EFTA Document EFTA01390099

GLDUS138 Ian Slome Proprietary and Confidential respect to one or more capital calls, and (ii) in connection with the initial capital commitment of any Partner to take into account that they have not yet made a Contribution. For the avoidance of doubt, payments of Management Fees by Limited Partners shall not be considered "Contributions" for purposes of the definition of "Percentage Interest". Person Placement Agent Plan Assets Regulation Prime Rate Regulatory Allocations Restricted Person Restricted Person Ownership Percentage Restricted Person Partner Securities Act Side Letter Subscription Tax Liability Tax Matters Partner Temporary Investments Any individual, general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association and the heirs, executors, administrators, legal representative, successors and assigns of such Person where the context so permits. Means the third-party placement agents utilized by the Partnership. The regulation concerning the definition of "plan assets" under ERISA adopted by the United States Department of Labor and codified in 29 C.F.R. §2510.3-101 or any successor regulation promulgated pursuant to Section 3(42) of ERISA. As of any date, the prime rate of interest in effect on such date as reported in The Wall Street Journal. As set forth in Part 1.6 of Appendix II. Refers to a Person that is (i) a "restricted person" within the meaning of Rule 5130 and (ii) not either an Exempt Entity or a Person whose only Beneficial Interest in the Partnership is an indirect interest held through an Exempt Entity. Means the percentage of the Beneficial Interests in the Partnership that arc held in the aggregate directly or indirectly by Restricted Persons. Refers to a Partner that is (i) a Restricted Person or (ii) a Person in which a Restricted Person has a direct or indirect Beneficial Interest. The United States Securities Act of 1933, as amended from time to time, or any successor statute thereto. As set forth in 14.7.11. With respect to any Partner, the total amount that such Partner has agreed to contribute to the Partnership as set forth in the List of Partners exclusive of any interest equivalent amounts pursuant to 3.3.1(a)(4). As set forth in 7.4.1. As set forth in 14.6.2(a). Short-term investments of cash pending distribution or use by the Partnership to pay expenses or to make contributions to the Underlying Fund, which shall be limited to (i) cash or cash equivalents, (ii) commercial paper rated no lower Glendower Access Secondary Opportunities IV (U.S.), L.P. 1-7 Amended and Restated LimikAlPartntrchip Agreement CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL SDNY_GM_00240653 DB-SDNY-0094469 EFTA01390099