SOF 111- 1081 Southern Financial LLC IMPORTANT INFORMATION THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM (INCLUDING THE APPENDICES HERETO, THIS "MEMORANDUM-) IS BEING CIRCULATED ON A CONFIDENTIAL BASIS FOR INFORMATIONAL PURPOSES ONLY BY DEUTSCHE BANK TRUST COMPANY AMERICAS (THE "INVESTMENT MANAGER') TO A LIMITED NUMBER OF PROSPECTIVE ELIGIBLE INVESTORS (-INVESTORS"). INVESTORS SHOULD READ THIS MEMORANDUM AND ANY SUPPLEMENT THERETO CAREFULLY BEFORE DECIDING WHETHER TO PURCHASE LIMITED PARTNERSHIP INTERESTS (THE "INTERESTS") IN SECONDARY OPPORTUNITIES FUND III PRIVATE CLIENT FEEDER FUND (U.S.), L.P., A DELAWARE LIMITED PARTNERSHIP (THE "ONSHORE FEEDER FUND') OR SECONDARY OPPORTUNITIES FUND III PRIVATE CLIENT FEEDER FUND (INTERNATIONAL), L.P., A CAYMAN ISLANDS EXEMPTED LIMITED PARTNERSHIP, (THE "OFFSHORE FEEDER FUND') (EACH, A "FEEDER FUND" AND TOGETHER, THE "FEEDER FUNDS'). THE SOLE OBJECTIVE OF THE ONSHORE FEEDER FUND WILL BE TO INVEST IN SECONDARY OPPORTUNITIES FUND III, LP (THE "MASTER FUND'). A COPY OF THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM OF THE MASTER FUND, DATED DECEMBER 2013, AND AS IT MAY BE FURTHER AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME, (THE "MASTER FUND OFFERING MEMORANDUM") IS ATTACHED AS APPENDIX A TO THIS MEMORANDUM AND THE LIMITED PARTNERSHIP AGREEMENT OF THE MASTER FUND (AS IT MAY BE REVISED, FINALIZED AND/OR AMENDED, THE 'MASTER FUND PARTNERSHIP AGREEMENT') IS ATTACHED AS APPENDIX B TO THIS MEMORANDUM. THIS MEMORANDUM IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MASTER FUND OFFERING MEMORANDUM, THE LIMITED PARTNERSHIP AGREEMENT OF THE ONSHORE FEEDER FUND (AS IT MAY BE REVISED, FINALIZED AND/OR AMENDED, THE -ONSHORE FEEDER LP AGREEMENT"), THE LIMITED PARTNERSHIP AGREEMENT OF THE OFFSHORE FEEDER FUND (AS IT MAY BE REVISED, FINALIZED AND/OR AMENDED, THE "OFFSHORE FEEDER LP AGREEMENT") AND THE MASTER FUND PARTNERSHIP AGREEMENT. INVESTORS SHOULD PAY PARTICULAR ATTENTION TO THE INFORMATION SET FORTH UNDER TH