EPSTEIN
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Partner may treat any Limited Partner as if it was a separate limited
partner of the Underlying Fund, any default penalties imposed by the
Glendower GP may be allocated solely by the General Partner to the
applicable Defaulting Access Fund Investor to the maximum extent
possible.
Proprietary and Confidential
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0082542
CONFIDENTIAL
SDNY GM_00228728
EFTA01382971
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GLDUS238 SOUTHERN FINANCIAL LLC
The General Partner shall have the sole discretion to apply the default
provisions to each investor in any Feeder Fund on a look-through basis
as if such investor was a direct limited partner of the Access Fund instead
of applying such provisions directly to such Feeder Fund.
Distributions
Capital Accounts;
Allocations
Organizational and
Offering Expenses
Access Fund Expenses
Distributions from the Underlying Fund received by the Access Fund
will generally be distributed to the Limited Partners (including any
Feeder Funds) pro rata based on their respective Subscriptions to the
Access Fund (excluding any Defaulting Partners, if applicable) as
promptly as practicable. The Access Fund will be entitled to withhold
from any Distribution amounts necessary to create, in the General
Partner's sole discretion, reserves for the payment of Access Fund
expenses and liabilities, to make anticipated capital contributions to the
Underlying Fund or for any other purpose permitted under the
Partnership Agreement.
Liquidating distributions will be made in accordance with positive
capital account balances.
It is intended that capital accounts will be maintained in accordance with
U.S. federal income tax guidelines. In general, items of income, gain,
loss and deduction will be allocated to the Limited Partners' capital
accounts in a manner consistent with the distribution procedures outlined
above.
The Access Fund, and the Limited Partners in the Access Fund
(including any Feeder Fund) will bear all organizational and offering
expenses incurred by the General Partner and/or the Investment Manager
(-Organizational Expenses") (including legal, travel, accounting, tax
advisory expenses, start-up filing, capital-raising and other expenses,
organizational and other start-up expenses of the General Partner, and
custodial and administrative costs) in connection with the formation of
the Access Fund, any Feeder Fund and the offering of the Interests. For
the avoidance of doubt, the foregoing Organizational Expenses do not
include expenses incurred by Placement Agents (as defined below).
The Access Fund will pay the costs and expenses of the Access Fund,
including: the Management Fee; Organizational Expenses: liquidation
expenses of the Access Fund; any sales or other taxes, fees or
government charges which may be assessed against the Access Fund;
expenses and fees related to accounting, audits of the Access Fund's
books and records and preparation of the Access Fund's tax returns and
other third-party provider expenses, including expenses related to tax
reporting including under the U.S. Foreign Account Tax Compliance
provisions of the Hiring Incentives to Restore Employment Act
(-FATCA1 and under the Common Reporting Standard ("CRS"): costs
of preparing and distributing financial statements and other reports to
and other communications with the Partners, as well as costs of all
Proprietary and Confidential
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0082543
CONFIDENTIAL
SONY GM_00228727
EFTA01382972
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GLDUS238 SOUTHERN FINANCIAL LLC
governmental returns, reports and filings of the Access Fund; any costs
or expenses in connection with the Access Fund's admission to the
Underlying Fund (including, the legal costs of completing subscription
booklets and the Access Fund's side letter, if any, with the Underlying
Fund and any subsequent closing interest charged to the Access Fund);
extraordinary one-time expenses of the Access Fund; all expenses
relating to litigation and threatened litigation involving the Access Fund,
including indemnification expenses; commissions or brokerage fees or
similar charges incurred in connection with the purchase or sale of
securities; expenses attributable to normal and extraordinary investment
banking, commercial banking, accounting, appraisal, legal and recording
fees and expenses. administrative (including any fees and expenses of
the Administrator or Custodian related to the Access Fund or the General
Partner), custodial and registration services provided to the Access Fund
and any expenses attributable to consulting services, including in each
case services with respect to the proposed purchase or sale of securities