GLDUS143 Henry Nicholas iCapital Advisors, LLC Form ADV Part 2A potential lack of diversification, higher fees than those offered through more traditional investment products (such as mutual funds), and lack of information regarding valuations and pricing. Each prospective investor will be required to complete a subscription agreement for any Fund in which it seeks to invest, pursuant to which the prospective investor shall establish that he/she is qualified for investment in the Fund, and acknowledges and accepts the various risk factors that are associated with such an investment. The risks and conflicts of interest described in the Underlying Fund PPM with respect to the Underlying Fund and an investment therein apply generally to a Private Access Fund. Moreover, without limiting the application or generality of the foregoing. each Private Access Fund will be either (A) a newly formed entity or (B) an entity with a limited operating history (i) that will not be registered under the Investment Company Act. (ii) that will issue illiquid securities that are not registered under the Securities Act or any other laws. (iii) that will not register under the Exchange Act. (iv) the Interests of which will be subject to restrictions on transfer. (v) which will not be permitted to make full or partial withdrawals from an Underlying Fund pursuant to the terms of the Underlying Funds' governing agreement (except in very limited circumstances) and (vi) with respect to which, investors may lose the entire amount of their investment The returns of the Private Access Fund will depend almost entirely on the performance of its investment in the Underlying Fund and there can be no assurance that the Underlying Fund will be able to implement its investment objective and strategy. Certain ongoing operating expenses of the Private Access Fund, which will be in addition to those expenses borne by the Private Access Fund as an investor in the Underlying Fund (e.g.