Identify Issues In Subscription Agreement

---
name: identify-issues-in-subscription-agreement
task_id: funds-asset-management/identify-issues-in-subscription-agreement
description: Review subscription documents for a large institutional investor and produce a comprehensive issues memo for the fund sponsor identifying material legal, regulatory, and commercial concerns before the investor is admitted as a limited partner.
activates_for: [planner, solver, checker]
---

# Skill: Fund-Sponsor-Perspective Subscription Agreement Issues Review

## 2. Failure modes the skill is correcting

- Reviewer focuses on investor-side form questions and misses fund-level consequences, including plan-asset treatment, concentration effects, governance exceptions, and downstream MFN or side-letter spillovers.
- Reviewer does not test whether the investor’s authority package actually authorizes the stated commitment, the final legal name, the relevant vehicle, or any exception to investment-policy limits.
- Reviewer treats concessions as isolated items and fails to assess election rights, adoption mechanics, and aggregate commercial impact across the investor base.
- Reviewer lists issues without severity, source support, or actionability, leaving the sponsor unable to distinguish disclosure-only points from consent conditions or deal blockers.
- Reviewer omits the practical effect of a provision on closing mechanics, ongoing operations, or future fund administration.

## 3. Legal frameworks / domain conventions that apply

**Plan-asset / benefit-plan analysis:** Apply the fund’s governing counting methodology for benefit plan investors and the relevant plan-asset framework for the vehicle structure at issue. Distinguish any governmental-plan treatment reflected in the documents from the standard benefit-plan analysis, and test whether the proposed admission changes any threshold, exemption, or aggregation result.

**Governmental investor authority:** For a public pension or other governmental investor, review the authorization materials and the applicable investment-authority framework at a category level. Test the commitment against any concentration, alternative-investment, single-fund, policy-exception, or delegation limits that appear to govern the approval.

**Authorization scope and formality:** Confirm that the board, committee, officer, or delegate approvals cover the actual commitment amount, entity name, fund strategy, and any related policy waiver. If approval is conditional, capped, or time-limited, identify what additional action would be needed for closing or any later increase.

**Economics concessions and election rights:** If any fee break, co-invest right, governance accommodation, excuse right, or other bespoke economic term appears, assess whether other investors can elect similar treatment and whether the fund’s standard side-letter process or concessions policy would be implicated.

**Governance rights and minimum thresholds:** If the governing documents tie advisory committee participation, consent rights, or similar governance features to a commitment threshold, verify eligibility against the stated investment size and classify any exception as an amendment or sponsor waiver issue.

**Exculpation and indemnity scope:** Compare liability-protection language to the customary misconduct-based standard. Flag provisions that broaden protection beyond fraud, willful misconduct, or gross negligence, or that unduly narrow investor remedies or sponsor recourse.

**Capital-call and consent mechanics:** Review any notice, approval, or consent threshold that could affect capital calls, transfers, waivers, extensions, or other routine fund actions. Flag provisions that impose recurring operational burden or unnecessary governance friction.

**Document hierarchy and interaction rules:** Read the subscription package together with the governing LPA, side-letter framework, investor questionnaires, and ancillary approvals. A provision is rarely evaluated in isolation; identify the document interaction that changes its meaning or practical effect.

## 4. Analytical scaffolds

**Step 1 — Inventory the source set.** Identify the full set of subscription, authorization, policy, fund, and side-letter materials in scope. If multiple investor entities, commitments, classes, or closing tranches appear, enumerate each one before analysis rather than treating them as a single representative case.

**Step 2 — Run a fund-level risk screen.** Test plan-asset, concentration, governance, eligibility, and operational issues at the fund level, not just the investor level.

**Step 3 — Test authority and formality.** Match the approval materials to the commitment accepted, the legal entity signing, and any exceptions or conditions precedent.

**Step 4 — Check economics and election spillover.** Identify any bespoke economics or governance concession, then determine whether comparable rights, MFN election mechanics, or other adoption features expand the sponsor’s exposure.

**Step 5 — Reconcile document interactions.** For each issue, cross-reference the controlling fund document, side letter, questionnaire, authorization, or ancillary agreement that alters the analysis.

**Step 6 — Close each issue with actionability.** For every issue, state the severity, the source support, the relevant threshold or scale if one is present in the documents, the interacting provision, and the concrete consequence for the sponsor.

## 5. Vertical / structural / temporal relationships

- Distinguish admission-time conditions from post-closing monitoring items; do not blur a pre-closing defect into an ongoing compliance observation.
- Track how a concession at the investor level can propagate vertically to the fund, the class, or the broader investor base through election or parity rights.
- Where the documents contain multiple approvals or dates, assess whether the latest document supersedes, supplements, or conflicts with earlier authority.
- If the fund has multiple vehicles, classes, or closing windows, tie each issue to the specific vehicle or class affected.

## 6. Output structure conventions

- Produce a sponsor-facing issues memo, not a narrative summary of the subscription package.
- Use a clear ordinal severity scale defined once at the top and apply it uniformly to every issue.
- Organize by issue, and for each issue include: a concise title; severity; the governing provision or authority; the relevant factual trigger from the source set; the document interaction that matters; the downstream sponsor consequence; and a recommended sponsor response.
- For legal propositions, name the controlling authority or governing document provision rather than stating conclusions in abstract terms.
- Quantify or scale each issue against the document-based threshold, commitment, or approval boundary where the source materials provide one.
- End with an explicit Recommended Actions section that assigns each action to a role reflected in the source materials and ties it to the closing timeline or the next regulatory or transactional milestone.
- Keep citations tight and document-based; use the source set to anchor each issue and avoid unsupported generalizations.