Scenario 13

---
name: draft-lpa-scenario-13
task_id: funds-asset-management/draft-lpa/scenario-13
description: Draft a successor fund limited partnership agreement by reconciling prior-precedent terms against updated term-sheet instructions, resolving any internal inconsistency in the post-investment-period fee basis, and adding parallel-vehicle provisions using general fund-structuring principles where no precedent language exists.
activates_for: [planner, solver, checker]
---

# Skill: Draft Successor Fund LPA — Parallel Fund Structure and Fee Basis Inconsistency

## 1. Subject-matter triage
- Treat the fund LPA as the primary deliverable and the issues memo as secondary.
- Draft the Fund III LPA first, then prepare the issues memo only after the LPA is complete and non-empty.
- If the source materials include more than one investor class, parallel vehicle, or jurisdictional track, separate them before drafting; do not merge distinct mechanics into a single generic provision.
- If a source point is unresolved, preserve it as an explicit open point in the memo rather than silently selecting a business-friendly answer.

## 2. Failure modes the skill is correcting
- Drafter carries forward prior-fund economics and governance terms without systematically checking each term-sheet provision against the precedent, leaving term-sheet changes unimplemented.
- Drafter fails to detect or resolve an internal inconsistency in the post-investment-period management fee basis, choosing one version arbitrarily without flagging the conflict in the issues memo.
- Drafter omits parallel-vehicle provisions because they are absent from the precedent, rather than drafting them fresh from general fund-structuring principles.
- Drafter copies precedent mechanics into the successor fund even where the term sheet changes waterfall timing, preferred return mechanics, fee basis, or governance symmetry.
- Issues memo collapses implemented changes, sponsor decisions, and structural additions into one narrative instead of separating them.
- Secondary deliverables are drafted before the operative agreement, leaving the file set incomplete.

## 3. Legal frameworks / domain conventions that apply
- Use successor-fund drafting discipline: the precedent governs only where the term sheet is silent; the term sheet controls where it differs; unresolved items are flagged, not invented.
- Implement the waterfall and preferred return consistently across definitions, distribution mechanics, and any illustrative schedule or annex; do not let the same economic concept vary by section.
- Where the fee basis is described in more than one way, draft one internally consistent operative formulation and identify the alternative reading as an open issue.
- For a parallel vehicle, address allocation between the main fund and the parallel vehicle on a pro rata basis, aggregation of commitments for fees, consolidated carry mechanics, governance symmetry, and any jurisdiction-specific mechanics tied to the vehicle’s domicile.
- If the general partner is organized outside the fund’s formation jurisdiction, state the fund’s governing-law/formation framework separately from the general partner’s entity details and align authority, execution, and indemnity language accordingly.
- Use controlling authority and market-standard fund-structuring conventions as the basis for any new clause that has no precedent analog; do not imply that silence in the precedent means omission is acceptable.

## 4. Analytical scaffolds
- Build a term-sheet / precedent comparison map for economics, governance, transfer, removal, reporting, allocation, and parallel-vehicle mechanics before drafting.
- Reconcile each term-sheet change against the precedent and decide one of three outcomes: implement, preserve, or flag for sponsor decision.
- Identify every reference to post-investment-period management fees, preferred return, and waterfall ordering; make the operative draft internally consistent even if the source language is not.
- Draft new parallel-vehicle provisions from general fund-structuring principles where the precedent does not speak, then mark those provisions as new drafting points requiring sponsor review.
- Keep the preferred return convention identical wherever it appears; if the source materials use the same concept in more than one place, carry the same rate, compounding, and timing convention through the whole document set.
- Separate open drafting questions from substantive inconsistencies: an open question is an incompletely specified business choice; an inconsistency is a conflict within the source set that requires sponsor confirmation.
- Prepare the issues memo as a decision aid, not a commentary essay: state the change, the source tension, the drafting treatment, and the practical consequence.

## 5. Vertical / structural / temporal relationships
- The parallel vehicle sits alongside the main fund and should be treated as a coordinated investment track, not as a separate unrelated fund.
- Allocation mechanics should be described as operating contemporaneously across vehicles so that one investor cohort is not advantaged by timing or aggregation effects.
- Fee aggregation and carry consolidation should be drafted to operate across the combined commitment base where the source documents contemplate a parallel structure.
- Governance provisions should track across both vehicles unless the source materials expressly justify asymmetry.
- If the source set does not specify whether parallel-vehicle terms live in the main LPA, a separate parallel-vehicle agreement, or a side letter, flag that placement as a sponsor decision point.

## 6. Output structure conventions
- Deliver the Fund III LPA as the primary artifact first, written as a complete operative agreement rather than a summary or outline.
- Deliver the issues memo second, organized by issue category: implemented term-sheet changes, internal inconsistencies requiring sponsor decision, structural additions with no precedent analog, and open drafting questions.
- In the issues memo, state the nature of each issue, the source of the tension, the drafting position taken, and the consequence of that position for the fund documents.
- Use an explicit severity label for each memo entry on a consistent ordinal scale, and apply it uniformly.
- End the memo with a Recommended Actions block that assigns each action to a responsible role and ties it to the transaction timeline or execution milestone.
- Before finishing, confirm by name that the LPA file exists and contains operative clauses, and that the issues memo file exists and contains actual issue analysis rather than a placeholder.