Southpoint Capital Advisors, LP along with its affiliates and service providers, (collectively referred to herein as "Southpoint Capital," "we," or "us") provide the information on this Website (the "Website") as a service to our customers and other visitors to be used for informational purposes only. This Agreement on the Terms and Conditions of Use (this "Agreement") describes the terms and conditions under which Southpoint Capital will permit persons who visit this Website to use the site and the services that we make available on or through it (the "Services"), including, without limitation, (1) persons who are authorized to use specified secure areas of this site ("Authorized Users") and (2) other persons who visit the Website but who are not authorized to use such secure areas. Please read this Agreement carefully and refer to it as often as necessary. This Agreement provides all of the applicable Southpoint Capital requirements and comprises the entire agreement between you and Southpoint Capital with respect to the Website and the Services.

If you are an Authorized User, your user name and password will be your identity for purposes of interacting with the Website. You will use your password solely in accordance with this Agreement and notify Southpoint Capital if you learn of or suspect any loss, theft or unauthorized use of your password. You agree not to use the Website for any unlawful purpose. You agree not to attempt to gain access to any area of the Website and any information for which you have not previously received authorization in writing. You also acknowledge and agree that Southpoint Capital has put into place security measures designed to prevent unauthorized access to the information of other Authorized Users, and should you gain access to any information for which you have not received prior authorization, you will not view, download, print, harvest or collect, or attempt to view, download, print, harvest or collect, any such information. You also agree that you will not upload or attempt to upload any content (including text, communications, software, images, sounds, data, or other information) that contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party. You acknowledge and agree that, although Southpoint Capital has implemented and uses its best efforts to maintain security measures designed to prevent the unauthorized access by visitors and other Authorized Users to the information that you are authorized to access and use, no security measures are available that can be 100% guaranteed to prevent such unauthorized access. Southpoint Capital therefore does not warrant that such security measures will prevent such unauthorized access in each and every instance. You further agree that you will not harvest or collect, or attempt to harvest or collect, information about other Authorized Users and other visitors to the Website or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications.

The Website may link you to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of Southpoint Capital, and you acknowledge that Southpoint Capital is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by Southpoint Capital or any association with its operators.

You acknowledge and agree that all content and materials available on the Website are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as may be expressly authorized by Southpoint Capital under a separate written agreement, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. Notwithstanding the foregoing sentence, and unless Southpoint Capital grants you broader rights under such separate written agreement, you are granted a limited license to print or download one copy of the materials or content on the Website on any single computer for your personal, non-commercial use, provided you keep intact all copyright and other proprietary notices; subject, however, to any express terms and conditions displayed with such materials or content. Systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Southpoint Capital is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited. Except as expressly provided above, all rights are reserved. As discussed above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on the Website is strictly prohibited without the express written permission of Southpoint Capital or as provided in a separate written agreement with Southpoint Capital. Among other things, except to the extent required for the limited purpose of reviewing material on the Website, electronic reproduction, adaptation, distribution, performance or display is prohibited. Use of any of Southpoint Capital's trademarks as metatags on other Websites also is strictly prohibited. You may not display this Website in frames (or any of the content or materials via in-line links) without our express written permission. Permission to use certain content or materials is granted only when certain limited criteria are met. Southpoint Capital uses the personally identifiable information that it gathers primarily to communicate with you and, generally, it does not share this information with third parties. The Privacy Policy (below) is applicable to your use of the Website and communications with Southpoint Capital. We are required by federal regulations to adopt certain procedures designed to maintain and secure the non-public personal information of our clients from inappropriate disclosure to third parties. The Privacy Policy (below) is designed to meet the standards set forth in the federal regulations and is applicable to your use of the Website. We are committed to keeping personal information collected from potential, current and former clients confidential and secure. The proper handling of personal information is one of our highest priorities. We never sell information relating to our clients to any outside third parties.

Client Information

We collect and keep only information that is necessary for us to provide advisory services requested by our clients and to administer clients' business with us. Non-public personal information is financial and any other information about our investors that is non-public and personally identifiable such as, among other things, name, address, date of birth and social security number. Such information may also include other information such as you (i) assets, (ii) investments, (iii) transaction history, (iv) income, (v) sources of your funds, and (vi) wire transfer instructions. Non-public personal information about you is typically collected from the following sources: (1) Information the Partnership receives from a Subscriber in Subscription Documents; (2) Investor questionnaires, or other similar documents or forms; (3) Information about a Subscriber’s transactions with the Partnership, including information about a Subscriber’s capital account; (4) Information about a Subscriber from a representative of the Subscriber, such as a financial advisor; and (5) Information the Partnership may receive from a consumer reporting agency.

Internet Access

We intend to provide a website on the Internet. Any information gathered through our website will be treated in accordance with this Privacy Policy.

Employee Acess to Information

Only employees with a valid business reason have access to clients' personal information. These employees are educated on the importance of maintaining the confidentiality and security of this information. They are required to abide by our information handling practices.

Protection of Information

We maintain security standards to protect clients' information, whether written, spoken, or electronic. We update and check our systems to ensure the protection and integrity of information.

Maintaining Accurate Information

Our goal is to maintain accurate, up to date client records, including making timely corrections of inaccurate information.

E-Mail

Should clients send us questions and comments via e-mail, we will share the client's correspondence only with those employees or agents most capable of addressing the client's questions and concerns.
We will retain all written communication until we have done our very best to provide the client with a complete and satisfactory response. Ultimately, we will either discard the communication or archive it according to the requirements under applicable securities laws.
Although every attempt will be made to keep client information confidential, from a technical standpoint, there is still a risk. For that reason, please do not use e-mail to communicate information to us that you consider confidential. If the client wishes, communications with us may be conducted via telephone or by facsimile.



6. PRIVACY POLICY

Southpoint Capital uses the personally identifiable information that it gathers primarily to communicate with you and, generally, it does not share this information with third parties. Set forth below in this section 6 is a summary of our Privacy Policy which is applicable to your use of the website and communications with Southpoint Capital. We are required by federal regulations to adopt certain procedures designed to maintain and secure the non-public personal information of its clients from inappropriate disclosure to third parties. The following Privacy Policy is designed to meet the standards set forth in the federal regulations and is applicable to your use of the website. We are committed to keeping personal information collected from potential, current and former clients confidential and secure. The proper handling of personal information is one of our highest priorities. We never sell information relating to our clients to any outside third parties.

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE (THE "CONTENT") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. SOUTHPOINT CAPITAL AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF THE CONTENT WILL NOT OCCUR; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE WEBSITE IS SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

UNDER NO CIRCUMSTANCES WILL SOUTHPOINT CAPITAL, ITS SUBSIDIARIES AND OTHER AFFILIATED COMPANIES, AND THE EMPLOYEES, CONTRACTORS, OFFICERS, AND DIRECTORS, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE, OR THE UNAUTHORIZED ACCESS TO OR THE MISAPPROPRIATION OF ANY CONTENT MADE AVAILABLE ON OR THROUGH THE WEBSITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SOUTHPOINT CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOUTHPOINT CAPITAL'S LIABILITY IN SUCH JURISDICTIONS WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Upon a request by Southpoint Capital, you agree to defend, indemnify, and hold harmless Southpoint Capital, its subsidiaries and other affiliated companies, and the employees, contractors, officers, and directors of each of them from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of the Website. Southpoint Capital reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Southpoint Capital in asserting any available defenses.

Southpoint Capital makes no representation that materials on the Website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Website from other locations do so on their own initiative and are responsible for compliance with local laws.

This Agreement will be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement or your use of the Website will be filed only in the state or federal courts located in the State of New York, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

All disputes arising out of or relating to this Agreement or your use of the Website ("Disputes") will be settled by final and binding arbitration conducted in New York, New York, by a neutral arbitrator, in accordance with this Agreement and the then-current commercial arbitration rules of the American Arbitration Association. Each party will bear its own expenses, except that the prevailing party may recover the filing costs and the expenses of the arbitrator from the other party. Any award of the arbitrator will be in writing and will state the reasons for the award. Judgment upon an award may be entered in any court having competent jurisdiction. The arbitrator will not have the power to order pre- hearing discovery of documents or the taking of depositions, but may compel attendance of witnesses and the production of documents at the hearing. The parties, their representatives and participants and the arbitrator will hold the existence, content and result of the arbitration in confidence, except to the limited extent necessary to enforce a final settlement agreement or to obtain or enforce a judgment on an arbitration decision and award. Any Disputes relating to your failure to pay billed charges for the Services are exempt from the requirement of binding arbitration. You agree that Southpoint Capital will be entitled to obtain preliminary injunctive relief to enforce any of the terms of this Agreement against you pending a final determination in arbitration.

Unless otherwise specified herein, this Agreement under which you are authorized to use the Services (as such obligations are set forth in Section 1), constitutes the entire agreement between you and Southpoint Capital with respect to the Website and the Services, and supersedes all other prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Southpoint Capital with respect to the Website and the Services. If any part of this Agreement is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.

Southpoint Capital reserves the right, in its sole discretion, to terminate your access to all or part of the Website, with or without notice.