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A Limited Partnership Fund (LPF) is an investment fund structure consisting of at least one General Partner (GP) and one or more Limited Partners (LPs). The GP manages the fund and is responsible for day-to-day operations, while LPs are mainly capital providers.
LP interests are generally offered only to professional investors, such as institutions, family offices, high-net-worth individuals, and qualified corporates that meet relevant asset or portfolio thresholds. This is to ensure investors understand and can bear the risks of private, illiquid investments.
Key risks include:
LPFs usually have a fixed fund life, commonly around 3–10 years (often with extension options). Capital may be drawn down over an investment period and returned gradually through distributions, rather than on a fixed schedule.
No. LPF interests are generally not redeemable on demand. LPs normally cannot exit before fund termination except through very limited transfer or secondary sale mechanisms, and any transfer is typically subject to GP consent and fund documents.
Investors typically receive returns through:
LPFs commonly charge:
Instead of paying the full commitment upfront, LPs usually sign a capital commitment and fund it via capital calls issued by the GP. Each call specifies the amount, purpose, and payment deadline. Failure to fund capital calls may lead to penalties or loss of rights as set out in the LPA.
Prospective LPs must complete:
Information collected during onboarding is used for:
“Professional investor” is a regulatory classification for investors who meet certain asset, portfolio, or institutional criteria. It allows the fund to be offered on a private basis, and some protections or suitability requirements may differ from those applied to retail investors.
The GP is required to identify and manage conflicts of interest, for example when dealing with related parties, allocating deals among funds, or setting fees. Conflicts and related-party transactions should be disclosed and handled according to the LPA and internal policies.
LPs typically receive:
Regulatory or tax changes in relevant jurisdictions may affect the fund’s structure, strategy, or after-tax returns to investors. LPs are generally responsible for their own tax filings and are encouraged to seek independent tax and legal advice before and during the investment.
Yes. Potential LPs can request additional information such as the offering memorandum, limited partnership agreement, and high-level descriptions of the investment strategy, risk factors, and fee terms. Some detailed information may only be available under NDA or after onboarding.