EFTA01439992.pdf

GLDUS132 EverWatch Financial 1 Disclosure Statement Deutsche Bank Securities Inc. (the "Solicitation Agent"), Glendower Access Secondary Opportunities IV GP LLC ("Glendower") and iCapital Advisors, LLC ("iCapital") have entered into an agreement pursuant to which the Solicitation Agent has agreed to consider the Solicitation Agent's clients and prospective clients for whom an investment in Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Onshore Fund") and Glendower Access Secondary Opportunities IV (International), L.P. (the "Offshore Fund" and together with the Onshore Fund, the "Access Funds" and each an "Access Fund") may be suitable and to use reasonable efforts to solicit such persons for potential subscription of interests in the Access Funds (the "Interests") The Solicitation Agent is not affiliated with the Access Funds, iCapital or Glendower. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the private placement memoranda of the Access Funds. As compensation for these activities, the Solicitation Agent will receive from clients (each such client that subscribes for Interests, a "DB Introduced Person") investing in the Access Fund a one-time "Placement Fee" in accordance with the schedule provided below in respect of the aggregate Subscription of such DB Introduced Person to the Access Fund. Any Placement Fee paid by a DB Introduced Person to the Solicitation Agent will not be considered a capital contribution to the Access Fund. The Solicitation Agent in its sole discretion will have the right to waive all or any portion of the DB Placement Fee payable by any particular DB Introduced Person. The Placement Fee rates applicable at each level of investment are as follows: Subscription in US$ from $5,000,000 or greater from $3,000,000 to $4,999,999 less than $3,000,000 Placement Fee Rate 1.00% 1.50% 2.00% The Placement Fee is a one-time sales charge in addition to and apart from the Subscription, calculated and payable upon closing at a rate determined with respect to the relevant DB Introduced EFTA01439992 Person's Subscription to the Access Fund. The specific Placement Fee paid by a DB Introduced Person will be disclosed in such person's Access Fund subscription agreement. Further, and in addition to the Placement Fee payable by clients, the Solicitation Agent will receive from iCapital a "Servicing Fee" payable quarterly in advance and will be calculated as follows: (i.) during the "investment period" of the Glendower Capital Secondary Opportunities Fund IV, LP (the "Underlying Fund"), the Servicing Fee in respect of each DB Introduced Person will be equal to the product of the amount of the aggregate Subscription of such DB Introduced Person to the Access Fund, multiplied by: a. b. c. (ii.) if the aggregate Subscription of such DB Introduced Person to the Access Fund is less than $3 million, 0.65% per annum; if the aggregate Subscription of such DB Introduced Person to the Access Fund is equal to $3 million or more but less than $5 million, 0.45% per annum; and if the aggregate Subscription of such DB Introduced Person to the Access Fund is equal to or greater than $5 million, 0.05% per annum; after the end of the "investment period" of the Underlying Fund, through the second anniversary of the termination of the "investment period" of the Underlying Fund, the EFTA01439993 GLDUS132 EverWatch Financial 2 Servicing Fee in respect of each DB Introduced Person will be equal to the product of the amount of such DB Introduced Person's allocable share (based upon Subscriptions) of the Access Fund's Invested Capital, multiplied by: a b. c. (iii.) if the aggregate Subscription of such DB Introduced Person to the Access Fund is less than $3 million, 0.4875% per annum; if the aggregate Subscription of such DB Introduced Person to the Access Fund is equal to $3 million or more but less than $5 million, 0.36% per annum; and if the aggregate Subscription of such DB Introduced Person to the Access Fund is equal to or greater than $5 million, 0.05% per annum; and thereafter until the last day of the term of the Access Fund, the Servicing Fee in respect of each DB Introduced Person will be equal to the excess of (x) the amount of any management fees collected by the Access Fund or the investment manager (as applicable) from such DB Introduced Person over (y) 0.20% of such DB Introduced Person's allocable share of invested capital. In addition, pursuant to a separate agreement to be entered into between the Solicitation Agent and one or more of the Underlying Fund, Glendower GP and Glendower Capital, LLC, the Solicitation Agent will also act as placement agent for the Underlying Fund and will refer and/or introduce certain of its clients to the Underlying Fund. In consideration for such services, the Glendower GP or an affiliate shall pay the Solicitation Agent a placement fee equal to 0.75% of the portion of the Access Fund's aggregate capital commitment to the Underlying Fund attributable to the subscriptions of each DB Introduced Person. Other than the foregoing fees, no additional fees or other amounts will be charged to investors by the Solicitation Agent or the Access Funds as a result of the Solicitation Agent's involvement. Investors in an Access Fund that are referred by the Solicitation Agent will not pay increased management fees or other similar compensation to the Solicitation Agent, iCapital or the Access Funds as a result of the referral. EFTA01439994 Given the existence of the compensation arrangements described above, the Solicitation Agent may benefit financially from referring clients to an Access Fund rather than to other competitive funds or other products that may also be appropriate for particular clients. As a result, the Solicitation Agent's receipt of such payments from the iCapital creates a potential conflict of interest in the form of an additional financial incentive to the Solicitation Agent, its equity owners and investment representatives to refer clients to an Access Fund. In addition, the Solicitation Agent or its affiliates may earn compensation from an Access Fund, iCapital or their affiliates through arrangements that may or may not directly involve the Solicitation Agent, such as the provision of brokerage or prime brokerage services or research. Employees of the Solicitation Agent or its affiliates, including their investment representatives who may offer Interests to clients, may now or in the future own Interests. Acknowledgement of Receipt The undersigned acknowledges that it has reviewed and understands the information presented in this Disclosure Statement. Signature Name (print or type) EFTA01439995 GLDUS132 EverWatch Financial 3 Date EFTA01439996 GLDUS132 EverWatch Financial EXECUTION VERSION Glendower Access Secondary Opportunities IV (U.S.), L.P. LIMITED PARTNER SUBSCRIPTION AGREEMENT PROPRIETARY AND CONFIDENTIAL EFTA01439997 GLDUS132 EverWatch Financial Glendower Access Secondary Opportunities IV (U.S.), L.P. INSTRUCTIONS FOR INVESTORS If you are interested in purchasing a limited partner interest (an "Interest") in Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Partnership"), please complete all applicable signature pages and exhibits of the Subscription Agreement as indicated below. In addition, please submit the relevant Customer Identification Documents listed below. Please direct any questions regarding this Subscription Agreement and/or the Partnership to your advisor. Following is a checklist for completing the Subscription Agreement and subscribing for an Interest in the Partnership. • Subscription Agreement. Each Investor is required to complete all sections of this Subscription Agreement, including all relevant exhibits. § Investors that are individuals are required to complete the following sections of this Subscription Agreement: Limited Partner Signature Page and Exhibit B. § Investors that are entities are required to complete the following sections of this Subscription Agreement: Limited Partner Signature Page; Exhibit C; Exhibit D; and Exhibit E. • Initial Capital Contribution. Each Investor may be required to make a capital contribution to the Partnership on the date it is admitted to the Partnership. The General Partner will provide written notice of the exact size and timing of the initial capital contribution if necessary in advance of the initial closing of the Partnership. • Client Identification Documents. Each Investor is required to provide the following documents to the General Partner. The identifying documents can be uploaded via the secure functionality built into your www.icapitalnetwork.com account. § Natural Persons: • A complete IRS Form W-9. § Entities: • A complete IRS Form W-9. PROPRIETARY AND CONFIDENTIAL EFTA01439998 GLDUS132 EverWatch Financial Glendower Access Secondary Opportunities IV (U.S.), L.P. LIMITED PARTNER SUBSCRIPTION AGREEMENT Glendower Access Secondary Opportunities IV (U.S.), L.P. c/o Glendower Access Secondary Opportunities IV GP LLC 60 East 42nd Street, 26th Floor New York, NY 10165 Ladies and Gentlemen: Reference is made to (i) the Private Placement Memorandum, dated January, 2018 (such Private Placement Memorandum, together with any supplements and appendices thereto delivered to the undersigned being herein called the "Memorandum") of Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware limited partnership (the "Partnership"); (ii) the Amended and Restated Limited Partnership Agreement (such limited partnership agreement, together with any amendments or supplements thereto, being herein called the "Partnership Agreement") of the Partnership, in each case as furnished to the undersigned with respect to the offering of limited partnership interests in the Partnership; and (iii) this Limited Partner Subscription Agreement (this "Agreement"), by and among Glendower Access Secondary Opportunities IV GP LLC, a Delaware limited liability company, as the sole general partner of the Partnership (the "General Partner"), for and on behalf of the Partnership, and the undersigned subscribing investor (the "Investor"). The Memorandum and the Partnership Agreement are incorporated by reference in the Agreement. The Memorandum, the Partnership Agreement and this Agreement are collectively referred to herein as the "Offering Materials". Capitalized terms used, but not defined, herein shall have the respective meanings given to them in the Partnership Agreement. The Partnership's sole objective is to invest in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership (the "Underlying Fund"). By executing this Agreement and authorizing execution of the Partnership Agreement on your behalf, the undersigned Investor (and personal representative on behalf of such Investor) (a) agrees to be, and upon acceptance of this Agreement by the Partnership shall be, bound as a limited partner of the Partnership (a "Limited Partner") by the terms, provisions and requirements applicable to Limited Partners as set forth herein and in the Memorandum (including the Confidential Private Placement Memorandum of the Underlying Fund (the "Underlying Fund PPM")) and the Partnership Agreement, and (b) acknowledges that it has read and understands the terms, EFTA01439999 provisions and requirements set forth herein and therein that are applicable to Limited Partners, the General Partner, the Investment Manager and the Partnership, as the case may be. The Investor hereby subscribes and agrees as follows: 1 Subscription for a Limited Partnership Interest. (a) Subject to the terms and conditions set forth in this Agreement, the Memorandum and in the Partnership Agreement, the Investor agrees to the following: (i) to purchase from the Partnership a limited partnership interest (the "Interest") in the Partnership in the amount set forth on the signature page below at a purchase price equal to 100% of such Interest (except to the extent that an Interest in a lesser amount has been accepted by the General Partner pursuant to Section 9), payable in the manner and at the times as set forth in the Partnership Agreement; (ii) that the minimum subscription is $250,000; (iii) to become a party to and be bound by the Partnership Agreement; and (iv) to become a Limited Partner. (b) The Investor understands that to help manage cash flows and ensure sufficient amount of the Limited Partners' subscriptions are available to pay expenses of the Partnership, the General PROPRIETARY AND CONFIDENTIAL EFTA01440000 GLDUS132 EverWatch Financial Partner may, in its sole discretion, choose not to commit up to 10% of the Limited Partners' subscriptions to the Partnership for investment into the Underlying Fund. 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. If the General Partner over-commits the Partnership (i.e., commits an amount to the Underlying Fund, which together with any expenses of the Partnership, is greater than the total amount of the Limited Partners' subscriptions to the Partnership), the General Partner may need to fund Partnership expenses or future capital calls by the Underlying Fund through the distributions received from the Underlying Fund (in such case the Limited Partners will be allocated income without corresponding cash to pay taxes on such income) or through borrowings. 2. Representations and Warranties of the Investor. The Investor hereby represents, warrants and covenants to, and agrees with, the Partnership and the General Partner, as of the date hereof, and through and including each date that all or any portion of the Interest requested pursuant to this Agreement is accepted in whole or in part by the General Partner as follows: (a) Suitability. THE INVESTOR HAS BEEN FURNISHED WITH, AND HAS READ CAREFULLY AND UNDERSTANDS THE OFFERING MATERIALS AND THE UNDERLYING FUND PPM, AND HAS HAD THE OPPORTUNITY TO REQUEST AND REVIEW THE LIMITED PARTNERSHIP AGREEMENT OF THE UNDERLYING FUND (THE "UNDERLYING FUND LPA"), AND THE INVESTOR ACKNOWLEDGES AND AGREES THAT THESE OFFERING MATERIALS (INCLUDING THE UNDERLYING FUND PPM AND UNDERLYING FUND LPA) SUPERSEDE ANY OTHER OFFERING MATERIALS PREVIOUSLY MADE AVAILABLE TO PROSPECTIVE INVESTORS. OTHER THAN AS EXPRESSLY SET FORTH IN THE MEMORANDUM AND THE PARTNERSHIP AGREEMENT, THE INVESTOR IS NOT RELYING UPON ANY INFORMATION, REPRESENTATION OR WARRANTY BY THE PARTNERSHIP. THE INVESTOR HAS CONSULTED ITS OWN ATTORNEY, ACCOUNTANT, TAX ADVISER AND/OR INVESTMENT ADVISER AS TO THE FINANCIAL, TAX, LEGAL, ACCOUNTING, REGULATORY AND RELATED MATTERS WITH RESPECT TO THE INVESTMENT CONTEMPLATED HEREBY AND ON THAT BASIS UNDERSTANDS THE FINANCIAL, TAX, LEGAL, ACCOUNTING, REGULATORY AND RELATED CONSEQUENCES OF AN INVESTMENT IN THE INTERESTS AND BELIEVES THAT AN INVESTMENT IN THE INTERESTS IS SUITABLE AND APPROPRIATE FOR THE INVESTOR. ANY SPECIFIC ACKNOWLEDGMENT SET FORTH BELOW WITH RESPECT TO ANY STATEMENT CONTAINED IN THE OFFERING MATERIALS SHALL NOT BE DEEMED TO LIMIT THE GENERALITY OF THIS REPRESENTATION AND WARRANTY. (b) Opportunity to Verify Information. The Investor acknowledges that representatives of the Partnership have made available to the Investor, during the course of this transaction and prior to the purchase of the Interest, the opportunity to ask questions of and receive answers from them EFTA01440001 concerning the terms and conditions of the offering of the Interests described in the Offering Materials, to perform its own independent investigation of the current and proposed activities of the Partnership, and to obtain any additional information necessary to verify the information contained in the Offering Materials, or otherwise relative to the proposed activities of the Partnership or to otherwise evaluate the merits and risks of an investment in the Partnership. The Investor acknowledges that all such questions, if asked, have been answered satisfactorily and all such documents, if examined, have been found to be fully satisfactory. (c) Purchase for Investment; Restrictions on Transfer. The Investor understands and agrees: (i) that the Investor must bear the economic risk of its investment until the final liquidation and termination of the Partnership; (ii) that the Interest has not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any other jurisdiction, and therefore, cannot be resold or otherwise disposed of unless it is subsequently registered under the Securities Act or such other securities laws, unless an exemption from such registration PROPRIETARY AND CONFIDENTIAL 2 EFTA01440002 GLDUS132 EverWatch Financial is available; (iii) that the Interest has not been registered under the laws of any jurisdiction outside of the United States and that the Investor is responsible for complying with any such laws, which may impose restrictions on the sale of the Interest by the Investor in any such jurisdiction; (iv) that the Investor is purchasing the Interest for its own account and not for the account of any other person, for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein; (v) that the Investor shall not resell or otherwise dispose of all or any part of the Interest purchased by the Investor, except as permitted by law, including, without limitation, any regulations under the Securities Act or other applicable securities laws, and any and all applicable provisions of the Partnership Agreement; (vi) that any disposition of the Interests may result in unfavorable tax consequences to the Investor; (vii) that the Transfer of the Interest by the Investor and the admission and substitution of another Limited Partner for the Investor are restricted by the terms of the Partnership Agreement and Securities Act and any fees and expenses incurred in connection with any Transfer in accordance with the terms of the Partnership Agreement will be the sole responsibility of the Investor; (viii) that there are risks of loss of investment incident to the purchase of Interests; (ix) that Rule 144 under the Securities Act is unlikely to be available as a basis for exemption from registration of the Interest in connection with the sale, Transfer or other disposition of all or a portion of the Interest; (x) the Investor has no right to require the registration of the Interest under the Securities Act or state securities laws or other applicable securities regulations; and (xi) no Transfer of Interest by the Investor will be permitted if it would result in 25% or more of any outstanding Interests being held by "benefit plan investors" within the meaning of and calculated in accordance with, Section 3(42) of ERISA. The Investor understands that there is no public or other market for the Interest, and it is not anticipated that such a market will ever develop. The Investor further understands that for the foregoing reasons, the Investor will be required to retain ownership of the Interest and bear the economic risk of this investment for an indefinite period of time, including a complete loss of capital. Further, the Investor acknowledges that the Partnership Agreement does not generally permit the sale or other Transfer (including by will or the laws of descent and dissolution) of the EFTA01440003 Interest unless the General Partner consents thereto. Without limiting the generality of the foregoing, the Investor agrees that, without prior written consent of the General Partner, it has not entered and will not enter into: (A) a swap, structured note or other derivative instrument with a third party, the return from which is based in whole or in part on the return of the Partnership; or (B) a variable annuity or insurance policy with a third party, the value of which is based in whole or in part on the return of the Partnership. The Investor understands that the Interest will not be evidenced by a certificate subject to Article 8 of the Uniform Commercial Code. (d) Accredited Investor and U.S. Person Status. The Investor (i) represents and warrants that the Investor (A) is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act (an "Accredited Investor") and hereby makes the representations and warranties contained in Exhibit B and Exhibit C, as applicable and (B) is a U.S. Tax Personl and (ii) agrees to immediately notify the Partnership if any of the foregoing representations ceases to remain true and understands that, if it appears to the management of the Partnership that any of the foregoing representations are incorrect with respect to the Investor, the Partnership may, among other remedies, require the Investor to withdraw from the Partnership and to be admitted as a limited partner of a parallel investment entity or subject the Investor's Interest to compulsory repurchase or transfer with no further distributions with respect to such repurchased or transferred Interest. 1 A "U.S. Tax Person" is a beneficial owner of an Interest that is a citizen or resident of the United States, a U.S. domestic corporation or otherwise subject to U.S. federal income tax on a net income basis with respect to its Interest. In determining beneficial ownership, an Interest held by (i) a partnership or entity treated as partnership for U.S. federal income tax purposes or (ii) a "passive foreign investment company" within the meaning of section 1297 of the Internal Revenue Code of 1986, as amended, (a "PFIC") will be considered beneficially owned by its partners or equityholders, as the case may be. An interest held by any corporation other than a PFIC will be treated as held by a shareholder beneficially owning 50 percent or more of the stock of such corporation, measured by value. In addition, a holder of an option to acquire an Interest will be treated as the beneficial owner of the underlying Interest. PROPRIETARY AND CONFIDENTIAL 3 EFTA01440004 GLDUS132 EverWatch Financial (e) Investment Company Act Representations; Qualified Purchaser Status. The Investor acknowledges that (i) the Partnership is not being registered as an "investment company" as the term "investment company" is defined in Section 3(a) of the United States Investment Company Act of 1940, as amended (the "Investment Company Act"); (ii) the General Partner does not have any intention of registering the Partnership as an "investment company" under the Investment Company Act or of registering the Interest under the Securities Act or of supplying the information that may be necessary to enable the Investor to sell, Transfer or otherwise dispose of the Interest; and (iii) the Investor will not be afforded the protections provided to investors in registered investment companies under the Investment Company Act. The Investor represents and warrants that the Investor is a "qualified purchaser" as that term is defined under the Investment Company Act In furtherance thereof, the Investor hereby makes the representations and warranties contained in the exhibits, as applicable. The Investor further represents that (A) the governing documents of the Investor require that each beneficial owner of the Investor including, but not limited to, shareholders, partners and beneficiaries, participate through his, her or its interest in the Investor in all of the Investor's investments and that the profits and losses from each such investment are shared among such beneficial owners in the same proportions as all other investments of the Investor, (B) no such beneficial owner may vary his, her or its share of the profits and losses or the amount of his, her or its contribution for any investment made by the Investor, and (C) the Investor has made investments prior to the date hereof or intends to make investments in the near future and each beneficial owner of interests in the Investor has shared and will share in the same proportion in each such investment (e.g., no beneficial owner of the Investor may vary its interests in different investments made by or on behalf of the Investor). (f) Conflicts of Interest. The Investor is aware of and understands each of the risk factors, including all applicable conflicts of interest set forth in the Memorandum (including the additional conflict and risk disclosure set forth in the Underlying Fund PPM attached thereto). The Investor understands that the discussion of such conflicts and risks is not exhaustive and confirms that it has consulted with its advisors as it has deemed necessary or appropriate. The EFTA01440005 Investor hereby consents to all such actual and potential conflicts of interest and waives, to the fullest extent permitted by law, all claims with respect to any liability arising from the existence of any conflicts of interest among the General Partner, the Investment Manager and their respective affiliates. (g) Additional Risk Factors. The Investor is aware and acknowledges that: (i) the Partnership has only recently been formed and the Partnership and the Underlying Fund (as defined below) have little or no financial or operating history; (ii) the Investment Manager or another person or entity selected by the General Partner (which may be a partner or Affiliate of the General Partner) will receive compensation in connection with the management of the Partnership; (iii) the Investor is not entitled to cancel, terminate or revoke its subscription in the Partnership nor any of the powers and authority conferred herein and in the Partnership Agreement to the Partnership and/or the General Partner; (iv) investment returns, if any, described in the Memorandum or in any supplemental letters or materials thereto are not necessarily comparable to the returns, if any, which may be achieved on investments made by the Partnership; (v) no United States federal, state or local or non-United States agency, governmental authority or other person has passed upon the Interests or the equity interests of the Underlying Fund or made any finding or determination as to the fairness of this investment or the Partnership's investment in the Underlying Fund; (vi) the Interests will be subject to certain restrictions on transferability as described in the Partnership Agreement, and no transfer or assignment of any Interests or any part of any Interest may occur if such transfer or assignment would cause any beneficial interest in the Partnership to be held by a person that is not both a "qualified purchaser" and a "qualified client" under the Investment Company Act or an "accredited investor" under the Securities Act; (vii) the Investor will have no right to withdraw from the Partnership except as specifically provided in the Agreement; (viii) as a result of the foregoing, the marketability of the Interests will be severely limited; and (ix) that substantially all of the Partnership's investment assets will be its investment in the Underlying Fund. PROPRIETARY AND CONFIDENTIAL 4 EFTA01440006 GLDUS132 EverWatch Financial (h) Full Contribution. The Investor understands that, except as otherwise provided in the Partnership Agreement, the Investor may not make less than the full amount of any required capital contribution in respect of such Investor's Interest, unless this Agreement is for any reason rejected or this offering is for any reason canceled, and that default provisions with respect thereto, pursuant to which the Investor may suffer substantial adverse consequences (including, but not limited to, the loss of all or a material portion of its investment in the Partnership), are contained in the Partnership Agreement. (i) (j) Exhibits. The Investor has carefully reviewed and/or completed the exhibits attached hereto to the extent applicable to the Investor and makes each of the representations set forth therein and such representations are true and correct in all respects. No Need for Liquidity. The Investor has no need for liquidity in connection with its purchase of the Interest, and is able to bear the risk of loss of its entire investment in the Interest. (k) Investment Objectives and Advice. The purchase of the Interest by the Investor is consistent with the general investment objectives of the Investor. The aggregate amount of the investments of the Investor in, and its commitments to, all similar investments that are illiquid is reasonable in relation to the Investor's net worth. The Investor hereby acknowledges that it has not relied on the General Partner, the Investment Manager or any of their respective partners or Affiliates for investment advice with respect to an investment in the Partnership. (1) Securities Laws. The Investor received the Offering Materials and first learned of the Partnership in the country, territory, state or other jurisdiction identified in the address of the Investor set forth on the Investor's signature page hereto, and intends that the securities laws of that country, territory, state or other jurisdiction alone shall govern the offer and sale of the Interest to the Investor. If the Investor is not a resident of the United States, the Investor understands that it is the responsibility of the Investor to satisfy itself as to full observance of the laws of any relevant country, territory, state or jurisdiction outside of the United States in connection with the offer and sale of the Interest, including EFTA01440007 obtaining any required governmental or other consent and observing any other applicable legal, regulatory or other similar formalities. The Investor understands that no governmental agency or authority has passed upon or will pass upon the offer or sale of the Interest or has made or will make any finding or determination as to the fairness of this investment. (m) Commodity Exchange Act. (i) The Investor understands that (i) the General Partner is exempt from registration with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity pool operator ("CPO") with respect to the Partnership pursuant to CFTC Rule 4.13(a)(3) and, as a result of the General Partner's reliance on the CFTC Rule 4.13(a)(3) exemption from registration as a CPO, the General Partner is not required to deliver a CFTC disclosure document to prospective investors, nor is it required to provide Investors with certified annual reports that satisfy the requirements of CFTC rules applicable to registered CPOs; and (ii) the General Partner and Investment Manager are exempt pursuant to, respectively, CFTC Rule 4.14(a)(5) and CFTC Rule 4.14(a)(8) from registration with the CFTC as a commodity trading advisor ("CTA") with respect to the advice that each provides to the Partnership, and as such neither the General Partner nor the Investment Manager are required to satisfy certain disclosure and other requirements under CFTC rules. (n) Certain Regulatory Matters. PROPRIETARY AND CONFIDENTIAL 5 EFTA01440008 GLDUS132 EverWatch Financial (1) If the Investor is a corporation, trust, partnership, limited liability company or other entity, organization or association, it has not been formed or used to circumvent the provisions of Section 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Interest held by the Investor will be held of record by one person within the meaning of the Exchange Act Rule 12g5-1. (2) (3) If the Investor is a trust or other entity, it will provide any additional documents or information that the Partnership or General Partner may reasonably request regarding its beneficial ownership. The Investor (if an entity) was not formed or recapitalized and is not being utilized primarily for the purpose of making an investment in the Partnership, or has notified the General Partner in writing that it was formed or recapitalized and is being used for the purpose of making such investment.. (4) As of the date hereof, the Investor2 has not been subject to any event specified in Rule 506(d)(1) of the Securities Act or any proceeding or event that could result in any such disqualifying event ("Disqualifying Event") that would either require disclosure under the provisions of Rule 506(e) of the Securities Act or result in disqualification under Rule 506(d)(1) of the Partnership's use of the Rule 506 exemption. The Investor will immediately notify the General Partner in writing if the Investor becomes subject to a Disqualifying Event at any date after the date hereof. In the event that the Investor becomes subject to a Disqualifying Event at any date after the date hereof, the Investor agrees and covenants to use its best efforts to coordinate with the General Partner (i) to provide documentation as reasonably requested by the General Partner related to any such Disqualifying Event and (ii) to implement a remedy to address the Investor's changed circumstances such that the changed circumstances will not affect in any way the Partnership's, the Underlying Fund's or their respective affiliates' ongoing and/or future reliance on the Rule 506 exemption under the Securities Act. EFTA01440009 (o) Power and Authority; No Conflicts. If the Investor is a corporation, trust, partnership, limited liability company or other entity, organization or association: (i) it is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation; (ii) it has the requisite power and authority to execute and deliver this Agreement and the Partnership Agreement; (iii) the person signing this Agreement on behalf of the Investor has been duly authorized to execute this Agreement and the Partnership Agreement; and (iv) such execution, delivery and performance by the Investor of such agreements do not violate, or conflict with, the terms of any agreement or instrument to which the Investor is a party or by which it is bound. If the Investor is an individual, the Investor has all requisite legal capacity to acquire and hold the Interest and to execute and deliver this Agreement and the Partnership Agreement and to perform its obligations hereunder and thereunder. (p) Due Execution; Binding Agreement. This Agreement, the Partnership Agreement and the power of attorney granted hereby, have been duly executed by the Investor and, when the Investor is admitted as a Limited Partner, will constitute, valid and legally binding agreements of the 2 For the purposes of this paragraph, references to the "Investor" shall include any person or entity ("Person") whose interest in, or relationship to, the Investor is deemed to make such Person or entity a beneficial owner of the Partnership's voting securities under Exchange Act Rule 13d-3 and within the meaning of Rule 506(d). Under Rule 13d-3, a Person is a beneficial owner of a security if, for among other reasons, such Person directly or indirectly has or shares (a) the power to vote or to direct the voting of such security and/or (b) the power to dispose of or direct the disposition of such security. PROPRIETARY AND CONFIDENTIAL 6 EFTA01440010 GLDUS132 EverWatch Financial Investor enforceable against the Investor in accordance with their respective terms. The Investor acknowledges that this Agreement, the Partnership Agreement and the power of attorney granted hereby shall survive (i) changes in the transaction, documents and instruments described in the Memorandum and the Partnership Agreement which in the aggregate are not material to the Investor or which are contemplated by, or made in accordance with, the Memorandum or the Partnership Agreement, as the case may be, and (ii) the death, disability, termination or winding up of the Investor. The Investor has obtained all necessary consents, approvals and authorizations of government authorities and other persons or entities required to be obtained in connection with its execution and delivery of this Agreement and the Partnership Agreement and the performance of its obligations hereunder and thereunder. (q) Knowledge and Experience. The Investor currently has, and the Investor had immediately prior to receipt of any offer regarding the Partnership, such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Partnership. (r) No View to Tax Benefits. The Investor is not acquiring the Interest with a view to realizing any benefits under any tax law, including, but not limited to, United States federal income tax laws, and no representations have been made to the Investor that any such benefits will be available as a result of the Investor's acquisition, ownership or disposition of the Interest. The Investor is aware and acknowledges that any tax benefits which may be available to the Investor may be lost through the adoption of new laws or regulations or changes to existing laws and regulations or differing interpretations of existing laws and regulations, in certain circumstances with retroactive effect. (s) Publicly Traded Partnership. The following representations are included with the intention of enabling the Partnership to qualify for the benefit of a "safe harbor" under U.S. Treasury Regulations from treatment of the Partnership as an entity subject to corporate income tax. The Investor either: (1) (2) is not a partnership, grantor trust, or Subchapter S corporation for United States federal income tax purposes; or EFTA01440011 is a partnership, grantor trust, or Subchapter S corporation for United States federal income tax purposes, and (i) at no time during the term of the Partnership will 65% or more of the value of any beneficial owner's direct or indirect interest in the Investor be attributable to the Investor's interests in the Partnership, (ii) less than 65% of the value of the Investor is attributable to the Investor's interests in the Partnership, and (iii) permitting the Partnership to satisfy the 100-partner limitation set forth in Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations is not a principal purpose of any beneficial owner of the Investor or of any person authorized to act on the Investor's behalf, for using the tiered arrangement within the meaning of U.S. Treasury Regulation Section 1.7704-1(h)(3)(ii). (t) Status as Disregarded Entity. Unless the Investor has notified the General Partner in writing on or before the date hereof (which writing shall be acknowledged by the General Partner and shall constitute a representation of the Investor hereunder), the Investor is not disregarded as an entity separate from its owner within the meaning of U.S. Treasury Regulation Section 301.7701-2(c)(2)(i) (a "Disregarded Entity"). If the Investor has notified the General Partner in writing that it is a Disregarded Entity, then the sole owner of the Investor for U.S. federal income tax purposes (the "Sole Owner") represents as follows: (1) the Sole Owner either: PROPRIETARY AND CONFIDENTIAL 7 EFTA01440012 GLDUS132 EverWatch Financial (A) (B) is not a partnership, grantor trust, or Subchapter S corporation for United States federal income tax purposes; or is a partnership, grantor trust, or Subchapter S corporation for United States federal income tax purposes, and (x) at no time during the term of the Partnership will 65% or more of the value of any beneficial owner's direct or indirect interest in the Sole Owner be attributable to the Sole Owner's interests in the Partnership, (y) less than 65% of the value of the Sole Owner is attributable to the Sole Owner's interests in the Partnership, and (z) permitting the Partnership to satisfy the 100-partner limitation set forth in Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations is not a principal purpose of any beneficial owner of the Sole Owner, or of any person authorized to act on the Sole Owner's behalf, for using the tiered arrangement within the meaning of U.S. Treasury Regulations Section 1.7704-1(h)(3)(ii). (2) The Sole Owner will not transfer or otherwise dispose of or distribute any part of its economic or beneficial interest in (or any rights with respect to) the Investor or the Interest without complying with all of the applicable provisions of the Partnership Agreement as if the Sole Owner were a direct Limited Partner of the Partnership and were transferring a direct limited partnership interest in the Partnership. (u) No Borrowings. The Investor has not borrowed any portion of its contribution to the Partnership, either directly or indirectly, from the Partnership, the General Partner, the Investment Manager or any Affiliate of the foregoing. (v) Partnership Counsel Does Not Represent the Investors. The Investor understands and acknowledges that Cleary Gottlieb Steen & Hamilton LLP ("Cleary Gottlieb") acts as U.S. counsel only for the Partnership, Glendower Access Secondary Opportunities IV (International), L.P. (the "Feeder Fund" and, together with the Partnership and any other funds established in connection with the Partnership and the Feeder Fund, the "Access Funds"), the General Partner, the Investment Manager and certain of their respective Affiliates, and that Maples and Calder, Attorneys-at-Law, acts as Cayman Islands counsel only for the Access Funds, the Investment Manager and the General Partner, and no attorney-client relationship exists between either firm and any other person by reason of such person making an investment in the Partnership. The Investor understands and acknowledges that the Investor should consult its own EFTA01440013 legal and tax advisers in connection with the formation of the Partnership and the sale of the Interest. The Investor also understands that no independent counsel has been retained to represent the Limited Partners. The Investor acknowledges that neither Cleary Gottlieb nor Maples and Calder have independently verified any factual assertions made in the Memorandum and are not responsible for the Partnership's compliance with its investment program or applicable law. The Investor represents that it has not relied upon Cleary Gottlieb's or Maples and Calder's participation in the preparation of the Offering Materials or its representation of the parties named above in connection with its investment in the Partnership. (w) Privacy Notice. If the Investor is a natural person, it acknowledges receipt of the notice attached hereto as Exhibit F regarding the privacy of financial information under Regulation P, 12 C.F.R. 1016 ("Regulation P"), adopted by the Consumer Financial Protection Bureau, and agrees that the Interest is a financial product that the Investor has requested and authorized. In accordance with Section 14 of Regulation P, the Investor acknowledges and agrees that the Partnership may disclose nonpublic personal information of the Investor to the other Limited Partners, as well as to the Partnership's accountants, attorneys and other service providers as necessary to effect, administer and enforce the PROPRIETARY AND CONFIDENTIAL 8 EFTA01440014 GLDUS132 EverWatch Financial Partnership and its partners' rights and obligations, or as otherwise may be required by applicable law, rule or regulation. (x) Nominees and Custodians. If the undersigned is acting as nominee or custodian for another person or entity in connection with the purchase or holding of the Interest, the undersigned has so indicated on its signature page hereto. The representations and warranties contained in this Section 2 regarding the "Investor" are true and accurate with regard to each person or entity for which the undersigned is acting as nominee or custodian. Without limiting the generality of the foregoing, the representations and warranties regarding the status of the Investor in the exhibits attached hereto are true with respect to, and accurately describe, each person or entity for which the undersigned is acting as nominee or custodian. Each person or entity for which the undersigned is acting as nominee or custodian will not Transfer or otherwise dispose of or distribute any part of its economic or beneficial interest in (or any other rights with respect to) the Interest without complying with all of the applicable provisions of the Partnership Agreement as if such person or entity were a direct Limited Partner of the Partnership and were transferring a direct limited partnership interest in the Partnership. If the undersigned is acting as nominee or custodian for another person or entity, the undersigned agrees to provide such other information as the General Partner may reasonably request regarding the undersigned and the person or entity for which the undersigned is acting as nominee or custodian in order to determine the eligibility of the Investor to purchase the Interest. (Y) Final Form. The Investor understands and acknowledges that its purchase of an Interest in the Partnership shall be subject to the terms and conditions of this Agreement and the Partnership Agreement, in each case in the definitive form as shall be executed by the parties hereto and thereto, and as the same may be amended from time to time in accordance with their respective terms. The Investor further understands and acknowledges that (i) the definitive form of the Partnership Agreement may have terms and conditions different from those disclosed originally in the Memorandum, and (ii) the actual realized returns on unrealized investments may differ materially from the returns indicated in the Memorandum and the appendices thereto. (z) No General Solicitation or General Advertisement. The Investor acknowledges EFTA01440015 that it is not purchasing an Interest as a result of or subsequent to (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any Internet site that is not password protected) or broadcast over television or radio, or (ii) any seminar or meeting whose attendees, including the Investor, had been invited as a result of, subsequent to or pursuant to the foregoing, but rather, that it is purchasing an Interest as a result of private negotiations in an arm's length transaction. (aa) Sanctions and Anti-Money Laundering. The Investor hereby acknowledges that the Partnership and the Underlying Fund seek to comply with all applicable sanctions imposed under the laws, regulations or executive orders administered and enforced by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State or the U.S. Department of Commerce, or similar sanctions imposed by the United Nations Security Council, the European Union, and Her Majesty's Treasury of the United Kingdom ("Sanctions"), and all other applicable laws concerning money laundering and related activities. In furtherance of those efforts, the Investor, on behalf of (i) itself, (ii) any person it controls or is controlled by (as defined below in this Section 2(aa)), (iii) if the Investor is a privately held entity, any person having a beneficial interest in the Investor, (iv) if the Investor will not be the sole beneficial owner of the Interest, any person having a beneficial interest in the Interest, (v) and any disclosed or undisclosed principal for which the Investor is acting as a nominee or other type of agent, certifies, based on appropriate diligence and investigation (the foregoing, "Investor-Related Parties"), that: (1) neither it, nor any Investor-Related Party or any other person or entity of whom it is acting on behalf, is: PROPRIETARY AND CONFIDENTIAL 9 EFTA01440016 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