EFTA Document EFTA01451631

SOF III - 1081 Southern Financial LLC Secondary Opportunities Fund III. LP Law No. 31 of 1990 and the implementing regulations thereto (as amended) and Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of the Interests is being made in Kuwait. and no agreement relating to the sale of the Interests will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the Interests in Kuwait. NEW ZEALAND This Memorandum is not a registered prospectus, investment statement or an authorised advertisement and has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (the 'Securities Act 1987') (or any other relevant New Zealand law). This Memorandum has been prepared solely for, and the offer made in it is made solely to: • persons whose principal business is the investment of money or who, in the course of and for the purposes of their business. habitually invest money, or • persons who are each required to pay a minimum subscription price of at least NZ$500.000 for the Interests before the allotment of those Interests; or • persons who are eligible persons within the meaning of section 5(2CC) of the Securities Act 1978, and (together. 'Specified NZ Investors') and such persons are the only persons who are able to subscribe for Interests under the terms of this offer. This Memorandum and any other document or material in connection with the offer or sale of the Interests may not be circulated or distributed in New Zealand. nor may the Interests be offered to any person in New Zealand, other than to Specified NZ Investors or in circumstances that do not constitute an offer of securities to the public within the meaning of, or are otherwise exempt from, the Securities Act 1978. PEOPLE'S REPUBLIC OF CHINA The Interests are not being offered or sold and may not be offered or sold, directly or indirectly, in the People's Republic of China (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by the securities or funds laws of the People's Republic of China. QATAR AND THE QATAR FINANCIAL CENTRE THIS DOCUMENT IS PROVIDED ON AN EXCLUSIVE BASIS TO THE SPECIFICALLY INTENDED RECIPIENT THEREOF, UPON THAT PERSON'S REQUEST AND INITIATIVE, AND FOR THE RECIPIENT'S PERSONAL USE ONLY. NOTHING IN THIS MEMORANDUM CONSTITUTES, IS INTENDED TO CONSTITUTE, SHALL BE TREATED AS CONSTITUTING OR SHALL BE DEEMED TO CONSTITUTE, ANY OFFER OR SALE OF SECURITIES IN THE STATE OF QATAR OR IN THE QATAR FINANCIAL CENTRE OR THE INWARD MARKETING OF AN INVESTMENT FUND OR AN ATTEMPT TO DO BUSINESS. AS A BANK, AN INVESTMENT COMPANY OR OTHERWISE IN THE STATE OF QATAR OR IN THE QATAR FINANCIAL CENTRE. THIS MEMORANDUM AND THE UNDERLYING INSTRUMENTS HAVE NOT BEEN APPROVED, REGISTERED OR LICENSED BY THE QATAR CENTRAL BANK, THE QATAR FINANCIAL CENTRE'S REGULATORY AUTHORITY, THE QATAR FINANCIAL MARKETS AUTHORITY OR ANY OTHER REGULATOR IN THE STATE OF QATAR. THIS DOCUMENT AND ANY RELATED DOCUMENTS HAVE NOT BEEN REVIEWED OR APPROVED BY THE QATAR FINANCIAL CENTRE'S REGULATORY AUTHORITY OR THE QATAR CENTRAL BANK. RECOURSE AGAINST THE FUND, AND THOSE INVOLVED WITH IT, MAY BE LIMITED OR DIFFICULT AND MAY HAVE TO BE PURSUED IN A JURISDICTION OUTSIDE QATAR AND THE QATAR FINANCIAL CENTRE. Confidential Private Placement Memorandum 115 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108344 CONFIDENTIAL SDNY_GM_00254528 EFTA01451631