Scenario 22

---
name: draft-lpa-scenario-22
task_id: funds-asset-management/draft-lpa/scenario-22
description: Draft a fund LPA for a sustainable agriculture impact fund using a precedent template and investor-facing materials, with attention to measurable impact provisions, defined exclusions, service-provider designations, and bracketed notes for unresolved drafting points.
activates_for: [planner, solver, checker]
---

# Skill: Draft Sustainable Agriculture Impact Fund LPA — ESG KPIs, Negative Screens, and Service Provider Designations

## 1. Subject-matter triage
- Draft the LPA as the primary deliverable; do not stop at an outline, memo, or term-sheet summary.
- Read the precedent, term sheet, investor materials, DDQ responses, engagement letter, and fee analysis together, then harmonize them into one operative partnership agreement.
- If the source set contains multiple possible versions of a term, reconcile them in the body of the LPA and leave a bracketed note where business judgment is still needed.
- Treat any unresolved item as a drafting placeholder, not as an invitation to omit the provision.

## 2. Failure modes the skill is correcting
- Impact language stays aspirational and never becomes binding, measurable fund-level covenant language.
- Eligibility and exclusion concepts are described loosely instead of being defined with clear scope, cross-references, and operative effect.
- Service providers are referred to generically even though the source materials identify them specifically.
- Target-investment parameters are left to implied discretion rather than stated in the agreement where the investor materials expect them to matter.
- Annual reporting obligations are drafted as soft commitments instead of enforceable covenants with a recognized reporting framework.
- Open drafting points are buried in comments or omitted entirely, leaving decision points invisible to the deal team.
- The draft imports precedent language without checking whether it conflicts with the impact strategy, fee economics, or investor-facing disclosures.

## 3. Legal frameworks / domain conventions that apply
- Draft the fund mandate as an operative investment objective, not a marketing statement; it should describe the intended investment universe, the strategy’s impact thesis, and any geographic, sectoral, or beneficiary focus.
- Any impact KPI must be measurable, with a defined metric, a measurement method, a reporting cadence, and an identified reporting owner.
- Negative screens should be drafted as defined exclusions or by cross-reference to a clearly identifiable external concept so the scope is administrable.
- If the fund targets smallholders, rural communities, specialty crops, regenerative practices, or similar categories, the qualifying criteria should be stated in the agreement rather than left to discretion.
- Service providers named in the source materials should be identified in the LPA, with the replacement mechanics set out in the agreement.
- Reporting obligations should be framed as binding covenants, with annual or other periodic delivery specified in the body of the LPA.
- Where the source documents use defined concepts, preserve them if they are internally consistent; where they are incomplete, convert them into defined terms or bracketed drafting points.
- Any legal or regulatory proposition embedded in the draft should be tied to the governing authority or source concept on which it depends.

## 4. Analytical scaffolds
- Start from the precedent architecture, then map each source document to the clause families it informs: strategy, definitions, investment restrictions, governance, expenses, reporting, conflicts, transfers, and dissolution.
- For the investment objective, identify the core asset types, the impact logic, and any express concentration or thematic focus that belongs in the mandate.
- For impact metrics, draft each KPI with: what is measured, who measures it, how often it is reported, and whether third-party verification is required.
- For exclusions, convert narrative screens into defined language with a clear boundary condition and any necessary exceptions.
- For target-investment criteria, define any size, location, or beneficiary thresholds with enough precision that a reader can tell whether a proposed investment qualifies.
- For service providers, carry forward named parties from the source materials and specify how changes are approved.
- For fee and expense provisions, align the LPA with the fee analysis and engagement materials so economics, reimbursements, and expense caps do not conflict.
- For unresolved business points, insert a bracketed note that identifies the missing input and the decision-maker needed to close it.
- After drafting, sweep the document for places where the precedent language is generic but the source materials require a specialized impact-fund formulation.

## 5. Vertical / structural / temporal relationships
- Make sure the investment mandate, exclusions, and KPI provisions work together as one hierarchy: mandate defines what the fund is for, exclusions define what it will not do, and KPIs define how success is tracked.
- Keep reporting obligations synchronized with valuation, audit, and advisory processes so the timing of impact reporting is workable.
- If a service provider performs verification, align the verification timing with the reporting cycle and any LP notice periods.
- Where the source materials introduce phase-based or transition-based concepts, distinguish launch-period provisions from ongoing operations.
- If different provisions use different thresholds or measurement periods, harmonize them or flag the inconsistency in a bracketed note.
- Preserve the draft’s internal chronology: formation, initial closing, investment period, reporting cycle, extension or wind-down, then dissolution.
- Ensure that any reserved matter, consent right, or approval mechanism is coordinated across the relevant sections rather than repeated inconsistently.

## 6. Output structure conventions
- Deliver a complete, execution-ready LPA in conventional fund-agreement form, with defined terms, operative covenants, economic terms, governance provisions, transfer mechanics, reporting, and dissolution.
- Use clear contract drafting, not commentary prose; bracketed notes are acceptable only for unresolved items that require business input.
- Keep impact provisions integrated into the operative clauses rather than isolated in a recital-only framework.
- Preserve source-specific service-provider names, fee terms, and reporting features where the materials call for them.
- Do not add a separate memo unless expressly requested; the primary output is the LPA itself.
- Before finalizing, verify that the document is complete, internally consistent, and contains operative language for all material provisions sourced from the input materials.