Frequently Asked Questions

Common Questions

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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.

  • The GP manages the fund and assumes unlimited liability for the fund’s obligations.
  • LPs contribute capital, share in the profits and losses, and generally enjoy limited liability, provided they do not take part in day-to-day management.

Key risks include:

  • Illiquidity: LP interests are not freely tradable and capital is usually locked up for many years.
  • Capital loss: There is no guarantee of return and investors may lose all or a substantial part of their investment.
  • Valuation and market risk: Underlying assets may be hard to value and are subject to market, credit, and operational risks.

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:

  • Distributions from realized investments (e.g. sale of portfolio companies or assets).
  • Capital repayments over the fund life, following the waterfall and distribution provisions in the limited partnership agreement (LPA).

LPFs commonly charge:

  • A management fee (often a percentage per annum of committed or invested capital).
  • A performance fee / carried interest paid to the GP when returns exceed agreed hurdles. Other fund expenses (administration, audit, legal, etc.) are typically borne by the fund and indirectly by LPs.

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:

  • Customer Due Diligence (CDD), including information on identity, ownership, source of funds, and regulatory status.
  • A professional investor declaration and risk assessment questionnaire, where applicable, to confirm eligibility and risk profile.

Information collected during onboarding is used for:

  • Verifying identity and professional investor status.
  • Meeting anti-money laundering, counter-terrorist financing, tax, and regulatory obligations.
    Information is kept confidential and handled in line with applicable data protection laws and the fund’s privacy policies.

“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:

  • Periodic capital account statements.
  • Financial statements and reports on portfolio performance.
  • Notices of material events, such as key transactions, amendments, or changes in the GP or service providers, as outlined in the LPA.

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.

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