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Why did Cornerstone v3 move conflict-of-interest approval from the Advisory Committee to a Majority in Interest of LPs?

The change log says the SEC was concerned that Advisory Committees can themselves be conflicted. For an emerging fund with only one or two LPs on that committee, is a Majority-in-Interest LP vote actually more protective, or does it just shift diligence burden onto LPs who may have less bandwidth than a committee would?
1 See in Base
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Yes, generally it is **more protective in principle**, though sometimes less efficient in practice.

- The rationale was governance legitimacy:
- an **LPAC is a small subset** of LPs
- LPAC members may themselves be **conflicted**
- LPAC members typically owe **no fiduciary duty**
- a **Majority in Interest of LPs** better reflects the fund’s actual economic owners

For a fund with only **1 to 2 LPAC members**, broader LP approval can be more protective because it avoids a tiny group effectively binding everyone else.

Your tradeoff point is right:
- **more protection / legitimacy**
- but also **more burden on LPs** and slower process

So it mostly shifts material conflict decisions to a broader consent standard, especially for **fund-wide conflicts**.

References:
- https://decilehub.com/base/1-general_questions/163514-why-did-v3-0-move-conflict-of-interest-approval-from-the-advisory-committee-to-a-majority-in-interest-of-lps
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https://decilehub.com/base/1-general_questions/163750-why-does-the-advisory-committee-owe-no-fiduciary-duty

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