Yes — GPs can still use side letters, including to give one LP better terms, but they should do so carefully.
- Side letters remain common and allowed.
- Preferential terms should generally be disclosed, especially if they could affect fund performance or other LPs.
- The bigger risk is not whether a side letter exists, but whether it creates unfair economics, control issues, or burdens the fund operationally.
- Terms like reporting enhancements or modest fee breaks are more common; veto rights or terms that constrain the strategy are usually problematic.
Institutional LPs still often ask for side letters, but those terms can become costly for emerging managers.
References:
- https://decilehub.com/base/1-general_questions/21171-the-new-sec-rules-limit-preferential-treatment-in-side-letters-section-8-3-historically-institutional-lps-negotiated-preferential-terms-via-side-letters-so-i-want-to-know-if-they-re-now-pushing-back-or-finding-workarounds-i-also-want-to-understand-how-biotech-health-funds-are-handling-regulatory-carve-outs-that-lps-previously-included-in-side-letters
- https://decilegroup.com/articles/institutional-money-hurt-your-fund
- Side letters remain common and allowed.
- Preferential terms should generally be disclosed, especially if they could affect fund performance or other LPs.
- The bigger risk is not whether a side letter exists, but whether it creates unfair economics, control issues, or burdens the fund operationally.
- Terms like reporting enhancements or modest fee breaks are more common; veto rights or terms that constrain the strategy are usually problematic.
Institutional LPs still often ask for side letters, but those terms can become costly for emerging managers.
References:
- https://decilehub.com/base/1-general_questions/21171-the-new-sec-rules-limit-preferential-treatment-in-side-letters-section-8-3-historically-institutional-lps-negotiated-preferential-terms-via-side-letters-so-i-want-to-know-if-they-re-now-pushing-back-or-finding-workarounds-i-also-want-to-understand-how-biotech-health-funds-are-handling-regulatory-carve-outs-that-lps-previously-included-in-side-letters
- https://decilegroup.com/articles/institutional-money-hurt-your-fund