The Management Rights Letter is a contractual document used by venture funds to establish “management rights” in a portfolio company, allowing the fund to qualify as a Venture Capital Operating Company (VCOC) under ERISA regulations and thereby avoid having its assets treated as ERISA plan assets. It grants the investor rights to consult with management, access financial and operational information, and receive board materials—while including provisions to limit or modify these rights for foreign investors to comply with CFIUS regulations and avoid triggering U.S. national security review.