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

document_date: October 2017

document_subtype: Investment Summary


source: doj

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

key_people:
General Partner
Investment Manager

document_type: correspondence

document_subtype: investment document


document_description: The document outlines the consequences of a Limited Partner's failure to provide required information or make capital contributions, which can lead to defaults under the Partnership Agreement. It details the remedies available to the Underlying Fund in case of such defaults, including the potential forfeiture of interests and the calling of additional capital from compliant Limited Partners. It also describes the bifurcated default process, where the Access Fund may be treated as a Defaulting Partner only for the defaulted portion, and the rights and remedies against Defaulting Access Fund Investors.

key_people:
General Partner
Investment Manager
Glendower GP

document_type: legal

document_subtype: Partnership Agreement

key_organizations:
Pacific Life Insurance Co
Access Fund
Underlying Fund


document_description: The document outlines various expenses related to the Access Fund, including legal, administrative, custodial, and investment-related costs. It also covers expenses for litigation, insurance, and alternative investment vehicles.

document_type: financial

document_subtype: expense report


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

document_subtype: Investment Agreement

key_organizations:
Pacific Life Insurance Co
Access Fund
Underlying Fund
Investment Manager
Placement Agents
Glendower GP


document_description: The document outlines the carried interest distributions, indemnification, and withdrawal and transfer policies for the Access Fund associated with the Underlying Fund managed by Glendower GP. It specifies the carried interest distribution terms, indemnification obligations, and conditions under which Limited Partners can transfer or withdraw their interests.

document_subtype: Investment Fund Document


document_description: The document outlines the financial reporting and tax implications for Limited Partners of the Access Fund, including the provision of audited financial statements, IRS Schedule K-1, and quarterly reports. It discusses the U.S. federal income tax treatment of the Access Fund as a partnership and the implications for U.S. Tax-Exempt Investors, including the expectation of receiving Unrelated Business Taxable Income (UBTI). The document also notes that the Access Fund is not available to Non-U.S. Investors.

document_subtype: financial report

key_organizations:
Pacific Life Insurance Co
Access Fund
U.S. Internal Revenue Service


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

document_subtype: investment risk disclosure

key_organizations:
Pacific Life Insurance Co
Access Fund
Underlying Fund
Raymond James
Glendower


document_description: The document discusses the risks and conflicts of interest associated with investing in the Access Fund, an investment vehicle formed to facilitate investment into the Underlying Fund. It highlights the lack of registration under various acts, restrictions on transfer, and potential for total loss of investment. The document also notes that investors in the Access Fund will not have direct rights or voting power in the Underlying Fund and will bear additional expenses.

document_subtype: investment memorandum

key_organizations:
Pacific Life Insurance Co
Access Fund
Underlying Fund
Glendower


document_description: The document outlines the terms and conditions of an investment in the Access Fund managed by Glendower GP, including indemnification clauses, capital contribution requirements, and co-investment opportunities. It also discusses compensation arrangements for iCapital Securities, LLC and potential conflicts of interest.

key_organizations:
Pacific Life Insurance Co
Glendower GP
iCapital Securities, LLC
iCapital Network


document_description: The document discusses the financial management and investment strategies of the Access Fund, including cash management, over-commitment, lack of diversification, forward-looking statements, and disqualification of certain 'bad actors' from Rule 506 offerings. It highlights the risks associated with the Access Fund's investment in the Underlying Fund and the potential consequences of over-commitment and lack of diversification.

document_subtype: memorandum

key_organizations:
Access Fund
Underlying Fund
Pacific Life Insurance Co


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 impact of regulatory changes on private investment funds, including increased scrutiny, administrative burdens, and compliance costs. The document also addresses the implications of new market structure requirements for derivatives.

document_subtype: regulatory compliance

key_organizations:
Pacific Life Insurance Co
Glendower GP
Access Fund
Underlying Fund
SEC
CFTC


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

key_locations:
European Union
Japan

document_subtype: financial regulation summary

key_organizations:
Pacific Life Insurance Co
CFTC
Underlying Fund
Access Fund


document_description: The document discusses the implications of the Bipartisan Budget Act of 2015 on U.S. federal income tax audits of partnerships, specifically focusing on the Access Fund. It outlines the changes in audit procedures, potential tax liabilities for partners, and the elective alternative procedure for handling tax adjustments. The document also highlights other tax risks associated with investing in the Access Fund, including adverse changes in tax laws and the possibility of substantial taxation.

document_subtype: tax legislation summary

key_organizations:
Pacific Life Insurance Co
Access Fund


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

document_subtype: tax considerations

key_organizations:
Pacific Life Insurance Co
Access Fund
IRS


document_description: This document outlines the tax implications and considerations for Limited Partners in the sale of interests in the Access Fund managed by Pacific Life Insurance Co. It discusses capital gains, tax basis adjustments, and limitations on the deductibility of interest expenses. The document also covers the potential termination of the Access Fund for tax purposes if a significant portion of interests are sold within a year.


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

document_subtype: tax document


document_description: The document discusses the tax implications and regulatory matters related to the Access Fund, including the lack of IRS rulings, the need for investors to consult tax advisors, and the unregistered status of the Interests under the Securities Act of 1933. It also details a settlement involving Raymond James related to auction rate securities.

key_locations:
Puerto Rico
Virgin Islands
District of Columbia

document_subtype: legal memorandum

key_organizations:
Pacific Life Insurance Co
Raymond James Financial Services, Inc.
Securities and Exchange Commission


document_description: The document discusses regulatory concerns and requirements for investors in the Access Fund, including anti-money laundering representations and compliance with the Alternative Investment Fund Managers Directive. It also addresses ERISA considerations for U.S. pension and retirement plans investing in the Access Fund.

document_subtype: memo

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


document_description: The document discusses the implications of the 2017 Fiduciary Rule on investments by ERISA Plans and Individual Plans in the Access Fund. It outlines the responsibilities and potential prohibited transactions under ERISA and the Code, and the conditions under which the Access Fund's assets may be considered 'plan assets.' The document also explains the Seller's Exclusion and the 25% ownership rule for benefit plan investors.

document_subtype: ERISA compliance document

key_organizations:
Pacific Life Insurance Co
U.S. Department of Labor


document_description: The document outlines the indemnity obligations of the Access Fund and the Underlying Fund, including the requirement for Limited Partners to return distributions to fund indemnifications. It details the funding mechanisms for these obligations, such as capital calls and the use of the Access Fund's assets. The document also discusses 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 subscription.

key_organizations:
Pacific Life Insurance Co
Access Fund
Underlying Fund
Glendower GP


document_description: This document is an amended and restated confidential private placement memorandum for Glendower Capital Secondary Opportunities Fund IV, LP, circulated to a limited number of qualified prospective investors for evaluating an investment in the fund's limited partner interests. It outlines the terms of the offering, including the merits and risks involved, and is circulated by Glendower Capital LLP, authorized by the UK Financial Conduct Authority. The memorandum is intended for professional investors and is not an approved prospectus under the UK Financial Services and Markets Act 2000.

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

document_date: March 2018

document_subtype: Private Placement Memorandum

key_organizations:
Glendower Capital LLP
UK Financial Conduct Authority


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

title: Confidential Private Placement Memorandum

key_organizations:
Glendower Capital
Pacific Life Insurance Co


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


document_description: This document is a confidential private placement memorandum related to Glendower Capital Secondary Opportunities Fund IV, LP, and Pacific Life Insurance Co.

title: Executive Summary

document_subtype: Confidential Private Placement Memorandum


document_description: The document is an executive summary for the Glendower Capital Secondary Opportunities Fund IV, LP, formed by Glendower Capital, an independent investment firm. The fund seeks US$1.75 billion in commitments to generate investment returns through a diverse portfolio in secondary private markets. It is the fourth fund led by Carlo Pirzio-Biroli and Charles Smith, following their spin-out from Deutsche Asset Management in 2017. The document outlines the fund's history, investment strategy, and key team members.

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

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

key_locations:
U.S.
Europe
London
New York

key_organizations:
Glendower Capital
Deutsche Asset Management
Deutsche Bank


document_description: The document is a confidential private placement memorandum for Glendower Capital Secondary Opportunities Fund IV, LP. It outlines the history and strategy of the fund, including its spin-out from Deutsche Asset Management in 2017. The memorandum highlights the benefits of secondary market investing, such as 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.

key_organizations:
Glendower Capital
Deutsche Asset Management
Secondary Opportunities Fund II, LP
Secondary Opportunities Fund III, LP


document_description: The document outlines the investment strategy and focus areas of the Glendower Capital Secondary Opportunities Fund IV, LP. It highlights the fund's approach to bespoke liquidity solutions, GP-led secondary deals, and its distinctive investment strategy built around five main pillars. These include focusing on less competitive transactions, pursuing a true value approach, buying margin of safety, efficient portfolio management, and a barbell approach to portfolio construction. The document also emphasizes the fund's informational advantage, relationships with sellers, and ability to handle complex transactions.

document_subtype: Executive Summary

key_organizations:
Glendower Capital
Deutsche Asset Management


document_description: This document is a confidential private placement memorandum related to the investment performance of Glendower Capital Secondary Opportunities Fund IV, LP, associated with Pacific Life Insurance Co.

title: Investment Performance

document_type: other


document_description: The document provides a performance analysis of the Glendower Capital Secondary Opportunities Fund TV, LP (SOF) and its related funds (SOF D, SOF II, SOF III) against the Cambridge Associates Secondaries Benchmark and Global Buyout Benchmark as of September 30, 2017. It includes performance metrics such as Net IRR, DPI, and TVPI across various vintage years, highlighting the strong comparative performance of the SOF funds. The data is unaudited and should be reviewed with additional performance information.

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

document_type: tabular

document_subtype: Investment Performance Report

key_organizations:
Glendower Capital
Cambridge Associates
Pacific Life Insurance Co


document_description: The document provides an analysis of the investment performance of the Glendower Capital Secondary Opportunities Fund IV, LP, comparing it with SOF, SOF II, and SOF III. It highlights the consistency in Net Contributed Capital, Net IRR, TVPI, and DPI across different economic cycles. The funds show a peak in Net Contributed Capital below 50% at around 16 quarters from inception, with Net IRR leveling off at around 20% after 20 quarters. Capital is typically returned in about 24 quarters, and TVPI converges to the 1.65x range by liquidation. The performance figures are based on unaudited results as of September 30, 2017.

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


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

key_locations:
North America
Europe
Asia and Pacific

key_organizations:
Glendower Capital
Pacific Life Insurance Co
DB Wealth Management
Raymond James
Alex Brown


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

key_organizations: Glendower Capital Secondary Opportunities Fund IV, LP


document_description: The document discusses the growth and pricing trends in the secondary private equity market, highlighting key metrics such as NAV, unfunded amounts, and pricing strategies. It includes a table showing the unrealized portfolio value, dry powder, and total value from 2007 to 2017. The document emphasizes the importance of pricing in secondary market transactions and the factors influencing it.

key_organizations:
Glendower Capital
Greenhill
Preqin
Dow Jones


document_description: The document discusses the secondary market supply and demand balance, highlighting Glendower Capital's perspective on the market. It includes data on dry powder and annual deal volume, emphasizing a balanced market with diverse seller composition. The document also references historical deal flow and market trends.

key_organizations:
Glendower Capital
Greenhill
Preqin
Bain & Company


document_description: The document provides a breakdown of seller composition for Glendower Capital Secondary Opportunities Fund IV, LP in 2017, along with market trends and private equity assets by fund vintage year. It highlights the emergence of traditional secondary buyers and funds-of-funds as sellers, and the significant supply of secondary opportunities in pre-crisis bubble funds.

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


document_description: The document outlines the investment strategy and process of Glendower Capital Secondary Opportunities Fund IV, LP. It focuses on mature fund interests, providing visibility on underlying assets and reducing 'blind pool risk'. The investment process includes deal origination, screening, investment decision, monitoring, and realisation. The fund aims to purchase funds through exclusive or minimally competitive transactions using an extensive network of industry relationships.


document_description: The document outlines the investment strategy and process for Glendower Capital Secondary Opportunities Fund IV, LP. It details the principles of asset selection, due diligence, investment decision-making, and risk management. The focus is on identifying quality investment opportunities through a rigorous due diligence process and managing investments actively post-acquisition.

document_subtype: Investment Memorandum


document_description: This document appears to be a confidential private placement memorandum related to Glendower Capital Secondary Opportunities Fund IV, LP, and Paolic Life Insurance Co. The page is intentionally left blank and marked as confidential pursuant to Federal Rule of Criminal Procedure 6(e).


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

title: Summary of Terms and Conditions


document_description: This document provides a summary of the principal terms of the Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership. It outlines the investment objectives, the roles of the General Partner and the Manager, and the fund's strategy for generating returns through various investment opportunities in the secondary market.

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

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

key_locations:
Cayman Islands
UK
U.S.
Europe

document_subtype: Summary of Terms and Conditions


document_description: This document outlines the terms and conditions for the Glendower Capital Secondary Opportunities Fund IV, LP, including details about the General Partner's share, commitments, minimum commitment, capital contributions, team investment, closings, subsequent closing partners, and drawdowns.

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

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


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

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

key_people:
General Partner
Special Limited Partner


document_description: This document outlines the terms and conditions for the Glendower Capital Secondary Opportunities Fund IV, LP, including details on feeder and parallel funds, successor funds, allocation of investment opportunities, transfers and withdrawals, reporting and valuations, and disclosure of changes to leverage provisions. It specifies the roles and rights of the Manager and the Fund Advisory Committee, as well as the conditions under which successor funds can be closed and investment opportunities allocated.

key_organizations:
Glendower Capital
Glendower Capital LLP


document_description: This document outlines the terms and conditions for the Glendower Capital Secondary Opportunities Fund IV, LP, including currency denomination, tax considerations, ERISA considerations, risk factors, and potential conflicts of interest. It also details the special counsel and auditors associated with the fund.


document_description: The document outlines various risk factors associated with investing in secondary real estate and real estate-related assets through the Glendower Capital Secondary Opportunities Fund IV, LP. It highlights risks such as economic changes, financing terms, environmental regulations, and contingent liabilities. It also discusses the multiple levels of expenses, independent investment strategies of underlying funds, and lack of direct interest for investors in portfolio investments.

document_subtype: investment risk disclosure


document_description: The document outlines various risk factors associated with investing in the Glendower Capital Secondary Opportunities Fund IV, LP. It discusses the unpredictability of future events, potential poor performance of investments, exclusive loss bearing by the Fund and its partners, risks associated with leverage, and the use of subscription line facilities. It also mentions the investment history and the reliability of the information provided.

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

key_organizations:
Glendower Capital
Pacific Lite Insurance Co


document_description: This section outlines various tax-related risk factors associated with the Glendower Capital Secondary Opportunities Fund IV, LP. It discusses potential tax implications for investors, changes in tax law, tax treatment, phantom income, risks from changes in the taxation of carried interest, and the corporate offense of failure to prevent the facilitation of tax evasion under the UK Criminal Finances Act 2017.


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

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

document_subtype: Risk Factors


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

key_people:
General Partner
Manager
Limited Partners


document_description: This document outlines various risk factors associated with the Glendower Capital Secondary Opportunities Fund IV, LP. It discusses potential regulatory changes, the impact of Brexit, and anti-money laundering compliance requirements. The document highlights uncertainties in regulatory environments, potential market dislocations due to Brexit, and the need for compliance with anti-money laundering laws.

key_locations:
UK
European Union


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

key_organizations:
Glendower Capital
Pacific Life Insurance Co
Credit Suisse Asset Management Limited


document_description: The document outlines the legal and tax considerations for the Glendower Capital Secondary Opportunities Fund IV, LP, a private fund limited partnership governed by English law. It details the jurisdiction for disputes, investor obligations, collateral and asset reuse arrangements, leverage limits, and periodic disclosure requirements.

key_locations: England Wales

document_subtype: Fund Partnership Agreement


document_description: The document outlines legal considerations for Glendower Capital Secondary Opportunities Fund IV, LP, including compliance with the Securities Exchange Act of 1934, the Investment Company Act of 1940, and the U.S. Investment Advisers Act of 1940. It discusses the Fund's obligations for SEC filings when acquiring significant equity in companies, exemptions from registration under the Investment Company Act, and the status of the Manager under the Advisers Act.

document_subtype: Legal Considerations


document_description: This section of the document discusses legal, ERISA, and tax considerations for investors in the Glendower Capital Secondary Opportunities Fund IV, LP. It covers the 25% Test for Benefit Plan Investors under ERISA, Form 5500 reporting requirements, and U.S. federal income tax considerations for the Fund, which is treated as a partnership for tax purposes. The document also mentions the new partnership audit rules under the Bipartisan Budget Act of 2015.

title: Certain Legal, ERISA and Tax Considerations

reference_numbers:
Section 4975
Form 5500


document_description: This document discusses the legal, ERISA, and tax considerations for investors in the Glendower Capital Secondary Opportunities Fund IV, LP. It covers topics such as the deductibility of expenses, qualified business income deductions, and the implications for ERISA plans and tax-exempt investors. It also addresses considerations for non-U.S. investors, including withholding tax rates and effectively connected income.


document_description: This document discusses the legal and tax considerations for investors in the Glendower Capital Secondary Opportunities Fund IV, LP. It highlights potential penalties for non-compliance with tax laws, the complexity of UK tax considerations, and the responsibilities of investors regarding tax reporting. The Fund is structured as an English limited partnership, and its tax treatment is based on it being an investment partnership. The document advises investors to consult with tax advisers for both U.S. and UK tax matters.

document_date: unknown

document_subtype: Tax and Legal Considerations


document_description: This document outlines the tax considerations for UK resident investors in the Glendower Capital Secondary Opportunities Fund IV, LP. It details the requirements for obtaining a Unique Taxpayer Reference (UTR) from HM Revenue & Customs, the taxation of income and capital gains for UK investors, and the implications of the Taxation (International and Other Provisions) Act 2010 and the Offshore Funds (Tax) Regulations 2009.

document_subtype: Tax Considerations


document_description: This document outlines the legal, ERISA, and tax considerations for investors in the Glendower Capital Secondary Opportunities Fund IV, LP, particularly focusing on UK tax implications for both UK and non-UK resident investors. It discusses the treatment of offshore funds, controlled foreign companies, unrealized gains or losses, and inheritance tax implications.


document_description: The document discusses legal, ERISA, and tax considerations for investors in the Glendower Capital Secondary Opportunities Fund N. LP. It covers withholding taxes and tax considerations for alternative investment vehicles, advising investors to consult their tax advisers.


document_description: This document is a notice to investors regarding the distribution of a Memorandum and the offer and sale of Interests in certain jurisdictions, which may be restricted by law. It outlines the responsibilities of investors to comply with applicable laws and regulations in their jurisdictions and provides specific notices to residents of the European Economic Area, Denmark, Finland, and Germany.

key_locations:
European Economic Area
Denmark
Finland
Germany

document_subtype: notice

key_organizations: Glendower Capital Secondary Opportunities Fund IV LP


document_description: This document is a Confidential Private Placement Memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP. It outlines the regulatory and marketing restrictions for offering the fund's interests in various countries including the Netherlands, Sweden, the United Kingdom, Australia, and Bahrain. The memorandum specifies that the fund is targeted at professional investors and is subject to different regulatory requirements in each jurisdiction.

key_locations:
The Netherlands
Sweden
United Kingdom
Australia
Bahrain


document_description: This document is a private placement memorandum for Glendower Capital Secondary Opportunities Fund IV, LP, outlining the legal restrictions and conditions for offering securities in various countries including Brazil, Brunei, Canada, Cayman Islands, Chile, China, and Colombia. It specifies that the offering is not a public offering and details the legal requirements and exemptions applicable in each jurisdiction.

key_locations:
Brazil
Brunei
Canada
Cayman Islands
Chile
China
Colombia


document_description: This document is a Confidential Private Placement Memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP, governed by Colombian law. It outlines the legal and regulatory framework for offering interests in the fund to fewer than one hundred specifically identified investors in Colombia, ensuring compliance with Colombian securities laws. The memorandum also addresses the regulatory status of the fund in the Dubai International Financial Centre (DIFC), stating that the fund is not regulated by the DIFC or the Dubai Financial Services Authority (DFSA). It emphasizes the need for prospective investors to conduct due diligence and consult financial advisors if needed.

key_locations: Colombia Dubai

key_organizations: Financial Supervisory Authority of Colombia


document_description: This document is a Confidential Private Placement Memorandum for Glendower Capital Secondary Opportunities Fund IV, LP. It outlines the legal and regulatory considerations for offering investment interests in various jurisdictions including Peru, Qatar, Saudi Arabia, Singapore, and South Korea. The memorandum specifies that the interests are not registered in these countries and are offered to institutional investors only, with specific legal disclaimers and restrictions for each jurisdiction.

key_locations:
Peru
Qatar
Qatar Financial Centre
Saudi Arabia
Singapore
South Korea

key_organizations: Qatar Financial Centre Regulatory Authority


document_description: The document outlines the anti-money laundering (AML) considerations and obligations for the Glendower Capital Secondary Opportunities Fund IV, LP. It details the responsibilities of the Manager to prevent money laundering, including verifying investor identities and sources of funds, and complying with economic sanction regulations. The document also discusses the Manager's right to refuse subscriptions or block funds if AML requirements are not met or if there is suspicion of illegal activity.

document_subtype: Anti-Money Laundering Policy


document_description: This document is a confidential private placement memorandum for the Glendower Capital Secondary Opportunities Fund IV, LP. It outlines the investment period, platforms, restrictions, and key persons involved in the fund. It also includes definitions and terms related to the fund's operations and legal considerations.

key_people:
Charles Smith
Carlo Rao-Birch
Adam Graev
Chi Cheung
Carlo Pirzio-Biroli

key_organizations: Organization for Economic Co-operation and Development


document_description: This document is a confidential private placement memorandum related to Glendower Capital Secondary Opportunities Fund IV, LP. It includes definitions and descriptions of various financial terms and entities involved in the fund, such as PFICs, QEF, RVPI, and others. It also outlines the roles of different funds and partnerships under the SOF program.

key_locations:
Cayman Islands
Scotland
England

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


document_description: This document provides important performance information for the Glendower Capital Secondary Opportunities Fund IV, LP, including definitions and explanations of various financial metrics such as DPI, Gross IRR, Net IRR, NAV, and TVPI. It discusses the effects of leverage on IRR calculations and includes a benchmark analysis comparing the fund's performance to other private equity funds.

title: Appendix 5 Important Performance Information


document_description: Proposed board of directors for the General Partner of Glendower Capital Secondary Opportunities Fund IV, LP, including detailed profiles of Alan Turner, Andrew Johnson, Kirsten Le Pape, and Vanessa Barrett.

key_people:
Alan Turner
Andrew Johnson
Kirsten Le Pape
Vanessa Barrett

key_locations:
Cayman Islands
Bermuda
Ireland
UK
USA
San Francisco

document_subtype: Board of Directors Proposal

key_organizations: Cayman Islands Institute of Professional Accountants


document_description: An abstract graphic consisting of three triangular sections: white, black, and light gray with a textured pattern, converging at a point in the upper right corner.


document_description: This document is a disclosure statement from Deutsche Bank Securities Inc., Glendower Access Secondary Opportunities IV GP LLC, and iCapital Advisors, LLC. It outlines the agreement for Deutsche Bank to solicit clients for investment in Glendower Access Secondary Opportunities IV funds. The document details the compensation structure for Deutsche Bank, including a one-time Placement Fee and a quarterly Servicing Fee, based on the subscription amount of the clients introduced by Deutsche Bank.

document_subtype: Disclosure Statement


document_description: This document outlines the servicing fees and compensation arrangements related to the Access Fund and the role of the Solicitation Agent. It details the fee structure based on the subscription amounts of DB Introduced Persons and the potential conflicts of interest due to financial incentives for the Solicitation Agent.

key_organizations:
Pacific Life Insurance Co
Access Fund
Glendower GP
Glendower Capital, LLC
Solicitation Agent
iCapital


document_description: This document is a Limited Partner Subscription Agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P., involving Pacific Life Insurance Co. It is marked as proprietary and confidential, and is subject to confidentiality under Federal Rule of Criminal Procedure 6(e).

title: Glendower Access Secondary Opportunities IV (U.S.), L.P. Limited Partner Subscription Agreement

document_subtype: Limited Partner Subscription Agreement


document_description: Instructions for investors interested in purchasing a limited partner interest in Glendower Access Secondary Opportunities IV (U.S.), L.P. Investors must complete applicable signature pages and exhibits of the Subscription Agreement and submit relevant Customer Identification Documents. The document includes a checklist for completing the Subscription Agreement and details on initial capital contributions and client identification documents.

title: Instructions for Investors in Glendower Access Secondary Opportunities IV (U.S.), L.P.

document_subtype: instructions


document_description: This document is a Limited Partner Subscription Agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware limited partnership. It references the Private Placement Memorandum and the Amended and Restated Limited Partnership Agreement. The agreement outlines the terms for an investor to become a limited partner in the partnership, which aims to invest in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership. The minimum subscription is $250,000.

key_people:
Investor
General Partner

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

key_organizations: Glendower Access Secondary Opportunities IV GP LLC


document_description: This document outlines the terms and conditions of an investment agreement between an investor and a partnership, including representations and warranties of the investor, suitability of the investment, and restrictions on transfer. The investor acknowledges understanding the offering materials and the risks involved, and agrees to bear the economic risk of the investment until the partnership's termination.

document_subtype: Investment Agreement


document_description: This document outlines the representations, warranties, and acknowledgments made by an investor in relation to a partnership investment. It includes details about the investor's qualified purchaser status, conflicts of interest, and additional risk factors associated with the investment. The document emphasizes that the partnership is not registered as an investment company and highlights the restrictions on transferability of interests.


document_description: This document outlines the terms and conditions for an investor's capital contribution to a partnership, including the requirement for full contribution, the investor's review of exhibits, the lack of need for liquidity, investment objectives, securities laws compliance, and exemptions from CFTC registration for the General Partner and Investment Manager.


document_description: This document outlines the terms and conditions for an investor, specifically a corporation, trust, partnership, limited liability company, or other entity, in relation to the Securities Exchange Act of 1934 and the Rule 506 exemption under the Securities Act. It includes clauses on the formation and purpose of the investor entity, disclosure of disqualifying events, and the investor's power and authority to execute agreements.

document_subtype: investment agreement


document_description: The document outlines compliance requirements for investors, specifically prohibiting investments from or dealings with sanctioned parties, non-cooperative jurisdictions, senior foreign political figures, and foreign shell banks. It also specifies that no cash or property contributed to the partnership should originate from these prohibited sources.

document_subtype: legal compliance document

key_organizations:
Pacific Life Insurance Co
Financial Action Task Force
Financial Crimes Enforcement Network
U.S. Treasury Department


document_description: The document outlines the legal obligations and representations of an investor in a partnership, particularly concerning compliance with anti-money laundering laws and sanctions. It specifies that the investor's funds must not be derived from illegal activities and that the investor must comply with U.S. and UK laws. The investor must also ensure that no sanctioned parties have an interest in the investment and must conduct due diligence on beneficial owners. The document also details the investor's obligation to inform the General Partner of any inaccuracies in their representations and the potential release of confidential information to authorities if required.

key_locations:
United States
UK

document_subtype: Subscription Agreement


document_description: The document outlines the terms and conditions for an investor in Glendower Capital Secondary Opportunities IV, LP, an English private fund limited partnership. It specifies that the investor will not be a limited partner of the fund, will have no direct interest or voting rights, and waives rights against the fund and its manager. It also details the fees and expenses the investor will be subject to and includes representations for 'Plan Investors' under ERISA.


document_description: This document outlines the terms and conditions for investors acquiring interests in a partnership, specifically addressing the handling of individual retirement accounts, insurance company general accounts, and non-U.S. employee benefit plans. It includes representations and covenants by investors regarding compliance with ERISA and other regulations, and the responsibilities of custodians and general partners.


document_description: This document outlines the terms and conditions of an investment agreement between an investor and a partnership, including representations, indemnity clauses, and compliance with regulatory requirements.

key_organizations:
Pacific Life Insurance Co
Partnership
General Partner
Underlying Fund Manager
Financial Advisor


document_description: This document is an investment form from Pacific Life Insurance Co, requiring prospective investors to complete information based on their status as individuals or entities. It includes fields for personal or entity information such as type, residence, tax identification, and contact details.

document_subtype: investment form


document_description: A document related to Pacific Life Insurance Co with sections on employment status, employer, occupation, tax year end, and FOIA Partner status.

document_subtype: insurance document


document_description: This document is a signature page for the General Partner of Glendower Access Secondary Opportunities IV GP LLC, represented by Institutional Capital Network, Inc. It pertains to the acceptance of a subscription for an interest amount in a partnership, which can be equal to or less than the amount offered by the Limited Partner.

document_subtype: signature page


document_description: Wire instructions for initial capital contribution and distributions for an investment with Pacific Life Insurance Co. The document outlines the need for providing bank account details for distributions and specifies the requirement for the account to be in the investor's name. It also requests information on the source of funds for the investment.

document_subtype: wire instructions


document_description: A form for providing advisor and investor contact information for communications related to an investment in a partnership through iCapital Network. The form includes options for copying advisors and additional individuals on correspondence.

document_subtype: investment communication

key_organizations:
Pacific Life Insurance Co
iCapital Network


document_description: The document contains placeholders for personal information related to Pacific Life Insurance Co, with fields for name, relationship to investor, email, and phone left empty. It is marked as proprietary and confidential, with references to confidentiality under Federal Rules of Criminal Procedure.


document_description: This document is a questionnaire for investors regarding their investment in a partnership, specifically focusing on whether the investment involves assets from retirement or employee benefit plans subject to Section 4975 of the Internal Revenue Code or ERISA. It also inquires about other regulatory considerations that might affect the partnership.

document_subtype: investment questionnaire


document_description: This document is an exhibit for entities such as partnerships, trusts, and corporations to declare their accredited investor status. It outlines various categories under which an entity can qualify as an accredited investor according to the Securities Act and related regulations.

title: Accredited Investor Status for Entities

document_subtype: Accredited Investor Status Form


document_description: This document is an investment questionnaire for Pacific Life Insurance Co, assessing the status of an investor in relation to the Investment Company Act. It includes questions about the investor's status as a qualified purchaser, investment company, and collective investment vehicle.


document_description: This document is an exhibit applicable to 'Plan Investors' which includes U.S. pension or employee benefit plans subject to ERISA, U.S. plans or accounts subject to Section 4975 of the Internal Revenue Code, entities holding 'plan assets' of such plans, or fiduciaries managing these assets. It contains representations and warranties that Plan Investors must confirm regarding their status and the nature of their assets.

title: Exhibit E - Plan Investor Representations

document_subtype: Plan Investor Representations


document_description: This document is an investment agreement involving Pacific Life Insurance Co, outlining conditions for Plan Investors, particularly those organized outside the United States. It includes representations and warranties required from the Investor if certain conditions are met, such as independent fiduciary decision-making and compliance with governing instruments and laws.

title: Pacific Life Insurance Co Investment Agreement

key_organizations:
Pacific Life Insurance Co
iCapital


document_description: This document is a privacy notice provided by Institutional Capital Network, Inc. and its affiliates, iCapital Advisors, LLC and iCapital Securities, LLC, in compliance with Regulation P by the Consumer Financial Protection Bureau. It outlines the types of nonpublic personal information collected from investors, the circumstances under which this information may be disclosed, and the measures taken to protect this information. The notice also informs investors of their rights to review the privacy policy annually.

title: NOTICE REGARDING PRIVACY OF FINANCIAL INFORMATION

document_subtype: Privacy Notice

key_organizations:
Institutional Capital Network, Inc.
iCapital Advisors, LLC
iCapital Securities, LLC
Consumer Financial Protection Bureau


document_description: This document outlines the terms and conditions for the Glendower Access Secondary Opportunities Fund IV (U.S.), L.P., which invests in the Glendower Capital Secondary Opportunities Fund IV, L.P. It includes details on fund structure, strategy, minimum commitment, fund term, capital calls, reporting, fees, and carried interest.

key_people: Glendower Access Secondary Opportunities IV GP LLC

key_locations: English Private Fund Limited Partnership

document_subtype: Investment Fund Document


document_description: The document provides information about the Glendower Access Secondary Opportunities IV (U.S.), L.P., highlighting the risks and fees associated with investing in the Access Fund compared to the Underlying Fund. It warns of potential lower returns due to additional fees and expenses, and outlines various risks associated with alternative investments.

document_subtype: investment information


document_description: This document contains legal disclaimers for the distribution and offering of securities in various jurisdictions including Malaysia, Mexico, Monaco, New Zealand, Oman, Qatar, Saudi Arabia, Singapore, South Korea, and Switzerland. It outlines the legal restrictions and requirements for offering securities in these regions and specifies that the document is confidential and not an offer to the public.

title: Legal Disclaimers for Various Jurisdictions

key_locations:
Malaysia
Mexico
Monaco
New Zealand
Sultanate of Oman
Qatar
Saudi Arabia
Singapore
South Korea
Switzerland

document_subtype: legal disclaimer

key_organizations:
Glendower Capital SOF IV, L.P.
Pacific Life Insurance Co
Credit Suisse
Hugo Fund Services SA
Banque Cantonale de Genève


document_description: This document outlines the risks associated with investing in private equity funds, including limited regulatory oversight, portfolio concentration, strategy risk, use of leverage, valuation issues, performance uncertainty, limited liquidity, tax risks, fees and expenses, and reliance on fund managers. It emphasizes the importance of due diligence in evaluating private equity fund managers.

document_subtype: disclosure document

key_organizations:
Pacific Life Insurance Co
Securities and Exchange Commission
iCapital Network


document_description: This document provides a summary of key terms for the Glendower Access Secondary Opportunities IV (U.S.), LP, including details on fund structure, strategy, minimum commitment, target size, fund term, capital calls, investment period, administrator, legal counsel, reporting, placement fee, management fee, carried interest, and subsequent closing fee.

title: Summary of Key Terms for Glendower Access Secondary Opportunities IV (U.S.), LP

key_people: Glendower Access Secondary Opportunities IV GP, LLC

document_subtype: Summary of Key Terms

key_organizations:
Glendower Capital
iCapital Advisors, LLC
Debevoise & Plimpton LLP
Cleary Gottlieb Steen & Hamilton LLP


document_description: A confidential investment document for accredited investors and qualified purchasers related to the Glendower Capital Secondary Opportunities Fund IV, LP for the second quarter of 2018.

document_subtype: investment document

key_organizations:
Glendower Capital
Pacific Life Insurance Co


document_description: This document contains information about Glendower Capital's investment strategies, secondary market updates, and key terms for the Secondary Opportunities Fund IV.

title: Glendower Capital Document


document_description: The document compares the performance of SOF Funds to major public market indices as of September 30, 2017. It includes performance data for various SOF funds and compares them to indices like MSCI World, Russell 2000, and Thomson Reuters Private Equity Buyout Index.

title: SOF Program Performance Comparison

document_subtype: financial performance report

key_organizations:
Glendower Capital
Pacific Lire Insurance Co


document_description: The document provides an overview of the performance of SOF, SOF II, and SOF III funds, highlighting metrics such as Net Contributed Capital, Net IRR, DPI, and TVPI over various quarters from inception. It includes a table showing the percentage of capital contributed over time and discusses the performance consistency across different fund sizes, vintages, and economic cycles. The performance figures are based on unaudited results as of September 30, 2017.

title: SOF Funds Performance Overview

key_organizations:
Pacific Life Insurance Co
Glendower Capital


document_description: The document provides an analysis of secondary funds raised or in fundraising from 1996-2018, categorized by strategy and fund size. It includes a table categorizing funds into three strategy categories: Levered beta play, Alpha play, and Low barriers to entry. The chart visualizes fund sizes and categories using bubbles of different shades of gray, with specific mention of Glendower Capital funds.

title: Glendower Capital Market Segmentation Analysis

document_subtype: investment analysis


document_description: Glendower's investment strategy involves sourcing less competitive deals globally, pursuing a selective value approach, buying with a margin of safety, and focusing on efficient portfolio construction. The strategy includes specific deal sizes, transaction percentages, and risk mitigation techniques.

title: Glendower Investment Strategy

document_subtype: investment strategy


document_description: The document outlines a disciplined barbell approach to investment, adjusting to market cycles by dialing up or down deal types relative to segment attractiveness. It includes descriptions of fund secondaries, GP-led secondaries, and single asset deals, along with market estimates and performance metrics from Glendower Capital.

title: Disciplined Barbell Approach Adjusted to Market Cycles


document_description: The document outlines Glendower Capital's investment strategy, highlighting their rigorous sourcing and deal selection process. It details their extensive industry network, proactive top-down approach, and significant experience in GP-led and Single Asset Deals. The document also provides statistics on their transaction history and investment experience.

title: Glendower Capital Investment Overview

document_subtype: Investment Summary

key_organizations:
Glendower Capital
Pacific Life Insurance Co
DB Wealth Management
Raymond James
Alex Brown


document_description: The document provides illustrative case studies of GP-led transactions and single asset deals, detailing projects/funds, deal sizes, regions, sellers, and descriptions of the deals. It includes information on motivated sellers, distressed assets, and structured deals across various regions including the US and Europe.

key_locations:
US
Europe
UK
France
Poland
Czech Republic
Bulgaria
Macedonia
Turkey

document_subtype: case studies


document_description: The document provides an analysis of secondary market volumes from 2006 to 2018, with a forecast for 2018. It highlights the growth in GP-led transactions, which now represent 25% of the volume. The forecast for 2018 is over US$60 billion, with historical data from 2006 to 2017 provided for context.

title: Secondary Market Volume Analysis

document_subtype: market analysis

key_organizations:
Pacific Lire Insurance Co
Glendower Capital
Greenhill GP Solutions
Dow Jones Private Equity Analyst


document_description: The document provides data on the growth of the global private equity market, highlighting the increase in total PE assets to US$2.8 trillion. It includes tables showing unrealized portfolio values, dry powder, and total values from 2007 to 2017, as well as annual secondary volumes as a percentage of total PE assets. The data is sourced from the 2018 Preqin Global Private Equity & Venture Capital Report and other industry reports.

document_subtype: financial report


document_description: The document provides an analysis of the secondary market capitalization, highlighting a balanced capital supply with specific figures for dry powder and annual deal volume. It includes estimates from Glendower Capital and references multiple sources for data validation.

key_organizations:
Pacific Life Insurance Co
Glendower Capital
Greenhill
Bain & Company


document_description: This document lists 28 General Partners (GPs) representing approximately 90% of SOF III's current exposure as of September 30, 2017. It includes various investment firms and capital partners involved in buyouts, real estate, and private equity.

title: SOF III Portfolio Exposure Summary

document_subtype: investment portfolio summary

key_organizations:
Pacific Life Insurance Co
Gilde
KKR
NAVIS
HIGHSTAR CAPITAL
CENTRE
Bridgepoint
NEUBERGER BERMAN
TDR Capital
LANE
LONG POINT CAPITAL
GMT
COLONY
NORTHSTAR
DUKE STREET
ASTRA
Quadrangle
Morgan Stanley
STAGE
ARCO REAL ESTATE
TURKVEN
UNLU & Co
SMITHFIELD
TCV
Zurmont Madison
octopusventures
Amadeus Capital Partners
Palamon Capital Partners
Glendower Capital


document_description: The document outlines the near-term investment pipeline for SOF IV as of March 31, 2018, detailing various projects, their deal types, regions, stages, sourcing methods, deal sizes, and SOF IV investments. It includes projects like Sunrise, Klein, Penguin II, and others, with investments ranging from $6 million to $1.4 billion.

title: SOF IV - Near term pipeline

key_locations:
North America
EMEA
Global
APAC

document_subtype: Investment Pipeline


document_description: The document provides biographies of key team members at Glendower Capital, including Carlo Pir210-Biroli, Charles Smith, Adam Graev, and Chi Cheung. It details their roles, previous experience, and educational background.

title: Team Bios

key_people:
Carlo Pir210-Biroli
Charles Smith
Adam Graev
Chi Cheung

key_locations:
London
New York

key_organizations:
Glendower Capital
Deutsche Bank
General Electric
The Boston Consulting Group
Pomona Capital
Lehman Brothers
Chatterjee Group
Soros Fund Management
Cowen & Co


document_description: The document provides biographies of key team members at Glendower Capital, detailing their roles, previous experience, and educational background. It includes information about Deirdre Davies, Joshua Glaser, Emilio Olmos, and Francesco Rigamonti, highlighting their responsibilities and career history.

key_people:
Deirdre Davies
Joshua Glaser
Emilio Olmos
Francesco Rigamonti

key_locations:
London
New York
Abu Dhabi
Milan
South Africa
Southern Europe
Middle East
Asia
Italy

document_subtype: team bios

key_organizations:
Glendower Capital
Deutsche Bank
KPMG
Paul Capital
Forum Capital
CIBC Oppenheimer
ADIA
UBS
Credit Suisse
Lafarge
Gallo & Co.


document_description: The document provides a breakdown of the gross invested capital for Pacific Life Insurance Co's SOF II portfolio as of September 30, 2017. It includes details on fund size, capital called, distributions, remaining NAV, and total net return. The document also outlines the sector composition, asset geography, and vintage year distribution.

title: SOF II — Portfolio construction


document_description: The document provides an overview of the remaining portfolio construction by FMV1 for Pacific Life Insurance Co as of September 30, 2017. It includes details on fund size, invested capital, capital called, distributions, remaining NAV, total net return, asset geography, investment strategy, vintage year, and sector composition.

title: Remaining portfolio construction by FMV1 as of September 30, 2017


document_description: This document provides a summary of various financial transactions managed by Pacific Life Insurance Co as of September 30, 2017. It includes details on project names, sourcing, seller types, deal types, funds, invested and funded capital, initial closing dates, gross multiples, and portfolio details. The document also includes notes on the performance figures and specific transactions like the Hoover transactions.

title: Overall transaction summary as of September 30, 2017

document_subtype: financial summary


document_description: This document provides important information for recipients in various jurisdictions regarding the distribution and offering of interests in a fund managed by an EU AIFM under the AIFMD. It includes specific notices for residents of the European Economic Area, Australia, Bahrain, and Brazil, outlining legal and regulatory considerations for each region.

title: Important Information for Recipients in Certain Jurisdictions

key_locations:
European Economic Area
Australia
Bahrain
Brazil

document_subtype: notice

key_organizations:
Pacific Life Insurance Co
Glendower Capital
Credit Suisse Group
Credit Suisse AG
Central Bank of Bahrain
Brazilian Securities Commission

reference_numbers:
Directive (2011/61/EU)
Directive 2004/39/EC
Australian Corporations Act 2001
Banking Act 1959


document_description: This document provides important information for recipients in various jurisdictions regarding the distribution and use of a presentation by Pacific Life Insurance Co. It outlines specific legal and regulatory considerations for recipients in Brunei, Canada, Cayman Islands, Chile, China, Colombia, France, Guernsey, and Haiti. The document emphasizes that the presentation is for informational purposes only and does not constitute an offer or invitation to the public in these jurisdictions.

key_locations:
Brunei
Canada
Cayman Islands
Chile
China
Colombia
France
Guernsey
Haiti

document_subtype: presentation


document_description: This document is a presentation by Glendower Capital, providing important information for recipients in certain jurisdictions, specifically Hong Kong and Israel. It outlines the legal restrictions and conditions under which investment products can be offered in these regions, emphasizing that the presentation is not approved by local securities authorities and is intended for sophisticated investors only. It also advises recipients to seek competent investment counseling before making any investments.

key_locations:
Hong Kong
Israel

key_organizations:
Glendower Capital
Pacific Life Insurance Co
Securities and Futures Ordinance
Israel Securities Authority
Tel-Aviv Stock Exchange


document_description: This document provides important information for recipients in certain jurisdictions regarding the offering of interests in a fund by Glendower Capital. It outlines the legal and regulatory considerations for potential investors in Qatar, Saudi Arabia, Singapore, South Korea, and Switzerland. The document emphasizes that it is not a public offer and highlights the risks and legal disclaimers associated with the investment.

key_locations:
Qatar
Saudi Arabia
Singapore
South Korea
Switzerland
Geneva

document_subtype: promotional document

key_organizations:
Glendower Capital
Qatar Central Bank
Capital Market Authority
Monetary Authority of Singapore
Financial Services Commission
Credit Suisse
Hugo Fund Services SA
Banque Cantonale de Geneve


document_description: This document is a supplement to the Confidential Private Placement Memorandum dated January 2018, related to the offering of limited partnership interests in Glendower Access Secondary Opportunities IV (US), L.P. It is intended for investors referred by Deutsche Bank Securities Inc.

title: Supplement to the Confidential Private Placement Memorandum

document_date: April 2018

document_subtype: Private Placement Memorandum Supplement

key_organizations:
Pacific Life Insurance Co
Glendower Capital
Deutsche Bank Securities Inc.


document_description: Amendment to the Summary of Principal Terms of the Access Fund, detailing the Servicing Fee arrangement with Deutsche Bank Securities Inc. as a Placement Agent. The fee structure is based on the subscription amount of DB Introduced Persons and varies during and after the investment period of the Underlying Fund.

document_subtype: Memorandum Amendment

key_organizations:
Pacific Life Insurance Co
Deutsche Bank Securities Inc.


document_description: The document outlines the placement fee structure for Deutsche Bank in relation to the Access Fund and Underlying Fund. It details the DB Placement Fee rates for DB Introduced Persons based on their subscription levels and the Direct Investor Placement Fees for direct investors in the Underlying Fund. It also mentions potential conflicts of interest for DB Introduced Persons.

document_subtype: Placement Fee Agreement

key_organizations:
Deutsche Bank
Glendower GP
Glendower Capital, LLC
Pacific Life Insurance Co


document_description: The document outlines the fee structure and potential conflicts of interest related to Deutsche Bank's role as a Placement Agent for Access Funds. It details the DB Placement Fee, Servicing Fee, and other fees associated with DB Introduced Persons and direct investors in the Underlying Fund. The document also discusses the potential conflicts of interest arising from Deutsche Bank's incentives to recommend investments in the Access Funds.

document_subtype: Investment Agreement

key_organizations:
Deutsche Bank
Access Funds
Investment Manager


document_description: The memorandum discusses amendments to the 'Certain Regulatory Matters' section, detailing settlements by DBSI with various regulatory bodies regarding research analyst independence and auction rate securities.

document_subtype: memorandum

key_organizations: National Association of Securities Dealers


document_description: The document is a Form ADV Part 2A for iCapital Advisors, LLC, detailing various private equity and investment funds managed by the firm. It outlines the structure and purpose of Private Access Funds and Direct Investment Funds, which pool investments for private equity or hedge funds managed by third-party managers. The document also mentions the exemption of these funds from registration under the Investment Company Act of 1940 and the Securities Act of 1933.

document_subtype: Form ADV Part 2A

key_organizations:
iCapital Advisors, LLC
Annandale Capital


document_description: The document is a Form ADV Part 2A for iCapital Advisors, LLC, detailing investment strategies, management fees, and assets under management as of December 31, 2017. It includes information about various funds managed by iCapital and their investment minimums, as well as the management fee structure and ownership details of Institutional Capital Network, Inc., iCapital's parent company.

key_organizations:
iCapital Advisors, LLC
Institutional Capital Network, Inc.
Annandale Capital


document_description: This document outlines the management and investor servicing fees associated with iCapital Advisors, LLC, as well as payments to underlying managers and service providers. It details the fees investors may incur, including management fees, investor servicing fees, and various fees charged by underlying funds. The document also describes the engagement of service providers like Dynasty Securities, LLC, and the organizational expenses each fund will bear.

title: iCapital Advisors, LLC - Form ADV Part 2A

key_organizations:
iCapital Advisors, LLC
Dynasty Securities, LLC


document_description: This document outlines the expenses related to the formation and operation of the Private Access Fund and Direct Investment Funds managed by iCapital Advisors, LLC. It details various costs including management fees, organizational expenses, taxes, legal and audit fees, and other operational costs. The document also mentions the expenses related to litigation, insurance, and consulting services.

key_organizations:
iCapital Advisors, LLC
Private Access Fund
Direct Investment Funds


document_description: The document outlines iCapital Advisors, LLC's due diligence process for evaluating investment opportunities, specifically focusing on internal rate of return, multiple on invested capital, and other financial metrics. It describes a five-stage selection process for hedge funds, involving market opportunity assessment, manager identification, initial diligence, deep dive diligence with Castle Hall Alternatives Inc., and final approval by the Investment Committee.

document_subtype: investment evaluation

key_organizations:
iCapital Advisors, LLC
Castle Hall Alternatives Inc.


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 within the Underlying Funds. The document emphasizes the importance of consulting professional advisers and reviewing legal documents before investing.


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 lack of diversification, higher fees, and lack of information regarding valuations. The document outlines the risks related to the Underlying Fund, including illiquidity, restrictions on transfer, and potential loss of investment. It also discusses the management and operational risks, including the risk of bad judgment or misconduct by the general partner or manager of the Underlying Fund.


document_description: The document is a Form ADV Part 2A from iCapital Advisors, LLC, discussing the terms and conditions related to capital contributions to Private Access Funds. It outlines the responsibilities of investors, potential penalties for failing to meet capital contributions, and the lack of direct rights or recourse for investors in the Underlying Fund. It also mentions that iCapital does not provide investment advice and that the terms of the Underlying Fund may change without liability to investors.

key_organizations:
iCapital Advisors, LLC
Private Access Fund
Underlying Fund


document_description: The document discusses investment strategies and risks associated with investing in non-U.S. securities, including American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs). It highlights the risks of investing in emerging markets and the impact of foreign currency fluctuations on investments.

key_organizations:
Annandale Capital
iCapital Advisors, LLC


document_description: The document discusses various financial risks associated with investments, including currency exchange rate fluctuations, credit risk, concentration risk, and settlement risk in foreign markets. It highlights how these factors can affect the value and performance of investment funds.


document_description: The document discusses various risks associated with investing in certain types of securities, including small or medium-sized companies, illiquid investments, convertible securities, and participation certificates. It highlights the potential for greater price volatility, liquidity issues, and counterparty risks.


document_description: The document discusses various financial risks associated with investment funds, including the use of derivatives, warrants, stock purchase rights, and debt securities. It highlights the potential for high volatility, illiquidity, and the speculative nature of certain investments, particularly those involving high yield or 'junk' bonds.


document_description: The document is a Form ADV Part 2A from iCapital Advisors, LLC, detailing potential conflicts of interest, fee structures, valuation processes, educational programs, and privacy policies related to their investment funds. It discusses the involvement of management persons in soliciting investment advisers, the fee structure for brokerage limited partners, the valuation of fund assets, and the provision of educational programs for financial advisers. The document also outlines iCapital's commitment to maintaining the confidentiality and security of investors' personal information.


document_description: The document outlines iCapital Advisors, LLC's brokerage practices, review of accounts, and client referrals and compensation policies. It details the selection criteria for brokers, the review process for fund performance, and the compensation structure for client referrals.

key_organizations:
iCapital Advisors, LLC
iCapital Securities, LLC
Annandale Capital


document_description: The document outlines iCapital Advisors, LLC's financial arrangements and policies, including management fees, collaboration with Fidelity Brokerage Services LLC, custody of client funds, and investment discretion. It details compensation arrangements with Fidelity, custody rules for fund-of-funds, and investment guidelines.

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


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


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

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

document_subtype: Limited Partnership Agreement


document_description: This document is a table of contents for the Amended and Restated Limited Partnership Agreement of Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes sections on tax reporting consistency, general provisions, power of attorney, execution of additional documents, limited partner information, binding on successors, governing law, waiver of partition, securities law matters, confidentiality, contract construction, arbitration, side letters, entire agreement, and bad actor disqualification information. Appendices cover definitions and regulatory and tax allocations.

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


document_description: This document outlines the terms of the Amended and Restated Limited Partnership Agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes details about the partnership's name, offices, purpose, powers, and the status of limited partners. The partnership is organized under the Delaware Act and has provisions for investment in an Underlying Fund.

key_locations: Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware


document_description: This document outlines the terms and conditions of the partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes provisions related to the obligations of limited partners in the event of death, dissolution, or bankruptcy, and the process for admitting additional limited partners before the final closing date.

title: Amended and Restated Limited Partnership Agreement


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 rights and responsibilities of the General Partner, including the ability to release confidential information to governmental authorities, amend the agreement without consent, and ensure compliance with anti-money laundering laws. The General Partner has exclusive management and control over the partnership.


document_description: The document outlines the terms under which the General Partner can utilize alternative investment vehicles for legal, tax, regulatory, accounting, or other reasons. It specifies the conditions under which Limited Partners may be required to make capital contributions to these vehicles and ensures that economic provisions are consistent with the main partnership agreement.

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


document_description: The document outlines the terms and conditions of a partnership agreement involving Annandale Capital. It covers partnership expenses, the formation of parallel access funds or feeder funds, investment guidelines, borrowings, and ERISA compliance. The General Partner has the authority to form additional investment vehicles to comply with legal and regulatory requirements. The partnership may invest in temporary investments and enter into credit facilities. The document also addresses compliance with ERISA regulations to avoid fiduciary responsibilities and prohibited transactions.

document_subtype: Partnership Agreement

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


document_description: This document is an amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It outlines the responsibilities and obligations of the General Partner, including actions to mitigate adverse consequences related to ERISA fiduciary standards. It details the fees and expenses, including organizational expenses, partnership expenses, and management fees. The document specifies the expenses borne by the partnership and those by the investment manager or its affiliates.


document_description: This document outlines the financial responsibilities and management fee structure for Limited Partners in the Glendower Access Secondary Opportunities IV (U.S.), L.P. It specifies how tax-related expenses and management fees are allocated among Limited Partners based on their subscriptions and investment periods.

key_people:
General Partner
Limited Partner
Investment Manager


document_description: This document outlines the terms and conditions of the partnership agreement for Glendower Accem Secondary Opportunities IV (U.S.), L.P. It includes details on management fees, capital contributions, and the obligations of partners. Management fees are calculated quarterly and can be waived or reduced by the Investment Manager. Capital contributions are required from each partner based on their subscription and percentage interest, with specific provisions for initial contributions and payment methods.

key_people:
Investment Manager
General Partner


document_description: This document outlines the terms and conditions related to the handling of a Defaulting Partner within the partnership. It specifies the rights and remedies available to the General Partner, including the ability to limit or eliminate the Defaulting Partner's voting rights, terminate their interest, and reallocate their share among non-defaulting partners. It also details the financial obligations of the Defaulting Partner and the cumulative nature of the remedies available to the General Partner.

key_people:
General Partner
Defaulting Partner


document_description: The document outlines the provisions related to bifurcated default and assignment of partner contributions in the context of a limited partnership agreement. It details the responsibilities and rights of the General Partner and Limited Partners in case of a default on capital contributions, including the treatment of defaulting partners and the assignment of unpaid subscriptions as security for indebtedness.

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

key_people:
General Partner
Limited Partners


document_description: This document is an excerpt from the Amended and Restated Limited Partnership Agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It outlines the allocation of net gain or loss among partners, compliance with Treasury Regulations, and adjustments to capital accounts. The document specifies how allocations of net gain, net loss, and other items of income, gain, loss, and deduction are to be made for each fiscal year. It also details the timing of allocations and the compliance with Section 704(b) of the Internal Revenue Code and Treasury Regulations.


document_description: This document outlines the terms and conditions of the partnership, including the duration, dissolution, and liquidation processes. It specifies the conditions under which the partnership may be dissolved, the role of the General Partner, and the procedures for liquidating assets upon dissolution.

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


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


document_description: This document 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 need for 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 a limited partner within the partnership. It specifies the rights and obligations of the General Partner and Limited Partners, including conditions under which a Limited Partner may be removed or required to withdraw.

key_people:
General Partner
Limited 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 includes provisions on look-through treatment, exculpation, and indemnification of covered persons, including the General Partner and Investment Manager. The document outlines the conditions under which these parties are not liable for losses suffered by the partnership or partners, provided they acted in good faith and without gross negligence or willful misconduct.

key_people:
General Partner
Investment Manager


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 indemnification and exculpation provisions for the partnership, including limitations on indemnification by the General Partner, adjustments required by law, and conditions under which partners may be required to return distributions to the partnership. The document also specifies the conditions under which these obligations survive the liquidation of the partnership or withdrawal of a partner.


document_description: This document is an amended and restated limited partnership agreement for Glendower Accem Secondary Opportunities IV (U.S.), L.P. It outlines the procedures for obtaining consents and approvals from limited partners, voting and consent requirements, and administrative provisions for keeping accounts and records. The document specifies that the General Partner can send notices to Limited Partners for consent requests and that non-objecting partners are deemed to have consented. It also details the voting process and the maintenance of partnership records.


document_description: This document outlines the terms and conditions of the Amended and Restated Limited Partnership Agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes provisions related to tax basis adjustments, electing investment partnership status, and tax reporting consistency. It also grants power of attorney to the General Partner for executing necessary legal documents.


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


document_description: This document outlines the confidentiality obligations of Limited Partners regarding Partnership Information, which is considered a valuable trade secret. It specifies the conditions under which such information can be disclosed, including to professional advisors or as required by law, and the procedures to follow if disclosure is legally compelled.

document_subtype: confidential agreement

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


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


document_description: This document is an amended and restated limited partnership agreement for Glendoocr Accem Secondary Opportunities IV (U.S.), L.P. It outlines the terms and conditions under which the partnership operates, including arbitration procedures, the use of side letters, and provisions for dealing with 'bad actors' under Rule 506(d) of the Securities Act. The agreement also specifies that it constitutes the entire agreement between the parties, superseding any prior agreements.


document_description: This document is an amended and restated limited partnership agreement for Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes provisions 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 signatures from the General Partner and Limited Partners, with Thomas Fortin as COO signing on behalf of Institutional Capital Network, Inc. Michael Stanton is noted as the withdrawing Initial Limited Partner.

key_people:
Thomas Fortin
Michael Stanton

key_organizations: Glendower Access Secondary Opportunities IV GP LLC


document_description: This document outlines the terms and definitions related to the Glendower Access Secondary Opportunities IV (U.S.), L.P. It includes definitions for terms such as Person, Placement Agent, Plan Assets Regulation, Prime Rate, Regulatory Allocations, Restricted Person, and others. It also references specific sections for detailed explanations of terms like Regulatory Allocations, Side Letter, Tax Liability, and Tax Matters Partner.

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


document_description: This document is an appendix to a partnership agreement, detailing regulatory and tax allocation provisions to comply with Treasury Regulation Section 1.704-1(b)(2)(iv). It includes sections on 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 for changes in partner interests.

title: Appendix II: Regulatory and Tax Allocations

document_subtype: Partnership Agreement Appendix


document_description: The document is an investment memorandum for the Access Fund, organized under the laws of a relevant member state of the European Economic Area (EEA). It outlines the risks and lack of liquidity associated with investing in the Access Fund, which is suitable only for sophisticated investors. The memorandum clarifies that purchasers of interests will not have direct interest or voting rights in the Underlying Fund and cannot bring actions against the Underlying Fund or its affiliates. It also states that Glendower Capital and its affiliates are not responsible for the organization, operation, or management of the Access Fund and have not participated in the preparation of the memorandum.

key_locations: United Kingdom of Great Britain and Northern Ireland

document_subtype: investment memorandum

key_organizations:
Annandale Capital
Access Fund
Glendower Capital, LLP
Glendower Capital (U.S.), LLC


document_description: This document is a confidential memorandum related to investment in the Access Fund, with a minimum subscription of $250,000. It outlines the confidentiality agreement required for recipients and the legal restrictions on the distribution and sale of interests in certain jurisdictions.

document_subtype: Memorandum

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


document_description: The document discusses the aggregation of positions for CFTC position limit and large trader reporting purposes, including future requirements for swaps equivalent to commodity futures. It advises prospective investors to consult legal advisors regarding position aggregation and reporting requirements. The investment manager has filed 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.

key_organizations:
Annandale Capital
CFTC
NFA


document_description: Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware limited partnership, is formed to invest in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund. The fund aims to generate attractive risk-adjusted returns through diverse investments in private equity and other assets, primarily on the secondary market. The memorandum includes details on investment objectives, risk factors, and potential conflicts of interest.

key_locations: Delaware England


document_description: The document outlines the investment strategy and terms for the Access Fund's investment in the 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 legal and regulatory issues.

document_subtype: Investment Fund Document

key_organizations:
Annandale Capital
Access Fund
Underlying Fund
Glendower GP


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

document_subtype: investment fund document


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

document_subtype: financial report

key_organizations:
Access Fund
Underlying Fund
General Partner
Investment Manager


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


document_description: The document outlines the terms related to carried interest, indemnification, and withdrawal/transfer for Limited Partners in the Access Fund associated with Annandale Capital. It specifies the carried interest distribution to Glendower GP, indemnification obligations, and conditions for withdrawal and transfer of interests by Limited Partners.

document_subtype: Investment Fund Agreement

key_organizations:
Annandale Capital
Access Fund
Underlying Fund


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

key_organizations:
Access Fund
U.S. Internal Revenue Service
Underlying Fund


document_description: The document outlines considerations for prospective investors in the Access Fund, particularly regarding compliance with ERISA regulations. It details the General Partner's efforts to ensure the fund is suitable for employee benefit plans and the limitations on benefit plan investors. It also discusses the potential for Limited Partners to return distributions to cover liabilities and the procedures for amending the Partnership Agreement.

key_organizations:
Annandale Capital
Access Fund


document_description: The document discusses the borrowing and credit support capabilities of an Underlying Fund and its impact on the Access Fund's ability to borrow funds. It outlines investor eligibility criteria and confidentiality obligations for Limited Partners. It also mentions compliance with U.S. Treasury Regulations regarding disclosure of tax treatment and structure.


document_description: This document provides information about the legal and administrative arrangements for an investment fund managed by Annandale Capital. It outlines the responsibilities of the General Partner in providing information to various parties, including Limited Partners and service providers. The document also details the legal counsel arrangements with Cleary Gottlieb Steen & Hamilton LLP and Maples and Calder, and mentions KPMG as the auditor.

document_subtype: Investment Fund Information

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


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

document_subtype: investment risk disclosure

key_organizations:
Annandale Capital
Access Fund
Underlying Fund
Glendower


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

document_subtype: investment agreement

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


document_description: The document discusses the potential impacts of recent changes in U.S. tax law, specifically the 2017 Tax Legislation, on the Access Fund and its investments. It highlights the increased costs and reduced exposure due to position limits and aggregation requirements, as well as the potential adverse effects on liquidity and execution pricing. The document also outlines the legal representation for the Access Fund and advises prospective investors to seek independent legal, tax, and financial advice. Key changes in the tax law include limitations on interest expense deductibility, changes in corporate tax rates, and new rules for controlled foreign corporations, which may result in phantom income for U.S. taxable persons. The legislation could significantly impact investment valuations and after-tax returns.

title: Impact of 2017 Tax Legislation on Access Fund

key_people:
Cleary Gottlieb Steen & Hamilton LLP
Maples and Calder

key_locations:
United States
Cayman Islands

document_subtype: legal advisory

key_organizations:
Access Fund
Underlying Fund