EFTA01452027.pdf

SOF III - 1081 Southern Financial LLC Secondary Opportunities Fund III. LP Appendix 'I Notices to Investors in Specific Jurisdictions NOTICES TO CERTAIN INVESTORS The distribution of this Memorandum and the offer and sale of the Interests in certain jurisdictions may be restricted by law. This Memorandum does not constitute, and may not be used for the purposes of. an offer to sell or the solicitation of an offer to buy Interests to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. It is the responsibility of any Investor to satisfy itself as to full compliance with the applicable laws and regulations of any relevant jurisdiction in connection with the acquisition, holding and disposition of an Interest, including obtaining any governmental or other consent and observing any other formality prescribed in such jurisdiction. This Memorandum does not constitute an offer of the Interests to the public and no action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose. This Memorandum may not be distributed in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. To the extent any of the confidentiality provisions contained in some legends below impose greater confidentiality restrictions than those already imposed herein, such additional confidentiality provisions shall be interpreted to apply only to the extent that such provisions are reasonably necessary to comply with the securities laws of the applicable jurisdiction. In the event that the legend below applicable to an investor or prospective investor does not contain any specific confidentiality provision, such investor or prospective investor may not reproduce or distribute this Agreement or any materials provided to the Investor in connection with the marketing of the Interests, in whole or in part, or disclose any of their contents, where such disclosure would violate the securities laws of the applicable jurisdiction. NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA For the purposes of the AIFMD, the Fund will constitute an EU AIF whose AIFM is the Manager, itself an EU AIFM. Each Member State of the European Economic Area is adopting or has adopted legislation implementing the AIFMD into national law. Under the AIFMD, marketing to any investor domiciled or with a registered office in the European Economic Area will be restricted by such laws and no such marketing shall take place except as permitted by such laws. Prior to implementation of the AIFMD into national law, the Interests may only be offered and issued in accordance with applicable laws in relevant member states, and potential investors should ensure they are able to subscribe for an interest in the Partnership in accordance with those laws. Pre-AIFM Authorisation Marketing This Memorandum makes reference to the Manager being authorised by the UK Financial Conduct Authority to the extent required by the EU Alternative Investment Fund Managers Directive and its implementing legislation in the UK (the 'AIFM Authorisation'). Although the Manager has applied for the AIFM Authorisation. as of the date of this Memorandum, the Manager has not yet received the AIFM Authorisation. In the event that this Memorandum is distributed in the following jurisdictions prior to the date on which the Manager has received the AIFM Authorisation, such distribution shall be in accordance with the following requirements. Finland This Memorandum does not constitute a prospectus under Finnish Investment Funds Act (48/1999, as amended), the Finnish Securities Market Act (746/2012, as amended) or the Prospectus Directive (2003/71/EC, as amended). The Interests may only be marketed in Finland in circumstances that do not require the publication of a prospectus in accordance with the Finnish Investment Funds Act, the Finnish Securities Markets Act, or the Prospectus Directive. The Netherlands The Interests will not be offered or sold, directly or indirectly, in the Netherlands other than solely to qualified investors, within the meaning of article 1:1 of the Netherlands Financial Supervision Act (Wet op het financieel toezicht). Confidential Private Placement Memorandum 110 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108905 CONFIDENTIAL SDNY_GM_00255089 EFTA01452027