Limited Partnership Agreement (Private Fund)

# Limited Partnership Agreement (Private Fund) This Limited Partnership Agreement ("Agreement") is entered into as of ___________ by and among the General Partner and the Limited Partner identified in the execution block below. --- ## Article I — Formation and Name **1.1 Formation.** The parties hereby form a limited partnership (the "Partnership") under the laws of the State of ___________, pursuant to the applicable Uniform Limited Partnership Act as amended. **1.2 Partnership Name.** The name of the Partnership is ___________ (the "Fund"). **1.3 Principal Office.** The principal place of business of the Partnership shall be located at ___________. **1.4 Registered Agent.** The Partnership's registered agent in the state of formation is ___________, located at ___________. **1.5 Term.** The Partnership shall commence on the Effective Date and shall continue for a term of ___________ years from the Final Closing Date (the "Initial Term"), unless earlier dissolved in accordance with this Agreement. The General Partner may extend the Initial Term by up to ___________ additional one-year periods. --- ## Article II — Purpose **2.1 Investment Objective.** The purpose of the Partnership is to ___________. **2.2 Investment Strategy.** The Partnership shall pursue the foregoing objective by investing in ___________. **2.3 Geographic Focus.** The Partnership's primary geographic focus is ___________. --- ## Article III — Capital Contributions and Commitments **3.1 Capital Commitments.** Each Limited Partner shall commit to contribute to the Partnership the amount set forth in its respective Subscription Agreement (each, a "Capital Commitment"). The aggregate Capital Commitments of all Limited Partners shall not exceed ___________ (the "Maximum Fund Size"). **3.2 Capital Calls.** The General Partner may draw down Capital Commitments by delivering Capital Call Notices no less than ___________ Business Days prior to the applicable Drawdown Date. **3.3 Minimum Fund Size.** The Partnership shall hold a Final Closing only if aggregate Capital Commitments equal or exceed ___________ (the "Minimum Fund Size"). **3.4 Investment Period.** The Partnership's investment period shall commence on the Final Closing Date and expire ___________ years thereafter (the "Investment Period"), subject to a ___________-month extension at the General Partner's election.