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LPs Push for Better Terms in Blindpool Fund Side Letters

Secondaries Investor •
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Limited partners are pushing for longer election periods in side letter agreements when committing to blindpool funds, according to law firm Morgan Lewis. The concern centers on continuation vehicles—structures that allow investors to roll their stakes or sell into a new vehicle. Andrea Dougall, a fund investments partner at the firm's Abu Dhabi office, flagged the issue at the London Private Investment Funds Summit on Wednesday.

The problem intensifies for LPs without a seat on the limited partner advisory committee. Dougall described the decision window as "excruciating" when investors must choose whether to roll or sell into a CV, particularly when facing a stapled commitment that locks in certain terms. Some investors end up as forced sellers because the election period provided is simply too short to properly evaluate their position.

The timing challenge reflects broader tensions in secondaries markets where fund managers seek certainty while LPs want flexibility. As continuation vehicles become more common, investors committing capital in blindpool funds face increasing pressure to make binding decisions with limited information. This dynamic particularly affects institutional investors managing complex portfolios who require adequate due diligence time before committing capital to a continuation vehicle.