- Before
- Negotiates side letters, answers “can we?” questions from five teams and signs off new mandates from a summary she cannot trace to a page.
- Now
- Sees each clause with both readings and their consequences, decides with a reason code, and approves a register only someone else prepared. “Show me the clause and both readings. I will decide; I will not guess what we meant.”
One investment management agreement review, from side letter to approved fee
Marlow County Retirement System, a US public pension, gives Quillfield Capital a $1.42 billion Core Plus Fixed Income separate account, funded Oct 1, 2026 in a transition of 412 positions. Five documents, 112 pages, among them a side letter dated Oct 9 that arrived on Oct 14. Here is what happens next, screen by screen, in the working solution.
- 01Thursday morning
She opens her day and asks the agents a question
Grace Whitman · Senior Counsel, Institutional LegalGrace's home screen shows 23 agreements in review, 146 obligations waiting for a team, 9 decisions with Legal and 7 MFN checks open. First on her list: Marlow's MFN fee review. She asks the agents “Why 32 bps and not 35?” and the MFN agent answers in plain words, citing the side letter, the other client's amendment and the billing record.
MFN agent: “The gap is $426,000 a year; the first invoice would be $106,500 too high.”
- 02Oct 14, 07:40–07:52
Every clause runs like a wire to the team that owns it
Intake, Extraction and Routing agentsThe Intake agent filed the five documents for account QF-SMA-40217 and linked the side letter, signed by both parties, to agreement AG-0388. The Extraction agent turned them into 41 obligations — from the annual Form ADV Part 2 delivery to the assignment clause under the Investment Advisers Act of 1940 — each with its quote, page and section. The Routing agent sent them to five lanes: 17 to Compliance coding, 9 to Client reporting, 6 to Billing, 5 to Trading and 4 to Legal.
“Every clause runs to the team that owns it. A line turns green when that team's lead accepts.”
- 03Two readers
Read twice, drafted as a rule, dry-run on the holdings
Verification agent and Rule agentThe Verification agent re-read every clause without seeing the first answer and agreed on 40 of 41. For the side letter's tobacco exclusion both readers agree, at 95% and 94%, so it routes automatically. The Rule agent drafts the compliance-engine rule, reads it back in plain English and dry-runs it on the 412 transition positions: Calder Leaf Holdings 4.25% 2031, $5.68M and 0.4% of the account, would breach at 12.1% tobacco revenue.
Go-live needs Kenji Arai (maker) and a second analyst (checker); the Rule agent never switches a rule live.
- 04Side letter vs IMA
Three conflicts, and one clause that reads two ways
Conflict agentThe IMA allowed securities lending through the client's custodian; the side letter prohibits it and says the side letter governs, and the custodian still shows the account enrolled, so a withdrawal instruction is drafted. The monthly holdings report tightens from 15 to 10 business days, first due Nov 13, 2026. The 15% below-investment-grade limit is tested “at the time of purchase” in Schedule A, but the side letter says the account “shall not hold” more than 15%.
“One clause reads two ways. The agents will not choose between them.” The account is at 13.8% today; both rules are drafted.
- 0507:49
The MFN clause against 13 comparable accounts
MFN agentSide Letter §4 promises Marlow any lower fee Quillfield gives a Core Plus Fixed Income separate account of equal or smaller size. Harlow Valley Teachers' Retirement Fund, $1.31B, has paid 32 bps since Jul 1, 2026; Marlow pays 35. Pemberton's 31 bps is a founding-investor rate and Carrow Valley pays a performance fee, both carved out by §4(c); four larger accounts fail the size test. The offer must reach Marlow by Nov 8, 2026.
Standing watch: re-runs whenever any Core Plus fee changes anywhere in the book, and nightly at 06:00. It cannot change a fee or contact a client.
- 06Mid-morning
“What is most urgent?” — the agents put the deadline first
Grace Whitman · Senior CounselTwelve decisions wait in Approvals, each showing who prepared it and who must check it. The agents' answer: start with fee review FR-0117, because the client must be offered the lower fee by Nov 8 and the client notice cannot go until Legal approves; then the 15% reading, which decides which rule goes live. The Kestrel renewal register, 44 of 44 accepted, waits for her too.
“The person who prepared an item can never approve it; every decision carries a reason code.”
- 07Two people
Billing proposes the fee; counsel approves it with a reason
Leah Novak and Grace WhitmanLeah Novak, the billing manager, proposed 32 bps from Oct 1, 2026 as the maker. Grace reads the clause and the evidence and approves fee review FR-0117 with the reason code MFN-QUALIFIED. Leah then updates the billing system, before the Jan 22, 2027 invoice, and the client notice the agents drafted, which never names Harlow Valley, goes to Grace and then to Ethan Hale to send.
Fee review FR-0117: maker-checker, money moves only with two people.
- 08Today, 09:00
The routing agent chases, so the onboarding manager doesn't
Routing agentAcross the book, 146 obligations wait for a team on a 3-business-day clock. The Routing agent chased the 12 past the clock three times each, sent 6 to the COO on day 5 and 6 to the lane heads, and reminded the leads of the 17 due today at 08:00. Asked who is furthest behind, it names the lanes and the oldest item with its clause.
“Accepting stays with each lead.”
- 09Across 400 agreements
One question across the whole book, in every language
Extraction agentAsked which clients prohibit securities lending, the Extraction agent answers from the documents: 37 agreements, 3 of them in the client's own language, and in 9 the ban sits in a side letter that overrides the agreement, as at Marlow. Two accounts are still enrolled at the custodian. One click sends both to Compliance coding.
“The agents search every agreement, side letter, amendment and schedule, and answer only from what the documents say.”
- 10On the record
Every read, routing, acceptance and approval on the audit trail
Paul Asante · Internal AuditEach agent step is logged with its reason, its evidence and its version — Intake agent v2.7, Extraction agent v3.2 on model A, Verification agent v2.4 on model B — followed by each lead's acceptance and each decision. The trail is append-only and fingerprinted daily: 61,408 entries this quarter, kept 7 years, with the evidence for an agreement or a period exported in one step.
“Every read, routing, chase, acceptance, edit, decision and export — by people and agents — with the reason and the evidence.”