SOF III - 1081 Southern Financial LLC Annex A to Subscription Agreement FEES AND EXPENSES "Organizational Expenses" include (i) all costs of organizing the Onshore Feeder Fund and the Offshore Feeder Fund (including, but not limited to, legal and accounting fees (including legal fees of the Master Fund to the extent that such fees are incurred in connection with the Onshore Feeder Fund's direct investment, or the Offshore Feeder Fund's indirect investment, in the Master Fund), tax advisory expenses, start-up expenses (including set up costs), expenses of the General Partner (including start-up expenses of the General Partner), and custodial, administrative and printing costs), and (ii) costs associated with the offering of Interests in the Feeder Funds not borne by the Placement Agents (including marketing and marketing-related travel costs incurred by the Investment Manager, the Placement Agents and their affiliates and printing costs and certain legal and third-party provider costs, but excluding any Placement Fee charged by any Placement Agent, which is in addition to, and apart from, a Limited Partner's Capital Commitment). Organizational Expenses charged to the Onshore Feeder Fund are expected to be approximately $800,000 in the aggregate and will be borne pro raw by all Limited Partners in the Onshore Feeder Fund (including the Offshore Feeder Fund). "Operating Expenses" include costs and expenses associated with the ongoing operations of the Onshore Feeder Fund, including, without limitation, administrative fees and expenses (including, without limitation, fees and expenses relating to online reporting), legal and recording fees and expenses, any interest, fees and expenses payable in respect of any credit facility entered into by the Onshore Feeder Fund, accounting, audit and tax preparation and other third-party provider expenses, including expenses related to tax reporting including under the U.S. Foreign Account Tax Compliance provis