# Identify Issues In Ppm > Guides preparation of a partner-ready issue memo for a private fund offering disclosure package that requires cross-document consistency review across the primary offering memorandum, governing agreement, subscription materials, adviser disclosure, and any side letter tracker. - Skill: `finchipaiorg/identify-issues-in-ppm` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/identify-issues-in-ppm` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/identify-issues-in-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/identify-issues-in-ppm --- # Skill: PE Fund PPM Issue Identification ## 1. Subject-matter triage - Treat the package as an integrated offering record: the memorandum, governing agreement, subscription materials, adviser disclosure, side letter tracker, and placement-agent materials must be read together. - First determine whether there is one fund, one offering, and one set of governing economics; if the materials disclose multiple sleeves, closings, share classes, feeder arrangements, or parallel terms, enumerate each before analyzing consistency. - Identify the governing document hierarchy before flagging conflicts, so the memo distinguishes between drafting error, disclosure mismatch, and intentional bespoke terms. ## 2. Failure modes the skill is correcting - The memorandum is reviewed in isolation, missing cross-document inconsistencies that create misstatement, investor-relations, or enforcement risk. - Risk factors are checked for generic completeness without testing whether they track the fund’s actual strategy, leverage, liquidity, concentration, valuation, and governance mechanics. - Economics are summarized without reconciling the management fee, carry, preferred return, waterfall, expense allocation, and recycling provisions across the source set. - Adviser and placement-agent disclosures are not checked against the offering materials for consistency with applicable regulatory disclosure practices. - Side letters are treated as administrative artifacts rather than disclosure items that can alter investor expectations and parity. - The memo flags problems but does not identify well-drafted provisions that reduce risk or support the partner’s negotiation posture. - Findings stop at description; they do not scale the issue, identify the interacting document or clause, or explain the downstream consequence. ## 3. Legal frameworks / domain conventions that apply - Private fund offering documents function as a disclosure package; material statements should be internally consistent and not misleading when read as a whole. - Antifraud principles under the securities laws require accuracy and completeness in disclosure, including omission risk where a material fact is left out or a conflict is obscured. - Adviser disclosure rules and related marketing/disclosure conventions require consistency between public or investor-facing descriptions and the operative fund terms. - Fee and carry disclosures must align with the governing agreement’s economics and with any side letter exceptions that affect investor treatment. - Placement-agent and solicitor disclosures should be checked against the relevant anti-fraud, pay-to-play, and compensation disclosure norms applicable to fundraising. - Subscription materials must be consistent with the admitted-investor criteria, representations, transfer restrictions, and suitability concepts described elsewhere in the package. - Side letters can create differing rights, reporting, MFN, or economics; if they exist, the memorandum should disclose their existence and the possibility of preferential terms. - Risk factor drafting should be specific to the fund’s actual portfolio construction, leverage, valuation, liquidity, concentration, regulatory, tax, and conflicts profile. ## 4. Analytical scaffolds - Start with an internal-consistency pass through the memorandum: strategy, objectives, restrictions, economics, governance, risk factors, conflicts, and transfer/redemption language should not contradict each other. - Cross-reference the memorandum against the governing agreement for each material economic term and control right, then note whether the mismatch is a drafting error, an intentional override, or an undisclosed bespoke term. - Cross-reference the memorandum against subscription materials to test whether investor eligibility, representations, ERISA / tax / AML-style certifications, and closing mechanics match the offering terms. - Cross-reference adviser disclosure and placement-agent disclosure against the memorandum for fee descriptions, conflicts, compensation, and role descriptions. - Review the side letter tracker to determine whether preferential terms, disclosure carve-outs, or reporting asymmetries are disclosed or at least flagged as existing. - Review risk factors by reference to the actual deal profile; identify omissions only where the omitted risk is tied to the disclosed strategy, structure, geography, sector, leverage, or liquidity profile. - For each issue, state severity on a uniform ordinal scale defined once at the outset: Critical, High, Medium, Low. - For each issue, include the scale or amount implicated from the source set, the interacting clause or document, and the practical consequence for the client. - If a point is supported by an express legal or regulatory authority in the source set, cite it by name and section; if not, use the generally recognized authority that supports the proposition. - Always separate issues from strengths; a strong memo is not issue-only. ## 5. Vertical / structural / temporal relationships - Map obligations across document layers: defined terms in the governing agreement, disclosure in the memorandum, investor promises in the subscription documents, and exceptions in side letters. - Track timing-sensitive terms where the source set creates sequencing risk, such as launch, first close, subsequent closings, capital call timing, fee commencement, lock-up, transfer restrictions, or reporting milestones. - Where one document conditions a right on another event or approval, test whether the memorandum states that dependency clearly and consistently. - If different closings, classes, or investor cohorts receive different treatment, analyze each cohort separately rather than collapsing them into a single representative example. ## 6. Output structure conventions - Produce a partner-ready issue memorandum, not a deal summary. - Open with a concise executive assessment that states the overall risk posture and whether the package is directionally clean, fixable, or materially inconsistent. - Use a defined severity legend once at the top and apply it uniformly to every issue entry. - Organize the body by document pair or document layer, then within each section present: issue, severity, source cross-reference, why it matters, and consequence. - Include areas of strength in a distinct section so the partner can reuse favorable drafting and negotiation points. - Close with a Recommended Actions section that gives imperative next steps, assigns each to a role reflected in the materials, and ties timing to the offering process or another relevant milestone. - Keep the tone concise, partner-ready, and litigation- and exam-aware; do not narrate the documents at length or quote them unnecessarily. - Use conventional memo headings rather than a rubric-like checklist, and do not imply a fixed minimum number of issues.