# Draft Side Letter Mfns > Draft side letters for multiple investors at a fund closing, produce a campaign summary memo with MFN cascade analysis, and prepare an MFN disclosure schedule. The task requires distinguishing MFN-eligible provisions from carved-out provisions and resolving investor-specific issues using the governing side-letter policy and the fund’s operating documents. - Skill: `finchipaiorg/draft-side-letter-mfns` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-side-letter-mfns` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-side-letter-mfns/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Marketing & Growth - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-side-letter-mfns --- # Skill: Draft Side Letters with MFN Cascade Analysis ## 1. Subject-matter triage - Treat the side letters as the primary deliverable and the memo and disclosure schedule as support deliverables. - Start by identifying the universe of LPs, the request letters applicable to each LP, the governing fund documents, and the side-letter policy. - Determine which requested provisions are truly investor-specific, which are duplicative across LPs, and which are candidates for MFN treatment. - Separate drafting work from analysis work: the side letters should reflect the final approved position, while the memo should explain how each request was treated and why. - If any requested term appears to affect fund-level economics, allocation mechanics, or investment-process flexibility, analyze it as a policy and cascade issue rather than only as a drafting edit. ## 2. Failure modes the skill is correcting - The drafter merges all LP requests into one generic treatment and loses investor-by-investor distinctions. - MFN scope is treated as a formality, causing in-scope items and carved-out items to be mixed in the disclosure schedule. - Side letters omit basic transactional completeness, such as consistent dates, governing law, defined parties, recitals, and signature blocks. - The campaign memo describes requests at a high level but does not tie each one back to the governing policy, the operating documents, and prior-fund practice. - Cross-LP conflicts are not resolved as conflicts; competing requests are drafted as though they can all be granted without adjustment. - Above-policy requests are buried in the draft rather than flagged for decision. - The MFN cascade analysis is not usable because it does not trace which granted provisions could be elected by which other LPs. ## 3. Legal frameworks / domain conventions that apply - **Side-letter hierarchy:** The fund LPA, subscription materials, and side-letter policy control the outer bounds of what can be granted; side letters should conform to those documents rather than silently override them. - **MFN scope:** Only provisions within the applicable MFN clause can be carried into another LP’s election set. Carve-outs should be treated as excluded unless the governing documents clearly say otherwise. - **Policy compliance:** Where the policy allows a request, draft it cleanly and narrowly; where the request exceeds policy, identify the excess and decide whether to recommend rejection, narrowing, or a special approval path. - **Investor-specific accommodations:** Regulatory, tax, governance, and status-based accommodations often justify narrow drafting, but the memo should distinguish true accommodation from a commercially negotiated enhancement. - **Cross-LP consistency:** If more than one LP seeks the same exclusive or first-priority treatment, the documents and memo should resolve the conflict using a defined allocation or sequencing logic rather than assuming parallel effectiveness. - **Formal completeness:** Each side letter should read as a standalone agreement with defined parties, date, recitals, operative provisions, governing law, counterparts if needed, and signature blocks. - **Controlling authority:** For every legal proposition relied on, anchor the analysis to the governing fund documents, the side-letter policy, and any cited market or prior-fund authority in the source set; do not state a treatment as settled without naming the controlling document or rule. ## 4. Analytical scaffolds - **Step 1 — Enumerate the LP set.** List each investor separately before analysis so each request package and each MFN consequence can be tracked without collapsing multiple parties into one pass. - **Step 2 — Build a request matrix.** For each LP, map each requested provision to: policy status, MFN status, prior-fund support, and any known conflict with another LP’s request. - **Step 3 — Classify each request.** Distinguish: within-policy and grantable; within-policy but needs narrowing; outside-policy but potentially supportable by precedent; and outside-policy with no support. - **Step 4 — Resolve conflicts and sensitivities.** For competing co-investment, fee, reporting, excuse, tax, or governance requests, identify the clash and select a workable drafting or sequencing solution. - **Step 5 — Draft the side letters.** Translate the approved position into clean agreement language for each LP, preserving internal consistency with the LPA and policy. - **Step 6 — Prepare the campaign summary memo.** Organize by LP, then by request, and explain the decision path, the policy fit, the precedent fit, the MFN consequence, and any remaining open issue. - **Step 7 — Build the MFN cascade.** For each LP with MFN rights, identify every in-scope provision granted to another LP that could be elected, and exclude carved-out items from the election universe. - **Step 8 — Produce the disclosure schedule.** Make the schedule readable by provision category and grantor LP so a recipient can determine what is available for election without reverse-engineering the side letters. ## 5. Vertical / structural / temporal relationships - Track the campaign as a sequence: request intake, policy screen, draft position, cross-LP reconciliation, final side-letter execution, then MFN disclosure. - Treat later-granted provisions as potentially cascading into earlier LPs only to the extent the MFN clause and timing mechanics allow. - Where the same subject matter appears across multiple LPs, preserve the difference between a broad form right, a narrow carve-out, and a one-off negotiated exception. - If the fund documents or policy create timing windows for notice or election, reflect those windows in the memo and align the disclosure schedule to the relevant closing or delivery sequence. - If an accommodation depends on status, activity, or investment type, make the condition explicit so the right does not expand beyond the intended vertical slice of the fund’s activity. ## 6. Output structure conventions - **Primary deliverable first:** draft the side letters first, and only then prepare the memo and MFN disclosure schedule. - **Side letters document:** include one section per LP, with the approved business terms, consistent formal opening and closing language, governing law, and signature blocks for the GP and the LP. - **Campaign summary memo:** use a company-campaign structure that runs LP by LP, then closes with a concise MFN cascade analysis and a list of open items or recommended approvals. - **MFN disclosure schedule:** organize by LP recipient and provision category, showing only provisions that fall within MFN scope and clearly omitting carved-out items. - Keep drafting language operational, not descriptive: the documents should contain the operative clauses, not summaries of what the clauses would say. - Before finishing, confirm that `side-letters.docx`, `campaign-summary-memo.docx`, and `mfn-disclosure-schedule.docx` are each populated with substantive content rather than placeholders or narrative-only descriptions.