Draft Term Sheet To Lpa Edit

---
name: draft-term-sheet-to-lpa-edit
task_id: funds-asset-management/draft-term-sheet-to-lpa-edit
description: Mark up a prior fund LPA precedent in tracked changes to conform to a new fund's term sheet, adding required new sections, and flagging open questions and valuation methodology concerns with partner notes.
activates_for: [planner, solver, checker]
---

# Skill: Term Sheet to LPA Conforming Markup

## 1. Subject-matter triage (only if applicable)

- Treat the term sheet as the source of economic and governance direction; treat the precedent LPA as the drafting base.
- Identify each substantive term-sheet item, then map it to: existing precedent language, a needed revision, a missing provision, or an open point.
- If the term sheet is silent, inconsistent, or leaves a drafting choice open, do not invent certainty; flag it for partner review.
- If multiple fund periods, election mechanics, fee steps, or related timing windows are in play, confirm each one explicitly before editing so the wrong concept is not propagated across the document.

## 2. Failure modes the skill is correcting

- Drafter updates one economic term but misses linked references elsewhere, leaving the LPA internally inconsistent.
- Drafter rewrites precedent language as if it were clean draft text rather than a markup, obscuring what changed.
- Drafter adds new provisions without marking them as insertions and without noting the term-sheet source.
- Drafter leaves stale defined terms, cross-references, and timing mechanics that still point to the prior fund.
- Drafter fails to flag valuation-methodology or other judgment calls that should be escalated before finalization.
- Drafter produces commentary that describes issues but does not say what to do with them.

## 3. Legal frameworks / domain conventions that apply

**Tracked-changes discipline.** The output should read as a conforming markup, not a fresh draft. Every substantive deletion, insertion, or substitution should be visible in text as well as in document markup so the change survives export and review.

**Economics and waterfall coherence.** Fund economics often appear in multiple places: definitions, distribution waterfall, fee mechanics, recycling or clawback concepts, and any illustrative or appendix language. Conforming edits must be applied consistently across all locations.

**Timing mechanics coherence.** Fund term, investment period, extension rights, GP removal, recycling, and fee step-down mechanics often cross-reference one another. Update all dependent references together so the document does not contain stale dates or mismatched periods.

**New-provision insertion convention.** If the term sheet requires a concept the precedent lacks, add it as a tracked insertion and identify the source concept in a note. Do not bury a new term inside a general rewrite without signaling that it is newly introduced.

**Partner-note standard for open points.** Use notes to flag ambiguities, business choices, and valuation or methodology concerns. A good note states the issue, the plausible approaches, and the question that needs resolution.

**Valuation-methodology caution.** Where a provision ties a payment, adjustment, or removal consequence to fund value or similar measurement, treat the valuation methodology as a potential dispute point and flag it for review rather than assuming the first available formulation is acceptable.

## 4. Analytical scaffolds

**Step 1 — Build the conforming-change map.** List each substantive term-sheet point and classify it as: already covered, partially covered, missing, or ambiguous.

**Step 2 — Edit from the precedent outward.** Start with the precedent LPA and mark each needed change in place. Preserve the existing structure where possible, but expand the document if the term sheet requires a new article, schedule, definition, or rider.

**Step 3 — Normalize linked provisions.** For every changed economic or timing term, search for and update all related definitions, cross-references, and dependent mechanics so the revised language is internally consistent.

**Step 4 — Insert new language with provenance.** When adding a new clause, mark the insertion clearly and note that it is driven by the term sheet. If the drafting choice is not fully settled, place a partner note at the point of insertion.

**Step 5 — Escalate judgment calls.** Where the term sheet is incomplete or the drafting could go multiple ways, flag the issue in a concise note that states the ambiguity and the decision point for the partner.

**Step 6 — Final consistency pass.** Read the markup as if you were the reviewer. Check that defined terms, dates, capitalized concepts, and cross-references all point to the revised economics and governance package.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Update every place a changed concept appears, not just the first occurrence.
- Keep the relationship between definitions, operative provisions, and any schedules aligned.
- If the term sheet changes the fund term or investment period, reconcile the change against fee mechanics, investment restrictions, recycling, key-person, removal, and any extension or termination language.
- If the term sheet introduces a new concept that depends on another provision, draft the dependency chain so the new clause functions on its own terms.
- When a clause refers to valuation at a future event, review whether the measurement date, methodology, and decision-maker are all specified or need a note.

## 6. Output structure conventions

- Deliver a single marked-up LPA file in tracked-changes format.
- Make the markup legible in plain text as well as in document formatting by showing substantive edits explicitly, not only through visual styling.
- Use concise inline comments or partner notes for ambiguities, open drafting points, and valuation-methodology concerns.
- Preserve precedent language where it still works; change only what is needed to conform to the term sheet.
- If the term sheet requires a new section, add it in the appropriate place rather than appending it without context.
- Ensure the final document file exists, is non-empty, and contains operative revised language, not a summary of what should be changed.