document_description: This document outlines the terms and conditions related to DBV (Delivery By Value) Transactions involving Purchased Securities through CREST. It specifies the responsibilities of the Buyer and Seller regarding the delivery and payment of securities, including scenarios of non-delivery due to termination or suspension of CREST membership or insufficient securities or cash. It also addresses obligations following an Event of Default under the Agreement.


source: doj

document_description: The document outlines the terms and conditions for entering into a series of DBV (Delivery By Value) Transactions, which can be confirmed by a single Confirmation. It distinguishes between Open DBV Repos and Term DBV Repos based on the specification of the Repurchase Date. The document also details the conditions under which transactions are deemed not to be entered into, the deferral of payments, and the immediate payment obligations upon termination of transactions. Additionally, it addresses transactions involving partly-paid securities.


document_description: This document outlines the terms and conditions related to the payment of calls or instalments, rights of conversion, termination of on-demand transactions, and dividend entitlements in securities transactions. It specifies the obligations of the seller to pay the buyer equivalent amounts for calls or instalments, the process for exercising conversion rights, and the procedure for terminating on-demand transactions. Additionally, it addresses the impact of dividend entitlements on margin provisions.


document_description: The document outlines provisions related to the handling of dividends on gilt-edged securities used as Margin Securities in financial transactions. It specifies the treatment of cash margin payments when ex-dividend dates occur before the delivery of equivalent margin securities.


document_description: This document is an annex to the TBMA/ISMA Global Master Repurchase Agreement between Deutsche Bank AG and Southern Financial LLC, specifically addressing transactions involving Italian Domestic Purchased Securities or Italian Bonds. It outlines the scope, interpretation, settlement methods, and provisions for late delivery in such transactions.


document_description: This document outlines the procedures and consequences related to the failure of delivering securities in a transaction. It specifies how the Default Market Value is calculated, including transaction costs and interest related to deposits with the Bank of Italy. It also describes the process for adjusting transactions when a buyer fails to deliver equivalent securities, including the termination of the original transaction and the creation of a replacement transaction with specified terms. Additionally, it addresses the scenario where only part of the equivalent securities are delivered, allowing the seller to terminate the transaction.


document_description: This document outlines the terms and conditions for terminating and entering into new transactions involving Delivered and Undelivered Securities between a Buyer and Seller. It specifies the procedures for transferring securities, determining purchase prices, and adjusting pricing rates, particularly in the context of Italian withholding tax regulations.


document_description: The document discusses the non-applicability of paragraph II of the Agreement (lax Event) to transactions involving Italian Bonds, specifically in relation to tax deductions or withholdings. It defines Italian Bonds as securities issued by the Italian government, local authorities, or other entities that receive special tax treatment under Legislative Decree no. 239 of 1996.


document_description: This document is an annex to the TDMA/ISMA Global Master Repurchase Agreement between Deutsche Bank AG and Southern Financial LLC, dated January 7, 2815. It outlines the supplemental terms and conditions for transactions involving equities, including the scope of transactions, interpretation of terms, and conditions for margin securities and purchased securities. The annex specifies how the agreement should be construed in relation to transactions involving equities and provides detailed definitions and conditions for equivalent securities in various corporate actions.


document_description: This document is an annex to an agreement detailing the handling of income payments related to securities transactions. It specifies the obligations of parties in cases where income is paid in forms other than money, and outlines procedures for income payments related to both non-equity and equity securities. The annex also addresses the substitution of equities and the transfer of margin securities in relation to income payment dates.


document_description: This document outlines the terms and conditions related to the transfer and settlement of securities, particularly focusing on the notice requirements, income payments, tax implications, and corporate actions. It specifies the obligations of the Buyer and Seller in scenarios where securities have not been transferred by the Income Payment Date and details the indemnification process for any losses incurred due to such delays. Additionally, it addresses the handling of corporate actions and voting rights related to the securities.


document_description: This document outlines the terms and conditions related to the transfer, voting rights, and other rights associated with Purchased Securities and Margin Securities. It specifies the obligations of the parties involved in terms of notice, exercise of rights, and payment of taxes or duties related to the transfer of securities. The document also addresses the handling of automatically generated payments or deliveries through settlement systems.


document_description: This document is a 2002 ISDA Master Agreement between Deutsche Bank AG and Southern Financial, LLC, dated October 28, 2013. It outlines the terms and conditions governing one or more transactions between the parties, including the Schedule and Confirmations. The agreement specifies the interpretation of terms, the precedence of documents in case of inconsistencies, and the obligations of the parties regarding payments and deliveries.


document_description: This document outlines the conditions and procedures related to obligations, account changes, netting of payments, and tax deductions or withholdings under a legal agreement. It specifies conditions precedent for obligations, procedures for changing payment accounts, netting of payments in the same currency and transaction, and tax-related deductions or withholdings.


document_description: This document outlines the tax indemnification and liability clauses in an agreement between two parties, X and Y. It specifies the conditions under which X must pay additional amounts to Y to cover Indemnifiable Taxes and the circumstances under which Y must reimburse X for tax liabilities. The document also includes representations made by each party regarding their legal status, powers, and obligations under the agreement.


document_description: This document outlines various legal representations and agreements related to a contractual agreement and any associated Credit Support Documents. It includes clauses on non-violation of laws, necessary consents, binding obligations, absence of default events, absence of litigation, accuracy of information, tax representations, and agency status. Additionally, it specifies the obligations of parties to furnish certain information as required.


document_description: This document outlines the obligations and events of default under a legal agreement, including requirements for tax documentation, maintaining authorizations, compliance with laws, and payment of stamp taxes. It also details events that constitute default, such as failure to pay or deliver, breach of agreement, and repudiation of the agreement.


document_description: The document outlines various default scenarios related to credit support and specified transactions. It includes conditions under which a party or its credit support provider may be considered in default, such as failure to comply with credit support documents, misrepresentation, and defaults under specified transactions. The document also addresses the consequences of such defaults, including liquidation, acceleration of obligations, or early termination of transactions.


document_description: This document outlines the conditions under which a 'Cross-Default' or 'Bankruptcy' event is triggered for a party, its Credit Support Provider, or any applicable Specified Entity. A Cross-Default occurs when there is a default or similar event under agreements related to Specified Indebtedness, meeting a certain Threshold Amount, leading to the indebtedness becoming due. Bankruptcy events include dissolution, insolvency, inability to pay debts, or legal proceedings related to insolvency or liquidation.


document_description: This document outlines conditions under which a merger or reorganization without assumption of obligations can lead to termination events in a legal agreement. It specifies various termination events such as Illegality, Force Majeure, and Tax Events, detailing the circumstances under which these events can occur and their implications on the obligations of the parties involved.


document_description: The document outlines conditions under which a Master Agreement may be terminated or altered, including changes in ownership, capital structure, or additional termination events. It also discusses the hierarchy of events such as Illegality or Force Majeure, and the deferral of payments during waiting periods.


document_description: The document outlines provisions related to compliance, early termination, and close-out netting in the context of a legal agreement. It specifies conditions under which an event of default or termination event occurs, and the rights and obligations of the parties involved. The document also addresses the procedures for notifying parties of such events and the potential transfer of rights and obligations to avoid termination events.


document_description: This document outlines the procedures and conditions for determining the Early Termination Amount in the event of a Termination Event, such as Illegality or Force Majeure, under a financial agreement. It includes provisions for mid-market events, adjustments for bankruptcy, illegality, or force majeure, and set-off rights. The document specifies that the Early Termination Amount is a pre-estimate of loss and not a penalty, and details the set-off process for amounts payable between parties.


document_description: The document outlines provisions related to obligations, transfers, and payments under a contractual agreement. It specifies that if an obligation is unascertained, a party may estimate it in good faith for set-off purposes. Transfers of the agreement or interests require prior written consent, with exceptions for consolidations, mergers, or asset transfers. Payments must be made in the specified contractual currency, and any shortfalls or excesses due to currency conversion must be adjusted. Judgments in non-contractual currencies must also be adjusted to reflect the contractual currency.


document_description: The document outlines the terms related to interest and compensation prior to the occurrence of an Early Termination Date in a financial transaction. It specifies the obligations of parties in case of defaulted payments or deliveries, including the payment of interest on overdue amounts and compensation for defaulted deliveries. The document also details the conditions under which interest is payable on deferred payments due to various circumstances such as illegality or force majeure events.


document_description: The document outlines the terms related to interest payments and compensation for deferred deliveries in the event of default or force majeure. It specifies the conditions under which interest is to be paid on overdue amounts and early termination amounts, as well as the calculation method for such interest. The document is part of an ISDA agreement, which is a standard document used to govern over-the-counter derivatives transactions.


document_description: This document outlines the terms and conditions for parties entering into transactions through different offices, including multibranch parties. It specifies the obligations of parties, the process for entering transactions, and the handling of expenses and notices.


document_description: This document outlines the terms for communication, governing law, and jurisdiction related to an agreement. It specifies how notices should be delivered, the governing law (either English law or New York law), and the jurisdiction for legal proceedings. It also includes provisions for changing contact details, service of process, and waiver of immunities.


document_description: This document provides definitions for terms used in a legal agreement, including 'Additional Representation', 'Additional Termination Event', 'Affected Party', 'Affected Transactions', 'Affiliate', 'Agreement', and 'Applicable Close-out Rate'. It specifies the meanings of these terms as they are used in various sections of the agreement.


document_description: The document outlines the terms and conditions related to the payment of the Early Termination Amount in the event of an early termination of a transaction. It specifies different rates applicable depending on the circumstances of non-payment, such as the Applicable Deferral Rate, Default Rate, Non-default Rate, and Termination Rate. It also defines key terms such as 'Applicable Deferral Rate', 'Automatic Early Termination', 'Burdened Party', 'Change in Tax Law', and 'Close-out Amount'.


document_description: This document outlines the procedures for determining a Close-out Amount in the event of a Terminated Transaction or group of Terminated Transactions. The Determining Party is responsible for calculating the Close-out Amount using commercially reasonable procedures and may consider various types of information, including market data and quotations from third parties. The document emphasizes the need for good faith and commercially reasonable results in the determination process.


document_description: This document provides definitions for various legal terms and concepts used in agreements, such as 'Confirmation', 'Contractual Currency', 'Convention Court', 'Credit Event Upon Merger', and others. It outlines the meanings of these terms as specified in different sections of a legal agreement, likely related to financial transactions and obligations.


document_description: This document provides definitions for various terms used in a legal agreement, including 'Indemnifiable Tax', 'law', 'Local Business Day', 'Local Delivery Day', 'Master Agreement', 'Merger Without Assumption', 'Multiple Transaction Payment Netting', 'Non-affected Party', 'Non-default Rate', 'Non-defaulting Party', 'Office', and 'Other Amounts'. These definitions are crucial for understanding the obligations and rights of the parties involved in the agreement.


document_description: This document provides definitions for various terms used in a legal agreement, likely related to financial transactions. It includes definitions for terms such as 'Payee', 'Payer', 'Potential Event of Default', 'Proceedings', 'Process Agent', 'rate of exchange', 'Relevant Jurisdiction', 'Schedule', 'Scheduled Settlement Date', 'SpecifiedEntity', 'Specified Indebtedness', 'Specified Transaction', 'Stamp Tar', and 'Stamp Tar Jurisdiction'. These terms are crucial for understanding the obligations and rights of the parties involved in the agreement.


document_description: This document outlines the terms and conditions related to compensation obligations and waiting periods under specific sections. It includes definitions and procedures for determining fair market value and specifies waiting periods for certain events or circumstances. The document is executed by Deutsche Bank AG and Southern Financial, LLC, with signatures from their respective representatives.


document_description: This document is a schedule to the 2002 ISDA Master Agreement dated October 28, 2013, between Deutsche Bank AG and Southern Financial, LLC. It outlines termination provisions, amendments to the definition of 'Specified Transaction', and cross default provisions applicable to both parties.


document_description: The document outlines conditions under which Party A can terminate a transaction with Party B, including changes in Party B's financial condition, net worth, and liquidity. It also includes tax representations by both parties, specifying conditions under which no tax deductions or withholdings are required for payments made under the agreement.


document_description: The document outlines the requirements for delivering various forms, documents, and certificates between Party A and Party B, including financial statements, legal opinions, and credit support documents. It also specifies the addresses for notices and communications for both parties.


document_description: This document outlines the terms of an agreement between Party A and Party B, including the appointment of process agents, multibranch operations, calculation agent designation, credit support documents, governing law, and additional representations. Party A is a multibranch party with offices in various global locations, while Party B is not. The agreement is governed by New York State law.


document_description: The document outlines legal provisions related to the Employee Retirement Income Security Act (ERISA), the Internal Revenue Code, and the Dodd-Frank Wall Street Reform and Consumer Protection Act. It specifies conditions under which Party B's assets are not considered 'plan assets' under ERISA and are not subject to certain legal restrictions. It also details the conditions for elective termination of transactions and consent to recording communications. Additionally, it references the ISDA 2010 Short Form HIRE Act Protocol.


document_description: This document outlines the financial and legal obligations of Party B in a transaction agreement. Party B confirms its financial capability to bear risks and comply with applicable laws. The document also details the set-off rights in case of an early termination and the escrow payment process.


document_description: The document outlines amendments to representations and agreements between Party A and Party B, including compliance with the Dodd-Frank Act and related CFTC regulations. It specifies the eligibility of both parties as contract participants and their adherence to ISDA protocols.


document_description: This document appears to be a legal agreement or contract involving Deutsche Bank AG and Southern Financial, LLC. It includes signatures from representatives of both entities, including Cynthia Cuomo and Kathleen Yohe from Deutsche Bank AG, and Jeffrey Epstein from Southern Financial, LLC.


document_description: The document outlines the credit support obligations between a Pledgor and a Secured Party, detailing the conditions under which credit support must be transferred or returned. It specifies the calculation methods for determining the Delivery Amount and Return Amount, and the conditions precedent for transfer obligations. The document also covers transfer timing and the role of the Valuation Agent in calculating values and exposures.


document_description: This document outlines the responsibilities and rights of the Secured Party regarding the handling and use of Posted Collateral. It specifies the care required for Posted Collateral, eligibility and conditions for holding it, and the rights of the Secured Party to use the collateral. It also covers the transfer of distributions and interest amounts related to the collateral.


document_description: This document outlines the rights and remedies of the Pledgor in the event of an Early Termination Date due to an Event of Default or Specified Condition concerning the Secured Party. It details the actions the Pledgor can take regarding Posted Collateral and the obligations of the Secured Party to transfer collateral and interest amounts. It also covers the handling of deficiencies and excess proceeds, and the conditions under which full returns of credit support are made. Additionally, it includes representations by each party regarding their authority and ownership of collateral.


document_description: This document outlines the expenses and miscellaneous provisions related to a financial agreement between two parties. It specifies that each party will bear its own costs unless otherwise stated, and details the responsibilities regarding taxes, liquidation costs, and default interest. It also includes clauses on further assurances, protection, good faith performance, and the handling of demands and notices.


document_description: This document provides definitions for terms used in a legal annex, including 'Cash', 'Ora Support Amount', 'Custodian', 'Delivery Amount', 'Disputing Party', 'Distributions', 'Eligible Collateral', 'Eligible Credit Support', 'Exposure', 'Independent Amount', 'Interest Amount', 'Interest Period', 'Interest Rate', and 'Local Business Day'. These definitions are crucial for understanding the terms and conditions outlined in the annex.


document_description: This document provides definitions for various terms used in a legal agreement, likely related to financial transactions or collateral arrangements. It includes definitions for terms such as 'Minimising Transfer Amount', 'Notification Time', 'Obligations', 'Other Eligible Support', 'Posted Collateral', 'Secured Party', and others. These definitions are crucial for understanding the obligations and rights of the parties involved in the agreement.


document_description: This document outlines the credit support obligations between Deutsche Bank AG (Party A) and Southern Financial, LLC (Party B). It specifies the terms related to security interests, delivery amounts, return amounts, and eligible collateral. The document details the types of collateral that Party B can provide and their respective valuation percentages.


document_description: This document outlines the terms and conditions related to Eligible Accounts and Other Eligible Support between Party A and Party B. It specifies the criteria for accounts to qualify as Eligible Accounts, the obligations secured by such accounts, and the types of collateral that may be agreed upon by both parties. The document also details the thresholds for Independent Amounts, Minimum Transfer Amounts, and rounding rules for Delivery and Return Amounts.


document_description: This document outlines the terms related to valuation, timing, conditions precedent, and substitution in a legal agreement. It specifies the roles of the Valuation Agent, the timing for valuation and notification, and the conditions under which termination events are considered specified conditions. It also addresses the requirements for substitution and the need for consent from the Secured Party.


document_description: The document outlines specific definitions and provisions related to financial transactions, including terms such as Aggregate Ceiling Limit, Base Currency, and various Tier-related financial metrics. It specifies the conditions and calculations for different tiers of financial transactions, particularly focusing on FX Transactions and Currency Option Transactions.


document_description: This document outlines various financial terms and conditions related to Foreign Exchange (FX) Transactions and Currency Option Transactions. It defines specific ratios and limits for Tier II and Tier IV currencies, including Net Open Position, Independent Amount Ratio, and Close-Out Ratio. The document also specifies the Tier IV Ceiling Limit and the method for calculating Net Collateral Value.


document_description: This document outlines definitions and terms related to a Credit Support Annex, focusing on financial transactions involving foreign exchange (FX) and currency options. It specifies various tiers of currencies and their associated limits and ratios, such as the Tier I Ceiling Limit and Tier I Close-Out Ratio. The document also references the 1998 FX and Currency Option Definitions by the International Swaps and Derivatives Association, emphasizing that all agreements and transactions form a single agreement between the parties.


document_description: The document outlines Additional Termination Events related to Party B in a financial agreement. These events are based on various financial ratios and positions involving different tiers of currencies. If any of these events occur, Party A has the right to designate an Early Termination Date for all transactions, with efforts to notify Party B. The document emphasizes Party A's discretion in calculating exposure and collateral values.


document_description: This document outlines amendments to a legal agreement, specifically focusing on definitions, liability limits, further assurances, transfer of collateral, and tax implications related to posted collateral. Key changes include the amendment of the definition of 'Exposure', limits on the Secured Party's liability, authorization for the Secured Party to act on behalf of the Pledgor, and tax treatment of interest amounts on posted collateral.


document_description: This document is an agreement between Party A (Deutsche Bank AG) and Party B (Southern Financial, LLC) regarding the designation of secured parties and pledgors, changes to net open position calculations, and the execution of an annex by an affiliate of Party A. It specifies that Party A is the sole secured party and Party B is the sole pledgor, with Party B responsible for making transfers of eligible credit support. Party A retains the right to change the methodology for calculating net open positions.


document_description: The document is an exhibit attached to a Credit Support Annex, listing eligible accounts for financial transactions.


document_description: This document outlines the terms and conditions regarding the management and control of financial assets in primary and secondary accounts by an Intermediary, Debtor, and Secured Party. It specifies the rights and obligations of each party, including the conditions under which the Intermediary must honor instructions from the Debtor or Secured Party, and the circumstances under which a Notice of Sole Control can be issued by the Secured Party.


document_description: This document is a legal agreement concerning a Securities Account, governed by the laws of the State of New York. It outlines the rights of set-off for the Intermediary, choice of law, submission to jurisdiction, and conflict resolution with other agreements. The agreement includes a jury waiver and specifies that any legal proceedings must be conducted in New York courts. It also states that any amendments must be in writing and signed by all parties.


document_description: This document outlines the terms and conditions of an agreement involving an Intermediary, a Debtor, and a Secured Party. It includes provisions on entitlement orders, representations, warranties, covenants, indemnification, assignment prohibitions, and successors. The Intermediary agrees to comply with entitlement orders and not to enter into conflicting agreements. The document also details indemnification clauses and prohibits assignment of rights, except under specific conditions.


document_description: This document is a security agreement involving Southern Financial, LLC as the Debtor, Deutsche Bank AG as the Secured Party, and Deutsche Bank Securities, Inc. as the Intermediary. It outlines the rights, benefits, and protections of the Secured Party and its affiliates, the process for giving notices, and the conditions for termination of the agreement and the account.


document_description: This document is an agreement that can be executed in multiple counterparts, with signatures from representatives of Southern Financial, LLC and Deutsche Bank entities.


document_description: This document is a legal notice from a secured party to an intermediary, asserting sole control over securities entitlements in a specified securities account. The intermediary is instructed not to accept any directions or instructions regarding the securities entitlements from anyone other than the secured party, unless ordered by a court. The notice is to be delivered to the debtor via facsimile.


document_description: A termination notice from a Secured Party to an Intermediary, notifying the termination of an Agreement involving a Debtor. The notice instructs the Intermediary to accept future directions from the Debtor regarding a specific Securities Account and to deliver a copy of the notice to the Debtor.


document_description: The document contains financial data related to various individuals and entities, including balances and account details. It lists names, categories, and balances, with some entries showing zero or large balances. The document is marked as confidential under federal rules.


document_description: The document contains financial data in tabular format, listing account numbers, names, categories, and balances. It includes information on large, zero, and negative balances for various trusts and companies, such as Shari Wagner 2012 Irrevocable Trust, Robert S Forsythe Revocable Trust, and Ashley Furniture Industries Inc. The document is marked as confidential under Federal Rule of Criminal Procedure 6(e).


document_description: The document appears to be a confidential communication related to Ashley Global Retail, LLC, with reference numbers DB-SDNY-0095235, SDNY_GM_00241419, and EFTA01390670. It includes a note for contacting support if help is needed.


document_description: This document contains confidential information related to a legal matter, as indicated by the reference to Federal Rule of Criminal Procedure 6(e).


document_description: The document is a daily deposit report listing large, zero, and negative balances for various accounts as of November 27, 2018. It includes account names, categories, and balances, with some accounts having significant balances.


document_description: This document is marked as confidential under Federal Rule of Criminal Procedure 6(e) and contains identifiers related to a legal case or investigation, likely within the Southern District of New York (SDNY).


document_description: The document is a communication from Daniel Sabba at Deutsche Bank Securities Inc. It contains a confidentiality notice and a disclaimer that Deutsche Bank does not provide legal or tax advice.


document_description: This document is a signature card for a Deutsche Bank Trust Company Americas account associated with Jeffrey Epstein. It outlines the account holder title options, account number, and the number of signatures required. The document is marked as confidential and includes references to legal confidentiality under Federal Rules.


document_description: The document is a confidential communication from Deutsche Bank Securities Inc. and Deutsche Bank Wealth Management, located at 345 Park Avenue, New York, NY. It includes reference numbers DB-SDNY-0095254, SDNY_GM_00241438, and EFTA01390684, and is marked as confidential pursuant to Federal Rule of Criminal Procedure 6(e).


document_description: This document is a brochure providing information about the qualifications and business practices of iCapital Advisors, LLC, registered as an investment adviser with the SEC. It includes disclaimers about the SEC's endorsement and the confidentiality of the document.


document_description: This document is an amendment to iCapital's brochure as part of the annual update for 2018. It includes updates to the collection of investor servicing fees, diligence on certain funds, and business relationships with Fidelity Brokerage Services LLC. Additionally, it notes the acquisition of a private equity access fund platform from Deutsche Bank by iCapital's parent company.


document_description: The document is a Form ADV Part 2A for iCapital Advisors, LLC, detailing their investment advisory services. It outlines the various Private Access Funds and Direct Investment Funds managed by iCapital, which are exempt from registration under the Investment Company Act of 1940 and the Securities Act of 1933. iCapital provides investment advice to these funds, focusing on private equity and hedge fund managers. The document also mentions the confidential private placement memorandum (PPM) for each fund and the role of third-party managers in managing Underlying Funds.


document_description: The document is a Form ADV Part 2A for iCapital Advisors, LLC, detailing the investment strategies, management fees, and assets under management as of December 31, 2017. It outlines the structure of various funds managed by iCapital, including private equity and hedge funds, and the fees associated with these investments. The document also mentions the ownership structure of Institutional Capital Network, Inc., the parent company of iCapital, and lists Michael Stanton as the Chief Compliance Officer.


document_description: The document outlines iCapital Advisors, LLC's due diligence process for evaluating investment opportunities, particularly in hedge funds. It describes a multi-stage process involving market analysis, manager evaluation, and comprehensive reviews, including collaboration with Castle Hall Alternatives Inc. for independent assessments. The findings are presented to iCapital's Investment Committee for approval.


document_description: The document outlines the investment selection process and associated risks for iCapital Advisors, LLC. It highlights the limitations in operational due diligence and the potential risks of conflicts of interest, fraudulent behavior, and operational weaknesses in the Underlying Funds. The document emphasizes the risk of loss in securities investment and advises prospective investors to consult professional advisers and review legal documents before investing. It is intended for experienced and sophisticated investors willing to bear high economic risks.


document_description: The document is a Form ADV Part 2A from iCapital Advisors, LLC, discussing the risks and conflicts of interest associated with investing in Private Access Funds. It highlights potential issues such as lack of diversification, higher fees, illiquidity, and the possibility of losing the entire investment. The document also outlines the relationship between Private Access Funds and Underlying Funds, emphasizing that iCapital is not involved in the management of the Underlying Funds. It warns of potential losses due to misconduct by fund managers and the possibility of receiving in-kind distributions that may not be easily tradable.


document_description: The document outlines the terms and conditions for investors in iCapital Advisors' Private Access Funds. It details the capital contribution requirements, potential penalties for non-compliance, and the lack of direct rights or recourse for investors in the Underlying Fund. It also clarifies that iCapital does not provide investment advice and that the terms of the Underlying Fund may change without liability to investors.


document_description: The document is a Form ADV Part 2A for iCapital Advisors, LLC, discussing various financial and tax-related aspects of investing in Private Access Funds. It covers topics such as tax withholding, income tax information, potential tax liabilities, and the illiquidity of investments in private equity funds. The document also addresses economic and market risks, the consequences of default, and the potential for tax-exempt investors to recognize unrelated business taxable income (UBTI).


document_description: The document outlines the terms and conditions related to capital contributions and defaults for investors in iCapital Advisors, LLC. It discusses the potential consequences for investors who fail to meet capital calls, including the sale or forfeiture of their interests and legal actions. The document also addresses the structure and liabilities of series limited partnerships under the Delaware Act, highlighting the uncertainty of asset segregation across different jurisdictions. Additionally, it emphasizes the reliance on sub-advisers for investment decisions and the potential impact of their departure on fund performance.


document_description: The document is a Form ADV Part 2A for iCapital Advisors, LLC, discussing various investment risks associated with securities. It covers general economic and market conditions, equity securities risks, and investments in non-U.S. issuers. The document highlights factors that can affect the value of investments, including market volatility, economic conditions, and specific risks related to foreign investments.


document_description: The document is a Form ADV Part 2A from iCapital Advisors, LLC, discussing various investment strategies and associated risks. It highlights the investment in American, European, and Global Depositary Receipts (ADRs, EDRs, GDRs) and the risks involved, such as political, economic, and foreign exchange risks. The document also covers investments in emerging markets, detailing the volatility and risks due to political and economic instability. Additionally, it discusses the impact of foreign currency fluctuations on fund investments.


document_description: The document discusses various financial risks associated with investments in debt instruments and swaps. It highlights the risks of default, interest rate sensitivity, and liquidity issues related to lower-rated bonds, also known as junk bonds. The document explains how interest rate changes can affect the value of debt securities, with longer-duration securities being more sensitive to rate increases. It also covers extension and prepayment risks, which can impact the yield and total return of a fund. Additionally, the document addresses the use of swaps in investment strategies, noting the potential for counterparty default and market illiquidity during times of turmoil.


document_description: The document is a Form ADV Part 2A for iCapital Advisors, LLC, detailing investment strategies, risks, and affiliations. It discusses the risks associated with investing in Real Estate Investment Trusts (REITs) and cybersecurity risks for private equity funds. The document also provides information on iCapital's affiliations, including its relationship with iCapital Securities, a registered broker-dealer, and Gen II Fund Services, a fund administrator. It states that iCapital has no material legal or disciplinary events affecting its advisory business.


document_description: The document is a Form ADV Part 2A for iCapital Advisors, LLC, detailing relationships and potential conflicts of interest with various financial institutions. It discusses the minority ownership of BNY Capital Corporation in Institutional Capital Network, Inc., and the investments by asset managers like BlackRock and Credit Suisse. It also covers equity investments by Morgan Stanley and UBS in iCapital's parent company. The document outlines iCapital's Code of Ethics, which aims to prevent conflicts of interest and insider trading.


document_description: The document outlines the Code of Ethics and conflict of interest policies for iCapital Advisors, LLC. Employees must obtain written authorization from the CCO for personal investments and are discouraged from frequent trading. iCapital serves as an investment adviser to various funds, and employees may invest in these funds. The document also discusses potential conflicts of interest, including compensation from underlying fund managers and placement fees.


document_description: The document is a Form ADV Part 2A for iCapital Advisors, LLC, detailing their brokerage practices, account review processes, and client referral policies. It outlines the firm's approach to brokerage practices, including the selection of brokers and the use of 'soft dollar' credits. The document also describes the review process for fund performance and investor account statements, as well as the role of iCapital Securities, LLC in client referrals and compensation.


document_description: The document outlines the financial arrangements and policies of iCapital Advisors, LLC, including management fee allocations, collaboration with Fidelity Brokerage Services LLC, and custody rules for client funds. It details the compensation arrangements with Fidelity, potential conflicts of interest, and the custody and investment discretion policies for iCapital's funds.


document_description: The document outlines iCapital Advisors, LLC's policies regarding 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. iCapital has a Proxy Voting Policy for certain investments and will address conflicts of interest before voting. The document also confirms that iCapital has no financial commitments impairing its contractual obligations and has not undergone bankruptcy.


document_description: This document is a Form ADV Part 2B for Eileen Duff Blalock, a member of iCapital Advisor's investment committee. It outlines her educational background, business experience, disciplinary information, other business activities, additional compensation, and supervision details. Ms. Blalock has a significant background in investment management and has held senior positions at iCapital Network and Credit Suisse. She has not been subject to any legal or disciplinary events and does not receive sales commissions to avoid conflicts of interest. Her compliance is supervised by Mr. Michael Stanton, iCapital's CCO.


document_description: This document is a Form ADV Part 2B for Phil Pool, a member of iCapital Advisor's investment committee and Co-Founder and Chairman of iCapital Network. It outlines his educational background, business experience, disciplinary information, other business activities, additional compensation, and supervision details. Mr. Pool has not been subject to any material legal or disciplinary events. He is involved in various roles at iCapital Network, iCapital Securities, and First Avenue Partners, and is compensated by First Avenue Partners. His compliance is supervised by Michael Stanton, iCapital's CCO.


document_description: This document is a Form ADV Part 2B for John C. Robertshaw, detailing his educational background, business experience, and other relevant information. Mr. Robertshaw is a Special Advisor to iCapital Network and has a history of significant roles in financial institutions, including Credit Suisse and Donaldson, Lufkin & Jenrette. The document confirms that Mr. Robertshaw has no disciplinary history and outlines his supervision by Michael Stanton, iCapital's CCO.


document_description: This document is a Form ADV Part 2B for Nicholas Veronis, a member of iCapital Advisor's investment committee and Co-Founder of iCapital Network. It outlines his educational background, business experience, and other relevant information. Mr. Veronis has not been subject to any disciplinary events and does not receive sales commission to avoid conflicts of interest. He is supervised by Mr. Michael Stanton, iCapital's CCO.


document_description: This document is the amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes detailed articles on definitions, organization, powers, partners, investments, activities, fees, expenses, and capital of the partnership.


document_description: This document is an amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P., dated April 11, 2018. It outlines the continuation of the partnership under the Delaware Revised Uniform Limited Partnership Act, the withdrawal of the Initial Limited Partner, and the admission of additional Limited Partners. The agreement replaces the initial agreement dated January 8, 2018.


document_description: This document outlines the amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It details the partnership's name, offices, purpose, powers, and the roles and responsibilities of the partners. The partnership is primarily focused on making, holding, and disposing of investments in an underlying fund. The document specifies the rights and obligations of the general and limited partners, including liability limitations and subscription commitments.


document_description: The 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 without requiring consent from existing partners, and outlines anti-money laundering provisions that partners must adhere to. These provisions ensure compliance with U.S. anti-money laundering laws and regulations, and allow the General Partner to take necessary actions if violations occur.


document_description: The 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 rights and responsibilities of the General Partner, including the ability to release confidential information to governmental authorities if deemed necessary, amend the agreement to comply with anti-money laundering laws, and manage the partnership's affairs. The General Partner has exclusive control over the partnership's management and decision-making.


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 the powers and authorities of the General Partner, including the ability to make decisions on behalf of the Partnership, execute agreements, and disclose nonpublic information as required. It also clarifies that the General Partner and its affiliates can engage in other business ventures independently of the Partnership.


document_description: The 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 provisions related to alternative investment vehicles, allowing the General Partner to structure investments outside the Partnership for legal, tax, regulatory, or accounting reasons. It specifies the conditions under which Limited Partners and the General Partner may participate in these alternative structures, ensuring that economic provisions are consistent with the original partnership agreement.


document_description: The document outlines the terms and conditions of the partnership, including the management of partnership expenses, the formation of parallel access or feeder funds, investment guidelines, borrowing provisions, and ERISA compliance. It specifies the rights and obligations of the General Partner and Limited Partners, including the ability to form additional investment vehicles to address legal and regulatory issues.


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. The document also details the types of expenses the partnership will bear, such as management fees, legal costs, and expenses related to tax reporting and compliance.


document_description: The document outlines the expenses and financial responsibilities of Limited Partners in a partnership, including travel, research, insurance, and operational costs. It specifies how expenses are shared among partners and feeder funds, and the reimbursement process for expenses paid by the General Partner or its affiliates. It also details the sharing of expenses with Parallel Access Funds and the adjustment of expense ratios based on capital commitments.


document_description: This document outlines the terms and conditions of the partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It details the management fee structure, timing of payments, and capital contribution obligations of the partners. The management fee is calculated based on LIBOR plus 2% or 8%, whichever is higher, and is payable quarterly in advance. Capital contributions are required from each partner based on their subscription and percentage interest, with specific provisions for initial contributions and payment methods.


document_description: This document outlines the terms and conditions related to default by a Limited Partner in a partnership agreement. It specifies the actions that the General Partner may take in the event of a default, including designating a partner as a 'Defaulting Partner', enforcing capital contributions, and pursuing legal remedies. The document also discusses the potential consequences for a Defaulting Partner, such as prohibition from future capital calls and compulsory redemption of their interest without compensation.


document_description: This document outlines the rights and remedies available to the Investment Manager and/or General Partner in the event of a Defaulting Partner within the partnership. It includes provisions for compulsory transfer of interest, reduction of unpaid subscriptions, forced sale of interest, acceptance of late contributions, immediate payment of unpaid subscriptions, application of distributions against amounts due, abandonment of interest, withholding of distributions, and enforcement of rights under Delaware law.


document_description: This document outlines the provisions related to defaulting partners in the Glendower Access Secondary Opportunities IV (U.S.), L.P. It details the rights and remedies available to the General Partner in the event of a partner's default, including the reallocation of interests, termination of partnership interest, and allocation of income, profit, or gain. The document emphasizes the cumulative nature of remedies and the obligation of defaulting partners to make capital contributions.


document_description: The 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 responsibilities of partners regarding tax liabilities, indemnification, and capital accounts. The General Partner has discretion in determining tax liabilities attributable to partners and the conditions under which distributions are prohibited. It also details the creation and maintenance of capital accounts for each partner.


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 gains and losses among partners, compliance with Treasury Regulations, and adjustments to capital accounts. The document specifies how allocations should be made at the end of each fiscal year and under certain conditions, such as adjustments to the carrying value of assets. It also details the general partner's discretion in adjusting allocations to account for charges or adjustments to a partner's capital account.


document_description: This document outlines the special allocations of items of loss or deduction, allocations following a default, and the admission of additional partners for the partnership Glendower Access Secondary Opportunities IV (U.S.), L.P. It specifies how losses, expenses, and deductions are allocated among partners, particularly in cases of default or when new partners are admitted. The document also references adjustments to allocations to ensure capital account balances reflect contributions as if made from the initial closing date.


document_description: This document outlines the terms and conditions related to the duration and dissolution of a partnership, as well as the liquidation of assets upon dissolution. It specifies the term of the partnership, conditions under which the partnership may be dissolved, and the process for liquidating assets.


document_description: This document outlines the conditions under which a Limited Partner's interest in the Partnership may be transferred. It specifies the need for the General Partner's consent for any transfer, prohibits public trading of partnership interests, and details the representations required from transferors and transferees. The document also addresses the conditions under which transfers will not be recognized and the reliance on representations made by involved parties.


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 conditions under which transfers of partnership interests are permitted or prohibited. Key provisions include the requirement for transferring partners to comply with Section 1446(f) of the Internal Revenue Code, the joint and several liability of transferring partners for taxes, and the prohibition of transfers that would result in certain legal or regulatory consequences, such as the partnership's assets becoming 'plan assets' under ERISA or the partnership being classified as a 'publicly traded partnership.'


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 conditions under which partnership interests can be transferred, including requirements for the transferee to be an accredited investor, qualified purchaser, and qualified client. It also details the necessity of obtaining a legal opinion for compliance, reimbursement of transfer expenses, and the admission of substituted limited partners.


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 Glendower Access Secondary Opportunities IV (U.S.), L.P. 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 is an excerpt from the Amended and Restated Limited Partnership Agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes provisions on look-through treatment, exculpation, and indemnification. The agreement outlines the conditions under which Covered Persons, including the General Partner and Investment Manager, are not liable for losses suffered by the Partnership or any Partner, provided they acted in good faith and without gross negligence or willful misconduct. It also specifies the responsibilities and liabilities of liquidators and the reliance on expert advice.


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 the indemnification provisions for Covered Persons and other related parties. The agreement specifies the conditions under which indemnification is provided, including limitations on indemnification in cases of bad faith, gross negligence, or willful misconduct. It also discusses the advance payment of expenses for Indemnitees and the conditions under which such payments are made.


document_description: This document outlines the indemnification provisions for the partnership, including insurance policies, rights of successors, and indemnification from other sources. It specifies the priority of indemnity obligations and the conditions under which the partnership will provide indemnification to its Indemnitees.


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 responsibilities of the General Partner regarding the filing of the Certificate of Limited Partnership, the preparation and distribution of annual financial statements and tax information, and the provision of quarterly reports to Limited Partners. It also notes the limitations on information rights for Limited Partners compared to direct limited partners of the Underlying Fund.


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 delivery. The fiscal year is defined as the calendar year unless otherwise required for tax purposes. The partnership's independent accountants are to be selected by the General Partner. Tax provisions ensure the partnership is treated as such for U.S. federal income tax purposes, with specific roles and responsibilities outlined for the General Partner and Tax Matters Partner.


document_description: The 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 excerpt from the Amended and Restated Limited Partnership Agreement for Glenodwer Access Secondary Opportunities IV (U.S.), L.P. It outlines various tax-related provisions and obligations for Limited Partners, including restrictions on making certain tax elections without the General Partner's consent, requirements for maintaining tax reporting consistency, and the appointment of the General Partner as attorney-in-fact for executing necessary documents. The document also discusses the potential election to be treated as an 'electing investment partnership' and the responsibilities of Limited Partners in such a scenario.


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 various legal provisions including the binding nature of the agreement on successors, governing law, remedies for breach, waiver of partition rights, securities law matters, and confidentiality obligations of the partners. The agreement is governed by the laws of the State of Delaware and emphasizes the confidentiality of partnership information.


document_description: The document outlines the confidentiality obligations of Limited Partners regarding Partnership Information, which is considered a valuable trade secret. It specifies the conditions under which this information can be disclosed, including to professional advisors and tax authorities, and the procedures to follow if disclosure is legally required. The document also details the steps to be taken if a Limited Partner becomes aware of a potential need to disclose the information.


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 various legal provisions including arbitration, side letters, the entire agreement clause, and bad actor disqualification information. The agreement specifies that any disputes will be settled through arbitration in New York City and allows for side letters to amend terms for specific limited partners. It also includes a clause for disqualification of 'bad actors' under Rule 506(d) of the Securities Act.


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


document_description: This document is an Amended and Restated Limited Partnership Agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes the execution by the General Partner, Glendower Access Secondary Opportunities IV GP LLC, represented by Thomas Fortin, COO of Institutional Capital Network, Inc. The Limited Partners are represented by iCapital Advisors, LLC, also through Institutional Capital Network, Inc. Michael Stanton is noted as the Initial Limited Partner who is withdrawing.


document_description: This document is an appendix to the Glendower Access Secondary Opportunities W (U.S.), L.P. agreement, providing definitions for terms used within the agreement. It includes definitions for terms such as 20% Holder, Access Fund Default, Additional Limited Partner, Administrator, Advisers Act, Affiliate, Agreement, Alternative Investment Vehicles, Anti-Money Laundering Laws, Approved Agent, BBA, and Beneficial Interest.


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 the partnership, such as Defaulting Access Fund Investor, Defaulting Partner, Delaware Act, Delayed Payment Interest, ERISA, ERISA Partner, Exempt Entity, FATCA, Feeder Fund, Final Closing Date, and Freely Tradable Security.


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 includes definitions and terms related to the partnership, such as the list of partners, management agreement, management fee, net gain or loss, nonrecourse liability, and non-voting interest. The document outlines the financial and operational structure of the partnership, including how profits and losses are calculated and the rights of non-voting interest holders.


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 capital calls, management fees, and various legal and financial terms relevant to the partnership. Key terms include definitions of 'Person', 'Placement Agent', 'Plan Assets Regulation', 'Prime Rate', 'Regulatory Allocations', 'Restricted Person', 'Securities Act', 'Side Letter', 'Subscription', 'Tax Liability', 'Tax Matters Partner', and 'Temporary Investments'.


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 instruments, third-party indemnifiers, transfer regulations, and the underlying fund, which is Glendower Capital Secondary Opportunities IV, LP. The document is marked as confidential and is subject to federal rules of criminal procedure.


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 regulatory allocations, nonrecourse indebtedness, minimum gain chargeback, nonrecourse deductions, limits on loss and deduction allocations, qualified income offset, and gross income allocation. It also addresses adjustments to reflect changes in partners' interests.


document_description: This document is a legal memorandum related to the Access Fund, which is suitable only for sophisticated investors due to its high risks and lack of liquidity. It outlines the legal structure and disclaimers associated with investing in the Access Fund, emphasizing that investors will not have direct interests or rights in the Underlying Fund managed by Glendower. The memorandum also clarifies that the offering of Interests is not an offering of interests in the Underlying Fund and provides a list of countries in the European Economic Area (EEA).


document_description: The document discusses the indirect interests of Cliff Illig in funds managed by Glendower, highlighting the lack of control or binding power by any party over the funds. It outlines the potential risks, fees, and forward-looking statements associated with investing in the Access Fund and Underlying Fund. The memorandum emphasizes that past performance is not indicative of future results and that terms may change during negotiations. It advises investors to rely on their own examination of the fund and its terms.


document_description: This document is a confidential memorandum related to the subscription and distribution of Interests in a fund. It outlines the minimum subscription amount, legal restrictions on distribution, and confidentiality obligations of the recipient. The memorandum is not an offer to sell or solicit in jurisdictions where it is unlawful.


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 the offering terms, as no U.S. federal or state securities commission or regulatory authority has recommended the interests or confirmed the accuracy of the memorandum. The document 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.


document_description: The document discusses the aggregation of positions for CFTC position limit and large trader reporting purposes, including future requirements for swaps economically equivalent to commodity futures. It advises prospective investors to consult legal advisors regarding position aggregation and reporting requirements. The investment manager has filed for an exemption from CFTC registration as a CTA under specific CFTC rules, based on its registration as an investment adviser and the nature of its advice.


document_description: This document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP. It includes an introduction, a summary of principal terms of the access fund, certain risk factors and potential conflicts of interest, and tax, regulatory, and certain ERISA considerations. The document is proprietary and confidential, and it is subject to Federal Rule of Criminal Procedure 6(e).


document_description: The document is an introduction to Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware limited partnership formed to invest in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund. 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 risk factors and potential conflicts of interest.


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'), a Delaware limited partnership. It outlines the roles of the General Partner, Glendower Access Secondary Opportunities IV GP LLC, and the Investment Manager, iCapital Advisors, LLC. The document emphasizes that the summary is qualified by the Access Fund's Amended and Restated Limited Partnership Agreement and the Subscription Agreement. The General Partner is responsible for the overall management of the Access Fund, while the Investment Manager handles day-to-day operations and investment discretion.


document_description: This document is an investment memorandum for the Access Fund, detailing the management fee, investment management agreement, and the role of the Investment Manager. The Access Fund aims to invest in Glendower Capital Secondary Opportunities Fund IV, focusing on generating returns through various investment strategies. The memorandum outlines the discretion of the General Partner in managing subscriptions and investments.


document_description: The document outlines the procedures for initial and subsequent closings of the Access Fund, including the responsibilities of the General Partner and the requirements for Limited Partners. It details the financial obligations of investors joining after the Initial Closing, including capital contributions, management fees, and interest payments.


document_description: The document outlines the investment structure and terms for the Access Fund's investment in an Underlying Fund. It details the process for additional investments at subsequent closings, potential dilution of existing investors' interests, and the term of the Access Fund. It also discusses the formation of Parallel Access Funds and Feeder Funds to address various legal and regulatory issues.


document_description: The document outlines the structure and investment terms of 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 limited partners who fail to meet capital contributions. The fund is expected to be a Cayman Islands exempted limited partnership, investing all subscriptions in the Access Fund, with specific terms for parallel and feeder funds.


document_description: The document outlines the consequences and procedures related to defaults in capital contributions by Limited Partners in a partnership agreement involving an Access Fund and an Underlying Fund. It details the remedies available to the Underlying Fund in case of such defaults, including the potential forfeiture of interests and the ability to call additional capital from non-defaulting partners. It also describes the bifurcated default process and the rights of the General Partner and Glendower GP in managing defaults.


document_description: The document outlines the distribution and expense policies 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 withholding of amounts for expenses and liabilities. It also covers the allocation of income, gain, loss, and deduction to capital accounts, and the responsibility of the Access Fund and its Limited Partners for organizational and offering expenses. Additionally, it lists the expenses the Access Fund will cover, such as management fees, liquidation expenses, taxes, and costs related to accounting and reporting.


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_description: The document outlines the management fee structure for Limited Partners in an Access Fund related to an Underlying Fund. It details how the management fee is calculated based on the subscription amount and investment period, with different rates for varying subscription levels. The fee is paid quarterly in advance and is exclusive of the Underlying Fund Management Fee. The Investment Manager may waive or reduce fees at their discretion, and a portion of the fee is paid to Placement Agents for services rendered.


document_description: The document outlines the role of Raymond James & Associates, Inc. and other placement agents in the Access Fund's investment process. It details the placement fees charged to Limited Partners, which are up to 2.0% of their subscription and are not considered part of their capital contribution. The document also describes the marketing and fund servicing fees, as well as the management fee for the Underlying Fund managed by Glendower. Investors with subscriptions of $5 million or more are advised to consider direct investment in the Underlying Fund.


document_description: The document outlines the terms related to carried interest, indemnification, and withdrawal/transfer for the Glendower GP and Access Fund. It specifies the carried interest distribution of 12.5% of net profits, indemnification obligations, and conditions for withdrawal and transfer of interests by Limited Partners.


document_description: The document outlines the financial reporting and tax obligations of Limited Partners in the Access Fund. It details the provision of audited financial statements, IRS Schedule K-1, and quarterly reports to Limited Partners. The document 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 potential receipt of Unrelated Business Taxable Income (UBTI). Non-U.S. Investors are advised to consider the Offshore Access Fund instead.


document_description: The document outlines considerations for prospective investors in the Access Fund, particularly in relation to ERISA compliance. It discusses the General Partner's efforts to ensure the fund is suitable for employee benefit plans under ERISA, including maintaining less than 25% ownership by benefit plan investors to avoid plan asset status. It also covers the potential requirement for Limited Partners to return distributions to cover liabilities and the amendment procedures for the Partnership Agreement.


document_description: The document outlines the conditions under which amendments to the Partnership Agreement can be made, emphasizing that such amendments should not adversely affect the Limited Partners' economic interests or the General Partner's duties. It also discusses the voting rights of the Access Fund, indicating that Limited Partners will not have voting rights on matters requiring the Access Fund's vote. Additionally, it covers the Access Fund's ability to enter into a credit facility for temporary funding, which may involve pledging the Access Fund's property or subscriptions.


document_description: The document outlines the roles and responsibilities of various parties involved in the management and administration of the Access Fund, including legal counsel, auditors, and administrators. It specifies the conditions under which the General Partner may share Limited Partner information and emphasizes the need for investors to seek independent legal advice regarding their investments.


document_description: The document outlines certain risk factors and potential conflicts of interest associated with investing in the Access Fund. It highlights the speculative nature of the investment, potential business and market risks, and the role of Placement Agents like Raymond James, who may have conflicts of interest due to compensation arrangements. The document emphasizes that investments in the Access Fund involve a risk of capital loss and that investors should carefully consider these risks before investing.


document_description: The document discusses the risks and conflicts of interest associated with investing in the Access Fund, an investment vehicle designed to facilitate investment into the Underlying Fund. It highlights that the Access Fund will not be registered under various securities laws, will issue illiquid securities, and will have no public market. Investors in the Access Fund will not have direct rights in the Underlying Fund and may face multiple layers of expenses. The document emphasizes the potential for investors to lose their entire investment and the lack of assurance regarding the Underlying Fund's performance.


document_description: The document discusses the roles and potential conflicts of interest involving the General Partner and the Investment Manager in marketing and selling investment interests. It highlights the use of registered investment advisers or Placement Agents, potential conflicts of interest, and the management of other funds or Managed Accounts with similar strategies. The document also covers the valuation of assets in the Access Fund, emphasizing the uncertainties and challenges in valuing illiquid investments.


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 the compensation arrangements, potential conflicts of interest, educational programs for financial advisers, and the implications of default by Limited Partners. It also addresses ERISA considerations and the potential impact on the Access Fund's assets.


document_description: The document discusses the potential risks and legal implications for the Access Fund and its portfolio companies regarding ERISA controlled group liability. It references the 2013 Sun Capital Case and a 2016 District Court ruling, highlighting the risk of being characterized as a 'trade or business' and forming a 'partnership-in-fact.' The document also outlines the lack of recourse for Limited Partners against the Underlying Fund, restrictions on transferability or redemption of interests, and the lack of voting rights or participation in the Underlying Fund's management. It emphasizes the investment concentration risks associated with the Access Fund's sole investment in the Underlying Fund.


document_description: The document discusses the terms and conditions related to the Access Fund and the Underlying Fund managed by Glendower. It highlights potential conflicts of interest among investors, confidentiality of certain information, and the possibility of changes to the Underlying Fund's governing agreement. The document also covers the use of Side Letters, which may grant certain investors preferential terms, and notes that there is no guarantee of a Qualified Matching Service for transferring interests.


document_description: The document outlines the financial and legal obligations of the Access Fund and its Limited Partners in relation to the Underlying Fund managed by Glendower GP. It details the conditions under which capital contributions can be recalled, the indemnity obligations of the Access Fund, and the multiple layers of expenses that will be borne by the Access Fund and its Limited Partners. The document also specifies that certain distributions may need to be repaid to satisfy indemnification and other obligations.


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 Underlying Fund, highlighting the risks associated with leverage, such as capital risk, higher expenses, and potential loss of assets due to default or insolvency of banks. The document emphasizes the confidentiality and proprietary nature of the information.


document_description: The document discusses the financial and legal considerations for the Access Fund's investment in an Underlying Fund. It covers topics such as cash management, over-commitment, lack of diversification, forward-looking statements, and disqualification of certain 'bad actors' from Rule 506 offerings. The document highlights the risks associated with the Access Fund's investment strategy and the potential impact of poor performance by the Underlying Fund.


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 compliance costs. The document also addresses the implications of the Dodd-Frank Act on financial market intermediaries and the potential changes in market structure requirements for derivatives.


document_description: The document provides information on the tax implications for Limited Partners of the Access Fund, including the effects of the 2017 Tax Legislation, potential 'phantom' income, and tax obligations for both U.S. and non-U.S. investors. It also discusses the Foreign Account Tax Compliance Act (FATCA) and its requirements for foreign financial institutions and investors.


document_description: The document discusses the implications of the Bipartisan Budget Act of 2015 on U.S. federal income tax audits of partnerships, known as the BBA Rules. These rules require audits to be conducted at the partnership level, with adjustments payable by the partnership unless an alternative procedure is elected. The document outlines potential tax liabilities for partners and the Access Fund, and advises prospective investors to consult tax advisors due to the complex tax considerations involved.


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 highlights that Limited Partners may face audits on their personal tax returns and will not be indemnified for any resulting taxes, penalties, or interest. The General Partner will handle IRS disputes and may bind investors to settlements. Limited Partners must report income consistent with the Access Fund's tax returns.


document_description: This document provides a summary of the expected U.S. federal income tax treatment for the Access Fund and the Underlying Fund, which are anticipated to be treated as partnerships for tax purposes. It outlines the potential tax implications for limited partners, including the possibility of being taxed on income not distributed as cash. The document also warns of the risks of the Funds being reclassified as corporations, which would result in different tax treatments. Prospective investors are advised to consult their own tax advisors.


document_description: The document discusses the tax consequences for Limited Partners in the Access Fund, focusing on tax basis, distributions, and allocations of income and loss. It explains 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.


document_description: The document discusses the tax implications and conditions related to the sale of interests by a Limited Partner in an Access Fund. It covers capital gains or losses, 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 elections under Section 754 of the Code.


document_description: The document outlines various tax implications and limitations for non-corporate Limited Partners investing in the Access Fund. It discusses the treatment of investment income, the application of passive activity loss limitations, at-risk limitations, and the deductibility of fund expenses. Non-corporate Limited Partners are advised to consult tax advisors regarding these limitations, especially concerning investment interest and miscellaneous itemized investment expenses, which are non-deductible for certain years.


document_description: The document discusses the tax implications for the Access Fund and its Limited Partners regarding various investment scenarios. It highlights that restructuring a debt obligation acquired at a discount may be considered a taxable event. The document also addresses the potential tax consequences of investing in derivatives, partnerships, and passive foreign investment companies (PFICs). It advises prospective investors to consult tax advisors due to the complexity of these tax rules.


document_description: The document discusses tax implications for U.S. Tax-Exempt Investors and Limited Partners in relation to the Access Fund. It highlights the potential for Unrelated Business Taxable Income (UBTI) and excise taxes for certain investors, as well as the availability of foreign tax credits for Limited Partners. The document also outlines the responsibilities of the Access Fund in filing tax returns and the potential for audits by the IRS, with the General Partner having significant authority over tax matters.


document_description: The document outlines the tax reporting obligations for U.S. persons who are limited partners in a fund that invests in non-U.S. entities. It details the requirements for filing information returns, including the Report of Foreign Bank and Financial Accounts (FBAR), and the implications of owning interests in foreign entities. The document also discusses the taxation of 'qualified dividend income' for non-corporate taxpayers and the conditions under which dividends from U.S. and qualified foreign corporations are taxed at reduced rates.


document_description: The document discusses various tax implications for Limited Partners of the Access Fund, including qualified dividend income, dividends-received deduction, Medicare tax, and other taxes such as alternative minimum tax and state and local taxes. It also mentions the potential impact of legislative changes on these tax matters.


document_description: The document outlines regulatory and compliance requirements for investors in the Glendower GP Access Fund, focusing on anti-money laundering measures and ERISA considerations. It specifies the need for investors to provide documentation verifying their source of funds and compliance with OFAC regulations. The document also discusses the non-applicability of the AIFM Directive to the General Partner and Investment Manager, and the considerations for ERISA Plan fiduciaries when investing in the Access Fund.


document_description: The document discusses the implications of investing in the Access Fund for ERISA Plans and Individual Plans, focusing on fiduciary responsibilities and prohibited transactions under ERISA and the Code. It highlights the 2017 Fiduciary Rule and its impact on fiduciary relationships, particularly the Seller's Exclusion for sophisticated institutional ERISA Plans and smaller ERISA Plans represented by a sophisticated independent fiduciary. The document also addresses the potential for the Access Fund's assets to be considered 'plan assets' and the conditions under which this would apply.


document_description: The document discusses the implications of ERISA (Employee Retirement Income Security Act) on investments in the Access Fund, particularly focusing on the classification of the fund's assets and the responsibilities of fiduciaries. It highlights that if the Access Fund's assets are considered 'plan assets' under ERISA, certain fiduciary standards and liabilities would apply. The document also addresses reporting requirements for ERISA Plan investors on Form 5500 and advises governmental pension plans to consult legal counsel before investing. It emphasizes the need for fiduciaries to seek legal advice regarding ERISA and related legal issues.


document_description: This document is a supplement to the Confidential Private Placement Memorandum for Glendower Access Secondary Opportunities IV (U.S.), L.P. It updates and modifies the original Memorandum, particularly regarding the investment in Glendower Capital Secondary Opportunities Fund IV, LP. The supplement clarifies that any inconsistencies between the Memorandum and this document are amended by this supplement. It also outlines confidentiality agreements and disclosure permissions related to tax treatment and structure.


document_description: The document outlines amendments to the Summary of Principal Terms of the Access Fund, detailing the expenses that the Access Fund will cover. These include management fees, organizational expenses, liquidation expenses, taxes, accounting and audit fees, legal costs, and other operational expenses. It also specifies that expenses related to the General Partner and Feeder Fund will be borne by the Access Fund.


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. The document also explains the conditions under which Limited Partners may be required to return distributions to cover indemnification liabilities, with specific limits and timeframes.


document_description: The document outlines the indemnity obligations of the Access Fund and the Underlying Fund, including the funding mechanisms for these obligations. It specifies that the Access Fund's indemnification obligations may be funded by capital calls from Limited Partners or through the return of distributions. The document also discusses the expenses and management costs associated with the Access Fund and the Underlying Fund, and the obligations of Limited Partners to fund certain expenses beyond their initial subscription.


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


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


document_description: The document is a blank page marked as confidential under Federal Rule of Criminal Procedure 6(e).


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 to evaluate an investment in the fund's limited partner interests. It outlines the terms of the offering, the regulatory status, and the confidentiality requirements associated with the memorandum.


document_description: The document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP. It outlines 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 residents of New Hampshire and Florida regarding securities registration and rights to void purchases.


document_description: This document is a confidential private placement memorandum related to the Glendower Capital Secondary Opportunities Fund IV, LP. It includes contact information for Glendower Capital in both London and New York, as well as Credit Suisse Asset Management in London. The document is marked as confidential pursuant to Federal Rule of Criminal Procedure 6(e).


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, principal terms, fund management, risk factors, conflicts of interest, and legal considerations. Appendices cover notices to investors, privacy, anti-money laundering, key definitions, performance information, directory, and board of directors.


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


document_description: Glendower Capital is forming the Glendower Capital Secondary Opportunities Fund IV, LP, aiming to raise US$1.75 billion for investments in secondary private markets. The fund targets diverse investments including buyouts, growth capital, and real estate, primarily in the U.S. and Europe. It is led by Carlo Pirzio-Biroli and Charles Smith, who previously managed similar funds at Deutsche Asset Management.


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 capitalizing on information asymmetries and mitigating blind pool risk. It also discusses the transition of the secondary market to an institutionalized market with significant transaction volumes. The document includes past performance data and emphasizes that past performance is not indicative of future results.


document_description: The document outlines the investment strategy and objectives of the Glendower Capital Secondary Opportunities Fund IV, LP. The fund focuses on bespoke liquidity solutions and GP-led secondary deals, targeting less competitive transactions and employing a distinctive investment strategy. The strategy includes a focus on smaller fund secondaries, a selective value approach, purchasing mature fund interests at a discount, efficient portfolio management, and a barbell approach to portfolio construction. The fund leverages relationships with fund sponsors and sellers to gain informational advantages and solve complex transactions.


document_description: The document provides an executive 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, including a 1.6x gross multiple and 28% IRR since inception. The document also details the fund's experienced team, investment process, and historical performance of previous funds. It emphasizes the fund's disciplined investment approach targeting over 20% Net IRR and outlines the team's extensive experience and strategic operations.


document_description: The document is an executive summary of the Glendower Capital Secondary Opportunities Fund IV, LP. It highlights the fund's strategy of leveraging relationships with over 180 fund sponsors to identify investment opportunities. The fund conducts a rigorous analysis of operational, financial, and market risks, cash flow, and management of portfolio companies. It emphasizes strong alignment of interests between the Glendower SOF Team and 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 terms and potential risks are detailed in subsequent sections of the memorandum.


document_description: The document provides an overview of the investment performance of the Glendower Capital Secondary Opportunities Fund At LP as of September 30, 2017. It highlights the strong buyout-like returns delivered by the SOF Team, with a focus on key metrics such as Net IRR, TVPI, and DPI. The report includes detailed performance data for various funds within the SOF Program, noting a total investment of US$3.3 billion across 82 transactions, resulting in distributions of over US$1.8 billion and a 1.5x Net Multiple with a 23% Net IRR. The document also includes a tabular performance summary of the SOF Funds, comparing them to industry benchmarks.


document_description: The document provides a performance comparison of the Glendower Capital Secondary Opportunities Fund IV, LP (SOF Program) against public market indexes such as the MSCI World Index, Russell 2000 Index, and Thomson Reuters Private Equity Buyout Index. The SOF Program, including its various iterations (SOF, SOF D, SOF II, and SOF III), shows favorable performance compared to these indices. The document includes a table (Exhibit 5) detailing the Net IRR of the SOF program and explains the methodology used for comparison, including the Long Nickels method for calculating PMEs.


document_description: This document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund W. LP, outlining the summary of principal terms for potential investors.


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 outlines the investment strategy, target size, minimum commitment, fund structure, management, term, investment period, and financial details such as the general partner's share and carried interest.


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 and sourcing approach of Glendower Capital Secondary Opportunities Fund IV, LP. The Manager aims to source less intermediated deal flow by leveraging a global network of relationships and focusing on non-monetary factors such as confidentiality and speed of transaction. The fund's investments are diversified across North America, Europe, Asia, and other regions. The document highlights the fund's disciplined sourcing and deal selection process, extensive industry network, and significant experience in buy and sell-side transactions.


document_description: The document discusses the attractiveness of secondary investments in private equity portfolios, highlighting their ability to complement primary investments, provide attractive risk-reward profiles, and mitigate risks such as the J-curve effect. It also outlines the illiquid nature of private equity assets and the opportunities in the secondary market due to industry dynamics.