SOF III - 1081 Southern Financial LLC Secondary Opportunities Fund Ill, LP Confidential Private Placement Memorandum Secondary Opportunities Fund III, LP December 2013 - US$1 billion Limited Partnership Interests This Confidential Private Placement Memorandum (the 'Memorandum') dated December 2013 is being circulated on a confidential basis by Deutsche Alternative Asset Management (Global) Limited (the 'Manager"), which is authorised and regulated by the UK Financial Conduct Authority (the "FCA") and registered as an investment adviser with the US Securities and Exchange Commission (the 'SEC"), to a limited number of qualified prospective investors (together with the limited partners in the Fund, the "Investors" or 'Limited Partners") for the sole purpose of providing information about an investment in Secondary Opportunities Fund III, LP ('SOF III' or the 'Fund') and is to be used by the recipient solely in connection with the consideration of the purchase of limited partner interests in the Fund (the 'Interests"). This Memorandum and its contents are confidential and should not be distributed. published. reproduced or disclosed (in whole or in part) by recipients to any other person, other than their professional advisers. By accepting delivery of this Memorandum, each Investor agrees to the foregoing. The foregoing shall not limit the disclosure of the tax treatment or tax structure of the Fund (or any transactions undertaken by the Fund). As used in this paragraph, the term "tax treatment" refers to the purported or claimed US federal income tax treatment and the term lax structure refers to any fact that may be relevant to understanding the purported or claimed US federal income tax treatment, provided that, for the avoidance of doubt, (i) except to the extent otherwise established in published guidance by the US Internal Revenue Service, tax treatment and tax structure shall not include the name of. contact information for, or any other si