GLDUS113 Cliff Meg entity. directly or indirectly, in the Underlying Fund, to the extent practicable. In particular, the General Partner or the Investment Manager will form Glendower Access Secondary Opportunities IV (International), L.P. (the "Offshore Access Fund", and together with the Access Fund, the "Access Funds") for certain qualified U.S. Tax-Exempt Investors not willing to receive material amounts of UBTI and certain qualified Non- U.S. Investors. The Offshore Access Fund is expected to be a Cayman Islands exempted limited partnership and other than assets used to cover Offshore Access Fund expenses, the Offshore Access Fund will invest all of the Subscriptions made by the limited partners of the Offshore Access Fund in the Access Fund. Although Parallel Access Funds or Feeder Funds arc expected to invest on similar terms and conditions to the Access Fund, such Parallel Access Funds or Feeder Funds may have the same or different terms (including terms that are more favorable) than those described herein, provided, that any such Parallel Access Funds or Feeder Funds "ill only accept subscriptions from "qualified purchasers," as defined in the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and interests will be offered and sold only to investors who arc "accredited investors" within the meaning given to such term in Regulation D under the Securities Act. Capital Calls Each Limited Partner's capital contributions will be payable when called by the General Partner to meet anticipated Access Fund expenses and liabilities and to make contributions to the Underlying Fund. Each Limited Partner's capital contribution shall generally be due upon 7 business days' written notice, except in certain limited circumstances where the General Partner deems it prudent to require capital contributions to be made on shorter notice. The General Partner may require each Limited Partner to make a capital contribution