Extract Key Terms From Fund Term Sheet

---
name: extract-key-terms-from-fund-term-sheet
task_id: corporate-ma/extract-key-terms-from-fund-term-sheet
description: Guides preparation of an investment-committee-ready fund term extraction memo where key economic and governance terms are assessed against a pension investor's private equity investment policy and prior-fund benchmarks.
activates_for: [planner, solver, checker]
---

# Skill: PE Fund Term Sheet Key Terms Extraction for Institutional Investor

## 2. Failure modes the skill is correcting

- Terms are lifted from the fund documents without translating them into an investment committee view of economic impact, governance protection, and negotiation points.
- Single-clause summaries miss how economics interact across fee basis, carry, hurdle, waterfall, clawback, and any security support to determine LP outcomes.
- Governance provisions are described in isolation without testing whether they satisfy the investor’s policy and oversight expectations.
- Prior-fund comparisons are omitted, so changes in sponsor posture are not identified and deviations requiring follow-up are not flagged.
- Multiple funds, share classes, or parallel vehicles are blended into one analysis instead of being tracked separately where the source set distinguishes them.
- The memo states conclusions without anchoring them to the governing policy language or the relevant fund-document provision that supports the assessment.
- Recommendations are implied rather than made explicit, leaving the committee without a clear next-step path.

## 3. Legal frameworks / domain conventions that apply

- Private equity fund economics are conventionally assessed by the full return stack, including management fee, fee basis over time, carried interest, preferred return, distribution waterfall, clawback, and any escrow, guaranty, or other backstop for carried-interest repayment.
- Governance analysis commonly turns on key-person triggers, suspension mechanics, removal rights, advisory committee structure and authority, information rights, and any consent or consultation thresholds tied to conflicts or deviations.
- Institutional investor policy typically functions as the comparator for minimum acceptable economics and governance; the memo should treat policy text as the primary benchmark and prior-fund terms as the practical market baseline.
- The analysis should distinguish hard terms from soft disclosures: binding economics, formal governance rights, side-lettered protections, and merely informative statements do not carry the same weight.
- Where the source materials identify governing provisions, the memo should cite those provisions by the same section or clause convention used in the documents; where policy standards are referenced, cite them by their stated policy label or section.
- Any legal or policy conclusion should be stated with the provision or policy basis that supports it, not as a naked characterization.

## 4. Analytical scaffolds

- Identify every fund, share class, parallel vehicle, or tranche that is in scope. If only one exists, state that explicitly before analysis; if more than one exists, assess each separately.
- Extract the full economic stack first, then analyze each term in relation to the others rather than as isolated datapoints.
- For each economic term:
  - record the term as stated,
  - compare it to the prior-fund equivalent if available,
  - compare it to the investor policy benchmark,
  - note whether the difference is favorable, neutral, or adverse,
  - explain the practical effect on net LP returns or cash-flow timing.
- For each governance term:
  - identify the right or trigger,
  - compare it to prior-fund language and policy expectations,
  - explain whether the protection is robust, ordinary, or weak,
  - state the oversight consequence if the term is triggered or absent.
- Treat changes from the prior fund as analytically important even if they are not individually dramatic; the point is to identify sponsor drift, not just obvious outliers.
- If a source term is ambiguous, incomplete, or contingent, say so and identify the follow-up question or document needed to close the gap.
- Separate binding terms from non-binding statements, marketing language, or illustrative examples.
- If the source set contains a placement agent or similar intermediary disclosure, isolate it and assess whether the disclosure and fee treatment create a policy issue.
- When multiple terms interact, explain the interaction in a single sentence that ties the clauses together and states the resulting LP consequence.
- If a policy minimum is not met or a prior-fund term is worsened, label that as a deviation and state whether it appears to require negotiation, escalation, or waiver review.
- If a legal or policy proposition is asserted, support it with the cited fund provision, policy provision, or recognized institutional-investor convention relied upon.

## 5. Vertical / structural / temporal relationships

- Track temporal sequencing where it matters: commitment period versus post-investment period, fee step-down timing, carry crystallization timing, distribution sequencing, suspension periods, cure windows, and removal mechanics.
- Track vertical relationships from governing document to side letter to policy to prior fund, because a later, narrower protection may modify a broader baseline.
- When one term is conditioned on another, explain the dependency rather than listing the clauses separately.
- Where rights are collective, note the threshold, who counts toward it, and what action is permitted once the threshold is reached.
- Where protections are time-limited, note both the trigger and the duration so the committee can see when coverage begins and ends.
- Preserve entity-level distinctions if the source set separates general partner, manager, adviser, committee, or investor roles; do not collapse them into a single actor if the documents do not.

## 6. Output structure conventions

- Prepare a single investment-committee-ready memorandum in conventional legal memo form.
- Open with a concise executive summary that states the overall read, the main deviations from prior fund and policy, and the key items that merit committee attention.
- Follow with an economics section that walks through the return stack in plain English but with enough precision for diligence review.
- Follow with a governance section covering oversight rights, control triggers, and investor protections.
- Include a separate section for intermediary or placement-related disclosure if one appears in the source materials.
- Include a dedicated deviations / open issues section that distinguishes adverse deviations, missing information, and items that appear acceptable without follow-up.
- End with an explicit Recommended Actions section that assigns the next step to a responsible role and ties it to the relevant closing or approval milestone.
- Use ordinal severity labels consistently for each identified deviation or issue, and define the scale once at the outset of the memo.
- Organize comparisons so each fund, term, or vehicle is handled on its own line item rather than merged into a composite summary.
- Write for an investment committee audience: clear, decision-oriented, and free of unnecessary quotation or document recitation.