EFTA01451980.pdf

SOF III - 1081 Southern Financial LLC Section 7: Summary of Terms and Conditions Secondary Opportunities Fund Ill. LP Investment Period The Fund's investment period will commence on the later of (a) the date on which the investment period of DB Secondary Opportunities Fund II, L.P ("DB SOF II") expires and (b) the date of the First Closing, and will expire at the end of the calendar quarter in which the earliest of the following occurs (the 'Investment Period'): (i) the date on which 100% of aggregate Commitments have been invested, committed for investment. used to pay expenses and liabilities. or formally reserved for such purpose, and (ii) four years from the Final Admission Date. The Fund may draw down Commitments to make investments at any time during the Investment Period (subject to any suspension of the Investment Period following a key person event (as described below)). After the end of the Investment Period, the Fund will not make new portfolio investments, but may (i) fund existing obligations to make contributions or advances in respect of any investment, (ii) complete investments that were in process as of the end of the Investment Period, and (iii) fund follow-on investments with respect to existing Co-Investments, in an aggregate amount not to exceed 20% of aggregate Commitments, or Direct Secondaries and (iv) continue to draw down Commitments to pay liabilities and ongoing operating expenses, including the General Partners Share. Reinvestment The following amounts will be added back to unfunded Commitments and may be drawn down again by the Fund: (i) distributions from any portfolio investment received by the Fund within thirteen months of the date on which such investment was made, but only to the extent of capital invested by the Fund in such investment: (ii) following the termination of the Investment Period and subject to the limitations described in Investment Period" above, an amount equal to any and all distributions made to the Partners, but only for the purpose of funding any obligation of the Fund and any follow-on investments with respect to existing Direct Secondaries and Co-Investments: and (iii) distributions made to the Partners to the extent of funded Advances used to fund drawings of the General Partners Share (as defined below) or pay organisational expenses or Fund expenses. Key Person Event The Fund's initial key persons will be Charles Smith. Carlo Pirzio-Biroli. Adam Graev. Chi Cheung and Francesco Rigamonti (with such persons, and any replacement key persons. being the "Key Persons"). The General Partner may, from time to time, nominate one or more qualified replacements for such Key Persons. Such a nominated qualified replacement will become a Key Person with the consent of the Fund Advisory Committee. The Investment Period will be automatically suspended if (a) (i) either Charles Smith or Carlo Pirzio-Biroli (the 'Principals") or (ii) three Key Persons cease for any reason, to devote such business time as is reasonably necessary to the affairs of the Fund, or (b) either Principal ceases to devote substantially all his business time (excluding such business time that is required for certain activities related to his employment by Deutsche Bank AG and its affiliates) to the affairs of the Fund, any co-investment fund, Parallel Fund (as defined below) or Alternative Vehicle (as defined below), the DB Secondaries Funds, any Complementary Fund (as defined below) and any successor fund. The Investment Period may be reinstated (x) at any time with the consent of 6634% in interest of the Limited Partners or (y) if the requisite number of qualified replacements for the Key Persons are approved within 120 days of the Investment Period being suspended, provided that the Investment Period will terminate automatically if not reinstated after 12 months. Confidential Private Placement Memorandum 54 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108849 CONFIDENTIAL SDNY_GM_00255033 EFTA01451980