Draft Side Letter Campaign

Skill: Draft Multi-LP Side Letter Campaign with MFN Disclosure Schedule

1. Subject-matter triage

• Treat the fund LPA, side letter policy, LP request letters, prior fund precedents, and related closing documents as a single operating set.
• First map every investor request across the full closing group; do not draft in investor silos.
• Separate requests into: policy-permitted, policy-borderline, above-policy, cross-investor conflicting, and MFN-in-scope.
• Draft the side letters only after the request matrix is complete and the policy treatment is clear.
• If the source set reflects more than one closing or subscription cohort, analyze each cohort separately before blending any MFN implications.

2. Failure modes the skill is correcting

• Drafting individual side letters without reconciling conflicts among investors.
• Treating the campaign summary as a narrative only, without a request-by-request policy comparison and resolution path.
• Omitting the MFN disclosure schedule or making it a generic placeholder instead of a usable election tool.
• Failing to make each side letter a freestanding agreement with consistent formalities.
• Carrying forward requests that exceed the side-letter policy without flagging the deviation and its consequences.
• Ignoring how one investor’s requested economics or rights change the practical MFN posture of the rest of the group.
• Missing scope risks in special provisions that can distort fund economics or administration.

3. Legal frameworks / domain conventions that apply

• Side letters should read as standalone fund-side contractual amendments, with consistent date, parties, recitals, governing law, authority, and signature blocks.
• The governing law and interpretive hierarchy should track the fund formation documents unless the source set directs otherwise.
• The campaign summary should test each requested provision against the side-letter policy and any stated approval limits in the source documents.
• Cross-investor grants that cannot coexist should be treated as a negotiation and allocation problem, not as isolated drafting exercises.
• MFN analysis should follow the fund’s MFN mechanics as set out in the LPA and any MFN notice procedure in the source materials; the disclosure schedule should reflect only in-scope provisions and should be organized for election review.
• Where a request implicates a special operational or economic carve-out, flag how the requested language can affect fund-level administration, economics, or disclosure.
• When the source documents identify a controlling policy, agreement, or approval standard, cite and apply that authority rather than restating a conclusion without support.

4. Analytical scaffolds

• Build a single request matrix with one row per investor and one column per provision category.
• For each row, record: requested language, policy treatment, any deviation from policy, any cross-investor conflict, and whether the term is MFN-in-scope.
• For each provision category, ask three questions in order:
  1. Is the request allowed by the side-letter policy?
  2. Does the request conflict with another investor’s request or with the fund’s operational structure?
  3. If granted, does the term belong on the MFN disclosure schedule?
• When a request exceeds policy, draft only the highest permissible version in the side letter and state the broader ask as not accepted in the campaign memo.
• When multiple investors request incompatible preferential rights, identify the collision and recommend a workable allocation method consistent with the source documents.
• For any term that creates fund-level economic drift, test whether the source documents support a cap, a materiality qualifier, a GP determination standard, or another limiting principle.
• For MFN drafting, distinguish between:
  • terms that should be disclosed,
  • terms that should remain outside the MFN set,
  • and terms that require special treatment because they are investor-specific or operationally unique.
• Draft each side letter as if it may be read without the campaign materials; avoid references that depend on unstated context.
• Draft the campaign summary as a decision memo: what was requested, what was granted, what was narrowed, what was rejected, and why.
• Draft the MFN disclosure schedule as a comparison tool, not as prose.

5. Vertical / structural / temporal relationships

• Preserve a uniform closing date, defined parties, and execution mechanics across the campaign unless the source documents expressly require otherwise.
• Keep the side letter aligned vertically with the LPA: no side letter term should silently override the fund documents without clear drafting.
• Treat earlier precedent language as a reference point, not as a substitute for checking the current policy and current request letter.
• Track the sequence of events: request, policy review, drafting, MFN notice, election period, and amendment implementation.
• If the source set involves multiple investor cohorts or closings, preserve the chronology because MFN rights may turn on which terms were granted at which closing.
• Where one provision depends on another, draft the dependency explicitly so the downstream administration is workable.

6. Output structure conventions

• Produce three finished documents: the side-letter compilation, the campaign summary memo, and the MFN disclosure schedule.
• The side-letter compilation should contain one complete side letter per investor, using a consistent transactional format with introductory clauses, operative provisions, boilerplate, and signature blocks.
• The campaign summary memo should be organized by investor and by provision issue, with clear treatment of policy compliance, deviations, conflicts, MFN implications, and recommended resolution.
• The MFN disclosure schedule should be organized by investor and provision category, showing only terms that belong in the MFN set and making it easy to see what each eligible investor may elect.
• Include a concise recommended-actions section at the end of the campaign memo, with imperative next steps, the responsible role, and a timing anchor tied to the closing or MFN notice process.
• Keep the drafting internally consistent so the same provision is treated the same way across the side letters, the summary memo, and the disclosure schedule.
• Before finalizing, verify that each deliverable is complete, non-placeholder, and contains operative text rather than a description of what should be drafted.