SOF III - 1081 Southern Financial LLC 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. Unlike the Onshore Feeder Fund, the Offshore Feeder Fund may be considered an ERISA plan asset entity within the meaning of ERISA, but since 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 (in its capacity as general partner of the Offshore Feeder Fund) or the Offshore Feeder Administrator, and neither its general partner nor the Offshore Feeder Administrator will be considered a fiduciary to the ERISA plans invested through the Offshore Feeder Fund. The Department of Labor may disagree with this position, in which event the General Partner (and any other person with discretionary authority with respect to the assets of the Master Fund) could be treated as a fiduciary with respect to the portion of the assets of the Offshore Feeder Fund and 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. See Section 3, "Regulatory and Tax Considerations — ERISA Considerations." Side Letters. The Feeder Funds and/or the General Partner may enter into other written agreements ("Side Letters") with one or more Limited Partners of the Feeder Funds. These Side Letters may entitle a Limited Partner to make an investment in a Feeder Fund on terms other than those described herein, in the LP Agreements, and in the Subscription Agreements. Any such terms, including with respec