SOF 111- 1081 Southern Financial LLC CONFIDENTIAL PRIVATE OFFERING MEMORANDUM Copy no. Secondary Opportunities Fund III Private Client Feeder Fund (U.S.), L.P. Secondary Opportunities Fund Ill Private Client Feeder Fund (International), L.P. Private Placement of Limited Partnership Interests in Secondary Opportunities Fund III Private Client Feeder Fund (U.S.), L.P. and Secondary Opportunities Fund III Private Client Feeder Fund (International), L.P. January 2014 Any distribution or reproduction of all or any part of this memorandum, or the divulgence of its contents other than as specifically set forth herein, is unauthorized. There is no market for the interests offered by this memorandum and none is expected to develop. The interests offered by this memorandum are not redeemable at the option of their holders and the holders will not have the right to withdraw their capital. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108118 CONFIDENTIAL SDNY_GM_00254302 EFTA01451494