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GLDUS1 33 Georgetown University Endowment
Proprietary and Confidential
Defaulting Access
As set forth in 6.3.3.
Fund Investor
Defaulting Partner
As set forth in 6.3.2.
Delaware Act
As set forth in 2.1.
Delayed Payment
Partnership income attributable to (a) interest paid by any Partner pursuant to
Interest
6.3.1 and (b) interest on costs of collecting unpaid capital contributions paid by
any Partner pursuant to 6.3.2.
ERISA
ERISA Partner
The United States 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.
Any Limited Partner which (a) is (i) an "employee benefit plan" within the
meaning of Section 3(3) of ERISA and subject to Title I of ERISA, (ii) a
"plan," as defined in Section 4975 of the Code, (iii) any other entity or
account, any of the assets of which constitute "plan assets," within the
meaning of Section 3(42) of ERISA, of a plan described in (a)(i) or (aXii)
above, or (iv) a nominee for, or is using the assets of, or is a trust established
pursuant to, one or more such employee benefit plans or other plans, and
(b) has notified the General Partner in writing of its status as an ERISA
Partner.
Exempt Entity
An entity described in paragraph (c) of Rule 5130 as specifically eligible to
purchase new issue securities, other than an entity described in subparagraph
(c)(4) (Le., an entity relying on the 10% "de minimis" exception under Rule
5130).
FATCA
Feeder Fund
Sections 1471 through 1474 of the Code, all rules, regulations and other
guidance issued thereunder, and all administrative and judicial interpretations
thereof, any agreements entered into pursuant to 1471(b)(1) of the Code, and
all applicable intergovernmental agreements entered into between the United
States and another country (or local country legislation enacted pursuant to
such intergovernmental agreement).
Any feeder fund (including the Offshore Access Fund) that may be formed to
invest all of the subscriptions made by the limited partners of such feeder fund
in the Partnership and that is designated as a Feeder Fund by the General
Partner.
Final Closing Date
As set forth in 3.3.1(a).
Freely Tradable
Any security that satisfies the following conditions:
Security
(a)
The Partnership's entire holding of such securities can be immediately
sold by the Partnership to the general public without the necessity of any
federal, state or local government consent, approval or filing (other than any
notice filings of the type required pursuant to Rule 144(h) under the Securities
Glendower Access Secondary Opportunities IV (U.S.), L.P.
1-3
Amended and Restated Limited Partntrchip Agreement
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0093600
CONFIDENTIAL
SDNY GM_00239764
EFTA01389246