--- title: "Limited Partner Advisory Committee (LPAC) | Altss Glossary" description: "A limited partner advisory committee (LPAC) is a small committee of LP representatives, formed under a fund's partnership agreement, that the general…" canonical: "https://altss.com/glossary/lpac" --- Glossary · Governance & LP rights # Limited Partner Advisory Committee (LPAC) Also called: LP advisory committee · advisory board A limited partner advisory committee (LPAC) is a small committee of LP representatives, formed under a fund's partnership agreement, that the general partner consults on conflicts of interest and other matters the agreement reserves for its review or consent. Publisher: Altss LLCPublished 2025-12-30Content modified 2026-10-02 ALTSS-LPA-002 LPs cannot vote on every decision a fund makes, and the GP should not be the only judge of its own conflicts. The LPAC is the compromise: a handful of LPs who review conflicts, approve waivers the limited partnership agreement (LPA) allows and give the GP a sounding board. It advises; it does not manage the fund or approve investments. ## What the LPAC does The LPA lists the matters on which the GP must consult or obtain LPAC consent. Common items are: - [conflicts of interest](https://altss.com/glossary/conflict-of-interest), such as transactions with affiliates, cross-fund investments, and [GP-led secondaries](https://altss.com/glossary/gp-led-secondary) or continuation funds; - waivers of investment restrictions such as concentration or geographic limits; - fund term extensions beyond the GP's discretionary extensions; - approval of replacement key persons or of a plan to end an investment-period suspension, where the LPA gives the LPAC that role; - review of valuation policy and, in some funds, consultation on specific valuations. Guidance on continuation funds from the Institutional Limited Partners Association (ILPA) asks GPs to engage the LPAC early on the conflicts and alternatives in a GP-led process. ## Composition The GP usually selects members from among the larger or earlier LPs, often aiming for a range of investor types. LPAC seats are frequently promised in side letters and are a standard carve-out from [MFN](https://altss.com/glossary/most-favored-nation-mfn) elections. The GP and its affiliates are not members, and members with a conflict on a matter (for example, an LP that is also a buyer in a continuation fund) are normally expected to recuse. Some LPAs allow observers without votes. ## Duties and protections LPAs commonly state that LPAC members owe no fiduciary duty to the fund or to other LPs and may act in the interest of the LP they represent, and the fund exculpates and indemnifies them. The committee's role is drafted as advisory so that serving on it does not amount to managing the fund. ILPA Principles 3.0 address the LPAC's mandate, composition, meetings and information, and say members should be understood to owe no fiduciary duty to the fund beyond a duty to act in good faith. For a Delaware limited partnership the statute supports this drafting. A limited partner is liable for the partnership's obligations only if it is also a general partner or participates in the control of the business, and even then only to persons who transact business with the partnership reasonably believing, based on the limited partner's conduct, that it is a general partner (6 Del. C. section 17-303(a)). Serving on a committee, and consulting with and advising a general partner, are among the activities the statute lists as not participating in control (section 17-303(b)(2) and (7)). The same statute allows a partnership agreement to expand, restrict or eliminate the duties, including fiduciary duties, of a partner or other person bound by it, but not to eliminate the implied contractual covenant of good faith and fair dealing (6 Del. C. section 17-1101(d)). ## How a good LPAC process works The GP sends materials well before a meeting, explains each conflict and the alternatives considered, allows an in-camera session without the GP, records decisions in minutes and lets the committee retain independent advisers at the fund's expense where the LPA permits. LPAC consent is a governance step, not a fairness opinion; LPs outside the committee still rely on disclosure. ## Not the same as - [Investment Committee](https://altss.com/glossary/investment-committee): The investment committee is the manager's internal body that approves investments; the LPAC is an LP committee that reviews conflicts and does not approve investments. - LP Consent Rights: LP consent rights are votes of all LPs, by a stated majority, on matters such as amendments or removal; the LPAC acts for LPs only on matters the LPA delegates to it. ## Common mistakes - Assuming LPAC members represent all LPs as fiduciaries. LPAs usually say they do not. - Treating LPAC approval of a conflict as proof that the terms were fair. - Expecting the LPAC to approve investments or valuations; that would go beyond its advisory role. ## Edge cases - When an LPAC member is itself conflicted, for example as a rolling investor or buyer in a continuation fund, quorum and recusal rules decide whether the committee can act. - Funds with parallel vehicles may have a single LPAC for the whole structure, with seats allocated across vehicles. ## Questions ### Do LPAC members owe fiduciary duties? Usually not. Most LPAs state that members owe no fiduciary duty to the fund or other LPs and may act in their own institution's interest. ### What decisions need LPAC approval? Whatever the LPA specifies, most often conflicts of interest such as affiliate transactions and cross-fund deals, waivers of investment limits and certain extensions. ## Sources - [ILPA Principles 3.0: Fostering Transparency, Governance and Alignment of Interests for General and Limited Partners](https://ilpa.org/wp-content/uploads/2019/06/ILPA-Principles-3.0_2019.pdf). Institutional Limited Partners Association, ILPA, Third edition, released 27 June 2019. Status: Current edition (no 4.0 found as of 2026-10-01) (checked 2026-10-01). pp. 27–31 (LPAC Best Practices) — supports: ILPA guidance on LPAC mandate, composition, meetings, disclosures and members' duties (no fiduciary duty beyond good faith, p. 31) - [Continuation Funds: Considerations for Limited Partners and General Partners](https://ilpa.org/resources-tools/resource-library/continuation-funds-considerations-for-limited-partners-and-general-partners/). Institutional Limited Partners Association, ILPA, May 2023. Status: Current but under revision: draft Continuation Vehicle guidance released 24 June 2026, comments closed 5 August 2026; final not yet confirmed (checked 2026-10-01). Guidance of May 2023 — supports: GPs should engage the LPAC on conflicts and alternatives in GP-led continuation fund processes - [6 Del. C. s.17-303 - Liability to third parties (Delaware Revised Uniform Limited Partnership Act)](https://delcode.delaware.gov/title6/c017/sc03/index.html). State of Delaware (Delaware Code Online), Delaware Code Online, Title 6 ch. 17 (accessed 2026-10-01). Status: in force (checked 2026-10-01). Sec. 17-303(a); 17-303(b)(2) and (b)(7) — supports: Limited partner liability only if also a general partner or participating in control, and then only to persons reasonably believing, based on its conduct, that it is a general partner; consulting with or advising a general partner and serving on a committee are not participation in control - [6 Del. C. s.17-1101 - Construction and application of chapter and partnership agreement (DRULPA)](https://delcode.delaware.gov/title6/c017/sc11/index.html). State of Delaware (Delaware Code Online), Delaware Code Online, Title 6 ch. 17 (accessed 2026-10-01). Status: in force (checked 2026-10-01). Sec. 17-1101(d) — supports: Partnership agreement may expand, restrict or eliminate duties (including fiduciary duties) of a partner or other person bound by it, but may not eliminate the implied contractual covenant of good faith and fair dealing ## Related terms 5 terms - [Conflicts of Interest (Fund)](https://altss.com/glossary/conflict-of-interest) - [Limited Partnership Agreement (LPA)](https://altss.com/glossary/limited-partnership-agreement) - [GP-Led Secondary](https://altss.com/glossary/gp-led-secondary) - [Continuation Vehicle (CV)](https://altss.com/glossary/continuation-vehicle) - [Key Person Clause](https://altss.com/glossary/key-person-clause) ## Referenced by 20 terms - [Add-On Acquisition](https://altss.com/glossary/add-on-acquisition) - [Distributions](https://altss.com/glossary/distributions) - [Dividend Recapitalization](https://altss.com/glossary/dividend-recapitalization) - [Distributions to Paid-In (DPI)](https://altss.com/glossary/dpi) - [Final Close](https://altss.com/glossary/final-close) - [General Partner (GP)](https://altss.com/glossary/general-partner) - [GP Stakes](https://altss.com/glossary/gp-stakes) - [Hard Cap](https://altss.com/glossary/hard-cap) - [Investment Period](https://altss.com/glossary/investment-period) - [Limited Partner (LP)](https://altss.com/glossary/limited-partner) - [Limited Partnership (LP)](https://altss.com/glossary/limited-partnership) - [Most Favored Nation (MFN) Clause](https://altss.com/glossary/most-favored-nation-mfn) - [NAV Lending (NAV Facility)](https://altss.com/glossary/nav-facility) - [Net Asset Value (NAV)](https://altss.com/glossary/net-asset-value) - [Portfolio Company](https://altss.com/glossary/portfolio-company) - [Private Placement Memorandum (PPM)](https://altss.com/glossary/private-placement-memorandum) - [Secondaries](https://altss.com/glossary/secondaries) - [Secondary Buyout (SBO)](https://altss.com/glossary/secondary-buyout) - [Side Letter](https://altss.com/glossary/side-letter) - [Fund Term (Fund Life)](https://altss.com/glossary/term-fund-life) ## Concept record Concept ID ALTSS-LPA-002 Classification Governance & LP rights Topics Fund terms & economics Version 2.0.0 Last reviewed 2026-10-02 Structured data [JSON](https://altss.com/reference/concepts/lpac.json) Source check Legal statements checked against the cited primary sources on 2026-10-02 ([how](https://altss.com/methodology)). General information, not advice. ## Canonical URL https://altss.com/glossary/lpac