SVP Cap Solutions Fund II & Banner Ridge Secondary Fund V

Capital Solutions Fund II
Presentation Prepared for

State of Wyoming
July 2023
STRATEGIC VALUE PARTNERS, LLC

© 2023 Strategic Value Partners, LLC. All Rights Reserved. SVP STRATEGIC VALUE PARTNERS logo, SVPGLOBAL, and SVPGLOBAL logo are trademarks of Strategic Value Partners,
LLC and are registered or pending registration in the United States, Australia, Brazil, Chile, Colombia, European Union, Switzerland, United Arab Emirates and United Kingdom.
General Disclaimers
This presentation is not an offer to sell or a solicitation of an offer to buy any interest in any fund or account managed by Strategic Value Partners, LLC or its affiliates (“SVP”). Any such offer may only be made by a Confidential
Private Placement Memorandum, which contains summary information relating to, among other things, the numerous risks and conflicts of interest involved in such investment, including the illiquidity of such investment and the risk
of a total loss of the amount invested. Any reference to “We” or “Our” throughout the presentation refers to SVP.
For endnote and source references, please refer to the end of this presentation. Please also see “General Disclosure Notes” for a complete understanding of this presentation. Please see important disclosures on gross and net
calculations and performance reporting at the end of this presentation. Projected financial information and other forward looking statements do not, nor are they intended to, constitute a promise of actual results.
Please also refer to the section titled "Material Risks" at the end of this presentation for an overview of the key material risks and limitations related to an investment in the Strategic Value Capital Solutions Fund II (“Capital Solutions
II”, “SVCS II” or the “Fund”).
The performance information herein is presented in a manner not consistent with the Global Investment Performance Standards ("GIPS"). However, other certain prospective investors in the Fund will receive performance
information that is GIPS-compliant. Presenting performance information in accordance with GIPS results in lower performance than is generally provided to you. Additional information regarding GIPS performance is available upon
request.
MATERIAL RISKS OF AN INVESTMENT IN STRATEGIC VALUE CAPITAL SOLUTIONS FUND II
An investment in the Fund involves a high degree of risk, including the risk of a partial or total loss of capital, should be deemed a speculative investment and is not intended as a complete investment program. It is intended for sophisticated investors who fully understand
and are capable of bearing the risks of an investment in the Fund. No guarantee or representation is made that the Fund will achieve its investment objectives, that its strategies will be successful or that investors will receive a return of their capital (including any
contributions in kind or in cash). The following discusses certain risks and actual and potential conflicts of interest. However, it is not intended to serve as an exhaustive list or a comprehensive description, and other risks and conflicts not discussed below including new ones
or ones not considered material as of the date of this presentation may arise in connection with the management and operation of the Fund. For a more comprehensive list of risk factors, please refer to the Fund’s Confidential Private Placement Memorandum.
No Assurance of Investment Returns. All of the Fund’s investments risk the loss of capital. There can be no assurance that the Fund’s investment program will be successful or that investments purchased by the Fund will increase in value. An investor in the Fund
could lose its entire investment. As a result, each prospective investor should carefully consider whether it can afford to bear the risks of investing in the Fund. All investors in the Fund should consult their own legal, tax and financial advisors prior to investing in the Fund.
There can be no assurance that investments will yield comparable results to those described in materials provided to prospective investors. Such rates of return were achieved in the past under different economic and industry environments. Accordingly, there can be no
assurance that these or comparable returns (or even positive returns) will be achieved by investments individually or in the aggregate or that there will be any return of capital. The Fund is likely to make investments relying upon analysis or projections developed by SVP or
a portfolio company concerning such portfolio company’s future performance and cash flow. Analysis and projections are inherently uncertain and subject to factors beyond the control of SVP and the portfolio company in question. The inaccuracy of certain assumptions,
the failure to satisfy certain financial requirements and the occurrence of unforeseen events could impair the ability of a portfolio company or any fund investment to realize projected values and/or cash flow.
Long-Term Nature of Investment. An investment in the Fund requires a long-term commitment, with no certainty of any return or profit on such investment.
Dependence on Personnel. The Fund’s performance is largely dependent on the talents and efforts of certain highly skilled individuals. Competition in the financial services, private capital and alternative asset management industries for qualified investment professionals
is intense. SVP’s ability to effectively manage the Fund’s portfolio depends on the ability of SVP to attract new employees and to retain and motivate existing employees. Although personnel of SVP will commit a significant amount of their business efforts to SVP, personnel
of SVP are generally not required to devote any specified portion of their business time to the Fund’s affairs. Although SVP believes that the success of the Fund is not dependent upon any one investment professional associated with SVP , if the Fund were to lose the
services of one or more of SVP’s key individuals, the consequences to the Fund could be negative, including, among other things, adversely affecting the Fund’s ability to (i) source and execute transactions on terms favorable to the Fund or (ii) operate, develop or exit
investments.
Illiquidity; Transfers and Withdrawals. Interests in the Fund have not been registered under the Securities Act, the securities laws of any state or the securities laws of any other jurisdiction, and, therefore, cannot be transferred or sold unless they are subsequently
registered under the Securities Act and other applicable securities laws or an exemption from registration is available. It is not contemplated that registration under the Securities Act or other securities laws will ever be effected. There is no public market for interests in the
Fund and one is not expected to develop. An investor will not be permitted to assign, sell, exchange or transfer its interest to a third party without the prior written consent of the general partner, which consent may be withheld in the sole discretion of the general partner.
Investors will not have the right to withdraw from the Fund.
Capital Call Defaults. Capital calls will be issued from time to time at the discretion of SVP, based upon its assessment of the needs and opportunities of the Fund. To satisfy such capital calls, investors with outstanding unfunded commitments may need to maintain a
substantial portion of their commitment in assets that can be readily converted to cash. Except as specifically set forth in the applicable Fund’s operating agreement, such investors’ obligation to satisfy capital calls will be unconditional. The Fund’s operating agreement
provides for significant negative consequences to an investor in the event such investors defaults on its commitment or any other payment obligation. In addition to losing its right to potential distributions from the Fund and other remedies set forth in the operating
agreement, a defaulting investor may be assessed an immediate reduction of the ratio of (i) the aggregate capital contributions of such investor to (ii) the aggregate of all capital contributions of all investors, without duplication and forego any gains arising after its default that
relate to any investment in which such investor made a capital contribution prior to such default. The defaulting investor will also remain liable to pay its pro rata share of the management fee.
Nature of Investments. Subject to the restrictions set forth in the Fund’s operating agreement, SVP will have broad discretion in making investments for the Fund. Investments will generally consist of debt, equity securities and loans and other instruments and assets
that may be affected by business, financial market or legal uncertainties. There can be no assurance that SVP will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be
volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Fund’s activities and the value of its investments. In addition, the value of the Fund’s
portfolio (especially fixed income securities) may fluctuate as the general level of interest rates fluctuates. No guarantee or representation is made that the Fund’s investment objectives will be achieved, or the Fund will be able to generate any return for investors. Past
performance is no guarantee of future results.
Not a Promise of Actual Results: Target return and volatility figures do not, nor are they intended to, constitute a promise of actual results. Actual returns and volatility may vary significantly from the target figures included in this presentation.
Past performance is not necessarily indicative of future performance. Future returns may be higher or lower than the results portrayed in this presentation. The performance information included in this presentation relates to the past performance of
certain of the Funds. The investment strategy, goals, credit risk and investment horizons of the Funds going forward may differ from the past, and there can be no assurance that similar results will be achieved.
Investments described herein have been selected to demonstrate investment strategies, techniques and modes of analysis utilized by SVP and should not be considered illustrative or typical of the investments in funds or accounts managed by SVP.
It should not be assumed that the investments purchased by funds and accounts managed by SVP in the future will have similar results as the investments discussed in
this presentation.
Sources; Forward Looking Statements: This presentation was prepared by SVP based upon information from sources believed to be reliable. However, SVP does not guarantee the accuracy of the information provided. This presentation
includes opinions, projections and other forward-looking statements that reflect the opinions of SVP and are not guarantees of future performance.
This presentation includes various forward-looking statements with respect to the fund. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,” “believes,” “plans,” “may,” “will,” “should,” “could,” and other similar expressions are
intended to identify such forward-looking statements. Forward-looking statements are necessarily speculative, speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all of which may change over
time. The following factors, among others, could cause actual results to differ materially and adversely from those projected by means of such forward-looking statements: operational factors relating to the performance of the fund, market
conditions, and general economic conditions. Any statements made that are not historical facts should be considered to be forward-looking statements.
Comparison to Third Party Indices: Various third party indices and benchmarks are referenced because they are well recognized measures, which relate to the investment strategy of the Fund, but do not reflect the actual portfolio, fees and
expenses, credit risk, volatility or investment strategy of investment funds and accounts managed by SVP. SVP sources index data from third parties, and we can therefore make no guarantee as to their accuracy. Unless otherwise specified, we
seek to cite the latest index data available, and we may therefore cite updated or revised index data in future materials without notice. Calculations are performed by eVestment Analytics and are based on the monthly returns for SVRF and each
index. 2
No Obligation to Update: SVP does not undertake any obligation to update or revise any information contained in this presentation to reflect events, circumstances or changes in circumstances or expectations after the date of this presentation.
© 2023 Strategic Value Partners, LLC. All Rights Reserved.
The Firm
Global private credit firm, with strengths in credit, distressed debt and private equity
• Founded in 2001 by Victor Khosla Firm AUM

As of May 31, 2023
• $18.0 billion in AUM at the end of May 2023. First close of SVCS II at Capital Solutions
Special
Market Leader in $1.5 billion in March 2023
$5.8B
Situations I-IV
$5.3B
Private Credit $18.0B
• Full skillset, from trading, lending and restructuring to private
equity control Restructuring Special
Situations V
Fund $1.2B
$5.5B
Other $0.2B
Strategy Breakouta
• 183-person team with 84 investment professionals; offices in SVP Funds Purchases – Last 10 Years*
Greenwich, CT, London and Tokyo Trading
Event Control
Global • Europe – place of special strength Driven
14%
23%
Expertise − Early entrant in 2004; typically 35-50% portfolio & investment team
Private Debt,
− Consistently ranked Best Distressed Loan Investor (2014-2019, Restructuring
2021) by GlobalCapital (formerly Euroweek) 63%
Geographic Breakout
SVP Funds Purchases – Last 10 Years*
• Started in Corporate 20+ years ago; built-out skills in specialty sectors, Other
Broad Focus: including Aviation, Real Estate, Power & Renewables and Infrastructure
7%
Corporate and
Specialty Sectors • Today, own platform companies in Aviation (Deucalion), Real Estate- Europe North
38% America
Retail (WPG) and Power & Renewables (Genon) 55%
Sector Breakouta
SVP Funds Purchases – Last 10 Years*
• Pivot deployment across strategies as investment opportunity shifts; Aviation
12%
Opportunistic, lean into deep value, more trading and event driven deals in a Real Estate
Flexible Strategy downturn, then shift to private debt and PE control 11%
Infrastructure
• Result: “evergreen approach” vs. “boom & bust” investment style Corporate 10%
60%
Power Generation
7%
*Geographic, sector and strategy exposure based on total invested capital across SVP funds from April 1, 2013 through March 31, 2023.
Please see the “General Disclosure Notes” at the end of this presentation for information on calculations and determinations included herein.
a. Determinations of investment classification, sector and strategy involve the judgment of management.
3

Select Key Industries
SVP utilizes a thematic industry approach focused on market leading and
fundamentally sound businesses, which may be experiencing temporary
financial, operational or other challenges
Infrastructure Real Estate Building Materials Aviation
Industrials (inc Packaging) Consumer Manufacturing Energy
Includes oil & gas, power

(e.g. ethanol) and renewables
The select investments presented are intended to be illustrative of the types of investments that have been made by SVP funds and do not include all investments made.
4

The Team
Our business model – “three pillars” – is distinct, even unique, and has been key
to our success
Investment Team: 41 (Jan 2020) 84 (May 2023)
183 People
Deal Analysis &

52
Financial Restructuring
US EUROPE
Sourcing 12 Victor Khosla, CIO Operational Management 16

David Geenberg John Brantl
Brian Himot HJ Woltery
Kevin Lydon Sujan Patel Alvaro Fabian Paul Marchand
Jason Pike William de Wulf Dave Richards
Greg Braylovskiy Michael Schwartz Anders Hemmingsen Sergei Spiridonov
Ari Barzideh Alex Mignotte Jonathan Waggoner
Bouk van Geloven Dan Raffe
Joseph Pontrello Matthias Sander
John Morabito
Chad Ellis
Risk Management Jon Kinderlerer 4
Firm/Commercial Strategy Investor Relations Finance, Operations, Legal

Ranji Nagaswami Michael Hewett Edward Kelly, COO
Sarah Pillmore, HR/Talent Greg Lawton Lewis Schwartz, CFO 99
Gabe Brecher*, GC and CCO
Mitul Shah,Tax, Mgmt Company
Goran Puljic (US)

José Barreiro (EU) Guillaume Hannezo(EU) Leonardo Mathias (EU)
Advisory Tom Tull (US)
Patrick Daniello(US) Jeff Johnson (US) Atosa Moini (EU) 13
Council David Weaver (EU)
Stephen Gordon (US) Dagmar Kent Kershaw (EU) Saul Nathan (EU)
Stefan Winter (EU)
Chris Miguel
Martin Andy Stephen Doug Mark Tyler Marcus David Mark
Portfolio Pappas Dave Swift
Ness Pearson Schaefer Gilstrap Kohlmann Zurcher Duvall Rowland Siegel Robertshaw 12
Chairs Klöckner OmniMax
Dolphin Douro GenOn IPC Group Pfleiderer PureField SH 130 SilverBow Swissport Vita Group
Pentaplast
*Gabe Brecher joined the Firm as the General Counsel and CCO on May 22, 2023.
Unless otherwise indicated, all data on this page is as of May 1, 2023. Please see the “General Disclosure Notes” at the end of this presentation for information on Advisory Council members, Operational Management
members and Portfolio Chairs. Compensation for these persons is borne directly or indirectly by SVP managed funds and accounts.
5

Capital Solutions Funds – Highlights
Our approach—DNA—has been consistent over the last 10 years
As of Broad Mix of Corporate plus Invest Majority in Purchase

3/31/2023 Strategies Specialty Sectors Globally Mid-Sized Deals Senior Debt
6%1% 1%
SMA I 25% 22%
12%
$524M 33% 49% 50% 55%

14%
60% 74%
53%
(2013)
10% 8% 7%
SMA II 18%
33% 35% 16% 35%
$570M 8%
53% 74%
7% 58%
59%
32%
(2017)
1%
SVCS I 18% 15% 17% 16% 18%
31%
$1.65B 37%
11%
51%
66% 47% 71%
51%
(2020)
8%
SMA III 25%
10%
31% 17%
$505M 50% 41% 49%
58%
49%
40%
44% 75%
(2021) 10%
Control
Aviation Corporate Europe Senior
Private Debt,
Infrastructure Power North America Sub
Restructuring
Real Estate ROW Equity
Event Driven, Deep value
Opportunistic Sector Expertise Balance Between Less Competitive Controlled

Flexible U.S. & Europe Segment Risk
Unless otherwise indicated, all data on this page is as of March 31, 2023. Fund size represents committed capital. Charts calculated as a percent of Invested Capital as of March 31, 2023. Classifications are based on the
judgment of management. Mid-sized defined as deals with EV below $2 billion face value and consequently EV below $1.5 billion at market prices.
6

Our Pipeline
Today’s pipeline includes approximately $250B of debt, with over 110 target
deals and 3x larger than start of 2022a
"Normal" Yearb April-December 2022 January-April 2023

Capital
Deployment $4-6 billion
($350-$500 million per month) <$175 million per month >$275 million per month
January 2022 May 2023
SVP US US Europe Europe

US Europe
Pipelinea $44bn $35bn
$118 bn$131bn $122 bn$119bn
61 deals
60 deals 60 deals
53 deals
24 deals 21 deals
Approximately $79 billion Approximately $250 billion
There is no guarantee that SVP or any SVP fund will pursue or consummate any of the opportunities in the target pipeline.
a. Determinations of investment classification, sector and strategy involve the judgment of management and are as of April 30, 2023.
b. Invested Capital between 2020 and 2022. 7

The Playbook
The 5 recent cycles are different – different catalysts – but they do rhyme
The initial opportunity in the public markets – then it morphs into the main course – Private
Debt, Rescue Financings, Debt-Equity Restructurings and PE Control
Example: COVID 2020 Cycle

1087
Mar ‘20 (High Yield Spreads)a
338 476
Jan‘20 May’23
Deep Value,
Event Driven, Rescue
Distressed sellers, not even
Financing
distressed companies
Private Debt, Debt-
Equity Restructurings, Early defaults not
Mezzanine Financing interesting – low
quality companies
PE Control
“Good companies with bad capital structures”
Unless otherwise indicated, all data on this page is as of May 15, 2023. There is no guarantee of future investment performance or deal flow and expectations described here are entirely subjective and based on our
expectations.
a. Source: BAML. Chart represents BAML US High Yield spread to US Treasuries from January 2020 through May 15, 2023. 8

General Disclosure Notes
Calculations:
SVP has used a consistent methodology, detailed in the notes following, for the purposes of all calculations in this presentation. The net asset value of all funds are audited as of December 31 each year,
except for the current year. All other calculations are unaudited and are as of March 31, 2023 unless otherwise indicated, and are subject to change.
In considering the performance information contained herein, prospective investors should bear in mind that past or projected performance is not necessarily indicative of future results, and there can be no assurance
that SVP will achieve comparable results. Each investment is subject to its own unique risks and the financial performance of the investments will vary from investment to investment and those variances may be
material. An investment or investment strategy is impacted by numerous factors, including market and economic conditions, which are out of the control of SVP and which may result in a loss to investors.
All calculations are as of March 31, 2023 unless otherwise indicated.
I. Performance Information:
It should not be assumed that the investments made by the Fund will have the same characteristics or returns as those presented herein. Past performance is not indicative of future results, and the
performance of the Fund may vary materially from the performance presented herein.
II. Firm Information:

Information for assets under management is as of May 31, 2023. Total firm-wide assets under management include amounts in certain liquidating vehicles, except where otherwise indicated. For
private equity funds and managed accounts, AUM is based on NAV + uncalled commitments during the investment period (i.e., for SVSS V, SVCS I and other funds/accounts, as applicable) and is
based on NAV during the harvest period (i.e., for SVGO I/I-A, SVSS I, SVSS II, SVSS III, SVISS IV and other funds/accounts, as applicable).
Reference to the Best Distressed Debt Investor Award refers to the award for Best Distressed Debt Investor presented to Strategic Value Partners, LLC by GlobalCapital (formerly EuroWeek).
GlobalCapital published its most recent award for Best Distressed Investor (2021) as of March 24, 2022. See https://www.globalcapital.com/. For a record of previous years, please contact Investor
Relations at investorrelations@svpglobal.com for a copy of the published rankings for 2014 through 2019 and 2021.
Employee headcount is as of May 1, 2023. Operating professionals and advisory council expenses (including salary and incentive compensation) are charged to the SVP Funds. Operating professionals
are employees of SVP. Advisory council members are consultants of the Fund and are not full-time members of the SVP team. Portfolio chairmen are chairmen of their respective boards and are
compensated by their respective portfolio companies, which is an indirect expense of the Fund. Portfolio chairmen generally do not perform services directly for or on behalf of SVP, are not employees
of SVP, are not compensated by SVP or its clients and have no ongoing relationship with SVP. While portfolio chairmen are personnel and relationships that SVP deems valuable, portfolio chairmen
generally owe duties only to their portfolio companies and typically do not owe any duties to SVP or its clients. Prior to, and following, their term as a portfolio chairman, these persons generally did
not have and most likely will not have a relationship with SVP or its clients. Portfolio chairmen are paid by their respective portfolio company, and therefore are an indirect expense of the Fund.

Strategy Summary
Manager: Strategic Value Partners, LLC (“SVP”)
Fund: Strategic Value Partners Capital Solutions II
Date: July 2023
Firm & Team
Strategic Value Partners, LLC (“SVP”) is currently raising capital for SVP Capital Solutions Fund
II (“CS II”), targeting $3.75 billion of commitments. The fund has raised $1.5 billion as of its first
close in March 2023. Since SVP formed in 2001, SVP has been an active participant in
restructuring transactions and event driven trades before beginning to take control of distressed
businesses in 2006, and ultimately launching a closed end fund with significant distressed-for-
control strategy emphasis beginning in 2008. As of December 31, 2022, SVP has invested more
than $44 billion in over 750 transactions globally across event driven, restructurings and
distressed for control types of transactions. Over these years, the SVP platform has grown
consistently, and the firm’s assets under management (AUM) now stand at approximately $17.8
billion in AUM as of December 31, 2022.
Capital Solutions Fund II focuses on allocating opportunistically to transactions sourced across

SVP’s firmwide private credit platform which encompasses more than 180 employees, more than
80 of whom are investment professionals working in the context of the firm’s global focus on event
driven trades, restructurings and distressed for control transactions. SVP is headquartered in
Greenwich, Connecticut with additional office locations in London and Tokyo. The firm has
significant European transaction expertise, with approximately 40% of the team based in Europe
and similar levels of deal flow emerging from the region over long periods of time.
SVP’s founder, Victor Khosla has invested in distressed companies for more than 33 years within
North America, Asia and Europe. He works closely with Kevin Lydon, Global Head of Sourcing;
David Geenberg, who oversees the US deal team; and John Brantl and HJ Woltery, Co-heads of
the European deal team. Additionally, Sujan Patel is Head of Real Estate and Brian Hilmot is
Head of Structured Capital. These senior professionals have an established history of working
together, with an average tenure of more than 15 years at SVP and 25 years of distressed,
turnaround, investment and other relevant experience.
Strategy & Process
Exposures within Capital Solutions II will encompass a spectrum of expected return levels and
complexity, liquidity and risk profiles with a range of transaction exposure sourced from across
the firm’s global platform. The increased diversification that results is expected to dictate a
moderately reduced net IRR target of 13-15% compared to the firm’s Special Situations Fund V,
a distressed for control strategy which seeks a return of a 15% or higher net IRR.
Within the portfolio, the highest expected return positions incorporate distressed loan-to-own
strategies wherein SVP undertakes some combination of the following steps such as acquiring
significant proportions of a challenged company’s bond issuance, converting its bond ownership
to equity through the bankruptcy process, obtaining control of the company, replacing
management teams and adding value through strategically reorienting and/or otherwise
improving target companies. These types of positions are a major component of SVP’s Special
Situations Funds I through V and have the longest expected timeline to realizing investment
proceeds. Over the past 10 years, these types of control-oriented transactions have accounted
for about 23% of AUM, which may prove illustrative of the type of expected allocation within
Capital Solutions II.
Positions with the lowest expected level of risk within the strategy, highest levels of liquidity and
lowest expected returns involve event driven trades typically found in open ended fund structures.
These shorter-term trades may be introduced as a target company’s credit spreads increase
around shorter-term events such a broad market stress, temporary stress on a given company
and/or simply a situation where another bondholder or group of bondholders become forced to
sell holdings despite those holdings being otherwise attractive. These types of trades are more
commonly held within SVP’s Restructuring Fund, an open ended vehicle with $1.2 billion in AUM
focused on liquid, event driven and large cap situations. Historically, SVP has purchased about
14% of AUM in event driven transactions, which may provide an illustration of future allocation
potential within Capital Solutions II.
Transactions characterized as restructurings fall between the previously discussed distressed for
control allocations and event driven trades if considered on a continuum of liquidity, risk level,
investment realization time period and expected return. Restructuring transactions involve SVP
acquiring a significant proportion of a target company’s bond issuance such that SVP might
influence a restructuring of the firm’s capital structure either through a pre-negotiated bankruptcy
or non-bankruptcy restructuring. In these transactions, SVP seeks to identify companies with
attractive prospects that are encumbered with poorly structured balance sheets, and realize value
by restructuring the firm’s balance sheet.
In addition to the types of transactions discussed above, SVP has focused on deepening its
expertise in several sector specialties that include aviation, real estate, infrastructure and power
generation. Individual dedicated teams focus on these areas and attempt to identify relative value
across control transactions, restructurings and/or event driven trades. These types of exposures
have historically accounted for 7-12% of SVP funds capital deployed individually and have totaled
approximately 40% in aggregate. Additional sectoral capabilities in these areas may deepen
SVP’s understanding of these types of transactions relative to more typical, non-sector focused
transactions, which SVP has labelled as “Corporate.” Corporate transactions have accounted for
approximately 60% of SVP’s purchases historically, and emphasize higher CAPEX industries
where stressed and distressed issues tend to emerge.
European exposures have historically accounted for approximately 38% of SVP funds’ invested
capital and depending on the opportunity set of transactions sourced by the team, may account
for 30-50% or more of Capital Solutions II. As an early distressed debt entrant to Europe, SVP
believes it has a well-developed and premier level sourcing platform resulting in a competitive
advantage in sourcing European transactions. For example, SVP was named Best Distressed
Loan Investor from 2014-2019 and 2021 by GlobalCapital, a European publication. A long history
of operating in Europe in a distressed and restructuring capacity may also serve as a relative
strength for SVP that is simultaneously difficult to replicate by other managers and possibly
diversifying to most private credit exposures.
Finally, SVP has discussed that it is deepening a mezzanine and structured equity expertise within
the firm, which likely will be allocated disproportionately to Capital Solutions considering the return
target of the strategy and returns on mezzanine and/or subordinated structures. Brian Himot, a
15 year industry veteran, joined the firm approximately a year ago and is responsible for building
out this capability. A possible perceived risk is that Capital Solutions II becomes overly allocated
to mezzanine or subordinated structures prior to a distressed cycle or a period of economic stress,
wherein these structures may become more challenged than senior secured holdings. However,
SVP has indicated a philosophy that continues emphasize senior debt, and indicates that these
subordinated exposures may continue to constitute around 5-10% of the portfolio, although
without firmly stating a maximum. For example, SVP Capital Solutions I, a 2020 vintage that is
the predecessor fund to Capital Solutions II, has deployed about 11% in subordinated debt.
Recommendation, Merits & Considerations
Based on the breadth and depth of the firm’s resources, global expertise in specialized private
credit investments that include control-style investments, restructurings and event driven trades;
and considering the ability of the team to combine exposures across these areas of expertise,
RVK recommends Wyoming State Treasurer’s Office invest up to $100 million in SVP Capital
Solutions Fund II. RVK believes that the following merits offset the concerns subsequently noted,
and therefore recommends the SVP Capital Solutions Fund II as a diversifying exposure to the
WSTO Private Credit portfolio.
Merits
 Exposure to SVP’s cross platform transactions – As opposed to gaining exposure in

pure-play private equity style distressed for control transactions, or investing in an
allocation solely focused on event driven dislocation trades within liquid securities, the
ability to benefit from the breadth and depth of SVP’s expertise across a full range of these
types of transactions including restructurings, may improve the robustness of returns in
the event that a significant distressed market cycle does not emerge. Although the 13-
15% net IRR targeted by Capital Solutions II is not as aggressive as the 15%+ range of
returns targeted via SVP’s distressed debt focused fund offerings, investors may benefit
from a portfolio that includes increased liquidity at the transaction level, more moderate
levels of risk, and decreased time horizons from investment to realization at the individual
transaction level.
 Differentiation through European transactional expertise – Approximately 40% of the

team is located in Europe, and the firm’s first European transaction dates back to its
founding in 2001. Commensurate with this, most of SVP’s offerings have historically
included approximately 40% exposures to European transactions and have involved
complex restructurings and control situations. Although several investment strategies
offer European distressed debt and restructuring expertise, the SVP team has focused on
the region for a considerable amount of time since the founding of its London office in
2004. Mr. Khosla, a 30+ year industry veteran remains actively involved, while European
Investment Team Co-Heads John Brantl and HJ Woltery have remained with the firm for
a significant amount of time, and offer deep expertise. (17 years with the firm and 18
years of industry experience for Mr. Brantl, and 19 years with the firm and 38 years of
industry experience for Mr. Woltery). This level of experience may lead to a skill
advantage within its peer group in all aspects of the investment process, particularly with
regard to restructuring transactions in more nuanced regulatory regimes.
 Experience and tenure –SVP has invested more than $44 billion in over 750 transactions
globally across event driven, restructurings and distressed for control types of transactions
since 2001. Consequently, we regard the firm as one of the more experienced investment
managers currently operating as a manager of global distressed debt, restructuring and
event driven trades. Moreover, the platform is led by a group of senior investors who have
an average of more than 25 years in the industry and more than 15 years at SVP.
Considerations
 Significant platform-wide AUM growth. SVP has grown relatively quickly as a firm in
terms of both headcount and AUM. With respect to AUM, SVP managed around $11
billion as of December 31, 2020 compared to $17.8 billion as of December 31, 2022.
Considering Capital Solutions II will focus across the firm’s platform, one possible
consideration may be a declining strategy capacity and a resultant requirement to
undertake less selective investment criteria to reach desired levels of scale. An example
of a related issue to this consideration is the $1.65 billion committed to SVP Capital
Solutions I compared to the significantly higher $3.75 billion targeted for Capital Solutions
II.
Mitigating factors
The firm’s AUM growth over the past three years is significant but we do not believe it is
beyond the ability of management to prudently invest. The compound annualized growth
rate is less than 20% over the past three years, some of which growth relates to strategies
that target IRRs ranging from 13-15% in addition to new capital raises.
Specifically related to assets in cross-platform strategies such as Capital Solutions II, the
growth from Capital Solutions I to Capital Solutions II initially appears significant when
considering the $1.65 billion in AUM committed to Capital Solutions I compared to the
$3.75 billion in AUM targeted for Capital Solutions II. However three existing separately
managed accounts managed to similar, although not identical, cross-platform mandates
total about $1.60 billion in commitments. If considering commitments to Capital Solutions
I plus the three individual SMAs, the existing commitments to cross-platform strategies at
SVP total around $3.25 billion, which we believe compares favorably with the additional
$3.75 billion targeted for SVP Capital Solutions II. In our experience private fund
structures regularly target around twice the commitment level of the predecessor fund,
and if considering other cross-platform mandates within SVP, the targeted commitment
level for Capital Solutions II appears reasonably calibrated.
This growth also has positive considerations including that it serves as a form of market-
based validation, as a significant footprint of institutional investors continue to evaluate
and commit capital.
 Rapid investment team growth. The investment team had 41 professionals as of

January 2020 and as of May 2023 has grown to 84. While this results in a deeper level of
expertise for the investment team, it may also introduce risks in preserving the firm’s
culture and team cohesion and may result in increased levels of turnover over the long
term.
Mitigating factors
The growth in investment team headcount that has coincided with increases in AUM also
is a positive indicator that management is re-investing in the firm and adding greater depth
to the team when senior executives could otherwise be allocating resources elsewhere.
Moreover, the team appears to be deepening expertise. If retention remains on target and
management successfully preserves positive cultural aspects, then we believe these
mitigating factors offset the consideration related to the growth of the investment team.
 Investment team turnover. Of the 41 investment team members as of January 2020,

SVP has indicated that approximately 16 (40%) remain with the firm as of July 2023.
Mitigating factors
Turnover among more senior individuals is significantly more moderate when compared
to junior team levels. For example, of fifteen Managing Director level employees as of
January 2020, ten remain with the firm. Four of the five Managing Director level
departures were a result of SVP’s instigation, according to SVP. Such actions may be
consistent with management’s attempts to improve team dynamics and/or investment
outcomes over the long term. Turnover is more concentrated at the VP level and below.
For example, all ten associate level employees as of January 2020 are no longer with the
firm, with SVP noting that the associate level has about a two-year expected tenure of
employment associated with the position, as entry level employees tend to return for
graduate school, change careers or seek other employers disproportionately.
August 3, 2023 BOARD MATTER NO. D-2
ACTION: Private Credit Investment with SVP Capital Solutions II, LLC - Capital
Solutions Fund II -- Approval of Material Terms
AUTHORITY: W.S. 9-4-715(c)(ii)
ALTERNATIVE: Approve or Disapprove Material Terms of Investment
ANALYSIS:
The State Treasurer must obtain the Board’s approval of the material terms of the
instruments governing investments in alternative assets before the Treasurer’s Office can
make any such investment. The Treasurer seeks such Board approval at this time for the
Capital Solutions Fund II private credit investment.
A memo summarizing the material terms of the documents governing the Fund investment
is attached for the Board to review in advance of the meeting.
The Treasurer’s Office will be available to review the material terms with the Board and
answer any questions. Principals with the Fund will also be available in person to answer
any questions.
TREASURER’S RECOMMENDATION: The State Treasurer recommends that the Board

approve the material terms of the State’s investment in the fund Capital Solutions Fund II.
BOARD ACTION: ________________________________________________________

SUMMARY OF MATERIAL TERMS
The following summary of terms (the “Summary”) is being furnished to the State Loan and Investment Board of
Wyoming at its request for information and discussions purposes only in connection with the State of Wyoming’s (the
“Investor”) potential investment in Strategic Value Capital Solutions Fund II. This Summary does not constitute an
offer to sell or a solicitation of an offer to buy any security in any jurisdiction. The Fund will only be offered pursuant
to the definitive documentation agreed to by and between the Investor and SVP Capital Solutions II LLC (the
“Manager”). This Summary is non-binding and is subject to and qualified in its entirety by the definitive fund
documentation. All terms used and not defined herein shall have the meaning set forth in the Confidential Private
Placement Memorandum of the Fund, as amended or supplemented from time to time (the “PPM”) or the Amended
and Restated Exempted Limited Partnership Agreement for the Partnership, as amended from time to time (the
“Partnership Agreement). Each recipient acknowledges and agrees that it is receiving this Summary only for the
purposes stated above.
Fund: Strategic Value Capital Solutions Fund II, L.P. (the “Partnership” and together with
any other limited partnerships comprising Strategic Value Capital Solutions II, the
“Fund”)
General Partner: SVP Capital Solutions Feeder Fund II GP Ltd. (the “General Partner”)
Manager: SVP Capital Solutions II LLC (the “Manager”)
Fund Objective: The Fund seeks to achieve superior risk-adjusted returns by making investments
in, and loans to, a broad range of distressed, stressed, undervalued financial and/or
other assets and issuers globally.
Fees and Expenses: Carry terms:
Capital Return: 100% to the Investor until the Investor has received distributions
equal to its funded commitments.
Preferred Return: 8% compounded annual preferred return to the Investor on

funded commitments.
Catch Up: 100% to the General Partner until the General Partner has received
distributions equal to 20% of the sum of the Preferred Return and the Catch Up.
Carried Interest: Thereafter, 20% to the General Partner and 80% to the Investor.
Management Fees: 1.75% of Invested Cost.
Organizational Fees: Capped at 0.15% of aggregate commitments to the Fund.
Investment Policies: The Fund is permitted to directly and indirectly invest globally in a broad
range of distressed, stressed, undervalued financial and/or other assets,
securities and instruments, debt instruments, structured credit instruments,
“sponsorship” equity investments in companies going through a
turnaround, debt-for-equity exchange or other voluntary exchange or
undergoing restructuring and certain other types of assets. In addition, the
Fund may take short positions and/or enter into derivatives and foreign
exchange transactions for hedging purposes or to gain exposure to any of
the investments described above. The Fund is also permitted to invest,
directly or through any vehicle managed by the Manager or its affiliates,

in securities or other financial instruments or assets and is authorized to
engage in all activities and transactions as the General Partner, in its sole
discretion, may deem reasonably necessary, advisable, appropriate or
incidental in connection therewith.
The Fund will not invest more than 15%, or in certain circumstances, 20%
of the aggregate Commitments in any single asset (the “Diversification
Cap”). However, the Fund may exceed the Diversification Cap in certain
circumstances as described in detail in the Partnership Agreement.
The Fund will not invest more than 5% of the aggregate Commitments in
any broadly-distributed actively-managed pooled investment vehicle (the
“Pooled Vehicle Cap”) organized for the purpose of collective investments
in portfolio securities or other similar property and which charges
investors a management fee and performance fee or performance
allocation (each, a “Pooled Vehicle”), except that it may invest in any
Pooled Vehicle that is managed by the Manager or its Affiliates, subject to
a fee offset. For the avoidance of doubt, investments in interests in Pooled
Vehicles deemed by the General Partner to be stressed or distressed of any
Pooled Vehicle will not be included in the Pooled Vehicle Cap.
Documents: Confidential Private Placement Memorandum of Strategic Value Capital Solutions

Fund II, as amended or supplemented (the “PPM”); Amended and Restated
Agreement of Exempted Limited Partnership of Strategic Value Capital Solutions
Fund II, L.P. (the “Partnership Agreement”); Investment Management Agreement
by, among others, the Partnership, the General Partner and the Manager (the
“IMA”)
ISSUE COMMENTS
Term; Commitments may be drawn through the period that is four years after the Final
Commitment Closing (the period ending on such date, the “Commitment Period”); provided, that
Period; the General Partner may extend the Commitment Period by up to six months.
Termination
The term of the Fund will end on the fourth anniversary of the termination or
expiration of the Commitment Period, but such term may be extended by the
General Partner by up to two one-year periods.
Distributions The General Partner will have sole discretion as to the timing, amount and form of
payment of all distributions. After the Commitment Period, to the extent available
and not called or retained for working capital, reserves or other proper purposes,
distributable amounts will be distributed at least quarterly.
Tax The General Partner will enter into a side letter with the Investor in connection
Withholding with the Investor’s admission to the Fund, providing the Investor the General
Partner’s customary Tax Withholding provision.
Redemptions Limited Partners will generally not have a right withdraw from the Fund or make
a demand for paid-in capital.
Removal of The General Partner may be removed and replaced upon the occurrence of certain
General Partner circumstances as set forth in the LPA.
Key Man As further described in the Partnership Agreement, upon the occurrence of a Key
Provision Person Event, the Commitment Period will generally be suspended, subject to
resumption with consent of 66-2/3% of the Limited Partners.
Default The organizational documents for the Fund, inclusive of the subscription
documents, will provide that any Limited Partner who defaults with respect to any
payment of its Commitment (or payment of other amounts specified therein) shall
be subject to certain consequences specified therein. Upon the default of a Limited
Partner, the General Partner may, among other things, require non-defaulting
Limited Partners to make additional capital contributions, pro rata based on their
respective Commitments, in an aggregate amount equal to the shortfall created by
such default (but not, for any such non-defaulting Limited Partner, to exceed such
non-defaulting Limited Partner’s unfunded Commitment). Defaulting Limited
Partners will be excluded from the calculation of any Limited Partner voting or
consent threshold.
Limited The General Partner acknowledges that the Investor, in its capacity as a limited
Liability of the partner of the Fund, shall have no liability with respect to the debts and obligations
State of the Fund in excess its interest and unfunded commitment, except to the extent
set forth in the Partnership Agreement or required by applicable law.
Leverage Unless consented to by Limited Partners representing a majority of total
Commitments, the General Partner will not incur indebtedness which is recourse
to the Fund, the aggregate principal amount of which is in excess of 25% of the
ISSUE COMMENTS
aggregate Commitments (the “Indebtedness Limit”). The Indebtedness Limit shall
be subject to certain carve-outs described in more detail in the Partnership
Agreement.
Distributions: The Fund may reinvest or reuse otherwise distributable proceeds and recall
Right to Recall; distributions as further described in the Partnership Agreement.
in-kinds
Other than distributions relating to the liquidation of the Fund or distributions made
to any withdrawing partner, the General Partner shall not make any distributions
to partners that are not in the form of cash and/or marketable securities, unless
otherwise approved by the Advisory Committee.
Transfer of The General Partner will enter into a side letter with the Investor in connection
State’s Interest with the Investor’s admission to the Fund, providing the Investor the General
Partner’s customary Transfer to Affiliates provision.
Disclosure, Each Limited Partner will receive (i) annual audited financial statements of the
Transparency Fund, (ii) unaudited quarterly account statements and (iii) standard annual tax
& Reporting information used for the preparation of its U.S. federal, state and other income Tax
returns.
Public Records The General Partner will enter into a side letter with the Investor in connection
Act with the Investor’s admission to the Fund, acknowledging the Investor’s obligation
under the Wyoming Public Records Act.
Standard of The General Partner confirms that the Manager (a) is registered as an investment
Care & adviser with the U.S. Securities and Exchange Commission (the “SEC”) and (b) as
Fiduciary a registered investment adviser, is a fiduciary with respect to its clients under the
Duties Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Conflicts of Various potential and actual conflicts of interest may arise from the overall
Interest investment activities of Strategic Value Partners, LLC and its affiliates for their
own accounts and for the accounts of others. Please refer to the PPM for more
comprehensive conflicts disclosure.
Advisory The Advisory Committee will provide such advice and counsel as is requested by
Committee the General Partner in connection with potential conflicts of interest or other
matters relating to the Fund. In addition, from time to time the General Partner may
in its sole discretion provide updates to the Advisory Committee, for informational
purposes, as to select developments in trade allocation and other topics that the
General Partner deems relevant to the Advisory Committee.
Valuation The Manager will value portfolio investments in accordance with its valuation
policy.
ISSUE COMMENTS
Most Favored The General Partner will enter into a side letter with the Investor in connection
Nations Status with the Investor’s admission to the Fund, providing the investor the General
Partner’s customary MFN provision.
Indemnification The General Partner will enter into a side letter with the Investor in connection
and with the Investor’s admission to the Fund, acknowledging the Investor’s
Exculpation obligations under Wyoming law with respect to indemnification.
Insurance During the term of the Partnership, the General Partner agrees to use its
commercially reasonable efforts to maintain such insurance coverage at a level that
the General Partner determines, in its sole discretion, to be commercially
reasonable under the circumstance.
Investment The General Partner has received a copy of the Wyoming State Loan and
Policy Investment Board Master Investment Policy and Sub-Policies (the “Policies”), and
acknowledges their requirements in sections 3.3 and 4.8(f)-(j) thereof, to the extent
applicable to external investment managers. For the avoidance of doubt, neither
the General Partner nor the Manager are being appointed as fiduciaries by the State
Treasurer for purposes of the Policies, but the General Partner confirms that the
Manager, as a registered investment adviser, is a fiduciary with respect to its
clients.
Sovereign The General Partner will enter into a side letter with the Investor in connection
Immunity with the Investor’s admission to the Fund, providing the Investor the General
Partner’s customary Sovereign Immunity provision.
Arbitration The General Partner will enter into a side letter with the Investor in connection
with the Investor’s admission to the Fund, providing the Investor the General
Partner’s customary No Arbitration provision.
Investment in The General Partner, the Manager, or any affiliate thereof (collectively, the
Fund by “Affiliated Parties,” and each, an “Affiliated Party”) as well as the Advisory
General Partner Council, together with their respective principals, affiliates and employees
(including their family trust and estate planning vehicles), will, directly or
indirectly, commit to the Fund, in the aggregate, an amount equal to or exceeding
the amount set forth in the Partnership Agreement.
Jurisdiction; The General Partner will enter into a side letter with the Investor in connection
Governing Law with the Investor’s admission to the Fund, providing for jurisdiction of Wyoming
courts in legal proceedings instituted solely against the State of Wyoming by the
General Partner, the Fund or the Manager.
General Partner Upon termination of the Fund, immediately prior to effecting any extension of the
Clawback term of the Fund, and at any time when Partners are required to return distributions
to the Fund, the General Partner will be required to repay to the Fund, for
distribution to the Limited Partners, any amount of excess Carried Interest (net of
assumed taxes) as set forth in the Partnership Agreement.
ISSUE COMMENTS
Limited Partner The General Partner may, subject to certain limitations described in the Partnership
Giveback Agreement, require the Partners to return certain distributions for the purpose of
satisfying such Partners’ pro rata share of any Fund obligations or liabilities and
otherwise as required by law.
Excuse; A Limited Partner may be excluded or excused from participating in all or any
Exclusion portion of an investment for such reasons as described in the Partnership
Agreement. Upon the exclusion or excuse of a Limited Partner, the General Partner
may, at its sole discretion, increase the capital contributions of non-excused or non-
excluded Limited Partners to make up the shortfall created by such excuse or
exclusion.
ACTION: Hiring Private Equity Investment Manager Banner Ridge Partners, LP

- Banner Ridge Secondary Fund V
AUTHORITY: W.S. 9-4-718(a)(iv)
ALTERNATIVE: Approve or deny recommended manager
ANALYSIS:
At its April 8, 2021 meeting, the Board approved new asset allocations for the State’s funds.
This included increased allocations for Private Equity for the Total Return Funds, which
includes the Permanent Mineral Trust Fund, Permanent Land Fund, University Permanent
Land Fund, and the Hathaway Scholarship Fund. At its June 3, 2021 meeting, the Board
approved a transition plan to implement the allocations over time, with Private Equity
transitioning from 8% to 11% over seven years.
To implement this Private Equity strategy, investment staff from the Treasurer’s Office
(Office) has identified the universe of Private Equity managers, then assessed for possible
candidates that met their established criteria. The Office discussed Private Equity
candidates with RVK, the State’s consultant, and narrowed the candidates. The Office in
conjunction with RVK presented Banner Ridge Secondary Fund V to the Investment Funds
Committee, which voted unanimously to approve the investment on July 10, 2023.
Senior representatives will be in attendance to present the Fund, speak about their firm, and
answer any questions. In addition, representatives from our Office and RVK will be available
to discuss our Office and RVK’s due diligence with regard to private credit managers and
the Fund, and answer any questions for the Board.
Attached are the presentation decks of the Fund and a memorandum from the Treasurer’s
Office as well as RVK providing background information, details of the screening process,
review of the candidates, and the rationale for this recommendation.

select the fund Banner Ridge Secondary Fund V as a State Private Equity Investment
Manager, conditioned upon approval of material terms and successful contract negotiations.
BOARD ACTION: ________________________________________________________

BANNER RIDGE SECONDARY FUND V
Private Equity Secondaries
Fund V is at the end of the fundraising period (September 2023). They are reserving the final $65M of their $2B
Investment Amount: fund for us. Subject to SLIB approval, we have informed them we would be willing to go up to $100M if one of
more of their ‘soft-circles’ do not materialize.
STRATEGY SUMMARY: Banner Ridge (BR) focuses on secondary stakes in distressed, special situations, and credit funds. BR also makes
smaller allocations to out-of-favor GPs (funds that are performing below expectations and those in distressed sectors) as well as in
stakes of side pockets and liquidations (funds or LPs that are experiencing an asset-liability mismatch).
COMPETITIVE ADVANTAGES: There are almost 400 distressed, special situations, and turnaround GPs that have raised funds since 2015.
There is no other investable institutional secondary fund on the market that makes this their main strategy. If an LP wishes to sell their
stakes in these funds, they must consider BR as a potential buyer. Considering this, their deals are consistently purchased at meaningful
discounts to NAV; correspondingly, their historical loss ratios are less than 1%.
BUSINESS SUMMARY: BR was founded in 2019 by Anthony Cusano and C.J. Driessen. The firm is 100% owned by its principals and everyone
from analysts and up receive carry. Fund I and II were managed at Siguler Guff. They left on good terms and were allowed to receive
full attribution of Fund I and II. They have had no senior departures since inception and 98% of Fund III investors committed to BR Fund
IV.
RISKS: MITIGANTS:
 Relatively young GP  AUM and recent success
 Larger secondary GP enters this space.  Existing GP relationships in this niche that allow more precise
 Single man risk underwriting
 A. Cusano is in his 40’s; there is a succession plan in place.
KEY FACTS STRATEGY & STRUCTURE

Target / Hardcap / Vintage: $1.4B / $2.0B / 2022 Strategy: Secondaries
Last Fund (Vintage): $1.0B (2021) Asset Class: Distressed / Special Sits / Credit
Firm Inception Date: 2019 GP Commitment: At least $35 million
Firm AUM ($B): 4.8 First Close: 1/2023
Strategy Inc. Date: 2015 Final Close: 09/2023
Strategy AUM ($B): 3.5 (commitments) Investment Period: 5 years from final close
Headquarters: New York City Harvest Period: 4 years +1 (GP discretion) + 1
(GP)
Key Person(s): Anthony Cusano Fee & Carry: 1.5% w/ stepdown, 15% over 8%,
17.5% over 10%, w/100% catchup
Sr. Leavers (S.I.): None Waterfall: European
TRACK RECORD (NET) AS OF Q4 - 22 RETURN ASSUMPTIONS

Fund/ IRR Size Target Returns (net): 20%+ IRR / 1.6-1.8x
IRR MOIC DPI
Vintage Quartile ($M)
Fund I (SG) 1 101 34.3% 1.29 1.29 Individual firm risk: Near zero
2015
Fund II (SG) 1 337 47.8% 1.44 1.44 Main Return Sources: Discount to NAV + coupon
2016
Fund III (BR) 1 566 41.8% 1.80 0.84 Impairment Risk: Low
2019
Fund IV (BR) n/a 1042 25%+ 1.68 0.07
2021
PERFORMANCE COMMENTARY: Funds I, II, and III are first quartile vs. the Preqin Secondaries IRR benchmark. Fund IV is too-early-to-tell.
PORTFOLIO FIT: The WSTO PE portfolio currently has no exposure to distressed, special situations and credit, nor the same in secondaries.
Additionally, the fund adds a stronger cash-flow dynamic that currently doesn’t exist either. The lack of company idiosyncratic risk
(given the high level of diversification) is a welcome feature given the PE portfolio is under new leadership.
1
DISTINGUISHING CHARACTERISTICS:
1. Impressive Risk Adjusted Returns – Funds I through III are first quartile vs Preqin on an IRR basis—
potentially first decile. The return attribution historically has been 2/3 from discounts and the remainder
generally from yield. The higher than normal discounts can be attributed to operating in a less-efficient
secondary sub-market. The credit component of their portfolio, which provides yield, helps them achieve
above market DPI multiples (distributed to paid-in capital).
2. Unique Strategy in a Highly Inefficient Market – Having recently reviewed the offerings of 120+ GPs in
the marketplace that have a fund offering, I can confirm that their assertation in this regard is indeed
correct. The largest segment of the secondary market is buyout secondaries, followed by both
VC/Growth and GP-led funds. BR is one of two GPs with a fund that are active in this marketplace.
Dorchester is occasionally active in this space, but they are a much smaller player.
3. Team Stability – The three partners worked together previously at Siguler Guff. When they left, they took
the people that they wanted for their new team. There have been no senior departures since inception.
4. Active Portfolio Management – BR is not a buy-and-hold investor but rather utilizes several portfolio
management strategies to hedge and optimize returns. They utilize hedges for both currency exposure as
well as exposure to individual stocks that are not an insignificant portion of an underlying position. When
they buy large portfolios that contain buyout positions, they have a buyer for the buyout positions lined
up to transact on the day of acquisition, thereby creating an even larger discount on the remaining
positions.
5. Ever Increasing Growth in the Secondaries Market – The market has been growing successively each
year. Reasons for this include investors reducing non-core holdings, portfolio rebalancing, an increasing
number of GP-led funds, and turnover at LPs leading to a change in PE strategy.
2
Risks:
1. Newer GP and young team – Although the company was founded in 2019, Cusano and Driessen were
working together since 2013 at Siguler Guff. Cusano, Driessen, and Halper were working together since
2016.
2. Larger Secondary GP enters this space – Nothing is preventing this from happening, but this is a very
inefficient niche market that requires strong relationships to the underlying GPs as well as an efficient
management of information. BR has created their own proprietary information management
system/portfolio management tool (which they call “SUIT”) to manage the dataflow.
3. Adverse Market Conditions for Secondaries - The secondary market is consistently growing and they
operate in a segment known for steep discounts. A serious negative outcome could potentially be several
quarters of lower deal-flow.
4. Single Man Risk – They have a succession plan in place. In the event that Cusano can no longer execute
his responsibilities, Mr. Driessen will take over this position. This is less of a concern for a secondary fund
versus a buyout fund, as generally the large majority of the value-add of a secondary portfolio is on the
buy.
5. Fund Growth – This is a common issue with a fund series that has been very successful. They stressed in
the on-site meeting that deal size is less a factor of whether they do or don’t look at a deal; rather the
level of information they have on the deal is more relevant. Essentially, if they can copy/paste prior work,
they will do a deal even if it is smaller. They claim their size has allowed them to invest in larger deals in
which most other funds can’t invest. As mentioned in the strategy section, they also invest in larger deals
that include standard buyout secondaries and find buyers of these buyout positions prior to closing.
3
Investment Strategy:
BR’s strategy focuses on secondary positions in distressed, special situation and credit funds–ca. 80% of their
deals. In addition, BR targets less favored funds and side-pockets of hedge funds which have invested in private
equity investments. Most secondary funds focus on Buyouts, which drives the discount to NAV to relatively low
levels. With the exception of a few non-institutional players, BR is the only GP that focuses on secondaries in
their segment. Their discounts to NAV have been consistently large, leading to two-thirds of their return comes
from the discount—the remainder generally from yield. As a large portion of their underlying assets are debt and
given they invest in funds with low unfunded commitments, their cashflow profile is much quicker (high DPI in
short time periods) than standard secondary buyout funds.
Regarding the opportunity set, BR mentioned, from the perspective of an LP, one should normally avoid primary
investments in distressed funds, as historically the returns don’t match up to that of Buyout funds. Most people
only realize this after the fact, and hence this creates a large opportunity set for them from which to buy. Most
recently, approximately 30 dislocation funds were raised at the height of Covid. Shortly thereafter, liquid
markets were again at all time highs, dramatically reducing the return expectations of these funds whose raison
d’etre essentially no longer exists. BR views these funds as a potential great source of deals starting in 2 years.
With their larger fund size, they have had access to certain deals that most other GPs can’t entertain given BR’s
specialization in distress/ss/credit. For 100M+ portfolio deals that are a mixture of their preferred deal type and
standard Buyout funds, their strategy then has been to find a buyer for the buyout funds prior to closing, selling
this position at a lower discount to NAV vs the total deal, thereby reducing their basis even further on the
remaining assets they continue to hold. As they do not have a primary fund business, they gain transfer rights to
these deals where many other GPs won’t.
BR also engages in active portfolio management. If a secondary position contains nonsignificant portions of
publicly traded securities, they would likely hedge these positions. If a position increases in value and there is
little appreciation potential remaining, they will consider a sale.
4
Track Record:
It can safely be said that their performance is squarely in first quartile (maybe first decile) vs the Preqin Global PE
benchmark on an IRR basis. Pre-Fund, Fund I and Fund II were funds they managed while at Siguler Guff (SG).
Upon leaving, SG gave them 100% attribution for the track record so they can use it in marketing. When they left
SG, they took with them the people they wanted. Anthony Cusano was the head of secondaries at SG.
Pre-Fund had no deals returning less than a 1.11x.
Fund I had no deals returning less than a 1.18x.
Fund II had no deals returning less than a 0.98x.
Fund III had no deals returning less than a 0.75x, and only 1 deal returning less than a 1.0x; this deal represented
less than 2% of invested capital.
Fund IV has 17 deals. The 3 lowest performing deals are currently valued at a 0.75x, 0.92x and 0.99x. These
three deals together represent 6% of invested capital.
5
Terms & Conditions

Fund Size: $2.0 Billion hard-cap; with our $65M, they will reach the hard-cap.
GP Investment: Between $35 and $50M; they will likely commit $40M, which would be 2% of committed capital.
Targeted Investments: Although the large majority of investments will be secondaries, the fund documents also
allow them to invest in primary funds investments and direct investments.
Term: 10 years following the date of the first investment plus 2 one-year extensions (at the discretion of the GP).
Management Fee: 1.5% of commitments during the commitment period, reducing by 10% each following year.
Incentive fee: 15% above an 8% preferred return, increasing to 17.5% above a second preferred return of 10%,
both with a 100% catch-up; European waterfall.
Key Person Trigger: If Anthony Cusano can no longer perform his duties for 60 consecutive days.
Due-Diligence: Due diligence calls on 4/28/2023, 05/22/2023, 06/28/2023. RVK was onsite in New York on
06/28/2023.
Service Providers:
The firm’s services providers are listed below:
Administration: Citco Fund Services

Audit: PWC
Background check:Exiger / Intelligo
Legal: Debevoise & Plimpton / Holland & Knight / Moore & Van Allen
Morgan, Lewis & Bockius / Proskauer Rose / Winstead / Winston & Strawn
Tax: Grant Thornton
Financial Data: Bloomberg
IT Services: Business Systems Consulting
Compliance: IQ EQ Fund Services
Human Resources: TriNet
Reference calls:
The three funds I spoke with are unreservedly supportive of Banner Ridge. BR was described as very high horse
power and high investment acumen, utilizing a very unique strategy / niche market segment. BR and team were
described as highly transparent and highly responsive—which I can vouch for as well.
The one negative mentioned was key-man risk. It was also mentioned that Tony could potentially delegate more,
in particular to an IR person.
6
Banner Ridge Team:
Biographies of Partners:
Anthony Cusano, Managing Partner
7
C.J. Driessen, Partner
Scott Halper, Partner
8
Strategy Summary
Manager: Banner Ridge
Fund: Banner Ridge Secondary Fund V
Date: July 2023
Firm & Team
Banner Ridge Partners is a New York, New York based private equity investment manager. The
firm was founded in June 2019 by Anthony Cusano and C.J. Driessen. Banner Ridge is 100%
owned by its managing principals and has approximately $6 billion in assets under management.
Banner Ridge’s two founding partners previously worked at Siguler Guff & Company and invested
in the same strategy through two funds and several separately managed accounts. Banner Ridge
currently manages three fund families: the Secondary Fund series, which makes secondary
investments in funds and direct investments; the Distressed, Special Situations, and Credit
(DISCO) Fund series, which makes primary investments in funds and direct investments; and a
separately managed account that invests in small leveraged buyout funds. The firm does not have
any separately managed accounts that overlap with the Secondary or DISCO commingled fund
strategies.
The three fund families utilize the Banner Ridge team’s experience across opportunistic private
equity and credit investment managers and share a 16 person investment team. The strategy’s
two most recent funds, Banner Ridge Secondary Fund III and Secondary Fund IV, were invested
following the team’s departure from Siguler Guff. Fund size has grown over time, from $101 million
in Fund I to a hard cap of $2 billion for the current fund, Banner Ridge Secondary Fund V. Banner
Ridge is currently raising Banner Ridge Secondary Fund V and expects to hold a final close in
the third quarter of 2023.
Strategy & Process
Banner Ridge Secondary Fund V will follow a similar strategy to prior funds and invest in the
secondary interests of distressed, special situations and credit managers, primarily through
limited partner interests; the fund will include smaller allocations to other structures such as direct
debt investments, fund restructurings, and preferred financings. The firm expects to build a
portfolio of 20 to 40 transactions for Fund V, which represents a moderate increase in the number
of positions over Fund IV. The firm prefers niche opportunities, typically below $200 million, with
less competition where the team believes they have a sales process advantage such as a strong
relationship with the seller, general partner, or intermediary or an information advantage based
the team’s knowledge of the distressed private equity space. Banner Ridge prefers secondary
interests that have limited capital calls remaining and are highly likely to distribute capital to
investors in the near term.
Through the firm’s coverage of distressed, special situations and credit funds on a secondary,
primary and co-investment basis, Banner Ridge has relationships with general partners across
the distress-focused fund universe. General partners often coordinate sellers and buyers given
the transfer restrictions and introduce sellers to Banner Ridge. In addition to providing a channel
to source limited partner interests, general partners may also need co-investment capital for
investments or may be considering a fund restructuring, both of which can lead to investments
from Banner Ridge. The firm uses a tier classification system to determine high priority general
partners and proactively reach out to them to generate deal flow and gather fund information.
Banner Ridge begins evaluating a potential secondary investment by analyzing the investment’s
general partner. The historical behavior of the manager evaluated includes their valuation policy,
propensity to generate liquidity, and ability to manage companies; these factors are incorporated
into cash flow and timing estimates of the underlying asset cash flows. The Banner Ridge team
then reviews the structure, terms, and cash flow waterfall for the fund. Finally, the Banner Ridge
team values the underlying assets. This step includes reviewing financial data and constructing a
financial model for the meaningful assets within a secondary transaction. The firm also conducts
operational due diligence that includes a review of tax and financial data as well as background
checks for relevant individuals. Once Banner Ridge has determined what it is willing to pay for an
asset, based on the firm’s financial modeling, the team negotiates with the seller to purchase the
asset below the target price if possible. Investments are ultimately approved by the firm’s
investment committee, which includes both of the firm’s founders, Tony Cusano and C.J.
Driessen.
The Banner Ridge team continues to actively manage each fund’s portfolio through hedging and
opportunistic sales. Hedging allows Banner Ridge to properly manage foreign exchange risk or
concentration in sectors, industries, or single assets. Banner Ridge may opportunistically sell an
asset when the team determines an asset may be at an inflection point. Once Banner Ridge has
identified an asset to sell and a potential buyer, its sale process is similar to its purchase process,
including underwriting, approval, and execution.
Recommendation, Merits, & Considerations
Based on the firm’s differentiated strategy, strong historical performance, and consistency of
personnel and process, RVK recommends Wyoming State Treasurer’s Office invest up to $100
million in Banner Ridge Secondary Fund V. Relative to other secondary funds, Banner Ridge has
exhibited steady outperformance and has remained focused on the firm’s less efficient target
market segment. RVK believes that the merits of a potential investment outweigh the concerns
noted subsequently and that Banner Ridge Secondary Fund V is a compelling option for client
secondary allocations.
Merits
• Under-capitalized segment of secondaries – While secondary interests for limited
partner interests in high performing buyout and growth funds have seen an increasing
amount of capital and relatively stable pricing, market interest for distressed, stressed,
and special situations funds has remained weak due to the complexity of the underlying
assets. Per Preqin, buyouts and venture capital represent more than 90% of secondary
transactions in private equity. Banner Ridge avoids these segments of the market,
focusing instead on a less sought after segment of the overall market, resulting in
transactions with greater inefficiency and fewer competitors.
• Limited competition due to lack of natural buyers – The market for secondaries of
distressed and special situations funds is not only a limited subset of the broader
secondaries market in private equity, but many of the logical marginal buyers for the assets
Banner Ridge seeks to invest in are prohibited from ownership due to transfer restrictions.
Since generalist secondaries firms are less likely to be able to underwrite the distressed
debt and hybrid securities found in Banner Ridge’s target segments, the investors with
experience in the space are general partners managing competing strategies, which will
generally not allow their competitors to transfer into a given fund. As a result, Banner
Ridge often faces a limited number of competing buyers for special situations transactions.
• No senior turnover – Since the establishment of the strategy in 2010 at Siguler Guff, the
Banner Ridge team has never had a senior departure. All of the individuals involved in the
strategy at Siguler Guff transitioned to Banner Ridge and, other than analyst and associate
level departures, the firm has exhibited a high degree of personnel consistency. The lack
of departures bolsters the firm’s institutional knowledge, contributing to consistency of
process and pattern recognition for both successful deals and investments that did not
meet expectations.
Considerations
• Increase in fund size – Banner Ridge Secondary Fund V has a significantly greater fund
commitment target than Fund IV. As fund sizes scale, investment managers necessarily
need a greater number of individual investments, larger investments, or both, in order to
deploy capital. This can lead to strategy drift, where managers invest capital in a different
manner than what resulted in their track record.
Mitigating Factors – Banner Ridge has exhibited improved performance over time, both
on an internal rate of return and on a net multiple basis, as the strategy’s fund and
transaction sizes have increased. Within the firm’s track record, individual investments
with larger relative amounts of invested capital have not underperformed smaller
investments. Additionally, Banner Ridge continues to execute on transactions with total
invested capital of $10 million or less.
• Low ultimate multiple on invested capital – Due to the nature of assets that Banner
Ridge invests in, which are primarily credit and credit-like investments with shorter
durations, Banner Ridge Secondary Fund V may exhibit lower multiples than other
secondary funds that focus on longer duration assets in more traditional private equity
sectors. This is balanced by the prior funds’ strong internal rates of return, which is affected
by both the time invested and by the magnitude of the value increase.
Mitigating Factors – Hypothetically, investors able to deploy capital into a series of high
IRR investments will achieve a high net multiple. In the case of Banner Ridge Secondaries
Fund V, the investment will sit alongside buyout, venture capital, and other secondaries
investments in diversified client portfolios that will provide longer duration, more illiquidity,
and the likelihood of greater ultimate multiples. RVK views the expected return profile of
Fund V as a compliment to these investments and a potential source of liquidity when
other segments of private equity provide more limited distributions due to market
dislocations.
Wyoming State Treasurer's Office
Confidential & Trade Secret

DISCLAIMERS
This presentation is being provided by Banner Ridge Partners, LP (the “Firm” or “Banner Ridge” or “Banner Ridge Partners”) solely for informational and illustration purposes and
does not constitute an offer to sell or a solicitation for an offer to buy interests in a fund or any other investment vehicle managed by the Firm or its affiliates. Any such offer or
solicitation of an investment in a fund may only be made by delivery of each fund’s confidential private placement memorandum (the “PPM”) to qualified investors and only in
those jurisdictions where permitted by law. The fund managed by the Firm is a speculative and illiquid investment that involves a high degree of risk. There can be no assurance
that each fund will achieve its investment objectives or avoid substantial or total loss. The information contained herein is as of the date indicated and is subject to change without
notice. This presentation does not contain a complete description of any fund or the risks associated with an investment in the funds. Accordingly, this presentation must be read in
conjunction with, and is qualified in its entirety by, the PPM.
Banner Ridge Secondary Fund V represents Banner Ridge Secondary Master Fund V, LP and its feeders (collectively “Fund V” or “Secondary Fund V”). Banner Ridge Secondary
Fund IV represents Banner Ridge Secondary Master Fund IV, LP and its feeders (collectively “Fund IV” or “Secondary Fund IV”). Banner Ridge Secondary Fund IV Co represents
Banner Ridge Secondary Fund IV Co, LP (“Fund IV Co” or “Secondary Fund IV Co”). Banner Ridge Secondary Fund III represents Banner Ridge Secondary Master Fund III, LP and its
feeder funds (collectively “Fund III” or “Secondary Fund III”). Banner Ridge Secondary Fund III Co represents Banner Ridge Secondary Fund III Co, LP (“Fund III Co” or “Secondary
Fund III Co”). Banner Ridge DSCO Fund I represents Banner Ridge DSCO Fund I, LP and its feeder funds (collectively “DSCO Fund I” or “DSCO I”), along with Fund V, Fund IV, Fund IV
Co, Fund III, and Fund III Co, collectively represent (“Banner Ridge Funds”).
This presentation is confidential and solely for the use of Banner Ridge and the existing and potential clients of Banner Ridge to whom it has been delivered, where permitted. By
accepting delivery of this presentation, each recipient undertakes not to reproduce or distribute this presentation in whole or in part, nor to disclose any of its contents (except to its
professional advisors), without the prior written consent of Banner Ridge. While some information used in the presentation has been obtained from various published and
unpublished sources considered to be reliable, Banner Ridge does not guarantee its accuracy or completeness and accepts no liability for any direct or consequential losses
arising from its use. Thus, all such information is subject to independent verification by prospective investors.
The information contained in this document should not be construed as financial or investment advice on any subject matter Banner Ridge expressly disclaims all liability in respect
to actions taken based on any or all of the information in this document.
All information provided here is subject to change. All may include both realized and unrealized investments. Due to the inherent uncertainty of valuation, the stated value may
differ significantly from the value that would have been used had a ready market existed for all of the portfolio investments, and the difference could be material. The long term
value of these investments may be lesser or greater than the valuations provided. All information is as of March 31, 2023, unless otherwise indicated.
Certain information contained herein constitutes “forward‐looking statements,” which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”,
“expect”, “project”, “estimate”, “intend”, “continue,” “target” or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Furthermore, any
projections, forecasts, and targets in this overview, including estimates of returns or performance, are “forward‐looking statements” and are based upon certain assumptions that
may change. The projections, forecasts, and targets have been prepared and are set out for illustrative purposes only, and no assurances can be made that they will materialize.
Any assumptions should not be construed to be indicative of the actual events that will occur. Actual events are difficult to predict and may depend upon factors that are beyond
the control of Banner Ridge and any relevant third parties. Certain assumptions have been made to simplify the document, and accordingly actual results may differ, perhaps
materially, from those presented and the performance and hence any projections, forecasts, and targets. Actual results could be materially worse than the projections, forecasts,
and targets presented herein. Due to various risks and uncertainties, actual events or results or actual performance may differ materially from those reflected or contemplated in
such forward‐looking statements.
Each prospective investor is urged to discuss any prospective investment with its legal, tax and regulatory advisors in order to make an independent determination of the suitability
and consequences of such an investment.
An investment involves a number of risks and there are conflicts of interest. Please refer to the PPM for a complete list and discussion of all potential risks and conflicts.
Definitions: MOIC: “Multiple on Invested Capital”; DPI : “Distributed to Paid-in”; RVPI: “Remaining Value to Paid-in”; IRR: “Internal Rate of Return”.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. ACTUAL PERFORMANCE MAY VARY.
PROPRIETARY AND CONFIDENTIAL 2

BANNER RIDGE OVERVIEW
Experienced Investment Team1
Fund Strategy
Secondary private equity in distressed, special situations, and credit
Technology
Proprietary portfolio management and deal sourcing software
Capital Base
$6.4 billion2 under management across a diversified client base
Performance
Consistently high absolute (25%+ Net IRR) and relative performance3
1. Inclusion of a company’s logo does not imply any affiliation with such company or endorsement of Banner Ridge by such company.
2. Represents aggregate underlying fund net asset values, as of July 15, 2023, plus limited partner unfunded capital commitments across all Banner Ridge managed funds.
3. Based on net IRR performance data per Preqin for funds with comparable investment strategy and vintage. Preqin data is as of the funds’ most recent period, as reported to Preqin,
which was accessed on July 12, 2023. Please see pgs. 11-13 for more information on the returns of each fund relative to its peer group.
THE BANNER RIDGE TEAM
Anthony Cusano, CFA

C.J. Driessen, CFA Scott Halper
MANAGING PARTNER &
PORTFOLIO MANAGER PARTNER PARTNER
Robert O’Connor Matthew Brewer Eric Vanderhye, CFA Prashant Sundar, CFA Crystal Duong Andrew Wu, CFA Michael Toraason
MANAGING DIRECTOR MANAGING DIRECTOR PRINCIPAL PRINCIPAL SENIOR CONTROLLER VICE PRESIDENT VICE PRESIDENT
Jacob Weiker Daniel Kim Brandon Pons Dianelys Morales Joseph Taied Riccardo Tirelli Panos Voulgaris
ASSOCIATE ASSOCIATE ANALYST ANALYST ANALYST ANALYST ANALYST
Investment
Investment Team
Committee
Investment Business
Kareem Kubeisy Vanessa Liang Tim McGinn, PhD Jacqueline Sellinger Operations Development
ANALYST FUND ACCOUNTANT DATABASE ANALYST DATABASE ANALYST
Note: Banner Ridge reserves the right to alter its Investment Committee, Investment Team, and Operations Team at any time.
SPECIALIZED TARGET MARKET
BANNER RIDGE FOCUSES ON ITS CORE COMPETENCY OF DISTRESSED, SPECIAL SITUATIONS AND CREDIT MANAGERS. IN
ADDITION, BANNER RIDGE TARGETS OUT-OF-FAVOR MANAGERS AND SIDE POCKETS WITH OVERLAPPING STRATEGIES
Distressed,
Special Situations
Out-of-Favor & Credit Side Pockets
Managers FUNDS WHERE STRATEGY IS CHARACTERIZED BY
DISTRESSED, SPECIAL SITUATIONS AND CREDIT
& Liquidations
“FALLEN ANGELS” – FUNDS THAT FUNDS OR LIMITED PARTNERS THAT
UNEXPECTEDLY EXPERIENCED DISTRESS EXPERIENCE ASSET-LIABILITY MISMATCH
 384 distressed and special
 34% of all private equity funds situations general partners2  Private equity investments made
currently valued below an 8% IRR1  727 private equity credit general by hedge funds
 Funds in sectors that unexpectedly partners3  Hedge funds in liquidation due to
experienced distress (banking,  Distressed, distressed-for-control redemptions
shipping, telecommunications, and turnaround  Assets that overlap with
experiential)
 Direct lending, mezzanine and distressed private equity funds in
collateralized loan obligations Banner Ridge's target market
(“CLOs”)
1. Source: Preqin data is as of the funds’ most recent period, as reported to Preqin, which was accessed on July 8, 2022. Includes commingled funds closed since 2000 through 2016.
Excludes Distressed, Special Situations and Credit funds.
2. Source: Preqin data is as of the funds’ most recent period, as reported to Preqin, which was accessed on July 8, 2022. Includes Distressed, Special Situations and Turnaround managers
that have raised funds since 2015.
3. Source: Preqin data is as of the funds’ most recent period, as reported to Preqin, which was accessed on July 8, 2022. Includes Direct Lending and Mezzanine managers that have
raised funds since 2015.

STRATEGIC MARKET POSITION1
WHILE THE MAJORITY OF THE SECONDARY MARKET FOCUSES ON GENERALIST BUYOUT FUNDS, BANNER RIDGE BELIEVES IT
CAN OUTPERFORM BY FOCUSING ON THE NICHE DISTRESSED AND SPECIAL SITUATIONS MARKET
Strategic Partners
$32.0bn Ardian
Legend
Lexington Partners BUBBLE COLOR: NET DPI
OF 2020 VINTAGE OR
$16.0bn PRIOR FUND
Coller Capital
DPI < 0.25x
Goldman Sachs
DPI < 0.75x
$8.0bn AlpInvest Partners
ICG
HarbourVest Partners DPI < 1.25x
Current Fund Size1
Hamilton Lane
LGT DPI > 1.25x
$4.0bn Partners Group
Neuberger Berman
Landmark Partners Portfolio Advisors Lexington Partners: Venture
Glendower
Adams St. Capital Greenspring
Pomona Capital
Pantheon
$2.0bn
Newbury Partners StepStone
Hollyport Capital
NewQuest
$1.0bn Unigestion
Industry Ventures
Arcano Capital
$500m Montauk TriGuard Aberdeen Standard W Capital Top Tier

PineBridge Investments
Glouston
$250m
Generalist Buyout Special Situations Venture Capital
1. Preqin data is as of the funds’ most recent period, as reported to Preqin, which was accessed on July 12, 2023. Includes active managers with at least two funds with a size of at least
$100 million in Preqin since 2010. Net DPI references the DPI of the most recent fund that has a vintage between 2016 and 2020. Net DPI for Banner Ridge Partners represents
performance for Fund III. Please see disclaimers specific to the Fund III entity name on pg. 2 and disclaimers specific to Fund III performance attribution on pgs. 11-13.

FUND IV: PORTFOLIO CONSTRUCTION
FUND IV IS PREDOMINANTLY COMPOSED OF LP-LED DEALS, APPROXIMATELY THREE-QUARTERS OF WHICH ARE IN
DISTRESSED, SPECIAL SITUATION OR CREDIT-FOCUSED FUNDS.1
% OF COST
Turnaround Other Single- Multi-

Distressed/Special Situations/Credit
65% 1%
Asset Asset
15%
7% 1%
GP-Led
Future Investment2
Secondaries
8%
LP-Led Secondaries
81%
Direct & Co-
Investments
11%
(NOT TO SCALE)
Oppor- Fund
tunistic Finance
6% 5%
1. Fund focus categorized by Banner Ridge as of March 31, 2023. Categorization is subject to change, without notice.
2. Banner Ridge has invested 87.0% of Fund IV commitments as of March 31, 2023. Banner Ridge anticipates investing up to 110% of Fund IV commitments.

FUND IV: PORTFOLIO CONSTRUCTION
Largest Asset3
# of General Partners1 Avg. Purchase Price2 (Cost / Fund Size) Net IRR4
71 65% 2.4% 25%+
Top 10 Assets3
# of Interests1 Technology Exposure5 (Cost / Fund Size) Loss Ratio6
125 0.8% 15.4% 1.1%
Please see General Disclaimers on pg. 2 and Performance Disclaimers on pg. 11-13. Past performance is not indicative of future results.
1. Represents transactions completed or scheduled to be completed as of July 13, 2023.
2. Represents cost at closing divided by most recent net asset value available at or prior to closing adjusted by capital activity, if applicable. Source: internal Banner Ridge estimates
as of March 31, 2023.
3. Asset concentration percentage represents Banner Ridge’s purchase price allocation estimates as of March 31, 2023.
4. Performance data is estimated by Banner Ridge based on the most recent valuation provided by the underlying manager, adjusted for capital activity, profit and loss from assets
with quoted market prices and accrued interest, and is presented net of fees, expenses and carried interest as of March 31, 2023.
5. Technology exposure includes IT services, software, technology, and technology hardware, software & peripherals industries, as categorized by Banner Ridge, as of March 31, 2023.
6. Represents realized and unrealized losses on a per-transaction basis divided by cumulative invested capital as of March 31, 2023.

FUND V: SUMMARY OF KEY TERMS1
 To generate superior risk-adjusted returns by targeting opportunities in niche
Investment Objective
private equity secondary markets
Fund Size  $2 billion hard cap
General Partner Commitment  $35 million
Investment Period  Five years from Final Close
Term  Ten years + two one-year extensions
Recycling  Full recycling during investment period
Annual Management Fee  1.5%
Carried Interest  15% subject to an 8% preferred return / 17.5% subject to a 10% preferred return
Final Closing  September 29, 2023
1. Expected Fund V terms, subject to change without notice. Please see Fund V’s Offering Documents for a complete list of terms.

INVESTMENT PERFORMANCE
As of March 31, 2023
Vintage % Net Net Net

Fund Year Size Invested1 IRR MOIC DPI Status
Pre-Fund2 (Including SMAs) Substantially

2010 - 2015 $237m 100% 28.9% 1.39x 1.32x
Secondary Fund | Distressed, Special Situations & Credit Realized
Secondary Fund I2 (Including SMAs) 2015 $101m 100% 34.3% 1.29x 1.29x Fully Realized
Secondary Fund | Distressed, Special Situations & Credit
Secondary Fund II2 2016 $337m 100% 47.8% 1.44x 1.44x Fully Realized
Secondary Fund III3 Substantially

2019 $566m 100% 39.7% 1.78x 0.86x
Secondary Fund | Distressed, Special Situations & Credit Invested
Secondary Fund IV3 2021 $1,042m 87% 25%+ 1.74x 0.06x Investing
Please see General Disclaimers on pg. 2 and Performance Disclaimers on pgs. 11-13.
1. Represents gross invested capital as a percentage of fund commitments including pending investments and excluding uncalled capital. Funds which are fully invested or have invested
more than their total commitments are denoted as 100%.
2. Please see Performance Disclaimers on pgs. 11-13. Performance data is net of respective fees, expenses and carried interest as of September 30, 2020, for Pre-Fund and Secondary
Fund I and as of March 31, 2023, for Secondary Fund II. The investment advisor for these funds was Siguler Guff & Company, LP.
3. Performance data is estimated by Banner Ridge based on the most recent valuation provided by the underlying manager, adjusted for capital activity, and is presented net of fees,
expenses and carried interest as of March 31, 2023.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

PERFORMANCE DISCLAIMERS
PRIOR PERFORMANCE: ALL PERFORMANCE THAT DOES NOT SPECIFICALLY CORRESPOND TO BANNER RIDGE FUNDS REPRESENTS PRIOR PERFORMANCE THAT WAS
ACHIEVED IN FUNDS WHERE SIGULER GUFF & COMPANY, LP (THE “PRIOR FIRM”) SERVED AS THE INVESTMENT MANAGER. ANTHONY CUSANO AND C.J. DRIESSEN
(COLLECTIVELY, THE “PRINCIPALS”) WERE EMPLOYED AT THE PRIOR FIRM THROUGH MARCH 2019 AND MAY 2019, RESPECTIVELY, AND LAST SERVED AS MANAGING
DIRECTOR AND PRINCIPAL, RESPECTIVELY.
PRIOR FUNDS: AT THE PRIOR FIRM, MR. CUSANO SERVED AS PORTFOLIO MANAGER OF MULTIPLE FUNDS WITH A STRATEGY OF TARGETING PRIVATE EQUITY INTERESTS
ON THE SECONDARY MARKET (THE “SECONDARY STRATEGY”), WHICH REPRESENTS THE SAME STRATEGY AS BRP FUND III AND BRP FUND IV. TWO OF SUCH FUNDS
COULD BE INVESTED AT THE DISCRETION OF THE PRIOR FIRM’S INVESTMENT MANAGER, SG/NMERB SECONDARY OPPORTUNITIES FUND (“FUND I”) AND SIGULER
GUFF SECONDARY OPPORTUNITIES FUND I (“FUND II” AND COLLECTIVELY WITH FUND I, THE “PRIOR FUNDS”), WHERE MR. CUSANO SERVED AS PORTFOLIO
MANAGER AND A MEMBER OF THE INVESTMENT COMMITTEE. IN ADDITION, MR. CUSANO MANAGED THREE CO-INVESTMENT ACCOUNTS WHERE THE PRIOR FIRM’S
INVESTMENT MANAGER DID NOT HAVE DISCRETION (THE “CO-INVESTMENT ACCOUNTS” OR “SMAS”). FINALLY, THE PRIOR FIRM MANAGED MULTI-STRATEGY FUNDS
(THE “MULTI-STRATEGY FUNDS”) OF WHICH ONE STRATEGY WAS THE SECONDARY STRATEGY; MR. CUSANO DID NOT SERVE AS PORTFOLIO MANAGER AND THE
SECONDARY STRATEGY OVERSEEN BY MR. CUSANO REPRESENTED LESS THAN TEN PERCENT OF SUCH FUNDS’ INVESTMENTS.
PRIOR FUNDS ATTRIBUTION: THE PRIOR FUNDS REPRESENT INVESTMENT FUNDS WHERE: I) THE PRINCIPALS WERE THOSE PRIMARILY RESPONSIBLE FOR ACHIEVING THE
PRIOR PERFORMANCE RESULTS AND ANTHONY CUSANO SERVED AS PORTFOLIO MANAGER, II) THE INVESTMENT STRATEGIES AND OBJECTIVES WERE THE SAME AS
THAT OF FUND III AND FUND IV, III ) THE INVESTMENT RETURNS WERE NOT MEANINGFULLY DIFFERENT THAN THOSE OF THE CO-INVESTMENT ACCOUNTS AND THOSE
OF THE SECONDARY STRATEGY WITHIN THE MULTI-STRATEGY FUNDS AND IV) THE PRIOR FIRM’S INVESTMENT MANAGER HAD FULL DISCRETION. THE MULTI-STRATEGY
FUNDS REPRESENT INVESTMENT FUNDS WHERE MR. CUSANO WAS A MEMBER OF THE INVESTMENT TEAM WORKING ON THE TRANSACTION WITH THE ATTRIBUTION
DESIGNATED BY THE PRIOR FIRM TO HIM. THE PORTFOLIO MANAGER AND INVESTMENT COMMITTEE MEMBERS OF THE MULTI-STRATEGY FUNDS WERE COMPRISED OF
DIFFERENT MEMBERS OF THE PRIOR FIRM.
POSSESSION OF RECORD: RECORDS IN POSSESSION INCLUDE TRANSACTION LEVEL RETURNS FOR THE PRIOR FUNDS, CO-INVESTMENT ACCOUNTS AND MULTI-
STRATEGY FUNDS AND AUDITED FINANCIAL STATEMENTS FOR THE PRIOR FUNDS. INVESTMENT RETURNS FOR FUND I ARE PUBLICLY AVAILABLE PER THE WEBSITE OF THE
NEW MEXICO EDUCATIONAL RETIREMENT BOARD, AN INVESTOR. INVESTMENT RETURNS FOR FUND II ARE PRIVATELY AVAILABLE THROUGH A SUBSCRIPTION FROM
PREQIN, A PRIVATE EQUITY DATA PROVIDER.
PRIOR FUNDS PERFORMANCE: PERFORMANCE OF THE PRIOR FUNDS IS REPORTED NET OF ALL FEES, EXPENSES AND CARRIED INTEREST. PER THE WEBSITE OF THE NEW
MEXICO EDUCATIONAL RETIREMENT BOARD, FUND I GENERATED A 44.7% NET INTERNAL RATE OF RETURN (“IRR”), A 1.31X NET MULTIPLE ON INVESTED CAPITAL
(“MOIC”) AND A 1.31X DISTRIBUTED PER PAID-IN (“DPI”) AS OF JUNE 30, 2021. FUND II GENERATED A 47.8% NET IRR, 1.44X NET MOIC AND 1.44X DPI PER PREQIN.
PREQIN DATA IS AS SEPTEMBER 30, 2022, AS REPORTED TO PREQIN, WHICH WAS ACCESSED ON NOVEMBER 18, 2022
PLEASE SEE USE OF INDICES AND DISCLOSURE OF MARKET CONDITIONS ON THE FOLLOWING PAGE.

PERFORMANCE DISCLAIMERS (CONT’D)
USE OF NET PERFORMANCE: THE NET IRR AND NET MULTIPLE (“NET PERFORMANCE”) OF EACH INDIVIDUAL INVESTMENT IS SOLELY SHOWN FOR ILLUSTRATIVE
PURPOSES TO SHOW THE ESTIMATED EFFECT OF FUND-LEVEL FEES AND EXPENSES ON THE PERFORMANCE OF SUCH INDIVIDUAL INVESTMENT. THE NET
PERFORMANCE OF EACH INDIVIDUAL INVESTMENT IS CALCULATED BY DIVIDING THE NET RETURN OF A FULL FEE PAYING INVESTOR BY THE GROSS RETURN OF THE
FUND (SUCH CALCULATION HEREIN REFERRED TO AS THE “GROSS NET DISCOUNT FACTOR” OR “GNDF”) AND APPLYING THE GNDF UNIFORMLY TO EACH
INDIVIDUAL INVESTMENT WITHOUT RESPECT TO, AMONG OTHER THINGS, DIFFERENCES IN THE TIMING OF THE ACQUISITION AND, IF APPLICABLE, DISPOSITION OF
EACH INDIVIDUAL INVESTMENT, DIFFERENCES IN THE AMOUNT OF DISTRIBUTIONS RECEIVED OF EACH INVESTMENT, OR DIFFERENCES IN THE IMPACT OF CARRIED
INTEREST OR CLAW BACK MECHANISMS AS APPLIED TO EACH INDIVIDUAL INVESTMENT. NET PERFORMANCE USED IN THE CALCULATION OF THE GNDF INCLUDES
THE EFFECTS OF LEVERAGE DEPLOYED BY THE FUND, AND IN THE CASE OF THE MULTIPLE, NET OF RECALLABLE CAPITAL. THE NET PERFORMANCE OF INDIVIDUAL
INVESTMENTS DOES NOT REFLECT THE ACTUAL NET PERFORMANCE OF ANY INDIVIDUAL INVESTMENT. AN INVESTOR WHO INVESTED ONLY IN A VEHICLE THAT
INVESTED IN ANY INDIVIDUAL INVESTMENT WOULD NOT HAVE EXPERIENCED THE SAME RETURN AS THE NET PERFORMANCE SET FORTH HEREIN. INVESTORS SHOULD
NOT RELY ON SUCH PERFORMANCE INFORMATION IN MAKING AN INVESTMENT DECISION, AS PERFORMANCE OF THE FUND MAY VARY SIGNIFICANTLY FROM THE
EXTRACTED PERFORMANCE INFORMATION PRESENTED HEREIN. WE BELIEVE GROSS PERFORMANCE REGARDING EACH INDIVIDUAL INVESTMENT IS MORE
MEANINGFUL IN COMPARING THE PERFORMANCE OF INDIVIDUAL INVESTMENTS THAN NET PERFORMANCE BECAUSE IT ALLOWS THE INVESTOR TO COMPARE THE
ACTUAL RELATIVE PERFORMANCE OF THE INVESTMENTS WHEREAS NET PERFORMANCE IS CALCULATED USING ESTIMATED FEES AND EXPENSES ALLOCATED AS
DESCRIBED ABOVE.
FURTHER, FOR NET PERFORMANCE OF AN UNDERLYING PORTFOLIO COMPANY, THE GNDF HAS BEEN APPLIED, AS DESCRIBED ABOVE, AT THE UNDERLYING FUND
USING THE UNDERLYING FUNDS’ GNDF AND THEN APPLYING BANNER RIDGE’S FUND GNDF TO ARRIVE AT A HYPOTHETICAL NET PERFORMANCE FIGURED AT THIS
FUND LEVEL ON A LOOK-THROUGH BASIS.
USE OF INDICES: THIS PRESENTATION INCLUDES COMPARISONS OR REFERENCES TO INDICES AND OTHER BENCHMARKS, SUCH AS THE S&P 500 INDEX (THE “S&P
500”) AND THE ICE BOFAML US HIGH YIELD MASTER II TOTAL RETURN INDEX (THE “BOFAML HY INDEX”). PROSPECTIVE INVESTORS SHOULD NOTE THAT THE
STRATEGIES USED TO GENERATE THE PERFORMANCE VARY GREATLY FROM THOSE USED TO GENERATE THE RETURNS DEPICTED IN THE INDICES AND BENCHMARKS.
THEY ARE INCLUDED FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT REPRESENTATIVE OF THE TYPE OF INVESTMENTS MADE BY THE FUND.

PERFORMANCE DISCLAIMERS (CONT’D)
THE S&P 500 IS AN INDEX BASED ON THE MARKET CAPITALIZATIONS OF 500 LARGE COMPANIES LISTED ON THE NEW YORK STOCK EXCHANGE AND THE NASDAQ
STOCK EXCHANGE. THE BOFAML HY INDEX TRACKS THE PERFORMANCE OF US DOLLAR DENOMINATED BELOW INVESTMENT GRADE RATED CORPORATE DEBT
PUBLICLY ISSUED IN THE US DOMESTIC MARKET. TO QUALIFY FOR INCLUSION IN THE INDEX, SECURITIES MUST HAVE A BELOW INVESTMENT GRADE RATING (BASED
ON AN AVERAGE OF MOODY'S, S&P, AND FITCH) AND AN INVESTMENT GRADE RATED COUNTRY OF RISK (BASED ON AN AVERAGE OF MOODY'S, S&P, AND FITCH
FOREIGN CURRENCY LONG TERM SOVEREIGN DEBT RATINGS). EACH SECURITY MUST HAVE GREATER THAN 1 YEAR OF REMAINING MATURITY, A FIXED COUPON
SCHEDULE, AND A MINIMUM AMOUNT OUTSTANDING OF $100 MILLION. PERFORMANCE DATA FOR THE S&P 500 SOURCED FROM STANDARD & POOR’S AND FOR
THE BOFAML HY INDEX SOURCED FROM FRED (FEDERAL RESERVE ECONOMIC DATA AS PROVIDED BY THE U.S. FEDERAL RESERVE). REFERENCES ARE MADE TO THE
S&P 500 INDEX AND THE BOFAML HY INDEX FOR COMPARATIVE PURPOSES ONLY, WITH THE S&P 500 INDEX UTILIZED AS A PROXY FOR THE BROADER MARKET OF
SECURITIES AND THE BOFAML HY INDEX UTILIZED AS A PROXY FOR THE BROADER MARKET OF SPECULATIVE FIXED INCOME. THE PORTFOLIO (I) WILL BE
SIGNIFICANTLY LESS DIVERSIFIED THAN THE S&P 500 INDEX AND THE BOFAML HY INDEX, (II) MAY NOT BE COMPOSED OF TYPES OF SECURITIES CONTAINED IN THE
S&P 500 INDEX OR THE BOFAML HY INDEX, AND (III) MAY CONTAIN CASH OR CASH EQUIVALENTS. RETURNS FOR THE INDICES ARE STATED AS A TOTAL RETURN
AMOUNT, WHICH INCLUDES DIVIDENDS. THE INVESTMENTS BY BANNER RIDGE SECONDARY FUND III, LP MAY CONSIST OF A SMALLER CONCENTRATION OF
FINANCIAL INSTRUMENTS AND UTILIZE FORMS OF LEVERAGE, WHEREAS THE INDICES DO NOT USE LEVERAGE. THUS, THE RETURNS MAY BE AFFECTED MORE BY PRICE
CHANGES IN UNDERLYING SECURITIES COMPARED TO A MORE DIVERSIFIED PORTFOLIO.
DISCLOSURE OF MARKET CONDITIONS: FUND I BEGAN INVESTING IN 2015 AND WAS FULLY REALIZED BY THE END OF 2016; FUND II BEGAN INVESTING IN 2015 AND
WAS SUBSTANTIALLY REALIZED BY THE END OF 2018. OVER THIS TIME PERIOD, MARKET CONDITIONS IN THE UNITED STATES WERE HIGHLY FAVORABLE TO INVESTORS
IN EQUITY AND SPECULATIVE FIXED INCOME. THE S&P 500, FOR THE YEARS 2015 THROUGH DECEMBER 31, 2022, RETURNED +1.38%, +11.96%, +21.83%, -4.38%,
+31.49%, +18.40%, +28.71%, AND -19.64%, RESPECTIVELY. THE ICE BOFAML HY INDEX, FOR THE YEARS 2015 THROUGH DECEMBER 31, 2022, RETURNED -4.64%,
+17.49%, +7.48%, -2.27%, +14.41%, +6.17%, +5.36%, AND -11.22% RESPECTIVELY. PLEASE SEE “USE OF INDICES” ABOVE.

ACTION: Private Equity Investment with Banner Ridge Partners, LP - Banner

Ridge Secondary Fund V – Approval of Material Terms
AUTHORITY: W.S. 9-4-715(c)(ii)
ALTERNATIVE: Approve or Disapprove Material Terms of Investment
ANALYSIS:
The State Treasurer must obtain the Board’s approval of the material terms of the
instruments governing investments in alternative assets before the Treasurer’s Office can
make any such investment. The Treasurer seeks such Board approval at this time for the
Banner Ridge Secondary Fund V.
A memo summarizing the material terms of the documents governing the Fund investment
will be provided to the Board in advance of the meeting.
Treasurer’s Office will be available to review the material terms with the Board and answer
any questions. Principals with the Fund will also be available to answer any questions.

approve the material terms of the State’s investment in the fund Banner Ridge Secondary
Fund V.
BOARD ACTION: ________________________________________________________

This document is only a summary of the material terms applicable to an investment in Banner
Ridge Secondary Fund V (TE), LP (the “Fund”) and does not constitute a legally binding
agreement by and among Banner Ridge Secondary Fund V (TE), LP, Banner Ridge Fund V
GP, LLC, Banner Ridge Partners, LP, the State of Wyoming or any of its agencies or
departments. The terms summarized below are subject to the specificity in the Fund’s Private
Placement Memorandum and the binding terms of the Fund’s Second Amended and Restated
Limited Partnership Agreement (as may be amended and restated from time to time), as such
terms may be modified by any future side letter that is negotiated and executed by the parties.
Fund: Banner Ridge Secondary Fund V (TE), LP
General Partner: Banner Ridge Fund V GP, LLC
Investment Manager: Banner Ridge Partners, LP
Fund Objective: Generating superior risk-adjusted returns through targeting niche private
equity secondary markets
Fees and Expenses: Carry terms:
Preferred Return: The Fund’s distribution waterfall provides for an

initial 8% annual compounded preferred return and an additional
10% annual compounded preferred return after a 15% catch-up for
the Special Limited Partner (defined below), as more particularly
described below. See “Distributions.”
Capital Return: Net distributable cash is first distributed to the

Limited Partner until the Limited Partner has received distributions
equal to such Limited Partner’s aggregate capital contributions, as
more particularly described below. See “Distributions.”
Carried Interest: An affiliate of the General Partner (the “Special

Limited Partner”) is entitled to carried interest, which, subject to
certain hurdles and restrictions, could equal up to 17.5% of the
profits of the Fund, as more particularly described below. See
“Distributions.”
Management Fees: During the Commitment Period, the annual rate of the
Management Fee will 1.5% of aggregate capital commitments. Each fiscal
year following the expiration of the Commitment Period (including any
extension thereof), the annual rate of the Management Fee will be reduced
by 10% of the applicable rate of the Management Fee for the prior year.
Organizational Fees: The Fund will reimburse the General Partner for the
Fund’s organizational expenses and startup expenses, including legal,
travel, accounting, filing, capital raising and other organizational expenses
(“Organizational Expenses”); provided, that, each Limited Partner’s
Management Fee will be reduced, on a dollar for dollar basis, but not below
zero, by each such Limited Partner’s proportionate share of the Excess
1
Organizational Expense Amount on the date such Management Fee is
payable. “Excess Organizational Expense Amount” means an amount,
calculated as of the Fund’s final closing date and the commencement of each
calendar quarter, equal to the sum of Organizational Expenses in excess of
the greater of (i) $1,000,000 or (ii) 0.25% of all of the capital commitments
of the Partners.
Investment Guidelines: The Fund and its parallel funds will carry out their investment programs
through Banner Ridge Secondary Master Fund V, LP, a Delaware limited
partnership (the “Master Fund”), which will ultimately make the
investments described on Exhibit A, attached hereto. Accordingly,
references herein to the investment activity and limitations of the Fund
should be construed to refer to the Fund’s investment activities through the
Master Fund, unless the context so requires.
The General Partner and the Investment Manager have established
investment policy guidelines for the Fund, pursuant to which:
(i) no more than 20% of the aggregate capital commitments
will be invested in any single Investment (defined on Exhibit A);
(ii) no more than 25% of the aggregate capital commitments
will be invested with any single Portfolio Manager (defined on
Exhibit A);
(iii) no more than 10% of the aggregate capital commitments
will be invested in a single operating company, on a look-through
basis; and
(iv) no more than 5% of the aggregate capital commitments
will be invested in a Primary Investment (defined on Exhibit A) that
is an investment directly into a private investment fund, unless the
Fund’s Advisory Board consents otherwise.
Further, the General Partner and Investment Manager will not allocate
more than 20% of capital commitments to private funds managed by
organizations who have their principal place of business in a jurisdiction
outside of the United States, unless the Fund’s Advisory Board consents
otherwise. Additionally, General Partner and Investment Manager will not
allocate more than 20% of the capital commitments to Direct Investments
(defined on Exhibit A).
The Fund may invest in derivative instruments to gain long or short
economic exposure to investments that are otherwise permitted under the
Fund’s partnership agreement (the “Fund Agreement”), in support of
financing techniques and for hedging or defensive purposes in connection
with Investments; provided, however, that the total notional value of all the
Fund’s derivative instruments that are not used primarily for hedging or
risk management purposes shall not exceed 25% of the aggregate capital
commitments and shall be included when calculating investment
restrictions. The Fund may also hedge an Investment to attempt to
eliminate risk, reduce risk, or diversify risks through the use of short-
selling, hedging transactions, swap arrangements, foreign currency
2
exchange transactions, other derivative transaction or similar transactions,
including, but not limited to futures, options, swaps and structured
securities.
Documents:
ISSUE COMMENTS
Term; The Fund’s commitment period will expire five (5) years after the Fund’s final
Commitment closing date (the “Commitment Period”). The Commitment Period may be
Period; extended for one additional 12-month period at the discretion of the General
Termination Partner with the consent of the Fund’s Advisory Board (defined below). The
Commitment Period may be terminated earlier due to the occurrence of certain
events described in the Fund Agreement.
The Fund will be wound up and dissolved on the earliest of: (i) ten (10) years after
the date of the Activation Date (defined below) (through the close of business);
provided that, the General Partner may, in its discretion, extend the term of the
Fund for two (2) successive one (1) year periods to allow for the orderly liquidation
of Investments; (ii) the bankruptcy, insolvency or termination of the General
Partner and as otherwise provided by the laws of the State of Delaware, unless
majority in interest of the Limited Partners and the similar equity owners of the
Fund’s parallel funds, alternative investment vehicles and other feeder funds
described in the Fund Agreement (collectively, the “Fund Complex Limited
Partners”), voting as a single group, determines to continue the business of the
Fund in accordance with the Fund Agreement; (iii) after the Commitment Period,
at the time as of which the Fund has disposed of all of its Investments and the
disposition of all of the Investments made through AIVs or segregated accounts;
(iv) a determination by the General Partner that the Fund should be dissolved;
(v) at any time that there are no Limited Partners in the Fund; or (vi) the entry of a
decree of judicial dissolution under the Delaware Revised Uniform Limited
Partnership Act.
The “Activation Date” occurred on February 15, 2023.
Distributions Each Limited Partner’s share of Net Distributable Cash (defined below) will be
distributed to such Limited Partner and the Special Limited Partner in the following
amounts and order of priority:
(i) Return of All Capital Contributions: first, 100% to the
Limited Partner until the Limited Partner has received distributions equal to
such Limited Partner’s aggregate capital contributions.
(ii) Preferred Return: second, 100% to the Limited Partner to
provide an 8% annual compounded rate of return on its unreturned capital
contributions.
(iii) Special Limited Partner Catch-Up: third, 100% to the
Special Limited Partner until such time as the Special Limited Partner has
received, in the aggregate, 15% of the total amounts distributed pursuant to
clause (ii) and this clause (iii).
3
ISSUE COMMENTS
(iv) Second Preferred Return: fourth, 100% to the Limited
Partner to provide a 10% annual compounded rate of return (inclusive of all
prior distributions) on its unreturned capital contributions.
(v) Second Special Limited Partner Catch-Up: fifth, 100% to
the Special Limited Partner until such time as the Special Limited Partner has
received, in the aggregate, 17.5% of the total amounts distributed pursuant to
clause (ii), clause (iii), clause (iv) and this clause (v).
(vi) Carried Interest Split: thereafter, 82.5% to the Limited
Partner and 17.5% to the Special Limited Partner (distributions to the
Special Limited Partner under clause (iii), clause (v) and this clause (vi) are
referred to as the “Carried Interest”).
“Net Distributable Cash” means the amount by which the aggregate cash receipts
of the Fund from any source (including loans and capital contributions, except for
any unused capital returned in accordance with the Fund Agreement) exceed the
sum of the cash expenditures of the Fund plus a cash reserve in the amount as
determined by the Investment Manager to be necessary or appropriate to cover the
Fund’s expenses.
Tax General Partner acknowledges that because the State of Wyoming, State
Withholding Treasurer’s Office (State) is a tax-exempt entity and is an instrumentality of the
State of Wyoming and unlikely to be subject to any tax withholding requirements,
the Fund and General Partner agree that before withholding and paying over any
tax liability purportedly representing tax owed by Investor, the General Partner will
use commercially reasonable efforts to provide the State notice and an opportunity
to contest.
Redemptions A Limited Partner may not withdraw from the Fund without the consent of the
General Partner.
Removal of A majority in interest of the Fund Complex Limited Partners, voting as a single
General Partner group (but without duplication), may, upon the occurrence of a Cause Event
(defined below), or 75% of the Fund Complex Limited Partners, voting as a single
group (but without duplication), may, without the occurrence of a Cause Event, by
notice to the General Partner remove the General Partner as a general partner of
the Fund; provided that the Limited Partners must exercise such right and must
actually remove the General Partner and appoint a successor General Partner
within 60 days after receiving a notice of such Cause Event. If no such action has
taken place by the conclusion of the 60-day period, then the foregoing rights with
respect to such Cause Event shall expire.
“Cause Event” means (i) the criminal conviction (including a plea of no contest)
in a U.S. federal or state court of competent jurisdiction of the General Partner, the
Investment Manager, Anthony Cusano or Christopher Driessen of (a) a felony
involving moral turpitude, (b) a felony punishable by a fine against such person in
excess of $250,000 or the incarceration against such person of more than one year
that has a material adverse effect on the business of the Fund, (c) a material
4
ISSUE COMMENTS
violation of the securities law applicable to the Fund, or (d) a violation of any other
statute involving fraud, misappropriation or embezzlement; (ii) the final, binding
and non-appealable determination by a court of competent jurisdiction, an
arbitration or an admission by such person that such person has (a) committed gross
negligence or willful misconduct with respect to such person’s duties to the Fund,
(b) materially breached the Fund Agreement, or (c) breached such person’s
fiduciary duties to the Fund, or (iii) the entering by a U.S. federal or state court of
competent jurisdiction of an injunction prohibiting the General Partner or the
Investment Manager from acting as the general partner or investment manager, as
applicable, of the Fund.
Key Man Following a Key Person Event (defined below), the General Partner must promptly
Provision provide notice to the other Partners and shall terminate the Commitment Period,
unless 75% of the Fund Complex Limited Partners, voting as a single group (but
without duplication), vote to continue the Commitment Period within 90 calendar
days of notice of such Key Person Event.
“Key Person Event” means the day Anthony Cusano becomes deceased, is
adjudicated to be incompetent or becomes disabled (i.e., unable, by reason of
disease, illness or injury, to perform his functions as the manager of the General
Partner or the Investment Manager for 60 consecutive days), or ceases to devote
substantially all of his business time and attention to the Investment Manager’s
investment management duties with respect to its clients, which include the Fund.
Default Upon the failure of a Limited Partner to make a capital contribution when due (such
amount, the “Default Amount”), the Fund will provide written notice of the default
to such Limited Partner (a “Defaulting Partner”). If the Defaulting Partner has
not cured the default within 3 business days after the issuance of such notice of
default, the Fund may, in addition to all other available remedies, including
terminating the Defaulting Partner’s Interests:
(i) Cause that Defaulting Partner to forfeit up to 50% of its
interest in the Fund to the Limited Partners complying with such applicable
capital call (the “Non-Defaulting Partners”) in proportion to their relevant
interests; provided, however, this forfeiture shall not alter the Defaulting
Partner’s obligations to the Fund, including any obligation to fund future
capital calls or make other required payments and the Defaulting Partner shall
continue to retain all of its obligations;
(ii) Transfer the Defaulting Partner’s interest in the Fund to the
Non-Defaulting Partners at a discount in accordance with the Fund
Agreement;
(iii) Cause such Defaulting Partner to forfeit to the Non-
Defaulting Partners all distributions that would otherwise be made to that
Defaulting Partner on or after that date; provided, however, any such
Defaulting Partner will continue to be subject to losses or reduction in value
with respect to its interest in the Fund;
(iv) Cause such Defaulting Partner, if such Defaulting Partner
5
ISSUE COMMENTS
has a capital commitment of $5 million USD or less and fails on two (2) or
more occasions to pay the full amount of any contribution or other amount
when due (provided such Defaulting Partner received written notice from the
General Partner on each occasion of such failure) to irrevocably deposit all
or a portion of such Limited Partner’s unfunded capital commitment in a
segregated account controlled by the General Partner, which amount will be
used to fund future capital calls; provided, that such Defaulting Partner will
remain fully responsible for funding all capital contributions and any other
amounts payable to the Fund to the extent the amounts in such account are
insufficient to pay such capital contributions;
(v) Cause such Defaulting Partner to forfeit its right to vote its
interest, give approval, or make any other decision required or permitted to
be made, any vote, approval or decision shall be tabulated or made as if that
Defaulting Partner were not a Limited Partner, and such Defaulting Partner
shall be deemed to have waived any rights to vote or consent with respect to
its Interests under the Delaware Revised Uniform Limited Partnership Act;
or
(vi) Require such Defaulting Partner to pay interest on the
Default Amount at the applicable interest rate specified in the Fund
Agreement for the benefit of the Non-Defaulting Partners.
In the event that the Defaulting Partner’s default results, directly or indirectly, in a
default by the Fund on any funding obligation in connection with an Investment,
the Defaulting Partner will indemnify and hold harmless the Fund for any resulting
costs and liability incurred by the Fund including, without limitation, the costs of
reasonable attorneys’ fees and other costs and expenses incurred in connection with
the defense of any action or proceeding arising out of such default by the Fund.
Limited The General Partner confirms that, subject to Section 7.1(f) of the Fund
Liability of the Agreement, the Subscriber will not be obligated to fund a Capital Contribution in
State excess of the Subscriber’s Unfunded Capital Commitment.
Leverage The Fund may borrow money from any person to (i) cover expenses and (ii) to provide
interim financing to the extent necessary to consummate an Investment. However, the
General Partner shall not cause the Fund to borrow if, during the Commitment Period,
(i) the Fund’s outstanding borrowing, including any guarantees by the Fund, but
excluding any indebtedness pursuant to any credit facility or loan agreement, including
as guarantor, which may be secured by the assets of the Fund (an “Asset-Based
Facility”), exceeds 70% of the then unfunded capital commitments, or (ii) the loan to
value ratio of the Fund pursuant to any Asset-Based Facility with recourse to the Fund
exceeds 50%; provided, however, that, following the termination of the Commitment
Period, no restrictions shall apply to indebtedness pursuant to any Asset-Based Facility
that is non-recourse to the Fund. If at any time the Fund’s outstanding borrowings exceed
the foregoing restrictions, the Fund will promptly reduce the amount of its borrowings
so as to comply with such restrictions.
6
ISSUE COMMENTS
Distributions: Discussed elsewhere in this document; see “Distributions” above and
Right to Recall; “Reinvestment; Recall” below.
in-kinds The Subscriber will request (via its side letter), and unless otherwise instructed by
the Subscriber the General Partner will acknowledge and agree that, in accordance
with Section 7.1(d)(3) of the Fund Agreement, the Subscriber wishes to decline
any in-kind distribution made pursuant to the Fund Agreement.
Transfer of A Limited Partner may not sell, assign or transfer any interest in the Fund without
State’s Interest the prior written consent of the General Partner. The General Partner will agree
that it shall not unreasonably withhold its consent with regard to the transfer of all
or a portion of the Subscriber’s interest in the Fund to an affiliate of the Subscriber,
or to the admission of such affiliate as a substituted limited partner, provided that
such transfer otherwise complies with the requirements of the Fund Agreement.
Disclosure, In connection with each capital call, the General Partner delivers a Funding Notice
Transparency to each Limited Partner, which includes the amount of the required capital
& Reporting contribution, a short description of the Fund’s intended use of the required
contribution, and specifies the Funding Date. The General Partner also delivers
notice of each distribution to the Limited Partners. Limited Partners receive audited
financial statements annually (within 180 days of fiscal year end) and unaudited
performance reports at least quarterly during the year (within 100 days of calendar
quarter end, or as soon as practicable). A copy of Banner Ridge’s standard reporting
package is attached hereto as Exhibit B.
Public Records General Partner understands and agrees that: the State is subject to certain duties
Act and obligations pursuant to Wyoming’s Public Records Act, Wyo. Stat. §16-4-201
et seq. (the Act); if the State receives a request to disclose and is the Custodian as
defined under the Act, it will make a determination as to whether and what
information must be disclosed, will redact all exempted information, and will
consult with the General Partner regarding the Act and available exemptions before
it discloses any information; the State will use commercially reasonable efforts to
give the General Partner the opportunity to seek a protective order, consistent with
all applicable laws, rules and regulations; notwithstanding anything in the
documents to the contrary, the laws of the State of Wyoming shall apply with
respect to the disclosure of public records by the Subscriber; and the General
Partner hereby agrees that if the General Partner elects to provide the Subscriber
(in its capacity as a Limited Partner subject to the Wyoming Public Records Act)
with redacted copies of confidential information in accordance with the Fund
Agreement, the General Partner and/or the Investment Manager shall use
commercially reasonable efforts to provide the Subscriber access to such
unredacted information verbally or in another manner as set forth in the Fund
Agreement.1
1 Please see Sections 12.14(c)(1)(i) and 12.14(c)(1)(ii) of the Fund’s LPA.

7
ISSUE COMMENTS
Standard of The General Partner confirms that the Investment Manager (a) is registered as an
Care & investment adviser with the U.S. Securities and Exchange Commission and (b) as a
Fiduciary registered investment adviser, is a fiduciary with respect to the Partnership under the
Duties Investment Advisers Act of 1940, as amended.
The Fund Agreement provides that the General Partner, the Investment Manager,
any of their affiliated management companies, each direct or indirect member,
manager, partner, director, officer and employee of any of the foregoing and, with
the approval of the General Partner, any agent of the foregoing (including their
respective executors, heirs, assigns, successors, or other legal representatives), are
not liable to the Fund or the Limited Partners for any loss or damage arising by
reason of being or having been the General Partner or the Investment Manager or
from any acts or omissions in the performance of its services (including trade errors
that occur in the ordinary course of business) as General Partner or Investment
Manager, as applicable, in the absence of willful misconduct, bad faith or gross
negligence of such person or as otherwise required by law.
Conflicts of Certain inherent conflicts of interest may arise when the General Partner, the
Interest Investment Manager and their affiliates act on behalf of the Fund and other clients
engaged in similar investment activities. The General Partner, the Investment
Manager and their affiliates will in the future provide investment management
services to other entities and clients, including other collective investment vehicles,
which may or may not utilize investment programs similar to that of the Fund.
The principals, employees and officers of the General Partner and the Investment
Manager and organizations affiliated therewith, may buy and sell securities for
their own accounts or the accounts of others, but may not buy securities from or
sell securities to the Fund unless such transactions comply with the requirements
set forth in the Fund Agreement.
When the Investment Manager determines that it would be appropriate for the Fund
and one or more of the Investment Manager's other investment funds or accounts
to participate in an investment opportunity, the Investment Manager will seek to
execute such investment opportunity in a fair and equitable manner and consistent
with the investment mandates of the funds and accounts and the Investment
Manager’s internal investment allocation policies. There can be no guarantee that
the Master Fund or the Fund will participate in any particular investment
opportunity on an equal or pro rata basis with other investment funds or accounts
or receive any allocation of such investment opportunity. In making these
allocation decisions, the Investment Manager will consider a number of factors in
an effort to construct balanced investment portfolios for each of the Investment
Manager’s investment funds or accounts based on the investment mandates for the
applicable investment funds or accounts to provide appropriate risk adjusted
returns to the investors. These factors are described in the Investment Manager’s
internal investment allocation policies.
Notwithstanding anything to the contrary herein, at all times on and after the
Activation Date, but prior to (i) 100% of the Master Fund's aggregate capital
commitments having been invested in, committed to, allocated to or reserved for
investments, fees or expenses, (ii) the Commitment Period's termination or
8
ISSUE COMMENTS
completion, or (iii) the Master Fund receiving its full allocation of such investment
opportunity as reasonably determined by the General Partner in good faith to be
appropriate for such funds and accounts, the General Partner and the Investment
Manager shall be required to offer each Secondary Investment or Seasoned
Primary Investment to the Fund and the Predecessor Funds prior to offering any
portion of such Secondary Investment or Seasoned Primary Investment to any
affiliate or other Banner Ridge Fund (defined below). The Investment Manager
and each general partner of the Banner Ridge Funds (as applicable) shall be
required to first offer any co-investment opportunity to the Banner Ridge Fund that
made the underlying investment which directly led to such co-investment
opportunity and such Banner Ridge Fund's predecessor and successor funds and
accounts, including any subsidiaries, feeder vehicles or alternative investment
vehicles of such funds or accounts (as applicable) (collectively, the “Originating
Fund Group”), until each fund and account within the Originating Fund Group
has received its full allocation of such co-investment opportunity as reasonably
determined by the Investment Manager in good faith to be appropriate for such
funds and accounts, prior to offering any portion of such co-investment opportunity
to any other Banner Ridge Funds (including the Fund, as the case may be).
Notwithstanding the requirements of this paragraph, the General Partner and the
Investment Manager shall not be required to offer each Secondary Investment,
Seasoned Primary Investment or co-investment opportunity to the Fund during any
suspension of the Commitment Period; provided, however, following the re-
commencement of the Commitment Period the requirements of this paragraph shall
apply to any Secondary Investment, Seasoned Primary Investment or co-
investment opportunity. As used herein, “Banner Ridge Funds” means any
investment funds or other accounts that are managed by the Investment Manager
or its affiliates. As used herein, “Predecessor Funds” means (A) Banner Ridge
Secondary Master Fund III, LP, a Delaware limited partnership, and its feeder
funds: Banner Ridge Secondary Fund III (T), LP, a Delaware limited partnership;
Banner Ridge Secondary Fund III (TE), LP, a Delaware limited partnership; and
Banner Ridge Secondary Fund III (Offshore), LP, a Cayman Islands exempted
limited partnership; and (B) Banner Ridge Secondary Master Fund IV, LP, a
Delaware limited partnership, and its feeder funds: Banner Ridge Secondary Fund
IV (T), LP, a Delaware limited partnership; Banner Ridge Secondary Fund IV
(TE), LP, a Delaware limited partnership; and Banner Ridge Secondary Fund IV
(Offshore), LP, a Cayman Islands exempted limited partnership.
Advisory The General Partner shall use commercially reasonable efforts to, within 60 days
Board after the Fund’s final closing date, appoint a committee for the Fund (the “Advisory
Board”) consisting of not less than 3 members, each of whom shall be (i) selected
by the General Partner, (ii) affiliated with a Limited Partner and (iii) not affiliated
in any way with the General Partner, the Investment Manager, or any of their
respective affiliates. The Advisory Board will have the authority, at the request of
the General Partner, to consult with the General Partner on any matters that may
involve a conflict of interest between the General Partner on the one hand and the
Limited Partners, the Master Fund, a parallel fund or the Fund on the other. Any
consent given by the Advisory Board after consultation with the General Partner is
9
ISSUE COMMENTS
binding on the Fund, the Master Fund, the parallel fund and the Limited Partners
(but excluding the General Partner). The Fund will have the authority to agree to
reimburse members of the Advisory Board for their out-of-pocket expenses and to
indemnify them to the maximum extent permitted by law (including advancing
legal fees and expenses to the members of the Advisory Board), provided that such
Advisory Board member has not been adjudicated in a final court judgment not
subject to appeal to have been guilty of fraud or willful misconduct with respect to
such actions causing the indemnification obligation.
In exchange for a Capital Commitment of $65 million or more, the General Partner
will agree (in the State’s side letter) that the State will have the right to appoint one
voting member to the Advisory Board.
Valuation A copy of Banner Ridge’s valuation policy is attached hereto as Exhibit C.
Most Favored The General Partner has agreed to include its standard most favored nation clause
Nations Status in the State’s side letter.
Indemnification General Partner has agreed that, by virtue of provisions of the laws of the State of
and Wyoming applicable to the Subscriber which prohibit Subscriber from engaging
Exculpation in indemnification, to the extent the Governing Documents provide for the
indemnification of the Fund, General Partner, Investment Manager and/or other
third parties by the Investor directly (as opposed to the indemnification of such
Persons out of the assets of the Fund), any such obligation shall be waived with
respect to the State to the extent such indemnification is prohibited by applicable
law; nothing herein shall be construed as limiting or waiving the Fund’s
obligation to indemnify the Management Parties and/or other third parties out of
the assets of the Fund, including any portion of such assets which may be
attributable to the State’s interest in the Fund.
Insurance The General Partner and the Investment Manager will represent and warrant that
there currently exist in full force and effect insurance policies maintained by the
Investment Manager (i) for professional liability insurance or errors and omissions
liability insurance for any and all claims arising from the Investment Manager’s
alleged or real professional errors, omissions or mistakes in the performance of
professional duties with a minimum coverage of at least $10 million, and (ii)
fidelity insurance or a fidelity bond for any and all claims arising from the
Investment Manager’s or Fund’s loss of any of the Subscriber’s investment in the
Fund or other funds/investments held by the Fund as the result of any
embezzlement, forgery, theft or any other crime with a minimum coverage amount
of $1 million.
Investment The General Partner and the Investment Manager have received a copy of the
Policy Wyoming State Loan and Investment Board Master Investment Policy and Sub-
Policies (the “State Policies”), and the Investment Manager acknowledges the
requirements of sections 3.3 and 4.8(f)-(j) of the State Policies, to the extent such
10
ISSUE COMMENTS
sections are applicable to the Investment Manager as an external investment
manager. For the avoidance of doubt, the General Partner, the Investment Manager
and the State will agree that nothing in the State Policies shall be construed as a
restriction or limitation on the General Partner’s or the Investment Manager’s
discretion to pursue the Fund’s investment program, as described in the Fund’s
PPM.
Sovereign General Partner and the Fund have agreed that: by reason of the laws, regulations
Immunity and public policies of the State, and pursuant to Wyo. Stat. §1-39-104(a), the State,
the Wyoming State Loan and Investment Board, the Wyoming State Treasurer’s
Office and the Wyoming State Treasurer will expressly reserve sovereign
immunity by entering into any Agreement or side letter and specifically retain all
immunities and defenses available to them as sovereigns; that designations of
venue, choice of law, enforcement actions, and similar provisions shall not be
construed as a waiver of sovereign immunity; that any ambiguity in any side letter
shall not be strictly construed, either against or for either party, except that any
ambiguity as to sovereign immunity shall be construed in favor of sovereign
immunity; and that, notwithstanding anything in the documents to the contrary, the
laws of the State of Wyoming shall apply with respect to sovereign immunity of
the Subscriber; provided, that nothing in this paragraph shall relieve the Subscriber
of any obligation (i) to make capital contributions to the Fund in accordance with
the terms and conditions of the Fund Agreement, as the same may be modified by
the provisions of the Subscriber’s side letter, or (ii) arising with respect to a breach
by the Subscriber of the Fund Agreement, the Subscriber’s side letter or its
subscription agreement.
Arbitration General Partner and the Fund have agreed that notwithstanding anything to the
contrary in the documents, as a matter of state law, regulation or policy, the State
does not consent to arbitration.
Investment in The General Partner, the Investment Manager, the principals and/or their
Fund by respective affiliates (including, for this purpose, any of their respective officers,
General Partner directors and employees and any entity, individual retirement account or account
beneficially owned by any of the foregoing) (the “Banner Ridge Investors”) intend
to make aggregate capital commitments to or alongside the Fund (including
through one or more parallel funds or the Banner Ridge Commitment Feeder) in
an aggregate amount of at least $35 million USD and not to exceed two and one-
half percent (2.5%) of the Final Commitments (the “Banner Ridge Commitment”).
“Final Commitments” is the greater of (i) prior to the final closing date, the greater
of (a) $1,400,000,000 or (b) the sum of the capital commitments of all investors in
the Master Fund as of such date and (ii) from and after the final closing date, the
sum of the capital commitments of all investors in the Master Fund.
Amendments The Fund Agreement may be amended by the General Partner with the consent of a
majority in interest of the Limited Partners or a majority in interest of the Fund
11
ISSUE COMMENTS
Complex Limited Partners, voting as a single group, which consent may be obtained
through negative consent.
The Fund Agreement may not be amended to: (i) increase the obligation of a Limited
Partner to make any contribution to the capital of the Fund; (ii) reduce the capital
account of any Limited Partner other than as contemplated by the Fund Agreement;
(iii) reduce any Limited Partner's right to share in net profits or assets of the Fund;
(iv) affect the limited liability of a Limited Partner; or (v) increase the Management
Fee or Carried Interest payable by a Limited Partner, without the consent of each
Limited Partner adversely affected thereby.
Notwithstanding the foregoing, the General Partner may amend the Fund Agreement
at any time without the consent of any Limited Partner to, among other things as set
forth in the Fund Agreement: (i) comply with applicable laws and regulations;
(ii) make changes that do not adversely affect the rights or obligations of any Limited
Partner; or (iii) cure any ambiguity or correct or supplement any conflicting
provisions of the agreement.
Jurisdiction; The General Partner and the Fund will agree to consent to the exclusive jurisdiction
Governing Law of the Wyoming state courts with respect to all legal proceedings instituted solely
against the State by the General Partner, the Fund and/or the Investment Manager.
The General Partner agrees that all provisions requiring interpretation or
enforcement of a law, regulation, or public policy of the State of Wyoming will be
governed by Wyoming law.
General Partner Upon the final liquidation of the Fund and distribution of its remaining assets or in
Clawback connection with an all Partner giveback (discussed below), the Special Limited
Partner will be required to restore funds (other than any funds distributed to the
Special Limited Partner pursuant to a tax distribution) to the Fund for distribution
to the Limited Partners in the amount that the aggregate amount of Carried Interest
distributions attributable to such Limited Partner and made to the Special Limited
Partner on a cumulative basis over the life of the Fund exceed the amount that the
Special Limited Partner would have received assuming the Special Limited Partner
was only entitled to a single Carried Interest distribution with respect to such
Limited Partner based on cumulative results from inception through the relevant
calculation date (such amount, the “Clawback Amount”); provided that such
returned Clawback Amount shall not exceed the amount of aggregate Carried
Interest attributed to such Limited Partner and received by the Special Limited
Partner (net of tax distributions, but excluding the effect of the payment of any
Clawback Amount).
Reinvestment; During the Commitment Period, in connection with the distribution (or deemed
Recall; distribution) of Net Distributable Cash (“Reinvestment Proceeds”), the amount of
each Limited Partner's Reinvestment Proceeds will be considered part of each
Limited Partner's unfunded capital commitments and will be subject to a capital
call from the Fund or Recycling (defined below) by the Fund in order to fund
expenses, Investments and Pending Investments (defined in the Fund Agreement).
12
ISSUE COMMENTS
“Recycling” means the process by which the Fund, in the General Partner's sole
discretion, deems all or a portion of the Reinvestment Proceeds as having been
distributed pursuant to the Fund’s distribution waterfall and simultaneously
returned to the Fund as a capital contribution; provided, that if the General Partner
does so, it shall provide the Limited Partners with a notice containing the same
information as would be required in a capital call. Following the deemed
contribution of the Reinvestment Proceeds, each applicable Limited Partner's
unfunded capital commitment shall be reduced accordingly.
Limited Partner With respect to any proceeding, liability or claim resulting from an obligation to
Giveback return distributions from an Investment, the General Partner may cause each
Limited Partner to pay to the Fund an amount equal to each Limited Partner’s pro
rata share of such liability (based upon the amount by which such Limited
Partner’s distributions from the Fund would have been reduced if the amount to be
returned to the Fund by the Limited Partner had not been distributed but rather had
been used by the Fund to pay such liability); provided, however, that a Limited
Partner will not be required to give back any distribution 4 years after the receipt
of such distributions (except with respect to any liabilities or claims then
outstanding at the end of such period). With respect to any proceeding, liability or
claim resulting from an obligation not covered in the prior sentence, the General
Partner may cause each Limited Partner to pay to the Fund an amount equal to the
lesser of (A) 25% of its Capital Commitment and (B) 25% of distributions received
by such Limited Partner from the Fund; provided, however, that a Limited Partner
will not be required to give back any distributions 4 years after the receipt of such
distributions (except with respect to any liabilities or claims then outstanding at the
end of such period).
Excuse; A Limited Partner may be excused from making all or a portion of any required
Exclusion capital contribution with respect to any Investment if the General Partner delivers
a written notice to such Limited Partner that the General Partner has determined
that such Limited Partner’s participation in such Investment would give rise to
material adverse tax, regulatory or other legal consequences with respect to such
Limited Partner, the Fund or any of the Fund’s affiliates.
Moreover, a Limited Partner shall be excused from making all or a portion of any
required capital contribution with respect to an Investment if, not later than 5
business days after the date of delivery of a capital call (or such later time as the
General Partner shall in its reasonable discretion determine), the Investor delivers
a written opinion of counsel stating that it is more likely than not that such Limited
Partner’s participation in such Investment would result in a violation of any law or
regulation of the United States (including any non-exempt “prohibited transaction”
as defined under ERISA or the Code) or any state thereof (other than any state legal
investment statute or regulation) or of any foreign country (other than any such
foreign law or regulation that violates, or the compliance with which by persons
subject to the jurisdiction of the United States would violate, any law or regulation
of the United States), in any such case applicable to such Limited Partner or to the
Fund.
13
ISSUE COMMENTS
A Limited Partner shall be excluded and shall not be permitted to make all or a
portion of any required capital contribution with respect to an Investment if the
General Partner delivers a written notice to such Limited Partner that the General
Partner has determined in good faith that the making of such capital contribution
or portion thereof by such Limited Partner is likely to result in a significant delay,
extraordinary expense or material adverse effect on the Fund or any of its affiliates,
any Investment or any future Investments.
14

SVP Cap Solutions Fund II &amp; Banner Ridge Secondary Fund V

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SVP Cap Solutions Fund II &amp; Banner Ridge Secondary Fund V

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Capital Solutions Fund II

Presentation Prepared for

STRATEGIC VALUE PARTNERS, LLC

MATERIAL RISKS OF AN INVESTMENT IN STRATEGIC VALUE CAPITAL SOLUTIONS FUND II

• Founded in 2001 by Victor Khosla Firm AUM

2021) by GlobalCapital (formerly Euroweek) 63%

© 2023 Strategic Value Partners, LLC. All Rights Reserved.

Infrastructure Real Estate Building Materials Aviation

Industrials (inc Packaging) Consumer Manufacturing Energy

Includes oil & gas, power

© 2023 Strategic Value Partners, LLC. All Rights Reserved.

Deal Analysis &

Sourcing 12 Victor Khosla, CIO Operational Management 16

Risk Management Jon Kinderlerer 4

Firm/Commercial Strategy Investor Relations Finance, Operations, Legal

Goran Puljic (US)

© 2023 Strategic Value Partners, LLC. All Rights Reserved.

As of Broad Mix of Corporate plus Invest Majority in Purchase

$524M 33% 49% 50% 55%

Opportunistic Sector Expertise Balance Between Less Competitive Controlled

© 2023 Strategic Value Partners, LLC. All Rights Reserved.

"Normal" Yearb April-December 2022 January-April 2023

January 2022 May 2023

SVP US US Europe Europe

Approximately $79 billion Approximately $250 billion

© 2023 Strategic Value Partners, LLC. All Rights Reserved.

Example: COVID 2020 Cycle

© 2023 Strategic Value Partners, LLC. All Rights Reserved.

II. Firm Information:

© 2023 Strategic Value Partners, LLC. All Rights Reserved.

Firm & Team

Capital Solutions Fund II focuses on allocating opportunistically to transactions sourced across

Strategy & Process

Recommendation, Merits & Considerations

 Exposure to SVP’s cross platform transactions – As opposed to gaining exposure in

 Differentiation through European transactional expertise – Approximately 40% of the

 Rapid investment team growth. The investment team had 41 professionals as of

 Investment team turnover. Of the 41 investment team members as of January 2020,

AUTHORITY: W.S. 9-4-715(c)(ii)

ALTERNATIVE: Approve or Disapprove Material Terms of Investment

TREASURER’S RECOMMENDATION: The State Treasurer recommends that the Board

BOARD ACTION: ________________________________________________________

Manager: SVP Capital Solutions II LLC (the “Manager”)

Fees and Expenses: Carry terms:

Preferred Return: 8% compounded annual preferred return to the Investor on

Management Fees: 1.75% of Invested Cost.

Organizational Fees: Capped at 0.15% of aggregate commitments to the Fund.

directly or through any vehicle managed by the Manager or its affiliates,

Documents: Confidential Private Placement Memorandum of Strategic Value Capital Solutions

ACTION: Hiring Private Equity Investment Manager Banner Ridge Partners, LP

AUTHORITY: W.S. 9-4-718(a)(iv)

ALTERNATIVE: Approve or deny recommended manager

TREASURER’S RECOMMENDATION: The State Treasurer recommends that the Board

BOARD ACTION: ________________________________________________________

KEY FACTS STRATEGY & STRUCTURE

TRACK RECORD (NET) AS OF Q4 - 22 RETURN ASSUMPTIONS

Pre-Fund had no deals returning less than a 1.11x.

Fund I had no deals returning less than a 1.18x.

Fund II had no deals returning less than a 0.98x.

Terms & Conditions

Administration: Citco Fund Services

Banner Ridge Team:

C.J. Driessen, Partner

Scott Halper, Partner

SVP Cap Solutions Fund II & Banner Ridge Secondary Fund V

SVP Cap Solutions Fund II & Banner Ridge Secondary Fund V