Scenario 07

---
name: draft-lpa-scenario-07
task_id: funds-asset-management/draft-lpa/scenario-07
description: Draft the Fund V LPA from the Fund IV precedent, incorporating the term sheet, LP counsel memo, waterfall correction memo, market terms report, and equalization emails; flag conflicts and open questions separately.
activates_for: [planner, solver, checker]
---

# Skill: Draft limited partnership agreement for successor fund

## 1. Subject-matter triage (only if applicable)

- Treat the prior-fund LPA as the base document, but let the current fund term sheet control new economics.
- Read the precedent, term sheet, counsel memo, waterfall correction material, market-terms report, and equalization correspondence together before drafting.
- Separate mandatory deal terms from negotiation points and from open drafting questions.
- If source materials conflict, resolve by hierarchy: current fund terms, then correction materials, then market practice, then precedent language.
- Draft the agreement first, then prepare the issues list after the operative document exists.

## 2. Failure modes the skill is correcting

- Carrying forward precedent language that no longer matches the successor fund economics.
- Missing a required correction to the distribution waterfall and leaving the old mechanics in place.
- Failing to implement later-closing investor equalization mechanics consistently across capital accounts, allocations, and records.
- Ignoring counsel comments that require an explicit accept / reject / partial-accept disposition.
- Blending open questions into the draft instead of flagging them separately.
- Treating market-terms observations as automatic edits rather than comparing them against the controlling deal documents.

## 3. Legal frameworks / domain conventions that apply

- Use partnership-agreement drafting conventions for funds: defined terms, capital commitments, capital calls, allocations, distributions, transfers, excuse rights, and dissolution mechanics.
- Apply the governing law and partnership-law baseline used in the precedent unless the source materials require a change.
- Preserve internal consistency across economics provisions, capital-account provisions, and distribution provisions.
- When the source set identifies a drafting correction, implement the corrected economics rather than merely noting the defect.
- When benchmark language appears in the fund documents, update it to the applicable replacement-rate framework, including spread adjustment, fallback language, and the stated compounding or averaging convention.
- Keep equalization mechanics economically neutral as between early and later closers, and make the accounting treatment explicit in the agreement.
- Treat market terms as a reasoned comparison, not a wholesale override of negotiated fund terms.

## 4. Analytical scaffolds

1. Build a source map: precedent language, current terms, counsel comments, correction memo, market summary, and equalization materials.
2. Identify every place where legacy benchmark language, waterfall mechanics, or closing-date mechanics appear.
3. Draft the successor fund economics by substituting the current terms into the precedent structure.
4. Correct any waterfall issue described in the source materials, then check the sequence of tiers and the stated economics for internal coherence.
5. Translate equalization instructions into operative LPA language covering timing, rate basis, allocation treatment, and participation from the effective date.
6. For each counsel comment, decide: implement, reject with rationale, or partially implement with the remaining difference stated.
7. Create a separate issues list that records each unresolved point, each partial acceptance, and each conflict between sources.
8. Use plain-text markers or drafting notes in the issues list so the disposition is clear even outside formatting.
9. Keep the draft clean: do not leave unresolved questions embedded in operative provisions unless the uncertainty is intentional and identified.

## 5. Vertical / structural / temporal relationships (only if applicable)

- The predecessor agreement supplies structure; the successor fund term sheet supplies updated economics.
- Correction materials override the predecessor only for the identified drafting defect.
- Equalization mechanics must work across the relevant closing window and feed through the partnership’s capital-account and distribution architecture.
- Later-closing investors should be placed on an economically comparable footing from the agreed effective date, subject to the exact mechanics in the source documents.
- Counsel comments are evaluated against the current fund terms and market practice, but they do not displace negotiated sponsor decisions unless the source set says otherwise.

## 6. Output structure conventions

- Produce the draft limited partnership agreement as the primary deliverable, and ensure it is complete and operative before preparing any secondary memorandum.
- Produce a separate drafting-issues list that is organized by discrete item, uses an explicit severity scale stated once at the top, and gives each item a short disposition.
- For each issue entry, include the source of the issue, the governing comparison point, and the action taken or recommended.
- Keep conflicts and open questions separate from cleanly implemented changes.
- If the source set yields a single unresolved topic, say so explicitly; if it yields multiple topics, enumerate them before discussing dispositions.
- Use conventional legal drafting headings rather than replicating any internal checklist or rubric labels.
- Confirm in the final working product that the draft file contains substantive clauses and that the issues file contains actual dispositions, not summaries of the task.