Scenario 09

---
name: draft-lpa-scenario-09
task_id: funds-asset-management/draft-lpa/scenario-09
description: Draft a small-business investment company fund limited partnership agreement adapted from a non-specialized venture capital fund precedent, incorporating the applicable small-business investment company regulatory requirements, including priority for repayment of government leverage, investment limitations, transfer-consent mechanics, examination and records access, and a companion memo documenting all material changes from the precedent.
activates_for: [planner, solver, checker]
---

# Skill: Draft SBIC Fund LPA

## 1. Subject-matter triage
- Treat the precedent as structural guidance only; the SBIC regulatory regime controls where it conflicts with venture-fund custom.
- Draft the fund agreement first, then the comparison memo after the operative draft exists and is complete.
- Use the term sheet for fund economics and commercial deal points; use the regulatory materials for mandatory SBIC provisions.
- If a point is not fixed by the term sheet, preserve the precedent only if it does not undercut the regulatory requirements.

## 2. Failure modes the skill is correcting
- Omitting the leverage-repayment priority from the distribution waterfall.
- Leaving in a venture-style fee-offset mechanic that is inconsistent with the applicable SBIC offset rule.
- Failing to hardwire SBIC investment limits, including concentration and operating-business restrictions, into the LPA.
- Omitting regulator consent as a transfer condition for limited partner interests.
- Failing to add books-and-records retention and examination access aligned to the regulator’s rights.
- Producing a memo that describes the draft in general terms but does not isolate each material change and its basis.
- Drafting the memo as a generic summary instead of a change-by-change comparison tied to the precedent gap.

## 3. Legal frameworks / domain conventions that apply
- The SBIC regime is a binding licensing and leverage framework; any LPA term that affects leverage, economics, transfers, investments, or records must conform to it.
- The distribution waterfall should be sequenced to satisfy regulatory repayment priority before LP return and sponsor carry, with any commercial preferred return or catch-up subordinated to that requirement.
- Management-fee offsets must track the applicable regulatory offset rule, even if the precedent uses a lighter offset or retains portfolio-company fees.
- Investment provisions should reflect the SBIC operating-company mandate and the applicable concentration and asset-quality limits, rather than relying on generic venture capital language.
- Transfer provisions should include regulator consent where required, together with any notice, approval, and assignee-eligibility mechanics needed to make the restriction operational.
- Books, records, and inspection provisions should preserve the regulator’s access rights and retention expectations, and should be drafted as affirmative obligations rather than implied permissions.
- The comparison memo should be written as a legal-change memo, not a negotiation memo: identify the change, the rule driving it, and the consequence of not making it.
- Cite the governing authority by name and section or part when stating the rule used for each change, and match the citation style used in the source materials when available.

## 4. Analytical scaffolds
1. Read the precedent, term sheet, and regulatory materials together before drafting any clause.
2. Start from the precedent’s architecture, then modify each affected provision so the SBIC version stands on its own without cross-referencing a non-SBIC regime.
3. For economics, reconcile the term sheet with the regulatory constraints before finalizing distribution, fee, and allocation language.
4. For the waterfall, ensure leverage repayment is addressed before any LP return mechanics or sponsor participation.
5. For fee offsets, conform the draft to the regulatory offset requirement; if the precedent is more sponsor-favorable, call out the departure in the memo.
6. For investments, convert generic investment authority into express compliance language covering prohibited or restricted asset types and concentration limits.
7. For transfers, make regulator consent a condition precedent where required, and align the assignment mechanics with LP admission language.
8. For records and examination, pair retention language with affirmative access, inspection, and cooperation obligations.
9. For the memo, organize changes by category and, for each category, state: what changed, why it changed, and where the precedent was deficient.

## 5. Vertical / structural / temporal relationships
- The SBIC regulations override the precedent wherever the two are inconsistent.
- Commercial terms from the term sheet control over boilerplate only to the extent they do not weaken mandatory regulatory compliance.
- The leverage-repayment tier is temporally first in the distribution sequence and should be drafted as such.
- Transfer restrictions, inspection rights, and records-retention duties should operate continuously during the fund term and wind-down period, not only at closing.
- If a provision depends on regulator approval or consent, draft the approval condition into the operative clause rather than leaving it to a general compliance covenant.

## 6. Output structure conventions
- Produce two deliverables: the SBIC fund LPA draft and the precedent-comparison memo.
- The LPA should read as a finished agreement, not as notes or a partial mark-up.
- The memo should be a concise but complete change log grouped by topic, with each entry identifying the precedent gap, the SBIC rule or requirement, and the drafted fix.
- Use conventional legal drafting headings and subheadings for a fund LPA; do not mirror any hidden checklist or rubric structure.
- If multiple provisions must be changed in the same topic area, address them separately so the memo does not collapse distinct regulatory issues into one summary.
- End the memo with a short recommended-actions section identifying any open drafting or approval items that should be confirmed before execution.