GLOUS144 Glenn Warren Proprietary and Confidential To the extent any tax information or return is required to be prepared by the General Partner or the Partnership because of the identity or jurisdiction of a Limited Partner or the failure of the Limited Partner to provide any information, the economic cost of all expenses incurred by the General Partner or the Partnership to carry out such responsibilities, or the costs of any other expenses incurred by the General Partner or the Partnership that are otherwise attributable to any specific Limited Partner, shall not be treated as operating expenses and instead shall be charged by the General Partner, in its discretion, to such Limited Partner. The General Partner may hold back or offset any cash distributions payable to such Limited Partner to satisfy the Limited Partner's obligation under this 5.2.1.5. All amounts that the General Partner withholds or otherwise pays on behalf of such Limited Partner shall be treated as if such amounts were distributed to the Limited Partner pursuant to 7.1. 5.2.2 Management Fee. 5.2.2.1 Amount A separate fee for management services provided by the Investment Manager or a designated Affiliate thereof shall be assessed separately for each Limited Partner (the Limited Partner's "Management Fee"). The Partnership shall pay to the Investment Manager or a designated Affiliate thereof the aggregate amount of such Management Fees assessed with respect to the Limited Partners. Commencing upon the "Initial Closing" of the Underlying Fund (as defined in the limited partnership agreement of the Underlying Fund) and for each fiscal quarter thereafter through the first date on which the "investment period" of the Underlying Fund has permanently expired, the Management Fee of a Limited Partner shall be an amount equal to the product of the Management Fee Rate applicable to such Limited Partner multiplied by the Subscription of such Limited Partner. Commencing on the first