EFTA01451567.pdf

SOF III - 1081 Southern Financial LLC Section 3: Summary of Principal Terms Secondary Opportunities Fund III, LP Summary of Principal Terms The following is a summary of the terms and conditions of an investment in the Fund. This summary should be read in conjunction with, and is qualified in its entirety by reference to, the Summary of Terms and Conditions, Risk Factors and Conflicts of Interest contained in Section 7. Section 8 and Section 9. respectively, of this Memorandum, the Fund Partnership Agreement and the subscription agreement relating to the purchase of Interests, all of which are available upon request and should be reviewed carefully prior to making an investment decision. Fund Name Secondary Opportunities Fund III, LP. Investment Strategy The Fund will seek to generate attractive, risk adjusted investment returns, principally in the form of capital appreciation, through the acquisition of a diverse portfolio of private equity assets on the secondary market. Target Size USS1 billion. Minimum Commitment US$5 million. Fund Structure English limited partnership. Manager Deutsche Alternative Asset Management (Global) Limited or an affiliate within the Deutsche Bank group that is authorised and regulated in the UK by the FCA and in the US by the SEC. Term 7 years from the date of the last closing of the Fund (expected to take place no later than 18 months after the First Closing), with up to five one-year extensions. Investment Period 4 years from the last closing of the Fund. Target First Closing As soon as practicable following the date on which 75% of aggregate commitments to DB SOF II have been invested, committed or reserved for investment. General Partner's The General Partner will receive from the Fund an annual profit share as follows: Share during the Investment Period,38 1.25% per annum of aggregate Commitments; (ii) for the two years following the expiration of the Investment Period, 1.00% per annum of Invested Capftal:38 (iii) for each successive year thereafter, the greater of 90% of the annual profit share for the immediately preceding year and 0.25% per annum of aggregate Invested Capital. Distributions and Preferred return: 8%. Carried Interest Carried interest: 12.5% with a 100% catch-up. Clawback Yes. Organisational The Fund will bear up to US$2.5 million. Expenses 38 See page 54 of Section 7: Summary of Terms and Conditions 1. See page 55 of Section 7: Summery of Terms and Galatians. Confidential Private Placement Memorandurn 17 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108246 CONFIDENTIAL SDNY_GM_00254430 EFTA01451567