Read the subscription agreement start to finish and it changed my check size
First LP position, $35k into a small industrial deal. I'd already decided to invest before I read the documents, which I now think is backwards.
I printed the whole thing, 94 pages between the PPM, operating agreement and subscription agreement, and read it over three evenings with a highlighter. Three things I found that I'd have missed skimming.
The capital call provision. The sponsor can call up to 25 percent of committed capital in additional contributions, and if I don't fund my share my interest gets diluted on a punitive formula. That's not unusual, but it meant my real exposure was $43,750, not $35k. Changed how I sized it.
The distribution language said "available cash flow as determined by the manager in its sole discretion" after reserves. No reserve floor specified. So the manager could hold cash indefinitely and be entirely within the agreement.
And the fee schedule in the PPM listed four fees. The operating agreement listed six. The two extra were a construction management fee and a guaranty fee to the sponsor for signing on the loan. I asked about it and got a straight answer, that the PPM summary wasn't exhaustive, which is fair, but I'd have relied on the summary.
What nearly broke it: I almost didn't ask about the fee discrepancy because I felt like I was being difficult. The sponsor's response was fine and they sent a reconciled schedule.
What I'd keep: read the documents before you decide, not after. And ask the awkward question. Ended up putting in $25k instead of $35k, keeping the rest against the capital call.