29 ILPA Principles 3.0 LPA Provisions To ensure fulsome and consistent participation by LPAC members, the cost of LPAC participation in LPAC meetings should be borne by the fund. The LPA should establish clear voting thresholds including requiring a quorum of 50% of LPAC members to conduct a vote. LPAC members should be indemnified. GP Disclosures Simultaneously with each closing, the list of LPAC members should be disclosed to all LPs in the fund, including their contact information. An updated list should be provided to all LPs if and when any information is changed. Either the GP or the LPAC member in question should disclose when an individual LPAC member has a conflict of interest that relates to the matter under consideration, e.g., the LPAC member being a potential lender to a portfolio company,co-investment or secondary investment activity alongside the fund, investments in prior funds, ownership of an interest in the management company, etc. GPs should remind LPAC members of relevant conflicts of interest prior to votes being held. Minutes should be made available to all LPs upon request. However, GPs should not include commercially sensitive information in meeting minutes and LPs should be aware of their institution’s responsibilities regarding confidential information and public disclosures, i.e., public records acts. Ultimately, the contents of the minutes should be up to the GP’s discretion. GPs should provide notice to the full partnership when the LPAC has engaged counsel or third parties to provide specialized advice, e.g., valuations experts. GPs should notify the full partnership upon certain decisions taken or approved by the LPAC, such as related party transactions, settlements of claims that will lead to indemnification, indemnification payments in excess of a prescribed limit, change in the fund auditor, “cure” of a cause event by removal of offending GP individual; replacement of a key person. The GP should disclose to the LPAC on an annual basis all fee income paid or payable and the yearly calculations and list of the management fee, carried interest, fund expenses and organizational expenses. The GP should record all votes taken and maintain a copy of all consents obtained. Detailed voting records should promptly be made available by the GP to any LPAC member upon request. FUND GOVERNANCE