SOF III - 1081 Southern Financial LLC The Offshore Feeder Fund has only recently been organized and has no financial or operating history. No U.S. or non-U.S. agency has passed upon the Interests or made any finding or determination as to the fairness of an investment in the Offshore Feeder Fund. The Offshore Feeder Fund will (i) not be registered under the 1940 Act, (ii) issue illiquid securities that are not registered under the Securities Act or any U.S. State or non-U.S. laws and (iii) will not register under the Securities Exchange Act of 1934. There are risks of loss of a Limited Partner's entire investment incident to the purchase of the Interests in the Offshore Feeder Fund. The Offshore Feeder LP Agreement contains substantial restrictions on the transferability of the interests. Limited Partners will have no right to withdraw from the Offshore Feeder Fund except as specifically provided in the Offshore Feeder LP Agreement. Cayman Islands Mutual Funds Law. As the Interests in the Offshore Feeder Fund may not be redeemed at the option of its Limited Partners, the Offshore Feeder Fund is not required to be registered as a mutual fund under the Mutual Funds Law (2011 Revision) of the Cayman Islands (the "Mutual Funds Law") because it is a "closed-ended" fund and does not carry on business as a mutual fund as defined under the Mutual Funds Law. The Offshore Feeder Fund shall not carry on or attempt to carry on business in or from the Cayman Islands as a mutual fund as defined by the Mutual Funds Law without first complying with the provisions of the Mutual Funds Law. The Offshore Feeder Fund's activities are not approved or guaranteed by the Cayman Islands Monetary Authority or by the Cayman Islands Government and the Cayman Islands Monetary Authority has no obligation to any Investor as to the performance or credit worthiness of the Offshore Feeder Fund. The Cayman Islands Monetary Authority shall not be liable for any losses or defaul