Template
Side Letter Obligations Tracker Template
A structured tracker for every side letter right, election, and obligation across the portfolio.
What this template is for
Centralizes side letter terms by fund so the firm can answer 'what rights do we have here?' and 'what do they owe us?' without re-reading the document.
When LP teams use it
- Post-close side letter abstraction
- MFN election windows after subsequent closes
- Annual side letter audit
- GP request for consent or amendment
The template
Per-fund metadata
- Fund name, vintage, and our commitment size
- Side letter execution date
- Counsel reviewing
- Linked LPA section references
Economic terms
- Management fee terms (rate, basis, breaks)
- Carry terms and any preferred terms
- GP commitment confirmation
- Fee offsets and rebates
- Most-favored-nation election scope and deadline
Information rights
- Reporting cadence (quarterly, monthly, annual)
- Required report contents (NAV, IRR, attribution, ESG)
- Audited financial statement delivery date
- K-1 delivery target
- Capital account statement format
Governance rights
- LPAC seat (full, observer, none)
- Consent rights (specific transactions, conflicts)
- Key-person notification and rights
- Removal and suspension rights
- Transfer rights and ROFR
Operational and policy
- ESG, exclusion, or policy reps
- Tax provisions (UBTI, ECI, blocker access)
- Confidentiality and FOIA carve-outs (for public LPs)
- Co-invest rights and process
LP obligations to GP
Side letters are not one-way. Track what the LP owes the GP so a missed notice or rep does not become an issue at close or transfer.
- LP notice obligations and required form
- Confidentiality obligations and permitted disclosures
- Regulatory and status representations (ERISA, tax, accredited)
- Transfer restrictions and required GP consent
- Disclosure limitations (FOIA, public reporting carve-outs)
- Required certifications and renewal cadence
Triggered events log
- MFN elections made or declined
- Consents requested and granted
- Notifications received (key person, change of control, litigation)
- Amendments executed
Owner, deadline, and status
What turns this from a side letter abstract into an obligations tracker. Every row should have an owner, a deadline, and a status.
- Obligation or right owner
- Responsible internal team member
- GP or counsel contact
- Notice date
- Deadline or election window
- Status: open / pending GP / pending counsel / completed / waived
- Required action
- Evidence of completion
- Escalation needed
- Date last reviewed
Source and verification
Because abstraction can be AI-assisted, preserve where each obligation came from and who confirmed it.
- Source document
- Clause or section reference
- Exact term summarized
- Linked supporting document
- AI-extracted or manually entered
- Human reviewer
- Counsel confirmed? yes / no
- Review date
- Confidence level
- Notes on interpretation
Common mistakes
- Filing the side letter and never abstracting it
- Missing the MFN election window
- Letting reporting commitments go unenforced
- Tracking rights but not the events that triggered them
- Tracking rights but not the LP's own obligations
- Keeping the abstract in counsel's drive instead of the firm record
- Trusting an AI-extracted obligation without a human or counsel sign-off
How Allocator Desk manages this in a live system
- Uses AI-assisted abstraction to identify side letter rights, obligations, deadlines, and triggered events, with human review before anything becomes part of the record
- Links every obligation back to the source document, clause reference, reviewer, and related GP contact
- Tracks MFN windows, consent requests, reporting commitments, and notices by owner, deadline, and status
- Surfaces missed reporting items, upcoming election windows, and unresolved obligations before they become problems
- Turns side letters from static legal documents into a live obligations registry across the portfolio