31 ILPA Principles 3.0 LPACs: Guidance for LPAC members Structure and Processes The GP or the LPAC should appoint a rotating chair, e.g., with one to two-year terms, to chair LPAC meet- ings and to serve as an additional point of interface between the LPAC and the GP. All LPAC meetings should include an in camera ses- sion that does not include the GP, and LPAC members should provide feedback to the GP post in camera. For critical governance matters, the LPA should iden- tify clearly which issues require communication with or a vote among the full partnership, e.g., LPA amend- ments, strategy changes, key person replacements, extension of the fund’s offering period, investment period and term. Areas of confidentiality should also be identified. LPAC members should disclose potential conflicts of interest specific to a matter under the LPAC’s consid- eration to the entire LPAC in advance of a vote, such as co-investments in underlying portfolio companies, exposures to the GP in other funds, minority owner- ship of the GP, etc. Responsibilities and Powers LPAC members should be generally understood not to have a fiduciary duty to the fund beyond the duty to act in good faith. LPAC members should ensure that they are appropriately indemnified and not implicat- ed as fiduciaries acting on behalf of other LPs in the fund. Any LP that seeks and accepts an LPAC seat should be expected to participate and vote. Abstentions should be reserved only for LPAC members who may be conflicted on the issue under consideration and not as a general response. Participating individuals should have delegated au- thority to vote on behalf of their organizations; LPAC members should actively participate in meeting dis- cussions. However, in advance of votes, GPs should provide a reasonable amount of time based on the complexity of the issue for LPAC members to review materials and discuss the matter internally prior to the vote being held. LPAC members should be able to add an item to the meeting agenda subject to a reasonable and agreed upon notice requirement to the GP. LPAC members should ensure they have a contrac- tual right to call for external counsel or expertise, at the fund’s expense, and should exercise such rights as needed. LPAC members should study materials and prepare opinions and questions in advance of each meeting. LPAC members should have in camera access to the auditor. The partnership agreement should clearly state ex- pectations for LPAC participation including penalties for failure to uphold such expectations, e.g., revoca- tion of an LPAC member’s seat for repeated failure to attend meetings or vote on matters presented. FUND GOVERNANCE