunities Fund IV, LP, including their roles, responsibilities, and prior experience. It also mentions future recruitment plans for the investment team.

key_people:
Philippe Femeini
Elena Smimova
Louise Schoeman
Jonathan Roome
Douglas O'Connell
Rafael Enriquez-Hesles
Sheldon Lee

key_organizations:
Glendower Capital
Deutsche Asset Management
Credit Suisse
Booz & Company
HSBC
London's Air Ambulance
Metropolitan Real Estate
The Carlyle Group
Wel
Citibank


document_description: This document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund N. LP, outlining the summary of terms and conditions.

title: Summary of Terms and Conditions

key_organizations:
Glendower Capital
DF Enterprises


document_description: This document provides a summary of the principal terms of the Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership. It outlines the investment objectives, the roles of the General Partner and the Manager, and the fund's strategy for generating investment returns through various types of investments in the secondary market. The document emphasizes that the summary is qualified by the Fund Partnership Agreement and other related documents.

title: Glendower Capital Secondary Opportunities Fund IV, LP - Summary of Terms and Conditions

key_people: Glendower Capital SOF IV (Alternate GP), LLP

key_locations:
Cayman Islands
UK
U.S.
Europe

document_subtype: Summary of Terms and Conditions

key_organizations:
Glendower Capital
Financial Conduct Authority


document_description: This document outlines the terms and conditions for the Glendower Capital Secondary Opportunities Fund IV, LP, including details on the General Partner's share, commitments, minimum commitment, Glendower Capital investment, closings, subsequent closing partners, and drawdowns. The fund seeks aggregate commitments of US$1.75 billion, with a maximum of US$2.5 billion. The minimum commitment for limited partners is US$5 million. The document also details the process for closings and the participation of subsequent closing partners.

title: Summary of Terms and Conditions for Glendower Capital Secondary Opportunities Fund IV, LP

key_people:
General Partner
Limited Partners
Manager
Glendower Capital (U.S.), LLC

key_organizations:
Glendower Capital
Glendower Capital (U.S.), LLC


document_description: This document outlines the terms and conditions for the Glendower Capital Secondary Opportunities Fund IV, LP, including details on the investment period, reinvestment policies, key person events, and diversification restrictions.

key_people:
Charles Smith
Carlo Pirzioaroli
Adam Graev
Chi Cheung

document_subtype: Investment Terms and Conditions


document_description: This document outlines the investment restrictions, indebtedness policies, hedging strategies, and profit sharing terms for the Glendower Capital Secondary Opportunities Fund IV, LP. It specifies limits on investment in single funds, primary basis deals, blind pool investments, and real estate. It also details borrowing strategies for investment facilitation, expense funding, and leveraging portfolio investments. Hedging transactions for currency, interest rate, and equity market risks are permitted. The General Partner's profit share is outlined, with specific percentages during and after the investment period.

document_subtype: investment terms


document_description: This document outlines the terms and conditions for the Glendower Capital Secondary Opportunities Fund IV, LP, including details on the General Partner's Share, distribution of net proceeds, and applicable points for commitments. It specifies the distribution hierarchy among partners and the special limited partner, as well as the conditions for legacy investors.


document_description: This document outlines the terms and conditions for the Glendower Capital Secondary Opportunities Fund IV, LP, including details on fund dissolution, special limited partner clawback, organizational expenses, operating and other expenses, transaction fees, and the establishment of a fund advisory committee.


document_description: This document outlines the terms and conditions for the Glendower Capital Secondary Opportunities Fund IV, LP. It includes details on the Fund Advisory Committee, successor funds, allocation of investment opportunities, transfers and withdrawals, reporting and valuations, and disclosure of changes to leverage provisions. The document specifies the roles and responsibilities of the Manager and the rights of Limited Partners.

key_people:
General Partner
Second GP

key_organizations:
Glendower Capital
Glendower Capital LLP


document_description: This document outlines the terms and conditions for the Glendower Capital Secondary Opportunities Fund IV, LP. It includes details on indemnification, removal of the General Partner, amendments to the Fund Partnership Agreement, default provisions, and the term of the fund.

key_people:
General Partner
Manager
Second GP


document_description: This document outlines the terms and conditions for the Glendower Capital Secondary Opportunities Fund IV, LP. It includes details on currency denomination, tax considerations for UK and US investors, ERISA considerations, risk factors, potential conflicts of interest, and information about special counsel and auditors for the fund.

title: Glendower Capital Secondary Opportunities Fund IV. LP

key_organizations:
Glendower Capital
Debevoise & Plimpton LLP
PricewaterhouseCoopers LLP
Deloitte Touche Tohmatsu
KPMG
Ernst & Young LLP


document_description: Summary of Terms and Conditions for Glendower Capital Secondary Opportunities Fund IV. LP, including details about the depositary and global placement agent.

key_organizations:
Glendower Capital
Aztec Financial Services (UK) Limited
Credit Suisse Asset Management Limited


document_description: This document is a confidential private placement memorandum for Glendower Capital Secondary Opportunities Fund IV, LP. It is marked as confidential pursuant to Federal Rule of Criminal Procedure 6(e).


document_description: This document outlines the risk factors associated with investing in the Glendower Capital Secondary Opportunities Fund IV, LP. It highlights the substantial risks involved, including the potential for loss of investment, lack of liquidity, and the complex nature of due diligence in secondary private equity investments. It also discusses the risks related to pooled investments, the termination of the Fund's interest in underlying funds, and reliance on the management of portfolio companies.

title: Risk Factors - Glendower Capital Secondary Opportunities Fund IV, LP

document_subtype: investment risk disclosure


document_description: The document outlines the risk factors associated with investments by the Glendower Capital Secondary Opportunities Fund IV, LP. It discusses the risks related to leverage, investments in troubled and leveraged companies, venture capital investments, valuation issues, lack of liquidity, and the absence of an established market for secondaries investments.


document_description: This document outlines the risk factors associated with investing in the Glendower Capital Secondary Opportunities Fund IV, LP. It highlights the limited ability to negotiate secondary transaction terms, the potential for investments to extend beyond the fund's term, the illiquid nature of investments, restrictions on transfer and withdrawal, and performance risks. The document emphasizes that the fund is suitable only for sophisticated investors who can withstand the potential loss of their entire investment.

title: Glendower Capital Secondary Opportunities Fund IV, LP - Risk Factors

document_subtype: Risk Factors


document_description: The document outlines various risk factors associated with investing in the Glendower Capital Secondary Opportunities Fund IV, LP. It highlights the unpredictability of future events, potential poor performance of investments, exclusive loss bearing by the Fund and its partners, risks associated with leverage, and the use of subscription line facilities. It also mentions the potential for accelerated entitlement to carried interest due to borrowing practices and the lack of guarantee on the accuracy of performance data.


document_description: This document is a section from the Glendower Capital Secondary Opportunities Fund IV, LP's Confidential Private Placement Memorandum, focusing on risk factors. It discusses the competitive nature of the fund's business, the dependence on the manager and key personnel, the lack of operating history, and prior affiliations with Deutsche Bank. The document emphasizes the uncertainties and risks involved in investment opportunities, the reliance on the manager's expertise, and the challenges due to the fund's newness.

key_people:
Manager
Key Persons

key_organizations:
Glendower Capital
Deutsche Bank


document_description: This document outlines the risk factors associated with investing in the Glendower Capital Secondary Opportunities Fund IV, LP. It highlights the liquidity risks, potential for distributions in kind, investor obligations, uncertainties in payment timings, and risks associated with unspecified transactions. The document emphasizes the reliance on the Manager's judgment and ability in managing the fund's investments.


document_description: The document outlines risk factors associated with the Glendower Capital Secondary Opportunities Fund IV, LP, including valuation risk, absence of Investment Company Act protection, tax risks, and implications of Base Erosion and Profit Shifting (BEPS) initiatives.

key_organizations: Organization for Economic Co-operation and Development (OECD)


document_description: This section outlines various tax-related risk factors associated with the Glendower Capital Secondary Opportunities Fund IV, LP. It discusses potential tax implications for investors, changes in tax law, tax treatment, phantom income, risks from changes in the taxation of carried interest, and the corporate offense of failure to prevent the facilitation of tax evasion.


document_description: The document outlines various risk factors associated with the Glendower Capital Secondary Opportunities Fund IV, LP. It discusses the potential legal risks related to tax evasion facilitation, co-investment and counterparty risks, dilution from subsequent closings, and indemnification clauses. The document highlights the possibility of financial penalties due to tax evasion facilitation, risks associated with joint ventures and partnerships, and the impact of indemnification on the Fund's financial condition.

key_people:
General Partner
Second GP
Manager
U.S. Adviser


document_description: This document outlines the risk factors associated with the Glendower Capital Secondary Opportunities Fund IV, LP. It discusses the potential lower returns from short-term investments, the uncertainties around follow-on investments, risks related to the disposition of investments, recourse to all assets for liabilities, the discretion of the Manager over defaulting investors, and the challenges of expedited transactions.


document_description: The document outlines risk factors associated with the Glendower Capital Secondary Opportunities Fund IV, LP, focusing on emerging markets risk, legal counsel arrangements, diverse investor interests, and sovereign status of certain investors. It highlights potential political, regulatory, and economic risks in emerging markets, the role of Debevoise & Plimpton LLP as special counsel, potential conflicts among investors, and challenges in enforcing obligations due to sovereign immunities.

key_locations:
United States
United Kingdom


document_description: The document outlines risk factors associated with the Glendower Capital Secondary Opportunities Fund IV, LP, including the potential for side letters that may offer more favorable terms to certain investors, general market risks, and economic conditions affecting the fund's investments.


document_description: The document outlines various risk factors associated with investments in the Glendower Capital Secondary Opportunities Fund IV, LP. It discusses the impact of deflation, currency risks, the status of debt markets, and legal, tax, and regulatory risks on the fund's performance and investors' returns.


document_description: The document outlines various risk factors associated with the Glendower Capital Secondary Opportunities Fund IV, LP, including regulatory scrutiny, Brexit implications, and anti-money laundering compliance. It discusses potential adverse impacts on the private investment industry, the uncertainty surrounding Brexit, and the legal obligations related to anti-money laundering.

key_locations:
UK
European Union

key_organizations:
Glendower Capital
General Partner
Second GP
Manager
U.S. Adviser


document_description: The document outlines risk factors associated with the Glendower Capital Secondary Opportunities Fund IV, LP, including risks related to electronic communications, cybersecurity threats, pay-to-play laws, and forward-looking information. It highlights potential vulnerabilities in electronic systems, regulatory compliance issues, and the unpredictability of future events affecting the fund's performance.

key_organizations:
Glendower Capital
U.S. Adviser
Credit Suisse Asset Management Limited


document_description: This section outlines the risk factors associated with investing in the Glendower Capital Secondary Opportunities Fund IV, LP. It emphasizes that the list of risk factors is not exhaustive and advises potential investors to read the entire memorandum and consult professional advisers before investing.


document_description: This document is a section from the Confidential Private Placement Memorandum for Glendower Capital Secondary Opportunities Fund IV, LP, focusing on conflicts of interest.

title: Glendower Capital Secondary Opportunities Fund IV, LP - Section 8: Conflicts of Interest


document_description: This document outlines potential conflicts of interest related to the Glendower Capital Secondary Opportunities Fund IV, LP. It discusses the role of the Manager and its affiliates in managing these conflicts, the involvement of the Fund Advisory Committee, and specific conflicts such as those among investors, broken deal expenses, investment by management team members, and carried interest. Investors are required to acknowledge and consent to these conflicts.

title: Conflicts of Interest

key_people:
Manager
General Partner
Fund Advisory Committee


document_description: The document discusses potential conflicts of interest related to the Carried Interest linked to the Fund's performance, which may incentivize speculative investments. It outlines the role of the Fund Advisory Committee in identifying and consulting on conflicts of interest between the Fund and the Manager.

title: Conflicts of Interest - Glendower Capital Secondary Opportunities Fund IV, LP


document_description: This document outlines the legal, ERISA, and tax considerations for the Glendower Capital Secondary Opportunities Fund IV, LP. It includes details on valuation practices, fair treatment of investors, liquidity management, and professional liability risk. The fund is governed by English law and is registered under the Limited Partnerships Act 1907.

title: Glendower Capital Secondary Opportunities Fund IV, LP - Legal, ERISA and Tax Considerations

key_organizations:
Glendower Capital
Valuation Committee


document_description: This document outlines the legal and tax considerations for investors in the Glendower Capital Secondary Opportunities Fund IV, LP, a private fund limited partnership governed by English law. It details the jurisdiction for legal disputes, the process for investors to become limited partners, and the conditions under which foreign judgments are recognized by English courts. The document also covers collateral and asset reuse arrangements, leverage limits, and periodic disclosure requirements under the AIFMD.

title: Glendower Capital Secondary Opportunities Fund IV, LP - Legal and Tax Considerations

key_locations: England Wales


document_description: This document outlines the legal and financial considerations for the Glendower Capital Secondary Opportunities Fund IV, LP, including risk management, leverage, net asset value, and the role of the Depositary. It specifies that no investors have been admitted, and thus there is no net asset value or historical performance data. Aztec Financial Services (UK) Limited is named as the Depositary, with specific duties and liabilities outlined.

key_organizations:
Glendower Capital
Aztec Financial Services (UK) Limited


document_description: This document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP. It outlines the securities law matters related to the offering of interests in the fund, which will not be registered under the Securities Act of 1933 or any other securities laws. The document details the reliance on exemptions for private offerings and the requirement for investors to be accredited. It also describes past legal matters involving Credit Suisse and Raymond James related to auction rate securities, including settlements and penalties.

key_people:
Credit Suisse Securities (USA) LLC
Raymond James & Associates, Inc.
Raymond James Financial Services, Inc.

key_locations:
New York
Puerto Rico
Virgin Islands
District of Columbia


document_description: This document outlines the legal considerations for the Gland:twat Capital Secondary Opportunities Fund IV, LP, in relation to the U.S. Securities Exchange Act of 1934, the Investment Company Act of 1940, and the U.S. Investment Advisers Act of 1940. It discusses the requirements for SEC filings when acquiring more than 5% of a company's equity securities, the avoidance of short-swing profit liability, and the exemptions from registration under the Investment Company Act. It also covers the conditions under which offers and sales of interests will be made to eligible investors and the implications of the U.S. Advisers Act for the Manager and U.S. Adviser.

document_subtype: Legal Considerations


document_description: This document outlines certain legal, ERISA, and tax considerations for the Glendower Capital Secondary Opportunities Fund IV, LP. It discusses exemptions from registration with the U.S. Commodity Futures Trading Commission (CFTC) for the Manager and General Partner, under CFTC Regulation Section 4.13(a)(3). It also covers ERISA considerations for fiduciaries of employee benefit plans investing in the fund, including fiduciary duties and plan asset regulations.

document_subtype: Private Placement Memorandum


document_description: This document is a section from the Glendower Capital Secondary Opportunities Fund IV, LP's Private Placement Memorandum, discussing legal, ERISA, and tax considerations. It outlines the 25% Test for Benefit Plan Investors, Form 5500 reporting requirements, and U.S. federal income tax considerations for investors. The document emphasizes the complexity of tax implications for partnerships and advises investors to consult with tax advisers.


document_description: This section of the document discusses the tax considerations and legal implications for investors in the Glendower Capital Secondary Opportunities Fund IV, LP. It covers topics such as partnership audit procedures, the lack of dividends received deduction for U.S. corporations, implications of investing in passive foreign investment companies (PFICs) and controlled foreign corporations (CFCs), and restrictions on the deductibility of expenses and losses.


document_description: This section of the memorandum discusses the tax and ERISA considerations for investors in the Glendower Capital Secondary Opportunities Fund IV, LP. It covers the deductibility of expenses, limitations on business interest deductions, and the implications for ERISA plans and non-U.S. investors. The document highlights potential UBTI generation and the tax obligations for non-U.S. investors, including withholding tax and effectively connected income.

title: Glendower Capital Secondary Opportunities Fund IV, LP - ERISA and Tax Considerations

key_people:
Manager
General Partner


document_description: This document outlines the tax considerations for non-U.S. investors in the Glendower Capital Secondary Opportunities Fund W. LP, particularly focusing on the implications of engaging in U.S. trade or business through an Operating Partnership. It discusses the treatment of effectively connected income (ECI), withholding tax rates, branch profits tax, and potential use of a blocker structure for non-U.S. investors. It also covers reporting requirements for U.S. investors, including forms 8865, 926, and 8938, and the implications of reportable transactions.

document_subtype: ERISA and Tax Considerations


document_description: This document is a section from the Confidential Private Placement Memorandum for Glendower Capital Secondary Opportunities Fund IV, LP. It discusses certain legal, ERISA, and tax considerations for investors, including potential penalties for non-compliance with tax laws, U.S. state and local tax implications, and UK tax considerations. The document emphasizes the complexity of tax issues related to partnerships and advises investors to consult with tax advisers.