Scenario 08

---
name: draft-lpa-scenario-08
task_id: funds-asset-management/draft-lpa/scenario-08
description: Draft a master fund limited partnership agreement with a parallel vehicle structure, anti-corruption provisions using generally applicable international frameworks, aggregate concentration limits across vehicles, and a companion drafting memorandum.
activates_for: [planner, solver, checker]
---

# Skill: Draft Master Fund LPA with International Anti-Corruption Provisions

## 1. Subject-matter triage

- Treat the master fund LPA as the primary deliverable and the drafting memorandum as secondary.
- Confirm the fund structure first: master fund, feeder or parallel vehicle mechanics, allocation of investments, and which provisions must operate on an aggregate cross-vehicle basis.
- Identify whether the source set contains conflicting concentration caps, conflicting fee-base mechanics, or any early-termination treatment for the investment period.
- If the source set includes multiple vehicles, periods, or limit regimes, enumerate them before drafting so the operative clauses can be made internally consistent.

## 2. Failure modes the skill is correcting

- Omission of anti-corruption flow-down obligations requiring portfolio-company acquisition documentation to include anti-corruption covenants and representations.
- Drafting concentration limits only at the master-fund level instead of applying them across the master fund and all parallel vehicles in the aggregate.
- Leaving unresolved any inconsistency where the governing materials state different concentration limits in different places.
- Failing to address how the management-fee base changes if the investment period ends early rather than on the ordinary step-down date.
- Drafting the memorandum as a description of issues rather than a decision-oriented note that flags unresolved points, source conflicts, and drafting choices.
- Treating referenced international anti-corruption frameworks as generic boilerplate instead of tying them to the fund’s actual nexus and compliance purpose.

## 3. Legal frameworks / domain conventions that apply

- Draft the anti-corruption covenant as a substantive operative provision, not a recital.
- Include the generally recognized international anti-corruption frameworks applicable to the transaction and investor base, and state them accurately by name in the provision or memorandum where the source materials call for them.
- Where the source set invokes anti-bribery compliance, link fund-level obligations to portfolio-company diligence, ongoing policies, and acquisition-document covenants.
- Use the governing materials’ source hierarchy to reconcile conflicts: if the precedent, source materials, and caution memos differ, the more specific fund-formation instruction should control over generic precedent language unless the materials indicate otherwise.
- Apply concentration limits in a manner consistent with master-feeder or master-parallel economics: if the limit is intended to constrain a single investment program, the calculation should not be defeasible by splitting the position among vehicles.
- If the investment period can terminate early for a specified reason, address whether the fee base steps immediately to invested capital or follows the ordinary date-based step-down; do not leave the clause silent if the source set raises the issue.
- When citing legal or compliance support in the memorandum, name the authority or framework being used rather than asserting an uncited conclusion.

## 4. Analytical scaffolds

1. Read the precedent LPA, the source materials, and any structuring or caution notes as one integrated drafting record.
2. Identify the operative economic terms that must be preserved, revised, or harmonized across vehicles.
3. Draft the anti-corruption provision with: fund-level covenants, portfolio-company policy requirements, acquisition-agreement flow-downs, and the applicable international framework references.
4. Draft concentration-limit language to apply across all relevant vehicles in the aggregate, and check that the drafting matches the intended economics.
5. Compare every stated concentration cap or related investment limit across the source set; if they differ, reconcile the conflict and flag the draft choice in the memorandum.
6. Address management-fee base mechanics expressly for any early investment-period termination scenario.
7. Prepare the memorandum as a concise drafting note that identifies open items, conflicts resolved, and points needing business confirmation.

## 5. Vertical / structural / temporal relationships

- The master fund and any parallel vehicles must be read together for limit calculations, allocation mechanics, and aggregate concentration testing.
- Economic provisions that depend on time — especially investment-period end, fee step-down, and transition mechanics — must specify what happens if the ordinary timeline is displaced by an early-termination event.
- Compliance obligations should descend vertically from fund-level covenants to portfolio-company conduct through acquisition documentation and ongoing monitoring.
- If a source document is higher priority than a precedent on a specific point, the specific instruction controls that clause, but only to the extent the source hierarchy supports that result.

## 6. Output structure conventions

- Produce the master LPA draft first, then the drafting memorandum.
- The LPA should read as operative transaction documentation, with complete clause language rather than placeholders or narrative explanations.
- The memorandum should be advisory and decision-focused: identify the drafting issues, the source conflict or gap, the chosen treatment, and any remaining business or legal confirmation needed.
- Use conventional fund-document headings and clause architecture; do not mirror the source materials’ internal checklist or the rubric’s hidden issue labels.
- Keep the anti-corruption section substantive and integrated with the compliance covenant package, not isolated as a generic boilerplate paragraph.
- Before finishing, verify that the primary file contains operative clauses and that the memorandum reflects the drafting choices rather than merely summarizing the source materials.