ILPA Principles Endorsements (Updated: April, 2017)

Historically, the private equity partnership structure has been effective in aligning the interests of investors (the “limited partners”) with those individuals managing the money (the “general partner”). By sharing a substantial portion of profits with the general partner and requiring the general partner to have a meaningful equity interest in their own funds, a business culture was created where most private equity firms were able to maintain a single-minded determination to maximize returns on the underlying . The principles contained herein are a means to restore and strengthen the basic “alignment of interests” value proposition in private equity.

Certain terms and conditions that have gradually evolved should receive renewed attention in private equity partnership agreements entered into prospectively in order to () correctly align interests between general partners and limited partners, (ii) enhance and (iii) provide greater transparency to investors. A summary of private equity principles is provided below. Appendix A contains details on preferred private equity terms, and Appendix B contains best practices for Limited Partner Advisory Committees (“LPAC”).

The concepts contained in these documents reflect suggested best practices and are intended to serve as a basis for continued discussion among and between the general partner and limited partner communities with the goal of improving the private equity industry for the long-term benefit of all its participants. These documents were developed through the efforts, contributions and collaboration of many institutional private equity investors and their senior officers, the Institutional Limited Partners Association (“ILPA”) and the Private Equity Principles and Best Practices Committee of the ILPA Board of Directors. They reflect the input and feedback from these market leaders and from discussion amongst limited partners at ILPA roundtable events and from a comprehensive survey/questionnaire of the ILPA membership.

Endorsement of the ILPA Private Equity Principles

The ILPA has authored the ILPA Private Equity Principles, a document that contains best practice concepts and that speaks to issues relating to the alignment of interest between general partners and limited partners, fund governance and transparency and reporting. It is intended to serve as a common framework for continued discussion among and between the general partner and limited partner communities with the goal of improving the private equity industry for the long-term benefit of all its participants. Endorsement of these Principles is an indication of general support for the efforts of the ILPA and industry supporters to contribute to an effort to strengthen the basic “alignment of interests” value proposition in private equity. The authors, sponsors and the groups below that have provided an endorsement of these Principles are not specifically committing to (nor seeking the commitment) of any private equity investor to each and every outlined term.

The following organizations have recently added their endorsement to the ILPA Private Equity Principles:

ABB Merchant Banking CapRidge Partners, LLC CrowdOut Indiana Public Retirement System (INPRS) Lighthouse Funds, LLC M&G Private Funds Investment SDS Capital Group Tree Partners Yesna Capital

Complete list of organizations that have endorsed the ILPA Private Equity Principles:

ABB Merchant Banking General Partner* Aberdeen Adveq Management AG Abu Dhabi Investment Authority AEW Capital Management Access Capital Partners Al Masah Capital Limited Achmea B.V. Allianz Capital Partners GmbH Acorn Growth Companies Company* Advanced Capital Almanac Realty Investors, LLC

Institutional Limited Partners Association 55 York Street, Suite 1200 Toronto, ON M5J 1R7 (416) 941-9393

AlpInvest Partners Inc. Chicago Teachers’ Alsis Funds, LLC Chrysler Group, LLC Alterna Capital Partners City of Philadelphia Board of Pensions and Altius Associates Limited Retirement American Trading & Production Corporation Clayton, Dubilier & Rice, Inc. Amero Global Investors, LLC CLSA Capital Partners AP2 - Second Swedish National Pension Fund Colleges of Applied Arts and Technology Pension AP6 - Sixth Swedish National Pension Fund Plan Coller Capital APG Asset Management Colony Capital, Inc. , LLC Colorado Public Employees' Retirement Association ARA Asset Management Limited Congress Asset Management Company Arcano Capital Continuity Capital Partners , LLC Conundrum Capital Corporation Argos Investment Partners, LLC Crestview Partners Alternatives CrossBay Capital Partners Asian Development Bank CrowdOut Capital Avenue Capital Group CS Capital Management, Inc. Corporate Pension* CVC Capital Partners Bay Hollow Associates, LLC Danske Bank Belgian Investment Company for Developing DEG - Deutsche Investitions-und Countries Entwicklungsgesellschaft mbH BlackRock Alternative Investors Deutsche Asset & Wealth Management - Real Estate (RREEF) Blue B.V. Diamond Capital Management Inc. DKA Capital British Columbia Investment Management DMLT - Investment Café Corporation Doughty Hanson Partners, LLP Brockton Capital, LLP Durbin Bennett Peterson - Private Wealth Brookfield Asset Management Management, LLP BT Pension Scheme Management Limited The Edgewater Funds The California Public Employees' Retirement System EIG Global Energy Partners (CalPERS) EIV Capital California State Teachers' Retirement System Employees Retirement System of Texas Camden Living Employees' Retirement System of the State of Hawaii Canada Pension Plan Investment Board Energy Trust Partners Canada Post Pension Plan Equity International Canadian Medical Protective Association Export Development Canada Canyon Capital Realty Advisors F&C Investment Business Limited Capital Analytics Falcon Investment Advisors, LLC Capital Dynamics Fifth Third Bancorp Capri Capital Partners, LLC Financiere Arverne CapRidge Partners, LLC Finnish Fund for Industrial Cooperation Ltd Fire and Police Pension Association of Colorado Casa Grande De Cartagena, S.L. First Reserve Castik Capital S.à r.l. Florida State Board of Administration Castlelake FMO Catalina Partners Fondaction CSN Catalyst Capital Group Inc. Franklin Park Associates, LLC CB Richard Ellis Investors Fusion Investments Ltd. CBO Investment Management, Ltd Future Fund Management Agency CDC Group Generation Investment Management CDIB Capital GenSpring Family Offices CDP Capital GIC Special Investment Pte Ltd Center for Investor Welfare and Corporate Gilde Buy Out Partners Responsibility, UC Davis GI Partners Centinela Capital Partners The Gores Group Charterhouse Capital Partners Guardians of New Zealand Superannuation

Institutional Limited Partners Association 55 York Street, Suite 1200 Toronto, ON M5J 1R7 (416) 941-9393

GVFL Limited MN Hamilton Lane Advisors M&G Private Funds Investment HarbourVest Partners, LLC Public Pension* Harrison Street Real Estate Capital, LLC Moreland Management Company Health Evolution Partners Morgan Creek Capital Management, LLC Investment Company* Multiples Alternate Asset Management Heitman National Capital Partners Hellman & Friedman, LLC National Council For Social Security Fund, P.R.C Hermes GPE, LLP Nationwide Mutual Insurance Company HgCapital NB Private Equity Partners Hillenbrand Capital Partners Employees' Retirement System The Jockey Club New York City Fire Department Pension Fund, Horizon Equity Partners Subchapter 2 HPE New York City Police Pension Fund, Subchapter 2 Hunt Consolidated Inc. New York State Common Retirement Fund Corporate Pension* New Zealand Venture Investment Fund IDFC Limited NewParadigm IFM Investors (Industry Funds Management) Nexus Group IFU Indiana Public Retirement System (INPRS) Northern Pacific Group Industriens Pension Norfund Intellecap Northleaf Capital Partners Inverness Management, LLC Nossaman, LLP Real Estate NSL & Co. International B.V. Iowa Public Employees' Retirement System Oaktree Capital Iron Point Partners, LLC Ohio State Teachers Retirement System Jaguar Growth Partners, LLC Omnivore Capital J.G. Assis de Almeida & Associados Onex JP Morgan Private Equity Services Ontario Municipal Employees Retirement System Kenyon College (OMERS) Private Equity KERN Partners Ltd. Ontario Teachers' Pension Plan Board Kerogen Capital OPTrust Private Markets Group Kindle Capital Management Inc. Oregon State Treasury Kohlberg & Company, LLC Ostrich Investments Cayman Limited & Co PAMA Group Kusuntu Partners Panoramic Growth Equity L&B Realty Advisors, LLP Pantheon Ventures, LLP LaSalle Investment Management Parkway Properties, Inc. Lee Equity Partners, LLC Partners Group Leonard Green & Partners PCCP, LLC Leopard Capital PCG Capital Partners, LLC Lighthouse Funds, LLC Penfund Lindsay Goldberg & Co. Public Pension* Lion Capital The Public Sector Pension Investment Board (PSP) The Lionstone Group Pension Consulting Alliance, Inc. Lockheed Martin Investment Management Company Performance Equity Management, LLC Los Angeles City Employees' Retirement System Advisers Ltd. Loyola University Chicago PFA Pension LP Analyst PineBridge Investments LP Capital Advisors Platinum Equity Capital Partners MacFarlane Partners Primary Wave IP Investment Management Massachusetts Pension Reserves Investment Principal Real Estate Investors, LLC Management Board Private Equity Exchange Marble Capital, LP General Partner* MatlinPatterson Global Advisors Profuturo Private Pension Plan – Scotiabank Group Meketa Investment Group, Inc. Proparco MetLife Partners General Partner* Prudential Real Estate Investors

Institutional Limited Partners Association 55 York Street, Suite 1200 Toronto, ON M5J 1R7 (416) 941-9393

QIC Storebrand Quad-C Management Strategic Partners Fund Solutions Quantum Resources Management, LLC Strategic Value Partners General Partner* Stratford Land RDV Corporation Syntaxis Capital, Ltd Robert Wood Johnson Foundation Talisman Global Asset Management SAMPENSION Teacher Retirement System of Texas San Diego City Employees' Retirement System Teachers' Retirement System of the City of New York San Francisco Employees' Retirement System General Partner* Sarona Asset Management Inc. Telefonica Capital S.A.U Saybrook Capital Tennenbaum Capital Partners, LLC Other* Terra Firma Capital Partners School Employees Retirement System of Ohio Thayer Lodging Group SDS Capital Group TorreyCove Capital Partners, LLC Partners TPG Capital Secondcap Limited Tricon Capital Group Triple P Capital Sentinel Trust Company Triton SilkRoad Property Partners Turtle Creek Investment Advisors, LLC Silver Lake UMWA Health & Retirement Funds Sindicatum Sustainable Resources Union Partners, LLC SINERGIA Private Equity United Nations Joint Staff Pension Fund Siris Capital Group LLC Endowment* Sky Tree Partners University of Michigan SL Capital Partners, LLP University of Missouri Smithfield Consultants Limited University of Texas Investment Management South Yorkshire Pensions Authority Company * University of Toronto Asset Management Spalding Advocacia Empresarial Corporation Spindletop Capital USAA Spring Capital Asia USS Investment Management Limited Square Mile Capital Management, LLC Vencap International Family Office* Vestar Capital Partners Starwood Capital Virginia Retirement System State of Michigan Retirement Systems Walton Street Capital State of New Jersey Investment Division State of Tennessee Treasury Department - Washington State Investment Board Investment Welsh, Carson, Anderson & Stowe Division West Virginia Investment Management Board State of Wisconsin Investment Board Westbrook Partners SteelRiver Infrastructure Partners Wyoming Retirement SYTEM StepStone LLC Yesna Capital Stockbridge Capital Group, LLC Zachry Hastings Infrastructure Partners Stone Point Capital

* Where an organization’s name could not be published due to internal limitations the organization type has been disclosed.

About the ILPA The ILPA is the global, member-driven organization dedicated to advancing the interests of private equity Limited Partners through industry-leading education programs, independent research, best practices, networking opportunities and global collaborations. The ILPA has over 300 institutional member organizations collectively managing approximately $1 trillion of private equity assets. For a copy of the ILPA Private Equity Principles and a list of endorsing organizations, please visit www.ilpa.org or contact Peter Freire directly.

Institutional Limited Partners Association 55 York Street, Suite 1200 Toronto, ON M5J 1R7 (416) 941-9393