Scenario 20

---
name: draft-lpa-scenario-20
task_id: funds-asset-management/draft-lpa/scenario-20
description: Draft a fund LPA by adapting a private-equity or venture-capital precedent to incorporate applicable SBIC regulatory requirements, including leverage priority in the distribution waterfall, books-and-records and examination rights, transfer-consent mechanics, investment eligibility and concentration controls, and a companion memo that compares the precedent against the revised draft on a provision-by-provision basis.
activates_for: [planner, solver, checker]
---

# Skill: Draft SBIC Fund LPA — Regulatory Overlay on Standard Equity Fund Precedent

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

- This task is a drafting-plus-comparison assignment: the primary work product is a new SBIC-compliant LPA, and the secondary work product is a memorandum explaining material changes from the non-SBIC precedent.
- Treat the SBIC compliance pass as a line-by-line overlay on the precedent, not as a generic fund-form exercise.
- Before drafting, identify the operative source set and separate mandatory regulatory insertions from deal-term choices left to the term sheet or GP memo.
- If multiple possible versions of a provision are presented in the source materials, enumerate them first and then select the version that best fits the SBIC structure.

## 2. Failure modes the skill is correcting

- Drafting proceeds as if SBIC compliance were satisfied by a few isolated references rather than by rechecking every operative section for consistency.
- The distribution waterfall is left in a standard venture-fund order instead of being conformed to the leverage-priority structure that governs SBIC borrowing.
- Books-and-records and inspection rights are underdeveloped, leaving the fund without clear obligations to maintain records or permit examination.
- Transfer restrictions omit any required regulatory consent condition, creating a mismatch between partnership transfer mechanics and SBIC approval requirements.
- Investment restrictions are drafted with generic portfolio standards rather than the applicable small-business eligibility and concentration controls.
- Management-fee offsets are carried over from the precedent without testing them against SBIC fee and expense rules.
- The comparison memo states that changes were made, but does not tie each change to the precedent gap, the applicable regulatory basis, and the drafting consequence.
- The draft is complete in narrative form but does not produce an operative agreement that can stand on its own.

## 3. Legal frameworks / domain conventions that apply

- SBIC funds operate under a regulatory overlay that affects distribution priority, permitted investments, transfer mechanics, recordkeeping, and regulator access.
- The waterfall should be drafted so that leverage-related obligations are satisfied before investor distributions, then capital return, then any preferred return or similar economics, then catch-up if used, and then residual profits.
- The books-and-records section should require maintenance of records sufficient to satisfy applicable SBA requirements and should preserve the right of inspection and examination by authorized persons.
- Transfer provisions should condition a permitted transfer on any consent required by the governing SBIC framework, in addition to ordinary GP consent and compliance conditions.
- Investment-eligibility language should reference the governing small-business standard rather than substituting a bespoke portfolio-company definition.
- Concentration controls should be drafted to track the applicable single-company investment cap and any aggregation rules required by the governing framework.
- Fee-offset language should be checked against the applicable SBIC fee and expense regime before adopting any retained-fee structure or offset carveout.
- The companion memo should be a provision-by-provision comparison, not a general summary of differences.
- Every legal proposition in the draft or memo should be anchored to the controlling authority named in the source set or, if not supplied there, to the recognized SBIC statutory and regulatory framework.

## 4. Analytical scaffolds

- Start with a compliance inventory covering: leverage-priority waterfall, books and records, examination rights, transfer consent, concentration limits, portfolio eligibility, and fee-offset treatment.
- For the waterfall, map the distribution sequence against the leverage obligations first, then the economics for investors, and only then the residual allocation mechanics.
- For each SBIC-specific covenant, ask whether the precedent already addresses the issue, partially addresses it, or omits it entirely.
- For each investment-restriction clause, test both the eligibility definition and the aggregation/concentration logic.
- For each transfer clause, test whether regulatory consent is a condition precedent, condition subsequent, or separate approval requirement.
- For each fee provision, isolate whether the precedent offsets gross fees, net fees, or portfolio-company payments, and then decide whether the SBIC overlay permits that structure.
- In the comparison memo, organize each entry as: precedent treatment, SBIC gap, regulatory basis, revised drafting response, and any open business point.
- Do not treat a regulatory citation as a substitute for drafting; the draft must contain the operative language, not merely a cross-reference.

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

- Preserve the hierarchy between fund-level economics, regulatory obligations, and investor-level distribution rights.
- Place leverage-priority language in the distribution article or equivalent economics section so it controls later partnership distributions.
- Place books-and-records and examination rights in the administrative or reporting provisions so they apply on an ongoing basis.
- Place transfer-consent mechanics in the transfer article so they govern all secondary transfers, substitutions, and assignments.
- Place eligibility and concentration controls in the investment-restrictions article so they govern each proposed portfolio investment at the time of acquisition.
- If the source materials present timing points, preserve them in the revised draft and note them in the memo as drafting changes or open business items.

## 6. Output structure conventions

- Produce the SBIC LPA draft as the primary deliverable, then the comparison memo as the secondary deliverable.
- The LPA draft should read as a complete operative agreement in conventional fund-formation form, with SBIC-specific provisions integrated into the relevant sections rather than appended as disconnected notes.
- The memo should be organized by provision or topic, using clear issue-by-issue comparisons rather than a freeform narrative.
- For each memorandum entry, state the precedent treatment, the change made, the controlling regulatory basis, and any unresolved business or drafting point.
- Use concise, transaction-ready language; do not explain the task, only draft the documents.
- Before concluding, confirm internally that the primary agreement file is the substantive deliverable and that the memo is secondary, and that both reflect operative drafting rather than summaries.