# Draft Ppm > Draft a private placement memorandum for a fund offering using a prior fund's PPM as a structural template, reconciling all source documents into a single consistent offering document with the required disclosure sections for a private fund offering. - Skill: `finchipaiorg/draft-ppm` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-ppm` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-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-ppm --- # Skill: Draft Fund Private Placement Memorandum ## 1. Subject-matter triage - Treat the prior fund PPM as a template only; the governing fund documents and current offering materials control every substantive term. - First reconcile the current fund’s economics, governance, disclosures, and legends across all source documents before drafting prose. - If source documents conflict, the disclosure must follow the controlling document hierarchy and reflect the actual operative terms, not the prior fund’s language. - Draft the completed PPM as the primary deliverable; any accompanying summary or cover note is secondary and must never substitute for the memorandum itself. ## 2. Failure modes the skill is correcting - The drafter mirrors the prior fund PPM section by section and leaves stale economics, governance mechanics, or names in place. - The summary of terms omits core offering economics, governance mechanics, or the investor protections that make the disclosure usable. - The waterfall, catch-up, and carried-interest language is summarized loosely instead of matching the governing fund terms precisely. - The key-person section is generic, incomplete, or inconsistent with the time commitments, trigger events, reinstatement mechanics, and vote timing in the source documents. - The management team section uses boilerplate biographies instead of specific role, employer, education, and representative experience disclosures. - The risk factor and conflicts sections omit fund-specific risks, side-by-side management issues, affiliate arrangements, board seats, or co-investment allocation concerns. - The fees and expenses section fails to disclose broken deal expenses and the way they are allocated. - The cover page and legends do not match the current fund name, offering size, and forward-looking statement language. ## 3. Legal frameworks / domain conventions that apply - A private placement memorandum is the principal disclosure document for a private fund offering and must be internally consistent with the fund’s operative documents. - The PPM must accurately disclose material economics, governance rights, risks, conflicts, and subscription mechanics to reduce misrepresentation exposure and investor confusion. - The cover page should present the fund name, sponsor or manager, offering size, and the required legends, including the forward-looking statements disclaimer if used in the source set. - The summary of terms should present the offering in a standardized, investor-facing format that allows quick comparison of the current fund’s economics and governance. - The investment strategy section should describe mandate, asset class focus, geographic or sector scope, use of leverage if applicable, and principal portfolio construction features. - The risk section should cover market, liquidity, valuation, leverage, concentration, key person, regulatory, tax, and strategy-specific risks, plus any risks unique to the current offering. - The management team section should identify each key person and provide role, prior employer history, education, and representative investment or operating experience as disclosed. - The conflicts section should describe material conflicts and mitigation procedures, including multiple vehicle management, affiliate dealings, board service, and allocation processes. - The fees and expenses section should accurately state management fee mechanics, carried interest, expense allocations, and fundborne costs, including broken deal expenses. - The distribution waterfall must track the governing fund documents exactly, including tiers, preferred return if any, catch-up mechanics, and residual split. - If the governing documents use a GP catch-up, describe it as a target allocation until the general partner reaches the agreed profit share, not as an arbitrary standalone split. - Key-person disclosures must include the relevant persons, the applicable time commitment threshold, trigger events, suspension effect, reinstatement process, voting threshold, and vote timing. - Subscription and regulatory sections should cover investor eligibility, subscription process, transfer restrictions, ERISA or retirement-plan matters if relevant, tax considerations, and any registration or exemption language reflected in the source materials. ## 4. Analytical scaffolds - Reconcile first: build a source-by-source map of current fund terms, governing provisions, bios, compliance disclosures, and prior-template carryovers that must be updated or removed. - Normalize economics: confirm the fund size, term, investment period, fee base, carry, preferred return, recycling, expense allocation, and distribution mechanics are consistent across all materials. - Align governance: verify key-person mechanics, advisory committee or investor committee references, voting thresholds, suspension consequences, and reinstatement mechanics. - Draft the offering summary as an investor-facing table or similar compact summary that captures the current fund’s essential economics and governance in one place. - Draft the waterfall in sequential tiers and ensure each tier is described in the same order and with the same terminology used in the operative documents. - Draft key-person language with the actual threshold, trigger, effect, vote, and reinstatement timing; avoid leaving these mechanics implicit. - Draft management biographies using named prior employers, educational background, current responsibilities, and representative transactions or investments disclosed in the source materials. - Draft conflicts disclosures by identifying each material conflict and then pairing it with the mitigation or allocation practice used by the adviser or sponsor. - Draft risk factors in a fund-specific way; generic market-risk boilerplate is insufficient where the offering documents identify more specific exposures. - Draft the cover page and legends last, after the operative economics and governance terms are locked. ## 5. Vertical / structural / temporal relationships - Treat the PPM as a hierarchy of disclosures: cover and legends first, then offering summary, then strategy and risks, then management and conflicts, then economics, then waterfall, then regulatory and subscription matters. - Keep all cross-references synchronized across the document; a change in carry, fee base, term, or key-person trigger must propagate through every affected section. - Preserve temporal logic: - investment period mechanics should match the fund term and any suspension periods; - key-person suspension should affect the investment period exactly as described in the source documents; - reinstatement should occur only through the stated process and within the stated voting window; - distribution mechanics should align with the sequence of capital return, preferred return, catch-up, and residual allocation. - If multiple key persons, conflicts, or investor eligibility categories exist, list and reconcile them explicitly rather than compressing them into a single representative description. - Do not let the prior PPM’s section order override the current fund’s operative chronology where the source documents require a different presentation. ## 6. Output structure conventions - Produce a single, polished PPM in conventional fund-offering form, suitable for conversion to `ppm.docx`. - Use industry-standard headings and subheadings rather than mirroring any hidden checklist. - Include a concise cover page with the current fund name, sponsor or manager, and required legends. - Include a clear summary of terms section that captures the principal economic and governance terms in one readable block or table. - Include separate sections for strategy, risks, management team, conflicts, fees and expenses, distribution waterfall, key-person provisions, regulatory matters, and subscription procedures. - Ensure every disclosed term is consistent with the governing source documents and with every other section of the PPM. - Use specific biography disclosures for each key person, not generalized descriptions. - Include broken deal expense disclosure in the fees and expenses discussion. - End with subscription mechanics and any investor eligibility or transfer restrictions reflected in the source materials. - Before finalizing, confirm the document is complete, internally consistent, and reflects the current fund rather than the prior template.