EFTA Document EFTA01452046

SOF III - 1081 Southern Financial LLC Secondary Opportunities Fund Ill. LP Appendix 8 Alternative Investment Fund Managers Directive This Memorandum makes reference to the Manager being authorised by the UK Financial Conduct Authority to the extent required by the EU Alternative Investment Fund Managers Directive and its implementing legislation in the UK (the 'AIFM Authorisation'). Although the Manager has applied for the AIFM Authorisation, as of the date of this Memorandum, the Manager has not yet received the AIFM Authorisation. On and from the date the Manager receives the AIFM Authorisation, it will be required to manage the Fund in accordance with the AIFMD. At that time, this Memorandum must disclose certain prescribed information. The following table indicates where the required information is located within this Memorandum. Information to be disclosed AIFMD relevant article Section where disclosed in Memorandum General Fund Information Investment strategy and objectives of the AIF Art 23(1Xa) Section 1: Executive Summary; Section 3: Summary of Principal Terms; Section 5: Secondary Opportunities Fund III; Section 7: Summary of Terms and Conditions Information on where master AIF is established and where the underlying funds are established Art 23(1Xa) Section 7: Summary of Terms and Conditions Types of assets in which the AIF may invest and the techniques it may employ and all associated risks Art 23(1Xa) Section 1: Executive Summary Section 5: Secondary Opportunities Fund III; Section 7: Summary of Terms and Conditions; Section 8: Risk Factors Applicable investment restrictions Art 23(1Xa) Section 7: Summary of Terms and Conditions Circumstances in which the AIF may use leverage, restrictions on using leverage, the types and sources of leverage permitted and the associated risks Art 23(1Xa) Section 7: Summary of Terms and Conditions; Section 8: Risk Factors Maximum level of leverage which the AIFM is entitled to employ on behalf of the AIF Art 23(1Xa) Section 7: Summary of Terms and Conditions Procedures by which the AIF may change its investment strategy or investment policy, or both Art 23(1Xb) Section 7: Summary of Terms and Conditions Description of the main legal implications of the contractual relationship entered into for the purpose of investment Art 23(1Xc) Section 8: Risk Factors: Section 10: Certain Legal, ERISA and Tax Considerations Identity of the AIFM, the AlPs depositary, auditor and any other service providers and description of their duties Art 23(1Xd) Section 1: Executive Summary; Section 3: Summary of Principal Terms; Confidential Private Placement Memorandum 132 CONFIDENTIAL — PURSUANT TO FED. R CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0108927 SDNY_GM_00255111 EFTA01452046