Scenario 05

---
name: draft-lpa-scenario-05
task_id: funds-asset-management/draft-lpa/scenario-05
description: Draft a limited partnership agreement for a fund using a precedent, incorporating term sheet changes, LP-specific side-letter requirements, investor counsel comments, and an ESG framework, with a companion issues memo documenting drafting decisions and open items.
activates_for: [planner, solver, checker]
---

# Skill: Draft LPA with Complex Multi-Source Conflicts

## 1. Subject-matter triage
- Use this skill for a Cayman Islands infrastructure fund LPA draft paired with a drafting-issues memo.
- Identify whether the source set contains a precedent, term sheet, markup, side letters, counsel comments, and ESG materials; if any are absent, state the gap and draft around the missing source rather than inventing terms.
- Treat the fund agreement as the primary deliverable and the issues memo as secondary.

## 2. Failure modes the skill is correcting
- Missing a carry waterfall or catch-up inconsistency embedded in the working draft.
- Carrying forward stale recycling or related defined-term references from the precedent into the new fund.
- Applying fee, discount, or similar economics only in one period when the term sheet extends them into another.
- Failing to harmonize the base agreement with LP-specific side-letter accommodations, especially default, remedy, reporting, disclosure, or confidentiality carve-outs.
- Drafting confidentiality language that does not preserve legally compelled disclosure mechanics for government or regulated LPs.
- Describing ESG-linked carry in aspirational terms without objective measurement, certification, review, dispute, and restoration mechanics.
- Producing an issues memo that lists concerns without tying each one to the source conflict, the drafting resolution, and the remaining decision point.
- Reversing deliverable priority by writing only the memo or by omitting a usable agreement draft.

## 3. Legal frameworks / domain conventions that apply
- Draft to the governing law and fund form reflected in the source documents; where the sources invoke Cayman fund convention, keep defined terms, transfer restrictions, admissions mechanics, indemnities, excuse rights, and distribution logic internally consistent with that structure.
- Read the term sheet as controlling economics, the precedent as the structural baseline, side letters as investor-specific accommodations, and investor counsel comments as issues to be answered in drafting or flagged for decision.
- If the source set includes an ESG framework, translate it into operative definitions, test periods, certification mechanics, committee or manager authority, dispute handling, and consequence mechanics for carry or governance.
- If the source set includes a government or sovereign LP disclosure constraint, preserve confidentiality to the extent practicable while adding notice, cooperation, and legally required disclosure qualifiers.
- Use generally recognized fund drafting conventions for waterfalls, catch-up, recycling, excuse rights, transfer restrictions, confidentiality, removal, and amendment mechanics; do not improvise a structure that breaks the distribution sequence or side-letter hierarchy.
- Cite controlling authority only when the source set itself supplies it or when a legal proposition in the memo depends on a specific known authority; do not state a legal conclusion as a free-standing assertion without the supporting rule or document basis.

## 4. Analytical scaffolds
1. Read the full source stack before drafting; map each source by function: economics, precedent structure, investor accommodation, counsel comment, or ESG policy.
2. Enumerate all distinct drafting variables that can vary by party, period, class, trigger, or election, then apply the analysis separately to each variable instead of blending them.
3. Reconcile the waterfall end to end: contribution, preferred return if any, catch-up, carry split, clawback or true-up, and any ESG-linked adjustment.
4. Check every defined term and cross-reference for drift from the precedent; update stale references and confirm that each operative provision points to the current definition set.
5. Apply term-sheet economics across every period or tranche the sources address, including any later period not reflected in the precedent.
6. For each side letter, identify whether the accommodation must be built into the base agreement, acknowledged by override language, or left to contractual priority mechanics.
7. For each confidentiality or disclosure carve-out, test whether the clause preserves legally required disclosure, notice, and cooperation while avoiding a broad waiver for all investor information.
8. For ESG-linked carry, draft the metric, measurement window, certification source, review or challenge process, remedy for disputes, and restoration or remeasurement mechanics in a way that can be administered without ad hoc discretion.
9. Draft the agreement as operative language first; then prepare the memo as a decision log of what changed, why, and what remains open.
10. In the memo, assign a clear severity label to each issue using a single ordinal scale defined at the top, and close each issue with the source conflict, the document interaction, the drafting resolution, and the consequence if left unresolved.
11. End the memo with concise next-step recommendations that tell the responsible role what to do and when relative to signing, finalization, or circulation.

## 5. Vertical / structural / temporal relationships
- The precedent is the structural baseline, but the term sheet governs commercial deviations.
- Side letters govern investor-specific accommodations only to the extent permitted by the agreement’s priority and incorporation mechanics.
- Investor counsel comments identify objections or requested changes that must be either accepted into the draft or expressly rejected in the memo with a reason.
- ESG mechanics should sit in the operative sections that control distributions, performance conditions, governance, or clawback-like restoration, not in background recitals alone.
- If the sources use different temporal anchors for investment period, fee periods, recycling periods, or measurement windows, choose one anchor consistently and note the mismatch in the memo.
- Keep the memo aligned to the draft: every flagged issue should point to the provision(s) it affects and the downstream commercial or operational consequence.

## 6. Output structure conventions
- Produce two files: the fund LPA draft first, then the drafting-issues memo.
- The LPA draft should read as a complete, executable agreement with defined terms, operative provisions, and any schedules or exhibits the sources require.
- The memo should be a concise, numbered issue log with a severity scale stated once at the top, followed by issue-by-issue entries that identify the conflict, the source documents involved, the drafting resolution, and any open item.
- Include a short Recommended Actions section at the end of the memo with imperative actions, the responsible role, and the timing anchor tied to the drafting or signing process.
- Ensure the named primary deliverable exists and is non-empty before relying on the memo; the memo must never substitute for a missing agreement draft.