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RESPONSIBLE INVESTING AND ESG FRAMEWORK

This information may be amended, supplemented, or replaced at any time without notice. This information is transmitted to you in
good faith, but no reliance should be placed on this information for any purpose. No representation, warranty or undertaking,
express or implied, is or will be made and no responsibility or liability is or will be accepted by Abbott Capital Management, LLC,
any of its affiliates, or any fund managed by it or by any of its respective directors, officers, members, partners, employees, or agents
(the “Relevant Persons”) in relation to the accuracy or completeness of this information or any other written or oral information made
available by any Relevant Person in respect of the application of this information and any such responsibility or liability is expressly
disclaimed.
I. INTRODUCTION
Abbott Capital Management, LLC (“Abbott” or the “Firm”) was founded on the principle that long‐term
continuity and accountability are essential to constructing and managing high quality private equity
portfolios. Abbott has long believed that a private equity manager should be subject to high standards
for governance and transparency and that alignment of interest at all levels is a critical element of
effective risk management. Abbott’s due diligence disciplines, honed over several decades of private
equity investing, have consistently focused on these essential components of a well‐constructed private
equity portfolio.
In recognition of the importance of incorporating Socially Responsible Investing (“SRI”) and
Environmental, Social and Governance (“ESG”) considerations into the investment decision‐making
process, Abbott has developed this framework designed to guide Abbott in its evaluation of the SRI/ESG
standards and activities of our underlying fund managers.
Abbott has adopted an integration approach to ESG whereby ESG factors are considered alongside other
non ESG factors in Abbott’s investment analysis, but such ESG factors are generally no more significant
than other factors in advising the account with respect to investments, such that ESG factors may not be
determinative in providing advice with respect to any particular investment.
Abbott recognizes its responsibility to maximize the investment returns for all of its clients and,
consistent with this responsibility, considers SRI/ESG issues in the course of its due diligence and in the
monitoring of underlying portfolio managers when material and reasonably practical under the
circumstances, subject to the investment guidelines relevant to the client account, including applicable
limited partnership agreements, investment management agreements, and offering materials. Abbott
will, in its sole discretion, determine what issues could have a direct substantial impact on an investment
or a manager’s ability to create, preserve, or erode economic value. Abbott may have limited ability to
conduct diligence or to influence and control SRI/ESG considerations when making or monitoring an
investment (e.g., being a limited partner of a private equity fund with limited liquidity and authority) and
as a result, it may not be feasible to implement substantially similar, or any, SRI/ESG related principles
for all investment opportunities.

Abbott is committed to an ongoing, long-term process of evaluating and improving our approach to
SRI/ESG within the scope of our investment processes. As a result, this framework reflects our current
approach, and we expect that this framework will evolve over time to reflect changes in business
practices, business structures, technology, and the law.

II. RESPONSIBLE INVESTING AND ESG FACTORS


Responsible Investing as defined by the United Nations sponsored Principles for Responsible Investing
means incorporating environmental, social, and governance factors into investment decisions and
practicing active ownership.

We further define ESG factors as follows:


 Environmental: Factors relating to our interactions with the physical environment, such as
climate change; greenhouse gas emissions; biodiversity loss; deforestation; air, water, or
resource depletion or pollution; waste management; change in land use; and ocean acidification.
 Social: Factors relating to business practices that have an impact on the rights, well-being, and
interests of people and communities, such as human rights; labor standards in the supply chain;
child, slave, and bond labor; workplace health and safety; freedom of association and freedom of
expression; human capital management and employee relations; diversity; relations with local
communities (including indigenous communities); activities in conflict zones; health and access
to medicine; consumer protection; and controversial weapons.

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 Governance: Factors relating to the governance of a business enterprise, such as board structure,
composition, size, diversity, skills, and independence; executive pay; shareholder rights;
stakeholder interactions; transparency; business ethics; bribery and corruption; internal controls;
and conflicts of interest.

III. PRI SIGNATORY


As a PRI signatory since 2015, Abbott seeks to adhere to the following Signatories’ Commitment:
As institutional investors, we have a duty to act in the best long-term interests of our
beneficiaries. In this fiduciary role, we believe that ESG factors can affect the
performance, both positively and negatively, of investment portfolios (to varying degrees
across companies, sectors, regions, asset classes and through time).
We recognize that applying these Principles may better align investors with broader
objectives of society. Therefore, where consistent with our fiduciary responsibilities, we
commit to the following:
 Principle 1: We will incorporate ESG issues into investment analysis and
decision-making processes.
 Principle 2: We will be active owners and incorporate ESG issues into our
ownership policies and practices.
 Principle 3: We will seek appropriate disclosure on ESG issues by the entities in
which we invest.
 Principle 4: We will promote acceptance and implementation of the Principles
within the investment industry.
 Principle 5: We will work together to enhance our effectiveness in implementing
the Principles.
 Principle 6: We will each report on our activities and progress towards
implementing the Principles.
In signing the Principles, we as investors publicly commit to adopt and implement them,
where consistent with our fiduciary responsibilities. We also commit to evaluate the
effectiveness and improve the content of the Principles over time. We believe this will
improve our ability to meet commitments to beneficiaries as well as better align our
investment activities with the broader interests of society. We encourage other investors
to adopt the Principles.

IV. INVESTMENT FRAMEWORK AND THE INVESTMENT DECISION-MAKING PROCESS1

When evaluating a potential investment into a private equity fund or other investment vehicle managed
by a third-party general partner, Abbott will include a review of the underlying general partner’s SRI/ESG
practices in the diligence, selection, decision-making, and appointment process including, but not limited
to:

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This investment framework mainly applies to primary investment decision making. Abbott may not have the opportunity to analyze
or influence the SRI/ESG policies associated with the underlying portfolio managers of investments purchased on the secondary
market due to the size of the portfolios being purchased or stage of investment period at the time of purchase. Abbott does not
perform operational due diligence on secondary opportunities and as a result some of the diligence detailed above will not apply
to those opportunities. For certain co-investments, SRI/ESG considerations are taken into account at the time of Abbott’s primary
investment in the sponsoring portfolio fund, and may not be re-evaluated in connection with an individual co-investment made
during the term of the sponsoring portfolio fund. For co-investments, Abbott may rely on solely on monitoring efforts discussed
further herein.

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 Abbott will seek confirmation of whether the underlying management company is a PRI signatory
or other applicable framework.
 Abbott will seek confirmation that the general partner has adopted an ESG Policy and that the
Policy is available to us for review. If the underlying general partner has not adopted a formal
ESG Policy, Abbott should encourage the firm to do so.
 During the diligence process, Abbott’s Investment Team should incorporate an evaluation of any
potential ESG concerns related to the portfolio companies or investment strategy of the
underlying general partner in the investment summary and/or recommendation to the
Investment Committee, including the underlying general partner’s ability to appropriately
implement their intended strategy while adhering to their ESG guidelines, as applicable, and the
potential impact of any ESG concerns on the viability and attractiveness of the investment
opportunity. Due to the potential risks associated with certain strategies, ESG factors present
may make an investment less attractive as a whole. However, at the same time certain ESG
factors may, if present as part of the underlying general partners strategy, make an investment
more attractive. While the absence or existence of any single ESG factor is unlikely to be the
sole consideration during Abbott’s due diligence, decision making or selection process, at times
Abbott will assess an individual ESG factor as an identified strength or weakness of an
opportunity.
 During the appointment process, Abbott should seek to negotiate terms and agreements that
reflect the importance of appropriate governance on the long-term viability and attractiveness
of an investment. Some of the items Abbott should seek to have incorporated into the
agreements during the appointment process are:
– Disclosure of conflicts of interest
– Appropriate Advisory Board engagement expectations for resolution of conflicts
– Adequate time devotion by key personnel and their ability to successfully govern a fund
– Robust reporting expectations regarding the portfolio and the underlying general
partner’s activities in relation to the fund and portfolio companies.
 When evaluating a manager’s SRI/ESG approach, Abbott may examine the following among other
factors:
– How the manager defines ESG and which factors are considered
– The manager’s commitment to identifying and assessing SRI/ESG related risks and
opportunities
– A manager’s plan for communicating any significant or material ESG issues that may
arise
– Whether or not the manager seeks to use governance structures that provide for
appropriate levels of oversight in the areas of audit, risk management, and when conflicts
of interest arise.

V. MONITORING – LIFE OF AN INVESTMENT


Abbott should monitor an underlying portfolio manager’s commitment to ESG compliance and policies
during the life of an investment and when acting on behalf of our clients as follows:
 As a limited partner or member of a portfolio fund’s advisory board, Abbott should consider the
ESG impact of a decision, if applicable, when approving or consenting to a proposal by an
underlying general partner or otherwise acting on behalf of our clients.

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 When reviewing the financial statements and other reporting provided by the underlying general
partners, Abbott should seek to identify any ESG concerns existing within the portfolio and when
escalation is necessary should engage with the underlying general partner to further understand
and assess the general partner’s efforts to address the concern, and the potential impact on the
investment and anticipated outcome for Abbott’s clients. At times, escalation may also require
Abbott to notify and involve the advisory board and/or the LPAC of the underlying portfolio fund
to ensure the underlying general partner is addressing the issue.
 Throughout the term of a private equity investment, Abbott should seek to encourage both
appropriate transparency in reporting and effective governance decisions. Effective risk
management requires active and frequent communication between Abbott and the underlying
portfolio managers to whom we entrust our clients’ assets.

VI. ABBOTT’S ESG OFFICER


Abbott has appointed Matthew Smith, a Managing Director, to serve as its ESG Officer and implement our
ESG framework.
 Mr. Smith is responsible for overseeing the implementation of Abbotts’ Responsible
Investment/ESG framework and communicating with our Investment Team and other key
members of the Firm about Abbott’s ESG goals and best practices.
 In order to provide appropriate guidance, Abbott’s Investment Team, Abbott’s Operational Review
Team and other key members of the Firm are required to undergo ESG training to heighten
awareness and to improve Abbott’s ability to identify and assess ESG Factors.

VII. FRAMEWORK REVIEW


The Chief Compliance Officer along with the ESG Officer will review the Responsible Investing and ESG
Framework on a regular basis and update when necessary or appropriate.

VIII. BOOKS AND RECORDS


The books and records required to be maintained under this framework are listed in the Books and
Records Requirements – Record Retention Policy.

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