Section 8.3 generally means:
- The GP may still grant LP-specific side-letter terms, but should keep them **narrow, justified, and carefully tracked**.
- If the preferential term is **material**, the GP should **disclose it** to other LPs or prospective LPs as required by the fund documents.
- The GP should avoid side letters that create **unfair economics, control rights, or strategy constraints**.
- The GP also needs an internal **side-letter obligations register/matrix** so terms are applied consistently over time.
For LP negotiation timing:
- **Real-time negotiation matters more** because once admitted, an LP usually cannot assume later access to the same concessions.
- Later asks are harder unless tied to a specific regulatory, tax, or compliance need.
References:
- https://decilehub.com/base/1-general_questions/163617-what-tracking-discipline-keeps-side-letter-preferential-rights-applied-consistently-as-the-lp-base-grows
- https://decilehub.com/base/1-general_questions/163952-on-side-letters-in-8-3-cornerstone-lpa
- The GP may still grant LP-specific side-letter terms, but should keep them **narrow, justified, and carefully tracked**.
- If the preferential term is **material**, the GP should **disclose it** to other LPs or prospective LPs as required by the fund documents.
- The GP should avoid side letters that create **unfair economics, control rights, or strategy constraints**.
- The GP also needs an internal **side-letter obligations register/matrix** so terms are applied consistently over time.
For LP negotiation timing:
- **Real-time negotiation matters more** because once admitted, an LP usually cannot assume later access to the same concessions.
- Later asks are harder unless tied to a specific regulatory, tax, or compliance need.
References:
- https://decilehub.com/base/1-general_questions/163617-what-tracking-discipline-keeps-side-letter-preferential-rights-applied-consistently-as-the-lp-base-grows
- https://decilehub.com/base/1-general_questions/163952-on-side-letters-in-8-3-cornerstone-lpa