23 ILPA Principles 3.0 Changes to the Fund For any change to the fund requiring an LP vote, “no responses” should be treated as abstentions, and excluded from both the numerator and denominator. LPA Amendments Except for removals or issues requiring specified consent, any amendment to the LPA should require the consent of the GP and the approval of a super majority in interest of the LPs, and should be disclosed to all LPs, even if the LPA allows the LPAC to approve the amendment. Subsequent and contin- uous amendments made to the LPA, as fundraising negotiations advance, should be disclosed to all LPs, andGPsshouldconfirmthatallLPshaveacknowledged receipt of all final documents prior to closing. The LPAC should reserve the right to express an opinion on the matter to other LPs. Amendments that negatively impact the economics of a single LP should require that LP’s consent. Notice of any amendments to the LPA should be distributed to all LPs. LPA Amendments Super Majority of Interest Dissolving Fund Super Majority of Interest Without Cause, GP Removal Investment Period Simple Majority of Interest Suspension (e.g., Key Person Trigger) Reinstatement of Super Majority of Interest the Investment Period GP Removal A super majority in interest of the LPs should have the ability to elect to dissolve the fund or remove the GP without cause. LPs should have the ability to remove a GP for bad acts upon preliminary determination, rath- er than a final court decision not subject to appeal. The termination of the individual responsible for such actions should not be deemed to be a cure or remedy. Suspension of Commitment/ Investment Period A simple majority in interest of the LPs should have the ability to elect to effectuate an early termination or suspension of the commitment period or the invest- ment period without cause. A key person or cause event, e.g., fraud, material breach of fiduciary duties, material breach of agree- ment, bad faith, gross negligence, etc., should result in an automatic suspension of the investment period, to become permanent within 90 days, unless and until a super majority of LPs in interest affirmatively vote to reinstate. Stated Investment Strategy The stated investment strategy is an important di- mension that LPs rely on when making a decision to commit to a fund. Most LPs commit to PE funds with- in the context of a broad and diversified portfolio of investments and select each fund for the specific strategy and value proposition it presents. The fund’s strategy must be well-defined and investments made by the GP should be consistent with the investment strategy that was described when the fund was raised. In addition to concentration limits for particular sectors that may be contractually set, the GP should consider limitations on the amount of capital that can be called on an annual basis to avoid over- concentration in short time periods. Any changes to the fund’s investment strategy should be disclosed and approved by a super majority in interest of the LPs. Recommended Thresholds for Key Changes to the Fund FUND GOVERNANCE