EFTA01451884.pdf

SOF III - 1081 Southern Financial LLC Partners that responded to the solicitation for instructions. Confidentiality Confidential information provided to the Limited Partners may not be disclosed to third parties, except for disclosure as required by law or regulation or to affiliates, officers, employees, beneficial owners, agents, attorneys, and professional consultants of the Limited Partner who agree to adhere to such confidentiality obligation. Disclosure may also be permitted as discussed in "Regulatory and Tax Considerations." Notwithstanding anything contained herein (and in the Subscription Agreement, the Onshore Feeder LP Agreement, the Offshore Feeder LP Agreement and any other related documents) to the contrary, each Investor (and each employee, representative, or other agent of each such Investor) may disclose to their advisors (including, without limitation, their attorneys and accountants) or to the U.S. Internal Revenue Service or other U.S. taxing authority, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Investors relating to such tax treatment and tax structure, provided, however, that no Investor (and no employee, representative or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment or tax structure of such transaction (including the identity of the party and any information that could lead another to determine the identity of any party) or any other information to the extent that such disclosure could reasonably result in violation of any U.S. federal or state securities law. The Administrator and State Street Bank and Trust Company (the "Administrator") will Custodian serve as the administrator and custodian of the Onshore Feeder Fund, pursuant to an administration agreement and a custodian agreement, respectively, which will be entered into between the Onshore Feeder Fund and the Administrator. State Street Bank and Trust Company (the "Offshore Feeder Administrator") will also serve as the administrator and custodian of the Offshore Feeder Fund, pursuant to an administration agreement and a custodian agreement, respectively, which will be entered into between the Offshore Feeder Fund and the Offshore Feeder Administrator. Auditors Any of PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu, KPMG or Ernst & Young LLP will be retained as the independent auditor of the Onshore Feeder Fund and the Offshore 32 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108727 CONFIDENTIAL SONY GM_00254911 EFTA01451884