EFTA01451514.pdf

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 incorrect. Amendment of the LP The General Partner may amend the Onshore Feeder LP Agreements Agreement and the Offshore Feeder LP Agreement without the consent of the Limited Partners to make any change that (i) does not materially prejudice the interests of any Limited Partner, does not operate to release to any material extent the General Partner from any responsibility to the Limited Partners, and will not result in any material increase in the amount of costs and charges payable by the Onshore Feeder Fund or the Offshore Feeder Fund (as applicable), (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 order to comply with any fiscal, statutory or official requirement (whether or not having the force of law), (v) is necessary to admit one or more additional Limited Partners or withdraw one or more Limited Partners in accordance with the terms of the LP Agreements, (vi) does not have a material adverse effect on the Limited Partners, (vii) is effected to correct any inconsistencies with the Master Fund LPA or (viii) addresses changes in financial, regulatory or tax legislation, including addressing the implementation of regulations or rules related to FATCA, which amendment may include reorganizing or reconstituting the Onshore Feeder Fund, but only to the extent such amendment does not materially adversely affect the economic returns of the Limited Partners; provided that no such amendment shall impose upon any Limited Partner any obligation to make any payment beyond its total Capital Commitment or to accept any liability in respect thereof, except as provided in the Onshore Feeder LP Agreement or the Subscription Agreement. The foregoing proviso will not be subject to amendment without the unanimous consent of the Limited Partners. Notwithstanding the above, the General Partner may in its discretion (x) make any appropriate modifications if unanticipated events might otherwise cause the Onshore Feeder LP Agreement not to comply with section 704(b) of the Code and the Treasury regulations thereunder and (y) modify the manner in which the capital accounts or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Limited Partners. Any other modification of the Onshore Feeder LP Agreement requires 29 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108158 CONFIDENTIAL SONY GM_00254342 EFTA01451514