26 Co-Investment Allocations GPs should disclose to all LPs in advance, through both the PPM and LPA as well as any regulatory filings, a framework for how co-investment opportunities, interests and expenses will be allocated among the fund and any participating co-investors, including whether any prioritization will be applied to how such opportunities will be allocated. Such a framework may make reference to certain factors that may influence GP discretion in allocating opportunities as they occur. Policies should describe how GPs will disclose and/or mitigate potential conflict of interest issues as well as any risks tied to a specific transaction due to the co- investment tranche, e.g., concentration limits. Policies should be disclosed in writing. Such policies should not be excessively prescriptive, but sufficiently clear as to be verifiable ex post. Where rights to evaluate or participate pro-rata in co-investment opportunities have been granted via side letters, GPs should disclose the existence of such arrangements to all LPs. GPs should also disclose whether differentiated economics have been offered to LPs participating in co-investments, as well as the allocation of any follow-on investments related to co- investments. Any fees payable to the co-investment vehicle should accrue to the underwriting fund to be offset against management fees. During the fundraising process, where GPs have granted preferential access to co-investment opportunities to LPs participating in subsequent closes, GPs should carefully consider how to balance interests across different investors and classes of LPs. GPs should have the option but not the obligation to provide co-investment opportunities to any electing LPs or third parties. GPs should ensure that all suitable investment opportunities received by the GP, fund manager, key persons, or affiliates will first be allocated to the fund, if the opportunity fits the fund’s investment strategy and the fund has available remaining commitments. In presenting a co-investment opportunity to LPs, GPs should provide prospective co-investors with the strategic reasoning for including the co-investment tranche rather than allocating the entire amount to the fund. Any parallel vehicles or any affiliates of the GP should be permitted to participate in co-investment opportunities, but only in the same securities and on the same terms as the LPs in the fund. Any related fees or expenses should be allocated on a pro rata basis across all classes of investors. Where co-investments have been offered to any other vehicle managed by the GP or an entity beyond the commingled fund, GPs should disclose to the LPAC, particularly where there may be a conflict of interest, including an explanation as to why it has been offered to more than one vehicle or an entity beyond the fund, especially if the deal does not broach a fund’s agreed concentration limits. GPs should disclose any and all syndication fees and who benefits from them. GPs could consider employing a pre-qualifying assessment or other process, during fundraising and at appropriate intervals over the investment period, to confirm LPs’ interest and ability to execute on a co- investment opportunity. FUND GOVERNANCE