EFTA01452041.pdf

SOF III - 1081 Southern Financial LLC Secondary Opportunities Fund III, LP NAV As defined in Appendix 5: Important Performance Information. Net IRR Net Internal Rate of Return. NFA The US National Futures Association. Offshore Fund Rules The UK Finance Act 2008 and the Offshore Funds (Tax) Regulations 2009. Operating As defined in Section 10: Certain Legal. ERISA and Tax Considerations. Partnerships Parallel Fund A parallel fund established by the General Partner or the Manager to accommodate the investment requirements of certain investors. Partners The Limited Partners together with the General Partner. PFICs As defined in Section 10: Certain Legal. ERISA and Tax Considerations. Principals Carlo Pirzio-Biroli and Charles Smith. Professional Investor An investor who is considered to be a *professional client" or may, on request, be treated as a 'professional client' within the meaning of Annex II to the Markets in Financial Instruments Directive. QEF As defined in Section 10: Certain Legal, ERISA and Tax Considerations. RE SOF Real Estate Secondary Opportunities Fund, LP and its feeder funds. RVPI Residual value to paid-in capital. Sanction Regulations Collectively UK sanctions. UN sanctions, EU sanctions, and/or US sanctions administered by the Office of Foreign Assets Control of the US Treasury Department. SEC The US Securities and Exchange Commission. Second GP Leonardo Secondary Opportunities Fund (Alternate GP), LP, an unaffiliated special purpose vehicle to be established in Delaware, in its capacity to act as a general partner of the Fund (but see Section 7: Summary of Terms and Conditions for the description of the limited role of the Second GP). Secondary Team The DB PE investment team headed by the Principals. Securities Act The US Securities Act of 1933, as amended. Side Letter A side letter or other written agreement with one or more Limited Partners which has the effect of establishing additional rights (including, for example, reducing the General Partner's Share chargeable with respect to such Limited Partner), or altering or supplementing the terms of the Fund Partnership Agreement. SOF III or the Fund Secondary Opportunities Fund III. LP. Confidential Private Placement Memorandum 126 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108921 CONFIDENTIAL SDNY_GM_00255105 EFTA01452041