EFTA Document EFTA01451869

SOF III - 1081 Southern Financial LLC Offering Persons" ("Non-U.S. Persons") as defined in Rule 902 of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act") and not U.S. Holders (as defined below), or (B) U.S. tax-exempt investors that do not wish to receive UBTI but that are willing to have their income from an investment in the Offshore Feeder Fund potentially be subject to greater rates of withholding or other taxes as compared to the Onshore Feeder Fu