EFTA01451758

SOF III - 1081 Southern Financial LLC Confidential SECONDARY OPPORTUNITIES FUND III PRIVATE CLIENT FEEDER FUND (U.S.), L.P. SUBSCRIPTION BOOKLET FOR U.S. TAXABLE INVESTORS This Subscription Booklet is utilized for the private offering of interests (the "Interests') in Secondary Opportunities Fund III Private Client Feeder Fund (U.S.), L.P. (the "Onshore Feeder Fund"). The Onshore Feeder Fund's sole objective is to invest in Secondary Opportunities Fund 111, LP (the "Master Fund'). This Subscription Booklet may be used only by U.S. taxable investors that are "accredited investors" within the meaning given to such twin in Regulation D under the U.S. Securities Act of 1933, as amended (the "Securities Act") and "qualified purchasers" within the meaning given to such term under the Investment Company Act of 1940. as amended (the "1940 Act") and who arc - U.S. Tax Persons" as defined herein or acting for the direct or indirect benefit of one or more U.S. Tax Persons (other than tax-exempt persons). Confidential CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108556 CONFIDENTIAL SONY GM_00254740 EFTA01451758