EFTA01452281.pdf

SOF III - 1081 Southern Financial LLC Summary of Key Terms The following is a summary of selected principal terms and is qualified in its entirety by reference to the Offering Memorandum, including the Confidential Private Placement Memorandum of the Fund attached thereto. and the legal documentation relating to the Onshore Feeder Fund. the Offshore Feeder Fund and the Fund Fund Onshore Feeder Fund Fund Name Secondary Opportunities Fund III. LP Secondary Opportunties Fund III Private Client Feeder Fund (U.S.). L P. Structure English Limited Partnership Delaware Limited Partnership Strategy Invest in private equity assets on the secondary market globally Invest in the Fund Minimum Commitment S5 million 8500.000 Target Size $1 billion NiA 7 years from the date of the final closing plus up to 5 one-year extensions at the Fund Term Will follow the term of the Fund, plus an additional six months managers discretion For the purposes of making portfolio investments andor paying expenses; s.th not less Capital Calls 5 days' written notice than 12 business days' prior vadten notice Investment Period 4 years from the final closing Will follow the investment period of the Fund Any of Pncewaterhouse Coopers LLP. Delano Touche Tohmatsu. KPMG or Emst Any of Pncewaterhouse Coopers LLP, Delorne Touche Tohmatsu, KPMG or Auditor Young. LLP Ernst 8 Young. LLP Administrator State Street Bank and Trust Company State Street Bank and Trust Company Legal Counsel Debevoise & Plimpton LLP Cleary Gottlieb Steen & Hamilton LLP Annual managers report. audited financial statements and quarterly unaudited financial Quarterly reports. capital account statements and year-end audited financial Reporting statements and capital account statements (2nd and 3rd quarters only) statements Upfront Placement Fee NiA Up to 2 50% of commitment Management Fee' Investment Period 1 25% of commitments 0 75% of commitments Two Years alter the end of 1 00% of invested capital: 0 50% of invested capital: the Investment Period Thereafter through the end The greater of 90% of the annual profit share of previous year and 0 25% of invested The greater of 90% of the management fee payable of the previous year and of the Fund tern' capital 0 20% of invested capital 12.50% after an 8.00% preferred return with a 100.00% special limited partner catch-up Carried interest N/A: paid at the Fund not the Onshore Feeder Fund level and lull clawback Subsequent Closing Fee Higher of (a) three-month LIBOR plus 2.00% and (b) 8.00% Same as the Fund (if not first close) First Close Fee Break 5bps p a. on management fee re 44! Confi:rerin;. m.),,nirom cz' .;;;Ishccti Feeder Fund and rho Confidential Private Ptacenx.nt Monkdo:Awn of the Fund Oho -Mentornrida-) for the Id chic-louvre al risk !actors, minds of interest. oz,mplete terms, and regulitory and considernbrAts of the Fund and the Onshore Fender Find. Please refer to the Certain Risk Factors anion of fin presentation. Notes: Fof funher diu(k)thEe of licit, such as fees and ckpoirsos paid by the i' isttoto Feeder Fund and tie. Food. please refer lo your subscription agreement and the Magician:Ia. In addftion to the foes and exstortses described above. the Fund and the Onshore Feeder Fund will incur performance fees. management lens and expenses charged by gm selected underlying funds in which the Fund rests. An a result. the fee structure of the Onshore Ftie-h3r Fund anti the Fund will be taper that if the investor invested direcgy in the selected and lords. In at:claim. investors invest: no no the Onshore Feedet Fund rather than direcity through the Fund will be t.tibleci to an additional layer of expennes t1) layr=itors committing >$50million to the Fund will reckhve a cLiccuunt of 10 Nisi,. pak.ts pr.; Irrresloni mninithing ni04`nilkonssill (eaten ditootuit al 20 basis points p U. (2) Invested Capital is the amount of capital invested in investments over the Ide of the fund (including amounts distributed to berated partners from distributions) and the remaining unfunded obligations reasonably reserved for t.u(*i investments Deutsche Asset 3 Wealth A'ans.)emnn€ 29 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0109203 CONFIDENTIAL SDNY_GM_00255387 EFTA01452281