EFTA01452282.pdf

SOF III - 1081 Southern Financial LLC SOF III — ILPA 2 scorecard1 SOF III Key ILPA 2 Principles Alignment of interest ✓ • Best practice all-contribution-plus-preferred-return-back-first model ✓ • Limited Partner ("LP") favorable clawback provision ✓ • 100% transaction & monitoring fees offset General Partner share ✓ • Sponsor equity interest in the Fund (subject to DE compliance with the US Asset Management Exemption (Volcker Rule), DB intends to commit the lower of 2.9% or US$29m to the Fund at same terms and conditions as LPs) Governance ✓ • Key man and "for cause" provisions protective to LPs' interests ✓ - Supermajority vote of LPs required to reverse automatic suspension of investment period ✓ • No Fault Divorce with simple majority vote of LPs ✓ • Clearly and narrowly outlined investment strategy with appropriate limitations on investment concentration ✓ • Advisory Board best practice set-up Transparency ✓ • Comprehensive financial reporting ✓ • GAAP and FAS 157 (Topic 820) compliant valuation policy ✓ • General Partner share and carried interest disclosure ✓ • Detailed due diligence provided (1) ILPA = Institutional Limited Partner Association. The full guidelines can be found at httpJMpe.org/principles-veraion•2Q'. Deutsche Asset 3 Wealth Managemeni 30 CONFIDENTIAL — PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0 109204 CONFIDENTIAL SDNY_GM_00255388 EFTA01452282