---
title: "What Is LPAC?"
term: "LPAC"
description: "LPAC (Limited Partner Advisory Committee) is a small group of LPs selected to advise the GP on conflicts, valuations, and sensitive fund matters without binding authority over investment decisions."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/lpac
---

# What Is LPAC?

> LPAC (Limited Partner Advisory Committee) is a small group of LPs selected to advise the GP on conflicts, valuations, and sensitive fund matters without binding authority over investment decisions.

**LPAC** stands for Limited Partner Advisory Committee—a standing group of LP representatives that advises a fund's general partner on governance and conflict matters.

### How it works

When a fund closes, the GP typically invites a handful of large or long-standing LPs to serve on the LPAC. Members receive additional disclosure on sensitive topics: related-party transactions, cross-fund investments, valuation changes on illiquid holdings, and proposed extensions of fund life.

The LPAC does not vote on individual startup investments. Its role is advisory—helping the GP demonstrate fairness to all LPs when conflicts arise. For example, if Fund II wants to buy shares from Fund I in the same company, LPAC members review pricing and process before the broader LP base hears about it.

Meetings are confidential. LPAC members owe duties to the fund as a whole, not to their own institution alone.

### Why it matters

- **Founders:** If your lead investor operates multiple funds, an LPAC review may delay a follow-on or secondary transaction while conflicts are cleared—this is governance, not distrust in your company.
- **Investors:** Serving on LPAC is a relationship perk for anchor LPs. It signals trust but also consumes time and creates information barriers—you learn sensitive details you cannot trade on.

### Common mistake

Treating LPAC approval as equivalent to an investment committee yes. LPAC clears conflicts; it does not pick winners or replace the GP's fiduciary judgment on deals.

### Related ideas

See also the full guide [What is an LPAC?](/what-is-lpac-limited-partner-advisory-committee), [limited partner advisory committee](/glossary/limited-partner-advisory-committee), [LPA](/glossary/lpa), [conflicts of interest](/glossary/conflicts-of-interest), and [valuation policy](/glossary/valuation-policy).

## FAQ

### What is LPAC in simple terms?

It is a committee of representative LPs that meets with the GP to discuss fund governance topics like valuation policies, conflicted transactions, and key-person events. The LPAC advises; the GP still manages investments day to day.

### Why does LPAC matter?

For LPs, LPAC membership offers early insight into how a GP handles tough calls. For founders, deals involving the same GP across multiple funds may pause for LPAC review to ensure fair treatment among LPs.


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Source: https://venturecapitaltracker.com/glossary/lpac