Draft Evergreen Capital Fund V Lpa

Skill: Draft Limited Partnership Agreement

1. Subject-matter triage

• This task is a full fund-document drafting exercise, not a memo or issue list.
• Draft the LPA itself as the primary deliverable; do not stop at notes, a checklist, or a term sheet.
• If source materials conflict, choose one operative formulation, preserve the business deal, and flag the resolution in bracketed drafting notes.
• If a term is unresolved or depends on client instruction, leave a bracketed open issue rather than inventing specificity.

2. Failure modes the skill is correcting

• Drafting an LPA that reads as a patchwork of source materials instead of a coherent governing agreement.
• Leaving internal conflicts unresolved between economics, governance, and operational mechanics.
• Omitting bracketed drafting notes where the source set contains a conflict or ambiguity.
• Blending distinct fund-level mechanics that must be selected one way or the other, such as capital commitment methodology, waterfall design, MFN scope, expense allocation, or removal-fee mechanics.
• Failing to translate side-letter or special-investor terms into a clean general-form agreement with a clear hierarchy of application.
• Drafting a provision that depends on a defined term without either defining it or marking the gap for client decision.
• Missing the interaction among recycling, borrowings, and investment capacity, which can create over-commitment if left unstated.
• Overwriting source-driven special rights, such as investor-specific co-investment or excusal mechanics, by generalizing them away.

3. Legal frameworks / domain conventions that apply

• Treat the LPA as a private-fund partnership agreement governed by the chosen partnership statute, the fund’s tax architecture, and ordinary contract-construction principles.
• Use standard fund-document conventions for defined terms, waterfall sequencing, recycling mechanics, fee offsets, excuse rights, transfer restrictions, removal provisions, and side-letter interaction.
• Resolve GP commitment methodology expressly; a fixed commitment and a percentage-based commitment are different drafting choices and should not be left to implication.
• Select one waterfall architecture and draft it consistently across distributions, clawback, and carry-related definitions; do not mix deal-by-deal and whole-fund mechanics in a way that creates internal inconsistency.
• If a deal-by-deal waterfall is selected, include a coherent interim clawback / true-up construct that matches the carry payment cadence.
• Tie recycling and subscription facility usage to clear caps or sequencing rules so aggregate deployment does not exceed the intended commitment envelope.
• Draft MFN language to match the intended scope of side-letter comparability, and align elections, exclusions, and timing mechanics with that scope.
• Resolve broken-deal expenses by one allocation methodology only; pro rata and conduct-sensitive tiering are not interchangeable.
• For no-fault removal, define the fee base, trigger, and payment mechanics with precision; if the source concept refers to a term that is unclear, fix the definition in the draft and flag the issue.
• Where a special LP right varies from the general rule, state the specific notice period, threshold, allocation priority, and any conditions to exercise it.
• [Bracket any governing-law, partnership-statute, tax, or securities-law assumptions that must be confirmed against the source package before final execution.]

4. Analytical scaffolds

• Build the draft from the top down: defined terms, partnership formation, capital mechanics, investment mandate, management and expenses, distributions, governance, transfer limits, removals, conflicts, and closing provisions.
• When multiple source formulations exist for one topic, choose the operative formulation first, then insert a bracketed note identifying the conflict and the reason the adopted text controls.
• Keep economic mechanics internally consistent across definitions, operative clauses, and any examples or timing mechanics.
• Draft each special mechanic as a self-contained clause set, then cross-check it against the defined terms and any related exceptions.
• Use bracketed notes for both resolved conflicts and open items, but keep the notes adjacent to the affected provision rather than collecting them in a separate memo.
• When a provision depends on another clause, draft both sides together so the agreement does not contain circular or incomplete references.
• For any investor-specific right, state the baseline rule first and then the carve-out or special overlay.
• If the source set suggests more than one possible treatment for a topic, do not average them; select one path and document the selection.

5. Vertical / structural / temporal relationships

• Align commitment-period concepts, closing mechanics, and capital-call timing so the agreement works from initial closing through final close and beyond.
• Sequence distributions so capital return, preferred return, catch-up, and carried interest logic match the selected waterfall and the timing of realizations.
• Make recycling and borrowing rules temporally coherent: specify when proceeds may be recycled, when facility borrowings affect capital accounts or unfunded commitments, and when limits apply.
• Distinguish initial fund formation rights from later-stage operational rights, including excuse rights, removal rights, and any special co-investment notice windows.
• If a right is limited by deal size, investor size, or notice timing, state the measurement point and the relevant comparison period.
• Make the interaction among side letters, MFN elections, and class-wide provisions explicit so later-delivered rights do not override earlier-drafted general terms by accident.

6. Output structure conventions

• Produce a complete LPA draft in conventional fund-document order, not a summary.
• Include bracketed drafting notes immediately after the affected clause or subclause, using them to flag resolved conflicts and open drafting decisions.
• Use standard legal drafting conventions: numbered articles, defined terms, capitalized terms used consistently, and operative language that can be executed as a standalone document.
• Draft the agreement so every core economic term is usable without a separate explanatory memo.
• Preserve the source hierarchy when reconciling conflicts, and reflect that hierarchy in the operative text rather than in commentary alone.
• Include any necessary exhibits, schedules, or annex-style provisions if they are required for completeness under the source package.
• Keep the final document self-contained and ready for conversion into the requested file format.
• Ensure the primary deliverable is the draft LPA itself; do not let any ancillary note eclipse the operative agreement.