Limited Partners may invest in the Fund through Feeder Funds that are intended to address certain of their investment considerations. Some or all of the Feeder Funds may constitute "plan assets" for purposes of ERISA. However, ERISA's fiduciary standards and prohibited transaction limitations should not impose s

Fund or the Master Fund Partnership Agreement will not change prior to the final closing of the Master Fund and without notice to the investors in the Feeder Funds. This Memorandum describes the principal terms that apply to an investment in the Feeder Funds and certain other information that relates specifica

participate in co-investments made by the Master Fund. The Onshore Feeder Fund may utilize an over-commitment strategy solely to cover expenses of the Feeder Funds and defaults by Limited Partners. Any amounts committed to the Master Fund 18 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108147 C

(ii) is effected to correct manifest errors or inconsistencies, (iii) is effected to grant Limited Partners the rights necessary for the assets of the Feeder Funds not to be subject to consolidation for financial reporting purposes with the Investment Manager or any of its affiliates, (iv) is necessary in ord

e Feeder Funds intend to comply with Section 3(cX7) of the United States Investment Company Act of 1940, as amended (the "1940 Act"), which permits the Feeder Funds to qualify for the exemption from the provisions of the1940 Act provided for therein, if the Interests are sold only to "qualified purchasers" (as

SOF III - 1081 Southern Financial LLC Closings The closing of the Feeder Funds (the "Closing") is expected to be held in the fourth quarter of 2013 but may occur earlier or later at the discretion of the General Partner. The G

participate in co-investments made by the Master Fund. The Onshore Feeder Fund may utilize an over-commitment strategy solely to cover expenses of the Feeder Funds and defaults by Limited Partners. Any amounts committed to the Master Fund 18 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108713 C

(ii) is effected to correct manifest errors or inconsistencies, (iii) is effected to grant Limited Partners the rights necessary for the assets of the Feeder Funds not to be subject to consolidation for financial reporting purposes with the Investment Manager or any of its affiliates, (iv) is necessary in ord

ld be treated as a fiduciary with respect to the portion of the assets of the Offshore Feeder Fund deemed to be plan assets and all transactions of the Feeder Funds could be subject to the prohibited transaction provisions of ERISA and/or Section 4975 of the Code, which may restrict the Feeder Funds from engagi

s in the Onshore Feeder Fund. All private equity investments involve a risk of loss of capital. No assurances can be given that the Master Fund or the Feeder Funds will achieve their investment objectives or that Limited Partners will not suffer loss. An investment in a Feeder Fund is highly speculative and in

nted nature of these events, the ultimate impacts on global markets are unpredictable and may not be immediately apparent, and may adversely affect the Feeder Funds, the Master Fund and their investments. 60 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108755 CONFIDENTIAL SONY GM_00254939 EFTA0

up and adopted by the legislative body of that EU Member State. Details of the full impact of the Directive on the operation of the Master Fund and the Feeder Funds will not be known until those implementing measures have been finalized. Lack of Transferability or Redemption of Interests. In light of the fact t

quired to make capital contributions in excess of its commitment, and to the extent such recalled or retained amounts are reinvested in investments, the Feeder Funds will remain subject to investment and other risks associated with such investments. The Onshore Feeder Fund has the right to recall capital contrib

e Letters. The Feeder Funds and/or the General Partner may enter into other written agreements ("Side Letters") with one or more Limited Partners of the Feeder Funds. These Side Letters may entitle a Limited Partner to make an investment in a Feeder Fund on terms other than those described herein, in the LP Agre

mmitment to the Master Fund). Over-Commitment Strategy. The Onshore Feeder Fund may employ an over-commitment strategy solely to cover expenses of the Feeder Funds and defaults by Limited Partners. The Investment Manager may cause the Onshore Feeder Fund to commit to the Master Fund an aggregate amount in exce

verifying, among other things, its source of funds used to purchase the investments. Each Investor will be required to make such representations to the Feeder Funds as the General Partner, the Investment Manager, and the Feeder Funds shall require in connection with applicable anti-money laundering programs, in

t manager to the Master Fund, potential conflicts of interest may arise between the limited partners of the Master Fund and the Limited Partners of the Feeder Funds. The Investment Manager will be under no obligation other than those imposed by law to act in the best interest of the Limited Partners. The Invest