28 As materiality is a subjective criterion, it is best to consult the LPAC in all instances of any conflicts and/ or non-arm’s length transactions. No GP should clear its own conflicts under any circumstances. GPs should not seek waivers for actions taken in accordance with LPAC approval, where it could be reasonably understood that the full partnership should take a view; there should be no “deemed consent” provisions related to LPAC voting. Composition and Structure GPs should be able to articulate the rationale for how LPAC members are selected, even when LPAC composition is solely at the GP’s discretion. GPs are encouraged to consider the diversity of institutions and opinions when selecting LPAC members. To ensure the LPAC is optimally constituted to fulfill its main objective to advise the GP on conflicts of interest, the LPAC should be limited in size to a workable number, comprised of a representational cross-section of investors by commitment size, type, tax status and quality of relationship with the GP. Smaller LPACs are better situated to decisively advise on conflicts and matters testing the parameters within the partnership agreement. Whereas larger and more inclusive LPACs may afford the GP a sounding board on strategic decisions for the fund or the platform, a larger body—such as one that includes several non-voting observers—presents challenges in LPAC member participation around critical decisions requiring a vote. An LPAC composed entirely of the fund’s largest LPs may lack the representational diversity of perspective on certain matters. GPs should strive to include on LPACs those LPs without co-investment or secondaries programs, or otherwise likely to be conflicted due to interests in specific decisions taken by the GP, such as due to a minority interest in the management company, strategic partnership or co-investment activity. Voting arrangements for Limited Partner Advisory Boards (LPACs) should be structured such that no single organization has de facto or de jure veto power. After the initial constitution of the LPAC, any replacementsofLPACmembersshouldbedetermined by the GP with any additional or eliminated seats to be approved by mutual consent of a majority of the LPAC and the GP. LPAC members should have one vote per institution, i.e., no super vote. Meetings, Materials, and Agendas LPACsshouldmeetregularlyonapre-agreedcadence, with the option to attend remotely via telephone or video. GPs are encouraged to convene the LPAC more frequently to discuss time-sensitive matters (e.g. conflicts); in these cases, LPAC members should be flexible and responsive. LPAC meeting agendas and materials should be provided to LPAC members in advance. LPAC members should be notified prior to the meeting of any plans to call a vote, and any materials to inform an LPAC vote should be provided in advance with adequate time for review and internal consultation, particularly around more complex matters. LPAC meetings can be called at anytime by a pre- agreed percentage of members of the LPAC, as outlined in the LPA. Each meeting should include an in camera session. Votes should not be taken without a prior in camera meeting among LPAC members. LPAC members should receive no remuneration, however the costs of attending LPAC meetings should be reimbursable by the partnership and treated as a fund expense. FUND GOVERNANCE