GLDUS140 Lawrence Hirsch (1) the terms of the Partnership Agreement, including all exhibits and attachments thereto, comply with the Investor's governing instruments and applicable laws governing the Investor, and the Investor will promptly advise the General Partner in writing of any changes in any governing law or any regulations or interpretations thereunder affecting the duties, responsibilities, liabilities or obligations of the Partnership, the General Partner or any of their respective partners, members, employees, stockholders, officers, directors, agents or Affiliates; (2) (a) pursuant to the Partnership Agreement, the General Partner has the power and discretion to make all investment decisions in accordance with the terms of the Partnership Agreement, (b) neither the General Partner or iCapital Securities, LLC (collectively. "iCapital"), nor any of their Affiliates, is undertaking to provide investment advice (impartial or otherwise), or give advice in a fiduciary capacity, in connection with the Investor's decision to invest in, continue holding, or withdraw from, the Partnership, or to give advice in any fiduciary capacity for purposes of ERISA, as defined below, or the Code, as defined below, unless otherwise agreed to in writing, and (c) the Memorandum, including all appendices thereto, and the marketing of the Partnership by the General Partner and its Affiliates does not constitute a recommendation or investment advice; (3) the Investor Fiduciary is responsible for exercising independent judgment in evaluating the Investor's decision to invest in, continue holding, or withdraw from, the Partnership; is qualified to make such investment decision and to the extent it deems necessary has consulted its own investment advisers and legal counsel regarding the investment in the Partnership; (4) in making its decision to invest in the Partnership, neither the Investor nor the Investor Fiduciary has relied on any advice or recomm