5 ILPA Principles 3.0 Overview Background The Institutional Limited Partners Association (“ILPA”) produces industry best practices aimed at improving the private equity industry for the long-term benefit of all industry participants and beneficiaries. The ILPA Principles (the “Principles”) were first published in September 2009 to encourage discussion between Limited Partners (“LPs”) and General Partners (“GPs”) regarding the alignment of interests in private equity fund partnerships. In the year following the Principles’ initial release, ILPA solicited additional feedback from the LP and GP communities and subsequently released an updated version in 2011 to address certain issues requiring addi- tional focus, clarification or consideration of practical implications. This third edition of the Principles builds on prior versions by addressing an expanded array of issues, taking into consideration evolving industry and policy dynamics impacting private equity fund partnerships. As in prior editions, this version incorporates ideas and suggestions accumulated via extensive dialogue with a range of constituencies across the private equity industry. ILPA continues to assert that three guiding principles form the essence of an effective private equity partnership: alignment of interest, governance and transparency. With these guiding principles in mind, this third edition of the ILPA Principles includes expanded, clarifying guidance on: • Fund Economics • Key Person Provisions • LPAC Responsibilities • Fiduciary Duty The third edition also addresses new and emerging issues including: • Fee and Expense Reporting • LPA Compliance and Assurance • Subscription Lines of Credit • Co-Investments • Non-Financial Disclosures: Incident Reporting, Regulatory Compliance • ESG Integration • GP Ownership and Succession Issues • GP-led Secondaries Transactions • Conflicts of Interest Arising from Parallel Vehicles and Cross-Fund Investments OVERVIEW