EFTA01451596.pdf

SOF III - 1081 Southern Financial LLC Section 7: Summary of Terms and Conditions Secondary Opportunities Fund III: LP Risk Factors and An investment in the Fund involves significant risks and potential conflicts of interest. Potential Conflicts of Interest The offering involves potential conflicts of interest between the Manager and Deutsche Bank and its affiliates, the Manager and the Limited Partners. and between other parties involved with the Fund and its investments. The Manager and parties related to it, including Deutsche Bank. engage in a broad spectrum of investment and financial activities. some of which may compete with the Fund. In the future, there may arise instances where the interests of the Manager and related parties, including Deutsche Bank, conflict with the interests of the Fund, Parallel Funds and the Limited Partners. See Section 8: Risk Factors and Section 9: Conflicts of Interest of this Memorandum. Each Investor should carefully consider and evaluate such risks and conflicts prior to purchasing an Interest. Special Counsel to the Debevoise & Plimpton LLP. Manager Debevoise & Plimpton LLP is retained as English and US counsel by the Manager in connection with the Fund. To the fullest extent permitted by law, it does not represent or owe any duty to any Limited Partner or the Limited Partners as a group in connection with such retention. Auditors to the Any of PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu. KPMG or Ernst & Young General Partner LLP. The auditors will be retained by the General Partner in connection with the Fund. To the fullest extent permitted by law, they do not represent or owe any duty to any Limited Partner or the Limited Partners as a group in connection with such retention. Depositary State Street Trustees Limited, an AIFMD-compliant depositary, will be appointed by the Fund prior to the First Closing. As of the date of this Memorandum, State Street Trustees Limited has not yet been formally appointed to this role. The First Closing will not occur prior to the date on which State Street Trustees Limited has been formally appointed as the Fund's depositary and fund administrator. Con6dential Private Placement Memorandum 63 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108292 CONFIDENTIAL SDNY_GM_00254476 EFTA01451596