Fund Structure

LP Advisory Committee (LPAC)

A committee of selected LPs that reviews and approves potential conflicts of interest and other sensitive fund decisions.

An LP Advisory Committee (LPAC) is a subset of a fund's limited partners who serve in an oversight capacity, reviewing situations where the GP may have conflicts of interest. Common LPAC matters: approving investments where the GP has a personal relationship with founders, reviewing co-investment opportunities, approving fund extensions, consenting to key person transitions, and reviewing any side letters or special terms given to other LPs. LPACs don't make investment decisions (that's the GP's role) but serve as governance guardrails. Membership is typically offered to the fund's largest LPs. Being on an LPAC gives LPs additional visibility and influence — and a fiduciary responsibility to other LPs in the exercise of that role.