EFTA01452281

SOF III - 1081 Southern Financial LLC Summary of Key Terms The following is a summary of selected principal terms and is qualified in its entirety by reference to the Offering Memorandum, including the Confidential Private Placement Memorandum of the Fund attached thereto. and the legal documentation relating to the Onshore Feeder Fund. the Offshore 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 alter the end of the Investment Period Thereafter through the end of the Fund tern' 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 S5 million $1 billion 7 years from the date of the final closing plus up to 5 one-year extensions at the managers discretion For the purposes of making portfolio investments andor paying expenses; s.th not less than 12 business days' prior vadten notice 4 years from the final closing Any of Pncewaterhouse Coopers LLP. Delano Touche Tohmatsu. KPMG or Emst Young. LLP State Street Bank and Trust Company Debevoise & Plimpton LLP Annual managers report. audited financial statements and quarterly unaudited financial Quarterly reports. capital account statements and year-end audited financial statements and capital account statements (2nd and 3rd quarters only) statements NiA Up to 2 50% of commitment Onshore Feeder Fund Secondary Opportunties Fund III Private Client Feeder Fund (U.S.). L P. Delaware Limited Partnership Invest in the Fund 8500.000 NiA Will follow the term of the Fund, plus an additional six months 5 days' written notice Will follow the investment period of the Fund Any of Pncewaterhouse Coopers LLP, Delorne Touche Tohmatsu, KPMG or Ernst 8 Young. LLP State Street Bank and Trust Company Cleary Gottlieb Steen & Hamilton LLP 1 25% of commitments 0 75% of commitments 1 00% of invested capital: 0 50% of invested capital: The greater of 90% of the annual profit share of previous year and 0 25% of invested The greater of 90% of the management fee payable of the previous year and capital 0 20% of invested capital 12.50% after an 8.00% preferred return with a 100.00% special limited partner catch-up and lull clawback N/A: paid at the Fund not the Onshore Feeder Fund level Higher of (a) three-month LIBOR plus 2.00% and (b) 8.00% Same as the Fund 5bps p a. on management fee re 44! Confi:rerin;. m.),,nirom cz' .;;;Ishccti Feeder Fund and rho Confidential Private Ptacenx.nt Monkdo:Awn of the Fund Oho -Mentornrida-) for the Id chic-louvre al risk !actors, minds of interest. oz,mplete terms, and regulitory and considernbrAts of the Fund and the Onshore Fender Find. Please refer to the Certain Risk Factors anion of fin presentation. Notes: Fof fun her diu(k)thEe of licit, such as fees and ckpoirsos paid by the i' isttoto Feeder Fund and tie. Food. please refer lo your subscription agreement and the Magician:Ia. In addftion to the foes and exstortses described above. the Fund and the Onshore Feeder Fund will incur performance fees. management lens and expenses charged by gm selected underlying funds in which the Fund rests. An a result. the fee structure of the Onshore Ftie-h3r Fund anti the Fund will be taper that if the investor invested direcgy in the selected and lords. In at:claim. investors invest: no no the Onshore Feedet Fund rather than direcity through the Fund will be t.tibleci to an additional layer of expennes t1) layr=itors committing >$50million to the Fund will reckhve a cLiccuunt of 10 Nisi,. pak.ts pr.; Irrresloni mninithing ni04`nilkonssill (eaten ditootuit al 20 basis points p U. (2) Invested Capital is the amount of capital invested in investments over the Ide of the fund (including amounts distributed to berated partners from distributions) and the remaining unfunded obligations reasonably reserved for t.u(*i investments Deutsche Asset 3 Wealth A'ans.)emnn€ 29 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0109203 CONFIDENTIAL SDNY_GM_00255387 EFTA01452281