EPSTEIN
page 6 / 548 . OCR, unverified
Underlying Fund LPA, and prospective investors must review the
Underlying Fund documents for a detailed description of the manner in
which the Underlying Fund intends to make carried interest
distributions.
The Investment Manager, the General Partner, any affiliate thereof and,
the respective partners, members, stockholders, officers, directors,
managers, employees, or agents of any of the foregoing and the
Administrator, will be indemnified by the Access Fund out of the assets
of the Access Fund, including the capital calls from the Limited Partners
(which capital calls for indemnification expenses am outside of a
Limited Partner's Subscription), and from the proceeds of liability
insurance and any assets from any recalled Distributions (see
Capital
Calls"), against certain expenses or losses. In addition, as an investor in
the Underlying Fund. the Access Fund (and indirectly the Limited
Partners (including any Feeder Funds)) will be obligated to fund certain
indemnification obligations of the Underlying Fund, and such amounts
will be callable from Limited Partners of the Access Fund to the full
extent of the Access Fund's obligations to the Underlying Fund,
including through the recall of distributions.
Limited Partners may not withdraw from the Access Fund prior to its
dissolution, provided that a Limited Partner may, with the consent of the
General Partner in accordance with the terms of the Partnership
Agreement, transfer its Interests to a Feeder Fund. In addition, Limited
Partners may not sell, assign or transfer any of their Interests, rights or
obligations in the Access Fund except with the consent of the General
Partner, and such consent may be withheld or delayed in the sole and
absolute discretion of the General Partner. Should the General Partner
consent to a sale, transfer, assignment or other disposition of a Limited
Partner's Interest, the transferring Limited Partner or its transferee will
be required to pay Transfer Expenses (as defined in the Partnership
Agreement), which shall be at least $5,000 and shall be sufficient to pay
all costs incurred in connection with any such transfer. Any transferring
Limited Partner and such Limited Partner's transferee shall, jointly and
severally, be required to reimburse the Partnership, at the request of the
General Partner, for any expenses reasonably incurred by the Partnership
in connection with such Transfer. The General Partner may require the
complete or partial withdrawal of a Limited Partner in certain limited
instances (as described in the Partnership Agreement). Transfer
Expenses paid by a Limited Partner or transferee shall not reduce the
Proprietary and Confidential
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0082548
CONFIDENTIAL
SDNY GM_00228732
EFTA01382976
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METADATA_FILENAME: EFTA01382977.pdf
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GLDUS238 SOUTHERN FINANCIAL LLC
Prospective investors are urged to consult their tax advisors with specific
reference to their own situations as they relate to an investment in the
Access Fund.
Certain ERISA
The General Partner intends to conduct the operations of the Access
Considerations
Fund so that it will be an appropriate investment for employee benefit
plans subject to the Employee Retirement Income Security Act of 1974
and (unless the context otherwise requires) the rules and regulations
promulgated thereunder, as amended from time to time, or any successor
statute thereto ("ERISA"). The Access Fund may require certain
representations or assurances from investors subject to ERISA to
determine compliance with ERISA provisions.
The General Partner will use commercially reasonable efforts so that (a)
less than 25% of the total value of each class of equity interests
(disregarding equity interests held by the General Partner or its affiliates)
in the Access Fund is held by "benefit plan investors," defined in
accordance with Section 3(42) of ERISA and the regulations thereunder,
and therefore (b) the assets of the Access Fund will not constitute plan
assets subject to the fiduciary standards of Part 4 of Title I of ERISA.
Accordingly, the General Partner may not approve the purchase of an
Interest by or proposed transfer of an Interest to a person that has
represented that it is a "benefit plan investor" or to a Controlling Person
to the extent that such purchase or transfer would result in lrenefit plan
investors" owning 25% or more of the value of the interests in the Access
Fund immediately after such purchase or proposed transfer (such
percentage determined in accordance with Section 3(42) of ERISA).
Limited Partner Giveback
To the extent the Access Fund incurs any indemnification or other
liability or is otherwise required to return distributions to the Underlying
Fund in accordance with the Underlying Fund LPA (including in respect
of any indemnification or other liability incurred by the Access Fund in