Epstein Secrets

vided in the Offshore Feeder LP Agreement. Whenever the Onshore Feeder Fund is requested or required to vote on any matter as a limited partner of the Master Fund, the Onshore Feeder Fund will solicit the consent of the Limited Partners and approve any such matter approved by a majority in Interest of Limited

ments." The Offshore Feeder LP Agreement will include indemnification provisions substantially similar to those described herein, and investors in the Offshore Feeder Fund will also indirectly, through the Offshore Feeder Fund, be bound by the indemnification provisions of the Onshore Feeder LP Agreement. Exculpation

vided in the Offshore Feeder LP Agreement. Whenever the Onshore Feeder Fund is requested or required to vote on any matter as a limited partner of the Master Fund, the Onshore Feeder Fund will solicit the consent of the Limited Partners and approve any such matter approved by a majority in Interest of Limited

ments." The Offshore Feeder LP Agreement will include indemnification provisions substantially similar to those described herein, and investors in the Offshore Feeder Fund will also indirectly, through the Offshore Feeder Fund, be bound by the indemnification provisions of the Onshore Feeder LP Agreement. Exculpation

the United States in which they conduct investment activities will depend, in part, on whether the Onshore Feeder Fund, the Offshore Feeder Fund or the Master Fund is treated as a resident or as having a permanent establishment ("Pt') in each particular country. No assurances can be provided that the Onshore F

pending on the investor's particular situation. Certain Non-U.S. Income Tax Considerations In general, the manner in which the Onshore Feeder Fund, the Offshore Feeder Fund and their income will be subject to taxation in countries outside the United States in which they conduct investment activities will depend, in par

SOF III - 1081 Southern Financial LLC the Master Fund purchase and sell stocks and securities. The Onshore Feeder Fund, the Offshore Feeder Fund or their respective Investors may be required to file tax

n that they are eligible for a reduced rate of taxation (e.g., treaty benefits) in particular countries. If appropriate, the Onshore Feeder Fund or the Offshore Feeder Fund may organize intermediate vehicles through which it will invest in the Master Fund (or stocks and securities), or may take other steps, in order to

SOF III - 1081 Southern Financtal LLC financial consulting fees, advisory fees and transaction fees that reduce management fees. If the Master Fund failed to file a timely U.S. federal income tax return in respect of its ECI, it may subsequently be precluded from claiming deductions related to t

nks. U.S. Taxation of Non-U.S. Holders. Non-U.S. Holders generally will not be subject to United States federal income taxation on distributions by the Offshore Feeder Fund in respect of their interests or gain realized on a disposition of an interest, unless (i) the distributions or gains on the interest are attributa