Co-Investment Rights Side Letter Clause
(Private Equity Fund)

This co-investment rights clause for a private equity fund (PEF) side letter is to be used when the PEF grants an investor the right to participate in investments made outside of the PEF. Without this provision, an investor will usually have no right to be offered such investment opportunities. This clause includes practical guidance and drafting notes. This Co-Investment Rights 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 Co-Investment Rights 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 Investment Manager (or equivalent) and shareholders instead of limited partners. See Onshore/Offshore Structuring Issues for Private Equity Funds for a discussion of PEF structuring variations. This clause ...