EFTA01451716

SOF 111- 1081 Southern Financial LLC NOTICE TO CERTAIN NON-U.S. RESIDENTS 77-1/S MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY AN INTEREST IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. ACCORDINGLY, THE INTERESTS MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION, EXCEPT IN ACCORDANCE WITH THE LEGAL REQUIREMENTS APPLICABLE IN SUCH JURISDICTION. INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS ANNEX AS LEGAL, INVESTMENT TAX OR OTHER ADVICE. EACH INVESTOR MUST RELY UPON ITS OWN REPRESENTATIVES. INCLUDING ITS OWN LEGAL COUNSEL, AS TO APPLICABLE LEGAL REQUIREMENTS AND RESTRICTIONS IN ITS JURISDICTION PRIOR TO MAKING ANY INVESTMENT IN AN INTEREST. IT IS THE RESPONSIBILITY OF ALL INVESTORS WISHING TO SUBSCRIBE FOR THE INTERESTS TO INFORM THEMSELVES OF AND TO OBSERVE ALL APPLICABLE LAWS AND REGULATIONS OF ANY RELEVANT JURISDICTION, INCLUDING OBTAINING ANY REQUISITE GOVERNMENTAL OR OTHER CONSENT AND OBSERVING ANY FORMALITIES PRESCRIBED IN SUCH JURISDICTION. INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSAL OF THE INTERESTS, AND ANY EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO. CERTAIN INFORMATION IS SET FORTH WITH RESPECT TO CERTAIN JURISDICTIONS. THE INFORMATION BELOW MAY BE SUPPLEMENTED BASED ON THE JURISDICTION OF ANY INVESTMENT ENTITY. IN ADDITION, INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF AN INVESTMENT IN AND OWNERSHIP OF AN INTEREST RELEVANT TO THEIR INDIVIDUAL CIRCUMSTANCES. NOTICE TO RESIDENTS OF ARGENTINA THIS MEMORANDUM IS HIGHLY CONFIDENTIAL AND HAS BEEN PREPARED BY THE GENERAL PARTNER SOLELY FOR USE IN CONNECTION WITH THE PRIVATE PLACEMENT OF THE INTERESTS. THIS MEMORANDUM IS PERSONAL TO YOU AND DOES NOT CONSTITUTE AN OFFER TO ANY OTHER PERSON OR TO THE PUBLIC GENERALLY TO PURCHASE THE INTERESTS UNDER ARGENTINE APPLICABLE LAWS. DISTRIBUTION OF THIS MEMORANDUM TO ANY PERSON OTHER THAN TO THOSE PERSONS, IF ANY, RETAINED TO ADVISE YOU IN RESPECT THERETO, IS UNAUTHORIZED, AND ANY DISCLOSURE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER, IS PROHIBITED. BY ACCEPTING DELIVERY OF THIS MEMORANDUM YOU AGREE TO THE FOREGOING AND TO MAKE NO PHOTOCOPIES OF THIS MEMORANDUM OR ANY DOCUMENTS REFERRED TO HEREIN, AND, IF YOU DO NOT PURCHASE THE INTERESTS OR THE OFFERING IS TERMINATED, TO RETURN THIS MEMORANDUM AND ALL DOCUMENTS REFERRED TO HEREIN TO THE GENERAL PARTNER. NEITHER THE NATIONAL SECURITIES COMMISSION (COMISION NACIONAL DE VALORES) NOR ANY OTHER ARGENTINE REGULATORY AUTHORITY HAS EITHER VERIFIED THE ACCURACY OF THIS MEMORANDUM OR APPROVED THE PUBLIC OFFERING OF THE INTERESTS IN THE REPUBLIC OF ARGENTINA AND THE INTERESTS MAY NOT BE OFFERED OR SOLD IN ARGENTINA EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFERING UNDER ARGENTINE LAWS AND REGULATIONS. NOTICE TO RESIDENTS OF AUSTRALIA THIS MEMORANDUM IS NOT A FORMAL DISCLOSURE DOCUMENT AND HAS NOT BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION. IT DOES NOT PURPORT TO CONTAIN ALL INFORMATION THAT AN INVESTOR OR THEIR PROFESSIONAL ADVISERS WOULD EXPECT TO FIND IN A PROSPECTUS OR OTHER DISCLOSURE DOCUMENT PREPARED IN ACCORDANCE WITH THE CORPORATIONS ACT 2001 OF AUSTRALIA (THE -AUSTRALIAN CORPORATIONS ACT-) IN RELATION TO THE INTERESTS. CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0108492 CONFIDENTIAL SDNY_GM_00254676 EFTA01451716