Draft Markup Of Limited Partnership Agreement

---
name: draft-markup-of-lpa
task_id: funds-asset-management/draft-markup-of-limited-partnership-agreement
description: Redline a draft limited partnership agreement on behalf of a limited partner investor by reference to the investor's guidelines, any prior side letter, and market standards, producing a section-by-section markup with commentary that cites the source authority for each proposed change.
activates_for: [planner, solver, checker]
---

# Skill: LP-Protective LPA Redline with Section-by-Section Commentary

## 1. Subject-matter triage

- Treat the LPA draft, investor guidelines, prior side letter, counsel instructions, and term sheet as the controlling source set.
- First identify whether each provision is investor-specific, market-standard, or a plain drafting inconsistency across source documents.
- If multiple funds, tranches, classes, or parallel side-letter concepts are in scope, enumerate them before analysis and address each separately.
- If only one fund document set is in scope, state that and proceed section by section.

## 2. Failure modes the skill is correcting

- Redlines fix economics but miss governance protections that the investor instructions require, such as term extensions, indemnification advancement, excuse rights, reporting, or fee mechanics.
- Commentary states a conclusion without naming the source authority, leaving the change unsupported.
- Drafting fails to reconcile the term sheet, guidelines, and prior side letter against the LPA text, allowing internal inconsistencies to survive.
- Markup depends only on styling, making changes hard to recover after export.
- Commentary blends investor-specific asks with market-standard positions, obscuring what is mandatory versus negotiable.
- Issue notes describe the problem but do not say why it matters to the investor or what downstream consequence follows.

## 3. Legal frameworks / domain conventions that apply

- Use the investor guidelines as the primary instruction set for required LP-protective positions.
- Use the prior side letter as precedent for repeat-provision requests, especially where reporting, transparency, or consent concepts were previously agreed.
- Conform the LPA to the term sheet where the two conflict; a drafting mismatch should be called out as an inconsistency, not silently absorbed.
- Check fund-term extension mechanics, indemnification and advancement mechanics, excuse rights, fee offsets, clawback support, and reporting rights as standard LP-protection areas.
- Treat market practice as support for provisions that are not expressly in the guidelines but are conventional LP protections.
- Cite the governing legal or contractual authority for each substantive proposition relied on, using the source documents where they identify it and otherwise the recognized authority for the point.
- For any right tied to law, compliance, or internal policy, identify the controlling rule, standard, or agreement language that justifies the requested change.

## 4. Analytical scaffolds

- Read the investor guidelines first and map each mandatory point to a corresponding LPA section.
- Read the prior side letter next and flag any provision that should carry forward into the new fund documents.
- Compare the term sheet against the draft LPA section by section and mark every mismatch for correction or confirmation.
- For each provision, decide whether the change is:
  - a required investor-specific ask,
  - a market-standard LP protection, or
  - a pure drafting consistency fix.
- Draft the redline in a way that can survive export: every substantive change should be visible from the text alone, not only from formatting.
- Attach a short rationale to each change explaining the source and purpose of the redline.
- Where a provision is acceptable but incomplete, tighten it rather than merely noting the gap.
- Where a provision is missing entirely, supply replacement language that fits the draft’s defined terms and structure.
- Where multiple source documents point in different directions, resolve the hierarchy explicitly in the comment.

## 5. Vertical / structural / temporal relationships

- Track how a change in one section affects related sections elsewhere in the LPA, including defined terms, fee provisions, transfer restrictions, excuse mechanics, reporting, indemnity, and term/termination language.
- If a clause operates only after a condition, notice, approval, or time period, preserve that sequencing in the markup and commentary.
- If an extension, escrow, offset, or reporting obligation has a timing element, state when it applies and what event triggers it.
- If the draft references a schedule, exhibit, or side letter, ensure the redline is consistent across all linked documents and defined terms.
- When a provision is amended in one section, check for conforming edits in every cross-referenced section.

## 6. Output structure conventions

- Produce the marked-up LPA as the primary deliverable; do not substitute a memo or issue list for the actual markup.
- Use a section-by-section format that follows the agreement’s own organization and preserves heading order.
- Mark every substantive change with an explicit textual convention that survives plain-text export, such as [DELETED: …], [INSERTED: …], or [REPLACED: old → new].
- Add a brief [Rationale: …] comment to each substantive change, identifying the source authority and the reason for the revision.
- When commentary is used, include an explicit ordinal severity label for each issue or proposed change, using a consistent scale defined once at the top.
- Keep the commentary tied to the provision it addresses; do not gather unrelated points into a single undifferentiated list.
- End with a concise Recommended Actions block that tells the reader what to do next, who should do it, and by when or at what transactional milestone.
- Before finishing, confirm that the marked-up LPA file is the operative deliverable and that it contains the actual redlines and comments, not just a description of them.