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The Hedge Fund Limited Partnership Agreement is the primary governing document used when establishing an investment vehicle structured as a limited partnership in Canada. This agreement is essential for investment managers and sponsors looking to establish a hedge fund that can accept capital from multiple investors while maintaining operational flexibility. It addresses crucial elements required under Canadian securities laws and provincial partnership regulations, including capital contributions, profit sharing, management authority, investment restrictions, and investor rights. The document is typically used when launching a new hedge fund or restructuring an existing investment vehicle, and must comply with both federal regulations and provincial securities requirements. It includes detailed provisions for fund governance, investment strategies, fee structures, and risk disclosures, making it suitable for both domestic and international investment operations within the Canadian legal framework.

1. Parties: Identifies the General Partner, initial Limited Partner(s), and the Partnership itself

2. Background: Sets out the context of the agreement, including the intention to form a limited partnership for investment purposes

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Formation and Name: Establishes the partnership, its name, and principal office location

5. Investment Objective and Strategy: Describes the fund's investment objectives, strategies, and any investment restrictions

6. Capital Contributions: Details the process for initial and subsequent capital contributions, minimum investments

7. Capital Accounts: Establishes rules for maintaining and adjusting partner capital accounts

8. Allocation of Profits and Losses: Specifies how profits, losses, and other items are allocated among partners

9. Distributions: Sets out distribution policies and procedures

10. Management: Defines the General Partner's management rights and responsibilities

11. Management and Performance Fees: Details the calculation and payment of management and performance fees

12. Limited Partner Rights and Restrictions: Specifies rights and limitations of Limited Partners

13. Transfers and Withdrawals: Procedures for transferring partnership interests and making withdrawals

14. Valuations: Methods and timing for valuing partnership assets and interests

15. Reports and Records: Requirements for financial reporting and maintenance of partnership records

16. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution

17. General Provisions: Standard contractual provisions including notices, amendments, governing law