GLDUS238 SOUTHERN FINANCIAL LLC organized under the laws of a relevant member state (each, a "Member State) of the European Economic Area ("EEA')I when such marketing is reasonably likely to give rise to the application of any requirement of the AIFM Directive to the General Partner or the Investment Manager. In the event a prospective investor inadvertently receives this Memorandum while located in the EEA, the prospective investor should disregard this Memorandum and return the Memorandum to the applicable Placement Agent (as defined below). Investment in the Access Fund is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Access Fund. Investors in the Access Fund must be prepared to bear such risks for an extended period of time. No assurance can be given that the Access Fund's investment objectives will be achieved, that investors will receive a return of their capital or that substantial losses will be avoided. Investors could lose the entire value of their investment. Purchasers of Interests will not be limited partners of the Underlying Fund, will have no direct interest in the Underlying Fund, will have no voting rights in the Underlying Fund and will have no standing or recourse, and may not bring an action against, the Underlying Fund or the general partner of the Underlying Fund (the "Glendower GP") and their respective affiliates or any of their respective advisors, officers, directors, employees, partners or members (together with the Glendower GP, Glendower Capital, LLP and Glendower Capital (U.S.), LLC, "Glendower") for any breach of the Underlying Fund LPA. To the fullest extent permitted by law, the Access Fund may bring legal action against the Underlying Fund or Glendower only at the initiative of the General Partner or the Investment Manager, as a delegate of the General Partner. None of the Underlying Fund