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DB-SDNY-0108845
CONFIDENTIAL
SDNY_GM_00255029
EFTA01451976
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METADATA_SOURCE: IMAGES0077
METADATA_FILENAME: EFTA01451977.pdf
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SOF III - 1081 Southern Financial LLC
Section 7: Sunmary of Terms and Conditions
Secondary Opportunities Fund III. LP
Summary of Terms and Conditions
The following is a summary of the principal terms of the Fund. This summary is qualified in its entirety by reference to
the Fund Partnership Agreement and the subscription agreements relating to the purchase of Interests. both of which are
available upon request and should be reviewed carefully prior to making an investment decision. The offer made hereby
is subject to modification, prior sale and withdrawal.
To the extent that there is any inconsistency between this
Memorandum and the Fund Documents. the provisions of the Fund Documents will prevail.
stalritI tent*
The Fund
Secondary Opportunities Fund III, LP, an English limited partnership.
Investment Objective
The General Partner
The Fund will seek to generate attractive risk adjusted investment returns, principally in the
form of capital appreciation, through the acquisition, holding, financing, refinancing and
disposition of a diverse portfolio of investments including buyout, growth capital, venture
capital, special situations, turnaround, mezzanine, distressed opportunities, real estate and
infrastructure assets on the secondary market. The Fund will target globally, but primarily in
the US and Europe (i) the acquisition of interests in established generalist and specialist
private equity fund structures (including funds of funds, feeder funds and other similar
structures) on the secondary market (each such fund or structure, a 'Fund Secondary'), (ii)
the acquisition of investment interests in portfolios of private equity assets on the secondary
market (each such investment interest, a "Direct Secondary'), and (iii) co-investments in
individual portfolio companies alongside private equity fund sponsors (each such co-
investment, a to -Investment'). Fund Secondaries, Direct Secondaries and Co-Investments
may be made in vehicles established in any jurisdiction.
Leonardo Secondary Opportunities Fund III (GP) Limited, an unaffiliated special purpose
entity established in the Cayman Islands as an exempted company, will serve as a general
partner of the Fund (the 'General Partner'). The General Partner, on behalf of the Fund, will
appoint the Manager to manage the Fund's investment strategy, as described below.
Leonardo Secondary Opportunities Fund III (Alternate GP). LP, a Delaware limited
partnership (the 'Second GP"), will also serve as a general partner of the Fund but, in
accordance with the Fund Documents, will have no authority to manage. operate or
administer the business or affairs of the Fund other than as may be required by law.
Confidential Private Placement Memorandum
CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0108846
CONFIDENTIAL
SDNY_GM_00255030
EFTA01451977
--- SOURCE: IMAGES__0077__EFTA01451978.txt ---
METADATA_SOURCE: IMAGES0077
METADATA_FILENAME: EFTA01451978.pdf
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SOF III - 1081 Southern Financial LLC
Section 7: Summary of Terms and Conditions
Secondary Opportunities Fund III. LP
The Manager
Commitments
The following summary makes reference to the Manager (as defined below) 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. The
First Closing (as defined below) will not occur prior to the date on which the Manager has
received the AIFM Authorisation.
Deutsche Alternative Asset Management (Global) Limited. or an affiliate within the Deutsche
Bank Group that is authorised and regulated in the UK by the Financial Conduct Authority
(including to the extent required by the EU Alternative Investment Fund Managers Directive
(the 'AIFMD') and its implementing legislation in the UK), and in the US by the Securities and
Exchange Commission (the "Manager"), will provide portfolio management, risk management
and administrative services to the Fund, including investigating, analysing, structuring and
negotiating potential investments, monitoring the performance of portfolio investments and
advising the Fund as to disposition opportunities. The Manager will make all investment and
disposition decisions. The Manager will be the Fund's "AIFM" (as defined in the AIFMD) and
will assume responsibility as such.
Notwithstanding any provision to the contrary, the Manager, to the exclusion of the General
Partner and the Second GP, will take all actions in respect of the Fund that constitute