EFTA Document EFTA01354475

GLDUS143 Henry Nicholas Important Information for Recipients in Certain Jurisdictions (6/6) For persons in St. Kitts and Nevis. This Presentation does not constitute an offer or solicitation in St nits and firrvis. This Presentation has not been reviewed by the Securities COMMis-siuil 01 me Financial Services Regiiistory Commission in St Kitts and Nevis. No regulatory authority in St. Kitts and Nevis has passed upon the accuracy or adequacy of the offering or endorsed the :writs of the offering. The Fund has not been and will not be registered with any regulatory authority in St Kitts and Nevis. Each investor shouii consult his or her legal counsel or accountant or financial advisor for advice on the various legal. tas or economic matters concerning his or her investment in the Fund 'There is risk involved in investing, with the ultimate risk being the loss of the investor's entire investrrirunt For persons in UAErAbu Dhabi/Dubai. This Presentation. and the information contained herein, does not constitute, and is not intended to constitute. a public offer of securities in the United Arab Emirates and accordingly should not be construed as such. The interests in the Fund are only being offered to a limited number of sophisticated investors in the UAE who (a) are willing and able to conduct an independent investigation of the risks involved in an investment in such interests and (b) upon their specific request The interests in the Fund have net been approved by or licensed or registered with the UAE Central Bank, the Securities and Commodities Authority or any other relevant licensing authorities or governmental agencies in the UAE The Presentation is for the use of the named addressee only and should not be given or shown to any other person (other than employees. agents, or consultants rn connection with the addressee's consideiation thereof' No transaction will be concluded in the UAE and any enquiries regarding the interests in the Fund should be made to Glendower. For persons in the United States of America. In making an Investment decision prospective must rely on their own exanintilion of the issuer and the terms of the offering. including the met and risks involved. The Interests have not been recommended by any federal or state sec inties commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Presentation Any representation to the contrary is a criminal offense. The Interests have not been and will not be registered under the Securities Act or any state or other securities laws or the laws of any non-U.S. jurisdiction, nor is such registration contemplated The interests will be offered and sold in the United States only to qualifying recipients of the Fund's private placement memorandum pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(.2) and Regulation 0 thereof and any applicable regulattons promulgated thereunder and in compliance with the applicable securities laws of the states and other junsdict ions where the offering wilt be made. The Interests are being sold for investment only and are subject to restrictions on transferability and resale and may not be trans-retied or resold except as provided in the Fund Partnership Agreement and as permitted under the Securities Act and the applicable state securities lots, pursuant to registration or exemption therefrom. Limited Partners should be aware that they will be required to bear the financial risks of an investment in the Interests for an indefinite period of time. The Fund will not be registered as an investment company under the investment Company Act Consequently. Investors will not be afforded the protections of the Investment Company Act. There will be no public_ market for the Interests, and there is no obligation on the part ••of any person to register the Interests under the Securities Act. Glendower Capital S'F•R Om), CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0039069 CONFIDENTIAL SDNY_GM_00185253 EFTA01354475