GLDUS132 EverWatch Financial (e) Investment Company Act Status. Based in part upon the representations of the Limited Partners contained in the Subscription Agreements, the Partnership is not required to be registered as an "investment company" within the meaning of the Investment Company Act, after giving effect to the transactions contemplated in the Partnership Agreement. 6. Power of Attorne (a) The Investor hereby appoints Glendower Access Secondary Opportunities IV GP LLC (the "General Partner") and iCapital Advisors, LLC (and any substitute or successor thereto) (the "Investment Manager, as its true and lawful attorneys (collectively, the "Attorneys") in its name, place and stead, (i) to receive and pay over to the General Partner on behalf and at the direction of the Investor, to the extent set forth in this Subscription Agreement, all funds received hereunder, (ii) to complete or correct, on behalf of the Investor, all documents to be executed by the Investor in connection with the Investor's subscription for an Interest, including, without limitation, filling in or amending amounts, dates and other pertinent information required in this Subscription Agreement; (iii) to act on behalf of such Investor with respect to any of the actions that may be taken against it as a Limited Partner in the event of a default by such Limited Partner, as described in the Memorandum; and (iv) as applicable, to make, execute, sign, acknowledge and deliver or file for and on behalf of the Investor, and in its name, place and stead (A) the Partnership Agreement and any amendment, modification or change to such agreement; (B) the agreement of limited partnership and any amendment, modification or change to such agreement of any parallel investment entity or feeder fund established in accordance with the provisions of the Partnership Agreement; (C) any agreements or other documents relating to the obligations of the Partnership, as limited and defined in the