Affiliate Transfer Side Letter Clause
(Private Equity Fund)

This affiliate transfer clause for private equity fund (PEF) side letter is to be used when the PEF is willing to limit the general partner’s ability to refuse transfers of investor interests to affiliates. This clause includes practical guidance and drafting notes. This affiliate transfer side letter clause 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 affiliate transfer 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 would reference the Fund, Shares and Shareholders instead of the General Partner, Interests and Limited Partners, respectively. 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.