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The Limited Partnership Agreement Private Equity is a foundational document used when establishing a private equity fund in Hong Kong. It is particularly relevant following the introduction of Hong Kong's Limited Partnership Fund Ordinance in 2020, which modernized the territory's fund structure regime. The agreement serves as the primary governing document that outlines the fund's structure, operation, and governance, including capital commitments, investment parameters, management responsibilities, and economic arrangements between partners. It incorporates specific provisions required by Hong Kong law while aligning with international private equity practices, making it suitable for both local and international investors. The document is crucial for funds seeking to leverage Hong Kong's position as a leading Asian financial center and its sophisticated legal and regulatory framework.

1. Parties: Identification of the General Partner, Initial Limited Partner, and any other founding partners

2. Background: Context of the partnership formation and its intended purpose as a private equity fund

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. Formation and Name: Establishment of the partnership, its name, and registration under Hong Kong law

5. Term and Termination: Duration of the partnership, extension provisions, and termination circumstances

6. Capital Contributions: Rules regarding partner capital commitments, drawdowns, and default provisions

7. Capital Accounts: Maintenance and adjustments of partner capital accounts

8. Investment Strategy and Restrictions: Fund's investment objectives, permitted investments, and investment restrictions

9. Management and Operation: Powers and duties of the General Partner, investment decisions, and operational procedures

10. Advisory Committee: Formation, composition, and powers of the Limited Partner Advisory Committee

11. Distributions: Distribution waterfall, timing, and clawback provisions

12. Transfer of Interests: Restrictions and procedures for transferring partnership interests

13. Fees and Expenses: Management fees, partnership expenses, and cost allocation

14. Reports and Valuations: Financial reporting obligations and valuation methodologies

15. Liability and Indemnification: Liability limitations and indemnification provisions for partners

16. Confidentiality: Confidentiality obligations regarding partnership information

17. Governing Law and Dispute Resolution: Choice of Hong Kong law and dispute resolution mechanisms