Investment Committee and LPAC Software for Narrow, Recorded Consents
Target keyword: investment committee software
Intent: Commercial / category
Last updated: 2026-10-07
Reading time: ~10 minutes
This is practice guidance, not legal advice. The LPAC's role, who may vote, the thresholds, and what a consent does are set by your limited partnership agreement (LPA) and side letters. Prepared does not read the LPA or side letters and does not decide whether a consent is required.
The job to be done
A fund’s investment committee (IC) and its limited partner advisory committee (LPAC) are not the same body, and they are not a corporate board. The IC decides investments, exits, and often key portfolio actions under the GP’s fiduciary and advisory overlay. The LPAC typically provides contractual consent or advice under the LPA—on conflicts, valuations, term extensions, key-person events, and similar reserved matters. Members of an LPAC usually do not owe fiduciary duties to other LPs the way corporate directors owe care and loyalty to a company.
Prepared Board is a board decision record. A fund can run an LPAC (or an IC) as its own board in Prepared, apply the Fund LPAC preset, and record each narrow consent with the conflicted member's recusal, the materials relied on, and closure evidence. There is no separate fund or LPAC edition, and no side-letter or LP-entitlement engine; the sections below say exactly what maps today and what does not.
Why IC and LPAC work outgrows shared drives and deal-room leftovers
- Narrow consent is not a free-form “approve this email.” LPAs enumerate what the LPAC may (and may not) consent to. A folder of PDFs does not show which clause was invoked, who was conflicted, or who was entitled to see the conflict memo.
- Side letters create ACL chaos. Most-favored-nation clauses, co-invest rights, reporting cadences, and transfer restrictions mean LP A is not entitled to LP B’s package. Drive folders and “reply-all” to the LPAC distribution list fail that test under SEC exam culture.
- Valuation timelines are operational, not decorative. Quarterly or annual fair-value processes, auditor timelines, and LPAC review windows need milestones—not a calendar invite buried in the CFO’s inbox.
- Deal rooms and LPAC rooms must stay separate. IC deal memos carry MNPI across names and strategies. LPAC materials must be scoped to the consent ask. Mixing them invites leakage and confused minutes.
- Labeling prevents false fiduciary theater. Calling an LPAC a “board,” recording “director votes,” or certifying unanimous written consents as if the LPAC were a corporate board creates legal and exam risk. The record should say consent / advisory, not board approval.
IR, counsel, and the COO need something they can stand up between closes—not a six-month portal RFP designed for listed-company committees.
How this maps to Prepared today
| What a fund needs | What Prepared has today | Where it stops |
|---|---|---|
| A body set up for LPAC consents | Fund LPAC preset (Settings → Board type preset; Chair, Secretary, Admin, or Owner, after a current → next preview): custom procedure preset, quorum on members in office, recused members excluded from quorum, no seconds required, 10-day pack lead time | There is no investment committee preset; an IC runs as an ordinary board or as a committee of a board |
| Narrow consent asks | Four printable LPAC templates at /templates: conflict-of-interest consent, valuation policy review, fund term extension consent, cross-fund investment consent. Each has a fill-in table that starts with the LPA section routing the matter to the LPAC. The consent itself is recorded as a decision with its motion and attached documents | The decision has no LPA or side-letter citation field and no consent-type field; cite the clause in the motion or summary text |
| Conflicted GP-affiliated members step out | Conflicts recorded as disclosed or recused; with the preset, recused members are excluded from quorum; Next Go flags a conflict, related-party, or cross-fund consent with no RECUSED member or no evidence attached | Prepared does not decide who is conflicted under the LPA |
| Response modes | Meeting votes with a threshold (majority of present, majority of the entire board, two-thirds, unanimous among eligible), or circulated written consent with signatures | Circulated written consent is unanimous among eligible signers and that threshold is not editable. There is no deemed-consent-after-notice or objection-window mode; if your LPA uses one, record the outcome and attach the signed instrument as evidence |
| Only entitled people see a document | Per-document access grants: once a document has a grant, only the named members, roles, or committees on it (plus Chair, Secretary, Admin, and Owner) can see it, and it is left out of the meeting pack and pack export for everyone else. Confidentiality levels (Board, Committee, Executive session, Counsel) apply when a document has no grants. Per-person grants are cleared when that member leaves or is offboarded | There is no LP identity, side-letter register, entitlement matrix, or MFN logic. Grants are set by hand per document; nothing checks them against a side letter |
| Separate IC and LPAC materials | Run the IC and the LPAC as separate boards, so each has its own members, packs, and record | There is no cross-board link between an IC decision and the LPAC consent it needs; reference it in the decision text |
| Valuation season on a clock | Meetings with pack lead time and late flags; custom governance calendar milestones | There is no LPAC or fund calendar template, milestones have no owner field, and Prepared does not compute or check valuations |
| Who saw what | Signed-in document views are logged, and the Activity log records pack publishes, votes, written-consent circulation and completion, and decision closures; recusals are stored on the decision | The full-record export lists document metadata only (file bodies are not in it), is limited to Chair, Admin, and Owner, and is not formatted for an SEC exam |
| LPAC language, not board language | Next Go's close and evidence prompts say "LPAC consent" on a board with the preset | The rest of the app still says board, director, vote, and written consent; members hold the Director role and there is no LPAC member, alternate, or LP-representative role |
| LP representatives without a full seat | Observer and Guest roles; the attendance record does not count them as seats | There is no alternate role; watermarking applies per document, not per LP |
Sign-in is a pack magic link or password. SSO, SCIM, and passkeys are not production-live.
LPAC vs board labeling
Labeling is a practice your fund owns; Prepared helps only where the table above says it does.
| Body | Typical posture | Language to use in your record |
|---|---|---|
| Investment committee (GP) | GP decision body; fiduciary / adviser overlay to the fund | Decide / IC decision |
| LPAC | Contractual consent or advice under the LPA | Consent / LPAC recommendation or consent |
| Corporate / portco board | Fiduciary directors of an operating company | Board resolution / UWC (see PE portfolio and private company boards) |
| Advisory board | Non-fiduciary recommendations to management | Advisory recommendation only |
An LPAC member is not a “director” in the corporate sense, and a consent tally is not a “board vote.” Because Prepared's own screens and draft minutes use board and director wording, write the motion and minutes in consent language ("The LPAC consents to…") and have counsel review the instrument. Prepared does not rewrite minutes or exports into LPAC terms for you.
If your fund also runs portfolio company boards, run each on its own board with the venture-backed portfolio company preset or the private company defaults. Do not reuse an LPAC board as a portco board book.
Narrow consent: scope the ask to the LPA
“Consent” on a fund is almost never “approve everything about this deal.” A narrow consent names the clause, the facts that trigger it, the materials in scope, and the response requested. In Prepared that is a decision you write out:
- Trigger — e.g., GP affiliate on both sides; cross-fund co-invest; valuation methodology change; fund term extension. Start from the matching LPAC template.
- LPA / side-letter hook — write the clause into the motion or summary; there is no structured citation field.
- Materials — attach the conflict memo and redacted exhibits; add per-document access grants for anything only some members should see.
- Response — a meeting vote with the threshold your LPA sets, or circulated written consent (unanimous among eligible signers). Deemed consent and objection windows are not modeled.
- Record — the recusal, the vote or signatures, and the signed instrument attached as closure evidence.
Side letters: what Prepared does and does not do
Side letters are where shared drives fail: one LP may receive enhanced reporting, another may have co-invest priority, a third may have transfer or excuse rights that change what they should see. Prepared does not model side letters, LP identity, or most-favored-nation (MFN) rights. What it gives you is a per-document access list you maintain yourself:
- Grant a document to named members, a role, or a committee; everyone else on the board (other than Chair, Secretary, Admin, and Owner) does not see it in the pack or the pack export.
- Watermark text per document.
- When a member leaves or is offboarded, their per-person grants are cleared and their seat ends.
Who should see which exhibit under which side letter is still your counsel's and IR's call, and nothing in Prepared checks it. If your primary pain is portco fiduciary hygiene rather than LP-level rights, start with PE portfolio board software.
Valuation review
Valuation is where IC judgment, auditor timelines, and occasional LPAC review intersect. In Prepared, use the LPAC valuation policy review template for the LPAC's review, attach the methodology memo and any conflict disclosures for GP-affiliated assets, and add custom calendar milestones for your data lock, IC session, auditor fieldwork, and NAV dates. There is no fund calendar template, milestones have no owner field, and Prepared does not compute, test, or opine on marks.
Jobs to be done by seat
GP / IC chairs and partners
Keep deal cadence fast without losing the record. Separate IC Decide items from LPAC Consent items by running the two bodies as separate boards. Leave meetings with owned action items—not a transcript of debate.
IR and fund COO / chief of staff
Stand up LPAC consents from the templates instead of rebuilding folders per close. Keep per-document access grants current when LPs transfer or representatives change; Prepared will not do that from the side letters.
Counsel
Write the LPA and side-letter clause into each narrow consent and review the instrument. Keep IC deal materials on the IC's board, not in LPAC packs.
LPAC members and LP representatives
Receive the materials granted to you, watermarked where the GP sets it. Know from the motion whether you are consenting or advising.
Wedge workflow: a conflicted-deal LPAC consent
- Create the LPAC as its own board and apply the Fund LPAC preset (Chair, Secretary, Admin, or Owner).
- Start from the LPAC conflict-of-interest consent template and write the LPA clause into the motion.
- Attach the materials — conflict memo and redacted exhibits; add per-document access grants where only some members are entitled.
- Record the GP-affiliated member's recusal.
- Take the vote or circulate written consent — pack magic link or password sign-in (SSO is not production-live).
- Close with evidence — attach the signed consent; Next Go flags the consent if the recusal or evidence is missing.
There is no seeded LPAC board. The closest demo is Northlight Robotics (a sample board (see /sample-decision), password password123), a venture-backed board where an existing investor proposes to lead again and its director has a disclosed conflict; LPAC governance walks through it.
Agenda patterns: IC Decide vs LPAC Consent
Tag every item so the room knows what “good” looks like:
- Decide (IC) — investment, follow-on, exit path, significant portfolio action under GP authority.
- Consent (LPAC) — conflicted transaction, valuation methodology change, term extension, key-person waiver—scoped to the LPA.
- Monitor — pipeline, reserves, leverage, and risk updates that do not require a vote.
- Develop — education on strategy or market.
- Executive / partner session (IC) — GP-only segments. In Prepared, Executive session material is visible to Chair, Secretary, Director, Admin, and Owner roles (not CEO, Counsel, observers, or guests), and draft minutes from the record do not separate executive session for you.
Do not confuse IC deal packs with LPAC consent packs. Density that helps partners decide can be material nonpublic information that LPs should not receive. Partition first; then circulate.
Compared to vaults, IR inboxes, and enterprise portals
| Approach | Strength | Failure mode for IC / LPAC |
|---|---|---|
| Email + shared drive | Familiar | Side-letter leakage; weak consent instruments; reconstructing history later |
| Deal room alone | Great for IC diligence | Wrong audience for LPAC; no consent record |
| Generic vault / portal | Secure storage | Document metaphor; “board vote” templates misapplied to LPAC |
| Enterprise board portals | Feature-complete for corporates | UX and pricing assume fiduciary directors and public-company committees |
| Prepared Board with the Fund LPAC preset | Narrow-consent templates, recorded recusals, per-document access grants, closure evidence | No side-letter matrix, no LP identity, no valuation calendar, no deemed consent, board wording in the app |
We are honest about fit. If every “committee” you run is actually a corporate board of an operating company, use the private company or PE portfolio setup. If you need a side-letter entitlement engine or fund administration, Prepared is not that tool.
Other boards a fund runs
- PE portfolio board software — portco boards with observer seats and financing consents.
- Private company board software — fiduciary operating-company boards.
- Startup / venture board software — the venture-backed portfolio company preset, observers, and written consent.
- Advisory board software — non-fiduciary advisory circles (distinct again from LPAC contractual consent).
Each runs as its own board. Members who sit on several see them together in the portfolio view. Full-record export (Chair, Admin, Owner; document metadata only) means switching never means hostage records.
Practical checklist for your next IC or LPAC cycle
- Body labeled correctly: IC (Decide) vs LPAC (Consent / advisory)—no “board” theater on LPAC
- Every LPAC ask cites an LPA or side-letter hook and a response mode
- Packs partitioned: deal-room MNPI out of LPAC circulation
- Per-document access grants checked against side letters after transfers, co-invest vehicles, or MFN true-ups (by your team—Prepared does not read side letters)
- Valuation milestones dated through NAV publication, with owners named in your own plan
- Each LPAC consent references the IC decision it follows, with the signed instrument attached
- Actions from the last cycle carried forward with owners—not buried in a prior memo
If more than two boxes are chronically red, you do not have a “busy market” problem—you have an operating system gap between contract and practice.