SOF 111- 1081 Southern Financial LLC AND THEREFORE, INVESTORS IN THE OFFSHORE FEEDER FUND) WILL BEAR FEES AND EXPENSES INCIDENT TO HOLDING AN INTEREST IN THE ONSHORE FEEDER FUND. SUCH FEES AND EXPENSES WILL FURTHER REDUCE NET RETURNS TO INVESTORS IN THE FEEDER FUNDS. WITH RESPECT TO ANY DISCUSSION IN THIS MEMORANDUM RELATING TO THE MASTER FUND, THE MASTER FUND GENERAL PARTNER, THE SECOND MASTER FUND GENERAL PARTNER, THE MASTER FUND MANAGER, THEIR RESPECTIVE AFFILIATES AND ANY OF THEIR RESPECTIVE INVESTMENT ACTIVITIES, INVESTMENT RECORDS, OR THE TERMS OF THE OPERATING AGREEMENTS THEREOF, PROSPECTIVE INVESTORS SHOULD REVIEW CAREFULLY THE TERMS OF THE MASTER FUND OFFERING MEMORANDUM AND THE DOCUMENTS REFERENCED THEREIN, INCLUDING THE MASTER FUND PARTNERSHIP AGREEMENT. TO THE EXTENT OF ANY INCONSISTENCY BETWEEN THIS MEMORANDUM AND THE MASTER FUND OFFERING MEMORANDUM WITH RESPECT TO THE DISCUSSION REFERENCED ABOVE, THE MASTER FUND OFFERING MEMORANDUM SHALL BE DEEMED TO CONTROL. TO THE EXTENT OF ANY INCONSISTENCY BETWEEN THE MASTER FUND OFFERING MEMORANDUM AND THE MASTER FUND PARTNERSHIP AGREEMENT, THE TERMS OF THE MASTER FUND PARTNERSHIP AGREEMENT SHALL CONTROL. THIS MEMORANDUM CONTAINS FORWARD-LOOKING STATEMENTS, WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS WAY," "SEEK," "EXPECT," "ESTIMATE," OR "BELIEVE,' OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS ABOUT BELIEFS AND EXPECTATIONS. ANY STATEMENT IN THIS MEMORANDUM THAT CONTAINS INTENTIONS, BELIEFS, EXPECTATIONS OR PREDICTIONS (AND THE ASSUMPTIONS UNDERLYING THEM) IS A FORWARD-LOOKING STATEMENT. THESE STATEMENTS ARE BASED ON PLANS, ESTIMATES AND PROJECTIONS, AS THEY ARE CURRENTLY AVAILABLE. FORWARD-LOOKING STATEMENTS THEREFORE SPEAK ONLY AS OF THE DATE THEY ARE MADE, AND NONE OF THE PLACEMENT AGENTS, THE FEEDER FUND