SOF III - 1081 Southern Financial LLC CERTAIN LEGAL CONSIDERATIONS The offer and sale of the Interests in certain jurisdictions may be restricted by law, and an investment in the Onshore Feeder Fund or the Offshore Feeder Fund may involve legal requirements, non-U.S. exchange restrictions and tax considerations unique to the Investor. The Interests are not registered under the securities laws of any jurisdiction and are being offered solely in a private placement. The Interests are not transferable, except with the prior written consent of the General Partner or the Investment Manager, in its sole discretion. The Onshore Feeder Fund is governed by Delaware law. The Offshore Feeder Fund is governed by Cayman Islands law. None of the Placement Agents, the General Partner, the Investment Manager, Deutsche Bank or any of their respective affiliates makes any representation with respect to whether any holder of Interests is permitted to hold such Interests. Interests that are acquired by any person, in any transaction or otherwise held by any person, in violation of applicable law, as determined by the General Partner in its sole discretion, may be mandatorily redeemed at no value or compulsorily transferred on such terms and conditions as the Investment Manager deems appropriate. Prospective purchasers should consult their own legal and tax advisors regarding such considerations prior to making an investment decision. Limited Partners of the Onshore Feeder Fund have certain rights to remove the Investment Manager and the General Partner as set forth in the Onshore Feeder LP Agreement. See "Summary of Terms - Removal of the Investment Manager" and "- Removal of the General Partner." Many jurisdictions are in the process of changing or creating anti-money laundering, embargo and trade sanctions, or similar laws, regulations, requirements (whether or not with force of law) or regulatory policies and many financial intermediaries are in the process