EPSTEIN
page 5 / 548 . OCR, unverified
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 the Management Fee). The Access Fund shall pay
the aggregate amount of such Management Fee assessed with respect to
the Limited Partners to the Investment Manager.
Commencing upon the "Initial Closing" of the Underlying Fund (as
defined in the Underlying Fund LPA) and for each fiscal quarter
thereafter through the first date on which the "investment period" of the
Underlying Fund has permanently expired, the Management Fee of a
Limited Farmer shall be an amount equal to the product of the
Management Fee Rate (as defined below) applicable to such Limited
Propridary and Confidential
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0082545
CONFIDENTIAL
SONY GM_00228729
EFTA01382974
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GLDUS238 SOUTHERN FINANCIAL LLC
Partner multiplied by the Subscription of such Limited Partner. 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 Management Fee of a Limited Partner for each
fiscal quarter shall be an amount equal to the product of the Management
Fee Rate applicable to such Limited Partner multiplied by such Limited
Partner's proportionate sham (based upon Subscriptions) of the Access
Fund's proportionate share of capital contributions in respect of all
"Invested Capital" (as defined in the Underlying Fund LPA) of the
Underlying Fund. Thereafter, until the last day of the term of the Access
Fund, the Management Fee of a Limited Partner shall be calculated
based on Invested Capital
in accordance with (C) below.
Notwithstanding the foregoing, the Investment Manager in its sole
discretion may elect to waive or otherwise reduce the Management Fee
attributable to any Limited Partner.
The "Management Fee Rate" for a Limited Partner (A) during the
- investment period" of the Underlying Fund is 1.00% per annum (or
0.25% per quarter); provided, that the Management Fee Rate for (i) a
Limited Partner whose Subscription equals or exceeds $3,000,000 but is
less than $5,000,000 shall be 0.75% per annum (i.e., 0.1875% per
quarter); and (ii) a Limited Partner whose Subscription equals or exceeds
$5,000,000 shall be 0.25% per annum (i.e., 0.0625% per quarter); (B)
from the first date on which the -investment period" of the Underlying
Fund has permanently expired until the second anniversary of such date
is 0.75% per annum (i.e., 0.1875% per quarter); provided, that the
Management Fee Rate for (i) a Limited Partner whose Subscription
equals or exceeds $3,000,000 but is less than $5,000,000 shall be 0.60%
per annum (i.e., 0.15% per quarter); and (ii) a Limited Partner whose
Subscription equals or exceeds $5,000,000 shall be 0.25% per annum
(i.e., 0.0625% per quarter); and (C) thereafter, the greater of 90% of a
Limited Partner's Management Fee for the immediately preceding year
or 0.25% per annum (i.e., 0.0625% per quarter) of such Limited
Partner's Invested Capital.
The Management Fee that is charged by the Access Fund to a Limited
Partner shall be paid to the Investment Manager. The Investment
Manager will pay a material portion of the amount received to the
Placement Agents in exchange for certain servicing functions rendered
by the Placement Agents. The portion of the Management Fee received
may differ among Placement Agents.
•The Management Fee will be payable in advance on a quarterly basis
from the Initial Closing.
The foregoing fee is exclusive of the amount of the Underlying Fund
Management Fee payable in respect of the Access Fund as a limited
partner of the Underlying Fund. In addition, the Limited Partners will
indirectly pay carried interest to the Glendower GP by virtue of the
Propridary and Confidential
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0082546
CONFIDENTIAL
SONY GM_00228730
EFTA01382975
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METADATA_FILENAME: EFTA01382976.pdf
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GLDUS238 SOUTHERN FINANCIAL LLC
Underlying Fund Carried
Interest
Indemnification
Withdrawal and Transfer
As described in detail in Section 6 — "Distributions" in the Underlying
Fund PPM (attached hereto in Appendix A), the Glendower GP is
entitled to receive "carried interest" distributions equal to 12.5% of the
Underlying Fund's net profits subject to an eight percent (8%) preferred
return with a full catch up provision for the Glendower GP. The actual
amount of any such carried interest payment is based in part upon the
Underlying Fund's achievement of certain returns. The foregoing
description is a summary only and is qualified in its entirety by the