EPSTEIN
page 2 / 657 . OCR, unverified
for this purpose, by increasing the Partner's Capital Account balance by the amount the Partner is
obligated to restore to the Partnership within the meaning of Treasury Regulation Section 1.704-
1(b)(2)(ii)(c) or is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and
I.704-2(i)(5) and decreasing it by the amounts specified in Treasury Regulation Sections 1.704-
1(b)(2XiiXd)(4), (5) and (6)).
2.
Adjustments to Reflect Changes in Interests.
With respect to any fiscal period during which any Partner's interest in the Partnership changes,
allocations under this Agreement (including 6.3.2 and 8.3) shall be adjusted appropriately to take into
(ilendmver Access Sccondar,.. Opportunities IV (U.S.), L.P.
Amended and Rw‘taled Limited ParMa,lip Amoment
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0097110
CONFIDENTIAL
SDNY_GM_00243294
EFTA01391970
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METADATA_SOURCE: IMAGES0060
METADATA_FILENAME: EFTA01391971.pdf
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GLOUSI44 Glenn Warren
Proprietary and Confidential
account the varying interests of the Partners during such period in accordance with the requirements of
Section 706(d) of the Code and the Regulations thereunder.
3.
Special Allocations to Reflect Economic Interests.
The General Partner is authorized to modify the allocations otherwise provided for under Article 8 and
this Appendix II including by specially allocating items of gross income, gain, loss, or expense among
the Partners, if advised by the Partnership's tax advisors that such modifications or such special
allocations will cause the Capital Accounts of the Partners to reflect more closely the Partners' relative
economic interests in the Partnership as set forth in Article 7 and Article 10.
4.
Tax Allocations.
Except as otherwise provided in the Agreement or this Appendix II or as required by Section 704 of the
Code, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the
Partners in the same manner as are Net Gains and Net Losses and other items allocated pursuant to Article
and the other provisions of this Appendix II; provided however, that if the Carrying Value of any
property of the Partnership differs from its adjusted basis for tax purposes. then items of income, gain,
loss, deduction or credit related to such property for tax purposes shall be allocated among the Partners so
as to take account of the variation between the adjusted basis of the property for tax purposes and its
Carrying Value in the manner provided for under Section 704(c) of the Code.
•
•
•
(ikvidower Access Secondary Opporkiniticc IV (U.S.), L.P.
II-2
Amended and Rtaled Limited ParMayhip Ameanail
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0097111
CONFIDENTIAL
SDNY_GM_00243295
EFTA01391971
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METADATA_SOURCE: IMAGES0060
METADATA_FILENAME: EFTA01391972.pdf
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GLOUS144 Glenn Warren
Proprietary and Confidential — Private Placement Memorandum
Glendower Access Secondary Opportunities IV (U.S.), L.P.
An "Access Fund" into Glendower Capital Secondary Opportunities Fund IV,
LP
Offering of
Limited Partner Interests
January 2018
Important Disclosures
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0097112
CONFIDENTIAL
SDNY_GM_00243296
EFTA01391972
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METADATA_SOURCE: IMAGES0060
METADATA_FILENAME: EFTA01391973.pdf
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GLOUS144 Glenn Warren
This confidential private placement memorandum (as amended or supplemented from time to time. this
"Memorandum') is furnished on a confidential basis by iCapital Advisors, LLC or an affiliate (the "Investment
Manager') to a limited number of sophisticated investors ("Investors') for the purpose of providing certain
information about an investment in limited partner interests (the "Interests') in Glendower Access Secondary
Opportunities IV (U.S.), L.P., a Delaware limited partnership (the "Access Fund'). The Access Fund expects
to invest substantially all of its assets in Glendower Capital Secondary Opportunities Fund IV, LP, an English
private fund limited partnership (together with its parallel funds and alternative investment vehicles, if
applicable, the "Underlying Fund').
The Confidential Private Placement Memorandum of the Underlying Fund datcd October 2017 (as supplemented
by the Supplement to the Confidential Private Placement Memorandum dated November 2017 and as may be
amended, restated and/or further supplemented from time to time, the "Underlying Fund PPM-) is attached
hereto on a confidential basis as Appendix A and is incorporated herein by reference. The investment and
business objective of the Access Fund is to acquire a direct limited partner interest in the Underlying Fund. The
Underlying Fund PPM is an integral part of this Memorandum, therefore, prospective investors should carefully