EFTA Document EFTA01451511

SOF III - 1081 Southern Financial LLC entered into by the Onshore Feeder Fund. "Investment Fund Expenses" include (i) any management fee (the "Master Fund Management Fee") payable by the Onshore Feeder Fund in respect of the Onshore Feeder Fund being a limited partner of the Master Fund (i.e., the General Partner's Share (as defined in the Master Fund Partnership Agreement)), any organizational and operational expenses of the Master Fund and carried interest payable in respect of the Mas