Because the LPAC is usually designed as a **narrow oversight body**, not a co-manager of the fund.
- The **GP keeps fiduciary duty** and day-to-day authority
- The LPAC is there to **advise or consent on specific matters**, especially conflicts
- Saying it acts only **when requested by the GP** avoids turning it into a standing governing board
- Saying members owe **no fiduciary duty** makes LPs more willing to serve without taking on manager-like liability to all LPs
The tradeoff is exactly what you noted: too much GP control can weaken the LPAC. That is why more material conflict decisions are sometimes shifted to a **Majority in Interest of LPs** instead of leaving them only with the committee.
Reference:
- https://decilehub.com/base/1-general_questions/163750-why-does-the-advisory-committee-owe-no-fiduciary-duty
- The **GP keeps fiduciary duty** and day-to-day authority
- The LPAC is there to **advise or consent on specific matters**, especially conflicts
- Saying it acts only **when requested by the GP** avoids turning it into a standing governing board
- Saying members owe **no fiduciary duty** makes LPs more willing to serve without taking on manager-like liability to all LPs
The tradeoff is exactly what you noted: too much GP control can weaken the LPAC. That is why more material conflict decisions are sometimes shifted to a **Majority in Interest of LPs** instead of leaving them only with the committee.
Reference:
- https://decilehub.com/base/1-general_questions/163750-why-does-the-advisory-committee-owe-no-fiduciary-duty