EFTA Document EFTA01438710

GLDUS133 Georgetown University Endowment Execution Version Proprietary and Confidential AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GLENDOWER ACCESS SECONDARY OPPORTUNITIES IV (U.S.), L.P. (A Delaware Limited Partnership) Dated as of April 11, 2018 THE LIMITED PARTNER INTERESTS (THE "INTERESTS") OF GLENDOWER ACCESS SECONDARY OPPORTUNITIES IV (U.S.), L.P. (THE "PARTNERSHIP") REPRESENTED BY THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS, AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LIMITED PARTNERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. EXCEPT AS OTHERWISE PROVIDED IN THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT, A LIMITED PARTNER MAY NOT SELL, ASSIGN, TRANSFER, PLEDGE OR OTHERWISE DISPOSE OF ALL OR ANY PART OF SUCH LIMITED PARTNER'S INTEREST IN THE PARTNERSHIP UNLESS THE GENERAL PARTNER (AS DEFINED HEREIN) HAS CONSENTED THERETO. EFTA01438710 GLDUS133 Georgetown University Endowment Proprietary and Confidential GLENDOWER ACCESS SECONDARY OPPORTUNITIES IV (U.S.), L.P. TABLE OF CONTENTS ARTICLE 1 - DEFINITIONS 1 1 Definitions. 1 ARTICLE 2 - ORGANIZATION; POWERS 1 2.1 2.2 2.3 3.2 3.3 3.4 3.5 3.6 4.2 4.3 5.2 Continuation of Limited Partnership. 1 Name; Offices 2 Purpose; Powers. 2 ARTICLE 3 - PARTNERS 2 3.1 Names, Addresses and Subscriptions. 2 Status of Limited Partners. 2 3.2.1 Limited Liability 2 3.2.2 Effect of Death, Dissolution or Bankruptcy. 3 3.2.3 No Control of Partnership. EFTA01438711 3 Additional Limited Partners. 3 3.3.1 Additional Subscriptions Before Final Closing Date. 3.3.2 Accession to Agreement. 4 3.3.3 Anti-Money Laundering Provisions. 5 Management and Control of Partnership. 6 3.4.1 Management by General Partner. 6 3.4.2 Powers of General Partner. 6 3.4.3 Outside Business. 7 Alternative Investment Vehicles. 8 Parallel Access Funds or Feeder Funds. 10 ARTICLE 4 - INVESTMENTS AND ACTIVITIES 10 4.1 Investment Guidelines 10 Borrowings 10 ERISA Compliance. 10 ARTICLE 5 - FEES AND EXPENSES 11 5.1 Organizational Expenses. 11 Partnership Expenses and Management EFTA01438712 Fee 11 5.2.1 Payment of Expenses. 11 5.2.2 Management Fee. 13 ARTICLE 6 - CAPITAL OF THE PARTNERSHIP 14 6.1 Obligation to Contribute. 14 6.2 6.3 6.1.1 In General. 14 6.1.2 Initial Capital Contributions. 14 6.1.3 Additional Contributions; Deficiency Drawdowns. 15 6.1.4 Procedure for Notice of Capital Calls; Rescission or Postponement. 15 6.1.5 Offsets Against Distributions; No Interest or Withdrawals. 15 6.1.6 General Partner's Authority to Reduce Subscriptions. 15 6.1.7 Subscription of the General Partner. 15 Return of Certain Amounts Subject to Subsequent Drawdown 15 6.2.1 Unused Contributions. 15 6.2.2 Return of Contributions upon Admission of Additional Partner. 16 6.2.3 Effect of Return of Contributions. 16 Failure to Make Required Payment. 16 6.3.1 EFTA01438713 Interest. 16 Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement i EFTA01438714 GLDUS133 Georgetown University Endowment Proprietary and Confidential 6.3.2 Default. 17 6.3.3 Bifurcated Default. 20 6.3.4 Assignment of Partner Contributions. 20 ARTICLE 7 - DISTRIBUTIONS 21 7.1 Amount, Timing and Form. 21 7.1.1 General. 21 7.1.2 Distribution of Proceeds of Investments 21 7.2 7.3 7.4 7.5 Discretionary Distributions. 21 7.2.1 General. 21 7.2.2 Operational Rules. 22 Special Distributions. 22 Payment of Taxes. 22 7.4.1 General. 22 7.4.2 Tax Liability 23 7.4.3 Partnership EFTA01438715 Obligation. 23 Certain Distributions Prohibited. 23 ARTICLE 8 - CAPITAL ACCOUNTS; ALLOCATIONS 23 8.1 8.2 8.3 8.4 9.2 9.3 10.2 10.3 10.4 10.5 Allocations of Net Gain or Loss. 24 8.2.1 Net Gain and Net Loss, Generally. 24 8.2.2 Special Allocations of Items of Loss or Deduction. 25 8.2.3 Allocations Following a Default 25 Other Specially Allocated Items. 25 Admission of Additional Partners. 25 ARTICLE 9 - DURATION OF THE PARTNERSHIP 26 9.1 Term of Partnership. 26 Dissolution Upon Withdrawal of General Partner. 26 Dissolution by the General Partner. 26 ARTICLE 10 - LIQUIDATION OF ASSETS ON DISSOLUTION EFTA01438716 26 10.1 General. 26 Liquidating Distributions 26 Expenses of Liquidator. 27 Duration of Liquidation. 27 Liability for Returns. 27 10.5.1 General. 27 10.5.2 Limited Partner Obligations. 27 ARTICLE 11 - LIMITATIONS ON TRANSFERS AND WITHDRAWALS 27 11.1 Transfers of Limited Partnership Interests. 27 11.1.1 General. 27 11.1.2 Consent of General Partner. 28 11.1.3 No Public Trading in Partnership Interests. 28 11.1.4 No Recognition of Certain Transfers. 28 11.1.5 Required Representations by Parties. 28 11.1.6 Other Prohibited Legal Consequences. 29 11.1.7 Opinion of Counsel. 30 11.1.8 Reimbursement of Transfer Expenses. EFTA01438717 30 11.2 Admission of Substituted Limited Partners. 30 11.2.1 General. 30 Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement ii Capital Accounts. 23 8.1.1 Creation and Maintenance. 23 8.1.2 Timing of Allocations. 24 8.1.3 Compliance with Treasury Regulations 24 EFTA01438718 GLDUS133 Georgetown University Endowment Proprietary and Confidential 11.3 11.4 11.5 11.6 11.7 11.2.2 Effect of Admission. 30 Non-Compliant Transfer. 31 Multiple Ownership 31 No Withdrawal Rights. 31 Removal of a Limited Partner. 31 Look-Through Treatment. 32 ARTICLE 12 - EXCULPATION AND INDEMNIFICATION 32 12.1 Exculpation. 32 12.1.1 General. - 32 12.1.2 Activities of Others. 32 12.1.3 Liquidator. 32 12.1.4 Advice of Experts. 32 12.2 Indemnification 33 12.3 12.4 12.2.1 General. 33 EFTA01438719 12.2.2 Limitation on Indemnification. 33 12.2.3 Advance Payment of Expenses 33 12.2.4 Insurance 34 12.2.5 Successors. 34 12.2.6 Rights to Indemnification from Other Sources. 34 12.2.7 Discretionary Limitation by General Partner. 35 Limitation by Law. 35 Return of Certain Distributions. 35 ARTICLE 13 - AMENDMENTS, VOTING AND CONSENTS 36 13.1 Amendments. 36 13.2 13.1.1 Consent of Partners. 36 13.1.2 Amendments Affecting Partners' Economic Rights. 36 13.1 3 Consent to Amend ERISA Provisions. 36 13.1.4 Notice of Amendments. 36 13.1.5 Negative Consent. 36 Voting and Consents. 37 ARTICLE 14 - ADMINISTRATIVE PROVISIONS EFTA01438720 37 14.1 14.2 Financial Reports. 38 14.2.1 Annual Financial Statements. 38 14.2.2 Annual Tax Information. 38 14.2.3 Quarterly Reports. 38 14.2.4 Information Rights. 38 14.3 Valuation 39 14.3.1 Valuation by General Partner. 39 14.3.2 Freely Tradable Securities. 39 14.3.3 Other Assets. 39 14.3.4 Goodwill and Intangible Assets. 39 14.4 14.5 14.6 Notices. 39 Accounting Provisions 40 14.5.1 Fiscal Year. 40 14.5.2 Independent Accountants. 40 Tax Provisions. 40 EFTA01438721 14.6.1 Classification as Partnership. 40 14.6.2 Tax Matters Partner; Partner Tax Information; FATCA. 40 14.6.3 Section 1045 Rollovers 42 14.6.4 Electing Investment Partnership. 43 Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement iii Keeping of Accounts and Records; Certificate of Limited Partnership. 37 14.1.1 Accounts and Records. 37 14.1.2 Certificate of Limited Partnership. 38 EFTA01438722 GLDUS133 Georgetown University Endowment Proprietary and Confidential 14.7 14.6.5 Tax Reporting Consistency. 43 General Provisions. 43 14.7.1 Power of Attorney. 43 14.7.2 Execution of Additional Documents. 44 14.7.3 Limited Partner Information. 44 14.7.4 Binding on Successors. 45 14.7.5 Governing Law and Remedies for Breach 45 14.7.6 Waiver of Partition. 45 14.7.7 Securities Law Matters. 45 14.7.8 Confidentiality 45 14.7.9 Contract Construction; Headings; Counterparts. 47 14.7.10 Arbitration. 48 14.7.11 Side Letters. 48 14.7.12 Entire Agreement. 48 14.7.13 Bad Actor Disqualification Information. 48 Appendix I Definitions Appendix II Regulatory and Tax Allocations Glendower Access Secondary Opportunities IV (U.S.), L.P. EFTA01438723 Amended and Restated Limited Partnership Agreement iv EFTA01438724 GLDUS133 Georgetown University Endowment Proprietary and Confidential Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT, dated as of April 11, 2018 (this "Agreement"), by and among Glendower Access Secondary Opportunities IV GP LLC, as the sole general partner (the "General Partner"), and those firms, corporations and other Persons listed on the List of Partners as limited partners who execute a counterpart of this Agreement (the "Limited Partners"). The General Partner and the Limited Partners are sometimes referred to herein collectively as the "Partners." WHEREAS, by an agreement dated January 8th, 2018 and made by and between the General Partner and the Initial Limited Partner (the "Initial Agreement"), the General Partner and the Initial Limited Partner formed Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Partnership") by the filing of the Certificate of Limited Partnership with the Office of the Secretary of State of the State of Delaware on January 8th, 2018. WHEREAS, on the date hereof, the General Partner desires to admit additional persons to the Partnership as Limited Partners and the Initial Limited Partner desires to withdraw from the Partnership; and WHEREAS, in connection with such admissions and withdrawal, the parties desire to amend and restate the Initial Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend and restate the Initial Agreement to read in its entirety as follows: ARTICLE 1 - DEFINITIONS 1 DEFINITIONS. Capitalized terms used herein and not otherwise defined have the meanings assigned to them in Appendix I hereto. As used herein, the term "Partner" shall also include, as applicable in the General Partner's sole discretion, any Persons for whom an Approved Agent is recorded on the books and records of the Partnership as nominee or agent, notwithstanding that such Partner is not recorded on the books and records. ARTICLE 2 - ORGANIZATION; POWERS 2.1 CONTINUATION OF LIMITED PARTNERSHIP. The Partners agree to continue the Partnership subject to the terms of this EFTA01438725 Agreement in accordance with the Delaware Revised Uniform Limited Partnership Act, as amended from time to time (the "Delaware Act"), and the Initial Agreement is hereby amended and restated in its entirety by its deletion and replacement by this Agreement. The Initial Limited Partner hereby withdraws from the Partnership simultaneously with the admission of the first additional Limited Partner, and none of the Partners shall have any claim against the Initial Limited Partner as such. Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement EFTA01438726 GLDUS133 Georgetown University Endowment Proprietary and Confidential 2.2 NAME; OFFICES. The name of the Partnership is " Glendower Access Secondary Opportunities IV (U.S.), L.P." The Partnership shall have the exclusive right to use such name as long as the Partnership continues. The name of the Partnership may be changed at any time by the General Partner without the consent or approval of the Limited Partners. The principal office of the Partnership shall be located initially at c/o Institutional Capital Network, Inc , 60 East 42nd Street, New York, NY 10165. The initial address of the Partnership's registered office in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, and its initial registered agent at such address for service of process is The Corporation Trust Company. The General Partner may change the locations of the principal office and registered office of the Partnership to such other locations, and may change the registered agent of the Partnership in Delaware to such other Person, as the General Partner may specify from time to time. The General Partner, in its sole discretion, may cause the Partnership to open additional offices. 2.3 PURPOSE; POWERS. The principal purpose of the Partnership is to make, hold and dispose of an investment in the Underlying Fund and to engage in any activities incidental thereto, including holding funds in cash or investment funds in short term investments pending utilization. Subject to the provisions of this Agreement, the Partnership may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing and any other activity that is lawful for, and shall have all of the powers available to, a limited partnership organized under the Delaware Act. The General Partner, in its discretion, may, choose not to commit up to 10% of the Limited Partners' Subscriptions to the Partnership for investment into the Underlying Fund. Such reserved commitment amounts may be used in accordance with 6.1.3. However, the General Partner is not required to set aside any such amounts and may commit up to 100% of the Limited Partners' Subscriptions to the Underlying Fund resulting in an over-commitment of the of the Partnership (i.e., the Partnership's commitment amount to the Underlying Fund, together with any expenses of the Partnership would be greater than the total amount of the Limited Partners' Subscription to the Partnership). EFTA01438727 ARTICLE 3 - PARTNERS 3.1 NAMES, ADDRESSES AND SUBSCRIPTIONS. The name, address, facsimile number, electronic mail address and Subscription of each Partner are set forth in the List of Partners. The General Partner shall cause the List of Partners to be revised, without the necessity of obtaining the consent of any other Partner, to reflect any changes in the information contained thereon occurring pursuant to the terms of this Agreement. Each Partner shall promptly provide the Partnership with the information required to be set forth for such Partner on the List of Partners and shall thereafter promptly notify the Partnership of any change to such information. 3.2 STATUS OF LIMITED PARTNERS. 3.2.1 Limited Liability. No Limited Partner, in its capacity as such, shall be liable for the debts and obligations of the Partnership so long as such Limited Partner does not take part in the control of the business of the Partnership; provided, however, that each Limited Partner shall be required to pay to the Partnership (a) any unpaid capital contributions that such Limited Partner has agreed to make to the Partnership pursuant to Article 6, to the extent provided in Section 17-502(a) and (b) of the Delaware Act; (b) the amount of any Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 2 EFTA01438728 GLDUS133 Georgetown University Endowment Proprietary and Confidential distribution that such Limited Partner is required to return to the Partnership pursuant to the Delaware Act; and (c) the unpaid balance of any other payments that such Limited Partner expressly is required to make to the Partnership pursuant to this Agreement, including, without limitation, 3.3.1 or 12.4, or pursuant to such Limited Partner's subscription agreement, if any. 3.2.2 Effect of Death, Dissolution or Bankruptcy. Upon the death, incompetency, bankruptcy, insolvency, liquidation or dissolution of a Limited Partner, the rights and obligations of such Limited Partner under this Agreement shall inure to the benefit of, and shall be binding upon, such Limited Partner's successor(s), estate or legal representative, and each such Person shall be treated as an assignee of such Limited Partner's interest for purposes of Article 11 until such time as such Person may be admitted as a substituted Limited Partner pursuant to that Article. 3.2.3 No Control of Partnership. Except as otherwise provided herein, no Limited Partner shall have the right or power to: (a) withdraw or reduce its contribution to the capital of the Partnership; (b) cause the dissolution and winding up of the Partnership; or (c) demand or receive property in return for its capital contributions. No Limited Partner, in its capacity as such, shall take any part in the control of the affairs of the Partnership, undertake any transactions on behalf of the Partnership, or have any power to sign for or otherwise to bind the Partnership. 3.3 ADDITIONAL LIMITED PARTNERS. 3.3.1 Additional Subscriptions Before Final Closing Date. (a) Subject to the provisions of this Agreement, during the period from the date on which investors are first admitted to the Partnership (the "Initial Closing Date") through the date which is three (3) months following the last date on which the Underlying Fund may hold a closing (the "Final Closing Date"), the General Partner is authorized, but not obligated, to admit to the Partnership one or more additional Limited Partners (each, an "Additional Limited Partner") and to accept additional Subscriptions from existing Limited Partners (including any Feeder Fund making a corresponding increase to its Subscription based on the admission of additional limited partners to, or increase in subscriptions by existing EFTA01438729 limited partners in, such Feeder Fund), who shall be deemed to be Additional Limited Partners to the extent of such additional Subscriptions. Each such Additional Limited Partner admitted to the Partnership pursuant to this 3.3.1 (including through an increase in its Subscription) prior to the final closing date of the Underlying Fund shall be required to contribute, on or after the date of its admission or the acceptance of its additional Subscription, in each case as determined by the General Partner in its sole discretion: (1) the amount of the contribution required by the Underlying Fund from the Partnership, including any cost-of-carry or interest amount, attributable to such Limited Partner's new or increased Subscription, if any, if the Partnership makes a corresponding increase in its commitment to the Underlying Fund; (2) its proportionate share of all funded Partnership Expenses (excluding the Management Fee) and to the extent not duplicative of (1), its proportionate share of funded Subscriptions of Limited Partners (other than Defaulting Partners) admitted in prior closings, including, if applicable, in connection with Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 3 EFTA01438730 GLDUS133 Georgetown University Endowment Proprietary and Confidential Subscriptions (or portions thereof) that are not correspondingly invested in the Underlying Fund; (3) (4) the amount of the Management Fee that would have been payable in respect of such Additional Limited Partner, had such Additional Limited Partner subscribed for such interest at the Initial Closing; and at the General Partner's option, an interest-equivalent amount equal to the interest that would be payable on a debt obligation in the amount of the contribution made pursuant to (2) and (3), computed at a rate per annum equal to the higher of (A) LIBOR plus 2% and (B) 8% for the period from the due date or dates on which the other Partners were required to make their earlier contributions to the date of such contribution. (b) Any Additional Limited Partners admitted after the final closing date of the Underlying Fund shall contribute, on or after the day of its admission or acceptance of its additional Subscription, (i) its proportionate share of funded Subscriptions of Limited Partners (other than Defaulting Partners) admitted in prior closings (including in respect of Partnership Expenses other than Management Fees) and (ii) the amount of the Management Fee that would have been payable in respect of such Additional Limited Partner, had such Additional Limited Partner subscribed for such Interest at the Initial Closing) plus, at the General Partners option, an interest-equivalent amount equal to the interest that would be payable on a debt obligation in the amount of the contribution, computed at a rate per annum equal to the higher of (A) LIBOR plus 2% and (B) 8% for the period from the due date or dates on which the other Partners were required to make their earlier contributions to the date of such contribution. (a) Any amounts contributed pursuant to 3.3.1(a)(3) or 3.3.1(b)(ii), including any interest thereon shall be paid to the Investment Manager. Other amounts shall be subject to adjustment as provided in 6.2.2 and shall be invested in the Underlying Fund or paid to existing Limited Partners (including any Feeder Fund), which may result in the dilution of existing Limited Partners (including any Feeder Fund and indirectly, limited partners of any such Feeder Fund), provided that any amounts which constitute interest paid to existing Limited Partners shall not increase such Limited Partners' unpaid EFTA01438731 Subscriptions. For the avoidance of doubt, investments of the Underlying Fund made and disposed of prior to a particular subsequent closing will not be allocated to any Limited Partners admitted at such subsequent closing and the General Partner may, in its sole discretion, make any allocations or adjustments necessary to give effect to this provision. (b) The General Partner may apply this 3.3.1 to the limited partners of a Feeder Fund on a look-through basis, as if such limited partners had a direct interest in the Partnership or were subscribing for a direct interest in the Partnership (or to increase its Subscription to the Partnership), and the General Partner may, in its sole discretion, adjust the Capital Accounts, Contributions, payments and distributions of and to the Limited Partners (including a Feeder Fund) in order to give effect to the foregoing and to the provisions of any limited partnership agreement of a Feeder Fund. 3.3.2 Accession to Agreement. Each Person who is to be admitted as an Additional Limited Partner or substituted Limited Partner pursuant to this Agreement shall accede to this Agreement by executing (either directly or by power of Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 4 EFTA01438732 GLDUS133 Georgetown University Endowment Proprietary and Confidential attorney), together with the General Partner, a counterpart signature page to this Agreement providing for such admission, which shall be deemed for all purposes to constitute an amendment to this Agreement providing for such admission but shall not require the consent or approval of any other Partner. The General Partner shall make any necessary filings with the appropriate governmental authorities and take such actions as are necessary under applicable law to effectuate such admission. 3.3.3 Anti-Money Laundering Provisions. The Limited Partners acknowledge that the Partnership, the General Partner, the Underlying Fund and their respective Affiliates may be subject to certain anti-money laundering laws and related pronouncements and may otherwise be prohibited from engaging in transactions with, or providing services to, certain foreign countries, territories, entities and individuals, including without limitation, specially designated nationals, specially designated narcotics traffickers and other parties subject to United States government sanctions and embargo programs. In furtherance of the foregoing: (a) Each Limited Partner hereby agrees to ensure that: (1) None of the monies that such Limited Partner will contribute to the Partnership shall be derived from, or related to, any activity that is deemed criminal under United States law or the law of the jurisdiction in which such activity took place; and (2) No contribution or payment by such Limited Partner to the Partnership, to the extent that such contribution or payment is within such Limited Partner's control, and no distribution to such Limited Partner (assuming such distribution is made in accordance with instructions provided to the General Partner by such Limited Partner) shall cause the Partnership or the General Partner to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 or any other anti-money laundering laws or regulations, in each case as amended and any successor statute thereto and including all regulations promulgated thereunder (collectively, the "Anti-Money Laundering Laws"). (b) EFTA01438733 Each Limited Partner: (1) shall promptly notify the General Partner if, to the knowledge of such Limited Partner, there has been any violation of 3.3.3(a); (2) shall provide the General Partner, promptly upon receipt of the General Partner's written request therefor, with any additional information regarding such Limited Partner or its beneficial owner(s) that the General Partner deems necessary or advisable in order to ensure compliance with the Anti-Money Laundering Laws or all applicable laws, regulations and administrative pronouncements concerning other criminal activities; and (3) understands and agrees that if, at any time, the requirements of 3.3.3(a) or (b) are not satisfied, or if otherwise required by the Anti-Money Laundering Laws or any applicable law or regulation related to other criminal activities, the General Partner may take any actions as it determines to be necessary or advisable to comply with all such applicable laws, regulations and pronouncements, including "freezing" such Limited Partner's Interest or causing the compulsory redemption or Transfer of such Limited Partner's Interest to another person or entity at no value. Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 5 EFTA01438734 GLDUS133 Georgetown University Endowment Proprietary and Confidential (c) Each Limited Partner acknowledges and agrees that (1) the Partnership or the General Partner may release confidential information regarding such Limited Partner and, if applicable, any of its beneficial owners, or provide such confidential information to the Underlying Fund such that they may release such confidential information, in each case to governmental authorities if the General Partner or the general partner of the Underlying Fund, as applicable, in their sole discretion, determine that releasing such information is in the best interest of the Partnership and/or the Underlying Fund in light of any regulations or administrative pronouncements promulgated under the laws referred to in 3.3.3(b)(2), and (2) the General Partner, without the consent of any Limited Partner and notwithstanding any other provision of this Agreement, may amend any provision of this Agreement in order to effectuate the intent of this 3.3.3. (d) Notwithstanding any other provision of this Agreement or of any Limited Partner's subscription agreement, the General Partner, on its own behalf or on behalf of the Partnership, may, in its sole discretion and without the approval of any Limited Partner or any other Person, agree in writing with any Limited Partner to alternate representations and covenants of such Limited Partner reasonably designed to ensure compliance with applicable Anti-Money Laundering Laws and other criminal laws, regulations and administrative pronouncements and government sanctions, and thereby expressly waive compliance with all or any part of this 3.3.3 with respect to such Limited Partner. The Partners agree that any terms contained in such writing to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement or of any subscription agreement. (e) Notwithstanding any other provision of this Agreement to the contrary, the General Partner in its own name and on behalf of the Partnership, acting alone, shall be authorized without the consent of any Limited Partner, to take such action as it determines to be EFTA01438735 necessary or advisable to comply with any anti-money laundering or anti- terrorist laws, rules, regulations, directives or special measures, including the actions contemplated by the subscription agreements and in connection with actions contemplated by the governing documents of the Underlying Fund. 3.4 MANAGEMENT AND CONTROL OF PARTNERSHIP. 3.4.1 Management by General Partner. The management, policies and control of the Partnership shall be vested exclusively in the General Partner, who shall have the rights, powers and obligations required to be vested in or assumed by a general partner of a limited partnership under the Delaware Act and otherwise as provided by law. Except as otherwise expressly provided in this Agreement or by law, the General Partner is hereby vested with the full, exclusive and complete right, power and discretion to operate, manage and control the affairs of the Partnership (and to delegate the management and operation of the Partnership to the Investment Manager on the terms set forth in the Management Agreement) and to make all decisions affecting Partnership affairs, as deemed proper, convenient or advisable by the General Partner to carry on the business of the Partnership as described in 2.3. 3.4.2 Powers of General Partner. (a) No Person, in dealing with the General Partner, shall be required to determine the General Partner's authority to make any commitment or engage in any undertaking on Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 6 EFTA01438736 GLDUS133 Georgetown University Endowment Proprietary and Confidential behalf of the Partnership, or to determine any fact or upon the existence of the authority of the General Partner. (b) Without limiting 3.4.1, but subject to the other Agreement, the General Partner shall have the power on implement the objectives of the Partnership and Partnership may possess, including without limitation, Partnership to make any elections available to the Partnership laws (other than elections specifically prohibited by 14.6.1), determine the timing of when to cause the Partnership to hold and/or sell Freely Tradable Securities, in its sole discretion. (c) Notwithstanding any other provision of this consent of any Limited Partner or other Person authorized to execute, deliver and perform, Partnership and itself, as applicable, is subscription agreement with agreement with Administrator, (iv) any document in the Partnership, (v) appropriate in connection with the any agreement with a custodian to related to the disposition of the assets of the Partnership including its interest in the Underlying Fund, (viii) any documents related to liquidity arrangements for Partnership Interests, (ix) any agreement, document or other instrument contemplated by or related to any of (i) through (viii) above or otherwise contemplated by this Agreement and (x) any amendment of any such document in accordance with the terms of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding being and the (ii) the power to any securities, including Agreement, required, the Partnership General Partner hereby authorized on behalf to execute and without the is hereby of the deliver (i) a each Limited Partner, (ii) an administration services the (iii) the Management Agreement with the Investment Manager, connection with opening any bank or escrow account on behalf of subscription documents behalf and in the circumstance bearing provisions of this name of the Partnership to to exercise any rights and powers the (i) the power to cause the under applicable tax or other and and other instruments necessary or Partnership's investment in the Underlying Fund, (vi) hold the assets of the Partnership, (vii) any documents EFTA01438737 sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General the Partnership. (d) Notwithstanding consent of any Limited Partner or other hereby authorized to disclose nonpublic information of Fund and the Partnership's accountants, administer and enforce the Partnership and its otherwise may be required by applicable law, 3.4.3 Outside Business. Nothing contained in this Agreement Partner, the Investment Manager or any of their respective Affiliates, employee of such Person, to engage in or possess an interest in or provide business ventures or Persons of any kind or description, independently or with the investments or business of the Partnership or the Underlying Fund, Persons which compete, directly or indirectly, with the Partnership in other activities for profit, and any of them may, in the future, investments, business ventures or Persons. Neither the Partnership nor the rights or interests in such other investments, business ventures or Persons therefrom by virtue of this Agreement or by reason of the acquisition of General Partner, the Investment Glendower Access Secondary Opportunities IV (U.S.), Amended and Restated Limited Partnership Agreement 7 Partner to enter into any other documents on behalf of any other provision of this Agreement, without the Person being required, the General attorneys a Limited Partner is Partner to the Underlying and other service providers to effect, Partners' rule or rights and obligations, or as regulation. shall limit the rights of the General including any director, officer or advice to other investments, others, including similar or dissimilar to business ventures or or the Underlying Fund, or from engaging engage in or Limited provide advice to such Partners will have any or the income or profits derived Interests, and neither the L. P. EFTA01438738 GLDUS133 Georgetown University Endowment Proprietary and Confidential Manager, nor any of their respective Affiliates shall have any obligation to disclose to the Partnership or the Limited Partners such investment activities. It is specifically acknowledged in this regard that the Investment Manager and its Affiliates perform similar administrative and management services for various clients. 3.5 ALTERNATIVE INVESTMENT VEHICLES. (a) Notwithstanding anything in this Agreement to the contrary, if the General Partner determines in good faith that for legal, tax, regulatory, accounting or other similar reasons, it is desirable that an investment be made utilizing an alternative investment structure, the General Partner shall be permitted to structure the making of all or any portion of such investment outside the Partnership, by requiring any Partner or Partners to, and such Partner or Partners shall, make such investment either directly or indirectly in, and become a limited partner, member, stockholder or other equity owner of, one or more partnerships, limited liability companies, corporations or other vehicles (other than the Partnership) (each, an "Alternative Investment Vehicle") (i) of which the General Partner, an Affiliate of the General Partner or one or more of their respective partners, members, managers, directors or officers shall serve as general partner, manager or in a similar capacity and (ii) which shall invest on a parallel basis with, or in lieu of, the Partnership, as the case may be Additionally, the General Partner shall be permitted to form more than one Alternative Investment Vehicle for the making of a single investment and may require that different Partners invest in different Alternative Investment Vehicles as the General Partner determines to be necessary or advisable for legal, tax, regulatory, accounting or other similar reasons. (b) The Limited Partners and the General Partner (or its Affiliate), to the extent of their investment participation in an Alternative Investment Vehicle, may be required to make capital contributions directly to such Alternative Investment Vehicle to the same extent, for the same purposes and on substantially the same terms and conditions as EFTA01438739 Partners are required to make capital contributions to the Partnership, and such capital contributions shall reduce the unpaid Subscription of each Partner to the same extent that it would be reduced if made to the Partnership (i.e., capital contributions will be treated as if they were paid directly to the Partnership). The organizational documents of any such Alternative Investment Vehicle may be executed on behalf of Limited Partners investing therein by the General Partner pursuant to 14.7.1. (c) Notwithstanding any other provision in this Agreement to the contrary, the economic provisions of this Agreement and the partnership or similar agreement or instrument governing each such Alternative Investment Vehicle are intended to be, and hereby shall be, construed in all material respects and effected in such a manner as to cause each Limited Partner individually, and the General Partner and its affiliated entities that may be utilized to effectuate this 3.5 collectively, to receive the same aggregate allocations and distributions, at substantially the same times, from the Partnership and the Alternative Investment Vehicle as they would have been entitled to receive if (i) all capital contributions to the Alternative Investment Vehicle were made to, and all distributions from the Alternative Investment Vehicle were made by, the Partnership, (ii) all Alternative Investment Vehicle investments in the Underlying Fund and Alternative Investment Vehicle short-term investments were initially acquired by, and were at all times held by, the Partnership, and (iii) all Alternative Investment Vehicle expenses (including management fees incurred or paid by any Alternative Investment Vehicle) were incurred and paid solely by the Partnership; provided, however, that the Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 8 EFTA01438740 GLDUS133 Georgetown University Endowment Proprietary and Confidential allocations and distributions may differ as a result of taxes and other expenses paid or payable by the Alternative Investment Vehicle (or any entity included in such vehicle), and, to the extent practicable, such taxes and other expenses shall be borne by the Limited Partners for whose benefit the Alternative Investment Vehicle was established. Without limiting the foregoing, there shall be no duplication of management fees or other fees among the Partnership and the Alternative Investment Vehicles. In the event that a Limited Partner Transfers any portion of its interest hereunder in the absence of a corresponding Transfer of a proportionately equivalent interest of such Limited Partner in each other Alternative Investment Vehicle in which it is a limited partner or similar investor, or if any limited partner or similar investor in any Alternative Investment Vehicle Transfers any portion of its interest in any such entity without a corresponding Transfer of a proportionately equivalent interest hereunder, such corresponding transferred and retained interest shall continue to be subject to the provisions of this 3.5, unless otherwise determined by the General Partner in its sole discretion. Except as otherwise determined by the General Partner on or about the time of formation of the Alternative Investment Vehicle, any issue regarding the interpretation of how the Partnership and the Alternative Investment Vehicle interact shall be governed by the laws of the State of Delaware. (d) Any Limited Partner that defaults on its obligations to any Alternative Investment Vehicle in which it invests and becomes a "defaulting partner," "defaulting member" or similar defaulting Person under an agreement or instrument governing such Alternative Investment Vehicle (after giving effect to any applicable cure periods thereunder) shall also be a Defaulting Partner hereunder and any Limited Partner that becomes a Defaulting Partner of the Partnership shall also be a "defaulting partner," "defaulting member" or similar defaulting Person under an agreement or instrument governing such Alternative Investment Vehicle. EFTA01438741 (e) The economic terms of each Alternative Investment Vehicle shall be substantially the same in all material respects as those of the Partnership subject to any legal, tax, regulatory, accounting or other similar considerations. Notwithstanding the foregoing, it is the intention of the Partners that each of the Partnership and each Alternative Investment Vehicle be treated as a separate entity (and not in partnership with one another) for United States federal and other income tax purposes. Accordingly, under no circumstances shall the Partnership or any Alternative Investment Vehicle: (i) guaranty or otherwise assume responsibility for the debts and obligations of the other; (ii) enter into any partnership, joint venture or similar arrangement with the other; or (iii) share investment profits or losses with the other (with the result that the amounts distributed to any Partner from any such entity shall reflect solely the contributions by and the allocations of profit and loss to such Partner with respect to such entity). (f) If the General Partner determines in good faith that for legal, tax, regulatory, accounting or other similar reasons, or to facilitate the acquisition or management of an underlying investment, it is desirable that an investment be made by the Partnership through one or more partnerships, corporations, trusts or other entities all or substantially all of the beneficial interests in which are held directly or indirectly by the Partnership (an "Investment Subsidiary"), the General Partner shall be authorized to establish such Investment Subsidiary and cause the Partnership to utilize it for purposes of making one or more investments. In connection with such use of an Investment Subsidiary, the General Partner shall also be authorized, but not required, to adjust in good faith the provisions of this Agreement relating to (i) the allocation of Net Gain, Net Loss, Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 9 EFTA01438742 GLDUS133 Georgetown University Endowment Proprietary and Confidential Partnership Expenses and other similar items and (ii) distributions, to minimize the tax and other costs associated with the use of the Investment Subsidiary and to cause such costs to be borne directly or indirectly by the Limited Partner(s) for whose benefit the Investment Subsidiary was established. 3.6 PARALLEL ACCESS FUNDS OR FEEDER FUNDS. Notwithstanding anything in this Agreement to the contrary, the General Partner may form one or more limited partnerships or other investment vehicles to invest in parallel with the Partnership (each, a "Parallel Access Fund") and/or Feeder Funds in order to comply with securities laws or to address tax, legal, regulatory or other issues of investors in such entity (including with respect to the structure of the Underlying Fund). In the event that a Parallel Access Fund or Feeder Fund is established, the General Partner may (i) require one or more Limited Partners to withdraw from the Partnership and to be admitted as a limited partner of a Parallel Access Fund or Feeder Fund and transfer a proportionate share of the Partnership's assets and liabilities to such Parallel Access Fund or Feeder Fund, (ii) admit one or more limited partners of a Parallel Access Fund or Feeder Fund and acquire a proportionate share of such Parallel Access Fund's or Feeder Fund's assets and liabilities to the Partnership and (iii) admit any Feeder Fund as a limited partner of the Partnership; provided that no Limited Partner shall be required to participate in any Parallel Access Fund or Feeder Fund if such participation would result in material adverse consequences for such Limited Partner which would not have resulted from such Limited Partner's participation in the Partnership. Notwithstanding anything to the contrary in this Agreement, the General Partner may apply 6.3 of this Agreement to the limited partners of a Feeder Fund on a lookthrough basis, as if such limited partners had a direct interest in the Partnership. ARTICLE 4 - INVESTMENTS AND ACTIVITIES 4 1 INVESTMENT GUIDELINES Except as set forth in the following sentence, the Partnership shall only make investments in the Underlying Fund. In addition, at such time any funds of the Partnership are not invested in the Underlying Fund, distributed to the Partners or applied towards expenses of the Partnership, the EFTA01438743 Partnership may invest such funds in Temporary Investments. 4.2 BORROWINGS The Partnership may enter into a credit facility with a third party (a "Credit Facility"), which may be secured by the Subscriptions of the Limited Partners pursuant to 6.3.4. Repayment of the principal amount and any interest, fees and expenses payable in respect of any Credit Facility will be made from Subscriptions. 4.3 ERISA COMPLIANCE. The General Partner shall use commercially reasonable efforts so that (a) less than 25% of the total value of each class of equity interests in the Partnership is held by "benefit plan investors," defined in accordance with Section 3(42) of ERISA and the regulations thereunder, and therefore (b) the assets of the Partnership do not constitute plan assets subject to the fiduciary standards of Part 4 of Title I of ERISA. In the event that the General Partner were to be deemed a "fiduciary" of any ERISA Partner under Section 3(21) of ERISA, then, in addition to whatever action it may take or be required to take because it was such a fiduciary, the General Partner will use commercially reasonable efforts to avoid the occurrence of any prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code. Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 10 EFTA01438744 GLDUS133 Georgetown University Endowment Proprietary and Confidential The General Partner may, but shall not be obligated to, take such actions as it deems necessary and appropriate to mitigate, prevent or cure the adverse consequences of the assets of the Partnership constituting plan assets subject to the fiduciary standards of Part 4 of Title I of ERISA. ARTICLE 5 - FEES AND EXPENSES 5.1 ORGANIZATIONAL EXPENSES. The Partnership shall reimburse the General Partner and its Affiliates for all Organizational Expenses incurred by any of them. 5 2 PARTNERSHIP EXPENSES AND MANAGEMENT FEE. 5.2.1 Payment of Expenses. 5.2.1.1 General. Subject to 5.2.1.2, the Partnership agrees to assume and pay all operating expenses attributable to the Partnership's activities (collectively, "Partnership Expenses") on the terms and conditions herein set forth. 5.2.1.2 Investment Manager Expenses. The Investment Manager or its Affiliates shall bear only the following expenses: compensation of the employees of the Investment Manager or its Affiliates (as applicable); and the costs of providing clerical and related support services, office space and facilities, utilities and telephone. 5.2.1.3 Partnership Expenses. Partnership Expenses borne by the Partnership shall include, without limitation: the Management Fee; Organizational Expenses; liquidation expenses of the Partnership; any sales or other taxes, fees or government charges which may be assessed against the Partnership; expenses and fees related to accounting, audits of the Partnership's books and records and preparation of the Partnership's tax returns and other third-party provider expenses, including expenses related to tax reporting including under the U.S. Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act ("FATCA") and under the Common Reporting Standard ("CRS"); costs of preparing and distributing financial statements and other reports to and other communications with the Partners, as well as costs of all governmental returns, reports and filings of the Partnership or General Partner; any costs or expenses in connection with the Partnership's admission to the Underlying Fund (including, the legal costs of completing subscription booklets and the Partnership's side letter, if any, with the Underlying Fund and EFTA01438745 any subsequent closing interest charged to the Partnership); extraordinary one-time expenses of the Partnership; all expenses relating to litigation and threatened litigation involving the Partnership, including indemnification expenses; commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities; expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, appraisal, legal and recording fees and expenses, administrative (including any fees and expenses of the Administrator or Custodian related to the Partnership or the General Partner), custodial and registration services provided to the Partnership and any expenses attributable to consulting services, including in each case services with respect to the proposed purchase or sale of securities by the Partnership that are not reimbursed by the issuer of such securities or others (whether or not any such purchase or sale is consummated); fees and expenses incurred in connection with or otherwise relating to the preparation of form documentation in respect of Transfers; fees and expenses incurred in respect of any arrangement to provide additional liquidity to Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 11 EFTA01438746 GLDUS133 Georgetown University Endowment Proprietary and Confidential Limited Partners and facilitate the process for Limited Partners to sell all or any portion of their Interests; reasonable out-of-pocket expenses of the Investment Manager, such as travel, research and other expenses related to the ongoing monitoring on behalf of the Partnership in respect of the Underlying Fund and the management of the Partnership (including the costs and expenses (including travel-related expenses) of hosting meetings of the Partners, or otherwise holding meetings or conferences with Limited Partners, whether individually or in a group) attending meetings with the Placement Agents; any expenses incurred in connection with any Credit Facility or regulatory obligation; and premiums for liability or other insurance to protect the Partnership, the General Partner, the Investment Manager and any of their respective partners, members, stockholders, officers, directors, employees, agents or Affiliates in connection with the activities of the Partnership, the General Partner or the Investment Manager. Partnership Expenses also include any costs and expenses associated with the ongoing operations of any Alternative Investment Vehicles (including administrative fees and expenses; legal and recording fees and expenses; any fees and expenses of consultants, economists, outside counsel, accountants and other thirdparty service providers; any taxes (including withholding taxes), fees or other governmental charges levied against such Alternative Investment Vehicles, including tax preparation expenses; expenses relating to any audit, investigation, governmental inquiry or public relations undertaking and litigation, insurance, indemnification and extraordinary expenses). In addition to the foregoing, Partnership Expenses include, and therefore Limited Partners will be responsible for, all of the operating expenses of the General Partner. Notwithstanding anything to the contrary in this Agreement, expenses of or relating to a Feeder Fund shall be paid by, and treated as expenses of, the Partnership to the extent that they would be considered expenses of the Partnership pursuant to this 5.2.1.3 if they were incurred by the Partnership (and indirectly borne by the Limited Partners of the Feeder Fund through the Feeder Fund's interest as a Limited Partner of the Partnership); provided, however, that operating expenses that are uniquely related to a specific Feeder Fund shall be determined with respect to, and paid separately by, such Feeder Fund, in each case as determined by the General Partner in its sole discretion. EFTA01438747 Subject to 5.2.1.5 the Partnership Expenses shall be borne pro rata by all Limited Partners (including the Offshore Access Fund and other Feeder Funds, if any). Any contributions by Limited Partners to the Partnership to fund their share of Partnership Expenses (other than required payments pursuant to 3.3.1 and 11.1.8) shall reduce the unpaid portion of such Limited Partner's Subscription (i.e., a Limited Partner will not be required to contribute amounts in addition to its Subscription to fund their share of Partnership Expenses). The Partnership shall reimburse the General Partner or its Affiliates for any Partnership Expenses paid by them on behalf of the Partnership. 5.2.1.4 Sharing of Partnership Expenses with Parallel Access Funds. The Partnership and any Parallel Access Fund shall share common fees and expenses related to their operation and investments in proportion to the capital invested by each entity in the Underlying Fund, to the extent practicable. If, upon subsequent closings of the Partnership and any Parallel Access Fund, there is a change in the ratios of the aggregate capital commitments made to each such fund to the aggregate capital commitments made to all such funds, then the General Partner may adjust the relative amounts paid by such funds in respect of expenses, to reflect as nearly as practicable the situation that would have existed if the respective aggregate capital commitments made to each fund had always been in the same relative proportions as those in effect after the change in the ratio of capital commitments. The General Partner is authorized to take such actions as it determines are reasonably necessary or appropriate in order to effect the intention of this 5.2.1.4 and the other provisions of this Agreement relating to Parallel Access Funds in connection with the operation of the Partnership and any Parallel Access Fund. 5.2.1.5 Certain Expenses. Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 12 EFTA01438748 GLDUS133 Georgetown University Endowment Proprietary and Confidential To the extent any tax information or return is required to be prepared by the General Partner or the Partnership because of the identity or jurisdiction of a Limited Partner or the failure of the Limited Partner to provide any information, the economic cost of all expenses incurred by the General Partner or the Partnership to carry out such responsibilities, or the costs of any other expenses incurred by the General Partner or the Partnership that are otherwise attributable to any specific Limited Partner, shall not be treated as operating expenses and instead shall be charged by the General Partner, in its discretion, to such Limited Partner. The General Partner may hold back or offset any cash distributions payable to such Limited Partner to satisfy the Limited Partner's obligation under this 5.2.1.5. All amounts that the General Partner withholds or otherwise pays on behalf of such Limited Partner shall be treated as if such amounts were distributed to the Limited Partner pursuant to 7.1. 5.2.2 Management Fee. 5.2.2.1 Amount. A separate fee for management services provided by the Investment Manager or a designated Affiliate thereof shall be assessed separately for each Limited Partner (the Limited Partner's "Management Fee"). The Partnership shall pay to the Investment Manager or a designated Affiliate thereof the aggregate amount of such Management Fees assessed with respect to the Limited Partners. Commencing upon the "Initial Closing" of the Underlying Fund (as defined in the limited partnership agreement of the Underlying Fund) and for each fiscal quarter thereafter through the first date on which the "investment period" of the Underlying Fund has permanently expired, the Management Fee of a Limited Partner shall be an amount equal to the product of the Management Fee Rate applicable to such Limited Partner multiplied by the Subscription of such Limited Partner. Commencing on the first date on which the "investment period" of the Underlying Fund has permanently expired, through the second anniversary of such date, the Management Fee of a Limited Partner for each fiscal quarter shall be an amount equal to the product of the Management Fee Rate applicable to such Limited Partner multiplied by such Limited Partner's proportionate share (based upon Subscriptions) of the Partnership's proportionate share of capital contributions in respect of all "Invested Capital" (as defined in the limited partnership agreement EFTA01438749 of the Underlying Fund) of the Underlying Fund. Thereafter, until the last day of the term of the Partnership, the Management Fee of a Limited Partner shall be calculated based on Invested Capital in accordance with (C) below. The "Management Fee Rate" for a Limited Partner (A) during the "investment period" of the Underlying Fund is 1.00% per annum (or 0.25% per quarter); provided that the Management Fee Rate for (i) a Limited Partner whose Subscription equals or exceeds $3,000,000 but is less than $5,000,000 shall be 0.75% per annum (i.e., 0.1875% per quarter); and (ii) a Limited Partner whose Subscription equals or exceeds $5,000,000 shall be 0.25% per annum (i.e., 0.0625% per quarter); (B) from the first date on which the "investment period" of the Underlying Fund has permanently expired until the second anniversary of such date is 0.75% per annum (i.e., 0.1875% per quarter); provided that the Management Fee Rate for (i) a Limited Partner whose Subscription equals or exceeds $3,000,000 but is less than $5,000,000 shall be 0.60% per annum (i.e., 0.15% per quarter); and (ii) a Limited Partner whose Subscription equals or exceeds $5,000,000 shall be 0.25% per annum (i.e., 0.0625% per quarter); and (C) thereafter, the greater of 90% of a Limited Partner's Management Fee for the immediately preceding year or 0.25% per annum (i.e., 0.0625% per quarter) of such Limited Partner's Invested Capital. The Investment Manager shall receive the Management Fees in accordance with the terms of the Management Agreement. For the avoidance of doubt, the Management Fee amount contributed by each Limited Partner to the Partnership shall reduce the unpaid portion of such Limited Partner's Subscription (i.e., a Limited Partner will not be required to contribute amounts in addition to its Subscription to fund the Management Fee). Any (i) increase in the Management Fee resulting from an increase in the aggregate Subscription of a Partner or (ii) the Management Fee resulting from the admission of an additional Limited Partner, shall be Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 13 EFTA01438750 GLDUS133 Georgetown University Endowment Proprietary and Confidential effective as of the Initial Closing Date, and, unless waived by the Investment Manager, shall include interest accrued at a rate per annum equal to the higher of (A) LIBOR plus 2% and (B) 8% on unpaid Management Fee amounts due for the period between the Initial Drawdown Date and the date of such increase or admission, which interest component shall be in addition to, and not a part of, a Limited Partner's Subscription or reduce the unpaid portion of a Limited Partner's Subscription. The Management Fee payable for any period of less than a full fiscal quarter shall be proportionately adjusted based upon the ratio the number of days in such period bears to ninety (90). Notwithstanding the foregoing, the Investment Manager in its sole discretion may elect to waive or otherwise reduce the Management Fee attributable to any Limited Partner at any time (including in connection with the transfer of a Limited Partner's interest in the Partnership), and no such waiver or reduction shall be applicable to any other Partner absent the approval of the Investment Manager. The applicable Management Fee for a limited partner in any Feeder Fund shall be calculated based on the limited partner's subscription to such Feeder Fund. 5.2.2.2 Timing of Payments. Payments of Management Fees shall be calculated and made quarterly in advance on the first Business Day of each fiscal quarter of the Partnership. The first payment shall be due upon the Initial Drawdown Date or such later date as determined by the General Partner. If the Initial Drawdown Date is not the first day of a fiscal quarter of the Partnership however, the Partnership's first payment shall include the pro rata amount due until the beginning of the first succeeding fiscal quarter of the Partnership. ARTICLE 6- CAPITAL OF THE PARTNERSHIP 6.1 OBLIGATION TO CONTRIBUTE. 6.1.1 In General. Each Partner shall make capital contributions to the Partnership, in accordance with and subject to the terms of this Agreement, in an aggregate amount equal to such Partner's Subscription plus any additional amounts pursuant to 3.3.1, 5.2.1.5, 11.1 8, and any unused contribution returned pursuant to 6.2.1. Except as provided in 6.3.2, the amount of capital required to be contributed by each Partner on the occasion of a drawdown shall be determined by the General Partner based on the ratio of such Partner's EFTA01438751 Percentage Interest to the aggregate Percentage Interests of all Partners; provided that, any contributions to fund unpaid Management Fees will be made by the Partners pro rata in accordance with their shares of such unpaid Management Fees. All capital contributions shall be made to the Partnership by wire transfer or other transfer of federal or other immediately available U.S. funds on the relevant due date to the account designated for such purpose. Subject to 6.3.2, each Partner shall be obligated to make payment in full of each required capital contribution together with any interest or other amounts due thereon, and no Partner shall make (nor shall the General Partner or the Partnership be obligated to accept) less than the full amount of any such required capital contribution. Unless otherwise approved by the General Partner, all Limited Partner capital contributions made pursuant to this Agreement must be made through or from a United States bank. 6.1.2 Initial Capital Contributions. Each Partner's initial capital contribution shall be due upon written notice from the General Partner on either the date such Partner is admitted to the Partnership or, if a later date, upon not less than seven (7) Business Days' prior written notice (the first date on which initial capital contributions are due to the Partnership is referred to herein as the "Initial Drawdown Date"). The General Partner may require each Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 14 EFTA01438752 GLDUS133 Georgetown University Endowment Proprietary and Confidential Limited Partner to make a capital contribution to the Partnership on their Initial Drawdown Date equal to a portion of their Subscription. 6.1.3 Additional Contributions; Deficiency Drawdowns. The General Partner is authorized to draw down additional capital contributions from time to time for any purposes contemplated under this Agreement generally upon not less than seven (7) Business Days' prior written notice, except in certain limited circumstances where the General Partner deems it prudent to require capital contributions to be made on shorter notice. Notwithstanding the foregoing, if any Limited Partner has failed to make a capital contribution when due (including such Partner's initial capital contribution), the General Partner in its sole discretion may call for a deficiency drawdown of contributions from the other Partners to replace the unpaid contribution upon seven (7) Business Days' prior written notice (or such shorter amount of time as was required for the initial capital contributions that required the deficiency drawdown). For purposes of 6.3, the amount of a Limited Partner's contribution that is not paid when due shall be deemed to include such Limited Partner's ratable share, determined on a grossed-up basis, of any deficiency drawdown with respect to such Limited Partner's unpaid contribution. 6.1.4 Procedure for Notice of Capital Calls; Rescission or Postponement. The General Partner shall send written notice of a call for capital contributions, or a rescission or postponement of such a call, to each Limited Partner by electronic mail. A notice calling for capital contributions may be rescinded or postponed by the General Partner by prompt written notice. 6.1.5 Offsets Against Distributions; No Interest or Withdrawals. In connection with any call for capital contributions under this Agreement, the General Partner is authorized to apply cash that would otherwise be distributed to a Partner in satisfaction of such Partner's obligation to make a capital contribution pursuant to such call, to the extent thereof. The amount applied shall be deemed distributed to the Partner by the Partnership and then contributed by the Partner to the Partnership in satisfaction of such Partner's obligation to contribute capital hereunder and such Partner's Contribution shall be adjusted accordingly. No interest shall accrue on any Partner's Contribution. No Partner shall have the right to withdraw or to be repaid its Contribution except as specifically provided in EFTA01438753 this Agreement. 6.1.6 General Partner's Authority to Reduce Subscriptions. The General Partner in its sole discretion may reduce the Subscriptions of all Partners on a pro rata basis. The General Partner shall give each Partner written notice of the reduction, which notice shall include the amount of such Partner's reduced Subscription. 6.1.7 Subscription of the General Partner. The General Partner shall not have a Subscription. 6.2 RETURN OF CERTAIN AMOUNTS SUBJECT TO SUBSEQUENT DRAWDOWN. 6.2.1 Unused Contributions. The General Partner in its sole discretion may cause the Partnership to return to the Partners all or any portion of capital contributions that have not been (a) contributed to the Underlying Fund, (b) reserved for Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 15 EFTA01438754 GLDUS133 Georgetown University Endowment Proprietary and Confidential or applied to the payment or reimbursement of expenses or liabilities of the Partnership or (c) used for other purposes, together with any interest or other income or gains ("Partner Interest") earned by the Partnership with such capital contributions prior to their return. Such contributions and Partner Interest shall be distributed to the Partners pro rata in proportion to the respective amounts of contributions made by them that are being returned and shall increase the Partners' unpaid Subscriptions. 6.2.2 Return of Contributions upon Admission of Additional Partner. Immediately following the initial (or additional) capital contribution of an Additional Limited Partner, and provided that the Partnership does not make a corresponding increase in its capital contribution to the Underlying Fund, the General Partner shall return to each of the non- contributing Partners, in proportion to their Contributions, a portion of their earlier capital contributions to the Partnership in an aggregate amount not in excess of the new contribution (less any Management Fee and interest due in accordance with 5.2.2.1, which shall be paid to the Investment Manager in accordance with (a)); provided that the General Partner may, in its sole discretion, reduce the amount of the contribution required to be made by the Additional Limited Partner pursuant to 3.3.1(b) so that, on a net basis after the return of contributions, all Partners will have contributed the same percentage of their Subscriptions. The General Partner, in its sole discretion, may also pay to the Partners as "guaranteed payments" (as defined in Section 707(c) of the Code), other than the Additional Limited Partner, in proportion to their Contributions, all or a portion of the interest-equivalent amounts contributed to the Partnership pursuant to 3.3.1. 6.2.3 Effect of Return of Contributions. The General Partner shall make all appropriate adjustments, including to the amount of the Partners' respective Contributions, unpaid Subscriptions, distributions, Capital Accounts and any other items that are adjusted for capital drawdowns, so that the amounts of all such items are, to the maximum extent possible, the same as they would have been had the capital drawdown that gave rise to any contribution that is returned pursuant to 6.2.1 or 6.2.2 never occurred and to otherwise give effect to the intended economic arrangement set forth in 3.3.1and 6.2.2. No such adjustments shall be made, however, to reflect any amounts paid or distributed to a Partner that are attributable to (a) EFTA01438755 Partner Interest or (b) the payment to such Partner of any interest-equivalent amounts contributed to the Partnership pursuant to 3.3.1(a)(4). A return of a Partner's capital contributions pursuant to 6.2.1 or 6.2.2 shall reduce such Partner's Capital Account, but shall not otherwise be treated as a distribution for purposes of this Agreement, unless the context so requires. 6 3 FAILURE TO MAKE REQUIRED PAYMENT. 6.3.1 Interest. Except as otherwise provided in this Agreement, upon any failure by a Limited Partner to pay a capital contribution in full when due or any other payment required pursuant to this Agreement, interest will accrue at the Default Rate on the outstanding unpaid balance of such capital contribution, from and including the date such capital contribution was due until the date of full payment of such capital contribution by such Partner (or a transferee), including any interest accrued. The "Default Rate" with respect to any period shall be a rate per annum equal to the higher of (A) LIBOR plus 2% and (B) 8% for such period. The General Partner, in its sole discretion, may waive the requirement to pay interest, in whole or in part. Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 16 EFTA01438756 GLDUS133 Georgetown University Endowment Proprietary and Confidential 6.3.2 Default. (a) Except as otherwise provided in this Agreement (including in 11.1.8 and 14.7.11), if any Limited Partner fails to make a capital contribution when due, including in connection with recalls of distributions, or any other payment required pursuant to this Agreement (including (a) expenses incurred in respect of Transfers (b) expenses incurred by the General Partner or the Partnership to the extent that any tax information or return is required to be prepared by the General Partner or the Partnership because of the identity, jurisdiction or action of the Limited Partner (including the election not to receive Schedule K-1 electronically) and (c) any applicable interest charged in connection with a subsequent closing), then the General Partner may designate such Partner a "Defaulting Partner". The Partnership shall be entitled to enforce the obligations of each Partner to make the contributions to capital specified in this Agreement, and the Partnership shall have all remedies available at law or in equity in the event any such contribution is not so made. The remedies provided for in this 6.3.2 are in addition to and not in limitation of any other right or remedy of the Partnership provided by law or equity, this Agreement, or any other agreement entered into by or among any one or more of the Partners and/or the Partnership (including, without limitation, any subscription agreement relating to the Partnership). Each Limited Partner hereby agrees that the remedy at law for damages resulting from its default under this Agreement is inadequate because the funding of Partnership investments and other obligations requires the timely availability of required capital contributions. In addition, (a) any material breach of any of the representations and warranties made by a Limited Partner in the subscription agreement or (b) any failure by a Limited Partner to provide information as requested by the General Partner or Investment Manager in connection with anti-money laundering or similar programs, shall be considered a default hereunder and the General Partner may designate any EFTA01438757 such breaching Partner as a "Defaulting Partner" The Partners agree that the damages suffered by the Partnership as the result of a default by a Defaulting Partner will be substantial and that such damages cannot be estimated with reasonable accuracy. Upon the occurrence of a default by a Limited Partner (or, in the case of a Feeder Fund, a default by such Feeder Fund's limited partners), the General Partner may, in its sole discretion, pursue one or more of the following actions, as applicable: (1) (2) (3) (4) The institution of an action for specific performance of the Defaulting Partner's obligation to contribute the capital contribution(s) in question; Prohibit the Defaulting Partner from participating in any future capital calls; Determine that no additional capital contribution shall be accepted from the Defaulting Partner; Cause the compulsory redemption without compensation of up to one hundred percent (100%) of the Defaulting Partner's Interest; the redeemed Interest may be distributed to non-defaulting Limited Partners either (A) in proportion to their respective Subscriptions or (B) on any other equitable basis as the General Partner determines. Non-defaulting Limited Partners who accept a distribution of all or a portion of such Defaulting Partner's Interest may, at the option of the General Partner, be obligated to fund any capital calls in connection therewith; Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 17 EFTA01438758 GLDUS133 Georgetown University Endowment Proprietary and Confidential (5) Cause the compulsory Transfer without compensation of up to one hundred percent (100%) of the Defaulting Partner's Interest and its unpaid Subscription to any third party on such terms and conditions as the Investment Manager and/or General Partner deem appropriate; (6) (7) (8) (9) Cause the Defaulting Partner not to share in any income or gain realized by the Partnership while continuing to be responsible for its Percentage Interest of losses and Partnership Expenses; Reduce the unpaid Subscription of the Defaulting Partner to zero or such other amount as the General Partner may determine in its sole discretion; Force the Defaulting Partner to sell its interest in the Partnership, with the full assumption by the buyer of the Defaulting Partner's Subscription, including any portion then due and unpaid; Accept a late contribution from the Defaulting Partner, with interest (unless such interest is otherwise waived by the General Partner), in satisfaction of its then outstanding obligation to contribute hereunder, provided that such Limited Partner shall remain a Defaulting Partner until the next full calendar quarter following such contribution and applicable interest; (10) Cause the entire unpaid Subscription of the Defaulting Partner and any amounts required to be contributed to the Partnership by such Defaulting Partner related to reimbursement of Partnership Expenses or any current or future Management Fees to be assessed to such Limited Partner to become immediately due and payable; (11) (12) Cause any distributions which would otherwise be made to the Defaulting Partner to be applied against any amounts due and payable from the Defaulting Partner; Accept from a Defaulting Partner an abandonment of such Defaulting Partner's interest in the Partnership, including without limitation, such Partner's Contribution, Capital Account and Subscription; (13) Withhold any distributions that otherwise would be made to a Defaulting Partner until such time as the Partnership makes its final liquidating distribution, or until such earlier time as the General Partner may determine. Any distributions so withheld, or the proceeds thereof, may be used by the Partnership for any purpose; (14) EFTA01438759