EPSTEIN
page 4 / 431 . OCR, unverified
regulated activities for the purposes of the UK Financial Services and Markets Act 2000.
The General Partner will be responsible for the Manager's fees which it will satisfy from the
priority profit share that the General Partner receives in respect of the Fund.
The Fund is seeking aggregate commitments to the Fund (-Commitments") of USS1 billion,
although the Manager may accept aggregate Commitments less than, or in excess of, this
amount. In order to subscribe for an Interest, a prospective Limited Partner must execute a
deed of adherence and provide documentation to the Manager in order to satisfy its
'customer due diligence' obligations. The Manager may accept or reject a subscription for an
Interest.
Nth mum Commitment
The minimum Commitment for a limited partner of the Fund (collectively, the ' imited
Partners' and, together with the General Partner and the Second GP, the "Partners') is
USS5 million, although the Manager may accept Commitments of lesser amounts.
0B investment
On admission to the Fund, each Limited Partner will make a capital contribution to the Fund
equal to 0.01% of its Commitment. The remaining 99.99% of its Commitment may be drawn
down by the Manager from time to time in the form of advances to the Fund (each an
'Advance").
Subject to the ongoing uncertain implications of the Volcker Rule, Deutsche Bank intends to
participate directly or indirectly in the Fund's investment programme in an amount up to 2.9%
of the aggregate Commitments. In particular, this intention is subject to Deutsche Bank AG or
its affiliates having the right to reduce their direct or indirect participation in the Fund's
investment programme in order to comply with applicable lawee, and provided further that the
aggregate participation of Deutsche Bank and its affiliates will not exceed US$29 million.
. 2 The amount of the anticipated investment by Deutsche Bank could be in excess of that winch wdl be permitted under the Bank Holding Company Act of
1956, as amended (the 'BIC Act), as further amended by Section 819 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
("Dodd-Frank', also known as the 'Volcker Rule'. Please refer to the risk factor entitled 'Dodd-Frank wall Sheet Reform and Consumer Protection Act
and the Volcker Rule' in Section 8: Risk Factors of this Memorandum for a discussion of potential limitations on the amount of Deutsche Bank's
Confidential Private Placement Memorandum
CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0108847
CONFIDENTIAL
SDNY_GM_00255031
EFTA01451978
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METADATA_SOURCE: IMAGES0077
METADATA_FILENAME: EFTA01451979.pdf
----------------------------------------
SOF III - 1081 Southern Financial LLC
Section 7: Summary of Terms and Conditions
Secondary Opportunities Fund Ill, LP
Management and
Employee Investors
Closings
Subsequent Closing
Partners
Drawdowns
To the extent permitted by applicable law, certain individuals working for or with the private
equity business of Deutsche Bank AG ("DB PE') or the Manager, as well as certain other
employees of Deutsche Bank or its affiliates, may invest in the Fund, indirectly through one or
more Feeder Funds (as defined below) created for the purpose (each. an "Executive Fund
Partner). An Executive Fund Partners Commitments will not be subject to any General
Partner's Share or Carried Interest (as such terms are defined below).
The Manager will hold an initial closing of the Fund (the 'First Closing") as soon as
practicable following the date on which 75% of aggregate commitments to DB SOF II have
been invested, committed or reserved for investment or allocated or reserved to meet the
obligations of DB SOF II. From time to time after the First Closing one or more additional
closings may be held as necessary to admit additional Limited Partners (each, and the First
Closing, a 'Closing"). The final Closing of the Fund is to take place no later than 18 months
after the First Closing (the 'Final Admission Date"), provided that the Manager may extend
the Final Admission Date with the consent of the Fund Advisory Committee (as defined
below).
Limited Partners admitted to the Fund subsequent to the First Closing (each a "Subsequent
Closing Partner) generally will participate in the investments, if any, made by the Fund prior
to their admission. Each Subsequent Closing Partner will generally contribute to the Fund an
amount equal to its proportionate share of all funded Commitments of Partners admitted in
prior Closings, plus an additional amount computed as interest thereon at the higher of the
preferred return rate of 8% and three-month USD LIBOR plus 2% from the date of each
applicable funding, with such appropriate adjustments as may be necessary to take into
account distributions made to Partners admitted in prior Closings.
Advances will be drawn down on an as needed basis to make investments and to pay the