EFTA01451541.pdf

SOF III - 1081 Southern Financial LLC verification of identity from all persons or entities submitting a Subscription Agreement and any beneficial owner underlying the account. Furthermore, in response to increased regulatory concerns with respect to the sources of funds used in investments and other activities, the Master Fund General Partner may request the Onshore Feeder Fund in its capacity as limited partner to provide additional documentation 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, including, without limitation, representations to the Feeder Funds that such investor is not, and is not acting on behalf of, a prohibited country, territory, individual or entity listed on the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC') website or on HM Treasury's Sanction List ("HMTSL"), and that it is not directly or indirectly affiliated with any country, territory, individual or entity named on an OFAC list or prohibited by any OFAC sanctions programs. Such Investor will also represent to the Feeder Funds that amounts contributed by it to the Feeder Funds were not directly or indirectly derived from activities that may contravene U.S. Federal, state or international laws and regulations, including, without limitation, any applicable anti-money laundering laws and regulations. The General Partner, the Investment Manager and the Feeder Funds (or their delegates) reserve the right to request such information as they deem necessary to verify such information. In the event of delay or failure by the subscriber to produce any information required for verification purposes, the General Partner or the Investment Manager may refuse to accept a subscription, may "freeze" such Limited Partner's account and/or Interest or may compulsorily redeem such Limited Partner's Interest in the applicable Feeder Fund. Additionally, the Master Fund General Partner may decline to accept a subscription on the basis of such information that is provided or if such information is not provided. Requests for documentation and additional information may be made at any time during which the Onshore Feeder Fund holds an investment in the Master Fund. The Master Fund General Partner may be required to provide this information, or report the failure to comply with such requests, to appropriate governmental authorities, including for the purpose of complying with any anti-money laundering or anti-terrorist laws or regulations, in certain circumstances without notifying the Onshore Feeder Fund that the information has been provided. Further, under the Master Fund Partnership Agreement, the Master Fund General Partner may, without the consent oflimited partners of the Master Fund (including the Onshore Feeder Fund), take any action it determines in its sole discretion to be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules or regulations. Governmental authorities are continuing to consider appropriate measures to implement and at this point it is unclear what steps the Master Fund General Partner may be required to take; however, these steps may include prohibiting the Onshore Feeder Fund from making further contributions of capital to the Master Fund, depositing 73 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108202 CONFIDENTIAL SONY GM_00254388 EFTA01451541