Limited Partner Advisory Committee (LPAC) Side Letter Clause
(Private Equity Fund)

Summary

This Limited Partner Advisory Committee (LPAC) clause for private equity fund (PEF) side letter is to be used when the PEF grants an investor the right to appoint a representative to the PEF's LPAC. The LPAC is a governing body of the PEF comprised of a select number of investor representatives; its members have specific rights and duties outlined in the limited partnership agreement. This clause includes practical guidance and drafting notes. This Limited Partner Advisory Committee (LPAC) Side Letter Clause (Private Equity Fund) is drafted assuming that the PEF is a domestic limited partnership. Note that the legal form and jurisdiction of a PEF can vary, and accordingly, the terms utilized in the LPAC Side Letter Clause can also take on several formulations, depending on structure. For example, if a PEF is a corporation or company, rather than a partnership, the clause will reference shareholders instead of limited partners and the LPAC may be called a [Shareholder Advisory Committee or Investor Advisory Board, or some variation of this]. See Onshore/Offshore Structuring Issues for Private Equity Funds for a discussion of PEF structuring variations. This clause should be read in conjunction with the practice notes Private Equity Fund Documents: Drafting and Review and Side Letter Drafting for a Private Equity Fund. This clause assumes that it will be included in a side letter with a PEF. See Side Letter for a Private Equity Fund for an example. For a full listing of related first year associate investment management content, see First Year Associate Resource Kit: Investment Management.