GLDUS127 Annandale Capital Proprietary and Confidential — Private Placement Memorandum Glendower Access Secondary Opportunities IV (U.S.), L.P. An "Access Fund" into Glendower Capital Secondary Opportunities Fund IV, LP Offering of Limited Partner Interests January 2018 Important Disclosures EFTA01396995

GLDUS127 Annandale Capital This confidential private placement memorandum (as amended or supplemented from time to time, this "Memorandum") is furnished on a confidential basis by iCapital Advisors, LLC or an affiliate (the "Investment Manager") to a limited number of sophisticated investors ("Investors") for the purpose of providing certain information about an investment in limited partner interests (the "Interests") in Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware limited partnership (the "Access Fund"). The Access Fund expects to invest substantially all of its assets in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership (together with its parallel funds and alternative investment vehicles, if applicable, the "Underlying Fund"). The Confidential Private Placement Memorandum of the Underlying Fund dated October 2017 (as supplemented by the Supplement to the Confidential Private Placement Memorandum dated November 2017 and as may be amended, restated and/or further supplemented from time to time, the "Underlying Fund PPM") is attached hereto on a confidential basis as Appendix A and is incorporated herein by reference. The investment and business objective of the Access Fund is to acquire a direct limited partner interest in the Underlying Fund. The Underlying Fund PPM is an integral part of this Memorandum, therefore, prospective investors should carefully read the Underlying Fund PPM. This Memorandum is qualified in its entirety by the Underlying Fund PPM and the limited partnership agreement of the Underlying Fund (as may be amended or otherwise supplemented from time to time, the "Underlying Fund LPA"), which shall be provided upon request by Glendower Access Secondary Opportunities IV GP LLC (the "General Partner") or Investment Manager. In the event of any conflict or inconsistency between such reference or terms described in this Memorandum relating to the Underlying Fund and the Underlying Fund PPM, the Underlying Fund PPM shall control. In the event of any conflict or inconsistency between such reference or terms described in the Underlying Fund PPM and the Underlying Fund LPA, the Underlying Fund LPA shall control. Neither the Interests nor the interests in the Underlying Fund have been recommended, approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC"), or by any other U.S. federal or state securities commission, regulatory authority, or any non-U.S. securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Memorandum. Any EFTA01396996

representation to the contrary may be a criminal offense. Neither the Interests nor the interests in the Underlying Fund have been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any U.S. state or the securities laws of any other country or jurisdiction, nor is such registration contemplated. The Interests will be offered and sold in the U.S. in reliance upon the exemptions provided in the Securities Act and/or Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made, and in compliance with any applicable U.S. state or other securities laws. The Interests may not be sold or transferred (i) except as permitted under the Partnership Agreement and (ii) in compliance with all applicable U.S. federal, state and non-U.S. securities laws and any contractual restrictions imposed by the Underlying Fund. It is not expected that the Interests or the interests in the Underlying Fund will be registered under the Securities Act, or any other securities laws. Neither the Access Fund nor the Underlying Fund will be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). Consequently, investors will not be afforded the protections of the Investment Company Act. The Interests are being offered pursuant to an exemption from the registration requirements of the Securities Act. Each investor must be a U.S. person that is (x) an "accredited investor" as defined within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, (y) a "qualified purchaser" as defined in Section 2(a)(51) of the Investment Company Act and (z) a "qualified client," as defined in the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act"). There is no public market for the Interests, and no such market is expected to develop in the future. Neither the General Partner nor the Investment Manager is authorized or expected to become authorized under the European Union's Directive 2011/61/EU on Alternative Investment Fund Managers (the "AIFM Directive") as of the date of this Memorandum, and the substantive requirements applicable to an authorized "Alternative Investment Fund Manager" ("AIFM") under the AIFM Directive or any national implementing law are not applicable to the General Partner or the Investment Manager. Neither the General Partner nor the Investment Manager will market interests (or permit interests to be marketed on their behalf) to any prospective investor located, resident or domiciled or with a registered office in or Proprietary and Confidential EFTA01396997

-ii EFTA01396998

GLDUS127 Annandale Capital organized under the laws of a relevant member state (each, a "Member State") of the European Economic Area ("EEA")1 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 or Glendower: (i) is responsible for the organization, operation or management of the Access Fund; (ii) has participated in, or is responsible for, the offering of Interests; (iii) has participated, or will participate, in the preparation of, or shall be responsible for, the contents of any of this Memorandum (other than Appendix A), the Partnership Agreement, the subscription agreement and related documents thereto, (the "Subscription Agreement") or any related agreements, instruments or accompanying sales documentation; (iv) makes any representation with respect to the adequacy or sufficiency of the information contained in this Memorandum to any investor EFTA01396999

in the Access Fund regarding the Underlying Fund or responsibility to update any information contained herein for the purpose of the (v) has endorsed or made any recommendations, representations or warranties with Interests; or (vi) is acting as a fiduciary or is providing investment advice with respect to the Interests. Furthermore, Glendower has not made any representation or warranty, express or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of any of the information contained in this Memorandum, and it expressly disclaims any responsibility or liability therefor. Glendower has no responsibility to update any of the information provided in this Memorandum. The information contained herein relating to the Underlying Fund, including, the information contained in the appendices hereto, was obtained from Glendower. Such information contained in this Memorandum does not purport to be complete and is subject to the more detailed information operational documents of the Underlying Fund, which documents may modified from time to time. None of the Placement Agents, the Access Fund, the General Partner the Investment Manager participated in the preparation of such documents or any underlying information obtained from such documents or conducted any due diligence or verification efforts with respect thereto, and none of them makes any representation regarding, and each liability or responsibility to any Investor in the Access Fund for, such information relating to the Underlying Fund set forth therein or omitted Interests is not, and should not be considered, an offering of interests in the Access Fund is being established to invest in the Underlying Fund, affiliate of the Underlying Fund or Glendower and an investment in the Access investment in the Underlying Fund. Furthermore, the offering of Interests considered, an offering of direct or 1 The following countries are in the EEA: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Republic of Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, The Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom of Great Britain and Northern Ireland. undertakes any offering of Interests; respect to the in the Underlying Fund PPM and the be amended, restated or otherwise or of them expressly disclaims any information or any other therefrom. The offering of Underlying Fund. Although the the Access Fund is not an Fund is different from an is not, and should not be EFTA01397000

Proprietary and Confidential -iii EFTA01397001

GLDUS127 Annandale Capital indirect interests in other funds managed or under the control of Glendower. Moreover, none of the limited partners of the Access Fund (the "Limited Partners"), the General Partner, Investment Manager or any of their respective affiliates has either (i) the right to participate in the control, management or operations of the Underlying Fund or (ii) commit the Underlying Fund, Glendower or any of their respective affiliates. the right to participate in the control, management or operations of the Access any of their respective affiliates or (ii) the power to legally bind or commit the Access Fund, the General Partner or any of their respective affiliates except in certain limited circumstances set forth in the Underlying Fund LPA. If the Access Fund fails to make a capital contribution with respect to its investment in the Underlying Fund when due, whether as a result of a default of a Limited Partner or otherwise, the Underlying Fund may (but is not required to) exercise various remedies against the Access Fund and/or its Limited Partners on a look through basis, including forfeiture of all of its investment in the Underlying Fund. Both the Access Fund and the Underlying Fund impose administrative or management fees, custodial accounting and other service fees, performance allocations and other expenses that will reduce returns and returns to Limited Partners are likely to be lower than those from a direct investment in the Underlying Fund. Nothing contained in this paragraph or elsewhere in this Memorandum shall constitute a waiver by any investor or potential investor in the Access Fund of any of its legal rights under applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived. By subscribing for an interest in the Access Fund, each Limited Partner will be deemed to agree that Glendower will be a third-party beneficiary of this paragraph. The historical investment performance incorporated herein provides no assurance of the future performance of the Underlying Fund or of the future performance of the Access Fund and is not indicative of future results. There can be no assurance that the Underlying Fund will achieve comparable results. Return calculations in the Underlying Fund PPM include valuations for unrealized investments. Actual realized returns on unrealized investments will depend on, among other factors, future operating results, market conditions at the time of disposition, legal and contractual restrictions on transfer that may limit the power to legally bind or No Glendower entity has (i) Fund, the General Partner or EFTA01397002

liquidity, any related transaction costs and the timing and manner of disposition, all of which may differ from the assumptions and valuations used in the historical investment performance data incorporated herein. Accordingly, the actual realized returns on unrealized investments may differ materially from the returns incorporated herein. There can be no assurance that the Underlying Fund will be able to implement its investment strategy, achieve its investment objective or avoid substantial losses. This Memorandum contains forward-looking statements, which can be identified by the use of forward-looking terminology such as "may," "seek," "expect," "estimate," or "believe" or the negatives thereof or other variations thereon or comparable terminology. Forward-looking statements are statements that are not historical facts, including statements about beliefs and expectations. Any statement in this Memorandum that contains intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These assumptions are based on plans, estimates, and projections, as they are currently available. Forward-looking statements therefore speak only as of the date they are made, and none of the Underlying Fund, Glendower, the Access Fund, the General Partner, the Investment Manager or any of their respective affiliates undertakes to update any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could therefore cause actual results of the Underlying Fund and the Access Fund to differ materially from those contained in any forward-looking statement. The terms of the Underlying Fund have not been finalized and may be subject to change in connection with continuing negotiation with prospective investors. The final terms of the Underlying Fund may be different from those summarized herein or provided in the materials incorporated by reference herein. A prospective investor should not invest unless it is able to sustain the loss of all or a significant portion of its investment. In making an investment decision, investors must rely on their own examination of the Access Fund and the terms of the offering, including the merits and risks involved, not all of which are discussed in this Memorandum. Proprietary and Confidential -iv EFTA01397003

GLDUS127 Annandale Capital Prospective investors should not construe the contents of this Memorandum as legal, tax, investment, or accounting advice. Each prospective investor is urged to consult with its own advisors with respect to the legal, tax, regulatory, financial, and accounting consequences of an investment in the Access Fund. This Memorandum is not a prospectus and does not purport to contain all information an investor may require to form an investment decision. It is not intended to be relied upon solely in relation to, and must not be taken solely as the basis for, an investment decision. This Memorandum contains a summary of the Partnership Agreement, the Subscription Agreement and certain other documents referred to herein. However, the summaries set forth in this Memorandum do not purport to be complete and are subject to and qualified in their entirety by reference to the Partnership Agreement, Subscription Agreement and such other documents, copies of which will be provided to any prospective investor upon request and which should be reviewed for complete information concerning the rights, privileges, and obligations of investors in the Access Fund. In the event that the descriptions or terms in this Memorandum are inconsistent with or contrary to the descriptions in or terms of the Partnership Agreement or such other documents, the Partnership Agreement and such other documents shall control. The General Partner reserves the right to modify the terms of the offering and the Interests described in this Memorandum. The Interests are offered subject to the General Partner's ability to reject any prospective investor's commitment, in whole or in part, in its sole discretion. By executing a Subscription Agreement, an Investor (i) agrees to be, and upon acceptance of such subscription by the General Partner shall be, bound as a Limited Partner of the Access Fund by the terms, provisions and requirements applicable to interests and Limited Partners of the Access Fund as set forth in the Partnership Agreement, as such Partnership Agreement may be amended or supplemented from time to time, and (ii) acknowledges the terms, provisions and requirements set forth herein and therein that are applicable to the Access Fund, the General Partner and the Investment Manager, as the case may be. Notwithstanding anything in this Memorandum to the contrary, to comply with U.S. Treasury Regulations Section 1.6011-4(b)(3)(i), each investor (and any employee, representative, or other agent of such investor) may disclose to any and all persons, without limitation of any kind, the U.S. federal, state, or local income tax treatment and tax structure of the Access Fund or any transactions EFTA01397004

undertaken by the Access Fund, it being understood and agreed, for this purpose, (i) the name of, or any other identifying information regarding (A) the Access Fund or any existing or future investor (or any affiliate thereof) in the Access Fund, or (B) any investment or transaction entered into by the Access Fund, and (ii) any performance information relating to the Access Fund or its investments. You are hereby informed that (a) the information contained in this Memorandum is not intended or written to be used, and cannot be used, by an investor for the purpose of avoiding penalties that the U.S. Internal Revenue Service may attempt to impose on such investor, (b) the information was written to support the promotion or marketing of the transactions or marketing of the transactions or matters addressed by the written information and (c) investors should seek advice based on their particular circumstances from an independent tax advisor. During the course of the offering and prior to a purchase of Interests by a prospective investor, each offeree of the Interests and its purchaser representative(s), if any, are invited to meet with representatives of the Access Fund and to discuss with, ask questions of, and receive answers from such representatives concerning the terms and conditions of the offering, and to obtain any additional information, to the extent that such representatives possess such information or can acquire it without unreasonable effort or expense, necessary to verify the information contained in this Memorandum. Subject to the foregoing, any representation or information not contained herein must not be relied upon as having been authorized by the Underlying Fund, Glendower, the Access Fund, the General Partner, the Investment Manager, the Placement Agents, or any of their respective affiliates since no person has been authorized to make any such representations or to provide any such information. The delivery of this Memorandum does not imply that the information contained herein is correct as of any date subsequent to the date on the cover hereof or, if earlier, the date when such information is Proprietary and Confidential -v EFTA01397005

GLDUS127 Annandale Capital referenced. Neither Glendower nor the Underlying Fund is responsible for updating any information provided in this Memorandum. The minimum subscription for Interests is $250,000, although the General Partner may accept subscriptions to the Access Fund for lesser amounts in its sole discretion. The distribution of this Memorandum and the offer and sale of the Interests in certain jurisdictions may be restricted by law. This Memorandum does not constitute an offer to sell or the solicitation of an offer to buy in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. Accordingly, the Interests may not be offered or sold, directly or indirectly, and this Memorandum may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable to such jurisdiction. This Memorandum contains confidential, proprietary, trade secret, and other commercially sensitive information and should be treated in a confidential manner. The acceptance of this document constitutes an agreement to: (i) keep confidential all the information contained in this Memorandum and the Underlying Fund PPM, as well as any information derived from the information contained in this Memorandum (collectively, "Confidential Information") and not disclose any such Confidential Information to any other person, (ii) not use any of the Confidential Information for any purpose other than to evaluate an investment in the Access Fund, (iii) not use the Confidential Information for purposes of trading any security or other financial interests on the basis of any such information and (iv) promptly return this Memorandum and any copies hereof to the General Partner upon the General Partner's request, in each case subject to the confidentiality provisions more fully set forth in this Memorandum and any written agreement between the recipient and the General Partner or Investment Manager, if any. For additional information, please contact: Investor Relations Institutional Capital Network, Inc (212) 994-7333 Proprietary and Confidential -vi EFTA01397006

GLDUS127 Annandale Capital IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ACCESS FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE INTERESTS HAVE NOT BEEN RECOMMENDED BY ANY U.S. FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS MEMORANDUM SUPERSEDES ANY AND ALL TERM SHEETS, PITCH BOOKS, PRELIMINARY INVESTMENT PROPOSALS OR ANY OTHER OFFERING LITERATURE DELIVERED TO A PROSPECTIVE INVESTOR PRIOR TO THE DATE OF DELIVERY OF THIS MEMORANDUM TO SUCH PROSPECTIVE INVESTOR IN CONNECTION WITH THIS OFFERING. NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS MEMORANDUM AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ACCESS FUND, THE GENERAL PARTNER, THE INVESTMENT MANAGER, GLENDOWER, OR ANY OF THEIR AFFILIATES (OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, PARTNERS, SHAREHOLDERS OR AGENTS). ANY PURCHASE OF INTERESTS MADE BY ANY INVESTOR ON THE BASIS OF INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR INCONSISTENT HEREWITH SHALL BE SOLELY AT THE RISK OF SUCH INVESTOR. EACH RECIPIENT OF THIS MEMORANDUM ACKNOWLEDGES THAT PROSPECTIVE LIMITED PARTNERS IN THE UNDERLYING FUND HAVE RECEIVED CERTAIN MATERIALS PREPARED BY GLENDOWER THAT MAY CONTAIN ADDITIONAL INFORMATION REGARDING THE UNDERLYING FUND AND ITS PORTFOLIO, WHICH HAVE NOT BEEN INCLUDED IN THIS MEMORANDUM. SUCH INFORMATION, HAD IT BEEN PROVIDED TO THE INVESTOR, MAY HAVE BEEN MATERIAL TO THE INVESTOR'S DECISION WHETHER OR NOT TO INVEST IN THE ACCESS FUND. BY ACCEPTING THIS MEMORANDUM, EACH INVESTOR AGREES TO THE FOREGOING. THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. EACH HOLDER OF INTERESTS WILL BE REQUIRED UPON REQUEST BY THE GENERAL PARTNER TO CERTIFY AS TO THE BENEFICIAL OWNERSHIP OF SUCH INTERESTS AND ANY INTEREST THEREIN IN ORDER TO ASSURE THAT THE ASSETS OF THE ACCESS FUND WILL NOT BE PLAN ASSETS UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED. IT IS INTENDED THAT THE TOTAL NUMBER OF INTERESTS THAT MAY BE PURCHASED WITH CERTAIN TYPES OF FUNDS MAY BE LIMITED, AND EACH INVESTOR WHO BECOMES A LIMITED PARTNER OF THE ACCESS FUND AND ANY SUBSEQUENT TRANSFEREE WILL BE REQUIRED TO PROVIDE INFORMATION AND CERTIFICATIONS REGARDING THE SOURCE OF FUNDS USED TO ACQUIRE THE INTERESTS. TO BE EFFECTIVE, ALL TRANSFERS OF INTERESTS MUST BE RECORDED IN THE LIST OF PARTNERS OF THE ACCESS FUND MAINTAINED BY THE GENERAL PARTNER. Proprietary and Confidential -vii EFTA01397007

GLDUS127 Annandale Capital EXEMPTION FROM REGISTRATION UNDER COMMODITY EXCHANGE ACT ALTHOUGH THE ACCESS FUND IS PERMITTED TO DIRECTLY OR INDIRECTLY TRADE COMMODITY FUTURES, SWAPS AND/OR OTHER COMMODITY INTERESTS (COLLECTIVELY, "COMMODITY INTERESTS"), THE GENERAL PARTNER IS EXEMPT FROM REGISTRATION WITH THE U.S. COMMODITY FUTURES TRADING COMMISSION ("CFTC") AS A COMMODITY POOL OPERATOR ("CPO") AND PLANS TO FILE WITH THE NATIONAL FUTURES ASSOCIATION (THE "NFA") A NOTICE OF EXEMPTION FROM REGISTRATION WITH THE CFTC AS A CPO PURSUANT TO CFTC RULE 4.13(a)(3). THEREFORE, UNLIKE A REGISTERED CPO, THE GENERAL PARTNER IS NOT REQUIRED TO PROVIDE PROSPECTIVE INVESTORS WITH A CFTC COMPLIANT DISCLOSURE DOCUMENT, NOR IS IT REQUIRED TO PROVIDE INVESTORS WITH CERTIFIED ANNUAL REPORTS THAT SATISFY THE REQUIREMENTS OF CFTC RULES APPLICABLE TO A REGISTERED CPO. IN ADDITION, BY VIRTUE OF ITS RELIANCE ON CFTC RULE 4.14(a)(3), THE GENERAL PARTNER WILL BE EXEMPT PURSUANT TO CFTC RULE 4.14(a)(5) FROM REGISTRATION WITH THE CFTC AS A COMMODITY TRADING ADVISOR ("CTA") WITH RESPECT TO ADVICE THAT IT PROVIDES TO THE ACCESS FUND, AND AS SUCH IT WILL NOT BE REQUIRED TO SATISFY CERTAIN DISCLOSURE AND OTHER REQUIREMENTS UNDER CFTC RULES. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE CFTC HAS NOT REVIEW OR APPROVED THIS OFFERING OR THIS MEMORANDUM. THE GENERAL PARTNER WILL RELY UPON THE EXEMPTION FROM CPO REGISTRATION UNDER CFTC RULE 4.13(a)(3) (AND, CORRELATIVELY, THE EXEMPTION UNDER CFTC RULE 4.14(a)(5)) BECAUSE (AMONG MEETING OTHER REQUIREMENTS): (I) THE INTERESTS IN THE ACCESS FUND ARE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ARE OFFERED AND SOLD WITHOUT MARKETING TO THE PUBLIC IN THE UNITED STATES; (II) PARTICIPATION IN THE ACCESS FUND IS LIMITED TO "ACCREDITED INVESTORS" (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT) AND "QUALIFIED PURCHASERS" (AS DEFINED IN THE INVESTMENT COMPANY ACT), AND (III) (A) AT ALL TIMES THE AMOUNT OF COMMODITY INTEREST POSITIONS TO WHICH THE ACCESS FUND IS DIRECTLY AND/OR INDIRECTLY EXPOSED DOES NOT EXCEED THE FOLLOWING LEVELS SPECIFIED IN CFTC REGULATION 4.13(a)(3)(ii): EITHER (X) THE AGGREGATE INITIAL MARGIN AND PREMIUMS REQUIRED TO ESTABLISH COMMODITY INTEREST POSITIONS WILL NOT EXCEED 5% OF THE LIQUIDATION VALUE OF THE ACCESS FUND; AND/OR (Y) THE AGGREGATE NET NOTIONAL VALUE OF COMMODITY INTEREST POSITIONS OF THE ACCESS FUND WILL NOT EXCEED 100% OF THE LIQUIDATION VALUE OF THE ACCESS FUND'S PORTFOLIO; AND/OR (B) THE GENERAL PARTNER DOES NOT KNOW AND COULD NOT REASONABLY KNOW THAT THE ACCESS FUND'S INDIRECT EXPOSURE TO COMMODITY INTERESTS DERIVED FROM CONTRIBUTIONS TO THE UNDERLYING FUND IN WHICH THE ACCESS FUND INVESTS EXCEED THE LEVELS SPECIFIED IN CFTC REGULATION 4.13(a)(3)(ii), EITHER CALCULATED DIRECTLY, OR THROUGH THE USE OF CFTC GUIDANCE ESTABLISHED IN APPENDIX A OF PART 4 OF THE CFTC'S REGULATIONS BEFORE SUCH APPENDIX WAS RESCINDED. TO THE EXTENT THE EXEMPTION CRITERIA CHANGES IN THE FUTURE, THE GENERAL PARTNER MAY SEEK TO COMPLY WITH ANY APPLICABLE DIFFERENT CRITERIA AND/OR OTHER EXEMPTIONS. AS A RESULT OF THE GENERAL PARTNER'S RELIANCE ON THE EXEMPTION FROM CPO REGISTRATION UNDER CFTC RULE 4.13(a)(3), AN INVESTOR THAT HAS 25% OR GREATER INTEREST IN THE ACCESS FUND AND OWNS OR CONTROLS COMMODITY FUTURES OR FUTURES OPTION CONTRACTS SUBJECT TO CFTC POSITION LIMITS WILL BE REQUIRED TO EFTA01397008

Proprietary and Confidential -viii EFTA01397009

GLDUS127 Annandale Capital AGGREGATE SUCH POSITIONS, FOR CFTC POSITION LIMIT AND LARGE TRADER REPORTING PURPOSES, WITH ANY DIRECT OR INDIRECT POSITIONS OF THE ACCESS FUND IN SUCH CONTRACTS. IN THE FUTURE, SIMILAR AGGREGATION REQUIREMENTS WILL BE APPLICABLE TO POSITIONS IN CERTAIN SWAPS THAT ARE ECONOMICALLY EQUIVALENT TO COMMODITY FUTURES AND FUTURES OPTIONS POSITIONS. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN LEGAL ADVISORS WITH RESPECT TO THE POTENTIAL APPLICATION OF POSITION AGGREGATION AND REPORTING REQUIREMENTS TO THEIR OWNERSHIP OR CONTROL OF COMMODITY INTEREST CONTRACTS. THE INVESTMENT MANAGER HAS FILED WITH THE NFA A NOTICE OF EXEMPTION FROM REGISTRATION WITH THE CFTC AS A CTA PURSUANT TO CFTC RULE 4.14(a)(8). THE INVESTMENT MANAGER QUALIFIES FOR THE EXEMPTION UNDER CFTC RULE 4.14(a)(8) ON THE BASIS THAT (A) IT IS REGISTERED AS AN INVESTMENT ADVISER UNDER THE ADVISERS ACT, (B) ITS ADVICE IS DIRECTED SOLELY TO, AND FOR THE SOLE USE OF ENTITIES ENUMERATED IN CFTC RULE 4.14(a)(8), INCLUDING A CPO WHO HAS CLAIMED AN EXEMPTION FROM REGISTRATION UNDER CFTC RULE 4.13(a)(3), (C) IT PROVIDES COMMODITY INTEREST TRADING ADVICE SOLELY INCIDENTAL TO ITS BUSINESS OF PROVIDING SECURITIES OR OTHER INVESTMENT ADVICE AND (D) IT IS NOT OTHERWISE HOLDING ITSELF OUT AS A CTA. Proprietary and Confidential -ix EFTA01397010

GLDUS127 Annandale Capital TABLE OF CONTENTS INTRODUCTION 1 SUMMARY OF PRINCIPAL TERMS OF THE ACCESS FUND 2 CERTAIN RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST 20 IV. TAX, REGULATORY AND CERTAIN ERISA CONSIDERATIONS 36 I. II. III. Appendix A: Confidential Private Placement Memorandum of Glendower Capital Secondary Opportunities Fund IV, LP (as supplemented by the Supplement to the Confidential Private Placement Memorandum dated November 2017). Proprietary and Confidential -x EFTA01397011

GLDUS127 Annandale Capital I INTRODUCTION Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware limited partnership (the "Access Fund"), has been formed to invest substantially all of its investable assets in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership (together with its parallel funds and alternative investment vehicles, if applicable, the "Underlying Fund"). The principal investment objective of the Underlying Fund is to generate attractive risk-adjusted investment returns, principally in the form of capital appreciation, through the acquisition, holding and disposition of a diverse portfolio of investments including large and mid-market buyout, growth capital, venture capital, special situations, turnaround, mezzanine, distressed opportunities, real estate and infrastructure assets primarily on the secondary market. The investments are expected to be in established generalist and specialist private equity funds on the secondary market and in private equity funds or portfolios of private equity assets on the secondary market through bespoke liquidity solutions. The Access Fund expects to invest substantially all of its investable assets in the Underlying Fund. Accordingly, prospective investors should carefully read the Confidential Private Placement Memorandum of the Underlying Fund (the "Underlying Fund PPM"), including the sections relating to, and describing, the risk factors and potential conflicts of interest of the Underlying Fund, which is hereby incorporated by reference into this Memorandum and attached hereto as Appendix A and the limited partnership agreement of the Underlying Fund, which shall be provided upon request by the General Partner or Investment Manager. By making the Access Fund available, neither the General Partner, the Investment Manager nor any of their respective affiliates is providing investment advice or making any recommendation as to the advisability of an investment in the Access Fund or the Underlying Fund. The Access Fund is offering Interests to Investors that are "U.S. Persons" as defined in Rule 902 under the U.S. Securities Act of 1933, as amended (the "Securities Act"). If an Investor is a Non-U.S. person for U.S. tax purposes or becomes a Non-U.S. person for U.S. tax purposes after investing in the Access Fund, adverse tax consequences could result for the Investor. Proprietary and Confidential EFTA01397012

GLDUS127 Annandale Capital II. SUMMARY OF PRINCIPAL TERMS OF THE ACCESS FUND To understand this investment opportunity, a prospective investor should read both this summary of terms of Glendower Access Secondary Opportunities IV (U.S.), L.P. (the "Access Fund") and the summary of terms and conditions of Glendower Capital Secondary Opportunities Fund IV, LP (together with its parallel investment funds and alternative investment funds, if applicable, the "Underlying Fund") in the attached Confidential Private Placement Memorandum of the Underlying Fund dated October 2017 (together with the first supplement thereto, and as it may be further amended and/or supplemented from time to time, the "Underlying Fund PPM") and the limited partnership agreement of the Underlying Fund, which shall be provided upon request by the General Partner or Investment Manager. The following information is presented as a summary of principal terms of the Access Fund and an investment in the Interests. This summary (and terms of the Access Fund described elsewhere in this Memorandum) is qualified in its entirety by reference to the Access Fund's Amended and Restated Limited Partnership Agreement (as amended, to time, the "Partnership Agreement"), and the subscription with respect thereto (the "Subscription Agreement," "Agreements"), copies of which will be provided to of such Agreements should be reviewed carefully. In the summary and the Agreements, the Agreements will control. The Access Fund The General Partner Glendower Access Secondary Opportunities IV (U.S.), L.P., a Delaware limited partnership (the "Access Fund"). The general partner of the Access Fund is Glendower Access Secondary Opportunities IV GP LLC, a Delaware limited liability company (the "General Partner"). The General Partner is responsible for the overall management of the Access Fund, as described further in the Partnership Agreement. Unless otherwise specified, all actions referred to herein as being taken by the Access Fund will be performed by the General Partner or its delegates (including the Investment Manager as defined below). All references herein to the General Partner refer to the General Partner or the entities (such as the Investment Manager) to which the General Partner has delegated its authority as permitted under the Partnership Agreement. The Investment Manager restated or otherwise modified from time agreement and the related documentation and together with the Partnership Agreement, the each prospective investor upon request. The forms event of a conflict between the terms of this EFTA01397013

iCapital Advisors, LLC or an affiliate thereof will serve as the investment manager (the "Investment Manager") for the Access Fund, pursuant to an Investment Management Agreement (as defined below) with the General Partner. The General Partner will delegate the day-today operations of the Access Fund to the Investment Manager. The Investment Manager may assign its rights and obligations under the Investment Management Agreement to any of its affiliates without consent of the Limited Partners. Pursuant to a delegation from the General Partner, the Investment Manager will generally have full investment discretion over the assets of the Access Fund and full authority to conduct the day-to-day business and operations of the Access Fund. The Investment Manager will receive a management fee Proprietary and Confidential 2 EFTA01397014

GLDUS127 Annandale Capital (the "Management Fee") in respect of the Access Fund, payable quarterly in advance by the Access Fund. See "Management Fee." This Memorandum refers to the investment management agreement for the Access Fund as the "Investment Management Agreement." The Investment Manager is responsible for exercising the Access Fund's rights with respect to its interest in the Underlying Fund. Except as described herein, the Investment Manager is not required to consult with, or obtain the approval of, any Limited Partner in exercising the Access Fund's rights in the Underlying Fund. See "Certain Risk Factors and Potential Conflicts of Interest." Neither the Investment Manager, the General Partner nor any of their respective affiliates will be involved in, will oversee, or will have any responsibility for, the business, operations, investments or investment decisions of Glendower or the Underlying Fund. Purpose; Underlying Fund The purpose and business of the Access Fund is to invest substantially all of its investable assets in Glendower Capital Secondary Opportunities Fund IV, LP, an English private fund limited partnership (together with its parallel funds and alternative investment vehicles, if applicable, the "Underlying Fund"), as an equity holder thereof in accordance with the terms set forth in the Underlying Fund's constituent documents. The principal investment objective of the Underlying Fund is to generate attractive risk-adjusted investment returns, principally in the form of capital appreciation, through the acquisition, holding, financing, refinancing and disposition of a diverse portfolio of investments including buyout, growth capital, venture capital, special situations, turnaround, mezzanine, distressed opportunities, real estate and infrastructure assets on the secondary market. The investments are expected to be in established generalist and specialist private equity fund structures on the secondary market and in private equity fund structures or portfolios of private equity assets on the secondary market through bespoke liquidity solutions. The summary terms and conditions of an investment in the Underlying Fund are as set forth in the Underlying Fund PPM, a copy of which is attached hereto as Appendix A. To help manage cash flows and ensure sufficient amount of the Limited Partner's Subscriptions (as defined below) are available to pay expenses of the Access Fund, the General Partner may, in its sole discretion, choose not to commit up to 10% of the Limited Partners' Subscriptions to the Access Fund for investment into the Underlying Fund. However, the General Partner is not required to set aside any such amounts, and may commit up to 100% of the Limited Partners' Subscriptions to the Underlying Fund. If the General Partner over-commits the Access Fund to the Underlying Fund (i.e., commits an amount to the Underlying Proprietary and Confidential 3 EFTA01397015

GLDUS127 Annandale Capital Fund, which together with any expenses of the Access Fund, is greater than the total amount of the Limited Partners' Subscriptions to the Access Fund) the General Partner may need to fund Access Fund expenses or future capital calls by the Underlying Fund through the distributions received from the Underlying Fund (in such case the Limited Partners will be allocated income without corresponding cash to pay taxes on such income) or through borrowings. See "Borrowing." Offering; Investment in the Access Fund Limited partner interests of the Access Fund ("Interests") are being offered and sold in a private placement to certain U.S. investors ("Limited Partners", and, together with the General Partner, "Partners"). The Access Fund is designed for investors ("Investors") that are either (A) U.S. taxable investors or (B) investors that are pension plans, Keogh plans, individual retirement accounts, tax-exempt institutions and other tax-exempt limited partners ("U.S. Tax-Exempt Investors") that are willing to receive material amounts of "unrelated business taxable income" (as defined under Sections 512 and 514 of the Internal Revenue Code of 1986, as amended (the "Code")) ("UBTI"). The Access Fund is not designed for (i) U.S. Tax-Exempt Investors that are not willing to receive material amounts of UBTI or (ii) investors that are not "U.S. persons" (as described in "Tax, Regulatory and Certain ERISA Considerations — Certain U.S. Federal Income Tax Considerations") ("Non-U.S. Investors"). If a Limited Partner is a Non-U.S. Investor or becomes a Non-U.S. Investor for U.S. tax purposes after investing in the Access Fund, adverse tax consequences could result for the Limited Partner. Those U.S. Tax-Exempt Investors that do not wish to receive any UBTI and are willing to forgo claiming U.S. treaty benefits and NonU.S. Investors should consider investing in the Offshore Access Fund (as defined below). See "Tax, Regulatory and Certain ERISA Considerations — Certain U.S. Federal Income Tax Considerations" and "— Certain ERISA Considerations." Prospective investors should consult their own advisors regarding the U.S. and foreign tax consequences of an investment in the Access Fund or the Feeder Fund. Minimum Subscription The minimum capital commitment ("Subscription") by a Limited Partner will be $250,008, although the General Partner reserves the right to accept a Subscription of lesser amounts. Investors investing in the Access Fund rather than directly through the Underlying Fund will be subject to an additional layer of expenses. The minimum commitment to the Underlying Fund per investor is $5,008,080, although the Glendower GP may accept a lesser amount. Investors seeking to make a Subscription equal to or greater than $5,008,080 should consider investing directly in the Underlying Fund. See "Management Fee." The General Partner will not have a Subscription. Proprietary and Confidential 4 EFTA01397016

GLDUS127 Annandale Capital Initial and Subsequent Closings The Access Fund may hold multiple closings. The General Partner will provide prospective Limited Partners with notice of the anticipated date of the initial closing (the "Initial Closing") of the Access Fund. The General Partner may admit additional Investors into the Access Fund or allow existing Limited Partners to increase their Subscriptions in subsequent closings until the final closing of the Access Fund (each such closing, a "Subsequent Closing" and the final Subsequent Closing, the "Final Closing"). Subsequent closings may be held after the Initial Closing until the date that is 3 months following the last date on which the Underlying Fund may hold a closing (it being understood that the Glendower GP is not required to accept any such additional commitment from the Access Fund). Each investor that becomes a Limited Partner (or that is already a Limited Partner and increases its Subscription) at any closing subsequent to the Initial Closing will be required to make a capital contribution at admission equal to (i) the amount of the contribution required by the Underlying Fund from the Access Fund attributable to such Investor's new or increased Subscription (which may include an interest component at a rate per annum equal to the higher of (A) LIBOR plus 2% and (B) 8% for the period or such other amount as set forth in the Underlying Fund LPA), if any, if the Access Fund makes a corresponding increase in its commitment to the Underlying Fund, (ii) its proportionate share of all funded expenses of the Access Fund (excluding the Management Fee) and, to the extent not duplicative of (i) above, its proportionate share of all funded Subscriptions of Investors admitted in prior closings, including if applicable, in connection with Subscriptions (or portions thereof) that are not correspondingly invested in the Underlying Fund, (iii) the amount of the Management Fee that would have been payable in respect of such Investor had such Investor subscribed for an Interest at the Initial Closing and (iv) an amount computed as interest on the amounts set forth under (i) through (iii) above at a rate per annum equal to the higher of (A) LIBOR plus 2% and (B) 8% for the period from the due date or dates on which the other Partners were required to make their earlier contributions to the date of such contribution. Amounts paid by any Limited Partner as interest on (ii) above, shall be paid to the Access Fund for the account of Limited Partners that participated in prior closings and any amounts paid by any Limited Partner as interest on (iii) above, shall be paid to the Investment Manager and not to the Access Fund or any other Limited Partner. Any contributions by a Limited Partner to the Access Fund to fund late closing interest under (iv) shall not reduce the unpaid portion of such Limited Partner's Subscription (i.e., a Limited Partner will be required to contribute amounts in addition to its Subscription to fund any late closing interest, if applicable) and any such interest amounts credited to the account of Limited Partners shall not increase the unpaid Subscriptions of such Limited Partners who receive such interest. Failure to pay subsequent interest as calculated in (iv) above will be considered a default under the Partnership Agreement. Proprietary and Confidential EFTA01397017

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GLDUS127 Annandale Capital The Access Fund will make its investment in the Underlying Fund at closings of the Underlying Fund on or after the Initial Closing, and if any Limited Partner increases its Subscription or any additional Limited Partners are admitted to the Access Fund at a Subsequent Closing, the Access Fund may make additional investments in the Underlying Fund, upon subsequent closings of the Underlying Fund, at the discretion of the Investment Manager, contemporaneously with or subsequent to the date of any increase in Subscriptions or admission of additional Limited Partners. In the event that a Subsequent Closing occurs after the Access Fund's initial investment in the Underlying Fund, existing Investors' interests in the Underlying Fund may be diluted to the extent that the Access Fund does not subsequently make a corresponding additional investment in the Underlying Fund. The General Partner is under no obligation to make a corresponding additional investment in the Underlying Fund in connection with any Subsequent Closing. Investors admitted at Subsequent Closings will participate in the Access Fund's existing investments in the Underlying Fund, which may dilute the Interests of existing Limited Partners and may indirectly participate in the existing investments of the Underlying Fund, to the extent the Access Fund is permitted by the general partner of the Underlying Fund (the "Glendower GP") to participate in such existing investments, which may dilute the Interests of existing Limited Partners and partners of the Underlying Fund, including the Access Fund. For the avoidance of doubt, investments made and disposed of prior to a particular Subsequent Closing will not be allocated to any Investors admitted at such Subsequent Closing. Although Investors admitted at Subsequent Closings will make capital contributions such that all Investors will have made proportional capital contributions (based on their Subscriptions) to the Access Fund, there can be no assurances that the amount paid by such Investors will reflect the fair value of their pro rata share of the Underlying Fund at the time of the Subsequent Closings. Term The term of the Access Fund is currently expected to end within one year following the dissolution of the Underlying Fund, but may be extended for two additional one-year periods beyond the one-year anniversary of the dissolution of the Underlying Fund at the discretion of the General Partner or may be terminated, liquidated and dissolved earlier in certain limited situations outlined in the Partnership Agreement. Parallel Access Funds and Feeder Funds The General Partner may form one or more limited partnerships or other investment vehicles to invest in parallel with the Access Fund (each, a "Parallel Access Fund") and/or feeder funds, including the Offshore Access Fund (as defined below) (collectively, "Feeder Funds") in order to comply with securities laws or to address tax, legal, regulatory or other issues of investors in such entity or program. The Access Fund, any Parallel Access Fund and any Feeder Fund (including the Offshore Access Fund) shall share common fees and expenses related to their operation and investments in proportion to the capital invested by each Proprietary and Confidential EFTA01397019

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GLDUS127 Annandale Capital entity, directly or indirectly, in the Underlying Fund, to the extent practicable. In particular, the General Partner or the Investment Manager will form Glendower Access Secondary Opportunities IV (International), L.P. (the "Offshore Access Fund", and together with the Access Fund, the "Access Funds") for certain qualified U.S. Tax-Exempt Investors not willing to receive material amounts of UBTI and certain qualified NonU.S. Investors. The Offshore Access Fund is expected to be a Cayman Islands exempted limited partnership and other than assets used to cover Offshore Access Fund expenses, the Offshore Access Fund will invest all of the Subscriptions made by the limited partners of the Offshore Access Fund in the Access Fund. Although Parallel Access Funds or Feeder Funds are expected to invest on similar terms and conditions to the Access Fund, such Parallel Access Funds or Feeder Funds may have the same or different terms (including terms that are more favorable) than those described herein, provided, that any such Parallel Access Funds or Feeder Funds will only accept subscriptions from "qualified purchasers," as defined in the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), and interests will be offered and sold only to investors who are "accredited investors" within the meaning given to such term in Regulation D under the Securities Act. Capital Calls Each Limited Partner's capital contributions will be payable when called by the General Partner to meet anticipated Access Fund expenses and liabilities and to make contributions to the Underlying Fund. Each Limited Partner's capital contribution shall generally be due upon 7 business days' written notice, except in certain limited circumstances where the General Partner deems it prudent to require capital contributions to be made on shorter notice. The General Partner may require each Limited Partner to make a capital contribution to the Access Fund on the date it is admitted to the Access Fund. The General Partner will provide written notice of the exact size and timing of any such initial capital contribution in advance of the Initial Closing of the Access Fund. A Limited Partner who fails to make its capital contributions in a timely manner including in connection with recalls of Distributions or who otherwise fails to make a payment required by the Access Fund (including (i) expenses incurred in respect of transfers (ii) expenses incurred by the General Partner or the Access Fund to the extent that any tax information or return is required to be prepared by the General Partner or the Access Fund because of the identity, jurisdiction or action of the Limited Partner (including the election not to receive Schedule K1 electronically) and (iii) any applicable interest charged in connection with a Subsequent Closing) may suffer substantial penalties with respect to its Interest, including, a total forfeiture of such Interest. In addition, any (i) material breach by a Limited Partner of its representations and Proprietary and Confidential 7 EFTA01397021

GLDUS127 Annandale Capital warranties in its Subscription Agreement and (ii) any failure by a Limited Partner to provide information as requested by the General Partner or Investment Manager in connection with anti-money laundering or similar programs, will be considered a default under the Partnership Agreement. In the event that the Access Fund fails to make a capital contribution to the Underlying Fund as a result of the failure of a Limited Partner to make a capital contribution to the Access Fund, the Underlying Fund may impose certain remedies against the Access Fund, including, potentially causing the Access Fund to forfeit all or a portion of its interest in the Underlying Fund. With respect to any capital contribution (or portion thereof) that is subject to a default (the "Defaulted Amount"), the General Partner may call additional capital from the Limited Partners that have already made the applicable capital contribution (not in excess of their unfunded Subscriptions) to the extent necessary to fund the Defaulted Amount. Bifurcated Default If the Access Fund fails to contribute all or any portion of any call amount set forth in a funding notice received from the Underlying Fund (an "Access Fund Default"), and such failure results from the failure of one or more Limited Partners (each such Limited Partner, a "Defaulting Access Fund Investor") to make full payment in respect of any capital call issued by the Access Fund, then Glendower has agreed to only treat the Access Fund as a "Defaulting Partner" (as defined in the limited partnership agreement of the Underlying Fund, (as may be amended or otherwise supplemented from time to time, the "Underlying Fund LPA")) with respect to the portion of the Access Fund's interest in the Underlying Fund that has defaulted. In addition, the General Partner has agreed that, if the Glendower GP so requests upon any Access Fund Default, the General Partner, or the Investment Manager on its behalf, shall cause the Access Fund to assign to the Underlying Fund, and the General Partner will delegate to the Underlying Fund, the authority to exercise directly for the direct benefit of the Underlying Fund, all of the rights and remedies provided in the Partnership Agreement against a Defaulting Access Fund Investor as if they were a Defaulting Partner, and the General Partner will provide such assistance as is reasonably requested by the Glendower GP in connection with the exercise of any remedies against the Defaulting Access Fund Investor. In addition, in applying and interpreting the provisions of the Partnership Agreement, in order to equitably determine the rights and obligations of any Limited Partner with respect to the Underlying Fund, the General Partner may treat any Limited Partner as if it was a separate limited partner of the Underlying Fund, any default penalties imposed by the Glendower GP may be allocated solely by the General Partner to the applicable Defaulting Access Fund Investor to the maximum extent possible. Proprietary and Confidential 8 EFTA01397022

GLDUS127 Annandale Capital The General Partner shall have the sole discretion to apply the default provisions to each investor in any Feeder Fund on a look-through basis as if such investor was a direct limited partner of the Access Fund instead of applying such provisions directly to such Feeder Fund. Distributions Distributions from the Underlying Fund received by the Access Fund will generally be distributed to the Limited Partners (including any Feeder Funds) pro rata based on their respective Subscriptions to the Access Fund (excluding any Defaulting Partners, if applicable) as promptly as practicable. The Access Fund will be entitled to withhold from any Distribution amounts necessary to create, in the General Partner's sole discretion, reserves for the payment of Access Fund expenses and liabilities, to make anticipated capital contributions to the Underlying Fund or for any other purpose permitted under the Partnership Agreement. Liquidating distributions will be made in accordance with positive capital account balances. Capital Accounts; Allocations It is intended that capital accounts will be maintained in accordance with U.S. federal income tax guidelines. In general, items of income, gain, loss and deduction will be allocated to the Limited Partners' capital accounts in a manner consistent with the distribution procedures outlined above. Organizational and Offering Expenses The Access Fund, and the Limited Partners in the Access Fund (including any Feeder Fund) will bear all organizational and offering expenses incurred by the General Partner and/or the Investment Manager ("Organizational Expenses") (including legal, travel, accounting, tax advisory expenses, start-up filing, capital-raising and other expenses, organizational and other start-up expenses of the General Partner, and custodial and administrative costs) in connection with the formation of the Access Fund, any Feeder Fund and the offering of the Interests. For the avoidance of doubt, the foregoing Organizational Expenses do not include expenses incurred by Placement Agents (as defined below). Access Fund Expenses The Access Fund will pay the costs and expenses of the Access Fund, including: the Management Fee; Organizational Expenses; liquidation expenses of the Access Fund; any sales or other taxes, fees or government charges which may be assessed against the Access Fund; expenses and fees related to accounting, audits of the Access Fund's books and records and preparation of the Access Fund's tax returns and other third-party provider expenses, including expenses related to tax reporting including under the U.S. Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act ("FATCA") and under the Common Reporting Standard ("CRS"); costs of preparing and distributing financial statements and other reports to and other communications with the Partners, as well as costs of all Proprietary and Confidential EFTA01397023

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GLDUS127 Annandale Capital governmental returns, reports and filings of the Access Fund; any costs or expenses in connection with the Access Fund's admission to the Underlying Fund (including, the legal costs of completing subscription booklets and the Access Fund's side letter, if any, with the Underlying Fund and any subsequent closing interest charged to the Access Fund); extraordinary one-time expenses of the Access Fund; all expenses relating to litigation and threatened litigation involving the Access Fund, including indemnification expenses; commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities; expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, appraisal, legal and recording fees and expenses, administrative (including any fees and expenses of the Administrator or Custodian related to the Access Fund or the General Partner), custodial and registration services provided to the Access Fund and any expenses attributable to consulting services, including in each case services with respect to the proposed purchase or sale of securities by the Access Fund that are not reimbursed by the issuer of such securities or others (whether or not any such purchase or sale is consummated); fees and expenses incurred in connection with or otherwise relating to the preparation of form documentation in respect of Transfers; fees and expenses incurred in respect of any arrangement to provide additional liquidity to Limited Partners and facilitate the process for Limited Partners to sell all or any portion of their Interests; reasonable out-of-pocket expenses of the Investment Manager, such as travel, research and other expenses related to the ongoing monitoring on behalf of the Access Fund in respect of the Underlying Fund and the management of the Access Fund (including the costs and expenses (including travel-related expenses) of hosting meetings of the Partners, or otherwise holding meetings or conferences with Limited Partners, whether individually or in a group) attending meetings with the Placement Agents, whether internal or provided by a third party service provider, utilized for risk management, measurement and valuation purposes); any expenses incurred in connection with any Credit Facility or regulatory obligation; and premiums for liability or other insurance to protect the Access Fund, the General Partner, the Investment Manager and any of their respective partners, members, stockholders, officers, directors, employees, agents or affiliates in connection with the activities of the Access Fund, the General Partner or the Investment Manager. Access Fund expenses will also include any costs and expenses associated with the ongoing operations of any alternative investment vehicles (including administrative fees and expenses; legal and recording fees and expenses; any fees and expenses of consultants, economists, outside counsel, accountants and other third-party service providers; any taxes (including withholding taxes), fees or other governmental charges levied against such alternative investment vehicles, including tax preparation expenses; expenses relating to any audit, investigation, governmental inquiry or public relations undertaking and litigation, insurance, indemnification and extraordinary expenses). In addition to the foregoing, Access Fund expenses will Proprietary and Confidential EFTA01397025

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GLDUS127 Annandale Capital include, and therefore Limited Partners will be responsible for, all of the operating expenses of the General Partner. Moreover, expenses of or relating to a Feeder Fund shall be paid by, and treated as expenses of, the Access Fund to the extent that they would be considered expenses of the Access Fund if they were incurred by the Access Fund (and indirectly borne by the limited partners of the Feeder Fund through the Feeder Fund's Interest as a Limited Partner of the Access Fund); provided, however, that operating expenses that are uniquely related to a specific Feeder Fund will be determined with respect to, and paid separately by, such Feeder Fund, in each case as determined by the General Partner in its sole discretion. Any contributions by Limited Partners to the Access Fund to fund their share of Access Fund expenses shall reduce the unpaid portion of such Limited Partner's Subscription (i.e., a Limited Partner will not be required to contribute amounts in addition to its Subscription to fund their share of Access Fund expenses). In addition to the foregoing costs and expenses, Limited Partners (including any Feeder Funds) will indirectly bear the cost of the Access Fund's pro rata share of management fees, carried interest, organizational expenses, taxes, indemnification and other costs and expenses payable by the Access Fund as a limited partner of the Underlying Fund. Any Feeder Fund would pay its allocable share of Access Fund expenses by virtue of being a Limited Partner of the Access Fund. To the extent expenses that constitute Access Fund expenses are incurred by the General Partner or Investment Manager on the joint behalf of the Access Fund and/or any Parallel Access Funds established in connection with the Access Fund to acquire interests in the Underlying Fund, the Investment Manager will allocate such expenses between the Access Fund and such Parallel Access Funds as it reasonably deems appropriate. Management Fee A separate fee for management services provided by the Investment Manager shall be assessed separately for each Limited Partner (the Limited Partner's "Management Fee"). The Management Fee amount contributed by each Limited Partner to the Access Fund shall reduce the unpaid portion of such Limited Partner's Subscription (i.e., a Limited Partner will not be required to contribute amounts in addition to its Subscription to fund the Management Fee). The Access Fund shall pay the aggregate amount of such Management Fee assessed with respect to the Limited Partners to the Investment Manager. Commencing upon the "Initial Closing" of the Underlying Fund (as defined in the Underlying Fund LPA) and for each fiscal quarter thereafter through the first date on which the "investment period" of the Underlying Fund has permanently expired, the Management Fee of a Limited Partner shall be an amount equal to the product of the Management Fee Rate (as defined below) applicable to such Limited Proprietary and Confidential 11 EFTA01397027

GLDUS127 Annandale Capital Partner multiplied by the Subscription of such Limited Partner. After the end of the "investment period" of the Underlying Fund, through the second anniversary of the termination of the "investment period" of the Underlying Fund, the Management Fee of a Limited Partner for each fiscal quarter shall be an amount equal to the product of the Management Fee Rate applicable to such Limited Partner multiplied by such Limited Partner's proportionate share (based upon Subscriptions) of the Access Fund's proportionate share of capital contributions in respect of all "Invested Capital" (as defined in the Underlying Fund LPA) of the Underlying Fund. Thereafter, until the last day of the term of the Access Fund, the Management Fee of a Limited Partner shall be calculated based on Invested Capital in accordance with (C) below. Notwithstanding the foregoing, the Investment Manager in its sole discretion may elect to waive or otherwise reduce the Management Fee attributable to any Limited Partner. The "Management Fee Rate" for a Limited Partner (A) during the "investment period" of the Underlying Fund is 1.00% per annum (or 0.25% per quarter); provided, that the Management Fee Rate for (i) a Limited Partner whose Subscription equals or exceeds $3,000,000 but is less than $5,000,000 shall be 0.75% per annum (i.e., 0.1875% per quarter); and (ii) a Limited Partner whose Subscription equals or exceeds $5,000,000 shall be 0.25% per annum (i.e., 0.0625% per quarter); (B) from the first date on which the "investment period" of the Underlying Fund has permanently expired until the second anniversary of such date is 0.75% per annum (i.e., 0.1875% per quarter); provided, that the Management Fee Rate for (i) a Limited Partner whose Subscription equals or exceeds $3,000,000 but is less than $5,000,000 shall be 0.60% per annum (i.e., 0.15% per quarter); and (ii) a Limited Partner whose Subscription equals or exceeds $5,000,000 shall be 0.25% per annum (i.e., 0.0625% per quarter); and (C) thereafter, the greater of 90% of a Limited Partner's Management Fee for the immediately preceding year or 0.25% per annum (i.e., 0.0625% per quarter) of such Limited Partner's Invested Capital. The Management Fee that is charged by the Access Fund to a Limited Partner shall be paid to the Investment Manager. The Investment Manager will pay a material portion of the amount received to the Placement Agents in exchange for certain servicing functions rendered by the Placement Agents. The portion of the Management Fee received may differ among Placement Agents. The Management Fee will be payable in advance on a quarterly basis from the Initial Closing. The foregoing fee is exclusive of the amount of the Underlying Fund Management Fee payable in respect of the Access Fund as a limited partner of the Underlying Fund. In addition, the Limited Partners will indirectly pay carried interest to the Glendower GP by virtue of the Proprietary and Confidential 12 EFTA01397028

GLDUS127 Annandale Capital Access Fund being a limited partner of the Underlying Fund. See "Access Fund Expenses" and "Underlying Fund Management Fee." Placement Agent; Placement Fee The Access Fund will utilize Raymond James & Associates, Inc. or Raymond James Financial Services, Inc. (each separately and collectively referred to as "Raymond James") or an affiliate thereof, to serve as a placement agent, and may also utilize additional placement agents (each, of Raymond James or such other placement agent, a "Placement Agent"), in its sole discretion. At the time of the relevant closing of the Access Fund, each Limited Partner shall be required to directly pay their applicable Placement Agent or its affiliate a one-time upfront sales charge or placement fee (a "Placement Fee") in connection with such Limited Partner's Subscription. The Placement Fee will equal up to 2.0% of the Limited Partner's Subscription, as determined by the applicable Placement Agent, and shall not be considered a capital contribution to the Access Fund or part of such Limited Partner's Subscription. All expenses (including marketing costs) of the Placement Agents shall be borne by the Placement Agents. Each Placement Agent, in its sole discretion, will have the right to waive all or any portion of the Placement Fee payable by any particular Limited Partner. The fees payable to the Placement Agent that refers an Investor will be disclosed to such Investor prior to its admission to the Access Fund. Marketing and Fund Servicing Fees Raymond James will, and other Placement Agents may, also act as placement agent or in a similar capacity for the Underlying Fund, and receive a placement fee from the Glendower GP or an affiliate based on the Access Fund's aggregate capital commitment to the Underlying Fund. Raymond James will, and other Placement Agents may, also receive a placement fee for each referred direct investor commitment to the Underlying Fund. Underlying Fund Management Fee As described in detail in Section 6 - "General Partner's Share" in the Underlying Fund PPM (attached hereto in Appendix A), Glendower will be entitled to receive a management fee (the "Underlying Fund Management Fee"), payable on January 1, April 1, July 1, October 1, at an annual rate of initially 1.10% (which reflects a 0.15% discount given to the Access Fund by the Underlying Fund, and which is not therefore referred to in the Underlying Fund PPM) of the Access Funds' capital commitment to the Underlying Fund, calculated as described in more detail in the Underlying Fund PPM and the Underlying Fund LPA, which shall be provided upon request by the General Partner or Investment Manager. Investors making a Subscription equal to or greater than $5 million should consider investing directly in the Underlying Fund. Proprietary and Confidential 13 EFTA01397029

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GLDUS127 Annandale Capital Underlying Fund Carried Interest As described in detail in Section 6 — "Distributions" in the Underlying Fund PPM (attached hereto in Appendix A), the Glendower GP is entitled to receive "carried interest" distributions equal to 12.5% of the Underlying Fund's net profits subject to an eight percent (8%) preferred return with a full catch up provision for the Glendower GP. The actual amount of any such carried interest payment is based in part upon the Underlying Fund's achievement of certain returns. The foregoing description is a summary only and is qualified in its entirety by the Underlying Fund LPA, and prospective investors must review the Underlying Fund documents for a detailed description of the manner in which the Underlying Fund intends to make carried interest distributions. Indemnification The Investment Manager, the General Partner, any affiliate thereof and, the respective partners, members, stockholders, officers, directors, managers, employees, or agents of any of the foregoing and the Administrator, will be indemnified by the Access Fund out of the assets of the Access Fund, including the capital calls from the Limited Partners (which capital calls for indemnification expenses are outside of a Limited Partner's Subscription), and from the proceeds of liability insurance and any assets from any recalled Distributions (see "— Capital Calls"), against certain expenses or losses. In addition, as an investor in the Underlying Fund, the Access Fund (and indirectly the Limited Partners (including any Feeder Funds)) will be obligated to fund certain indemnification obligations of the Underlying Fund, and such amounts will be callable from Limited Partners of the Access Fund to the full extent of the Access Fund's obligations to the Underlying Fund, including through the recall of distributions. Withdrawal and Transfer Limited Partners may not withdraw from the Access Fund prior to its dissolution, provided that a Limited Partner may, with the consent of the General Partner in accordance with the terms of the Partnership Agreement, transfer its Interests to a Feeder Fund. In addition, Limited Partners may not sell, assign or transfer any of their Interests, rights or obligations in the Access Fund except with the consent of the General Partner, and such consent may be withheld or delayed in the sole and absolute discretion of the General Partner. Should the General Partner consent to a sale, transfer, assignment or other disposition of a Limited Partner's Interest, the transferring Limited Partner or its transferee will be required to pay Transfer Expenses (as defined in the Partnership Agreement), which shall be at least $5,008 and shall be sufficient to pay all costs incurred in connection with any such transfer. Any transferring Limited Partner and such Limited Partner's transferee shall, jointly and severally, be required to reimburse the Partnership, at the request of the General Partner, for any expenses reasonably incurred by the Partnership in connection with such Transfer. The General Partner may require the complete or partial withdrawal of a Limited Partner in certain limited instances (as described in the Partnership Agreement). Transfer EFTA01397031

Expenses paid by a Limited Partner or transferee shall not reduce the Proprietary and Confidential 14 EFTA01397032

GLDUS127 Annandale Capital unpaid portion of such Limited Partner's Subscription. Failure to pay any applicable Transfer Expenses will be considered a default under the Partnership Agreement and any amount due may be deducted directly from distributions payable to the Limited Partner or transferee. Reports and Meetings Annually, the Access Fund will furnish audited financial statements to all Limited Partners. In addition, each Limited Partner will be provided annually with an U.S. Internal Revenue Service ("IRS") Schedule K-1 (or equivalent report). On a quarterly basis, each Limited Partner will receive a quarterly report and unaudited statement of capital account of the Access Fund. None of the General Partner, the Investment Manager or any of their respective affiliates will take any responsibility for the accuracy or completeness of information provided by, or based upon information provided by, the Underlying Fund. For U.S. federal income tax purposes, the Limited Partners will be treated as partners investing in a partnership, the Access Fund. The Access Fund's ability to report to Limited Partners information regarding its income, gains, losses and deductions is dependent upon its receipt of such information from the Underlying Fund. The Access Fund anticipates that it will not be able to deliver Schedules K-1 in respect of a particular year to Limited Partners prior to April 15 of the following year. Accordingly, Limited Partners will be required to obtain extensions for filing their federal, state and local income tax returns. If the Access Fund does not receive all of the required information in a timely manner, it may need to rely on estimates in preparing its tax return and any schedules thereto (including Schedules K-1). United States Federal Income Tax Aspects of the Access Fund The Access Fund expects to be treated as a partnership for U.S. federal income tax purposes. The Access Fund has been structured for Limited Partners that are U.S. residents subject to U.S. federal income tax and certain U.S. Tax-Exempt Investors that are willing to receive material amounts of UBTI. While the Access Fund is available to U.S. TaxExempt Investors, the Access Fund will not take any steps to avoid adverse U.S. federal income tax consequences to such persons. Thus, by investing in the Access Fund, a U.S. Tax-Exempt Investor should expect to recognize material amounts of UBTI, which will require the filing of tax returns and payment of taxes. The Access Fund is not designed for U.S. Tax-Exempt Investors that are not willing to receive material amounts of UBTI. U.S. Tax-Exempt Investors that do not wish to receive any UBTI and are willing to forgo claiming U.S. treaty benefits should consider investing in the Offshore Access Fund. The Access Fund is not being offered to Non-U.S. Investors and Non-U.S. Investors shall not be eligible to invest in the Access Fund. Non-U.S. Investors should, if eligible, instead consider an investment in the Offshore Access Fund. Proprietary and Confidential 15 EFTA01397033

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GLDUS127 Annandale Capital Prospective investors are urged to consult their tax advisors with specific reference to their own situations as they relate to an investment in the Access Fund. Certain ERISA Considerations The General Partner intends to conduct the operations of the Access Fund so that it will be an appropriate investment for employee benefit plans subject to the Employee Retirement Income Security Act of 1974 and (unless the context otherwise requires) the rules and regulations promulgated thereunder, as amended from time to time, or any successor statute thereto ("ERISA"). The Access Fund may require certain representations or assurances from investors subject to ERISA to determine compliance with ERISA provisions. The General Partner will use commercially reasonable efforts so that (a) less than 25% of the total value of each class of equity interests (disregarding equity interests held by the General Partner or its affiliates) in the Access Fund is held by "benefit plan investors," defined in accordance with Section 3(42) of ERISA and the regulations thereunder, and therefore (b) the assets of the Access Fund will not constitute plan assets subject to the fiduciary standards of Part 4 of Title I of ERISA. Accordingly, the General Partner may not approve the purchase of an Interest by or proposed transfer of an Interest to a person that has represented that it is a "benefit plan investor" or to a Controlling Person to the extent that such purchase or transfer would result in "benefit plan investors" owning 25% or more of the value of the interests in the Access Fund immediately after such purchase or proposed transfer (such percentage determined in accordance with Section 3(42) of ERISA). Limited Partner Giveback To the extent the Access Fund incurs any indemnification or other liability or is otherwise required to return distributions to the Underlying Fund in accordance with the Underlying Fund LPA (including in respect of any indemnification or other liability incurred by the Access Fund in its capacity as a limited partner of the Underlying Fund), each Limited Partner may be required to return distributions received from the Access Fund to fund its proportionate share of such liability or obligation; provided, however, that the aggregate amount of such returns from any Limited Partner shall not exceed the aggregate amount of distributions received by such Limited Partner (it being understood that additional amounts may be called from Limited Partners in respect of indemnification expenses, which amounts are outside of a Limited Partner's Subscription). Amendments; Voting The Partnership Agreement may generally be amended with the consent of the General Partner and a majority-in-interest of the Limited Partners, subject to certain limitations set forth in the Partnership Agreement. The Partnership Agreement sets forth certain other procedures for its amendment, including provisions regarding negative consent and also allowing the General Partner to amend the Partnership Agreement without the consent of the Limited Partners in certain circumstances, EFTA01397035

Proprietary and Confidential 16 EFTA01397036

GLDUS127 Annandale Capital including (i) to the extent such amendment does not subject any Limited Partner to any material adverse economic consequences or diminish or waive in any material respect the duties and obligations of the General Partner to the Access Fund or the Limited Partners, (ii) to cure any ambiguity or correct or supplement any provision in the Partnership Agreement which may be inconsistent with any other provision therein or to correct any clerical errors or omissions in order that the Partnership Agreement shall accurately reflect the agreement among the Partners, (iii) is necessary in order to comply with any fiscal, statutory or official requirement (whether or not having the force of law) and (iv) to address changes in financial, regulatory or tax legislation, which amendment may include reorganizing or reconstituting the Access Fund, but only to the extent such amendment does not materially adversely affect the economic returns of the Limited Partners. The General Partner and the Investment Manager intends to cause the Access Fund to vote its interest in the Underlying Fund as a single interest. The General Partner and the Investment Manager will not consult the Limited Partners when voting the interests of the Access Fund and will endeavor to vote in a way that benefits the Access Fund as a whole. As such, a Limited Partner's individual interest may differ from that of the Access Fund and therefore the vote may not be consistent with how the Limited Partner would have voted if provided with the opportunity. The Limited Partners of the Access Fund will not have the right to vote on any matters requiring the vote of the Access Fund in its capacity as an investor in the Underlying Fund. Borrowing The Access Fund may enter into a credit facility (a "Credit Facility") with a third party, which Credit Facility may be secured by drawdowns of Subscriptions, for purposes of temporarily funding all, or any portion of, any anticipated capital calls by the Underlying Fund in respect of the Limited Partners' Subscriptions or expenses or liabilities of the Access Fund in advance of receipt of such amounts from the Limited Partners and to cover the Access Fund's over-commitment to the Underlying Fund or defaults by Limited Partners. See "Capital Calls" and "Purpose; Underlying Fund." Such borrowings may require the Investment Manager, on behalf of the General Partner, to pledge all or a portion of the property of the Access Fund and/or the Subscriptions to the Access Fund to secure such a loan. In such event, the Access Fund may also be required to delegate the rights to issue drawdown notices and to receive capital contributions to a third party. Limited Partners may be required to provide banks or other financial institutions with financial information and other documentation reasonably required to obtain borrowings. Repayment of the principal and the interest (and any related fees and expenses) amount of any such borrowings will be made from the Limited Partners' Subscriptions. Proprietary and Confidential 17 EFTA01397037

GLDUS127 Annandale Capital Subject to the limitations set forth in the relevant Underlying Fund LPA, the Underlying Fund may incur indebtedness, provide credit support and guarantee the obligations of portfolio companies and certain other obligations at both the Underlying Fund-level and with respect to obligations of their respective portfolio companies. Borrowings by the Underlying Fund may make it more difficult for the Access Fund to enter into a Credit Facility or otherwise borrow funds. If the Access Fund is not able to borrow sufficient funds to fund any fund obligations in advance of receipt of such amounts from Limited Partners or to cover defaults, the Access Fund may no longer be able to fully meet its capital contribution obligations towards the Underlying Fund and may be treated as a defaulting investor for purposes of the Underlying Fund LPA with respect to the Access Fund's entire interest. In particular, the Access Fund may be unable to borrow sufficient funds or obtain favorable terms due to the Underlying Fund's borrowing of funds pursuant to a Credit Facility or other loans from a third party. Investor Eligibility Each investor must be an "accredited investor" (as defined within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act), a "qualified client" (as defined in Rule 205-3 of the Investment Company Act) and a "qualified purchaser" (as defined in Section 2(a)(51) of the Investment Company Act). Confidentiality Confidential information provided to the Limited Partners may not be disclosed to any person other than to its officers, fiduciaries, employees, agents, consultants, auditors, counsel or other professional advisors, who have a business need to know such confidential information, who have been informed of the confidential nature of such confidential information, and who are, either by the nature of their positions or duties or pursuant to written agreement, subject to substantially equivalent restrictions with respect to the use and disclosure of the confidential information as are set forth in the Partnership Agreement Notwithstanding anything in this Memorandum to the contrary, to comply with U.S. Treasury Regulations Section 1.6011-4(b)(3)(i), each investor (and any employee, representative, or other agent of such investor) may disclose to any and all persons, without limitation of any kind, the U.S. federal, state, or local income tax treatment and tax structure of the Access Fund or any transactions undertaken by the Access Fund, it being understood and agreed, for this purpose, (i) the name of, or any other identifying information regarding (A) the Access Fund or any existing or future investor (or any affiliate thereof) in the Access Fund, or (B) any investment or transaction entered into by the Access Fund, and (ii) any performance information relating to the Access Fund or its investments. Proprietary and Confidential 18 EFTA01397038

GLDUS127 Annandale Capital Investor Information For the avoidance of doubt, pursuant to the Underlying Fund LPA, the General Partner may be required to provide certain Limited Partner information to the Glendower GP for a variety of reasons. In addition, the General Partner may provide certain information to the other Limited Partners, as well as to the Access Fund's accountants, attorneys and other service providers as necessary to effect, administer and enforce the Access Fund and its Partners' rights and obligations, or as otherwise may be required by applicable law, rule or regulation. Legal Counsel Cleary Gottlieb Steen & Hamilton LLP ("Cleary Gottlieb") serves as U.S. legal counsel to the General Partner, the Investment Manager and certain of their affiliates. Maples and Calder has been retained as Cayman Islands legal counsel to the Access Funds, General Partner, Investment Manager and certain of their affiliates. Cleary Gottlieb and Maples and Calder, which do not represent the Underlying Fund or Glendower, also advise the General Partner, the Investment Manager and certain of their affiliates on their respective obligations to the Access Funds. However, no attorney-client relationship exists between either Cleary Gottlieb or Maples and Calder and any other person solely by reason of such other person making an investment in the Access Fund. Each investor should consult with its own counsel as to the legal and tax aspects of an investment in the Access Fund and its suitability for such investor. Auditor, Administrator and Custodian KPMG or another nationally recognized auditing firm will act as Auditor. An independent third party will act as Administrator and Custodian. Proprietary and Confidential 19 EFTA01397039

GLDUS127 Annandale Capital III. CERTAIN RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST Potential investors should carefully consider the risks of an investment in the Access Fund, which include, but are not limited to, the risks outlined below as well as the detailed discussion with regard to risks and conflicts of interest generally applicable to the Underlying Fund set forth in the Underlying Fund PPM (attached hereto in Appendix A). All private fund investments involve a risk of loss of capital. No assurances can be given that the Underlying Fund or the Access Fund will achieve their investment objectives or that Limited Partners will not suffer loss. By making the Access Fund available, neither the General Partner, the Investment Manager nor any of their respective affiliates is providing investment advice or making any recommendation as to the advisability of an investment in the Access Fund or the Underlying Fund. An investment in the Access Fund is highly speculative and involves certain risks and conflicts of interest that prospective investors should consider carefully before subscribing. The following discusses certain risks and is not exhaustive, and other risks and conflicts not discussed below may arise in connection with the management and operation of the Access Fund. Business and Market Risks. The investments made by the Underlying Fund and indirectly by the Access Fund may involve a high degree of business and financial risk that can result in substantial losses. In particular, these risks could arise from changes in the financial condition or prospects of the entity in which the investment is made, changes in national or international economic and market conditions, and changes in laws, regulations, fiscal policies or political conditions of countries in which investments are made, including the risks of war and the effects of terrorist attacks. The impact of such events or other instances of war or natural disaster, is unclear but could have material adverse effects on general economic conditions and market liquidity, resulting in a partial or total loss of capital, and Investors should not invest unless they can readily bear the consequences of such loss. Placement Agents. The Placement Agents, including Raymond James, will receive, in respect of an Investor introduced to the Access Fund, a Placement Fee in an amount up to 2.0% of such Investor's Subscription, directly from such Investor for advisory services. The Placement Fee may differ among Placement Agents. In addition, depending upon each such Limited Partner's assets under management, among other factors, certain of these Limited Partners may compensate a EFTA01397040

particular Placement Agent at higher levels than other such Limited Partners Accordingly, the Placement Agents and/or their respective affiliates may receive higher levels of compensation in connection with investments by some Limited Partners than they receive in connection with investments by other Limited Partners. Any such Placement Fee may be waived or reduced in respect of any particular Investor without thereby entitling any other Investor to a similar waiver or reduction. In addition, the Placement Agents will receive from the Investment Manager a portion of the Management Fee on an ongoing basis. As the Placement Agents will receive ongoing compensation in respect of the Interests, they will have a conflict of interest in the form of an additional financial incentive to the Placement Agents and their respective equity owners and investment representatives to refer Investors to the Access Fund and in consulting with Investors as to the purchase of Interests. Given the existence of the compensation arrangements described above, the Placement Agents may benefit financially from referring Investors to the Access Fund rather than to other products that may also be appropriate for particular Investors. In addition, Raymond James will, and other Placement Agents may, also receive a placement fee or other fee from Glendower based on the aggregate capital commitment of the Access Fund to the Underlying Fund, which would further incentivize the Placement Agents to refer Investors to the Access Fund. Finally, Raymond James will, and other Placement Agents may, also receive a placement or other fee from Glendower on each referred "direct investor commitment" to the Underlying Fund. Such fee will result in Proprietary and Confidential 20 EFTA01397041

GLDUS127 Annandale Capital 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 (vi) with respect to which, investors may lose the entire amount of their investment. In addition, there can be no assurance that the Underlying Fund will realize its rate of return objectives, will realize similar returns to past funds or investments sponsored by Glendower or its affiliates or will return any investor capital. The returns of the 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 or avoid substantial losses. Certain ongoing operating EFTA01397042

expenses of the Access Fund, which will be in addition to those expenses borne by the Access Fund as an investor in the Underlying Fund (e.g., carried interest, management fees, Underlying Fund expenses, organizational expenses and other expenses and liabilities borne by investors in the Underlying Fund), generally will be borne by the Access Fund and the Limited Partners, resulting in Investors in the Access Fund paying multiple layers of expense that will have a corresponding impact on the returns to the Limited Partners. Such additional expenses of the Access Fund will reduce the Access Fund's performance relative to the Underlying Fund. Pending investment in the Underlying Fund, the Access Fund may invest a portion of its assets in short-term interest bearing accounts which would not meet the Underlying Fund's overall return objectives. Although the Access Fund will be an investor in the Underlying Fund, investors in the Access Fund will not themselves be limited partners of the Underlying Fund and will not be entitled to enforce any rights against the Underlying Fund or the Glendower GP or any of their affiliates, assert claims against the Underlying Fund, Glendower or their affiliates or have any voting rights in the Underlying Fund. An investor in the Access Fund will have only those rights provided for in the Partnership Agreement, and will not be permitted to attend the annual meeting of investors of the Underlying Fund. The General Partner is not the general partner or manager of the Underlying Fund. None of the Access Fund, the General Partner or any of their affiliates will take part in the management of the Underlying Fund or have control over its management strategies and policies. The Access Fund is subject to the risk of bad judgment, negligence, or misconduct of the general partner or manager of the Underlying Fund and its affiliates. There have been Proprietary and Confidential 21 EFTA01397043

GLDUS127 Annandale Capital a number of instances in recent years in which pooled investment vehicles investing in third-party funds have incurred substantial losses due to sponsor misconduct. The Partnership Agreement will provide for indemnification of the General Partner, the Investment Manager, the Administrator, the Custodian and certain of their affiliates and certain other indemnified parties and any such indemnification (and the expense thereof) will be in addition to any indemnification granted under the Underlying Fund constituent documents. Investors in the Access Fund may be required to return amounts distributed to them by the Access Fund to fund the Access Fund's and/or the Underlying Fund's indemnity obligations and other liabilities as well as amounts recalled by the Underlying Fund for reinvestment in accordance with the Underlying Fund LPA, subject to certain exceptions and restrictions set forth in the Partnership Agreement. In addition, capital contributions to fund the Access Fund's indemnity obligations are outside of a Limited Partner's Subscription. Investors in the Access Fund may receive in-kind distributions to the extent the Underlying Fund distributes securities in-kind to its investors and the securities or other assets so received in an in-kind distribution may not be marketable or otherwise freely tradable. With respect to any such securities or other assets distributed in-kind, the risk of loss and delay in liquidating these securities or assets will be borne by the Limited Partners of the Access Fund, with the result that such Limited Partners may receive less cash than reflected in the fair value of such securities as determined by the General Partner pursuant to the Partnership Agreement. By making the Access Fund available, neither the General Partner, the Investment Manager nor any of their affiliates is providing investment advice or making any recommendation as to the advisability of an investment in the Access Fund or the Underlying Fund. None of the General Partner, the Investment Manager, nor any of their respective affiliates and personnel are required to devote all or any specified portion of their time to managing the Access Fund's affairs, or from engaging in any other business activities, whether or not competitive with the Access Fund. Each prospective investor in the Access Fund should consult with its own counsel and advisors as to all legal, tax, financial and related risks and conflicts concerning an investment in the Access Fund. The General Partner cannot currently predict the timing and amounts of the capital contributions that will EFTA01397044

be required to be made by Limited Partners to the Access Fund. Such capital contributions may be called on an irregular basis. The General Partner may require each Limited Partner to make a capital contribution to the Access Fund on the date it is admitted to the Access Fund. The General Partner will provide written notice of the exact size and timing of such initial capital contribution, if any, in advance of such Initial Closing of the Access Fund. Co-Investment Opportunities. The Glendower GP may offer co-investment opportunities with respect to certain investments to be made by the Underlying Fund and may allocate any such opportunities among interested parties in the Glendower GP's sole discretion. The Access Fund will not participate in coinvestment opportunities, which may result in lower total returns realized by the Access Fund relative to other investors in the Underlying Fund who participate in co-investment opportunities. Compensation. iCapital Securities, LLC often receives a placement fee as a result of its placement of certain investors in certain private investment funds available via the iCapital Network ("iCapital Funds"). The prospect of receiving such compensation creates an incentive for iCapital Securities, LLC to place investors in the iCapital Funds from which it receives a placement fee or may in the future receive such a fee over other investment vehicles from which it does not receive a placement fee. With respect to this Access Fund, the Investment Manager will be entitled to receive an ongoing investor servicing fee from Glendower for services performed in respect of the Access Fund and its investment in the Underlying Fund based on the total capital commitment of the Access Fund to the Underlying Fund. Such fee will result in the Investment Manager having additional conflicts of interest with respect to the purchase of Interests by Proprietary and Confidential 22 EFTA01397045

GLDUS127 Annandale Capital Investors. The General Partner and the Investment Manager will retain and compensate registered investment advisers or Placement Agents for the purpose of marketing and selling the Interests. Any such arrangement may incentivize a registered investment adviser or a Placement Agent to recommend the Interests to investors where they might not otherwise make such recommendation or to recommend the Interests to investors over another investment. Certain management persons of the General Partner and the Investment Manager (or their respective affiliates) are also involved with soliciting investment advisers to participate in the iCapital Network and in performing diligence on such investment advisers with which to launch access vehicles, such as the Access Fund. Such relationships may create potential conflicts of interest. The General Partner and the Investment Manager address these conflicts by providing in their Code of Ethics that all supervised persons have a duty to act in the best interests of each investor and by providing training to supervised persons with respect to conflicts of interest and how such conflicts are resolved under the General Partner and the Investment Manager's policies and procedures. Furthermore, compensation for management persons is not based on any transaction-based compensation received by the General Partner (or its affiliates). Other Funds or Managed Account Agreements with Similar Strategies. The General Partner and/or Glendower may, in each of their sole discretion, manage other funds, and/or enter into management or advisory agreements with respect to managed accounts or other similar arrangements (collectively, "Managed Accounts") that provide an investment strategy and program similar to that of the Underlying Fund or conduit fund into such funds. As a result of such other funds and Managed Accounts, certain investors with access to investment programs similar to that of the Underlying Fund may receive additional benefits (including, but not limited to, reduced fee obligations, the ability to withdraw from a Managed Account or other fund on shorter notice and/or expanded informational rights) that Limited Partners in the Access Fund will not receive. Neither the Access Fund nor the Underlying Fund will be required to notify any or all of the Limited Partners in the Access Fund of any such Managed Account or other funds or any of the rights and/or terms or provisions thereof, nor will the Access Fund or the Underlying Fund be required to offer such different rights and/or terms to any or all of the Limited EFTA01397046

Partners in the Access Fund. The General Partner and/or Glendower may enter into such Managed Accounts with any party as it may determine in its sole discretion at any time. To the extent that the General Partner or its affiliates invests in any Managed Account with a similar strategy or that competes with the Underlying Fund or any investment of the Underlying Fund, the General Partner or its affiliates will not be obligated to take into account the interests of the Access Fund and may take positions and actions that are potentially contrary or adverse to the interests of the Access Fund and the Limited Partners. The Partners will have no recourse against the Access Fund, the General Partner, Glendower and/or any of their affiliates with respect to any of the foregoing. Valuation of the Assets of the Access Fund. The Investment Manager will value the securities held by the Access Fund. When no market exists, or it is not possible for the Investment Manager to obtain market quotations for the securities or investments held by the Access Fund, the Investment Manager will generally value such securities and investments in good faith and based on the valuation of such assets received from the Underlying Fund, or if the Underlying Fund does not provide the Investment Manager with such a valuation, based on other information it considers relevant. Because there is significant uncertainty as to the valuation of illiquid investments, the values of such investments may not necessarily reflect the values that could actually be realized by the Access Fund. Under certain conditions the Access Fund may be forced to sell investments at lower prices than it had expected to realize or defer- -potentially for a considerable period of time—sales that it had planned to make. In addition, under limited circumstances, the Investment Manager may not have access to all material information relevant to a valuation analysis with respect to investments. As a result, the valuation of the Access Fund's investments, and as a result the valuation of the Interests themselves, may be based on imperfect information and is subject to inherent uncertainties. Proprietary and Confidential 23 EFTA01397047

GLDUS127 Annandale Capital Fidelity Relationship. The Investment Manager has entered into collaboration and services agreements with Fidelity Brokerage Services LLC and National Financial Services LLC (collectively, referred to as "Fidelity") pursuant to which the Investment Manager compensates Fidelity for providing certain administrative services in respect of investors who custody their investment in one or more iCapital Funds with Fidelity. The Fidelity investors subject to such arrangements will not bear any Fidelity custodial fees in respect of these assets. The fee, paid by an affiliate of the Investment Manager, is typically a percentage of the net asset value an investor has in applicable iCapital Funds. Further, the Investment Manager's affiliate, Institutional Capital Network, Inc., has committed to an annual marketing spend with Fidelity through which it will promote the iCapital network to Fidelity's platform of registered investment advisers and brokers. The existence of such compensation arrangements could create a potential conflict of interest. Any such compensation arrangement could create an incentive for Fidelity or any third party registered investment adviser or broker to recommend the interests in the iCapital Funds to investors where they might not otherwise make such recommendation. Educational Programs. The Investment Manager may, from time to time, offer (and, under certain circumstances, subsidize) certain educational and professional certification programs for financial advisers that recommend products included on the Institutional Capital Network platform. The provision of such programs may create a conflict of interest because the offering of such programs may incentivize the advisers that participate in such programming to recommend iCapital and interests in iCapital Funds over a manager or administrative agent who has not provided such educational opportunities. A prospective investor should carefully consider such conflict when determining whether to subscribe for interests. Default. If a Limited Partner fails to make a required capital contribution to the Access Fund on its due date (including, recalls of distributed capital), regardless of the reason (including legal or other prohibitions), the General Partner may impose substantial penalties on such Limited Partner and use any available remedies to enforce the contribution obligation, including, a total forfeiture of such Limited Partner's Interest. If the Access Fund fails to make a capital contribution with respect to its investment in the Underlying Fund when due, whether as a result of a default of a Limited EFTA01397048

Partner or otherwise, the Underlying Fund may exercise various remedies against the Access Fund, including forfeiture of all, or a part of, its investment in the Underlying Fund, which will have a material negative impact on the return of the Access Fund as a whole (including Limited Partners that have not defaulted on their commitment to the Access Fund). ERISA. Although the General Partner will use commercially reasonable efforts to limit investment in the Access Fund by benefit plan investors such that their investment in the Access Fund will not be "significant" for purposes of ERISA, there is no assurance that the assets of the Access Fund will not be deemed to be "plan assets" under ERISA. If the Access Fund's assets are treated as "plan assets", certain additional ERISA issues described under "Certain ERISA Considerations" below should be considered. Accordingly, certain transfers of interests in the Access Fund may be prohibited so as to avoid the assets of the Access Fund being deemed to be "plan assets" within the meaning of ERISA. In addition, the General Partner could be required to liquidate Access Fund investments at a disadvantageous time, resulting in lower proceeds to the Access Fund than might have been the case without the need for such compliance, to cause certain Limited Partners to liquidate their investments in the Access Fund, and/or to take such other actions permitted under the Partnership Agreement as it considers necessary for that purpose. Each benefit plan investor should consult his or her legal advisor concerning the consequences under ERISA of an investment in the Access Fund before making an investment in the Access Fund. In addition, the provision of managerial assistance to a portfolio company could result in the Access Fund being characterized as a "trade or business" for purposes of ERISA controlled group liability, and, in cases Proprietary and Confidential 24 EFTA01397049

GLDUS127 Annandale Capital where the Access Fund has a significant ownership interest (generally 80% or more) in such portfolio company, there is a potential risk that the Access Fund and any portfolio company could be subject to controlled group liability under ERISA. These liabilities generally include funding obligations to singleemployer pension plans and withdrawal liability from union-sponsored multiemployer pension plans. In July 2013, the U.S. Federal Court of Appeals for the First Circuit held that the portfolio company management activities of a private equity fund could cause the fund to be regarded for ERISA controlled group liability purposes as engaging in a "trade or business" (the "2013 Sun Capital Case"). Further, in March 2016, the U.S. District Court for the District of Massachusetts held that affiliated private equity funds investing in the same portfolio company may form a "partnership-in- fact." The District Court found that the affiliated funds forming the de facto partnership would be subject to controlled group liability if the funds together held 80% or more of the portfolio company in question (together with the 2013 Sun Capital Case, the "Sun Capital Cases"). Although the extent of the impact of the holdings in the Sun Capital Cases is unclear, the possibility of trade or business characterization remains a risk for the Access Fund and private equity funds generally, especially in the First Circuit. Furthermore, the ownership interest of the Access Fund in some or all of its portfolio companies could be sufficient to create a controlled group relationship, especially if the ownership interests of related and/or parallel funds are aggregated when applying the controlled group ownership tests. Although many practitioners believe that such aggregation should not be required, there is some risk that a court might find otherwise, especially in the District of Massachusetts. To the extent relevant, the Access Fund currently intends to take the position that it is not engaged in a trade or business for ERISA controlled group liability purposes, that related and/or parallel funds will not have formed a de facto partnership and that ownership interests of any such related and/or parallel funds are not to be aggregated when applying the controlled group ownership tests. No Recourse Against the Underlying Fund. Limited Partners of the Access Fund will not be limited partners of the Underlying Fund, will have no direct interest in the Underlying Fund and will have no standing or recourse against the Underlying Fund, Glendower, their respective affiliates or any of their EFTA01397050

respective advisors, officers, directors, employees, partners or members. Lack of Transferability or Redemption of Interests. In light of the fact that there are restrictions on withdrawals, transfers and redemptions, and the Interests are not registered under the U.S. federal or state securities laws or similar laws of any non-U.S. jurisdiction, an investment in the Access Fund will be an illiquid investment. There will not be any market for the Interests Investments in the Access Fund should therefore be considered only by persons financially able to maintain their investment for an extended period of time, who can afford a loss of all or a substantial part of their investment and have the financial ability to satisfy capital calls. Even if the Access Fund's investment in the Underlying Fund proves successful, it is unlikely to produce a realized return to Limited Partners for a period of years. No Rights to Vote or Participate. In the event that there is an issue to be voted upon by the investors of the Underlying Fund, the General Partner and/or the Investment Manager, and not the Limited Partners, will determine how the Access Fund's interest in the Underlying Fund will be voted. the Access Fund, the General Partner or the Limited Partners will have an opportunity to participate in the control, management or operations of the Underlying Fund. Investment Concentration. The Access Fund will invest solely in the Underlying Fund (and in coinvestments, if any, with the Underlying Fund or its respective affiliates). Because the sole purpose of the Access Fund is to acquire an interest in the Underlying Fund, all investment risks set forth in the Underlying Fund PPM will be relevant when considering an investment in the Access Fund. The Underlying Fund may only make a limited number of investments and accordingly a significant portion of the Underlying Fund's aggregate commitments may be invested in any one industry, region or country. As a result, any single loss Proprietary and Confidential 25 In addition, none of EFTA01397051

GLDUS127 Annandale Capital incurred by the Underlying Fund's investments may have a significant adverse impact on the Underlying Fund and the Access Fund. Diverse Partnership. 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 Access Fund and/or the General Partner acting in its capacity as general partner of the Access Fund may enter into other written agreements ("Side Letters") with one or more Limited Partners of the Access Fund (and the Underlying Fund or the Glendower GP may do the same with respect to limited partners of the Underlying Fund). These Side Letters may entitle a Limited Partner to make an investment in the Access Fund on terms other than those described herein, in the Partnership Agreement, and in the subscription agreements relating to the purchase of the Interests (each, a EFTA01397052

"Subscription Agreement"). Any such terms, including with respect to (i) reporting obligations of the Access Fund, (ii) transfers to affiliates, (iii) withdrawal rights due to adverse tax or regulatory events, (iv) consent rights to certain Partnership Agreement amendments, (v) payment of Management Fee, or (vi) any other matters, may be more favorable than those offered to any other Limited Partners. If the Access Fund and/or the General Partner acting in its capacity as general partner of the Access Fund enter into a Side Letter entitling a Limited Partner to withdraw from the Access Fund, any election to withdraw by such Limited Partner may increase any other Limited Partners' pro rata Interest. The Underlying Fund and/or the Glendower GP may also enter into Side Letters with the limited partners of the Underlying Fund (including the Access Fund) entitling certain limited partners to preferential terms in connection with their investment in the Underlying Fund. Notwithstanding anything to the contrary in the Underlying Fund PPM or the Underlying Fund LPA, Limited Partners will not be entitled to the benefit of any Side Letters, and the Access Fund will not distribute copies of any Side Letters that it receives in its capacity as a limited partner of the Underlying Fund to its Limited Partners. No Guarantee Qualified Matching Service Will be Available. The Partnership Agreement prohibits transfers of Interests without the consent of the General Partner, which may be granted or withheld in the Proprietary and Confidential 26 EFTA01397053

GLDUS127 Annandale Capital sole discretion of the General Partner (regardless of whether a Qualified Matching Service is available). In addition, the constituent documents of the Underlying Fund do not allow for transfers of Interests without the prior written consent of the Glendower GP. Repayment of Distributions. The Access Fund may be required to repay to the Underlying Fund or to pay creditors of the Underlying Fund, as applicable, distributions previously received by it. In addition, the Access Fund may be required to pay to the Underlying Fund amounts that are required to be withheld by the Underlying Fund for tax purposes. The Access Fund may require Limited Partners to return to the Access Fund all or part of any distribution by the Access Fund to the Limited Partners in order to satisfy all or any portion of the Access Fund's indemnification and other obligations to the Underlying Fund or otherwise. Similarly, Limited Partners may also be required to repay or pay such amount to the Access Fund if the Access Fund is unable otherwise to meet its obligations. Reinvestment. The Glendower GP has the right to recall capital contributions, including, during the investment period of the Underlying Fund (the "Investment Period"), capital contributions applied to an investment that has been disposed of within 24 months of such investment and following the termination of the Investment Period, an amount equal to any and all distributions made to the limited partners for the purpose of funding existing obligations to make contributions or advances in respect of investments and any follow-on investments. Accordingly, the Access Fund may be required to make capital contributions in excess of its commitment, and to the extent such recalled or retained amounts are reinvested in investments, the Access Fund will remain subject to investment and other risks associated with such investments. Indemnity Obligation. The Access Fund will be required to indemnify the General Partner, the Investment Manager, the administrator and certain of their affiliates and representatives (including any sub-advisor or other similar service provider) for liabilities incurred in connection with the affairs of the Access Fund. Any such indemnification (and the expenses thereof) will be in addition to the indemnification granted under the Partnership Agreement in respect of the Access Fund's indemnity obligations and any indemnification granted under the Underlying Fund's governing documents (and the investments of the Underlying Fund), including the obligation to return distributions to fund EFTA01397054

any such Underlying Fund indemnification (with the Limited Partners in turn being required to return distributions). The Access Fund's indemnification obligations under the Partnership Agreement may be funded by capital calls from the Limited Partners or through the return of Distributions previously made to the Limited Partners. A Limited Partner's obligation to fund capital calls in respect of the Access Fund's indemnification obligations are apart from an Investor's Subscription, and therefore will not be capped. In addition, the Access Fund's assets, including any investments held by the Access Fund (including cash or cash equivalents), are available to satisfy all liabilities and other obligations of the Access Fund, including indemnification obligations. The obligation to fund an indemnification claim will survive the dissolution of the Access Fund. Multiple Layers of Expenses. The Access Fund and the Underlying Fund each have expenses and management costs that will be borne, directly (in the case of expenses and costs of the Access Fund) or indirectly (in the case of expenses and costs of the Underlying Fund), by the Access Fund. Further, distributions from the Underlying Fund to the Access Fund will be subject to the carried interest of the Glendower GP. In addition, certain expenses will be apart from a Limited Partner's Subscription, including indemnification expenses and certain other required payments, including transfer expenses, interest expenses in connection with subsequent closings, certain tax preparation and other expenses attributable to specific limited partners. A Limited Partner's obligation to fund these expenses will not be capped. Proprietary and Confidential 27 EFTA01397055

GLDUS127 Annandale Capital Investors in Subsequent Closings. Investors subscribing for Interests on a Subsequent Closing may participate in existing investments of the Underlying Fund diluting the Interests of the other Investors therein. Although such Investors will generally contribute their pro rata share of prior capital calls, there can be no assurance that this payment will reflect the fair value of the Underlying Fund's existing investments at the time such additional Interests are subscribed for. Furthermore, in the event that an investment of the Underlying Fund has been the subject of a disposition prior to the date of any Subsequent Closing, Investors at such Subsequent Closing may not be permitted to participate in such investment, as determined by the Investment Manager. Public Disclosure. Some of the Interests may be held by investors, such as public pension plans and listed investment vehicles, which are subject to public disclosure requirements. The amount of information about their investments that is required to be disclosed has increased in recent years, and that trend may continue. To the extent that disclosure of confidential information relating to the Access Fund or the Underlying Fund results from interests being held by public investors, the Access Fund may be adversely affected. The General Partner may, in order to prevent any such potential disclosure, withhold information otherwise to be provided to such public investors. Conversely, potential future regulatory changes applicable to investment advisors and/or the accounts they advise could result in the Access Fund becoming subject to additional disclosure requirements, the specific nature of which is as yet uncertain. Borrowings. The General Partner may choose to commit all of the Limited Partners' Subscriptions to the Access Fund for investment into the Underlying Fund, in which case, the General Partner may need to fund Access Fund expenses or future capital calls by the Underlying Fund (to the extent all of the Limited Partners' Subscriptions have previously been called) through the distributions received from the Underlying Fund (in which case the Limited Partners will be allocated income without corresponding cash to pay taxes on such income) or through borrowings. The Access Fund may borrow money in an aggregate amount of up to 20% of the total Subscriptions to the Access Fund, including pursuant to a Credit Facility or other loans from a third party. Such borrowing provides the advantages of leverage, but exposes the Access Fund to capital risk and higher current EFTA01397056

expenses. The Access Fund may provide collateral to the banks from which it borrows by pledging some or all of the assets of the Access Fund (the "Access Fund Assets") and/or the Subscriptions to the Access Fund. In such event, the Access Fund may also be required to delegate the rights to issue drawdown notices and to receive capital contributions to a third party. This procedure exposes the Access Fund to the risk that for whatever reason, including, the default, insolvency, negligence, misconduct or fraud of such banks, the Access Fund will not reacquire the ownership of such Access Fund Assets upon the repayment by the Access Fund of such loans. Also, the Access Fund will be unable to reacquire such Access Fund Assets if the Access Fund defaults on such loans. The Access Fund's failure or inability to reacquire such Access Fund Assets from the banks in whose name the Access Fund Assets are pledged in support of a loan could involve the Access Fund in protracted litigation and, potentially, result in the complete loss of such Access Fund Assets. While the Investment Manager will cause the Access Fund to borrow money only from banks it believes to be creditworthy, there can be no absolute certainty that such banks will return such Access Fund Assets to the Access Fund upon the repayment of such loans. The Underlying Fund may also borrow funds including pursuant to a credit facility or other loans from a third party. Such borrowings may require the Glendower GP or an affiliate to pledge all or a portion of the property of the Underlying Fund and/or the commitments to the Underlying Fund (including the Access Fund's commitment to the Underlying Fund). The borrowing by the Underlying Fund may make it more difficult for the Access Fund to enter into a Credit Facility or otherwise borrow funds. If the Access Fund is not able to borrow sufficient funds to fund any obligations in advance of receipt of amounts from Limited Proprietary and Confidential 28 EFTA01397057

GLDUS127 Annandale Capital Partners or to cover defaults, the Access Fund may no longer be able to fully meet its capital contribution obligations towards the Underlying Fund and may be treated as a defaulting investor for purposes of the Underlying Fund LPA. Cash Management; Over-commitment. To help manage cash flows and ensure sufficient amount of the Limited Partner's subscriptions are available to pay expenses of the Access Fund, the General Partner may, in its sole discretion, choose not to commit up to 10% of the Limited Partners' Subscriptions to the Access Fund for investment into the Underlying Fund. However, the General Partner is not required to set aside any such amounts, and may commit up to 100% of the Limited Partners' Subscriptions to the Underlying Fund. If the General Partner over-commits the Access Fund to the Underlying Fund (i.e., commits an amount to the Underlying Fund, which together with any expenses of the Access Fund, is greater than the total amount of the Limited Partners' Subscriptions to the Access Fund) the General Partner may need to fund Access Fund expenses or future capital calls by the Underlying Fund through the distributions received from the Underlying Fund (in such case the Limited Partners will be allocated income without corresponding cash to pay taxes on such income) or through borrowings. However, if there is a delay in the return of capital, or insufficient capital is returned from the Underlying Fund and the Access Fund is not able to borrow sufficient funds, the Access Fund may no longer be able to fully meet its capital contribution obligations towards the Underlying Fund. Lack of Diversification. The Access Fund only intends to invest in the Underlying Fund. Accordingly, the assets of the Access Fund are subject to greater risk of loss than if they were more widely diversified. Poor performance on the part of the Underlying Fund will cause poor performance of the Access Fund. If the Access Fund if not able to raise enough capital, it will also invest less in the Underlying Fund than originally contemplated. Forward-Looking Statements. Statements contained in this Memorandum that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the General Partner and the Investment Manager. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Moreover, certain information contained in this Memorandum constitutes "forward-looking" statements, which often can be EFTA01397058

identified by the use of forward-looking terminology such as "may," "will," "seek," "should," "expect," "anticipate," "project," "estimate," "intend," "continue," "target," "plan," or "believe," or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those set forth herein, actual events or results or the actual performance of the Access Fund and the Underlying Fund may differ materially from those reflected or contemplated in such forward-looking statements. Disqualification of Certain "Bad Actors" from Rule 506 Offerings. The Interests are offered in reliance upon the exemptions from registration provided in the Securities Act and/or Regulation D promulgated thereunder. The Access Fund would be disqualified from relying on Rule 506 of Regulation D ("Rule 506") for any offer or sale of Interests if certain "bad actors" are involved in such offering, unless the disqualification could not have been identified by the Access Fund in the exercise of reasonable care or has been waived by the SEC staff. The Access Fund has implemented certain procedures to prevent any "Covered Person" (as defined in Rule 506(d)) subject to a "disqualifying event" (as defined in Rule 506(d)(1) of Regulation D) from participating in the offering of Interests or investing in the Access Fund. Covered Persons include, but are not limited to, the General Partner, the Placement Agents and beneficial owners of 20% or more of the Access Fund's voting equity securities. The General Partner may, in its sole discretion, involuntarily redeem all or a portion of a Limited Partner's Interest to satisfy the conditions set forth in Rule 506. Nevertheless there is a risk that the Access Fund will be required to terminate the offering of Interests in the event that an affiliate, Limited Partner holding 20% or more of the Access Fund's voting Proprietary and Confidential 29 EFTA01397059

GLDUS127 Annandale Capital equity securities, or anyone else who otherwise qualifies as a Covered Person becomes subject to a disqualifying event. The Access Fund will be required to make representations to the Glendower GP that the Access Fund and anyone that is treated as a beneficial owner under Rule 506, has not been subject to a disqualifying event. To the extent that any of the foregoing persons is not able to make such representation, or becomes subject to a disqualifying event, the Glendower GP may refuse to accept any or all of the Access Fund's subscription, or require the Access Fund to provide documentation and information regarding the disqualifying event. General Legal and Regulatory Risks. Legal and regulatory changes could occur during the term of the Access Fund, which may adversely affect the Access Fund or the Underlying Fund and its investments. The regulatory environment for private investment funds of a type similar to the Access Fund or the Underlying Fund is evolving. In particular, there have been significant movements towards greater governmental scrutiny and/or potential regulation of the private investment funds industry. It is uncertain as to what form and in what jurisdictions such enhanced scrutiny and/or regulation on the private investment funds industry may ultimately take. However, increased regulatory oversight may impose administrative burdens on the General Partner, Investment Manager and Glendower, including, without limitation, responding to investigations and implementing new policies and procedures. Such burdens and regulatory scrutiny or initiatives may divert the General Partner, Investment Manager and Glendower's time, attention and resources from portfolio management activities, and may also adversely affect the private investment funds industry, including the value or investments of the Underlying Fund and the Access Fund. Furthermore, such scrutiny may increase the exposure of the Underlying Fund, Glendower, the Access Fund, the General Partner and the Investment Manager to potential liabilities and to legal, compliance and other related costs. Also, the implementation of the Dodd-Frank Wall Street reform and Consumer Protection Act (the "DoddFrank Act") has resulted in extensive rulemaking and regulatory changes that affect private fund managers, the funds that they manage and the financial industry as a whole. Pursuant to the Dodd-Frank Act, the SEC has adopted rules that will require additional reporting by registered investment advisers to private funds, EFTA01397060

which will add costs to the legal, operations and compliance obligations of the Investment Manager, and increase the amount of time that the Investment Manager spends on noninvestment-related activities, all of which could adversely impact the Access Fund's investment returns. The Dodd-Frank Act affects a broad range of financial market intermediaries and other market participants with whom the Underlying Fund interacts or may interact. Regulatory changes that will affect other market participants are likely to change the way in which the Underlying Fund conducts business with counterparties. Parts of the Dodd-Frank Act, such as the "Volcker Rule," may affect the number and type of participants in the markets in which the Underlying Fund may trade. It is difficult to anticipate the impact of these and other regulatory changes on the Underlying Fund, Glendower, the Access Fund, the General Partner and the Investment Manager. It may take years to understand the impact of the Dodd-Frank Act on the financial industry as a whole, and therefore, the continued uncertainty may make markets more volatile, and it may be more difficult for Glendower to execute the investment strategy of the Underlying Fund, all of which could adversely impact the Access Fund's investment returns. New Market Structure Requirements Applicable to Derivatives. The Dodd-Frank Act enacted, and the U.S. Commodity Futures Trading Commission ("CFTC") and SEC have issued or proposed rules to implement, both broad new regulatory requirements and broad new structural requirements applicable to over the counter ("OTC") derivative markets and, to a lesser extent, listed commodity futures (and futures Proprietary and Confidential 30 EFTA01397061

GLDUS127 Annandale Capital options) markets. Similar changes are in the process of being adopted in the European Union, Japan, and other major financial markets. These changes include, but are not limited to: requirements that many categories of the most liquid OTC derivatives (currently limited to specified interest rate swaps and index credit default swaps) be executed on qualifying, regulated exchanges and be submitted for clearing; real-time public and regulatory reporting of specified information regarding OTC derivative transactions; enhanced documentation requirements; margin requirements for uncleared swaps; position limits; and recordkeeping requirements. While these changes are intended to mitigate systemic risk and to enhance transparency and execution quality in the OTC derivative markets, the impact of these changes is not known at this time. For instance, cleared OTC derivatives are subject to margin requirements established by regulated clearinghouses, including daily exchanges of cash variation (or mark-to-market) margin and an upfront posting of cash or securities initial margin to cover the clearinghouse's potential future exposure to the default of a party to a particular OTC derivative transaction. Furthermore, "financial end users," such as the Underlying Fund, that enter into OTC derivatives that are not cleared are generally required to exchange margin to collateralize such derivatives. Under the new rules, the level of margin that will be required to be exchanged in connection with uncleared derivatives will in many cases be substantially greater than the level currently required by market participants or clearinghouses. These changes could significantly increase the costs to the Underlying Fund of utilizing OTC derivatives, reduce the level of exposure the Underlying Fund is able to obtain (whether for risk management or investment purposes) through OTC derivatives, and reduce the amounts available to the Underlying Fund to make non-derivative investments. These changes could also impair liquidity in certain OTC derivatives and adversely affect the quality of execution pricing obtained by the Underlying Fund, all of which could adversely impact the Underlying Fund's, and as a result the Access Fund's, investment returns. Furthermore, the margin requirements for cleared and uncleared OTC derivatives may require that Glendower, in order to maintain its exemption from commodity pool operator ("CPO") registration under CFTC Rule 4.13(a)(3), limit the Underlying Fund's ability to enter into hedging transactions or to obtain EFTA01397062

synthetic investment exposures, in either case adversely affecting the Underlying Fund's ability to mitigate risk. Position Limits. The Dodd-Frank Act significantly expanded the scope of the CFTC's authority and obligation to require reporting of, and adopt limits on, the size of positions that market participants may own or control in commodity futures and The Dodd-Frank Act also narrowed existing exemptions from such risk management transactions. In accordance with the requirements of required to establish, and the CFTC has proposed but not yet adopted, limits on additional listed futures and options on physical commodities and economically equivalent OTC derivatives; position limits applicable to swaps that are economically equivalent to United States listed futures and futures options contracts, including contracts on non-physical commodities, such as rates, currencies, equities and credit default swaps; and aggregate position limits for a broad range of derivatives contracts based on the same underlying commodity, including swaps and futures and futures options contracts. A person (including Glendower, the General Partner and the Investment Manager) is generally required to aggregate positions it owns or controls (including held indirectly through entities in which a person has a 10% or greater ownership interest) for purposes of current and proposed position limits, subject to certain exemptions for, among other things, independently traded positions. Proprietary and Confidential 31 futures options contracts and swaps. position limits for a broad range of the Dodd-Frank Act, the CFTC is additional speculative position EFTA01397063

GLDUS127 Annandale Capital The full impact of these recent changes is not known at this time. Individually and collectively, current and proposed position limits and associated aggregation requirements could increase the costs to the Underlying Fund of maintaining positions in commodity futures and futures option contracts and swaps, and reduce the level of exposure the Underlying Fund is able to obtain (whether for risk management or investment purposes) through commodity futures and futures option contracts and swaps. These requirements could also impair liquidity in certain swaps and adversely affect the quality of execution pricing obtained by the Underlying Fund, all of which could adversely impact the Underlying Fund's investment returns. Access Fund Counsel. Cleary Gottlieb Steen & Hamilton LLP currently serves as U.S. counsel for the Access Fund. Cleary Gottlieb Steen & Hamilton LLP renders legal services to the Investment Manager and the General Partner and does not represent the interests of any Limited Partners in the Access Fund. Maples and Calder currently serves as Cayman Islands counsel for the Investment Manager and the General Partner. Maples and Calder renders legal services to the Investment Manager and the General Partner and does not represent the interests of any Limited Partners in the Access Fund. No independent counsel has been retained to act for prospective investors. Prospective investors should seek their own legal, tax and financial advice before making an investment in the Access Fund. Recent Changes in U.S. Tax Law. New legislation known as "An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018" (the "2017 Tax Legislation") was enacted on December 22, 2017. The 2017 Tax Legislation could have a significant impact on the taxation of a Limited Partner's investment in the Access Fund and in the Access Fund's investment in the Underlying Fund. Changes include, among other things, (i) limitations on the deductibility of net interest expense, (ii) changes in the corporate tax rate, (iii) an expansion of the definition of controlled foreign corporation and a deemed repatriation of deferred earnings of a 1096-owned foreign corporation, each of which may result in phantom income for Limited Partners that are U.S. taxable persons, (iv) changes to the taxation of income derived outside the United States and (v) immediate expensing of expenditures for certain tangible property, all of which could affect the tax liability of the entities in which the Underlying Fund invests, as EFTA01397064

well as any returns attributable thereto. In addition, changes that could affect a particular Limited Partner's investment in the Access Fund include (i) limitations on the deductibility of state and local income taxes, (ii) the suspension of the deduction for investment expenses and all miscellaneous itemized deductions; (iii) a reduced tax rate for certain partnership income, not including capital gains, qualified dividends or most interest income and (iv) changes in the tax treatment of a disposition of an interest in the Access Fund so that gain or loss from such disposition by a non-U.S. partner is treated as effectively connected income to the extent a sale of the underlying partnership assets would have resulted in income effectively connected with a U.S. trade or business, and a potential withholding tax on any disposition of such a partnership interest. Finally, the 2017 Tax Legislation increased the holding period required in order for professionals to treat carried interest as capital gain, which may increase the amount of taxes such professionals would be required to pay with respect to their carried interest in the case of amounts realized on investments held for three years or less. Such changes, together with the 2017 Tax Legislation's potential effect on the economy more generally, could have a substantial and possibly adverse effect on investment valuations and the after-tax returns of the Access Fund. In particular, the 2017 Tax Legislation may have a significant impact on the profitability and financial condition of entities in which the Underlying Fund invests. If so, this could have an impact on the returns of the Underlying Fund and the Access Fund. The reforms may also affect the competitive landscape of the private funds sector. At this time, it is not possible to predict the full effect of this legislation on the Underlying Fund, its potential investments, or the Access Fund. Prospective investors Proprietary and Confidential 32 EFTA01397065

GLDUS127 Annandale Capital should consult their own tax advisors regarding the implications of the 2017 Tax Legislation and other potential changes in tax laws, including in light of their own particular circumstances. Annual Income Tax Information. Limited Partners may be required to obtain extensions for filing U.S. federal, state and local income tax returns. Each Limited Partner will be furnished information on an IRS Form 1065 Schedule K-1 for preparation of such Limited Partner's individual U.S. federal income tax return. The furnishing of such information is subject to, among other things, the timely receipt by the Access Fund of information from the Underlying Fund. Taxes in Excess of Distributions; "Phantom" or "Dry" Income. A Limited Partner will be taxed on its share of taxable income from the Access Fund, regardless of whether the Access Fund makes any distributions. Such taxable income is commonly referred to as "phantom" or "dry" income. Moreover, Limited Partners may be allocated taxable income from the Access Fund for a tax year, even though they only receive distributions in such tax year intended to be treated as a return of capital. Tax-Exempt Investors and UBTI. Tax-exempt investors (including IRAs) should expect to recognize UBTI from the Access Fund, which will create a requirement to make tax filings and pay taxes. Non-U.S. Investors and ECI, U.S. Federal Income Tax Withholding and Branch Profits Taxes. NonU.S. investors should expect to recognize ECI through the Access Fund. Non-U.S. investors also should expect to be subject to U.S. federal income tax withholding, and may be subject to the U.S. branch profits tax, on their shares of income from the Access Fund. FATCA. The Foreign Account Tax Compliance Act ("FATCA") requires all entities in a broadly defined class of foreign financial institutions ("FFIs") to comply with a complicated and expansive reporting regime or be subject to 30% U.S. federal income tax withholding on certain U.S. payments (and beginning in 2019, 30% U.S. federal income tax withholding on gross proceeds from the sale of U.S. stocks and securities) and requires non-U.S. entities that are not FFIs to either certify they have no substantial U.S. beneficial ownership or to report certain information with respect to their substantial U.S. beneficial ownership or be subject to 30% U.S. federal income tax withholding on certain U.S. payments (and beginning in 2019, a 30% U.S withholding tax on gross proceeds from the sale of U.S. stocks and EFTA01397066

securities). FATCA also contains complex provisions requiring participating FFIs to withhold on certain "foreign pass thru payments" made to nonparticipating FFIs and to holders that fail to provide the required information. The definition of a "foreign pass thru payment" is still reserved under the current regulations; however, the term generally refers to payments that are from non-U.S. sources but that are "attributable to" certain U.S. payments and gross proceeds as described above. Withholding on these payments is not set to apply until 2019. The Access Fund may invest in FFIs through the Underlying Fund. The reporting obligations imposed under FATCA require FFIs to enter into agreements with the IRS to obtain and disclose information about certain investors to the IRS or, if subject to an Intergovernmental Agreement (an "IGA"), register with the IRS. IGAs are generally intended to result in the automatic exchange of tax information through reporting by an FFI to the government or tax authorities of the country in which such FFI is domiciled, followed by the automatic exchange of the reported information with the IRS. These reporting requirements may apply to underlying entities in which the Access Fund is deemed to invest and the Access Fund will not have control over whether such entities comply with the reporting regime. Any amounts withheld pursuant to FATCA that are allocable to a Limited Partner may, in accordance with the Partnership Agreement, be deemed to have been distributed to such Limited Partner to the extent the taxes reduce the amount otherwise distributable to such Limited Partner. Prospective investors should consult their own tax advisors regarding all aspects of FATCA as it affects their particular circumstances. Proprietary and Confidential 33 EFTA01397067

GLDUS127 Annandale Capital Partnership Audit Legislation. Under the Bipartisan Budget Act of 2015, legislation was enacted that significantly changes the rules for U.S. federal income tax audits of partnerships (the "BBA Rules"). Such audits will continue to be conducted at the partnership level, but with respect to U.S. federal income tax returns for taxable years beginning after December 31, 2017, and, unless a partnership qualifies for and affirmatively elects an alternative procedure, any adjustments to the amount of tax due (including interest and penalties) will be payable by the partnership. Under the elective alternative procedure, a partnership would issue information returns to persons who were partners in the audited year, who would then be required to take the adjustments into account in calculating their own tax liability, and the partnership would not be liable for the adjustments. If the Access Fund does not or is not able to make such an election, then (1) the then current Partners of the Access Fund, in the aggregate, could indirectly bear income tax liabilities in excess of the aggregate amount of taxes that would have been due had the Access Fund elected the alternative procedure, and (2) a given Partner may indirectly bear taxes attributable to income allocable to other Partners or former Partners, including taxes (as well as interest and penalties) with respect to periods prior to such Partner's ownership of Interests. Amounts available for distribution to the Partners may be reduced as result of the Access Fund's obligations to pay any taxes associated with an adjustment. While we cannot provide any assurance, the General Partner generally intends to seek to ensure that the BBA Rules do not materially modify the current allocation of tax costs among Partners. Under the Partnership Agreement, current and former Partners may be required to indemnify the Access Fund for any tax costs that are allocable to them. In addition, if any taxes (including any interest and penalties) are borne directly by a "tax partnership" in which the Access Fund invests (directly or indirectly), the General Partner generally intends to appropriately allocate the burden of such taxes among the Partners and any former Partners. We cannot provide assurance that the Access Fund will be eligible to make an election under the alternative procedure or that it will, in fact, make such an election for any given adjustment. Furthermore, the Underlying Fund must comply with the BBA Rules as well, and therefore the Limited Partners may indirectly suffer adverse consequences as a result. Many issues and EFTA01397068

the overall effect of the BBA Rules on the Access Fund and the Underlying Fund are uncertain, and prospective investors should consult their own tax advisors regarding all aspects of this legislation as it affects their particular circumstances. Other Tax Risks. An investment in the Access Fund involves complex U.S. federal, state and local and foreign income tax considerations that will differ for each Limited Partner. Prospective Limited Partners are advised to seek the advice of a qualified expert on matters of U.S. federal, state and local and foreign taxation of the Access Fund and ownership of the Interests. In judging whether to invest in the Access Fund, a prospective Limited Partner should consider the tax consequences thereof which include, but are not limited to: W the possibility of adverse changes in applicable tax laws; W the possibility that a Limited Partner may be required to file tax returns and pay tax in jurisdictions in which the Access Fund's Assets are deemed to be located and where the Access Fund is considered to be conducting business; iy the possibility that the Interests could decline in value with a Limited Partner realizing a capital loss if the Access Fund is liquidated or the Limited Partner disposes of its Interests, with limitations on the deductibility of any such capital loss; IV the possibility of substantial taxation of the Access Fund or Limited Partners, including imposition of state, local and foreign taxes (including withholding taxes), alternative minimum taxes and the net investment income tax; and Proprietary and Confidential 34 EFTA01397069

GLDUS127 Annandale Capital IV the possibility that the allocations of the Access Fund's income, gain, loss and deduction to the Limited Partners will not be respected. It is possible that an audit of the Access Fund's (or the Underlying Fund's) income tax returns by the IRS or other tax authority, if conducted, may result in a material increase in taxable income (or a decreased loss) to a Limited Partner than what was initially reported to the Limited Partner by the Access Fund. Such an audit may also result in an audit of a Limited Partner's personal income tax returns. Limited Partners will not be indemnified for any taxes, penalties and interest that arise in connection with any audit. A Limited Partner must report each Access Fund item of income, gain, loss, deduction or credit for U.S. federal income tax purposes consistent with such item's treatment on the Access Fund's U.S. federal income tax returns. In the event of an audit, the tax treatment of all Access Fund items may be determined at the Access Fund level in a single proceeding rather than in separate proceedings with each Limited Partner. The General Partner will take primary responsibility for contesting U.S. federal income tax adjustments proposed by the IRS, to extend the statute of limitations as to all investors and, in certain circumstances, the General Partner may be able to bind investors to a settlement with the IRS. Each Limited Partner's participation in administrative or judicial proceedings relating to the Access Fund items would be restricted. See Section IV, "Certain U.S. Federal Income Tax Considerations" for a more detailed discussion of the significant tax considerations relevant to an investment in an Interest. Proprietary and Confidential 35 EFTA01397070

GLDUS127 Annandale Capital IV. TAX, REGULATORY AND CERTAIN ERISA CONSIDERATIONS CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS The following discussion is a brief summary of certain U.S. federal income tax considerations that may be applicable to an investment in the Access Fund. This discussion is based upon the Code, existing U.S. Treasury Regulations, and judicial decisions and administrative interpretations thereunder, all as of the date of this Memorandum, all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. We cannot assure you that the IRS will not take a different position regarding one or more of the tax considerations described below. We have not obtained and do not intend to obtain a ruling from the IRS or an opinion of counsel with respect to the U.S. federal tax considerations resulting from acquiring, holding or disposing of the Limited Partnership Interests. This discussion does not address all U.S. federal income tax considerations that may be important to a particular Limited Partner in light of the Limited Partner's circumstances or to certain categories of Limited Partners that may be subject to special rules (such as financial institutions, insurance companies, dealers in securities, U.S. expatriates, Limited Partners whose functional currency is not the U.S. dollar, or persons who hold the Interests as part of a hedge, conversion transaction, straddle or other risk reduction transaction or otherwise as part of a "synthetic asset"). This discussion is limited to beneficial owners who purchase the Interests for cash at original issuance from the Access Fund. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction or the U.S. federal income tax consequences to tax-exempt entities and non-U.S. persons of an investment in the Access Fund. In addition, this discussion should be read in conjunction with the discussion of tax considerations contained in the Underlying Fund PPM, as the tax consequences described therein could have a material impact on Limited Partners and their investment in the Access Fund. The U.S. federal income tax considerations discussed in this summary are applicable to Limited Partners who or that are U.S. persons. Limited Partners who are not U.S. persons should consult their own tax advisors regarding the United States income tax consequences of an investment in the Access Fund. For purposes of this summary, a "U.S. person" generally is for U.S. federal income tax purposes (1) an individual citizen or resident of the United States; (2) a corporation (or other entity treated as a corporation EFTA01397071

for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust which either (i) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person. If an entity treated as a partnership for U.S. federal income tax purposes holds the Interests, the U.S. federal income tax treatment of the partnership and an equity holder of the partnership generally depends upon the status of the equity holder and the activities of the partnership. If you are an equity holder in such a partnership holding the Interests, you should consult your own tax advisors. This summary is based on the assumptions that each Limited Partner (i) will provide all appropriate certifications to the Access Fund in a timely fashion to minimize withholding, including backup withholding and withholding under FATCA, on its distributive share of the Access Fund's income; (ii) will hold its Interests as a capital asset for U.S. federal income tax purposes, and (iii) holds its Interests for its own account and not as an agent or nominee for another person. Each prospective Limited Partner should also note that this summary does not address the interaction of U.S. federal tax laws and any income or estate tax treaties between the United States and any other jurisdiction. Proprietary and Confidential 36 EFTA01397072

GLDUS127 Annandale Capital No assurance can be given that the IRS will concur with the tax consequences set forth below. Each prospective investor is advised to consult its own tax and financial advisors as to the U.S. federal income tax consequences of an investment in the Access Fund and as to applicable state, local, estate, foreign or other tax laws. THIS SUMMARY IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY PROSPECTIVE LIMITED PARTNER. PROSPECTIVE LIMITED PARTNERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES AND ANY OTHER POTENTIAL TAX CONSEQUENCES UNDER THE LAWS OF ANY STATE, LOCALITY OR OTHER RELEVANT TAXING JURISDICTION ARISING FROM THE ACQUISITION, HOLDING OR DISPOSAL OF INTERESTS. Status for U.S. Federal Income Tax Purposes. It is expected that the Access Fund and the Underlying Fund (together, the "Funds") each will be treated as a partnership for U.S. federal income tax purposes. As a partnership, a Fund generally will not be responsible for the payment of any U.S. federal income taxes associated with its operations (although it may be required to withhold or pay taxes under the BBA Rules or on behalf of its partners in certain circumstances). Instead, the taxable income or loss of a Fund for a taxable year (including the Access Fund's share of such items from the Underlying Fund) will pass through and be included in the computation of the taxable income and loss of the Limited Partners (subject to the limitations discussed below) regardless of whether a Fund distributes any amounts to its partners. Accordingly, it is possible that a Limited Partner will have a greater amount of taxable income allocable to it from the Access Fund for a taxable year than the amount of cash distributed to it from the Access Fund and may be required to pay taxes on its share of the Access Fund's taxable income using cash from other sources. A Fund could fail to qualify as a partnership for U.S. federal income tax purposes in future years as a result of a variety of developments including, (i) modifications of the law governing the classification of entities as partnerships and (ii) characterization of a Fund as a "publicly traded partnership" as a result of the volume and nature of contributions of capital and redemptions and transfers of partnership interests. Failure to qualify as a partnership generally would result in a Fund's treatment as a corporation for U.S. federal income tax purposes. As a corporation, a Fund would generally be subject to an entity-level U.S. federal income tax, and all or a portion of its distributions (other than upon EFTA01397073

liquidation of a Fund or a partner's interests in the Fund) could be characterized as dividends. If a Fund was treated as a "publicly traded partnership," then it would be taxable as a corporation unless 90% or more of its gross income for each taxable year consisted of "qualifying income" including interest, dividends and gain from the sale of capital assets. If a Fund is treated as a "publicly traded partnership," we cannot assure you that the Fund would meet this 90% test. Thus, if a Fund is treated as a "publicly traded partnership," it may qualify as a corporation for U.S. federal income tax purposes. In addition, while we expect that the Underlying Fund will qualify as a partnership for U.S. federal income tax purposes as well, we can provide no assurance to this effect. Assuming the Underlying Fund is so treated, the Access Fund generally will be deemed to realize its pro rata share of income, gain, deduction or loss realized by the Underlying Fund for such purposes. If instead the Underlying Fund was treated as a corporation for such purposes, each Limited Partner will bear its pro rata share of corporate taxes borne by the Underlying Fund. The following discussion assumes each Fund will qualify as a partnership for U.S. federal income tax purposes. Proprietary and Confidential 37 EFTA01397074

GLDUS127 Annandale Capital UNLESS OTHERWISE INDICATED, REFERENCES IN THE FOLLOWING DISCUSSION OF THE TAX CONSEQUENCES OF THE ACCESS FUND'S INVESTMENTS, ACTIVITIES, INCOME, GAIN AND LOSS INCLUDE INDIRECT INVESTMENTS, ACTIVITIES, INCOME, GAIN AND LOSS OF THE ACCESS FUND AS A RESULT OF THE ACCESS FUND'S STATUS AS A LIMITED PARTNER OF THE UNDERLYING FUND. Limited Partner's Tax Basis in its Interests. A Limited Partner's tax basis in its Interests would include the amount of money and/or the tax basis of property (if any) that the Limited Partner contributes to the Access Fund, increased principally by the Limited Partner's distributive share of any Access Fund income and certain Access Fund liabilities (if any), and decreased, but not below zero, principally by (i) the amount of cash distributions from the Access Fund to the Limited Partner and the adjusted tax basis of any distributions in-kind from the Access Fund to the Limited Partner, (ii) the amount of the Limited Partner's distributive share of the Access Fund's losses and (iii) the Limited Partner's share of a reduction in certain Access Fund liabilities, if any. We can provide no assurance with respect to the amount of Fund liabilities that would be allocated to any Limited Partner for this purpose. Distributions. A cash distribution to a Limited Partner generally will be taxable only to the extent that it exceeds the Limited Partner's tax basis in its Interests. The amount of the distribution, if any, that is in excess of tax basis will be considered to be gain from the sale of the Interests and generally taxable as a capital gain except to the extent attributable to certain ordinary income items of the Access Fund. Subject to certain exceptions, a Limited Partner generally would recognize loss with respect to its Interests only upon the receipt of a distribution consisting solely of cash in an amount that was less than the Limited Partner's tax basis in its Interests and which occurred in connection with a complete liquidation of the Limited Partner's Interests. Distributions of property other than cash, whether in complete or partial liquidation of a Limited Partner's Interests, generally would not result in the recognition of taxable income or loss to the Limited Partner (except to the extent such distribution is treated as made in exchange for such Limited Partner's share of the Access Fund's unrealized receivables). However, that gain generally must be recognized by a Limited Partner where the distribution consists of marketable securities unless the distributing partnership is an "investment partnership" and the recipient is an "eligible partner," both as defined in Section 731(c) of the Code. Each Fund will determine at the appropriate time whether it qualifies EFTA01397075

as an "investment partnership." Assuming it so qualifies, if a partner is an "eligible partner," which term should include a Limited Partner whose contributions to the Fund consisted solely of cash, the non- recognition rule described herein should apply. Allocations of Income and Loss to Limited Partners. Pursuant to the Partnership Agreement, items of the Access Fund's income gain, loss and deduction are allocated so as to take into account the varying interests of the Partners in the Access Fund. U.S. Treasury Regulations provide that allocations of items of partnership income, gain, loss, deduction or credit will be respected for tax purposes if such allocations have "substantial economic effect" or are determined to be in accordance with the partners' interests in a partnership. The Access Fund believes that, for U.S. federal income tax purposes, allocations pursuant to the Partnership Agreement should be given effect, and the General Partner intends to prepare the Access Fund's U.S. federal income tax returns based on such allocations. We can provide no assurance that a Fund's allocations will be respected. If a Fund's allocations are successfully challenged and re-determined by the IRS, such redetermination could be less favorable than the allocations set forth in the applicable limited partnership agreement. Proprietary and Confidential 38 EFTA01397076

GLDUS127 Annandale Capital Sale of Interests. A Limited Partner generally will recognize capital gain or loss on the sale of Interests, except for any gain attributable to unrealized receivables or inventory items (which are broadly defined for this purpose) held by the Access Fund at the time of the sale. The difference between the amount realized upon a sale of Interests and the Limited Partner's adjusted tax basis in the Interests would determine the amount of gain or loss recognized. For this purpose, the amount realized would include the Limited Partner's share of any Access Fund liabilities, as discussed above. In general, the sale of Interests by a Limited Partner will not affect the Access Fund's ongoing operations. If, however, Interests representing 50% or more of the Access Fund were to be sold within a twelve-month period, then the Access Fund would terminate for U.S. federal income tax purposes. The Partnership Agreement generally prohibits transfers of Interests without the consent of the General Partner. Tax Basis Adjustments. The Partnership Agreement does not require the General Partner to make an election under Section 754 of the Code to adjust the tax basis of its assets upon the sale or other disposition of Interests or upon the distribution to Partners of cash or assets in-kind, nor does it prohibit the General Partner from doing so. Any such election, once made, cannot be revoked without the IRS' consent. The actual effect of any such election may depend upon whether the Underlying Fund also makes such an election. As a result of the complexity and added expense of the tax accounting required to implement such an election, the General Partner presently does not intend to make such an election. If the Access Fund makes the election or otherwise must make an adjustment to the tax bases on in its assets, any transferee of Interests must reimburse the Fund its costs incurred to make any tax basis adjustments required pursuant to the election. A Fund generally would be required to adjust the tax basis of its assets in the same manner as if a Section 754 election were in effect upon (i) transfers of interests in that Fund at a time when the adjusted tax basis of its assets exceeds their fair market value by more than $250,000 and (ii) distributions of cash or property to a partner that would have produced a downward adjustment in the tax basis of the assets of the Fund of more than $250,000 had a Section 754 election been in effect. In lieu of the adjustment described in clause (i) of the preceding sentence, if a Fund qualifies to make an election to be an "electing EFTA01397077

investment partnership," as defined in Section 743 of the Code, the Fund could elect to preclude the transferee of the Fund's interests from deducting its allocable share of any loss realized by the Fund on the sale or exchange of the Fund's assets to the extent the transferor Partner realized a loss on the original transfer of its interests in such Fund. Each Fund would determine at the appropriate time whether it qualifies to make an election to be an "electing investment partnership," and we can be no assurance that it would so qualify. In addition, because of the limited relief provided by such election and the complexity required to determine the amount of loss that the transferee partner could not deduct, even if the corresponding Fund so qualifies, such Fund may determine that such election should not be made. Limitation on Deductibility of Interest Expense. For non-corporate taxpayers, Section 163(d) of the Code limits the deduction for "investment interest" (i.e., interest or short sale expenses for "indebtedness properly allocable to property held for investment"). Investment interest is not deductible in the current year to the extent that it exceeds the taxpayer's "investment income," consisting of net gain and ordinary income derived from investments in the current year. Long-term capital gain is excluded from investment income for this purpose unless the taxpayer elects to pay tax on such amount at ordinary income tax rates. The deduction for any investment interest that is disallowed under Section 163(d) of the Code for any year may generally be carried forward and used in subsequent years, subject to the limitations of Section 163(d) in the subsequent years. Proprietary and Confidential 39 EFTA01397078

GLDUS127 Annandale Capital For purposes of this provision, income of the Access Fund may be treated as investment income, and the investment interest limitation may apply to a non-corporate Limited Partner's share of any interest expense attributable to the Access Fund's operations. In such case, a non-corporate Limited Partner could be denied a deduction for all or part of that portion of its distributive share of the Access Fund's ordinary losses attributable to interest expenses. The investment interest limitation may also apply to interest paid by a non-corporate Limited Partner on money borrowed to finance its investment in the Access Fund. Prospective Limited Partners are advised to consult with their own tax advisors with respect to the application of the investment interest limitation in their particular tax situations. Application of Rules for Income and Losses from Passive Activities. The Code restricts the deductibility of losses from a "passive activity" against certain income that is not derived from a passive activity. This restriction applies to individuals, certain trusts, estates, personal service corporations and certain closely held corporations. Depending on the nature of the investments of a Fund, losses flowing through the Access Fund to Limited Partners may be subject to these passive activity, loss limitation rules. At-Risk Limitations. A Limited Partner that is subject to the "at-risk limitations" (generally, non-corporate taxpayers and closely held corporations) may not deduct losses of the Access Fund to the extent that they exceed the amount such Limited Partner has "at risk" with respect to its Interests at the end of the year. Generally, a Limited Partner's investment in the Access Fund would be considered "at risk" to the extent it is made with cash, with property, or with the proceeds of a loan for which the Limited Partner is personally liable or which is secured by personal assets other than an interest in the Access Fund (to the extent of the net fair market value of the Limited Partner's interest in those assets). Such amount will be increased by the Limited Partner's share of subsequent income of the Access Fund and contributions to the Access Fund and decreased by the Limited Partner's share of the Access Fund's losses and distributions (including withdrawal distributions). Deductions or losses of the Access Fund previously disallowed under the at-risk rules may be used to offset gain on the Limited Partner's sale or exchange of its Interests, including any amounts treated as gain in connection with a distribution in excess of the Limited Partner's tax basis in its EFTA01397079

Interests. If the amount that a Limited Partner is considered to have at risk in the Access Fund falls below zero (e.g., because of a distribution to the Limited Partner), the difference between the at-risk amount and zero may be included in income to the extent that losses of the Access Fund were previously deducted by that Limited Partner, and the amount so included in income will be treated as a deduction generated by the Access Fund in the following taxable year. Deductibility of Access Fund Expenses by Non-Corporate Limited Partners. Prospective investors who are individuals or certain closely held corporations should be aware that they could be subject to various limitations on their ability to use their allocable share of deductions and losses of the Partnership against other income. For taxable years beginning after December 31, 2017, and before January 1, 2026, non-corporate taxpayers will be unable to take any deductions relating to "investment interest" and "miscellaneous itemized investment expenses." For taxable years beginning after December 31, 2025, such deductions will be available to non-corporate taxpayers, subject to certain limitations. The consequences of the investment expense limitations will vary depending upon the particular tax situation of each taxpayer. Accordingly, non-corporate Limited Partners should consult their own tax advisors with respect to the application of these limitations. A Limited Partner will not be permitted to deduct syndication expenses and other expenses associated with the purchase of Interests, including placement fees, paid by such Limited Partner or the Access Fund. Any Proprietary and Confidential 40 EFTA01397080

GLDUS127 Annandale Capital such amounts paid by a Limited Partner will be included in the adjusted tax basis of its Interests. Start-up and organizational expenses are generally amortized for U.S. federal income tax purposes over a fifteen (15) year period. Limitation on Deductibility of Capital Losses. Capital losses generally may be deducted only to the extent of capital gains, except for non-corporate taxpayers who are allowed to deduct $3,000 of capital losses per year against ordinary income without regard to capital gains. Corporate taxpayers may carry back unused capital losses for three years and may carry forward such losses for five years; non-corporate taxpayers may carry forward unused capital losses indefinitely. Tax Treatment of Investments. In general and except as discussed below, the Access Fund expects that its gains will be treated as capital gain for U.S. federal income tax purposes. Capital gain on assets held for more than one year generally qualify as long-term capital gain. The Access Fund will recognize ordinary income from the interest income and fees it receives from lending money. Any gain or loss realized on the disposition of debt investments may, depending upon the circumstances of the holder at the time of any such sale, be treated as ordinary or capital. The actual character of the Access Fund's gain or loss on the disposition of loans will depend on several considerations, including whether the holder is treated as a trader or investor, on the one hand, or a dealer, on the other hand. A trader and an investor are persons who buy and sell securities for their own accounts. A dealer, in contrast, is a person who engages in transactions with "customers" rather than for investment or speculation. If the IRS were to characterize any part of a Fund's activities as those of a dealer, such Fund's gain or loss on any "dealer" property would be ordinary income or loss. The Access Fund expects to recognize ordinary income from accruals of interest on debt investments. The Access Fund may be deemed to hold debt investments with original issue discount ("OID"), which for this purpose includes "payments-in-kind," or PIK, interest. In such case, the Access Fund would be required to include amounts in taxable income on a current basis even though receipt of such amounts may occur in a subsequent year. The Access Fund may also be deemed to hold loans with "market discount." Upon disposition of such an obligation, the Access Fund generally would be required to treat gain recognized as ordinary income to the extent of the market discount that accrued during the period the debt obligation was EFTA01397081

held by the Access Fund. Elections also may be made where market discount is included in income by the holder during the term of ownership. In addition, the Access Fund may be deemed to hold "contingent payment debt instruments." In general, all of the Access Fund's income and gains on a contingent payment debt instrument will be ordinary income, including gain on the sale of exchange of a contingent payment debt instrument, regardless of whether the Access Fund holds the instrument as a capital asset. Furthermore, all of the interest income on a contingent payment debt instrument will be treated as OID, regardless of whether the instrument has regular coupons. We cannot predict what portion of the Access Fund's portfolio would consist of contingent payment debt instruments. Furthermore, there are a number of uncertainties in the U.S. federal income tax law relating to debt restructuring. In general, a "significant modification" of a debt obligation acquired by the Access Fund at a discount is treated as a taxable event to the Access Fund, with the resulting gain or loss measured by the difference between the principal amount of the debt after the modification and the Access Fund's tax basis in such debt before the modification. However, other than for certain "safe harbor" modifications specified in U.S. Treasury Regulations, the determination of whether a modification is "significant" is based on all of the facts and circumstances. Therefore, it is possible that the IRS could take the position that the Proprietary and Confidential 41 EFTA01397082

GLDUS127 Annandale Capital restructuring of a debt obligation acquired by the Access Fund at a discount amounts to a "significant modification" that should be treated as a taxable event even if the Access Fund did not so treat the restructuring on its U.S. federal income tax return. Furthermore, the Access Fund may be deemed to invest in derivatives with complex or uncertain U.S. federal income tax consequences to Limited Partners. In addition, the Access Fund may invest in any entity treated as partnership for U.S. federal income tax purposes, and the Access Fund's U.S. federal income tax consequences will depend on the nature of the investments and activities of such entity. Furthermore, for taxable years beginning after December 31, 2017, and before January 1, 2026, noncorporate taxpayers generally will be allowed a deduction in an amount equal to 20% of the domestic "qualified business income" they received through a partnership. Qualified business income generally does not include investment income or income from services businesses, including investment management businesses, and therefore the 20% deduction is unlikely to be available in respect of income allocable to a Limited Partner from its investment in the Access Fund. Finally, U.S. Tax-Exempt Investors (as defined herein) should be aware that certain investments of the Access Fund may cause them to have material amounts of UBTI, which is subject to federal income taxation and may be subject to state and local taxation as well. See discussion below under "Tax-Exempt Investors." Prospective investors should consult their own tax advisors regarding the application of these rules to their investment in the Access Fund. Work-Outs. It is possible that a company in which the Access Fund invests will face financial difficulty, requiring the holder to work-out or otherwise restructure its investment in the company. It is not possible to predict the terms of any such restructuring and accordingly any such restructuring could give rise to adverse U.S. federal income tax consequences to the Access Fund (and therefore the Limited Partners). Passive Foreign Investment Companies. The Access Fund may invest in a non- U.S. corporation that is classified as a "passive foreign investment company" ("PFIC"), which would cause Limited Partners to be subject to taxation under Sections 1291 through 1298 of the Code. In general, a non-U.S. corporation is classified as a PFIC if (i) 75% or more of its gross income constitutes "passive income" (generally, interest, EFTA01397083

dividends, royalties, rent and similar income, and gains on disposition of assets that generate such income), or (ii) 50% or more of its assets produce passive income or are held for the production of such income. If the Access Fund invests in a company that is classified as a PFIC, the Limited Partners may be subject to increased tax liability upon the Access Fund's disposition of that company's stock or upon the receipt of certain distributions. In certain cases, a Fund may be able to make an election to have an alternative tax treatment apply with respect to a PFIC. We cannot predict at this time whether any company in which the Access Fund invests may be subject to the PFIC regime, nor can it predict the effect of any applicable elections which may be made by a Fund. The application of the PFIC rules to the Access Fund and its Limited Partners is complex. Limited Partners should consult their own tax advisors about the applicability and U.S. federal income tax consequences of the PFIC rules to their investment in the Access Fund. Proprietary and Confidential 42 EFTA01397084

GLDUS127 Annandale Capital Controlled Foreign Corporations Special rules apply to U.S. persons who own, directly or indirectly and applying certain attribution rules, 10% or more of the total combined voting power or total value of all classes of stock of a non-U.S. corporation (each, a "United States Shareholder") that is a "controlled foreign corporation" ("CFC"). A non-U.S. corporation generally will be a CFC if United States Shareholders collectively own more than 50% of the total combined voting power or total value of the corporation's stock on any day during any taxable year. If the Access Fund invests in a CFC and is a United States Shareholder, its Limited Partners who are U.S. persons will be subject to tax under the CFC rules. As a result, each such Limited Partner must include in its gross income for U.S. federal income tax purposes its distributive share of certain earnings and profits of the CFC. In addition, under Section 1248 of the Code, each such Limited Partner must treat a portion of its distributive share of any gain realized by the Access Fund upon disposition of the stock of the CFC as dividend income to the extent of certain earnings and profits of the CFC attributable to such stock. Further, if a Limited Partner disposes of its Interests, the Limited Partner may be required to recognize ordinary income under Section 751 of the Code equal to its distributive share of any Section 1248 income that would have been triggered if the Access Fund had sold its interest in the CFC at fair market value. Moreover, under the 2017 Tax Legislation, the deferred earnings of certain foreign corporations will be deemed repatriated, and treated as if they were distributed to their United States Shareholders. Consequently, if the Access Fund invests in a foreign corporation and is a United States Shareholder, its Limited Partners who are U.S. Persons may be deemed to receive their distributive share of certain accumulated earnings and profits of such foreign corporation. The application of the CFC and deemed repatriation rules to the Access Fund and Limited Partners is complex. Limited Partners should consult their own tax advisors about the applicability and U.S. federal income tax consequences of the CFC and deemed repatriation rules to their investment in the Access Fund. Foreign Currency Gain or Loss. A Limited Partner's distributive share of any profit or loss realized by the Access Fund on the conversion of U.S. dollars into non-U.S. currency, or of non-U.S. currency into U.S. dollars, generally will be treated as ordinary income or loss rather than capital gain or loss. Further, EFTA01397085

if the Access Fund invests in a debt investment or obligor under a debt instrument or enters into certain other transactions, any of terms of a currency other than its functional currency, fluctuations in the value of its functional currency generally will result in foreign currency gain or loss. Any loss realized by the Access Fund generally will be treated as ordinary income or gain or loss, and any Limited Partner will be subject to tax on its allocable share Tax-Exempt Investors. The Underlying Fund may entities that are treated as flowthrough for U.S. federal income tax purposes, (ii) income if they borrow funds, or (iii) generate some income, transaction fees, each of which may cause investors that are U.S. Tax amounts of UBTI. A U.S. TaxExempt Investor's allocable share of Access subject to federal income taxation and might U.S. Tax-Exempt Investors only invest in the Access amounts of UBTI. Potential U.S. Tax-Exempt may use leverage that would be treated as acquisition of the income from the Access Fund being taxable as UBTI to U.S. Proprietary and Confidential 43 effectively becomes the which is denominated in that currency relative to foreign currency gain or loss rather than capital of such income or loss. (i) invest in operating generate unrelated debt-financed for example, from break-up fees or -Exempt Investors to incur material Fund income constituting UBTI would be be subject to state and local taxation as well. should Fund if they are willing to receive material Investors should be aware that the Underlying Fund indebtedness resulting in a Tax-Exempt Investors. material portion EFTA01397086

GLDUS127 Annandale Capital Additionally, if a U.S. Tax-Exempt Investor incurs debt to finance its Interest, all or a portion of the income or gain attributed to the Interest would be included in UBTI, regardless of whether such income or gain would otherwise be excluded as dividends, interest or income which is not normally UBTI. U.S. Tax-Exempt Investors that are "charitable remainder trusts" are subject to a 100% excise tax on their UBTI. Further, certain U.S. Tax-Exempt Investors may be subject to an excise tax if the Access Fund engages in a "prohibited tax shelter transaction" or a "subsequently listed transaction" as defined in Section 4965 of the Code. If the Access Fund engages in a prohibited tax shelter transaction, U.S. Tax-Exempt Investors may be subject to substantial penalties if they fail to comply with special disclosure requirements, and their managers may also be subject to substantial penalties. Prospective investors are urged to consult their own tax advisors regarding the applicability of these rules to an investment in the Access Fund. The Interests are being offered only to U.S. taxable investors and U.S. Tax- Exempt Investors that are willing to receive material amounts of UBTI. U.S. Tax-Exempt Investors that are not willing to receive material amounts of UBTI should not invest in the Access Fund A Feeder Fund may be organized to accommodate certain qualified U.S. Tax-Exempt Investors who do not wish to receive UBTI. United States Foreign Tax Credits. Subject to applicable limitations, a Limited Partner that is subject to U.S. federal income taxation generally should be entitled to elect to treat foreign taxes withheld from such Limited Partner's share of the Access Fund's dividend and interest income as foreign income taxes eligible for credit against such Limited Partner's U.S. federal income tax liability. Capital gains recognized by the Access Fund, however, generally are considered to be from sources within the United States, which may effectively limit the amount of foreign tax credit allowed to the Limited Partner. Complex tax rules may limit the availability or use of foreign tax credits, depending on each Limited Partner's particular circumstances. Because of these limitations, Limited Partners may be unable to claim a credit for the full amount of their proportionate shares of any foreign taxes paid by or allocable to the Access Fund. Limited Partners that do not elect to treat their shares of foreign taxes as creditable generally may claim a deduction against U.S. federal taxable income for such taxes (subject to applicable limitations on losses and EFTA01397087

deductions). Because the availability of a credit or deduction depends on the particular circumstances of each Limited Partner, Limited Partners are advised to consult their own tax advisors. Tax Returns; Audit. The Access Fund is required to file annual information returns reporting its income, expenses and other tax items and the amounts of such items properly allocable to the Partners. The Access Fund's tax returns are subject to review by the IRS and other taxing authorities, which may dispute the Access Fund's tax positions. Any recharacterizations or adjustments resulting from an audit may require each Limited Partner to file amended tax returns and/or pay additional income taxes, interest or penalties and possibly may result in an audit of the Limited Partner's own tax return. The General Partner, as the Access Fund's tax matters partner and partnership representative, will have considerable authority with respect to the tax treatment of Access Fund items and the procedural rights of the Limited Partners. Following an audit of a Fund, under the BBA Rules, the Access Fund may be required to pay taxes on behalf of its partners or its own behalf. In addition, the BBA Rules will apply to the Underlying Fund and any entities treated as partnerships for U.S. federal income tax purposes in which the Underlying Fund acquires an interest. Accordingly, the Access Fund may bear a portion of the tax liability resulting from any audit adjustment of the Underlying Proprietary and Confidential 44 EFTA01397088

GLDUS127 Annandale Capital Fund or a partnership in which the Underlying Fund invests (even if, with respect to such partnership, the Underlying Fund was not a partner of the partnership during the tax year under audit). United States Tax Reporting by Limited Partners that are Owners of Non-U.S. Entities. United States tax rules impose information reporting requirements on U.S. persons that own, either directly or indirectly under certain attribution rules, more than certain threshold amounts of stock in a non-U.S. corporation. These persons must disclose, among other things, various transactions between themselves and those nonU.S. corporations. For this purpose, stock ownership is determined with regard to certain stock attribution rules, and each Limited Partner is treated as owning part or all of the stock owned directly or indirectly by the Access Fund. In certain circumstances, these rules may require Limited Partners to file reports annually. A significant monetary penalty may be imposed on a Limited Partner that fails to satisfy any applicable reporting requirements. A Limited Partner will be responsible for determining whether it is required to file any information returns or statements or otherwise report any information with respect to any non- U.S. entities as a result of owning Interests, and for satisfying any such filing or reporting requirements. The Access Fund may not be able to provide a Limited Partner with information requested by the Limited Partner in connection with completing any filing requirements due to confidentiality restrictions, unavailability of the information requested or other reasons. Specifically, U.S. individuals (and possibly certain entities) are generally required to file certain information with their annual U S. federal income tax return regarding interests they hold in foreign entities or accounts worth more than $50,000 at any time during the year. If the General Partner were to offer a structure where Limited Partners own their investment in the Access Fund through a non-U.S. entity, it is possible any such Limited Partners would be subject to such information reporting. In addition, a separate obligation to file an annual Report of Foreign Bank and Financial Accounts (an "FBAR") applies to any U.S. person who has a financial interest in, or signature or other authority over, non-U.S. financial accounts worth more than $10,000 at any time during the year. Under the FBAR regulations, ownership by a U.S. person of an interest in a foreign private fund entity is not currently subject to FBAR EFTA01397089

reporting, but the regulations continue to reserve on the application of the FBAR rules to such interest. Potential investors should discuss the application of the above rules with their own advisers in light of their individual circumstances. Qualified Dividend Income. Subject to certain elections, "qualified dividend income" is generally taxable to non-corporate taxpayers at reduced U.S. federal income tax rates. A Limited Partner's qualified dividend income may include the Limited Partner's indirect allocable share of certain dividends received by the Access Fund from U.S. corporations and qualified foreign corporations. Subject to certain limitations, qualified foreign corporations include those incorporated in a possession of the United States and foreign corporations eligible for benefits under a comprehensive income tax treaty identified by the IRS, but do not include foreign corporations that are treated as "passive foreign investment companies" for U.S. federal income tax purposes. A dividend of a foreign corporation may also be treated as qualified dividend income if the stock with respect to which the dividend is paid is readily tradable on an established securities market in the United States. In order for Limited Partners to qualify for the lower tax rate with respect to their indirect allocable share of qualified dividends, however, the Access Fund must hold the shares of stock producing the dividend for at least 61 days during the 121-day period beginning on the date that is 60 days before the date such shares become ex-dividend. For preferred stock, the required periods are increased from 61 days to 91 days and from 121 days to 181 days if the dividends are attributable to periods totaling more than 366 days; if the Proprietary and Confidential 45 EFTA01397090

GLDUS127 Annandale Capital preferred dividends are attributable to periods totaling less than 367 days, the 60 day holding period discussed herein applies. A dividend is not qualified dividend income to the extent that the Access Fund is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. If the Access Fund realizes qualified dividend income, the Access Fund will report to its Limited Partners their respective shares of such income. Notwithstanding the above, a Limited Partner's allocable share of qualified dividend income will not qualify for the reduced rate to the extent such Limited Partner elects to include such dividend income as investment income for purposes of the investment interest expense deduction discussed below. A Limited Partner's foreign tax credit may be limited to the extent it relates to qualified dividend income taxed at the reduced rates of tax. Dividends-Received Deduction. A portion of income from the Access Fund allocable to corporate Limited Partners may qualify for the "dividends-received deduction." The dividends- received deduction applies to certain dividends received from certain corporations. Medicare Tax. A 3.8% Medicare contribution tax generally is imposed on the net investment income of U.S. individuals, estates and trusts whose income exceeds certain threshold amounts. For U.S. individuals, this threshold generally will be exceeded if an individual has adjusted gross income that exceeds $200,000 ($250,000 if married and filing jointly/$125,000 if married and filing separately). For this purpose, net investment income generally is expected to include a Limited Partner's distributive share of the Access Fund's income and net gains, as well as net capital gains attributable to a sale of the Limited Partner's Interests, over deductions properly allocable to such income and net gains. Prospective Limited Partners that are U.S. individuals, estates or trusts are urged to consult their tax advisors regarding the applicability of the Medicare tax in their particular circumstances. Taxation of Interests—Other Taxes. The Access Fund and Limited Partners may be subject to other taxes, such as the alternative minimum tax and foreign, state and local income taxes (including withholding taxes) and estate, inheritance or intangible property taxes that may be imposed by various jurisdictions, including the State and City of New York, where the Access Fund's principal office is currently located, and any other state in which the Access Fund is deemed to conduct business or hold EFTA01397091

assets. For taxable years beginning after December 31, 2017, and before January 1, 2026, substantial limitations will apply to investors' ability to deduct their allocable share of any such state and local taxes. Each prospective investor should consider the potential consequences of such taxes on an investment in the Access Fund. It is the responsibility of each prospective investor to satisfy itself as to, among other things, the legal and tax consequences of an investment in the Access Fund under state law, including the laws of the state(s) of its domicile and its residence, by obtaining advice from its own tax advisor, and to file all appropriate tax returns that may be required. The Access Fund will treat any tax withheld from or otherwise payable with respect to income allocable to the Access Fund as cash received by the Access Fund and will treat each Limited Partner as receiving as a distribution the portion of such tax that is attributable to such Limited Partner and therefore shall reduce distributions otherwise to be made to such Limited Partner. Similar provisions would apply in the case of taxes required to be withheld by the Access Fund or when the Access Fund must pay taxes on behalf of the Limited Partners. Possible Legislative or Other Changes. The Code, with respect to all of the foregoing matters and other matters that may affect the Access Fund or its Limited Partners, is subject to change by Congress. In recent years, there have been significant changes in the Code, some of which are being reconsidered by Congress and interpretations of which are being considered by the IRS and the courts. It is not possible at this time Proprietary and Confidential 46 EFTA01397092

GLDUS127 Annandale Capital to predict whether, or to what extent, any changes in the Code or interpretations thereof will occur. Prospective Limited Partners should note that the Access Fund will not undertake to advise Limited Partners of any legislative or other developments No rulings have been or will be requested from the IRS. Furthermore, any changes in the Partnership Agreement or the operations of the Access Fund could affect the tax consequences described above. Prospective Limited Partners should consult their own tax advisors regarding pending and proposed legislation or other changes. The foregoing is a summary of some of the important U.S. federal income tax rules and considerations affecting the Limited Partners and the Fund's operations and does not purport to be a complete analysis of all relevant tax rules and considerations, nor does it purport to be a complete listing of all potential tax risks inherent in purchasing or holding an interest in the Access Fund. Prospective investors in the Access Fund are urged to consult their own tax advisors. CERTAIN REGULATORY MATTERS Securities Act of 1933. The offer and sale of the Interests will not be registered under the Securities Act, or any other federal, state or foreign securities laws, including state blue sky laws. The Interests are offered in reliance upon the exemptions from registration provided in the Securities Act and/or Regulation D promulgated thereunder, and similar regulations of the Securities and Exchange Commission (the "SEC") applicable to transactions not involving a public offering. Each investor will be required in the Subscription Agreement pursuant to which it subscribes for an Interest to make customary private placement representations and warranties, including representations as to its status as an "accredited investor" under Regulation D promulgated under the Securities Act. Each investor must be prepared to bear the economic risk of the investment in the Interests for an indefinite period because the Interests cannot be sold unless they are subsequently registered under the Securities Act or an exemption for such registration is available. It is extremely unlikely that the Interests will ever be registered under the Securities Act. The Interests may not be transferred or resold except as permitted under the Securities Act and any other applicable securities laws, pursuant to registration or exemption therefrom. As described elsewhere in this Memorandum, the transferability of the Interests will be further restricted by the terms of the Partnership Agreement. Mandated Disclosure of Certain Events. Investors are hereby notified of the EFTA01397093

following with respect to Raymond James, who will act as a Placement Agent with respect to offering of the Interests: Beginning in 2011, without admitting or denying any allegations, Raymond James Financial Services, Inc. ("Raymond James") settled with most of the states, Puerto Rico, the Virgin Islands, and the District of Columbia allegations that they failed to supervise and/or engaged in dishonest or unethical practices (or substantially equivalent non-fraud based terms under relevant state statutes) related to the sale of auction rate securities (ARS). The basis of the allegations was that Raymond James offered and sold to some of their customers ARS while not accurately characterizing or while failing to adequately disclose the true nature and risks associated with these investments. Although Raymond James' ARS trade confirmations disclosed the risk that ARS auctions could fail and that Raymond James were not obliged to ensure their success, at the point-of-sale, some of Raymond James' financial advisers inaccurately described ARS. As a condition of the settlement, Raymond James offered to purchase eligible ARS from eligible customers and to pay fines. Raymond James have completed all undertakings required under the settlement orders. Proprietary and Confidential 47 EFTA01397094