EFTA01451594.pdf

SOF III - 1081 Southern Financial LLC Section 7: Simmer), of Terms and Conditions Secondary Opportunities Fund III. LP Successor Funds Without the consent of 66%% in interest of the Limited Partners, none of the General Partner, the Second GP, the Manager or any entity that is under the control of DB PE will close another multiple third party investor fund having a substantially similar investment objective and strategy as the Fund until the earlier of. (i) the date when 75% of aggregate Commitments have been invested, committed or reserved for investment or allocated or reserved to meet the obligations of the Fund; (ii) the end of the Investment Period; or (iii) the termination of the Fund. Notwithstanding the foregoing, the Manager or any other entity that is under the control or management of DB PE may, at any time, close other multiple third party investor funds with investment objectives and strategies that overlap with the Fund but are dedicated to pursuing investment opportunities relating to specific asset categories or strategies, including, without limitation, Real Estate Secondary Opportunities Fund, LP (including its feeder funds, "RE SOF") (each, a 'Complementary Fund"). Allocation of Subject to the *Successor Funds' restrictions described above, DB PE may sponsor or advise Investment various investment vehicles, including Complementary Funds and separate accounts Opportunities (together with the Fund, the "Investment Platforms"), some of which may have overlapping investment strategies and investment committee members with those of the Fund (see Section 9: Conflicts of Interest of this Memorandum). DB PE will allocate investment opportunities among the Investment Platforms on an equitable basis in its good faith discretion and in accordance with its internal investment allocation guidelines. These are based on the applicable investment guidelines of such Investment Platforms, portfolio diversification requirements, regulatory requirements and other appropriate factors. Transfers and Limited Partners generally may not sell, assign, transfer or pledge their Interests except as Withdrawals permitted by the Fund Partnership Agreement which will require, inter the, the prior written consent of the Manager. Limited Partners generally may not withdraw from the Fund. Reporting, Valuations Limited Partners will receive audited annual accounts (also comprising a Managers report and Annual Meeting and such disclosures as are required by the AIFMD) prepared in accordance with US GAAP or International Financial Reporting Standards as well as unaudited quarterly financial statements (in respect of the second and third quarters of each Fiscal Year only) and unaudited quarterly capital accounts. Limited Partners will also receive such periodic disclosures as are required in accordance with the AIFMD (including changes to leverage. liquidity and risk management provisions). The Fund will hold annual meetings to provide Umited Partners with the opportunity to review and discuss with the Manager and its employees the Fund's investment activities and portfolio. Disclosure of changes Limited Partners will receive unaudited quarterly financial reports regarding the Fund which to the leverage will include the amount of leverage that has been utilised by the Fund. provisions Any amendments to the leverage provisions of the Fund will require an amendment to the Fund Partnership Agreement. See 'Amendments to Fund Partnership Agreement' below for further details. Co-Investment The Manager may offer co-investment opportunities to any Limited Partner in its sole discretion. Confidential Private Placement Memorandum 59 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108288 CONFIDENTIAL SDNY_GM_00254472 EFTA01451594