This Limited partnership agreement is made on [insert day and month] 20 [insert year]

Parties

1. 1

   [insert name of general partner] of [insert address] (the General Partner); and

1. 2

   Each of the persons whose names are listed in Schedule 1, Part B.

BACKGROUND

1. 1. (A)

      The Limited partnership has been registered as a limited partnership and designated as a private fund limited partnership in England under the LPA 1907 with number LP [insert number].

   1. (B)

      The General Partner has agreed to be the general partner of the Limited Partnership and manage the business of the Limited Partnership and the Limited Partners have agreed to make Contributions to the Limited Partnership on the terms set out below.

   1. (C)

      The General Partner and the Limited Partners wish for the Limited Partnership to carry on the Business and to agree to regulate the affairs of the Limited Partnership on the terms set out below.

The parties agree:

1. 1. 1

      Definitions and interpretation

      1. 1.1

         Definitions

         In this Agreement, unless the context otherwise requires:

         Accountants

         1. •

            means [insert name of Limited Partnership’s accountants] or such