Private Funds

Structuring private funds, negotiating their terms

Across private equity, real estate, infrastructure, credit and hedge funds: LP fund due diligence, side letters and co-investments, for the managers who run funds and the investors who back them.

Areas we cover

Private Equity

  • LPAs
  • Side letters
  • Share purchase agreements
  • Management incentive plans

Fund formation and investor terms, then the deals the fund makes, management buy-outs and buy-ins included.

Infrastructure

  • LPAs
  • Side letters
  • Power purchase agreements

Fund formation and investor terms, then the project itself: development, operation, refinancing and exit.

Hedge Funds

  • Offering documents
  • Side letters
  • Prime broker agreements
  • Trading documentation

Fund establishment, then the service provider, trading and incidental work an open-ended fund brings with it.

Renewables, Clean Energy & Climate

  • LPAs
  • Side letters
  • Joint venture agreements
  • Grid connection agreements

Fund formation and investor terms, with template suites for the renewables and clean energy deals that follow.

Debt

  • Side letters
  • Loan agreements
  • Intercreditor agreements

Closed and open-ended credit strategies, from direct lending to distressed debt, and the loan documents behind them.

LP Support

  • Legal memos
  • Side letters
  • Subscription documents
  • Key terms trackers

Acting for the investor: fund document review, a legal memo on the red flags, side letter negotiation and sign-off.

Real Estate

  • LPAs
  • Side letters
  • Acquisition documents
  • Co-investment vehicles

Private and public structures, REITs and PAIFs among them, and the acquisition and financing documents that follow.

Product Structuring & GP Support

  • Term sheets
  • PPMs
  • LPA amendments

Product design by target investor and jurisdiction, launch terms for new managers, and changes for new vintages.

Distribution

  • Investment management agreements
  • Investment advisory agreements

Segregated account and third-party fund mandates, drafted and negotiated for the manager or for the investor.

Matters we have run

Side letter and key terms trackers across 40-50 private equity funds a year

Local Government Pension Pool Manager

51-200Global team size
3In-house legal team

Knowledge gaps in the in-house team, with external spend held to procurement thresholds

Brief

Private equity, private debt, infrastructure and climate opportunity fund investments, each with its own risk assessment

Outcome

Core terms and risk appetite consistent across every fund investment

Partnered with

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Recognition

  1. 2026
  2. 2025
    • Heroes Role Model ListsFeatured in the Executive Role Model List
  3. 2023
  4. 2022
    • Women in Investment AwardsNominated for Role Model of the YearNominated for Mentor of the Year
  5. 2021
  6. 2019
  7. 2018
  8. 2017
  9. 2016
Legal Sustainability Alliance member 2026

Cleveland & Co Associates Limited is incorporated in England and Wales, company No. 07871988, 79 Weston Street London SE1 3RS. Cleveland & Co Associates Limited is authorised and regulated by the Solicitors Regulation Authority (“SRA”) under no. 622069, as an alternative business structure, and as such all our solicitors are subject to the principles and code of conduct set out by the SRA. Please visit https://www.sra.org.uk/solicitors/standards-regulations/ for more information.

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