Scenario 10

---
name: draft-lpa-scenario-10
task_id: funds-asset-management/draft-lpa/scenario-10
description: Draft a digital asset fund LPA with asset-class-specific valuation provisions, multi-signature custody mechanics, staking governance, airdrop and hard-fork treatment, and a drafting notes annex flagging open issues.
activates_for: [planner, solver, checker]
---

# Skill: Draft Digital Asset / Crypto Fund LPA

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

- Treat the precedent LPA as structural guidance, but let the current term sheet control economics and closing mechanics.
- Read the custody summary, staking materials, counsel memo, and side-letter requests before drafting any operative language.
- Separate matters that belong in the LPA from items that belong in the drafting notes annex; do not bury unresolved points in boilerplate.
- If the source materials point to multiple investor accommodations or open technical questions, enumerate them first and draft against each distinct item rather than using a single generic clause.

## 2. Failure modes the skill is correcting

- Leaving standard equity-fund valuation language in place when the portfolio consists of liquid tokens, illiquid tokens, token rights, and other digital-asset exposures.
- Omitting custody mechanics that actually govern transfer approval, signer authority, succession, and operational continuity for multi-signature wallets.
- Failing to distinguish staking authority, protocol governance, airdrops, and hard forks as separate legal and tax events.
- Drafting as if all asset types, valuation dates, and liquidity conditions can be handled through one uniform pricing rule.
- Treating side-letter requests as afterthoughts instead of identifying which requests require LPA-level accommodation and which are notes-only items.
- Drafting a notes annex that summarizes issues without identifying what remains open, who must resolve it, and by when.

## 3. Legal frameworks / domain conventions that apply

- Liquid tokens are ordinarily marked to market using a specified reference source and a defined pricing time.
- Illiquid tokens, token purchase rights, and other hard-to-price positions are typically carried at cost for an initial period and then remeasured at GP-determined fair value.
- Fair value language should identify acceptable methodologies for thinly traded or unquoted positions, including observable comparable trades, model-based valuation, and third-party pricing input.
- Where a position remains subject to lock-up or transfer restriction, the drafting should permit an express discount for lack of marketability tied to the remaining restriction period.
- Valuation provisions should distinguish by asset class and valuation cadence, rather than assuming a single monthly or quarterly rule fits every holding.
- Multi-signature custody provisions should define approval thresholds by role or office, not by individual name, so the document survives personnel turnover.
- The LPA should require a succession framework for authorized signers and any operational fallback if a key holder departs, is unavailable, or loses authority.
- A proof-of-reserves concept should be included if the custody architecture contemplates independent verification of wallet balances.
- Insurance language should state what coverage is expected for self-custodied assets and whether any gap remains between policy terms and fund exposure.
- Staking provisions should expressly authorize staking if permitted, describe operational oversight, and identify slashing as an investment and operational risk.
- Protocol governance participation should be conditioned on a written governance voting policy adopted within a specified post-closing period.
- Airdrops and hard forks should be defined separately and addressed for fund accounting, tax treatment, and allocation among investors.
- Side-letter accommodations should be tested against fund-wide consistency, MFN dynamics if applicable, and any term sheet limitation on special rights.

## 4. Analytical scaffolds

1. Start from the precedent LPA’s architecture, then replace any generic fund language that does not fit digital assets.
2. Draft valuation mechanics by asset class:
   - liquid tokens;
   - illiquid tokens and token rights;
   - equity or venture-style positions if present;
   - any special-purpose or restricted holdings.
3. For each asset class, specify:
   - pricing source or valuation method;
   - valuation frequency;
   - treatment of stale, unavailable, or conflicting prices;
   - whether the GP has discretion, and the outer bounds of that discretion.
4. Draft custody provisions that answer:
   - who may approve transactions;
   - what approval threshold applies;
   - how signer roles are designated and replaced;
   - whether annual verification is required;
   - what happens if insurance is absent, reduced, or excludes a covered event.
5. Draft staking and governance provisions that answer:
   - whether staking is permitted;
   - whether any concentration, validator, or delegation limits apply;
   - who controls governance votes;
   - when the governance policy must be adopted;
   - how losses from slashing, validator error, or network events are allocated.
6. Draft token-event provisions that answer:
   - what qualifies as an airdrop;
   - what qualifies as a hard fork;
   - who receives the economic benefit;
   - whether the fund may dispose of, hold, or ignore new tokens;
   - how fund accounting and tax treatment are handled.
7. Identify any side-letter request that changes economics, governance, transfer rights, reporting, valuation, or most-favored-nation treatment, and place it either into operative text or into the notes as unresolved.
8. The drafting notes annex should be issue-oriented, not narrative: state the issue, why it matters, the source signal, and the proposed next step.

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

- The precedent fund LPA provides form; the term sheet governs economics; the custody summary governs operational reality; the staking materials govern protocol permissions; the counsel memo identifies open legal questions; side-letter requests identify bespoke investor pressure points.
- Where the documents conflict, resolve the conflict by hierarchy: economics from the term sheet, operational mechanics from the custody/staking materials, and drafting risk from counsel’s open issues.
- First-close and final-close mechanics should be expressed as timing windows tied to the fund’s closing sequence, with any minimum first-close commitment or maximum interim period stated consistently across the subscription and partnership provisions.
- If the source materials describe multiple custody or staking scenarios, draft the operative clause for the confirmed scenario and note any alternate path in the annex rather than embedding uncertainty in the main agreement.

## 6. Output structure conventions

- Produce the LPA as the primary deliverable and ensure it is complete before treating the drafting notes annex as finished.
- Use industry-conventional fund agreement organization rather than copying the exact section labels from any rubric or source document.
- The draft should read as a final-form fund agreement, not a commentary on how to draft one.
- Use defined terms consistently; do not leave digital-asset concepts floating without definitions.
- Keep operative drafting specific enough to be implementable, especially on valuation, custody, staking, governance, and token-event treatment.
- The drafting notes annex should flag open issues, unresolved assumptions, source-document tensions, and side-letter accommodations that need business or counsel confirmation.
- If the notes annex identifies a legal proposition, state the governing authority or market convention that supports the concern rather than leaving it as a bare conclusion.
- End the notes annex with action-oriented next steps directed to the relevant drafter, counsel, or business owner, tied to the transaction timeline.