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EFTA01390710

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IM CIIff drly Proprietary and Confidential 2.2 NAME; OFFICES. The name of the Partnership is "Glendower Access Secondary Opportunities IV (U.S.), L.P.' The Partnership shall have the exclusive right to use such name as long as the Partnership continues. The name of the Partnership may be changed at any time by the General Partner without the consent or approval of the Limited Partners. The principal office of the Partnership shall be located initially at do Institutional Capital Network. Inc., 60 East 42nd Street New York, NY 10165. The initial address of the Partnership's registered office in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, and its initial registered agent at such address for service of process is The Corporation Trust Company. The General Partner may change the locations of the principal office and registered office of the Partnership to such other locations, and may change the registered agent of the Partnership in Delaware to such other Person, as the General Partner may specify from time to time. The General Partner, in its sole discretion, may cause the Partnership to open additional offices. 2.3 PURPOSE; POWERS. The principal purpose of the Partnership is to make, hold and dispose of an investment in the Underlying Fund and to engage in any activities incidental thereto, including holding fluids in cash or investment funds in short tenn investments pending utilization. Subject to the provisions of this Agreement, the Partnership may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing and any other activity that is lawful for, and shall have all of the powers available to, a limited partnership organized under the Delaware Act. The General Partner, in its discretion, may, choose not to commit up to 10% of the Limited Partners' Subscriptions to the Partnership for investment into the Underlying Fund. Such reserved commitment

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