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COMPENSATION AND EXPENSES 1.1 Formation. The parties hereto do hereby form a limited partnership (the "Partnership") pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (hereinafter referred to as the "Ad"). 1.2 Name. The business of the Partnership shall be carried on under

Fiscal Period. (2) Any Net Gain for a Fiscal Period shall be credited to the Capital Accounts of Partners as follows: A preliminary allocation of Net Gain shall be made to each Capital Account in an amount (the "Preliminary Amount") equal to the product of the Net Gain and the Partnership Percentage f

ON OF LIMITED PARTNERSHIP. The Partners agree to continue the Partnership subject to the terms of this EFTA01397683 Agreement in accordance with the Delaware Revised Uniform Limited Partnership Act, as amended from time to time (the "Delaware Act"), and the Initial Agreement is hereby amended and restate

eral Partner shall also be authorized, but not required, to adjust in good faith the provisions of this Agreement relating to (i) the allocation of Net Gain, Net Loss, Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 9 EFTA01397700 GLDUS141

ON OF LIMITED PARTNERSHIP. The Partners agree to continue the Partnership subject to the terms of this EFTA01395177 Agreement in accordance with the Delaware Revised Uniform Limited Partnership Act, as amended from time to time (the "Delaware Act"), and the Initial Agreement is hereby amended and restate

eral Partner shall also be authorized, but not required, to adjust in good faith the provisions of this Agreement relating to (i) the allocation of Net Gain, Net Loss, Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 9 EFTA01395194 GLDUS143