EPSTEIN
page 2 / 548 . OCR, unverified
Investment Company Act of 1940, as amended (the "Investment
Company Act"), and interests will be offered and sold only to investors
who arc "accredited investors" within the meaning given to such term in
Regulation D under the Securities Act.
Capital Calls
Each Limited Partner's capital contributions will be payable when called
by the General Partner to meet anticipated Access Fund expenses and
liabilities and to make contributions to the Underlying Fund. Each
Limited Partner's capital contribution shall generally be due upon
business days' written notice, except in certain limited circumstances
where the General Partner
deems it prudent to require capital
contributions to be made on shorter notice. The General Partner may
require each Limited Partner to make a capital contribution to the Access
Fund on the date it is admitted to the Access Fund. The General Partner
will provide written notice of the exact size and timing of any such initial
capital contribution in advance of the Initial Closing of the Access Fund.
A Limited Partner who fails to make its capital contributions in a timely
manner including in connection with recalls of Distributions or who
otherwise fails to make a payment required by the Access Fund
(including (i) expenses incurred in respect of transfers (ii) expenses
incurred by the General Partner or the Access Fund to the extent that any
tax information or return is required to be prepared by the General
Partner or the Access Fund because of the identity, jurisdiction or action
of the Limited Partner (including the election not to receive Schedule K-
electronically) and (iii) any applicable interest charged in connection
with a Subsequent Closing) may suffer substantial penalties with respect
to its Interest, including, a total forfeiture of such Interest. In addition,
any (i) material breach by a Limited Partner of its representations and
Proprietary and Confidential
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0082541
CONFIDENTIAL
SONY GM_00228725
EFTA01382970
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METADATA_FILENAME: EFTA01382971.pdf
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GLDUS238 SOUTHERN FINANCIAL LLC
warranties in its Subscription Agreement and (ii) any failure by a
Limited Partner to provide information as requested by the General
Partner or Investment Manager in connection with anti-money
laundering or similar programs, sill be considered a default under the
Partnership Agreement.
In the event that the Access Fund fails to make a capital contribution to
the Underlying Fund as a result of the failure of a Limited Partner to
make a capital contribution to the Access Fund, the Underlying Fund
may impose certain remedies against the Access Fund, including,
potentially causing the Access Fund to forfeit all or a portion of its
interest in the Underlying Fund.
Bifurcated Default
With respect to any capital contribution (or portion thereof) that is
subject to a default (the "Defaulted Amount"), the General Partner may
call additional capital from the Limited Partners that have already made
the applicable capital contribution (not in excess of their unfunded
Subscriptions) to the extent necessary to fund the Defaulted Amount.
If the Access Fund fails to contribute all or any portion of any call
amount set forth in a funding notice received from the Underlying Fund
(an "Access Fund Default"), and such failure results from the failure of
one or more Limited Partners (each such Limited Partner, a "Defaulting
Access Fund Investor") to make full payment in respect of any capital
call issued by the Access Fund, then Glendower has agreed to only treat
the Access Fund as a "Defaulting Partner" (as defined in the limited
partnership agreement of the Underlying Fund, (as may be amended or
otherwise supplemented from time to time, the "Underlying Fund LPA'))
with respect to the portion of the Access Fund's interest in the
Underlying Fund that has defaulted. In addition, the General Partner has
agreed that, if the Glendower GP so requests upon any Access Fund
Default, the General Partner, or the Investment Manager on its behalf,
shall cause the Access Fund to assign to the Underlying Fund, and the
General Partner will delegate to the Underlying Fund, the authority to
exercise directly for the direct benefit of the Underlying Fund, all of the
rights and remedies provided in the Partnership Agreement against a
Defaulting Access Fund Investor as if they were a Defaulting Partner,
and the General Partner will provide such assistance as is reasonably
requested by the Glendower GP in connection with the exercise of any
remedies against the Defaulting Access Fund Investor.
In addition, in applying and interpreting the provisions of the Partnership
Agrccmcnt, in order to equitably determine the rights and obligations of
any Limited Partner with respect to the Underlying Fund, the General