SOF III - 1081 Southern Financial LLC "Offshore Feeder Fund" means Secondary Opportunities Fund III Private Client Feeder Fund (International), L.P., a Cayman Islands exempted limited partnership that may be formed to invest substantially all of its assets in the Partnership. Notwithstanding anything to the contrary in this Agreement, the General Partner may apply Section 3.04, Section 4.06 and Section 5.03 of this Agreement to the limited partners of the Offshore Feeder Fund on a look-through basis, as if such limited partner had a direct interest in the Partnership. "Onshore Feeder Fund" has the meaning set forth in paragraph B of the recitals to this Agreement. "Onshore Feeder Fund Management Fees" means the management fee payable by the Partnership to the Investment Manager under the Investment Management Agreement. During the Investment Period, the Onshore Feeder Fund Management Fees shall be an aggregate amount, calculated with respect to each Limited Partner equal to 0.75% per annum, of the Capital Commitment of such Limited Partner. From the termination of the Investment Period until the second anniversary of the termination of the Investment Period, the Onshore Feeder Fund Management Fees shall be an aggregate amount, calculated with respect to each Limited Partner equal to 0.50% per annum of the Invested Capital of such Limited Partner. Thereafter, until the last day of the Term (including any extension thereof), the Onshore Feeder Fund Management Fees shall be an aggregate amount, calculated with respect to each Limited Partner of the greater of (A) 90% of the Onshore Feeder Fund Management Fees attributable to such Limited Partner for the immediately preceding year and (B) 0.20% of the Invested Capital of such Limited Partner. Notwithstanding anything to the contrary in this Agreement, the Investment Manager may, in its discretion, waive all or part of the Onshore Feeder Fund Management Fees in respect of any Limited Partner. "Ope