Scenario 19

---
name: draft-lpa-scenario-19
task_id: funds-asset-management/draft-lpa/scenario-19
description: Draft a successor master fund LPA incorporating institutional-investor environmental and social requirements and multi-jurisdiction anti-corruption compliance, where the term sheet contains an inconsistency on concentration limits and the fund structure includes feeder vehicles that must be addressed in the companion drafting memorandum.
activates_for: [planner, solver, checker]
---

# Skill: Draft Master Fund LPA for a Mauritius Master Fund and Cayman Feeder Structure

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

- Confirm the master fund is the operative investment vehicle and identify the feeder entities only to the extent needed to align economics, governance, and document hierarchy.
- Separate provisions that belong in the master LPA from provisions that should be noted for feeder documents or side arrangements.
- Treat the companion memorandum as a drafting-control document: it should identify changes, unresolved points, and cross-document interactions, not restate the entire precedent.

## 2. Failure modes the skill is correcting

- Drafter writes a generic successor LPA that does not adapt the precedent to a master-feeder structure or explain which entity is bound by which covenant.
- Drafter omits the mechanics for how expenses, income, allocations, and distributions flow between the master fund and feeder vehicles.
- Drafter assumes the feeder documents simply mirror the master terms, without stating the incorporation approach or any document-priority rule.
- Drafter leaves the concentration limit unresolved where the source materials contain conflicting formulations, creating ambiguity as to the operative cap and the measurement base.
- Drafter includes anti-corruption language that is too narrow for a cross-border fundraising and investment platform, or fails to flow compliance obligations to persons acting on the fund’s behalf.
- Drafter treats environmental and social requirements as aspirational commentary rather than binding investment-process covenants with reporting and remediation mechanics.
- Drafter leaves the key person replacement period open-ended, which weakens the suspension and reinstatement mechanics.
- Companion memorandum fails to flag open issues that depend on feeder-level drafting, board approvals, or investor elections.

## 3. Legal frameworks / domain conventions that apply

- Draft the LPA as an institutional private-fund document with operative provisions that are internally consistent, commercially workable, and aligned to the fund structure described in the source materials.
- For anti-corruption, use a broad compliance covenant tied to applicable anti-bribery and anti-corruption laws and recognized cross-border compliance frameworks, rather than a single-jurisdiction formulation.
- For environmental and social commitments, use fund-level covenants that require due diligence, risk assessment, mitigation where appropriate, portfolio-company action plans where warranted, and periodic reporting to the relevant investor constituency.
- For a master-feeder structure, state expressly:
  - which entity enters portfolio investment agreements;
  - how master-level activities are economically shared across feeders;
  - whether feeder documents incorporate the master LPA by reference or operate alongside it;
  - how aggregate limitations apply across all relevant vehicles.
- For concentration limits, resolve any inconsistency by choosing one operative rule and stating the measurement basis, aggregation rule, and any look-through treatment needed for affiliated vehicles or parallel commitments.
- For key person mechanics, use a defined replacement window and a clearly stated approval path so that suspension and reinstatement are objectively administrable.
- Use ordinary fund-document conventions for defined terms, cross-references, reserved matters, advisory committee approvals, excuse rights, and disclosure-based exceptions where those appear in the source materials.
- Where the draft relies on a legal or regulatory proposition, anchor the drafting to the controlling statute, regulation, or recognized practice authority used in the materials or in standard fund practice; do not rely on naked assertions.

## 4. Analytical scaffolds

- Start by mapping the precedent against the source materials and list every materially different provision area before drafting.
- Draft the master LPA first, then prepare the memorandum only after the operative draft is complete.
- For anti-corruption:
  - state the covered persons and activities;
  - cover direct and indirect bribery and facilitation-style conduct to the extent customary in the governing framework;
  - extend compliance obligations to placement or other intermediaries where they act for the fund.
- For environmental and social provisions:
  - specify when the assessment is triggered;
  - identify whether the standard is universal or applies above a materiality threshold;
  - require incorporation of action plans where issues are identified;
  - preserve a reporting cadence that can be administered at fund level.
- For concentration limits:
  - identify each inconsistent source reference;
  - determine whether the cap is per investment, per issuer group, per sector, or another basis;
  - state whether the cap is measured at cost, fair value, or another specified metric;
  - make the aggregation rule clear for parallel and feeder exposure.
- For key person replacement:
  - specify the length of the replacement window;
  - state who approves the replacement;
  - state when the investment period suspension ends or continues.
- For the memorandum:
  - explain each substantive edit against the precedent;
  - flag drafting choices made to harmonize the master-feeder architecture;
  - list unresolved points that require confirmation from the source materials or client;
  - separate true open issues from resolved drafting changes.
- If the source materials present multiple candidate formulations for the same topic, enumerate the candidates first, then adopt one operative formulation and note why it was chosen.

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

- The master fund governs investment execution; feeder vehicles channel investor capital into the master and may require parallel economics and disclosure alignment.
- Provisions dealing with investment restrictions, compliance covenants, and portfolio-company controls typically sit at the master level, but the draft should note any feeder-level consequence where the economics or enforcement depend on it.
- Time-sensitive mechanics such as key person cure periods, approval windows, reporting deadlines, and closing deliverables should be drafted with fixed or clearly anchored periods.
- If the source set includes both precedent language and new commercial terms, preserve the precedent structure unless the new structure requires an express deviation to avoid inconsistency.

## 6. Output structure conventions

- Produce the master fund LPA draft as the primary deliverable and ensure it contains operative clauses, not a commentary on the clauses.
- Prepare the companion drafting memorandum as a secondary deliverable after the draft is complete.
- Use conventional document architecture for each deliverable: title, defined terms, operative provisions, governance and compliance provisions, transfer/economics mechanics, and closing or ancillary matters as appropriate.
- In the memorandum, organize the discussion by topic: precedent changes, new provisions, inconsistencies resolved, and open issues requiring confirmation.
- Do not rely on bespoke rubric labels; write in industry-standard drafting and memorandum form.
- Before finalizing, confirm that both named output files are produced, non-empty, and contain substantive drafting content.