To download the complete form, subscribe now.

Side Letter with State Pension Plan Trustee


A side letter is a letter written by a GP to a special LP outlining the special deal or agreement between the two. This letter usually goes to a handful of LPs that the GP wants to specially favor because the LP is a notable investor, the largest investor, or someone with deep connections that adds value to the fund other than money.

This form prevents the Partnership, the General Partner, the Management Company or any of their Affiliates, directors or officers from entering into or shall hereafter enter into any side letter or similar agreement with any investor in the Partnership in connection with the admission of such investor as a Limited Partner in the Partnership or otherwise, except as disclosed to the SEF in writing; nor shall any such side letter or similar agreement with any existing or future investor have the effect of establishing rights or otherwise benefiting such investor in any manner more favorable in any respect to such investor than the rights and benefits established in favor of the SEF by the Partnership Agreement and this letter agreement unless the SEF has previously been offered the opportunity to receive such rights and benefits.