er that is neither a U.S. Limited Partner nor a partnership (or any other entity treated as a partnership) for U.S. federal income tax purposes. A 'U.S. Tax-Exempt Partner" is a U.S. Partner that is subject to Section 501(a) of the Code. U.S. Tax-Exempt Partners and Non-U.S. Partners are discussed separately be

SOF III - 1081 Southern Financial LLC income would otherwise be excluded as dividends, interest, gains or other similar income. A U.S. Tax-Exempt Investor whose interest will be debt-financed should consult with its tax advisors concerning the taxation of such interest under the PFIC rules tha