EFTA Document EFTA01390765

GLDUS113 Cliff Meg Underlying Fund Carried Interest Indemnification Withdrawal and Transfer 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 i