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a Certificate of Limited Partnership

Delaware

U.S.

the Limited Partners

L.P.

State

SOUTHERN FINANCIAL

L.P. Amended

Christopher Maranto

New Castle County

the State of Delaware

Cayman Islands

the Office of the Secretary of

Certificate of Limited Partnership

Suite

affiliates

B. Secondary Opportunities Fund III Private Client Feeder Fund

Stuarts Corporate Services Ltd.

the General Partner

the Master Fund's

the Initial Closing Date

the Cayman Islands

the "Initial Limited Partner

the Funding Reserve

the State of Delaware

the Office of the Secretary of State