EFTA01451505.pdf

SOF III - 1081 Southern Financial LLC SUMMARY OF TERMS l'o understand this investment opportunity, a prospective investor should read both this summary ofterms ofSecondary Opportunities FundIIIPrivate Client Feeder Fund (U.S), L.P. (the "Onshore Feeder Fund) and Secondary Opportunities Fund 111 Private Client Feeder Fund(International), L.P. (the "Offshore Feeder Fund" and, together with the Onshore Feeder Fund, the "Feeder Funds) and the summary of terms (the "Master Fund Term Sheet) of Secondary Opportunities Fund III, LP (together with its parallel investment finds and alternative investment funds, if applicable, the "Master Fund') in the attached Confidential Private Placement Memorandum oftheMaster FunddatedDecember 2013 (as it may befarther amendedand/or supplementedfront time to time, the "Master Fund Offering Memorandum"). Thefollowing is a summary oftheprincipal terms ofthe Onshore Feeder Fundand the Offshore Feeder Fund and highlights differencesfrom the terms that would apply were the investor to invest in the Master hind directly. This summary is qualified in its entirety by reference to the limitedpartnership agreement ofthe Onshore Feeder Fund (as the same may be amendedfrom time to time, the "Onshore Feeder LP Agreement"), the limitedpartnership agreement of the Offihore Feeder Fund (the "Offshore Feeder LP Agreement" and, together with the Onshore Feeder LP Agreement, the "LP Agreements), if applicable, the subscription agreements relating to thepurchase ofthe Interests (as definedbelow) (each, a "Subscription Agreement"), and the limited partnership agreement of the Master Fund (the "Master Fund Partnership Agreement," and together with the Onshore Feeder LP Agreement, the Offshore Feeder LP Agreement and other documents related thereto, the "Definitive Documents). The provisions ofthis summary ofterms are subject to the provisions ofthe Definitive Documents. In the event ofany inconsistency between the Definitive Documents andthis summary ofterms, the Definitive Documents shall control. The Onshore Feeder The Onshore Feeder Fund will be a Delaware limited partnership Fund created before the Closing (as defined below). The Onshore Feeder Fund will be treated as a partnership for U.S. federal income tax purposes. The Onshore Feeder Fund is designed for investors ("Investors") that are either (A) U.S. taxable Investors or (B) U.S. tax-exempt Investors that are willing to receive material amounts of "unrelated business taxable income" ("UBIT). If an Investor is a Non-U.S. Holder (as defined below) for U.S. tax purposes, that Investor should not invest in the Onshore Feeder Fund since adverse tax consequences could result for the Investor. Accordingly, the Onshore Feeder Fund is not being offered to Non-U.S. Holders. U.S. tax-exempt Investors that are not willing to receive material amounts of UBTI and Non-U.S. Holders should, if eligible, instead consider an investment in the Offshore Feeder Fund. 9 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108138 CONFIDENTIAL SONY GM_00254322 EFTA01451505