The pendulum of negotiating leverage is constantly swinging and, as of now, is squarely with LPs amidst the difficult fundraising environment. That advantage goes beyond traditional PE funds to other arrangements, including co‑investment opportunities and pledge fund vehicles offered by GPs. Thus, it behooves fund managers to pursue every advantage in the book – how they structure access rights, draft fund documents and negotiate individual fund terms – to excel during co‑investment and pledge fund offering processes. To assist with those goals, Strafford CLE Webinars recently hosted a program analyzing all facets of co‑investments and pledge funds, which featured Schulte Roth partner Phyllis A. Schwartz and former DLA Piper partner Nathaniel M. Marrs. This second article in a two-part series describes the importance of access rights and preparing fund documents when offering co‑investments and pledge funds; details key terms to negotiate in the fund documents; and highlights regulatory considerations for GPs to keep in mind. The first article summarized why co‑investment opportunities are appealing to GPs and LPs; some of the unique fund structures that can be used to facilitate co‑investments; and alternative ways to achieve the common objectives of those structures. See “What Does It Take to Get Across the Finish Line in the Current Fundraising Environment?” (Mar. 7, 2024); and “Latest on Co‑Investments Amidst the Impending Recession and on Regulatory Efforts Targeting ESG (Part Two of Two)” (Jan. 12, 2023).