Respond To Comment Memo

---
name: respond-to-comment-memo
task_id: funds-asset-management/respond-to-comment-memo
description: Draft counsel responses to an LP comment memo on a fund agreement, completing the response column with a clear accept/partial-accept/reject decision, a concise rationale, and proposed revised language for each accepted or partially accepted comment.
activates_for: [planner, solver, checker]
---

# Skill: GP Counsel Response to LP Comment Memo

## 2. Failure modes the skill is correcting

- Responder gives vague or non-committal language instead of a clear disposition for each comment, leaving the LP without a usable negotiating position.
- Responder fails to tether the response to the governing fund terms, side-letter policy, prior fund treatment, or other controlling documents, causing inconsistency.
- Responder omits revised drafting for accepted or partially accepted comments, forcing another revision cycle to convert principle into text.
- Responder leaves comments unaddressed by number or subject, making cross-reference and reconciliation impossible.
- Responder treats related comments in isolation and produces inconsistent positions across the same provision or related provisions.
- Responder states outcomes without the governing contractual or legal basis that supports the result.

## 3. Legal frameworks / domain conventions that apply

**Decision-first response format:** Each comment should be answered with an explicit disposition at the start: Accept, Partial Accept, or Reject. The disposition should not be buried in explanation.

**Document-consistency review:** Evaluate each comment against the fund’s LPA, side letters, fee policy, prior precedent, and any internal investment or compliance guidance that governs the point. Where a prior fund or related document uses the same approach, confirm that consistency at a high level. Where the response departs from precedent, explain the distinguishing feature.

**Authority-backed reasoning:** Every substantive legal or contractual position should be anchored to a controlling document or recognized authority, identified specifically enough to show why the proposed response is the correct one. Do not present a conclusion without the rule, provision, or policy that supports it.

**Key-person analysis:** For comments on key person mechanics, analyze by role and trigger, not by unnecessary naming. Address the trigger event, any cure or reinstatement process, and whether additions to the key-person roster preserve consistent mechanics across the group.

**Public entity confidentiality carve-out:** Where the LP is subject to mandatory public-records or disclosure obligations, assess whether confidentiality should include a disclosure carve-out, notice to the GP, and a reasonable cooperation obligation to seek protection where available, while preserving compliance with law.

**Capital call notice timing:** If the LP seeks a longer capital call notice period, calibrate the response to the transaction and funding needs. If granting only part of the request, state the longest workable period, explain the operational constraint, and address any emergency or short-notice exception.

**MFN clarity:** If the LP requests clarification of MFN mechanics, confirm the election timing, notice mechanics, and scope of covered provisions. Keep the response aligned with the fund’s established MFN architecture where applicable.

**Fee economics and policy:** If the comment requests a fee discount or similar economics change, confirm whether the request fits within fund policy and any side-letter framework, and state any limits or required escalation if it does not.

**Escrow and co-investment economics:** For carry escrow requests, compare the ask to the fund’s standard approach and market practice for the strategy. For co-investment rights tied to large commitments, address qualification threshold, allocation methodology, response timing, and fee/carry treatment with sufficient drafting precision.

## 4. Analytical scaffolds

**Step 1 — Read the whole memo before drafting.** Identify all comments, grouped issues, and places where one response affects another.

**Step 2 — Determine the disposition for each comment.** Decide whether to accept, partially accept, or reject based on the governing documents, policy, and precedent.

**Step 3 — Draft the response in operative form.** For each comment, state:
- the comment or subject line,
- the disposition,
- a concise rationale tied to the controlling document or policy,
- proposed revised language for accepted or partially accepted items.

**Step 4 — Keep related comments aligned.** If multiple comments address the same provision, make sure the responses are harmonized and do not create internal inconsistency.

**Step 5 — Preserve drafting utility.** Responses should be written so the recipient can paste accepted language into the LPA or use the rationale to understand the tradeoff without additional interpretation.

## 5. Vertical / structural / temporal relationships

**Map the comment to the correct document layer.** Distinguish between changes that belong in the LPA, a side letter, a fee letter, or a separate operational understanding, and do not imply that a response can be implemented in the wrong document.

**Track dependencies across provisions.** A change to one provision may require conforming changes elsewhere, especially where economics, notice mechanics, default remedies, transfer rights, or governance provisions interact.

**Respect sequencing.** If a comment depends on another issue being resolved first, note that dependency in the rationale and avoid drafting a response that assumes an unresolved term.

**Use role-based and event-based phrasing where appropriate.** For provisions that turn on status, trigger, or notice, frame the response in those terms rather than in names that may later change.

## 6. Output structure conventions

Use a single response memo organized by comment number or the memo’s existing numbering scheme.

For each entry:
- restate the comment in brief,
- state the disposition clearly,
- provide a concise rationale grounded in the governing documents or policy,
- include proposed revised language where the comment is accepted or partially accepted,
- keep rejected items specific and substantive rather than conclusory.

The output should read like a working counsel response memo: concrete enough to guide the next draft, consistent across related issues, and ready to be converted into the response column of the comment memo.