Draft Evergreen Capital Fund V

---
name: draft-evergreen-capital-fund-v-lpa
task_id: corporate-ma/draft-evergreen-capital-fund-v
description: Guides drafting of a complete private equity fund limited partnership agreement by reconciling conflicts across source materials, with bracketed notes resolving key economic and governance discrepancies, including commitment methodology, distribution waterfall structure, recycling and credit facility interactions, MFN scope, broken deal expense allocation, and no-fault removal fee ambiguity.
activates_for: [planner, solver, checker]
---

# 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.