33 ILPA Principles 3.0 In order to act as effective partners and investors in a fund, as well as to fulfill their own fiduciary duties, LPs must have access to a wide range of information regarding the management of a fund. While the specific needs and requests will vary depending on the relationship, the LP should at minimum be notified of any fee or expense assessed, either to the partnership or to any portfolio companies, as outlined in the ILPA Reporting Template for Fees, Expenses and Carried Interest (2016). Fees and expenses charged to individual LPs and the fundasawholeandcarriedinterestcalculationsshould regularly and consistently be disclosed and subject to periodic review by the Limited Partner Advisory Committee and certification by an independent auditor. Fees and Expenses Fund documentation should adequately detail the definition, calculation, assessment and reporting of any fees and expenses allocable to the partnership or to portfolio companies that impact on the LP’s com- mitment to the fund and/or the net investment return. Fee and expense policies should be appropriate, rea- sonable, arm’s length and fully disclosed to investors. All fees charged to portfolio companies should be 100% offset against the management fee and accrue to the benefit of the fund regardless of the application of tax burdens or claw backs. Any management fees allocated on a pro rata basis to co-invest vehicles should accrue to the fund and be offset. The types of fees and expenses to be assessed to the LP, to the partnership and to portfolio companies should be disclosed to investors prior to the initiation of the fund. GPs and LPs should assure there is a shared and adequate common understanding of how the language in the Limited Partnership Agreement affects key fund terms, in particular provisions relating to the calculation and application of fees and expenses charged to individual investors in the fund and to the partnership. GPs should disclose each LP’s commitment per- centage in order to assist reconciliation of fees and expenses. Feesandexpenseschargedtotheportfoliocompanies, to the investors in the fund, or to the partnership, and any fees charged by captive operations providing services to the GP, should be consistently disclosed on a quarterly basis to all LPs, following the data points and definitions as expressed in the ILPA reporting standards including the Reporting Template for Fees, Expenses and Carried Interest (2016). These quarterly disclosures should be provided with sufficient detail to enable investors to evaluate and validate the calculation of management fees and partnership expenses, offsets to management fees and partnership expenses, as well as accrued and paid carried interest and other features as detailed in the ILPA Reporting Template (2016). GPs should provide the models used for calculations of fees, expenses, carried interest and net IRR calculations and be responsive to requests to provide or explain their models. All fees not subject to offset should be disclosed to investors. Fund documentation should outline clear definitions used for related parties and list the related parties that will be involved in the management or operations of the fund, with subsequent notifications to investors as necessary over the life of the fund. Fees received by related parties, whether charged to investors or to portfolio companies, should be appropriately noted as in the ILPA Reporting Template (2016). If an operating partner or other affiliate acting in support of the fund’s operations is participating in the economics of the GP, this should also be disclosed. Fee and expense reporting should be included within the scope of the fund’s annual audit, which should also include testing of a representative sample of LP- level expense allocations and waterfall calculations. The presentation of allocable and charged fees and expenses should be consistent with provisions in the limited partnership agreement and side letters and should be presented such that it can be referenced within that pre-agreed language. Financial Disclosures FINANCIAL DISCLOSURES