property, each Limited Partner that receives an interest in the Partnership by reason of such transfer (or, in the case of the transfer of interests in a Limited Partner, such Limited Partner) hereby agrees to reimburse the Partnership and/or the General Partner within 10 business days for any expenses (including, without limitation, accounting fees) reasonably incurred by the Partnership and/or the General Partner (and their respective affiliates) from time to time in connection with effecting such adjustments to the basis of Partnership property and any corresponding adjustments to the calculation of Partnership gains and losses as it relates to such transfer. 14.6.5 Tax Reporting Consistency. For United States federal, state and local income tax purposes, each Limited Partner shall report the tax items attributable to its participation in the Partnership on its income tax returns in a manner consistent with the tax treatment of such items as (or to be) reported to it by the Partnership on Internal Revenue Service Form 1065 Schedule K-1 (or any such successor form or schedule). 14.7 GENERAL PROVISIONS. 14.7.1 Power of Attorney. Each of the undersigned by execution of this Agreement (including by execution of a counterpart signature page hereto directly or by power of attorney) constitutes and appoints the General Partner as its true and lawful representative and attorney-in-fact, in its name, place and stead, to make, execute, sign, acknowledge and deliver or file (a) the Certificate of Limited Partnership and any other instruments, documents and certificates which may from time to time be required by any law to effectuate, implement Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 43 EFTA01397768

GLDUS141 Greg Martin Proprietary and Confidential and continue the valid and subsisting existence of the Partnership or any Alternative Investment Vehicles, Parallel Access Fund or Feeder Fund (b) all instruments, documents and certificates that may be required to effectuate the dissolution and termination of the Partnership or any Alternative Investment Vehicle, Parallel Access Fund or Feeder Fund in accordance with the provisions hereof and the Delaware Act (and, in the case of an Alternative Investment Vehicle, in accordance with the laws of the jurisdiction in which any such Alternative Investment Vehicle, Parallel Access Fund or Feeder Fund was formed), (c) all other amendments of this Agreement or the Certificate of Limited Partnership contemplated by this Agreement including, without limitation, amendments reflecting the addition or substitution of any Partner, or any action of the Partners duly taken pursuant to this Agreement whether or not such Partner voted in favor of or otherwise approved such action, (d) any other instrument, certificate or document required from time to time to admit a Partner, to effect its substitution as a Partner, to effect the substitution of the Partner's assignee as a Partner, or to reflect any action of the Partners provided for in this Agreement (including, without limitation, the admission of any Partner to an Alternative Investment Vehicle, Parallel Access Fund or Feeder Fund), (e) any other instrument, certificate or document required from time to time to effect the Transfer of a Defaulting Partner's interest, and (f) any agreement or instrument necessary or advisable to consummate any investment pursuant to 3.5, including the execution of the organizational documents with respect to an Alternative Investment Vehicle, Parallel Access Fund or Feeder Fund (and any amendments thereto consistent with 3.5 and 3.6); provided, however, that no actions shall be taken by the General Partner under the power of attorney granted pursuant to this 14.7.1 that would have any adverse effect on the limited liability of any Limited Partner. The foregoing grant of authority (1) is a special power of attorney coupled with an interest in favor of the General Partner and as such shall be irrevocable and shall survive the death or disability of a Partner that is a natural person or the merger, dissolution or other termination of the existence of a Partner that is a corporation, association, partnership, limited liability company or trust, and (2) shall survive the assignment by the Partner of the whole or any portion of its interest, except that where the assignee of the whole thereof EFTA01397769

has appointed the General Partner as its true and lawful attorney in fact on the terms hereof, this power of attorney shall survive such assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument necessary to effect any permitted substitution of the assignee for the assignor as a Partner and shall thereafter terminate. This power of attorney may be exercised by such attorney in fact and agent for each of the Limited Partners (or any of them) by a single signature of the General Partner acting as attorney in fact with or without listing all of the Limited Partners executing an instrument. 14.7.2 Execution of Additional Documents Each Partner hereby agrees to execute all certificates, counterparts, amendments, instruments or documents that may be required by laws of the various jurisdictions in which the Partnership conducts its activities, to conform with the laws of such jurisdictions governing limited partnerships, or to comply with the terms of the limited partnership agreement of the Underlying Fund. 14.7.3 Limited Partner Information. Each Limited Partner further agrees that, upon request by the General Partner, such Limited Partner shall provide all information and documentation in its possession or that can reasonably be obtained by it necessary or desirable for, or reasonably requested by, the General Partner, as applicable, for the purpose of complying with the disclosure obligations to the Underlying Fund, or to respond to any inquires or requests regarding such Limited Partner made by (A) any potential limited partners or limited partners of the Underlying Fund or any parallel investment vehicles thereto, including, without limitation, state and municipal pension plans, (B) any governmental or quasi-governmental agency, (C) any regulatory or self regulatory body and (D) any bank or other financial institution as reasonably required to obtain credit facilities or borrowings as described in 4.2 of this Agreement, or in each case above to update such information. Each Limited Partner understands and agrees that any such information and/or Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 44 EFTA01397770

GLDUS141 Greg Martin Proprietary and Confidential documentation may be provided, without the consent of such Limited Partner, to the requesting potential limited partner or limited partner of the Underlying Fund or any parallel investment vehicles thereto, governmental or quasigovernmental agency, regulatory or self-regulatory body or bank or other financial institution. 14.7.4 Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the respective heirs, successors, permitted assigns and legal representatives of the parties hereto. 14.7.5 Governing Law and Remedies for Breach. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware. In determining what action, if any, shall be taken against a Limited Partner in connection with such Limited Partner's breach of this Agreement, the General Partner shall seek to obtain the best result (as determined by the General Partner in its sole discretion) for the Partnership and the other Partners. Each Limited Partner hereby specifically agrees that, in the event such Limited Partner violates the terms of this Agreement, such Limited Partner shall not be entitled to claim that the Partnership or any of the other Partners are precluded, on the basis of any fiduciary or other duty arising in respect of such Limited Partner's status as such, from seeking any of the penalties or other remedies permitted under this Agreement or applicable law. 14.7.6 Waiver of Partition. Each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the Partnership's property. 14.7.7 Securities Law Matters. Each Partner understands that in addition to the restrictions on transfer contained in this Agreement, it must bear the economic risks of its investment for an indefinite period because the Partnership interests have not been registered under the Securities Act or under any applicable securities laws of any state or other jurisdiction and, therefore, may not be sold or otherwise transferred unless they are registered under the Securities Act and any such other applicable securities laws or an exemption from such registration is available. 14.7.8 Confidentiality. (a) A Limited Partner's rights to access or receive any information about the Partnership or its business including, without limitation, (i) information to which a EFTA01397771

Limited Partner is provided access pursuant to 14.2, (ii) financial statements, reports and other information provided pursuant to 14.3, (iii) the offering documents for the Partnership, this Agreement, any subscription agreement and any other related agreements, (iv) any documents or information provided to the Partnership by the Underlying Fund or any of its Affiliates, and (v) any information provided to any Limited Partner pursuant to a Side Letter or otherwise provided to a Limited Partner by the General Partner or its Affiliates, (the information in (i) through (v), the "Partnership Information"), are conditioned on such Limited Partner's agreement, willingness and ability to assure that the Partnership Information will be used solely by such Limited Partner for purposes reasonably related to such Limited Partner's interest as a Limited Partner, and that such Partnership Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 45 EFTA01397772

GLDUS141 Greg Martin Proprietary and Confidential Information will not become publicly available as a result of such Limited Partner's rights to access or receive such Partnership Information. (b) Each Limited Partner acknowledges and agrees that the Partnership Information constitutes a valuable trade secret of the Partnership (or of the Underlying Fund to the extent such Partnership Information relates to the Underlying Fund) and agrees to maintain any Partnership Information provided to it in the strictest confidence and not to disclose the Partnership Information to any person other than to its officers, fiduciaries, employees, agents, consultants, auditors, counsel or other professional advisors, who have a business need to know such Partnership Information, who have been informed of the confidential nature of such Partnership Information, and who are, either by the nature of their positions or duties or pursuant to written agreement, subject to substantially equivalent restrictions with respect to the use and disclosure of the Partnership Information as are set forth in this Agreement. Notwithstanding the foregoing, each Limited Partner and each Limited Partner's employees, representatives and other agents, may disclose to their professional advisors (including, without limitation, their attorneys and accountants) or to the U.S. Internal Revenue Service or other U.S. taxing authority, without limitation of any kind, the U.S. federal and state income and franchise tax treatment and U.S. federal and state income and franchise tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such Limited Partner relating to such tax treatment or tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income or franchise tax strategy provided to such Limited Partner, provided, however, that no Limited Partner (and no employee, representative or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment or tax structure of such transaction (including the identity of the party and any information EFTA01397773

that could lead another to determine the identity of any party) or any other information to the extent that such disclosure could reasonably result in violation of any U.S. federal or state securities law. With respect to any Limited Partner, the obligation to maintain the Partnership Information in confidence shall not apply to any Partnership Information (i) that becomes publicly available (other than by reason of a disclosure by a Limited Partner), (ii) the disclosure of which has been consented to by the General Partner in writing or (iii) the disclosure of which is required by a court of competent jurisdiction or other governmental authority or otherwise as required by law. Before any Limited Partner discloses Partnership Information pursuant to clause (iii), such Limited Partner shall promptly, and in any event prior to making any such disclosure, notify the General Partner of the court order, subpoena, interrogatories, government order or other reason that requires disclosure of the Partnership Information so that the General Partner may seek a protective order or other remedy to protect the confidentiality of the Partnership Information or waive compliance with this Agreement. Such Limited Partner shall also consult with the General Partner on the advisability of taking steps to eliminate or narrow the requirement to disclose the Partnership Information and shall otherwise cooperate with the efforts of the General Partner to obtain a protective order or other remedy to protect the Partnership Information. If a protective order or other remedy cannot be obtained, such Limited Partner shall disclose only that Partnership Information that its counsel advises in writing (which writing shall also be addressed and delivered to the Partnership) that it is legally required to disclose. (c) Each Limited Partner shall promptly notify the General Partner if it becomes aware of any reason, whether under law, regulation, policy or otherwise, that it will, or might become compelled to, use the Partnership Information other than as contemplated by Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 46 EFTA01397774

EFTA01397775

GLDUS141 Greg Martin Proprietary and Confidential 14.7.8(a) or disclose Partnership Information in violation of the confidentiality restrictions in 14.7.8(b). (d) Notwithstanding any other provision of this Agreement, with the exception of the Schedule K-1 or equivalent report to be provided to each Partner pursuant to 14.2.2, the General Partner shall have the right not to provide any Limited Partner, for such period of time as the General Partner in good faith determines to be advisable, with any Partnership Information that such Limited Partner would otherwise be entitled to receive or to have access to pursuant to this Agreement (including without limitation pursuant to 14.2) or the Delaware Act if: (i) the Partnership or the General Partner is required by law or by agreement with a third party to keep such Partnership Information confidential; (ii) the General Partner in good faith believes that the disclosure of such Partnership Information to such Limited Partner is not in the best interest of the Partnership or could damage the Partnership or its business (which may include a determination by the General Partner that such Limited Partner or one or more of its equity holders is disclosing or may disclose such Partnership Information and that the potential of such disclosure by such Person is not in the best interest of the Partnership or could damage the Partnership or its business) or (iii) such Limited Partner has notified the General Partner of its election not to have access to, or to receive such Partnership Information. (e) The Limited Partners acknowledge and agree that: (i) the Partnership or the General Partner and its partners may acquire confidential information related to third parties that pursuant to fiduciary, contractual, legal or similar obligations cannot be disclosed to the Limited Partners; and (ii) neither the Partnership nor the General Partner and its equity holders shall be in breach of any duty under this Agreement or the Delaware Act in consequence of acquiring, holding or failing to disclose such information to the Limited Partners so long as such obligations were undertaken in good faith. (f) EFTA01397776

In addition to any other remedies available at law, the Partners agree that the Partnership shall be entitled to equitable relief, including, without limitation, the right to an injunction or restraining order, as a remedy for any failure by a Limited Partner to comply with its obligations with respect to the use and disclosure of Partnership Information, as set forth in 14.7.8(a) and 14.7.8(b). (g) To the maximum extent permitted by law and for the avoidance of doubt, the provisions of this 14.7.8 shall survive the withdrawal of any Partner from the Partnership and shall be enforceable against such Partner after such withdrawal. 14.7.9 Contract Construction; Headings; Counterparts. Whenever the context of this Agreement permits, the masculine gender shall include the feminine and neuter genders, and reference to singular or plural shall be interchangeable with the other. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the other provisions, and this Agreement shall be construed and reformed in all respects as if any such invalid or unenforceable provision(s) were omitted or, at the direction of a court, modified in order to give effect to the intent and purposes of this Agreement. References in this Agreement to particular Sections of the Code or the Delaware Act or any other statute shall be deemed or provisions as they may be amended after the date of this Agreement. Captions convenience only and do not define or limit any term of this Agreement. It parties that every covenant, term, and provision of this Agreement shall be construed fair meaning and not strictly for or against any party (notwithstanding any Agreement to be strictly construed Glendower Access Secondary Opportunities IV (U.S.), Amended and Restated Limited Partnership Agreement 47 rule to refer to such Sections in this Agreement are for is the simply of law L.P. intention of the according to its requiring an EFTA01397777

GLDUS141 Greg Martin Proprietary and Confidential against the drafting party), it being understood that the parties to this Agreement are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. For purposes of the Delaware Act, the Limited Partners shall constitute a single class or group of limited partners. This Agreement or any amendment hereto may be signed in any number of counterparts, each of which when signed by the General Partner shall be an original, but all of which taken together shall constitute one agreement or amendment, as the case may be. 14.7.10 Arbitration. Except as otherwise agreed to by the General Partner and a Limited Partner with respect to any particular controversy or claim, any controversy or claim arising out of or relating to this Agreement shall be settled through binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon an award arising in connection therewith may be entered in any court of competent jurisdiction. Any arbitration, mediation, court action, or other adjudicative proceeding arising out of or relating to this Agreement shall be held in New York City, New York or, if such proceeding cannot be lawfully held in such location, as near thereto as applicable law permits. 14.7.11 Side Letters. Notwithstanding anything in this Agreement to the contrary, the General Partner may, in its sole discretion, enter into a letter agreement or side letter with one or more Limited Partners (each, a "Side Letter") providing that the terms of this Agreement are amended and/or supplemented with respect to such Limited Partner and, with respect to any such Limited Partner, the terms of such Side Letter shall be controlling, and the terms of this Agreement shall be deemed amended, modified and/or supplemented to the extent required to effectuate the provisions of such Side Letters. Other than as amended, modified and/or supplemented by such Side Letter, this Agreement shall remain in full force and effect with respect to such Limited Partner, and shall remain in full force and effect without any modification with respect to a Limited Partner who is not party to such Side Letter. 14.7.12 Entire Agreement. This Agreement, the subscription agreements , the Side Letters and any other writing between any Limited Partners and the General Partner or the Investment Manager entered into in connection herewith, EFTA01397778

shall constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and shall supersede any prior understanding or agreement, oral or written with respect thereto. 14.7.13 Bad Actor Disqualification Information. The General Partner may from time to time conduct an inquiry of all Limited Partners whose Subscriptions equal or exceed 20% (or such lower percentage as necessitated by applicable law) of the Subscriptions of all Limited Partners (each, a "20% Holder") as to whether any 20% Holder is a "bad actor" within the meaning of Rule 506(d) under the Securities Act (a "Bad Actor"). If (a) any 20% Holder fails to provide any requested information to the General Partner within ten (10) Business Days after the date of the request therefor or (b) any 20% Holder indicates that it is a Bad Actor, then such 20% Holder agrees that (i) it shall not cast any vote in respect of any portion of its interest in the Partnership that represents 20% or more of the total Subscriptions of the Limited Partners, and (ii) the General Partner may take such actions as it deems appropriate with respect to such 20% Holder or otherwise in order to ensure that the Partnership may continue to rely on Rule 506 of Regulation D promulgated under the Securities Act. Notwithstanding the foregoing, the voting restrictions under this 14.7.13 shall cease as to Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 48 EFTA01397779

GLDUS141 Greg Martin Proprietary and Confidential a 20% Holder at such time as such 20% Holder certifies or recertifies to the General Partner that it is not a Bad Actor. [REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY.] Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement 49 EFTA01397780

GLDUS141 Greg Martin EFTA01397781

GLDUS141 Greg Martin Proprietary and Confidential APPENDIX I Glendower Access Secondary Opportunities IV (U.S.), L.P. DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below (such meanings to be equally applicable to both singular and plural forms of the terms so defined). Additional defined terms are set forth in the provisions of this Agreement to which they relate. 20% Holder As set forth in 14.7.13. Access Fund Default As set forth in 6.3.3. Additional Limited Partner Administrator Advisers Act Affiliate Agreement Alternative Investment Vehicles Anti-Money Laundering Laws Approved Agent As set forth in 3.3.1(a). The administrator of the Partnership, as appointed by the General Partner. The United States Investment Advisers Act of 1940, as amended. With respect to the Person to which it refers, a Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such subject Person. As set forth in the introductory paragraph to this Agreement. As set forth in 3.5(a). As set forth in 3.3.3(a)(2). Means any agent for a Partner or, as the case may be, an agent or nominee (or both), if duly appointed, for the legally appointed: (i) representative of a Partner who is deceased; (ii) trustee in bankruptcy of a Partner who is bankrupt; or (iii) curator, guardian or receiver of a Partner who is mentally incapable of managing his affairs. The General Partner may, unless it has actual notice to the contrary, accept the written representation of an Approved Agent that such Approved Agent is the duly appointed agent or nominee (or both) of any Partner or of any of the Persons in (i), (ii) or (iii) above without further investigation or verification. BBA Beneficial Interest As set forth in 14.6.2(a). Has the meaning ascribed to it in Rule 5130. Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement EFTA01397782

I-1 EFTA01397783

GLDUS141 Greg Martin Proprietary and Confidential Business Day Capital Account Carrying Value Each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the City of New York, New York, are required by law to remain closed. As set forth in 8.1.1. With respect to any asset, the asset's adjusted basis for federal income tax purposes; provided, however, that (i) the initial Carrying Value of any asset contributed to the Partnership shall be adjusted to equal its gross fair market value at the time of its contribution, and (ii) the Carrying Values of all assets held by the Partnership shall be adjusted to equal their respective gross fair market values (taking Section 7701(g) of the Code into account) upon an election by the Partnership to revalue its property in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) and upon liquidation of the Partnership. The Carrying Value of any asset whose Carrying Value was adjusted pursuant to the preceding sentence thereafter shall be adjusted in accordance with the provisions of Treasury Regulation Section 1.7041(b)(2)- (iv)(g). Code Contribution The United States Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and, as applicable, the Treasury Regulations thereunder. With respect to any Partner at any time, the aggregate amount of capital contributions made to the Partnership by such Partner, adjusted in accordance with the other provisions of this Agreement, including, without limitation, 6 2 (relating to the return of contributions subject to subsequent drawdown) and 6.3.2(a)(5), but excluding the contribution of an interest-equivalent amount pursuant to 3.3.1(a)(4), the amount of any interest payable pursuant to 6.3.1 and 6.3.2, and any other amounts contributed pursuant to 5 2.1.5, 11.1.8 or Article 12. Covered Company Partner Covered Company Person Covered Company Person Ownership Percentage Covered Person Credit Facility Default Rate Refers to a Partner that is (i) a Covered Company Person or (ii) a Person EFTA01397784

(other than an Exempt Entity) in which a Covered Company Person has a direct or indirect Beneficial Interest. Refers to a Person that is an executive officer or director of a "public company" or "covered non-public company" (in each case as defined in Rule 5131) or a person "materially supported" (as defined in Rule 5131) by such an officer or director. Means the percentage of the Beneficial Interests in the Partnership that are held in the aggregate directly or indirectly by Covered Company Persons with respect to a particular company. As set forth in 12.1.1. As set forth in 4.2. As set forth in 6.3.1. Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement I-2 EFTA01397785

GLDUS141 Greg Martin Proprietary and Confidential Defaulting Access Fund Investor Defaulting Partner Delaware Act Delayed Payment Interest ERISA ERISA Partner As set forth in 6.3.3. As set forth in 6.3.2. As set forth in 2.1. Partnership income attributable to (a) interest paid by any Partner pursuant to 6.3.1 and (b) interest on costs of collecting unpaid capital contributions paid by any Partner pursuant to 6.3.2. 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 (a)(ii) 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) (i.e., an entity relying on the 10% "de minimis" exception under Rule 5130). FATCA 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). Feeder Fund 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 EFTA01397786

Freely Tradable Security As set forth in 3.3.1(a). Any security that satisfies the following conditions: (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. Amended and Restated Limited Partnership Agreement I-3 EFTA01397787

GLDUS141 Greg Martin Proprietary and Confidential Act or Section 13 or 16 of the Securities Exchange Act of 1934, as amended), and (b) Such securities are either listed on a national securities exchange or market quotations are readily available for such security. If only a portion of the Partnership's holdings of securities satisfies the requirements of the preceding sentence, that portion of the Partnership's holdings of such securities shall constitute Freely Tradable Securities. In addition to the foregoing, in the case of a distribution or proposed distribution of securities in kind, such securities shall also constitute Freely Tradable Securities if the entire portion of the distribution made to the Limited Partners can be immediately sold by them under the terms provided for in clause (a) of this definition and the condition provided for in clause (b) of this definition is satisfied, assuming for purposes of this sentence that no Limited Partner is or has been an Affiliate of the issuer of such securities and without regard to any restrictions on sale applicable to particular Limited Partners because of the particular nature or status of such Limited Partners. Notwithstanding the foregoing, the General Partner may subject such Freely Tradable Securities to such conditions and restrictions as the General Partner determines are necessary or appropriate to preserve the value of such Freely Tradable Securities or for legal reasons. General Partner Indemnitee Initial Agreement Initial Closing Date Initial Drawdown Date Initial Limited Partner Investment Company Act Investment Manager Initially, the entity named as General Partner in the introductory paragraph of this Agreement, and any successor General Partner. As set forth in 12.2.1. As set forth in the introductory paragraph to this Agreement. As set forth in 3.3.1(a). As set forth in 6.1.2. Michael Stanton The Investment Company Act of 1940, as from time to time amended and in effect. Means iCapital Advisors, LLC, a Delaware limited liability company, or a successor management company appointed by the Partnership in accordance EFTA01397788

with the terms of this Agreement and the Management Agreement. Investment Subsidiary As set forth in 3.5(f). Limited Partners Those Persons listed in the List of Partners as limited partners, together with any additional or substituted limited partners admitted to the Partnership after the date hereof. Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement I-4 EFTA01397789

GLDUS141 Greg Martin Proprietary and Confidential List of Partners Management Agreement Management Fee The list, maintained by the General Partner, setting forth the names, addresses, facsimile numbers, electronic mail addresses and Subscriptions of the Partners. Means the Management Agreement between the Partnership and the Investment Manager, as may be amended from time to time in accordance with the terms thereof. As set forth in 5.2.2.1. Management Fee Rate As set forth in 5.2.2.1. Net Gain or Loss The profit or loss of the Partnership determined, in accordance with U.S. federal income tax accounting principles, excluding any items specially allocated pursuant to 8.2.2, 8.2.3 or 8.3, and computed with the following adjustments: (i) Items of gain, loss, and deduction shall be computed based upon the Carrying Values of the Partnership's assets (in accordance with Treasury Regulation Sections 1.704-1(b)(2)(iv)(g) and/or 1.704-3(d)) rather than upon the assets' adjusted bases for federal income tax purposes; (ii) Any tax-exempt income received by the Partnership shall be included as an item of gross income; (iii) Any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code (including any expenditures treated as being described in Section 705(a)(2)(B) pursuant to Treasury Regulations under Section 704(b) of the Code) shall be treated as a deductible expense; (iv) The amount of any adjustment to the Carrying Value of any Partnership asset pursuant to Section 734(b) or Section 743(b) of the Code that is required to be reflected in the Capital Accounts of the Partners pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) shall be treated as an item of gain (if the adjustment is positive) or loss (if the adjustment is negative), and only such amount of the adjustment shall thereafter be taken into account in computing items of income and deduction; (v) The amount of any unrealized gain or unrealized loss attributable to an asset at the time it is distributed in kind to a Partner (or to any Approved Agent on behalf of a Partner) shall be included in the computation as an item of income or loss, respectively; and (vi) The amount of any unrealized gain or unrealized loss with respect to the assets of the Partnership that is reflected in an adjustment to the Carrying Values of the Partnership's assets pursuant to clause (ii) of the definition EFTA01397790

of "Carrying Value" shall be included in the computation as items of income or loss, respectively. Nonrecourse Liability Has the meaning set forth in Treasury Regulations Section 1.704-2(b)(3). Non-Voting Interest A limited partnership interest in the Partnership that does not entitle the holder to vote, consent or withhold consent with respect to any Partnership matter. Contributions attributable to Non-Voting Interests shall be disregarded, for Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement I-5 EFTA01397791

GLDUS141 Greg Martin Proprietary and Confidential purposes of 13.2, in determining both the aggregate Contributions of all Limited Partners and the aggregate Contributions of those Limited Partners voting in favor of or against a particular proposal. Except as otherwise explicitly provided in this Agreement, any interest held by any Person as a Non-Voting Interest shall be identical to all other limited partnership interests in all respects other than with regard to votes and consents. Offshore Access Fund Means Glendower Access Secondary Opportunities IV (International), L.P., a Cayman Islands exempted limited partnership. Organizational Expenses All expenses that are attributable to the organization of the General Partner, the Partnership and any Parallel Access Fund or Feeder Fund and the sale of interests in the Partnership, any Parallel Access Fund or Feeder Fund to the Limited Partners of the respective funds incurred by the General Partner, Investment Manager and their Affiliates (including legal, travel, accounting, tax advisory expenses, start-up filing, capital raising and other expenses and marketing costs, other organizational and start-up expenses of the General Partner and certain legal and third-party provider costs). For the avoidance of doubt, the foregoing organizational expenses do not include expenses incurred by the Placement Agents. Parallel Access Fund As set forth in 3.6. Partner Interest Partner Nonrecourse Debt Partner Nonrecourse Debt Minimum Gain Partners Partnership Partnership Information As set forth in 6.2.1. Has the same meaning as the term "partner nonrecourse debt" set forth in Treasury Regulations Section 1.704-2(b)(4). An amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if the Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i)(3). As set forth in the introductory paragraph of this Agreement. As set forth in the second paragraph of this Agreement. Partnership Expenses As set forth in 5.2.1.1. As set forth in 14.7.8(a). Partnership Minimum Gain Partnership EFTA01397792

Representative Percentage Interest Has the same meaning as the term "partnership minimum gain" set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d). As set forth in 14.6.2(b). The ratio of a Partner's Contributions to all of the Partners' Contributions; provided that, the General Partner, in its reasonable discretion, can adjust the Percentage Interests of the Partners (i) to reflect any default by a Partner with Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement I-6 EFTA01397793

GLDUS141 Greg Martin 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 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. Placement Agent Means the third-party placement agents utilized by the Partnership. Plan Assets Regulation 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. Prime Rate As of any date, the prime rate of interest in effect on such date as reported in The Wall Street Journal. Regulatory Allocations As set forth in Part 1.6 of Appendix II. Restricted Person 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. Restricted Person Ownership Percentage Restricted Person Partner Securities Act Side Letter Subscription Tax Liability Temporary Investments Means the percentage of the Beneficial Interests in the Partnership that are 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 EFTA01397794

of any interest equivalent amounts pursuant to 3.3.1(a)(4). As set forth in 7.4.1. Tax Matters Partner 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. Amended and Restated Limited Partnership Agreement I-7 EFTA01397795

GLDUS141 Greg Martin Proprietary and Confidential than "A-1" by Standard & Poor's Ratings Services or "P-1" 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 Indemnifiers Transfer Transfer Expenses Any Person (other than the Partnership and the General Partner) that is legally or contractually obligated to make indemnification payments (or equivalent payments pursuant to an insurance policy or similar arrangement) to an Indemnitee. As set forth in 11.1.1. 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 Defaulting Partner United States; U.S. As set forth in 6.3.3. The United States of America. Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement I-8 EFTA01397796

GLDUS141 Greg Martin 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(b)(2)(iv). 1 Regulatory Allocations and Allocations Involving Nonrecourse Indebtedness. The following provisions are 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)(2)(ii)(d) 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(i)(4). 1.2 Nonrecourse Deductions. All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(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 1.704-2(b)(4)) shall be allocated to the Partners in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1) 1.3 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)(2)(ii)(c) or is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5) and decreasing it by the amounts specified in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)). 1.4 Qualified Income Offset. Items of income or gain (computed with the EFTA01397797

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)(2)(ii)(d) 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 (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 1.7041(b)(2)(ii)(c) or is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5) and decreasing it by the amounts specified in Treasury Regulation Sections 1.7041(b)(2)(ii)(d)(4), (5) and (6)). 2 Adjustments to Reflect Changes in Interests. With respect to any fiscal period during which any Partner's interest in the Partnership changes, allocations under this Agreement (including 6.3.2 and 8.3) shall be adjusted appropriately to take into Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement II-1 EFTA01397798

GLDUS141 Greg Martin Proprietary and Confidential account the varying interests of the Partners during such period in accordance with the requirements of Section 706(d) of the Code and the Regulations thereunder. 3 Special Allocations to Reflect Economic Interests. The General Partner is authorized to modify the allocations otherwise provided for under Article 8 and this Appendix II, including by specially allocating items of gross income, gain, loss, or expense among the Partners, if advised by the Partnership's tax advisors that such modifications or such special allocations will cause the Capital Accounts of the Partners to reflect more closely the Partners' relative economic interests in the Partnership as set forth in Article 7 and Article 10. 4. Tax Allocations. Except as otherwise provided in the Agreement or this Appendix II or as required by Section 704 of the Code, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Partners in the same manner as are Net Gains and Net Losses and other items allocated pursuant to Article 8 and the other provisions of this Appendix II; provided, however, that if the Carrying Value of any property of the Partnership differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Partners so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Section 704(c) of the Code. * * * Glendower Access Secondary Opportunities IV (U.S.), L.P. Amended and Restated Limited Partnership Agreement II-2 EFTA01397799