Scenario 04

---
name: draft-lpa-scenario-04
task_id: funds-asset-management/draft-lpa/scenario-04
description: Draft a healthcare fund limited partnership agreement by adapting a generic precedent to incorporate investor-requested provisions, healthcare-specific representations, LPAC governance terms, and no-fault GP removal mechanics, while verifying internal consistency and cross-references.
activates_for: [planner, solver, checker]
---

# Skill: Draft Healthcare Fund LPA

## 1. Subject-matter triage
Draft the fund agreement as the primary deliverable. Read the precedent, term sheet, investor requirements, removal emails, commitment schedule, and healthcare memo before drafting. Treat those materials as controlling for investor-specific economics, governance, and healthcare-risk provisions, and use the precedent only as structural guidance.

When multiple investors, side-letter concepts, fee cases, or governance triggers appear, enumerate the relevant items first and draft each affected provision against the full set rather than collapsing them into a single example.

## 2. Failure modes the skill is correcting
- Leaving residual cross-references after restructuring no-fault removal, key person, fee, dissolution, or LPAC provisions
- Omitting investor-mandated healthcare restrictions, consent rights, or governance mechanics
- Misstating fee bases, step-down timing, recycling treatment, or related defined terms in only one location
- Drafting replacement key-person mechanics that operate without LPAC approval where required
- Failing to align organizational details, including the registered agent address, with the governing entity records
- Producing a partial memo instead of a complete operative agreement

## 3. Legal frameworks / domain conventions that apply
Use Delaware limited partnership drafting conventions for the organizational, authority, indemnity, dissolution, and amendment architecture unless the source materials require otherwise.

Healthcare fund-specific provisions should be drafted to address:
- limited partner healthcare-regulatory compliance representations where investor status could create portfolio-company or fund-level issues
- LPAC consent for GP-affiliated commercial arrangements involving portfolio companies to manage conflicts and disclosure concerns
- LPAC approval before a proposed replacement key person counts as satisfying the key-person requirement

No-fault GP removal mechanics must be internally consistent across the agreement. After any restructuring, review every clause that references the removal regime and update stale section numbers, including economic provisions, dissolution triggers, and LPAC powers.

Fee and recycling conventions must be harmonized across definitions, operative provisions, and any waterfall language that references management fees or recycled capital. If the investment period ends on a defined step-down date, that date must be consistent wherever used.

## 4. Analytical scaffolds
1. Read the governing materials and extract every required investor-specific or healthcare-specific change.
2. Start from the precedent’s structure, then revise the operative provisions before polishing defined terms.
3. Draft the healthcare compliance representation for limited partners in a form that fits the fund’s investor base.
4. Draft LPAC consent mechanics for affiliated commercial arrangements with portfolio companies.
5. Draft LPAC approval mechanics for any replacement key person.
6. Restructure the no-fault removal provision if needed, then perform a whole-document cross-reference sweep.
7. Reconcile fee definitions, fee section language, waterfall references, and any recycling cap language so the same economics are stated the same way throughout.
8. Verify organizational particulars, including the registered agent information, against the source records.
9. Check every defined term, internal reference, and exhibit/schedule callout against the final operative text before export.

Where the source materials conflict, prioritize the later or more specific investor instruction, then conform the remainder of the document to that choice.

## 5. Vertical / structural / temporal relationships
The term sheet and investor requirements control the deal-specific economics and governance. The healthcare memo controls risk-sensitive drafting. The precedent controls only formatting and baseline fund architecture.

Temporal sequencing matters: confirm the operative no-fault removal language first, then propagate its section references through the remainder of the agreement; confirm fee period and step-down timing next; then reconcile recycling, distribution, and dissolution provisions against those finalized definitions.

## 6. Output structure conventions
Produce a complete, signable fund LPA in conventional agreement form, with definitions, formation, capital commitments, investment period, fees, allocations, transfers, LPAC governance, key person provisions, removal provisions, dissolution, amendments, and schedules integrated as needed.

The final output must be the operative agreement itself, not a summary, outline, or issue list. Before finishing, confirm that the named deliverable is present and non-empty, and that it contains operative clauses rather than commentary about what should be drafted.

Where legal propositions are stated, use the controlling authority or governing-source citation that supports the drafting choice, and do not leave uncited legal assertions in explanatory text.