EFTA01389882.pdf

GLDUS132 EverWatch Financial (A) named on any prohibited lists maintained by the U.S. or UK government, including, but not limited to, the OFAC list of Specially Designated Nationals and Blocked Persons or other similar list of sanctioned persons, entities or jurisdiction designated by the General Partner from time to time; (ii) an entity or individual that resides or has a place of business in, or is organized under the laws of, a country or territory that is subject to Sanctions that broadly prohibit dealings with that country or territory; or (iii) is otherwise a country, territory, entity or individual with whom dealings are restricted or prohibited by Sanctions (any such country, territory, entity or individual described in this paragraph (A), a "Sanctioned Party"); (B) a country, territory or entity that (i) has been designated as non- cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force ("FATF"), of which the United States is a member, (ii) is the subject of an advisory issued by the Financial Crimes Enforcement Network of the U.S. Treasury• Department; or (iii) has been designated by the Secretary of the Treasury• under Section 311 of the USA PATRIOT Act as warranting special measures due to money laundering concerns (any such country or territory•, a "Non-cooperative Jurisdiction"), or an entity or individual that resides or has a place of business in, or is organized under the laws of, a Non-cooperative Jurisdiction; (C) a senior foreign political figures or any immediate family' or close associates of a senior foreign political figure; or (D) a "foreign shell bank", which is a foreign bank that does not have a physical presence in any country. (The term "foreign shell bank" does not include any bank that (i) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, and (ii) is subject to supervision by a banking authority in the country regulating the affiliated depository institution, credit union, or foreign bank described in (i) above.) (2) none of the cash or property that the Investor has paid, will pay or will contribute to the Partnership has been or shall be derived or originated from, routed through or otherwise related to, any Sanctioned Party or foreign shell bank or any activity that is prohibited under Sanctions; (B) no cash, property or item of value that 3 A "senior foreign political figure" is a current or tomer senior official in the executive, legislative. administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign govenunent-owned commercial enterprise. For the purposes of the preceding sentence, a "senior official" is an individual with substantial authority over policy, operations or the use of government-owned resources. In addition, a "senior foreign political figure" includes any corporation, business or other entity that has been formed by. or for the benefit of, a senior foreign political figure. 4 "Immediate family" of a senior foreign political figure includes the figure's parents, siblings, spouse, children and in-laws. 5 A "close associate" of a senior foreign political figure is a person who is widely and publicly known (or actually known by the Subscriber) to maintain an unusually close personal or professional relationship with the senior foreign political figure. PROPRIETARY AND CONFIDENTIAL 10 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094248 CONFIDENTIAL SDNY_GM_00240432 EFTA01389882