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Global Fund Exchange Holdings LLC User Agreement By accessing or using this Global Fund Exchange Holdings LLC (“hereafter known as Global Fund Exchange for short”) web site, www.globalfundexchange.com and / or www.gfxgroup.net (the “Site”), you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you and Global Fund Exchange, and governs your access and use of the Site, which includes any information, data, tools, products, services and other content (together, “Content”) available on or through the Site.

A. Global Fund Exchange grants you a limited right and license to use the Site solely for the purposes of reviewing the information posted herein relating to your investment(s). Your right to use the Site is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason we may revoke your right to use all or any portion of the Site. You may not violate or attempt to violate the security of the Site.

B. The Site and its Content are owned by Global Fund Exchange, its affiliates, and/or third parties. The Site is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Global Fund Exchange, its affiliates and/or third parties. Global Fund Exchange Holdings LLC, globalfundexchange.com, gfxgroup.net and other names and indicia of Global Fund Exchange and its products and/or services are exclusive trademarks and service marks or registered trademarks of Global Fund Exchange Holdings LLC Corp. Other product and company names appearing on the Site may be trademarks of their respective owners. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site. You may not publish, broadcast, retransmit, reproduce, repackage, frame, use, copy, exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement. You may print copies of any accessible portion or portions of the Site only for your own personal use. You may discuss information that you learn from the Site with your financial, legal or tax advisors, and others with whom you share investment decisions. You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.

C. You make certain representations and warranties regarding your use of the Site. You represent and warrant that: you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement; you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement; and you will not delete any Content on the Site.

D. All Content is for informational purposes only. Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy. We do not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable. Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax or legal advice. If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs. THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE.

E. There are various risks you assume in relying on the Content. We make reasonable efforts to provide accurate Content on the Site, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. We may change all or any portion of the Site at any time without notice to you. We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party. You agree that we are not liable for any action you take or decision you make in reliance on any Content.

F. If Global Fund Exchange provides you with a password, you must keep your password confidential. Global Fund Exchange may provide you with a password to access certain areas of the Site. You are solely responsible for maintaining the confidentiality and security of your password. You may not disclose your password to any third party. You accept full responsibility for any use of your password. You must notify Global Fund Exchange immediately of any actual or suspected loss, theft or unauthorized use of your password. We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password. We will not be responsible for any loss to you that arise from such use or action or from your failure to comply with these provisions.

G. Global Fund Exchange is not liable for any technological problems and any impact that they may have. All or any portion of the Site may not be available and may not function properly at any time. We make reasonable efforts to avoid technological problems, but at any time the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. We take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but we disclaim liability for any interception of data or communications. We make reasonable efforts to ensure that the Site is secure but we do not guarantee the security of the Site. We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site. We are not liable for any defects, delays or errors in or resulting from your use of the Site.

H. Global Fund Exchange is not responsible for information on any third party web site. If you access any third party web site through the Site or otherwise, you do so at your own risk. Hyperlinks to or from the Site do not constitute third party endorsement, sponsorship or affiliation of, with or by us. H. Global Fund Exchange has the right but not the obligation to monitor and record activity on the Site and respond as it deems appropriate. We may monitor and record activity on the Site for any reason or for no reason. We may investigate any complaint or reported violation of our policies. We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate. We may issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site or take any other action that we deem appropriate.

I. Global Fund Exchange respects your privacy. Personal nonpublic information that we gather from you will be governed by our Privacy Policy.

J. Global Fund Exchange DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND THE CONTENT THAT THE LAW ALLOWS IT TO DISCLAIM. THE SITE, INCLUDING ALL CONTENT, IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE AND THE CONTENT INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR THE CONTENT.

K. Global Fund Exchange'S LIABILITY WITH RESPECT TO THE SITE AND THE CONTENT IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, THE CONTENT, THE INABILITY TO USE THE SITE, OR TRANSACTIONS ENTERED INTO THROUGH THE SITE. OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE. UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF Global Fund Exchange, ITS AGENTS AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE AND THE CONTENT IS $100. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

L. You will be responsible for any liability to Global Fund Exchange that arises out of your breach of this User Agreement or your use of the Site. You agree to indemnify, defend and hold harmless Global Fund Exchange and its affiliates, agents and employees from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to: your use of the Site, your breach of this User Agreement or any representation, warranty or covenant made by you in this User Agreement, your violation of any applicable law, statute, ordinance, regulation or of any third party's rights, or claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this User Agreement.

M. You and Global Fund Exchange agree to settle our disputes without a jury under the substantive provisions of New York State law. This User Agreement and all terms and conditions included or incorporated by reference will be governed by and interpreted in accordance with the laws of the State of New York that apply to agreements made and wholly performed therein, without giving effect to conflicts of law principles. You hereby consent to the exclusive jurisdiction of the Southern District of New York or any New York State Court located in the Borough of Manhattan, New York, in all disputes arising from or relating to this User Agreement or your access to or use of the Site. You hereby waive any objection to venue or inconvenient forum laid therein. You hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any and all rights to trial by jury in all disputes arising from or relating to this User Agreement or your access to or use of the Site.

N. You will be bound by revised versions of this User Agreement that Global Fund Exchange posts on the Site. Modifications will be effective immediately upon posting unless we indicate otherwise. Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.

O. You are bound by certain other general conditions. We may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void. If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of the User Agreement shall remain in full force and effect. This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Global Fund Exchange concerning the subject matter hereof.

The past performance of the Investment Manger, its principals [, members,] or employees is not indicative of future returns. There is no guarantee that the Investment Manager will be successful in achieving the Fund's investment objectives. An investment in the Fund contains risks, including the risk of complete loss. The risk management practices and methods described herein are for illustrative purposes only and are subject to modification.

Nothing set forth herein shall constitute an offer to sell any securities or constitute a solicitation of an offer to purchase any securities. Any such offer to sell or solicitation of an offer to purchase shall be made only by formal offering documents, which include,
among others, a confidential offering memorandum, subscription agreement and related subscription documents. Such formal offering documents contain additional information
not set forth herein, which such additional information is material to any decision to invest in the Fund. The confidential offering memorandum contains additional information,
including information regarding certain risks of investing which are material to any decision to invest in the Fund.

The performance contained herein above does not reflect the trading of any account advised by the Investment Manager or the actual trading of client capital. Such performance is hypothetical and was calculated by retroactively applying the Investment  Manager's strategy. Hypothetical or simulated performance results have certain inherent limitations. Unlike an actual performance record, simulated results do not represent actual investing. Also, since the investments have not actually been made, the results may have under- or over-compensated for the impact, if any, of certain market factors, such as lack
of liquidity. Simulated trading programs in general are also subject to the fact that they are designed with the benefit of hindsight. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown.
The proposed manager/fund allocations reflects the funds and the managers to which the Fund proposes making allocations to. There is no guarantee that when the Fund
commences operations, it will in fact make such allocations to such managers/funds or make such allocations in the percentages contemplated herein. Furthermore, there is no guarantee that such underlying managers and funds will accept investments from the Fund
or be open to additional investments in the future.
Finally, please note that the underlying investments of the Fund are subject to change, as well as the allocations to each manager and fund, at the sole discretion of the Investment
Manager. No information is warranted by the Investment Manager or its affiliates or subsidiaries as to completeness or accuracy, express or implied, and is subject to change without notice. This document contains forward-looking statements, including observations about markets and industry and regulatory trends as of the original date of this document. Forward- looking statements may be identified by, among other things, the use of words such as “expects,” “anticipates,” “believes,” or “estimates,” or the negatives of these terms, and
similar expressions. Forward-looking statements reflect the Investment Manager's views as of such date with respect to possible future events. Actual results could differ materially from those in the forward-looking statements as a result of factors beyond the Fund's control. Investors are cautioned not to place undue reliance on such statements. No party has an obligation to update any of the forward-looking statements in this document. These materials should only be considered current as of the date of publication without regard to the date on which you may receive or access the information. The Investment

Use of this web site is governed by this User Agreement. The content contained on this site is believed to be accurate at the time it was posted, but is provided to users "AS IS" without any express or implied warranty as to merchantability, non-infringement, accuracy, completeness, timeliness, sequencing, fitness for a particular purpose or otherwise. Please read this user agreement carefully before using the site. By continuing to browse this and any other linked websites and each time you use the site, your use indicates your full acceptance of and agreement to abide by this user agreement in its then current form. If you do not accept the terms and conditions stated in this user agreement, do not use the site and close your browser.

Before making an investment decision with respect to the Earth Wind & Fire Fund Ltd (the “Fund”) managed by Global Fund Exchange Ltd. (the “Investment Manager”), potential investors are advised to read carefully the respective offering documents (including any relevant underlying agreements) and the related subscription documents regarding the Fund when they are available, and to consult with their tax, legal, ERISA and financial advisors. This document contains a preliminary summary of the purpose and principal business terms of the Fund; this summary does not purport to be complete and is qualified in its entirety by reference to the more detailed discussions to be contained in the Fund's offering documentation. The Investment Manager has the ability in its sole discretion to change the strategies described herein. Although this document discusses the Fund's activities in the present tense, such language should be read as anticipatory as the Fund has not commenced any trading activities and will not do so until it has been formed and it has raised sufficient assets, in the Investment Manager's sole discretion, to effectuate its objectives and strategies.

Manager maintains the right to delete or modify information without prior notice. Charts, tables and graphs contained in this document are not intended to be used to assist
the reader in determining which securities to buy or sell or when to buy or sell securities.

This document is being provided to you on a confidential basis solely to assist you in deciding whether or not to proceed with a further investigation of the Fund. Accordingly, this document may not be reproduced in whole or part, and may not be delivered to any person without the consent of the Investment Manager. 

ACCREDITED INVESTORS

Under the Securities Act of 1933, a company that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The Act provides companies with a number of exemptions. For some of the exemptions, such as rules 505 and 506 of Regulation D, a company may sell its securities to what are known as "accredited investors."

The federal securities laws define the term accredited investor in Rule 501 of Regulation D as:

1. a bank, insurance company, registered investment company, business development company, or small business investment company;
2. an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
3. a charitable organization, corporation, or partnership with assets exceeding $5 million;
4. a director, executive officer, or general partner of the company selling the securities;
5. a business in which all the equity owners are accredited investors;
6. a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase;
7. a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
8. or a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

For more information about the SEC’s registration requirements and common exemptions, please visit. http://www.sec.gov/answers/accred.htm

Unlike a 3(c)(1) hedge fund where investors only generally need to be accredited investors and potentially qualified clients, all investors in a 3(c)(7) hedge fund must be “qualified purchasers.”

A qualified purchaser is a greater requirement than an accredited investor and a qualified client. Generally only super high net worth individuals and institutional investors will fit within the definition of qualified client. Because of this fact there are less 3(c)(7) hedge funds than 3(c)(1) hedge funds. Also, most 3(c)(7) funds are going to be funds with greater intial investment requirements and will be marketed towards the institutional market. Because of this 3(c)(7) hedge fund will tend to have greater assets than many 3(c)(1) hedge funds. The definition of “qualified purchaser” is found in the Investment Company Act of 1940.

The definition includes:

1. any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) with that person’s qualified purchaser spouse) who owns not less than $ 5,000,000 in investments, as defined below;
2. any company that owns not less than $ 5,000,000 in investments and that is owned directly or indirectly by or for 2 or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons;
3. any trust that is not covered by clause (ii) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (i), (ii), or (iv); or
4. any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $ 25,000,000 in investments.
5. any qualified institutional buyer as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser, provided that (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer; and (ii) a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan;
6. any company that, but for the exceptions provided for in Sections 3(c)(1) or 3(c)(7) under the ICA, would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), provided that all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) thereunder, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) or any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser.
7. any natural person who is deemed to be a “knowledgeable employee” of the [fund], as such term is defined in Rule 3c-5(4) of the ICA; or
8. any person (“Transferee”) who acquires Interests from a person (“Transferor”) that is (or was) a qualified purchaser other than the [fund], provided that the Transferee is: (i) the estate of the Transferor; (ii) a person who acquires the Interests as a gift or bequest pursuant to an agreement relating to a legal separation or divorce; or (iii) a company established by the Transferor exclusively for the benefit of (or owned exclusively by) the Transferor and the persons specified in this paragraph.
9. any company, if each beneficial owner of the company’s securities is a qualified purchaser.

For the purpsoes of above, the term Investments means: (1) securities (as defined by section 2(a)(1)of the Securities Act of 1933), other than securities of an issuer that controls, is controlled by, or is under common control with, the prospective qualified purchaser that owns such securities, unless the issuer of such securities is: (i) an investment vehicle; (ii) a public company; or (iii) a company with shareholders’ equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the prospective qualified purchaser acquires the securities of a Section 3(c)(7) Company; (2) real estate held for investment purposes; (3) commodity interests held for investment purposes; (4) physical commodities held for investment purposes; (5) to the extent not securities, financial contracts (as such term is defined in section 3(c)(2)(B)(ii) of the ICA entered into for investment purposes; (6) in the case of a prospective qualified purchaser that is a Section 3(c)(7) Company, a company that would be an investment company but for the exclusion provided by section 3(c)(1) of the ICA, or a commodity pool, any amounts payable to such prospective qualified purchaser pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the prospective qualified purchaser upon the demand of the prospective qualified purchaser; and (7) cash and cash equivalents (including foreign currencies) held for investment purposes. For purposes of this section, cash and cash equivalents include: (i) bank deposits, certificates of deposit, bankers acceptances and similar bank instruments held for investment purposes; and (ii) the net cash surrender value of an insurance policy.