GLDUS132 EverWatch Financial incurred by the Underlying Fund's investments may have a significant adverse impact on the Underlying Fund and the Access Fund. Diverse Partnershiµ Investors in the Access Fund may include U.S. taxable and tax-exempt investors, and may include persons or entities organized in various jurisdictions or who otherwise have different characteristics or interests. As a result, conflicts of interest may arise in connection with decisions made by the Investment Manager that may be more beneficial for one type of investor than for another type of investor. In its management of the Access Fund, the Investment Manager will consider the investment objectives of the Access Fund as a whole and not the investment objectives of any investor individually. Certain Information Regarding the Underlying Fund Will Not be Disclosed to Limited Partners. Glendower. the Underlying Fund and their respective affiliates will have certain confidential information relating to the Underlying Fund and its portfolio that has not and will not be disclosed to the Limited Partners of the Access Fund. Terms of the Underlying Fund The terms of the Underlying Fund are subject to change. There can be no assurances that the partners of the Underlying Fund will not further amend the Underlying Fund's governing agreement. Neither the Access Fund nor the General Partner will have the ability to unilaterally block any amendment of the Underlying Fund's governing agreement. None of Glendower. the Underlying Fund or the General Partner will have any liability or responsibility to any Limited Partner for any changes to the terms of the Underlying Fund. The General Partner is under no obligation to revise or supplement this Memorandum, notwithstanding any amendments to the Underlying Fund's governing agreement and neither the Underlying Fund nor Glendower is under an obligation to revise or supplement this Memorandum or the Underlying Fund PPM. Side Letters. The Ac