# Draft Fund Ppm > Draft a private placement memorandum for a fund offering using a prior offering memorandum as a structural template, resolving cross-document inconsistencies and producing a complete, accurate offering document for prospective investors. - Skill: `finchipaiorg/draft-fund-ppm` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-fund-ppm` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-fund-ppm/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-fund-ppm --- # Skill: Draft Private Placement Memorandum ## 1. Subject-matter triage - Treat the governing fund documents as controlling; use the prior PPM only as a structure and style guide. - Identify all source documents first, then sort them by authority for each term before drafting. - If the request is only to draft the PPM, the primary deliverable is the PPM file; do not let any issues summary substitute for the document itself. - Before finishing, confirm the PPM exists, is non-empty, and reads as an operative offering memorandum rather than a notes file or outline. ## 2. Failure modes the skill is correcting - Copying a prior memorandum forward without updating fund-specific terms, causing stale or internally inconsistent disclosure. - Missing conflicts between the term sheet, governing documents, and prior PPM, or failing to decide which source controls. - Omitting strategy-specific risks, tax risks, regulatory disclosures, or conflicts that should appear in a real offering document. - Describing economic terms loosely instead of matching the governing documents on fees, carry, waterfalls, key person mechanics, removal rights, and governance. - Leaving biography or track-record statements unverified against source materials. - Failing to include the required forward-looking statements cautionary language and adviser disclosure language where material. ## 3. Legal frameworks / domain conventions that apply - A private placement memorandum is a securities disclosure document for an exempt private offering; it must be accurate, complete, and not materially misleading under the applicable private-offering regime. - Material omissions or inconsistencies can create liability exposure under the securities laws applicable to the offering. - Governing documents control fund economics and governance; the PPM must conform to them, not replace them. - The PPM should clearly distinguish binding terms from descriptive narrative, and should not overstate commitments, targets, or discretion. - Forward-looking statements and projections must be presented as non-guaranteed, subject to uncertainty, and not promises of performance. - Adviser status, registration posture, or exemption status should be stated consistently with disclosure obligations and any requested form availability. - Risk disclosure should reflect the actual strategy, investor base, leverage profile, tax footprint, and structural features of the fund. - Conflicts disclosure should cover affiliated transactions, principal or affiliate compensation, allocation policies, co-investment practices, and any sponsor obligations that may affect the fund. ## 4. Analytical scaffolds - Read the governing documents first, then compare the term sheet and prior PPM term-by-term against them. - For each economic or governance term, verify the controlling source, identify any discrepancy, and resolve it in the draft. - When multiple sources differ on the same point, state the controlling source in drafting notes and align the PPM to that source. - Enumerate all source documents and all fund terms that can vary before drafting, so no term is handled by implication. - Draft the summary, strategy, economics, governance, risk factors, regulatory matters, and conflicts sections from the verified sources rather than from memory. - Build the biographies from source materials only; verify names, titles, education, and prior experience before insertion. - Present track record information with careful distinction among realized, unrealized, and any other category used in the source set, and avoid unsupported aggregation. - Include all material risk categories the strategy suggests, including liquidity, leverage, market, valuation, tax, regulatory, operational, key person, and conflict risks. - Include the forward-looking statements caution prominently in the front matter and summarize it again where projections or targets appear. - If an issue memo or drafting notes are prepared, close each issue with the governing source, the drafting consequence, and the recommended resolution. ## 5. Vertical / structural / temporal relationships - The governing documents are the authoritative source for present fund terms; if a prior PPM conflicts with them, the governing documents control. - A term sheet may be earlier in time than the final governing documents; do not preserve an outdated formulation once a later controlling document supersedes it. - Use the prior PPM to preserve organizational flow, not to preserve stale text. - Where the source set contains multiple versions of a term, align the narrative so the temporal sequence is clear and the final draft reflects the operative version. - For any term with multiple moving parts, keep the description internally consistent across the cover, summary, detailed economics, and risk sections. ## 6. Output structure conventions - Single deliverable: `ppm.docx` - Draft the PPM as a conventional private offering memorandum with a clear cover, legends, and disclosure hierarchy. - Use a standard institutional structure: cover and legends; cautionary statements; fund overview; strategy; terms and economics; management team and sponsor; governance and service providers; risks; regulatory and tax matters; conflicts; reporting; subscription and transfer mechanics; and any required appendix or summary tables. - Keep economic terms precise and self-consistent across all sections, including fee base, offsets, distribution mechanics, carried interest, recycling, suspension rights, and removal or dissolution mechanics if applicable. - Make risk disclosure tailored rather than generic, and align it to the actual investment program and investor profile. - Include adviser availability disclosure and any representation about access to Form ADV or equivalent materials if required by the source set. - If the task also asks for issue-spotting or a companion memo, treat that as secondary; the PPM itself remains the primary deliverable and must be completed first.