Co-Invest Infrastructure

Formation economics today

Every co-investment vehicle requires its own operating agreement, its own compliance review, its own transfer agent setup, and its own ongoing administration. A single SPV costs $50–100K in legal and formation fees, takes 2–4 weeks to close, and scales linearly — the tenth vehicle costs the same as the first.

For firms running active co-invest programs alongside their main fund, this creates an operational ceiling. The economics of small co-invest allocations break down when fixed costs consume a meaningful fraction of invested capital.

What Dark Matter changes

Dark Matter encodes operating agreement provisions directly into Position Objects. The Rights Engine enforces transfer restrictions, consent chains, and waterfall distributions deterministically. The legal template generates the operating agreement from the same parameters that configure the Position Object.

Vehicle formation requires setting vehicle parameters (program type, carry structure, transfer restrictions, consent chain, eligibility criteria). The operating agreement and Position Objects are generated from these parameters. Marginal formation cost is limited to state filing fees and registered agent costs.

Who this is for

Firms running co-investment programs alongside a primary fund. Vehicles can be formed under the firm's entity name and branding. The firm's GP retains full consent authority over every transfer via transfer.consent_chain. LPs interact with the vehicle entity directly. DMTR operates as the recordkeeping and compliance layer.

How it works

A capital provider — typically a co-investment fund with a programmatic mandate alongside the firm's lead checks — funds each vehicle. Dark Matter infrastructure encodes the operating agreement as Position Objects — every membership interest, every carry allocation, every transfer restriction, every waterfall tier. The firm selects which programs to offer, configures the parameters, and retains approval authority over every allocation and every transfer.

Every DOIV membership interest is a Position Object. Every transfer runs through the Rights Engine. Every consent request routes through the firm's designated approvers.

Capabilities

• Automated vehicle formation — operating agreement and Position Objects generated from a shared parameter set. Formation time is limited by state filing processing, not legal drafting.
• Branded vehicle formation — vehicles are formed under the firm's entity name with firm-specified branding, OA terms, and participant eligibility criteria
• Economic participation structures — GP-funded co-invest, carry allocation, and operator alignment vehicles are configurable per program type. Vesting, forfeiture, and clawback are enforced by the Rights Engine.
• Secondary transfer support — the Rights Engine automates ROFR, consent routing, and transfer restriction enforcement for member-to-member transfers
• GP consent authority — all transfers, admissions, and distributions require GP approval via transfer.consent_chain

Data sovereignty

All position data is owned by the originating GP. Data is exportable in a standard format at any time. There is no lock-in — the Position Object schema is open and documented.

Cross-GP aggregate data access is limited to anonymized signals. Data segregation between firms is architectural, not just contractual — each GP's position data is isolated at the infrastructure level. The capital provider's access to other firms' position data is architecturally impossible, not merely prohibited by agreement.

For the full technical treatment of data segregation, multi-tenancy, and regulatory architecture, see Regulatory Architecture.

Next

• Program Suite — the nine co-invest programs, tiered by readiness
• Structural Mechanics — vehicle formation, OA encoding, capital flow, and regulatory posture