EPSTEIN
page 4 / 548 . OCR, unverified
case services with respect to the proposed purchase or sale of securities
by the Access Fund that are not reimbursed by the issuer of such
securities or others (whether or not any such purchase or sale is
consummated); fees and expenses incurred in connection with or
otherwise relating to the preparation of torn' documentation in respect
of Transfers; fees and expenses incurred in respect of any arrangement
to provide additional liquidity to Limited Partners and facilitate the
process for Limited Partners to sell all or any portion of their Interests;
reasonable out-of-pocket expenses of the Investment Manager, such as
travel, research and other expenses related to the ongoing monitoring on
behalf of the Access Fund in respect of the Underlying Fund and the
management of the Access Fund (including the costs and expenses
(including travel-related expenses) of hosting meetings of the Partners,
or otherwise holding meetings or conferences with Limited Partners,
whether individually or in a group) attending meetings with the
Placement Agents, whether internal or provided by a third party service
provider, utilized for risk management, measurement and valuation
purposes); any expenses incurred in connection with any Credit Facility
or regulatory obligation; and premiums for liability or other insurance to
protect the Access Fund, the General Partner, the Investment Manager
and any of their respective partners, members, stockholders, officers,
directors, employees, agents or affiliates in connection with the activities
of the Access Fund, the General Partner or the Investment Manager.
Access Fund expenses will also include any costs and expenses
associated with the ongoing operations of any alternative investment
vehicles (including administrative fees and expenses; legal and
recording fees and expenses; any fees and expenses of consultants,
economists, outside counsel, accountants and other third-party service
providers; any taxes (including withholding taxes), fees or other
governmental charges levied against such alternative investment
vehicles, including tax preparation expenses: expenses relating to any
audit, investigation, governmental inquiry or public relations
undertaking and litigation, insurance, indemnification and extraordinary
expenses). In addition to the foregoing, Access Fund expenses will
Propridary and Confidential
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0082544
CONFIDENTIAL
SONY GM_00228728
EFTA01382973
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METADATA_SOURCE: IMAGES0051
METADATA_FILENAME: EFTA01382974.pdf
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GLDUS238 SOUTHERN FINANCIAL LLC
include, and therefore Limited Partners will be responsible for, all of the
operating expenses of the General Partner. Moreover, expenses of or
relating to a Feeder Fund shall be paid by, and treated as expenses of,
the Access Fund to the extent that they would be considered expenses of
the Access Fund if they were incurred by the Access Fund (and indirectly
borne by the limited partners of the Feeder Fund through the Feeder
Fund's Interest as a Limited Partner of the Access Fund): provided,
however, that operating expenses that arc uniquely related to a specific
Feeder Fund will be determined with respect to, and paid separately by,
such Feeder Fund, in each case as determined by the General Partner in
its sole discretion. Any contributions by Limited Partners to the Access
Fund to fund their share of Access Fund expenses shall reduce the unpaid
portion of such Limited Partner's Subscription (i.e., a Limited Partner
will not be required to contribute amounts in addition to its Subscription
to fund their sham of Access Fund expenses).
In addition to the foregoing costs and expenses, Limited Partners
(including any Feeder Funds) will indirectly bear the cost of the Access
Fund's pro rota share of management fees, carried interest,
organizational expenses, taxes, indemnification and other costs and
expenses payable by the Access Fund as a limited partner of the
Underlying Fund.
Any Feeder Fund would pay its allocable share of Access Fund
expenses by virtue of being a Limited Partner of the Access Fund. To
the extent expenses that constitute Access Fund expenses are incurred
by the General Partner or Investment Manager on the joint behalf of
the Access Fund and/or any Parallel Access Funds established in
connection with the Access Fund to acquire interests in the Underlying
Fund, the Investment Manager will allocate such expenses between the
Access Fund and such Parallel Access Funds as it reasonably deems
appropriate.
Management Fee
A separate fee for management services provided by the Investment
Manager shall be assessed separately for each Limited Partner (the
Limited Partner's "Management Fee"). The Management Fee amount
contributed by each Limited Partner to the Access Fund shall reduce the
unpaid portion of such Limited Partner's Subscription (i.e., a Limited