EFTA Document EFTA01452159

SOF 111- 1081 Southern Financial LLC NOTICE TO RESIDENTS OF BRAZIL THE INTERESTS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (COMISSAO DE VALORES MOBILMRIOS). THE INTERESTS MAY NOT BE OFFERED OR SOLD IN BRAZIL, EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFERING OR UNAUTHORIZED DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS. THE INTERESTS ARE NOT BEING OFFERED IN BRAZIL. DOCUMENTS RELATING TO THE OFFERING OF THE INTERESTS, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL. NOR BE USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE INTERESTS TO THE PUBLIC IN BRAZIL. NOTICE TO RESIDENTS OF THE CAYMAN ISLANDS LIMITED PARTNERSHIP INTERESTS MAY BE BENEFICIALLY OWNED BY PERSONS RESIDENT. DOMICILED, ESTABLISHED, INCORPORATED OR REGISTERED PURSUANT TO THE LAWS OF THE CAYMAN ISLANDS. THE FEEDER FUNDS, HOWEVER, WILL NOT UNDERTAKE BUSINESS WITH THE PUBLIC IN THE CAYMAN ISLANDS OTHER THAN SO FAR AS MAY BE NECESSARY FOR THE CARRYING ON OF THE BUSINESS OF THE FEEDER FUNDS EXTERIOR TO THE ISLANDS. PUBLIC FOR THESE PURPOSES DOES NOT INCLUDE A SOPHISTICATED PERSON, A HIGH NET WORTH PERSON, A COMPANY, PARTNERSHIP OR TRUST OF WHICH THE SHAREHOLDERS, UNIT HOLDERS OR LIMITED PARTNERS ARE EACH A SOPHISTICATED PERSON, A HIGH NET WORTH PERSON ANY EXEMPTED OR ORDINARY NON-RESIDENT COMPANY REGISTERED UNDER THE COMPANIES LAW (2013 REVISION) OR A FOREIGN COMPANY REGISTERED PURSUANT TO THE PROVISIONS OF THE COMPANIES LAW (2013 REVISION) OR ANY SUCH COMPANY ACTING AS GENERAL PARTNER OF A PARTNERSHIP REGISTERED PURSUANT TO THE PROVISIONS OF THE EXEMPTED LIMITED PARTNERSHIP LAW (2013 REVISION) OR ANY DIRECTOR OR OFFICER OF THE SAME ACTING IN SUCH CAPACITY OR THE TRUSTEE OF ANY TRUST REGISTERED OR CAPABLE OF REGISTERING PURSUANT TO THE PROVISIONS OF THE TRUSTS LAW (AS REVISED). NOTICE TO RESIDENTS OF CHILE THE FEEDER FUNDS AND THE INTERESTS ARE NOT REGISTERED IN THE SECURITIES REGISTRY MAINTAINED BY THE CHILEAN SECURITIES AND INSURANCE SUPERINTENDENCY (SUPERINTENDENCIA DE VALORES Y SEGUROS DE CHILE) (THE "SVS") PURSUANT TO THE CHILEAN SECURITIES MARKET LAW 18,045, OR SUBJECT TO THE SUPERVISION OF THE SVS. ACCORDINGLY, THE INTERESTS MAY NOT BE OFFERED IN CHILE EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFER OF SECURITIES IN CHILE WITHIN THE MEANING OF ARTICLE 4 OF THE CHILEAN SECURITIES MARKET LAW 18,045, AS AMENDED AND RESTATED, AND SUPPLEMENTAL RULES ENACTED THEREUNDER. THIS MEMORANDUM IS CONFIDENTIAL AND PERSONAL TO EACH OFFEREE AND DOES NOT CONSTITUTE AN OFFER TO ANY OTHER PERSON OR TO THE PUBLIC IN GENERAL TO SUBSCRIBE FOR OR OTHERWISE TO ACQUIRE THE INTERESTS. DISTRIBUTION OF THIS MEMORANDUM TO ANY PERSON OTHER THAN THE OFFEREE IS UNAUTHORIZED, AND ANY DISCLOSURE OF ANY OF THE CONTENT OF THIS MEMORANDUM WITHOUT THE GENERAL PARTNER'S PRIOR WRITTEN CONSENT IS PROHIBITED. EACH PROSPECTIVE INVESTOR, BY ACCEPTING THE DELIVERY OF THE MEMORANDUM, AGREES TO THE FOREGOING AND WILL NOT FORWARD THIS MEMORANDUM OR MAKE PHOTOCOPIES OF THE MEMORANDUM OR ANY DOCUMENTS REFERRED TO HEREIN. THE GENERAL PARTNER RESERVES THE RIGHT TO REJECT ANY OFFER TO PURCHASE, IN WHOLE OR IN PART, AND FOR ANY REASON, THE INTERESTS OFFERED HEREBY. THE GENERAL 1-3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0 109060 CONFIDENTIAL SDNY_GM_00255244 EFTA01452159