Investor governance, consent, advisory committee, and fund-control rights.
Rights to appoint, observe, nominate, or receive notices from the LP advisory committee or similar governance body.
Guidance: Use for clauses granting advisory committee seats, observer rights, consent rights tied to the committee, or notices of committee actions.
Notice, consultation, or consent rights tied to key person, manager, GP, control, or governance events.
Guidance: Use for clauses requiring notice or consent for key person events, manager removal, GP transfers, change of control, or similar governance events.
Fees, offsets, expenses, carry, and other economic terms.
Investor-specific management fee reductions, waivers, caps, rebates, or alternative fee rates.
Guidance: Use for clauses changing management fees for a specific investor, including percentage discounts, basis point reductions, caps, waivers, or fee holidays.
Offsets against management fees or expenses, including transaction, monitoring, break-up, or similar fee offsets.
Guidance: Use for clauses granting an investor a special fee offset, enhanced offset percentage, expense credit, or economics-related reimbursement right.
Most favored nation rights, elections, thresholds, and exclusions.
Rights to receive, review, or elect more favorable terms granted to other investors.
Guidance: Use for MFN clauses, election rights, disclosure of other side letters, carve-outs, excluded investors, thresholds, and timing mechanics.
Reporting, information, confidentiality, and public-records terms.
Investor-specific rights to periodic reports, statements, metrics, ESG reports, tax reports, or regulatory reports.
Guidance: Use for clauses requiring delivery of recurring reports or special reporting packages beyond the fund's baseline documents.
Rights to inspect, request, or receive non-periodic fund, portfolio, investor, compliance, or other information.
Guidance: Use for access-to-information clauses that are not primarily periodic reporting obligations.
Confidentiality, disclosure restriction, public records, FOIA, and permitted disclosure terms.
Guidance: Use for clauses restricting disclosure or allowing disclosure to regulators, auditors, public-records authorities, advisers, or beneficial owners.
Transfer, assignment, withdrawal, liquidity, and related consent rights.
Rights or restrictions relating to transfers, assignments, substitutions, pledges, or consent to transfer interests.
Guidance: Use for investor-specific transfer consent standards, pre-approved transferees, internal transfers, affiliate transfers, or transfer-notice mechanics.
Rights to withdraw, reduce commitments, suspend funding, redeem, or otherwise obtain special liquidity.
Guidance: Use for side-letter terms giving investor-specific withdrawal, excuse from future funding, redemption, liquidity, or commitment reduction rights.
Tax, ERISA, regulatory, sanctions, sovereign, and excuse rights.
Undertakings, accommodations, reporting, or covenants for investor tax, regulatory, sovereign, sanctions, or legal requirements.
Guidance: Use for clauses requiring the fund or manager to accommodate tax, regulatory, sovereign immunity, sanctions, anti-corruption, bank regulatory, or similar requirements.
ERISA, plan asset, VCOC, benefit plan investor, or similar pension-plan representations and covenants.
Guidance: Use for ERISA-specific rights, covenants, representations, reporting, plan asset limitations, or fund-operation undertakings.
Rights to be excused or excluded from investments due to legal, policy, tax, regulatory, religious, ESG, or other restrictions.
Guidance: Use for investor-specific opt-out, excuse, exclusion, alternative investment vehicle, or investment restriction rights.
Co-investment, allocation, notice, and participation rights.
Rights to receive notice of, participate in, or receive allocations of co-investment opportunities.
Guidance: Use for co-investment offer, allocation, priority, notice, participation, or preferential economics rights.
Bespoke terms that do not fit a standard provision type.
A reviewable provision that does not fit any standard provision type in the current registry.
Guidance: Use only when the provision is meaningful and reviewable but no standard provision type fits. Preserve the source excerpt and summarize the right or obligation clearly.