GLDUS128 Patrick Gerschel Raymond James and the other the Placement Agents having additional conflicts of interest with respect to the purchase of Interests by Investors. Risks Associated with Investing in the Access Fund. The Access Fund is an investment vehicle being formed to facilitate the investment of certain categories of investors into the Underlying Fund. The Access Fund's sole objective is to invest in the Underlying Fund and, other than such investment, the Access Fund is not expected to have any material operations. Substantially all of the capital contributions to the Access Fund will be contributed by the Access Fund to the Underlying Fund, and the Limited Partners will receive an indirect interest in the Underlying Fund. Because the sole purpose of the Access Fund is to acquire an interest in the Underlying Fund, all of the risk factors and disclosures of potential conflicts set forth in the Underlying Fund PPM will be relevant when considering an investment in the Access Fund. Therefore, prospective Investors must also carefully review the Underlying Fund PPM, including the more detailed and comprehensive summary of risks related to an investment in the Underlying Fund. In addition to the risks and conflicts of interest described in the Underlying Fund PPM, which generally apply to the Access Fund and the Interests, Investors should note, among other things, the Access Fund will be a newly formed entity (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 and will have no public market, (v) which will not be permitted to make full or partial withdrawals from the Underlying Fund pursuant to the terms of the Underlying Fund's governing agreement (except in very limited circumstances) and (v