GLOUS113 Cliff INIg Scotian 9: Certain Legal. ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV. LP Securities Law Matters Securities Act of 1933 The Interests described herein will not be registered under the Securities Act, or any other U.S. or non-U.S. securities laws, including state securities or blue sky laws. Interests will be offered and sold without registration in reliance upon the exemption for transactions not involving a public offering contained in the Securities Act and/or Regulation 0 or Regulation S promulgated thereunder and generally will be sold in the U.S. only to U.S. Investors who are accredited investors, as defined in Regulation D promulgated under the Securities Act. Each Investor will be required to make customary private placement representations. including that such Investor is acquiring an Interest for its own account, for investment and not with a view to resale or distribution. Further, each Investor must be prepared to bear the risk of an investment in the Interests for an indefinite period of time, since the Interests may not be transferred or resold except as permitted under the Securities Act and any applicable state or non- U.S. securities laws pursuant to registration or an exemption therefrom. It is extremely unlikely that the Interests will ever be registered under the Securities Act. Under Rule 506(e) of Regulation D promulgated under the Securities Act, the General Partner is required to furnish to each purchaser of interests a description of any matters that would have triggered disqualification under paragraph (d)(1) of Rule 506 of Regulation 0 but occurred before the rule's effective date. September 23, 2013. including as a result of such matters associated with a placement agent engaged by the General Partner with respect to the offering of interests. The following is a description of such matters that relate to Credit Suisse: in September 2008. Credit Suisse Securities (U