EFTA01439515.pdf

GLDUS132 EverWatch Financial 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. EFTA01439515 GLDUS132 EverWatch Financial 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. EFTA01439516  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 EFTA01439517 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 EFTA01439518 Interest. 16 Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement i EFTA01439519 GLDUS132 EverWatch Financial 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 EFTA01439520 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 EFTA01439521  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. EFTA01439522  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 EFTA01439523 GLDUS132 EverWatch Financial 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 EFTA01439524 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 EFTA01439525  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 EFTA01439526 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 EFTA01439527 GLDUS132 EverWatch Financial 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. EFTA01439528 Amended and Restated Limited Partnership Agreement iv EFTA01439529 GLDUS132 EverWatch Financial 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 EFTA01439530 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 EFTA01439531 GLDUS132 EverWatch Financial 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). EFTA01439532 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 EFTA01439533 GLDUS132 EverWatch Financial 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 EFTA01439534 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 EFTA01439535 GLDUS132 EverWatch Financial 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 EFTA01439536 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 EFTA01439537 GLDUS132 EverWatch Financial 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) EFTA01439538 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 EFTA01439539 GLDUS132 EverWatch Financial 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 EFTA01439540 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 EFTA01439541 GLDUS132 EverWatch Financial Proprietary and Confidential behalf of the Partnership, or to determine any fact or circumstance bearing upon the existence of the authority of the General Partner. (b) Without limiting 3.4.1, but subject to the other provisions of this Agreement, the General Partner shall have the power on behalf and in the name of the Partnership to implement the objectives of the Partnership and to exercise any rights and powers the Partnership may possess, including without limitation, (i) the power to cause the Partnership to make any elections available to the Partnership under applicable tax or other laws (other than elections specifically prohibited by 14.6.1), and (ii) the power to determine the timing of when to cause the Partnership to hold and/or sell any securities, including Freely Tradable Securities, in its sole discretion. (c) Notwithstanding any other provision of this Agreement, without the consent of any Limited Partner or other Person being required, the Partnership is hereby authorized to execute, deliver and perform, and the General Partner on behalf of the Partnership and itself, as applicable, is hereby authorized to execute and deliver (i) a subscription agreement with each Limited Partner, (ii) an administration services agreement with the Administrator, (iii) the Management Agreement with the Investment Manager, (iv) any document in connection with opening any bank or escrow account on behalf of the Partnership, (v) subscription documents and other instruments necessary or appropriate in connection with the Partnership's investment in the Underlying Fund, (vi) any agreement with a custodian to hold the assets of the Partnership, (vii) any documents 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 EFTA01439542 sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into any other documents on behalf of the Partnership. (d) Notwithstanding any other provision of this Agreement, without the consent of any Limited Partner or other Person being required, the General Partner is hereby authorized to disclose nonpublic information of a Limited Partner to the Underlying Fund and the Partnership's accountants, attorneys and other service providers to effect, administer and enforce the Partnership and its Partners' rights and obligations, or as otherwise may be required by applicable law, rule or regulation. 3.4.3 Outside Business. Nothing contained in this Agreement shall limit the rights of the General Partner, the Investment Manager or any of their respective Affiliates, including any director, officer or employee of such Person, to engage in or possess an interest in or provide advice to other investments, business ventures or Persons of any kind or description, independently or with others, similar or dissimilar to the investments or business of the Partnership or the Underlying Fund, including business ventures or Persons which compete, directly or indirectly, with the Partnership or the Underlying Fund, or from engaging in other activities for profit, and any of them may, in the future, engage in or provide advice to such investments, business ventures or Persons. Neither the Partnership nor the Limited Partners will have any rights or interests in such other investments, business ventures or Persons or the income or profits derived therefrom by virtue of this Agreement or by reason of the acquisition of Interests, and neither the General Partner, the Investment Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 7 EFTA01439543 GLDUS132 EverWatch Financial 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 EFTA01439544 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 EFTA01439545 GLDUS132 EverWatch Financial 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 Veh