GLDUS142 Ironsides Asset Mgmt This confidential private placement memorandum (as amended or supplemented from time to time. this "Memorandum') is furnished on a confidential bas

GLDUS142 Ironsides Asset Mgmt organized under the laws of a relevant member state (each, a "Member State) of the European Economic Area ("EEA')I when such marketing is reasonabl

GLDUS142 Ironsides Asset Mgmt The General Partner shall have the sole discretion to apply the default provisions to each investor in any Feeder Fund on a look-through basis as

GLDUS142 Ironsides Asset Mgmt Initial and Subsequent Closings The Access Fund may hold multiple closings. The General Partner will provide prospective Limited Partners with no

GLDUS142 Ironsides Asset Mgmt IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ACCESS FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MER

GLDUS142 Ironsides Asset Mgmt (the "Management Fee") in respect of the Access Fund, payable quarterly in advance by the Access Fund. See "Management Fee." This Memorandum refer

GLDUS142 Ironsides Asset Mgmt referenced. Neither Glendower nor the Underlying Fund is responsible for updating any information provided in this Memorandum. The minimum subscri

GLDUS142 Ironsides Asset Mgmt AGGREGATE SUCH POSITIONS, FOR CFTC POSITION LIMIT AND LARGE TRADER REPORTING PURPOSES, WITH ANY DIRECT OR INDIRECT POSITIONS OF THE ACCESS FUND IN

GLDUS142 Ironsides Asset Mgmt The Access Fund will make its investment in the Underlying Fund at closings of the Underlying Fund on or after the Initial Closing, and if any Lim

GLDUS142 Ironsides Asset Mgmt include, and therefore Limited Partners will be responsible for, all of the operating expenses of the General Partner. Moreover, expenses of or re

GLDUS142 Ironsides Asset Mgmt warranties in its Subscription Agreement and (ii) any failure by a Limited Partner to provide information as requested by the General Partner or I

GLDUS142 Ironsides Asset Mgmt Subject to the limitations set forth in the relevant Underlying Fund LPA, the Underlying Fund may incur indebtedness, provide credit support and g

GLDUS142 Ironsides Asset Mgmt including (i) to the extent such amendment does not subject any Limited Partner to any material adverse economic consequences or diminish or waive

GLDUS142 Ironsides Asset Mgmt unpaid portion of such Limited Partner's Subscription. Failure to pay any applicable Transfer Expenses will be considered a default under the Part

GLDUS142 Ironsides Asset Mgmt sole discretion of the General Partner (regardless of whether a Qualified Matching Service is available). In addition, the constituent documents of

GLDUS142 Ironsides Asset Mgmt Raymond James and the other the Placement Agents having additional conflicts of interest with respect to the purchase of Interests by Investors. R

GLDUS142 Ironsides Asset Mgmt incurred by the Underlying Fund's investments may have a significant adverse impact on the Underlying Fund and the Access Fund. Diverse Partnershi

GLDUS142 Ironsides Asset Mgmt where the Access Fund has a significant ownership interest (generally 80% or mom) in such portfolio company, there is a potential risk that the Acc

GLDUS142 Ironsides Asset Mgmt equity securities, or anyone else who otherwise qualifies as a Covered Person becomes subject to a disqualifying event. The Access Fund will be re

GLDUS142 Ironsides Asset Mgmt Execution Version Proprietary and Confidential AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GLENDOWER ACCESS SECONDARY OPPORTUNITIES IV