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The Hedge Fund Partnership Agreement is a foundational document used when establishing a hedge fund structure in Hong Kong. It serves as the primary governing document that defines the legal and operational framework for the fund, incorporating requirements under Hong Kong's Securities and Futures Ordinance, Limited Partnership Fund Ordinance, and related regulations. This agreement is essential when setting up a new hedge fund or restructuring an existing one, providing comprehensive coverage of capital structures, investment parameters, management responsibilities, and investor rights. It addresses crucial aspects such as regulatory compliance, risk management, financial arrangements, and governance mechanisms, while incorporating specific Hong Kong market practices and regulatory requirements. The document is typically prepared in conjunction with fund formation and requires careful consideration of both local and international investment management standards.

1. Parties: Identifies the general partner, initial limited partners, and the partnership entity

2. Background: Sets out the context and purpose of establishing the hedge fund partnership

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

4. Partnership Formation and Term: Establishes the partnership, its name, purpose, and duration

5. Capital Contributions: Details the initial and subsequent capital contribution requirements and procedures

6. Investment Strategy and Restrictions: Outlines the fund's investment objectives, strategy, and any investment restrictions

7. Management and Administration: Defines the roles, responsibilities, and powers of the general partner and investment manager

8. Limited Partner Rights and Obligations: Sets out the rights, obligations, and limitations of limited partners

9. Allocations and Distributions: Details how profits, losses, and distributions are allocated among partners

10. Fees and Expenses: Specifies management fees, performance fees, and partnership expenses

11. Transfer and Withdrawal Rights: Governs the transfer of partnership interests and withdrawal procedures

12. Termination and Liquidation: Addresses partnership dissolution, termination events, and wind-up procedures

13. Representations and Warranties: Contains partner representations regarding capacity, authority, and compliance

14. Confidentiality: Establishes confidentiality obligations regarding partnership information

15. Notices: Specifies how formal communications between parties should be made

16. Governing Law and Dispute Resolution: Specifies Hong Kong law as governing law and dispute resolution mechanisms