EPSTEIN
page 1 / 657 . OCR, unverified
Dataset10 060
--- SOURCE: IMAGES__0060__EFTA01391969.txt ---
METADATA_SOURCE: IMAGES0060
METADATA_FILENAME: EFTA01391969.pdf
----------------------------------------
GLOUSI44 Glenn Warren
Proprietary and Confidential
than
by Standard & Poor's Ratings Services or "P-I" by Moody's
Investors Service, Inc., or a comparable rating by a comparable rating agency,
(iii) obligations of the United States or (iv) certificates of deposit issued by, or
other deposit obligations of, commercial banks chartered by the United States,
any state thereof, the District of Columbia, or any member nation of the
European Union, each having, at the date of acquisition by the Partnership,
combined capital and surplus of at least $500,000,000 or the equivalent
thereof, in each case maturing in one year or less at the time of investment by
the Partnership.
Third-Party
Any Person (other than the Partnership and the General Partner) that is legally
Indemnifiers
or contractually obligated to make indemnification payments (or equivalent
payments pursuant to an insurance policy or similar arrangement) to an
Indemnitee.
Transfer
As set forth in 11.1.1.
Transfer Expenses
As set forth in 11.1.8.
Treasury Regulations
The regulations promulgated by the United States Department of the Treasury
under the Code, as amended.
Underlying Fund
Glendower Capital Secondary Opportunities IV, LP, an English private fund
limited partnership, together with any parallel funds and alternative investment
vehicles formed in accordance with the limited partnership agreement of the
Underlying Fund.
Underlying Fund
As set forth in 6.3.3.
Defaulting Partner
United States; U.S.
The United States of America.
Glendower Access Secondary Opportunities IV (U.S.), L.P.
I-8
Amended and Restated LimikAlPartntrchip Agreement
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0097109
CONFIDENTIAL
SDNY_GM_00243293
EFTA01391969
--- SOURCE: IMAGES__0060__EFTA01391970.txt ---
METADATA_SOURCE: IMAGES0060
METADATA_FILENAME: EFTA01391970.pdf
----------------------------------------
GL0US144 Glenn Warren
Proprietary and Confidential
APPENDIX II
REGULATORY AND TAX ALLOCATIONS
The provisions of this Appendix II are included in order to enable the Partnership to comply with the
requirements of Treasury Regulation Section 1.704-1(bX2)(iv).
1.
Regulatory Allocations and Allocations Involving Non recourse Indebtedness. The following
provisions arc included in order to comply with tax rules set forth in the Internal Revenue Code and to
permit the Partnership to obtain the benefits of a -safe harbor" provided by Treasury• Regulation
Section 1.704-1(b)(2XiiXd) and apply notwithstanding anything to the contrary in 8.2 and 8.3.
1.1
Minimum Gain Chargeback. Items of income or gain (computed with the adjustments
contained in the definition of "Net Gain" and "Net Loss") for any taxable period shall be allocated to the
Partners in the manner and to the minimum extent required by the "minimum gain chargeback"
provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(iX4).
1.2
Nonrecourse Deductions. All "nonrecourse deductions" (as defined in Treasury Regulation
Section 1.704-2(6)(1)) of the Partnership for any year shall be allocated to the Partners in accordance with
their respective Contributions: provided. however, that nonrecourse deductions attributable to "partner
nonrecourse debt" (as defined in Treasury Regulation Section I .704-2(bX4)) shall be allocated to the
Partners in accordance with the provisions of Treasury Regulation Section I .704-2(i)(1).
Limit on Loss and Deduction Allocations. In no event shall any items of loss or deduction
(computed with the adjustments contained in the definition of "Net Gain" and "Net Loss") be allocated
to a Partner if such allocation would cause or increase a negative balance in such Partner's Capital
Account (determined for this purpose, by increasing the Partner's Capital Account balance by the amount
the Partner is obligated to restore to the Partnership within the meaning of Treasury Regulation
Section 1.704-1(b)(2XiiXc) or is deemed obligated to restore pursuant to Treasury Regulation
Sections 1.704-2(g) and 1.704-2(iX5) and decreasing it by the amounts specified in Treasury Regulation
Sections 1.704-1(b)(2XiiXd)(1), (5) and (6)).
1.4
Qualified Income Offset. Items of income or gain (computed with the adjustments contained in
the definition of "Net Gain" and "Net Loss") for any taxable period shall be allocated to the Partners in
the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation
Section 1.704-1(b)(2XiiXd).
1.5
Gross Income Allocation. Items of income or gain (computed with the adjustments contained in
the definition of "Net Gain" and "Net Loss") for any taxable period shall be allocated to the Partners in
the amount of (and in proportion to) any negative balance in such Partner's Capital Account (detennined