SOF III - 1081 Southern Financial LLC Section 10: Certain Legal. ERISA and Tax Considerations Secondary Opportunities Fund III. LP investments (or if any transaction were to be characterised as a trading rather than as an investment transaction), the tax treatment outlined here would not necessarily apply. The Fund should be treated for UK tax purposes as a partnership and the following summary is based on that assumption. HM Revenue & Customs will not treat the Fund as a separate taxable entity for UK income and capital gains tax purposes. Instead, the income and capital gains or losses of the Fund will be treated as those of the Investors as and when they arise. For this purpose, HM Revenue & Customs generally regards each Investor as owning a fractional share of each of the Fund's underlying assets in a way which reflects the Investor's profit-sharing ratio. Where a Fund Secondary Investment or Direct Secondary Investment is itself treated as tax transparent for UK tax purposes (as in the case of a partnership), HM Revenue & Customs will generally look through that investment to its underlying assets. Each Investor will be solely responsible for paying the tax due on its own share of the Fund's income and gains. Investors will be required to include their share of such income and gains in their own tax returns. The Fund may be required to complete and file a partnership return to aid the assessment of the Investors. Any Investor may be required to provide such information as may reasonably be required to facilitate the assessment to income tax or corporation tax of any Investor liable to be so assessed. Investors who are not resident in the UK and who hold their Interest as part of a trade (e.g.. financial traders. such as banks). may be treated as carrying on that part of that trade in the UK through a UK representative. which can be assessed to UK tax on the profits of such Investor. In those circumstances, the General Partner will be entitle