SOF III - 1081 Southern Financial LLC to comply with an exception to the look-through provisions of the Plan Asset Provisions, the assets of the Onshore Feeder Fund may be treated as plan assets for purposes of ERISA or Section 4975 of the Code, in which event the General Partner and the Investment Manager (and any other person with discretionary authority with respect to the assets of the Onshore Feeder Fund) could be treated as a fiduciary with respect to the portion of the assets of the Onshore Feeder Fund deemed to be plan assets and all transactions of the Onshore Feeder Fund would be subject to the prohibited transaction provisions of ERISA and/or Section 4975 of the Code, which may restrict the Onshore Feeder Fund from engaging in certain transactions that may otherwise be beneficial to the Onshore Feeder Fund. Additional Considerations for Investments Through the Offshore Feeder Fund In addition to the considerations set forth in the previous section, which Investors investing through the Offshore Feeder Fund should consider, there are additional ERISA implications for Investors investing in the Onshore Feeder Fund through the Offshore Feeder Fund. Unlike the Onshore Feeder Fund, the Offshore Feeder Fund may be considered an ERISA plan asset entity within the meaning of ERISA. However, because the Offshore Feeder Fund's sole purpose is to invest in the Onshore Feeder Fund, and no discretion is being exercised by the General Partner or the Offshore Feeder Administrator with respect to the assets invested in the Offshore Feeder Fund, neither the General Partner of the Offshore Feeder Fund nor the Offshore Feeder Administrator will be considered a fiduciary to the ERISA plans invested through the Offshore Feeder Fund. Each investor in the Offshore Feeder Fund will be required to make certain representations to confirm its understanding and agreement with respect to the foregoing. The U.S. Department of Labor may disagree with this positi