How to Track PE Co-Investments Next to Fund Commitments

How to track PE co-investments is a two-row book, not a second column on the fund. You signed a commingled commitment and a co-invest ticket into the same company. Cambridge Associates (September 2023): GPs typically offer co-investment opportunities to their LPs on a no management fee, no carried interest basis. Raziel’s co-investing platforms post is about deal access. This page is the ledger after both tickets are signed: a fund line (fees, calls, the fund K-1) and a co-invest line (usually no management fee, a different K-1).

This is not legal, tax, or investment advice. Raziel Holdings, Inc. does not provide it. Copy the signed co-invest documents, not a market default.

Two records, one company

Cambridge Associates: co-investing is when LPs invest in a company alongside a GP. Most often the GP sets up a special purpose vehicle that holds only that asset. Sometimes LPs acquire equity in the company directly. Either way, the co-invest is not a sub-account of the fund. ILPA Principles 3.0: GPs should disclose, in the PPM and the LPA, a framework for how co-investment opportunities, interests, and expenses will be allocated among the fund and participating co-investors. Tag both interests to the same company so exposure rolls up. Keep cash, fees, and tax packets on separate rows so they do not.

Write, on day one:

• Company. Legal name of the portfolio company both vehicles sit in.

• Fund record. Fund legal name, your commitment, unfunded, fee and carry terms from the LPA.

• Co-invest record. Vehicle legal name (or “direct”), your co-invest commitment, fee and carry terms from that subscription, close date.

• Link. A pointer both ways. Do not post the same dollars on both rows.

What sits on the fund line

The fund line is the capital-account book: commitment, capital called, unfunded, NAV, distributions. Management fees live here. ILPA’s 2011 Capital Call and Distribution Notice Best Practices: an effective notice itemizes use of proceeds (investment, fees, expenses) and each line’s impact on unfunded commitment. Post those components on the fund, not on the co-invest. Raziel’s VC and private equity portfolio management page is the firm-level dashboard. This row is one LP’s fund interest.

ILPA’s updated Reporting Template (January 2025, first delivery after Q1 2026 for funds still in their investment period) walks management fees, partnership expenses, offsets, and unfunded on a capital-account statement. That pack is the fund. Do not fold a co-invest wire into fund paid-in to make a multiple look cleaner.

What sits on the co-invest line

Copy the economics from the documents you signed. Cambridge Associates: GPs typically offer LP co-investments with no management fee and no carried interest, and are more likely to charge economics to non-LPs. ILPA’s June 2020 Private Market Fund Terms Survey: 73 percent of respondents said co-investments had been granted on a no-fee, no-carry basis more than 75 percent of the time over the prior twelve months. That is a survey, not your term sheet. ILPA Principles 3.0 is explicit that, unless the LPA prohibits it, a GP may charge management and other fees (including transaction fees) on co-investments. Where those fees are collected, the firm should disclose how transaction or other fees from the portfolio company split between the fund and co-investors, and how offsets apply.

ILPA Principles 3.0, three booking rules that change the row:

• Organizational costs specific to a co-invest vehicle should be borne solely by that vehicle, not by the fund.

• Broken-deal expenses should, in most cases, be shared on a pro rata basis across the fund and co-invest vehicles that participated.

• Any fees payable to the co-investment vehicle should accrue to the underwriting fund to be offset against management fees.

ILPA also wants co-investments disclosed as they occur, preferably in the context of regular capital call notices. ILPA Reporting Template v2.0, Section B.1 (Affiliated Positions): when the GP or affiliates have additional exposure to the fund’s investments via LP co-investors or other vehicles in the GP’s fund family, remaining allocation of portfolio-company fees sits in those far-right columns. That is GP reporting. Your book still needs the co-invest cash on its own line.

A different K-1, not a second tab

The IRS 2025 Partner’s Instructions for Schedule K-1 (Form 1065): the partnership uses Schedule K-1 to report your share of the partnership’s income, deductions, credits, etc. The partnership files a copy with the IRS. You may be liable for tax on your share whether or not cash was distributed. A fund and a co-invest SPV are two partnerships. Two issuers, two EINs, two K-1s, even when both name the same company in a footnote. Do not merge them because the brand on the cover letter matches. Attach each PDF to the vehicle that issued it.

Company exposure can roll up: fund look-through plus co-invest cost. Performance cannot. Fund IRR includes management-fee drag and a fund-level waterfall. Co-invest IRR uses that vehicle’s cash dates and its own carry, which is often none. Blend the two and you will either hide fee drag on the fund or invent a fee on the co-invest. Raziel’s IRR calculator is dated cash-flow math. Feed it one vehicle at a time.

The book is two rows that share a company

A workbook holds this if the links hold: fund cash and fees on the fund, co-invest cash and (usually) no management fee on the co-invest, both tagged to one company, two K-1s filed where they belong. It fails when the co-invest wire is posted as a fund call, the company NAV is counted twice, or the tax packet is treated as one issuer.

Raziel’s alternative-asset dashboard is the book those vehicles already sit on: cash dates, documents, IRR and unrealized gains. Raziel does not issue the K-1s and does not give tax advice. When the co-invest closes, open the second row and leave the fund line alone.