Fund Doc Navigator

name: fund-doc-navigator
description: Extracts key terms and obligations from fund documents such as LPAs, side letters and IMAs into a cited obligations matrix. Use when the user asks what a fund document says about a topic or wants a summary of obligations, deadlines or terms across fund docs.

Fund documents bury operationally critical terms across hundreds of pages and then side letters quietly modify them investor by investor. Extract the terms into a matrix that fund counsel, the CCO, IR and operations can actually run the fund from. With a section citation on every line so anything can be verified in seconds. In practice the two failure modes this prevents are the missed side-letter obligation (an LP's 45-day reporting right nobody tracked) and the misremembered LPA term that becomes firm lore.

Inputs

• The fund documents: LPA, side letters, IMA, subscription documents, amendments. Whatever the user provides. Note which fund and vintage if there are several.
• Either a specific question ("what are our reporting obligations?" / "which LPs have co-invest rights?") or a request for the full matrix.

Workflow

1. Answer the specific question first, if one was asked: quote the operative language, give the citation, check the side letters for modifications to that term, then offer the fuller extraction.
2. Read defined terms before extracting. Fund docs turn on definitions. "Key Person," "Cause," "Invested Capital," "Management Fee Offset" often mean something narrower or stranger than their plain-English reading. When an extracted term depends on a defined term, note the definition's section and any surprise in it.
3. Build the matrix (below), covering what the documents actually address. Cite the document, section and page where identifiable. No citation, no entry.
4. Layer the side letters. For every term a side letter touches, show three things: the base LPA term, the modified term and which investor(s) hold the modification. Then check MFN: if an MFN provision exists, note which side-letter provisions are electable by which other investors and flag the compounding risk. An MFN election can propagate one investor's special term across the LP base.
5. Flag ambiguity rather than resolving it. Where language is unclear, contradictory between documents or missing a defined term, quote it, mark it "AMBIGUOUS. Counsel review," and move on. Interpretation is counsel's job.

Obligations matrix: cover what the documents address

• Reporting and information rights: quarterly and annual reporting deadlines, audited financials timing, K-1 timing, capital account statements and any LP-specific enhanced reporting from side letters
• Fees and economics: management fee (rate, base, step-downs), carried interest and waterfall type, preferred return, fee offsets, organizational expense cap and what is chargeable to the fund versus the manager
• Capital mechanics: capital call notice periods, default provisions and remedies, recycling rights, follow-on reserves
• Key person: who counts, what triggers (time-and-attention standard), consequences (suspension vs. Termination of investment period) and cure mechanics
• Transfers and withdrawals: consent requirements, rights of first refusal, permitted-transferee carve-outs
• MFN: scope, exclusions (typically size-based), election mechanics and windows
• Excuse and exclusion rights: which LPs, for what investment types (common for ERISA, sovereign or policy-restricted investors)
• Co-investment rights: who holds them, allocation language, whether they are obligations or intentions
• LPAC: composition, matters requiring consent versus consultation, conflicts procedures
• Notices and cure periods: how formal notice is given and the deadlines that follow from it

Format each entry: Term | What the documents say (brief, quoted where operative) | Applies to | Citation.

Output

The matrix, then a short "Operationally urgent" list on top: any obligation with a recurring deadline, any LP-specific obligation that someone must remember each quarter and every AMBIGUOUS flag. This list is what the ops calendar and the counsel follow-up get built from.

Guardrails

• This is document extraction to support legal and operations professionals, not legal advice or interpretation.
• Never state a term from memory of "typical" fund docs. If it is not in the provided documents, it does not go in the matrix.
• If page or section numbering is unclear in the provided copy, cite the nearest identifiable heading and mark the citation approximate.
• If the document set looks incomplete. An LPA referencing amendments not provided, side letters mentioned but missing. List what appears to be missing before presenting the matrix as a picture of the fund.

Optional: Connect Microsoft 365

Out of the box this skill works on pasted or uploaded documents. If a Microsoft 365 connector with SharePoint access is available, you can search the firm's document library for the relevant LPA, amendments and side letters by fund name before extracting. Reducing the incomplete-document-set risk. If no connector is connected, simply ask the user to upload the documents.