Side Letter to Limited Partnership Agreement | Practical Law

Side Letter to Limited Partnership Agreement | Practical Law

A side letter to a limited partnership agreement (LPA) that can be used by a limited partner investing in a private equity fund structured as a limited partnership. The letter agreement includes sample language for certain rights granted to investors, such as most favored nation (MFN), co-investment, information, and advisory board rights. It also includes other provisions that can be modified to address the investor's needs, such as regulatory representations and confidentiality. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

Side Letter to Limited Partnership Agreement

Practical Law Standard Document w-016-5805 (Approx. 10 pages)

Side Letter to Limited Partnership Agreement

by Practical Law Corporate & Securities
Maintained • USA (National/Federal)
A side letter to a limited partnership agreement (LPA) that can be used by a limited partner investing in a private equity fund structured as a limited partnership. The letter agreement includes sample language for certain rights granted to investors, such as most favored nation (MFN), co-investment, information, and advisory board rights. It also includes other provisions that can be modified to address the investor's needs, such as regulatory representations and confidentiality. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.
On August 23, 2023, the SEC adopted new rules under the Investment Advisers Act of 1940 for private fund advisers (see Legal Update, SEC Adopts New Rules for Private Fund Advisers) (the "New Rules"). The New Rules are generally effective 12 to 18 months after publication in the Federal Register and will have a material impact on limited partnership agreements for private equity funds and may require revisions to this resource. Updates are planned in the near future. For more information on the final rule, see Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews, Fed. Reg. 88 FR 63206 (Sept. 14, 2023).