In Kind Distributions Side Letter Clause
(Private Equity Fund)

This in kind distributions side letter clause for a private equity fund (PEF) is to be used when the Partnership is willing to limit its ability to distribute assets in kind to an investor. This clause includes practical guidance and drafting notes. This in kind distributions 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 this 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 may reference the Manager instead of the General Partner. 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.