EFTA01452028.pdf

SOF III - 1081 Southern Financial LLC Secondary Opportunities Fund III, LP In respect of the offering, the Manager does not require a license pursuant to the Financial Supervision Act and is not subject to market conduct supervision of the Netherlands Authority for the Financial Markets and prudential supervision of the Dutch Central Bank (De Nederlandsche Bank N.V.). Norway The Fund is not an investment fund regulated under the Norwegian Investment Funds Act of 2011 and has neither been registered with or approved by the Norwegian authorities as an investment fund, nor has this document or any prospectus been filed or approved under the public offer rules in the Norwegian Securities Trading Act of 2007. Therefore, the Fund is not under public supervision in Norway. Investors should consider possible tax implications and if necessary consult their own tax advisers before investing in the Fund. This Memorandum must not be copied or otherwise distributed by the recipient. Sweden In Sweden this Memorandum will not be used directly or indirectly, for an offer for subscription or purchase or issue invitations to subscribe for or buy Interests or distribute any draft or final document in relation to any such offer, invitation or sale except in circumstances that will not result in a requirement to prepare a prospectus pursuant to the provisions of the Swedish Financial Instruments Trading Act (Sw. (lag (1991:980) om handel med Mansiella instrument)). United Kingdom This Memorandum is distributed by Deutsche Alternative Asset Management (Global) Limited of Winchester House. 1 Great Winchester Street, London. EC2N 2DB. This Memorandum is not available for general distribution in. from or into the United Kingdom because the Fund is an unregulated collective investment scheme whose promotion is restricted by sections 238 and 240 of the Financial Services and Markets Act 2000. When distributed in. from or into the United Kingdom, this Memorandum is only intended for persons having professional experience of investing in unregulated schemes, high net worth companies. partnerships, associations or trusts and personnel of any of the foregoing having professional experience of investing in unregulated schemes (each within the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001). persons outside the European Economic Area receiving it electronically, persons outside the United Kingdom receiving it non-electronically and any other persons to whom it may be communicated lawfully. No other person should act or rely on it. Other persons distributing this Memorandum in. from or into the United Kingdom must satisfy themselves that it is lawful to do so. Post-AIFM Authorisation Marketing To the extent that this Memorandum is distributed to recipients in the European Economic Area following the date on which the Manager has received the AIFM Authorisation, such distribution shall be in accordance with the following requirements. Eligible Investors The Interests are only available for purchase by professional investors, being investors that are considered to be a professional client or are, on request, treated as a professional client, within the meaning of Annex II to Directive 2004/39/EC (MiFID). In addition: In Finland, this Memorandum shall not constitute a "Prospectus" under the prospectus directive, the Finnish Securities Markets Act or the Finnish Investment Funds Act and the Interests will not be made available to any Finnish investors who do not qualify as professional investors under the Finnish Investment Funds Act. In the Netherlands, the Interests will not be offered or sold, directly or indirectly, other than solely to qualified investors, within the meaning of article 1:1 of the Dutch Financial Supervision Act (Wet op het financleel toezicht). In Portugal, the Fund will constitute an alternative investment fund (Organismo de investimento alternativo), pursuant to Decree-Law no. 63-A/2013. of 10 May. No authorisation has been obtained or has been requested from the Securities Market Commission (Cornissao do Mercado de Valores Mobiliarios) for the marketing of the Interests referred to in this Memorandum, therefore the same cannot be offered to the public in Portugal. Accordingly, no Interests have been or Conhdential Private Placement Memorandum 111 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108906 CONFIDENTIAL SDNY_GM_00255090 EFTA01452028