Scenario 02

---
name: draft-lpa-scenario-02
task_id: funds-asset-management/draft-lpa/scenario-02
description: Draft a limited partnership agreement for a buyout fund using a prior-fund precedent, incorporating term-sheet changes for the fund’s structure, economics, and governance, and produce a separate issues memo identifying source-document conflicts.
activates_for: [planner, solver, checker]
---

# Skill: Draft LPA from Prior Fund Precedent with Parallel Fund Structure

## 1. Subject-matter triage

- Treat the prior-fund LPA as the drafting baseline and the term sheet as the control document for changed economics, governance, and parallel-vehicle mechanics.
- Identify whether the fund is being documented as a single partnership with parallel feeders/affiliates or as a coordinated parallel structure; carry that choice through definitions, admissions, capital calls, transfer mechanics, fee provisions, and investment authority.
- Separate drafting work from issue-spotting work: the LPA is the primary deliverable; the issues memo is secondary and must be prepared only after the draft exists.

## 2. Failure modes the skill is correcting

- Carrying forward precedent language without updating entity form, jurisdiction, authority, or organizational references for the general partner/manager stack.
- Missing internal inconsistencies in the term sheet, especially where fee base, waterfall mechanics, or parallel-fund provisions conflict across sections.
- Failing to align defined terms, cross-references, and operative provisions when a core economic concept changes.
- Treating the issues memo as a substitute for the draft, or omitting it entirely.
- Drafting a “clean” LPA that ignores open points, instead of reconciling them and flagging unresolved conflicts separately.
- Describing an issue without tying it to the governing fund documents, the affected provision, and the practical consequence for the fund.

## 3. Legal frameworks / domain conventions that apply

- Use the governing limited partnership statute, the partnership agreement itself, and standard private-fund organizational conventions as the legal frame for organizational and authority provisions.
- Align the partnership’s formation, admission, withdrawal, transfer, indemnification, exculpation, and dissolution provisions with the selected jurisdiction’s limited partnership regime.
- For offshore or non-U.S. general partner/manager structures, ensure the jurisdictional entity description is consistent wherever authority, execution, fiduciary status, or representation is stated.
- For management fees, apply a consistent economic theory across the agreement: committed-capital calculations during the investment period and the agreed post-investment-period base thereafter, with any transition language harmonized across definitions and payment mechanics.
- For waterfall provisions, ensure the preferred return, catch-up, carry allocation, clawback, distribution ordering, and parallel-fund sharing mechanics all speak the same economic language.
- For parallel funds or related vehicles, reflect whether commitments, investments, expenses, and allocation decisions are aggregated, mirrored, or separately administered, and keep that treatment consistent in all operative sections.
- When the source set contains conflicting drafting positions, preserve the chosen drafting position in the LPA and explain the unresolved conflict in the issues memo.

## 4. Analytical scaffolds

1. Read the precedent, term sheet, and support materials together; identify every provision that changes from the precedent or is internally inconsistent.
2. Map the fund architecture first: entity structure, jurisdictions, parallel vehicles, investor classes, allocation rules, and decision-making authority.
3. Update the economic package as a system, not as isolated clauses: fees, offsets, expense caps, preferred return, waterfall, clawback, and parallel allocation language should be harmonized together.
4. Work section by section through the precedent and revise all affected defined terms, operative provisions, schedules, exhibits, and cross-references.
5. Where the term sheet is unclear or inconsistent, choose a coherent drafting position for the LPA and isolate the uncertainty in the issues memo rather than leaving the draft internally conflicted.
6. In the issues memo, identify each substantive conflict or open point, state why it matters in the fund context, and tie it to the affected clause or document source.
7. Before finalizing, check that the primary file is complete and non-empty, then prepare the memo as a separate deliverable.

## 5. Vertical / structural / temporal relationships

- The precedent controls drafting style and baseline structure; the term sheet controls departures on structure, economics, and governance.
- If the fee base changes over time, define the transition point once and carry it consistently through all fee, notice, and calculation provisions.
- If parallel-fund mechanics alter economics or allocation timing, ensure the temporal order of commitments, closings, investments, and distributions is coherent across all related provisions.
- Use one entity-description convention for the general partner and related manager/adviser entities throughout; do not vary the label across sections.
- The issues memo should track the relationship between source documents: precedent versus term sheet versus supporting materials, and highlight where they diverge.

## 6. Output structure conventions

- Produce the LPA draft as the primary deliverable and the issues memo as a separate secondary deliverable.
- The LPA should read as a complete operative agreement, not a summary of changes or a partial markup.
- The issues memo should use an issue-by-issue format with a uniform severity label for each item, an explanation of the conflict or open point, the affected document/provision, and the practical consequence.
- Each issue entry should end with a concrete recommendation identifying who should act and when, anchored to the transaction timeline or the next drafting milestone.
- Avoid relying on the memo to carry drafting choices that belong in the agreement itself.
- Confirm in the final workstream that the draft file exists and contains operative clauses, and that the memo file exists as a separate non-empty document.