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Withum on the co-investment conundrum

Reported by Privatefundscfo
Jun 1, 2026· 2 min read
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Key Takeaways
  • • Limited Transparency Crisis: Limited partners are increasingly demanding greater transparency from private equity funds, particularly regarding co-investment vehicle structures and fee arrangements, signaling growing LP scrutiny of fund operations.
  • • Co-Investment Structuring Concerns: Withum's analysis indicates co-investments present structural complexities that require careful attention to LP communication and trust-building, with proper documentation and disclosure frameworks essential to fund manager credibility.
  • • Expert Perspective: Colleen Fay, financial services practice leader at Withum, identifies co-investment transparency as a critical pain point in private equity fund management, reflecting broader institutional investor expectations for detailed disclosure.
Summary
Limited partners investing in private equity funds are raising material demands for improved transparency, particularly as co-investment opportunities have become a standard component of fund structures. According to Withum, a nationally ranked advisory and accounting firm specializing in alternative investment services, LPs expect clearer disclosure regarding how co-investment vehicles are organized, managed, and compensated.

Colleen Fay, Withum's financial services practice leader, highlights that the co-investment landscape presents what the firm characterizes as a "conundrum"—balancing LP appetite for direct investment opportunities with the complexity of managing separate co-investment entities while maintaining transparent fee structures and governance. Co-investments have grown increasingly prevalent among institutional investors seeking reduced fee drag and enhanced alpha generation potential compared to traditional fund-of-funds structures. However, this growth has outpaced standardization in disclosure practices.

The underlying issue centers on how PE fund managers structure and communicate co-investment arrangements to their limited partners. Trust between fund managers and LPs depends critically on clear documentation, fee transparency, and governance clarity. Without robust disclosure frameworks, co-investment vehicles risk creating information asymmetries that erode LP confidence, particularly among sophisticated institutional investors who are contractually entitled to detailed reporting on capital deployment and economics.

For hedge funds, family offices, and institutional investors evaluating PE fund commitments, this transparency demand represents a meaningful shift in due diligence expectations. Fund managers that establish clear co-investment policies, transparent fee schedules, and robust governance frameworks will likely gain competitive advantage in fundraising. Conversely, managers that fail to address LP transparency concerns may face increased scrutiny during fundraising cycles and portfolio monitoring periods.

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Privatefundscfo Withum on the co-investment conundrum