EFTA01452254

SOF III - 1081 Southern Financial LLC Merits of Secondary Investing — The private equity secondaries market provides a way for investors to sell their existing private equity investments despite the illiquid nature of the asset class — The secondary strategy has the potential for an attractive risk-reward profile: — Investments in mature assets that typically yield more predictable and earlier cash flows — Investments draw down and return capital more quickly than with primary funds — this mitigates the "J-curve" — Provides diversification across vintage years. fund managers, strategies. industries and geographies — Investments in re-priced existing assets to reflect current performance and economic environment Summary Terms The following is a summary of selected principal terms and is qualified in its entirety by reference to the Confidential Private Offering Memorandum of the Onshore Feeder Fund, including the Confidential Private Placement Memorandum of the Fund attached thereto, and the legal documentation relating to the Onshore Feeder Fund and the Fund. Fund Name Structure Strategy Minimum Commitment Target Size Fund Term Capital Calls Investment Period Auditor Administrator Legal Counsel Reporting Upfront Placement Fee Management Fee Investment Period Two Years after the end of the Investment Period Thereafter through the end of the Fund term' Carried interest Subsequent Closing Fee (if not first close) First Close Fee Break Fund Secondary Opportunities Fund III. LP English Limited Partnership Invest in private equity assets on the secondary market globally $5 million $1 billion 7 years from the date of the final closing plus up to S one-year extensions at the manager's discretion For the purposes of making portfolio investments and/or paying expenses. with not less than 12 business days' prior written notice 4 years from the final closing My of Pricewaterhouse Coopers LLP. Deloitte Touche Tohmatsu. KPMG or Ernst & Young. LLP State Street Bank and Trust Company Debevoise & Plimpton LLP Annual manager's report. audited financial statements and quarterly unaudited financial statements and capital account statements (2nd and 3rd quarters only) N/A 1 25% of commitments 1 00% of invested capital The greater of 90% of the annual profit share of previous year and 0 25% of invested capital 12.50% after an 8.00% preferred return with a 10000% special limited partner catch-up and full clawback Higher of (a) three-month LIBOR plus 2 00% and (b) 800% 5 basis points p a on management fee Onshore Feeder Fund Secondary Opportunities Fund Ill Private Client Feeder Fund (U S ). L P. Delaware Limited Partnership Invest in the Fund $500.000 N/A Will follow the term of the Fund plus an additional six months 5 days' written notice Will follow the investment period of the Fund My of Pricewaterhouse Coopers LLP. Deloitte Touche Tohmatsu. KPMG or Ernst & Young, LLP State Street Bank and Trust Company Cleary Gottlieb Steen & Hamilton LLP Quarterly reports. capital account statements and year-end audited financial statements Up to 2 50% of commitment 0.75% of commitments 0.50% of invested capitals The greater of 90% of the management fee payable of the previous year and 0 20% of invested capital WA, paid at the Fund. not the Onshore Feeder Fund level Same as the Fund N/A Please read the Confidential Private Offering Memorandum of the Onshore Feeder Fund and the Confidential Private Placement Memorandum of the Fund (the "Memoranda") for the full disclosure of risk factors. conflicts of interest, complete terms, and regulatory and tax considerations of the Fund and the Onshore Feeder Fund. Please refer to the Certain Risk Factors section of the Marketing Presentation of the Onshore Feeder Fund. Notes For further disclosure of fees. such as fees and expenses paid by the Onshore Feeder Fund and the Fund, please refer to your subscription agreement and the Memoranda. In addition to the fees and expenses described above. the Fund and the Onshore Feeder Fund will incur performance fees. management fees and expenses charged by the selected underlying funds in which the Fund invests. As a result. the fee structure of the Onshore Feeder Fund and the Fund will be higher than if the investor invested directly in the selected underlying funds In addition, investors investing in the Onshore Feeder Fund rather than directly through the Fund will be subject to an additional layer of expenses. ONLY FOR INVESTORS ELIGIBLE TO !WEST IN PRIVATE EQUITY FUNDS STRONGLY PRIVATE & CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0109171 CONFIDENTIAL SDNY_GM_00255355 EFTA01452254