EFTA01452163.pdf

SOF 111- 1081 Southern Financial LLC NOT BEEN APPROVED BY THE SECURITIES COMMISSION, MALAYSIA, AND THIS MEMORANDUM AND ANY OTHER OFFERING DOCUMENTS IN RELATION TO THE FEEDER FUNDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES COMMISSION, MALAYSIA. ACCORDINGLY, NO PERSON MAY ISSUE OR CAUSE TO BE ISSUED THIS MEMORANDUM OR ANY AMENDMENT OR SUPPLEMENT HERETO OR ANY OTHER INVITATION, ADVERTISEMENT OR DOCUMENT RELATING TO THE FEEDER FUNDS IN MALAYSIA AND NO PERSON MAY OFFER FOR SUBSCRIPTION OR PURCHASE ANY OF THE INTERESTS DIRECTLY OR INDIRECTLY TO ANYONE IN MALAYSIA. NOTICE TO RESIDENTS OF MEXICO THE INTERESTS ARE BEING SOLD BASED ON THE PROVISIONS OF ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES) WHICH PROVIDES AN EXEMPTION FROM THE APPROVAL AND REGISTRATION REQUIREMENTS OF THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISION NACIONAL BANCARIA Y DE VALORES) (THE "CNBV"). THE INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE CNBV AND ARE NOT BEING AND MAY NOT BE PUBLICLY OFFERED IN MEXICO. UNDER ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW, ONLY INSTITUTIONAL INVESTORS (INVERSIONISTAS INSTITUCIONALES) OR QUALIFIED INVESTORS (INVERSIONISTAS CALIFICADOS), AS SUCH TERMS ARE DEFINED BY APPLICABLE MEXICAN LAW AND REGULATION OR INVESTORS IN CERTAIN OTHER LIMITED CIRCUMSTANCES, MAY PURCHASE THE INTERESTS. THE INFORMATION CONTAINED IN THIS MEMORANDUM IS THE SOLE RESPONSIBILITY OF THE GENERAL PARTNER AND HAS NOT BEEN REVIEWED OR APPROVED BY THE CNBV. NOTICE TO RESIDENTS OF OMAN THE INTERESTS, THIS MEMORANDUM OR ANY OFFERING MATERIAL RELATING TO THE INTERESTS MAY NOT BE MARKETED OR DISTRIBUTED TO ANY PERSON IN OMAN OTHER THAN BY AN ENTITY LICENSED TO MARKET NON-OMANI SECURITIES BY THE CAPITAL MARKET AUTHORITY AND THEN ONLY IN ACCORDANCE WITH ANY TERMS AND CONDITIONS OF SUCH LICENSE. BY RECEIVING THIS MEMORANDUM, THE PERSON OR ENTITY TO WHOM IT HAS BEEN ISSUED AND SENT UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THIS MEMORANDUM HAS NOT BEEN APPROVED BY THE CAPITAL MARKET AUTHORITY (THE "OCMA") OR ANY OTHER REGULATORY BODY OR AUTHORITY IN OMAN, NOR HAS ANY AUTHORIZATION, LICENSE OR APPROVAL BEEN RECEIVED FROM THE OCMA OR ANY OTHER REGULATORY AUTHORITY IN OMAN, TO MARKET, OFFER, SELL, OR DISTRIBUTE THE INTERESTS WITHIN OMAN. NOTICE TO RESIDENTS OF PEOPLE'S REPUBLIC OF CHINA. THIS MEMORANDUM HAS NOT BEEN FILED WITH, APPROVED BY THE CHINA SECURITIES REGULATORY COMMISSION OR ANY OTHER REGULATORY AUTHORITY IN THE PEOPLE'S REPUBLIC OF CHINA AND THE INTERESTS DESCRIBED IN THIS MEMORANDUM AND THE RELATED DOCUMENTS HAVE NOT AND SHALL NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE PEOPLE'S REPUBLIC OF CHINA. THIS MEMORANDUM AND THE RELATED DOCUMENTS DO NOT AND ARE NOT INTENDED TO CONSTITUTE A PUBLIC OFFERING, AS DEFINED BY THE PRC SECURITIES LAW (AS AMENDED), IN THE PEOPLE'S REPUBLIC OF CHINA AND SHOULD NOT BE CONSTRUED AS SUCH. NO MARKETING ACTIVITIES, ADVERTISEMENTS OR PUBLIC INDUCEMENTS HAVE BEEN OR WILL BE CARRIED OUT BY THE FEEDER FUNDS TO THE GENERAL PUBLIC WITHIN THE PEOPLE'S REPUBLIC OF CHINA IN RELATION TO THE FEEDER FUNDS. THIS MEMORANDUM IS INTENDED SOLELY FOR THE USE OF THE PERSON TO WHOM IT HAS BEEN DELIVERED FOR THE PURPOSE OF EVALUATING A POSSIBLE INVESTMENT BY THE RECIPIENT IN THE INTERESTS DESCRIBED HEREIN AND IS NOT TO BE REPRODUCED OR DISTRIBUTED TO ANY OTHER PERSONS (OTHER THAN PROFESSIONAL ADVISERS OF THE PROSPECTIVE INVESTOR RECEIVING THIS MEMORANDUM). FOR THE 1-7 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0 109064 CONFIDENTIAL SDNY_GM_00255248 EFTA01452163