Transactional & Contract Work

Limited Partnership Agreement (LPA) Review

Extract and analyze fund terms including fee structures, distribution waterfalls, and governance provisions for rapid comparison across fund opportunities. Can reduce initial LPA analysis effort in repeatable diligence workflows.

Claude

OpenAI

Time Saved

Varies by fund structure complexity and side-letter volume; validate with pilot metrics.

Accuracy

Consistent extraction of complex provisions

The Problem

✗Complex fee structures (management fee, carry, offsets)
✗Distribution waterfall calculations
✗GP removal and key person provisions
✗Side letter implications
✗Comparison across multiple fund opportunities

How AI Supports This Workflow

Extracts fee structures and calculates effective rates, maps distribution waterfall mechanics, identifies GP governance and removal provisions, reviews key person and most favored nation provisions, and compares terms across multiple funds.

Step-by-Step Workflow

Upload LPA

And side letters if applicable

Run fund terms extraction

Comprehensive analysis of economics and governance

Review fee structure

And waterfall

Identify negotiation opportunities

Terms that deviate from market

Generate investor summary

Memo for investment committee

Compare against

Other fund opportunities

Tool-specific Steps

Analyze this Limited Partnership Agreement for a prospective LP investor:

FUND STRUCTURE
- Fund name and size
- GP and sponsor
- Investment period and fund term
- Extension provisions

FEE STRUCTURE
- Management fee (rate, basis, step-downs)
- Management fee offsets
- Carried interest (rate, hurdle, catch-up)
- Clawback provisions
- Organizational expenses cap
- Transaction and monitoring fees

DISTRIBUTION WATERFALL
- Return of capital priority
- Preferred return structure
- GP catch-up mechanics
- Carry split above hurdle

GOVERNANCE
- Key person provisions (who, consequences)
- GP removal for cause
- GP removal without cause
- No-fault divorce provisions
- LP advisory committee rights

INVESTOR PROTECTIONS
- Most favored nation (MFN)
- Co-investment rights
- Information rights
- Transfer restrictions

Generate an investor memo summarizing economics and key terms.

When to escalate

Escalate if recommendations affect client risk posture, indemnity scope, or regulatory obligations.
Escalate if material facts or governing-law assumptions are missing or ambiguous.

Do This Now

Choose your tool tab and copy the prompt.
Run the workflow and review the top legal risks first.
Compare output against your matter facts before sharing.
Escalate to attorney review when any escalation check is triggered.
Save your final notes and move to the related tutorial for deeper practice.

Frequently Asked Questions

Can Claude calculate effective fees across different structures?

Claude can extract the fee components. For complex calculations (waterfall modeling), consider using Claude's output as inputs to a financial model.

How do I handle side letters?

Upload side letters with the main LPA and instruct Claude to identify modifications to standard terms. Side letter analysis requires understanding how they modify the base agreement.