EFTA01451549.pdf

SOF III - 1081 Southern Financial LLC Secondary Opportunities Fund Ill, LP Confidential Private Placement Memorandum Secondary Opportunities Fund III, LP December 2013 - US$1 billion Limited Partnership Interests This Confidential Private Placement Memorandum (the 'Memorandum') dated December 2013 is being circulated on a confidential basis by Deutsche Alternative Asset Management (Global) Limited (the 'Manager"), which is authorised and regulated by the UK Financial Conduct Authority (the "FCA") and registered as an investment adviser with the US Securities and Exchange Commission (the 'SEC"), to a limited number of qualified prospective investors (together with the limited partners in the Fund, the "Investors" or 'Limited Partners") for the sole purpose of providing information about an investment in Secondary Opportunities Fund III, LP ('SOF III' or the 'Fund') and is to be used by the recipient solely in connection with the consideration of the purchase of limited partner interests in the Fund (the 'Interests"). This Memorandum and its contents are confidential and should not be distributed. published. reproduced or disclosed (in whole or in part) by recipients to any other person, other than their professional advisers. By accepting delivery of this Memorandum, each Investor agrees to the foregoing. The foregoing shall not limit the disclosure of the tax treatment or tax structure of the Fund (or any transactions undertaken by the Fund). As used in this paragraph, the term "tax treatment" refers to the purported or claimed US federal income tax treatment and the term lax structure refers to any fact that may be relevant to understanding the purported or claimed US federal income tax treatment, provided that, for the avoidance of doubt, (i) except to the extent otherwise established in published guidance by the US Internal Revenue Service, tax treatment and tax structure shall not include the name of. contact information for, or any other similar identifying information regarding the Fund or any of its investments (including the names of any employees or affiliates thereof) and (ii) nothing in this paragraph shall limit the ability of an Investor to make any disclosure to the Investors tax advisers or to the US Internal Revenue Service or any other taxing authority. This Memorandum does not constitute or form part of any offer or invitation to subscribe for, underwrite or purchase the Interests and should not be treated as constituting an inducement or representation in connection with any offer or invitation, nor shall it or any part of it form the basis of or be relied upon in any way in connection with any contract relating to the Interests. Capitalised terms used in this Memorandum are defined in Appendix 4: Key Definitions. Investors should not construe the contents of this Memorandum as legal, tax, investment or accounting advice, nor advice on the suitability of an investment in the Fund for any particular Investor. The contents of this Memorandum are given for information purposes only and each Investor must conduct its own due diligence. and consult with its professional advisers, with respect to, without limitation, the legal, tax, regulatory, financial and accounting consequences of an investment in the Fund. This Memorandum is being communicated in the UK by the Manager, which is authorised and regulated by the FCA, only to investors who are considered to be "professional clients" or who may, on request, be treated as "professional clients' within the meaning of Annex II to the Markets in Financial Instruments Directive (Professional Investors"). This Memorandum must not be acted on or relied on by persons who are not Professional Investors. Any interests to which this Memorandum relates are available only to Professional Investors. This Memorandum is not an approved prospectus for the purposes of Section 85 of the UK Financial Services and Markets Act 2000 ("FSMX). No person has been authorised to give any information or make any representations in connection with, or relevant to, an investment in the Fund other than as contained in this Memorandum and no representation or information other than as set out herein may be relied upon as having been authorised by, and no responsibility is accepted in respect thereof by. the Manager. its subsidiaries or affiliates or any of their directors, partners, officers. employees. agents or any other person. Corthdential Private Placement Memorandum Page i CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108222 CONFIDENTIAL SDNY_GM_00254406 EFTA01451549