Scenario 16

---
name: draft-lpa-scenario-16
task_id: funds-asset-management/draft-lpa/scenario-16
description: Draft a limited partnership agreement for a successor fund that incorporates a multi-tier carried interest structure, ESG reporting requirements, and accommodations for government or sovereign investors, while independently checking formula logic, fee-structure consistency, and conflicts among draft materials.
activates_for: [planner, solver, checker]
---

# Skill: Draft Successor Fund LPA — Multi-Tier Carry, ESG Integration, and Formula Corrections

## 1. Subject-matter triage

- Treat the LPA as the primary deliverable and the companion issues memo as secondary.
- Read the fund I precedent, term sheet, markup, side letters, investor counsel comments, and ESG framework as one integrated drafting set.
- Identify whether any source document is draft language, a negotiated position, or an operative commitment before carrying it forward.
- Separate fund terms that belong in the LPA from bilateral accommodations that may need to sit in side letters or be cross-referenced.
- If the sources contain more than one carry tier, fee period, investor class, or sovereign-government accommodation, enumerate them before drafting so each receives a distinct pass.

## 2. Failure modes the skill is correcting

- Carry mechanics are copied from a markup without independently testing the arithmetic against the stated economics.
- A tiered fee adjustment is applied in one period but omitted or inconsistently framed in another period governed by the same economics.
- The investment period anchor is imported from a precedent without checking whether the closing mechanics in the current deal require a different start point.
- ESG language remains aspirational or descriptive instead of being converted into binding fund obligations and reporting covenants.
- Government or sovereign investor accommodations are left in side letters without checking whether the core default, notice, and confidentiality provisions need internal harmonization.
- The issues memo summarizes themes but does not clearly label each conflict, source, resolution, and open business decision.
- Drafting proceeds as if all investor types are interchangeable, instead of testing special disclosure and public-records issues for public entities.

## 3. Legal frameworks / domain conventions that apply

- Multi-tier carry provisions must be internally coherent across hurdle, catch-up, and distribution tiers; each tier should be tested against the intended economic split and documented if a source ratio appears inconsistent.
- Fee provisions should be checked period by period to ensure the base, discount logic, and eligibility conditions are aligned with the operative timeline used elsewhere in the LPA.
- The investment period should be anchored to the deal’s actual closing and fundraising mechanics, and every dependent cross-reference should be checked against that anchor.
- ESG commitments should be drafted as operative covenants when the intent is to bind the fund, including reporting rights and portfolio-company information obligations needed to support the reporting cycle.
- Sovereign or governmental investors may need a narrower default remedy, tailored notice mechanics, and confidentiality carve-outs responsive to statutory disclosure regimes.
- Confidentiality provisions for public investors should permit legally compelled disclosure while preserving advance notice to the GP and the ability to seek protective relief where appropriate.
- For any legal proposition or disclosure carve-out that turns on a specific rule, statute, regulation, or common-law principle, cite the controlling authority or the operative source document naming that authority.

## 4. Analytical scaffolds

- **Carry audit:** For each carry tier, test the waterfall from first principles. Verify that the hurdle, catch-up, and split mechanics align with the intended economics before adopting any source-formula language.
- **Fee audit:** Review the investment-period fee and any post-investment-period fee separately. Confirm whether the same discount logic applies in each period and whether the fee base is described consistently.
- **Timing audit:** Locate every reference to the investment period start, first closing, final closing, and any related transition event. Reconcile all dependent provisions to one coherent timeline.
- **Sovereign-investor audit:** Review default, information rights, confidentiality, and notice provisions together. Check whether any side-letter accommodation needs to be embedded, cross-referenced, or expressly preserved against conflict.
- **ESG integration audit:** Convert ESG policy concepts into enforceable provisions. Include the GP’s application obligation, the reporting covenant, and the information-flow obligation from portfolio companies or their equivalent.
- **Conflict-resolution audit:** When source materials diverge, prefer the operative document designated for that topic, but record the divergence in the issues memo and note any unresolved business choice.
- **Drafting discipline:** Use the precedent for structure, but do not let prior language control if it conflicts with the term sheet, side letters, or the ESG framework.

## 5. Vertical / structural / temporal relationships

- Align the LPA’s hierarchy of documents so that the operative fund agreement governs generally, while side letters and investor-specific accommodations are clearly bounded.
- Track vertical dependencies between carry mechanics, waterfall provisions, and distribution definitions; a change in one may require conforming edits in the others.
- Track temporal dependencies between closing, investment period, fee periods, reporting intervals, and ESG reporting cadence.
- Where public-investor disclosure rights are implicated, align the confidentiality clause, notice requirement, and any default remedy so the provisions do not undermine each other.
- Where portfolio-company data is needed for ESG reporting, ensure the information covenant is timed and scoped to support the reporting obligation without overreaching beyond the fund’s actual operational needs.

## 6. Output structure conventions

- Produce the LPA draft as the first and controlling deliverable; only then prepare the companion memorandum.
- Draft the LPA in standard agreement form with operative provisions, defined terms, waterfall mechanics, fee provisions, ESG covenants, confidentiality, default, and any necessary accommodation language integrated into the body or expressly cross-referenced.
- Use clear, conventionally titled sections and defined terms rather than commentary-style prose inside the agreement.
- In the issues memo, label each issue, identify the source materials that raised it, describe the competing language or positions, state the drafting choice made, and flag any remaining business decision.
- Include a concise recommended actions section in the memo that assigns next steps to the relevant role and ties each action to a transaction milestone or review point.
- Before finishing, confirm that the LPA file exists and is non-empty, and that the memo file exists and is non-empty, with the operative drafting included in each.