24 GP-led Secondary Transactions LP Engagement and Role of the LPAC GPs should engage the LPAC at the earliest opport- unity around the objectives and logic for the transaction, process of the transaction, and terms and framing of the deal. In presenting the rationale, GPs should provide information on the quality and outlook for the remaining investments, the amount of (new) capital required, the projected time to realization, and the reasoning for a GP-led transaction with the addition of new capital rather than a fund term extension or other alternative. Before the terms of the deal are presented to all LPs, any conflicts related to the transaction should be disclosed, mitigated where possible, and approved by the LPAC. GPs should disclose to the LPAC, and to electing LPs upon request: • Number, range, and content of bids received; • LPAC member participation as acquirers, if any; • Management fee and carried interest amount for LPs in the continuation fund; • Management fee and carried interest for LPs allocating primary capital (i.e., staple), if any; • Any other meaningful changes in the terms versus the original fund, e.g., approvals, key persons, related to either the continuation vehicle or the stapled primary capital. For a more detailed list of expected disclosures, and the expected timing around these disclosures, both LPs and GPs should refer to ILPA’s GP-led Secondary Fund Restructurings: Considerations for General and Limited Partners. Structure of the Process GPs should ensure processes are fair and transparent. GPs should ensure that LPs are afforded sufficient time to evaluate the transaction and that transaction fees and expenses are allocated according to existing fund documents and/or in relation to which parties benefit from the transaction. LPs electing to roll their interests rather than sell should be provided the option to participate in the new structure with no change in economic terms, i.e., a “status quo” option. Any process should conform with the LPA, which should include high-level anticipatory language around the process, such as disclosures, notice peri- ods, conflict approval protocols and voting processes, and expense allocations. Advisors to the Transaction GPs should engage an experienced advisor to so- licit bids at the cost of the GP and not the fund. The LPAC should review the GP’s selection of the advisor including the advisor’s role, scope of services, and fee arrangement. The LPAC should have the right to hire its own advisor to offer counsel on the process, sepa- rate from the GP-selected advisor. In certain instances, particularly in complex transac- tions, selling LPs may benefit from an independent fairness opinion. FUND GOVERNANCE