ith limited liability in the Cayman Islands and is not an affiliate of Deutsche Bank. The General Partner will also serve as the general partner of the Offshore Feeder Fund. The General Partner will receive a managing fee (a "General Partner's Fee"), payable annually in advance, in an amount expected to be $15,000 per

a U.S. Investor in the Onshore Feeder Fund and there could be imposed withholding or other taxes at greater rates on income from an investment in the Offshore Feeder Fund as compared to the Onshore Feeder Fund. In addition, U.S. source dividends (and certain other categories of income), if any, derived from an inves

SOF III - 1081 Southern Financial LLC Service Form W-8 or W-9 to the Offshore Feeder Fund with its Subscription Agreement, which will have to be updated promptly upon learning that any previously provided form has become obsolete or inc

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

SOF III - 1081 Southern Financial LLC Service Form W-8 or W-9 to the Offshore Feeder Fund with its Subscription Agreement, which will have to be updated promptly upon learning that any previously provided form has become obsolete or inc

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

he General Partner and the Investment Manager Cleary Gottlieb Steen & Hamilton LLP has been retained as U.S. counsel for the Onshore Feeder Fund, the Offshore Feeder Fund, the Investment Manager and the General Partner. Stuarts Walker Hersant, Attorneys-at-Law has been retained as Cayman Islands counsel for the Inve

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

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

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

SOF III - 1081 Southern Financial LLC the Offshore Feeder Fund, the Investment Funds or to the Investors will not occur. See "Regulatory and Tax Considerations." Prospective Investors should consult their own t

ich their interests or the interests of their clients may conflict with the interests of the Master Fund, Investment Funds, the Onshore Feeder Fund, the Offshore Feeder Fund, or their Limited Partners or the General Partner. Conflicts of interest may also arise between Deutsche Bank and the Investment Manager, on the on

cluding the Confidential Private Placement Memorandum of the Fund attached thereto. and the legal documentation relating to the Onshore Feeder Fund. the Offshore Feeder Fund and the Fund Fund Name Structure Strategy Minimum Commitment Target Size Fund Term Capital Calls Investment Period Auditor Administrator L