What is Limited Partnership Agreement (LPA)?
The limited partnership agreement (LPA) is the legal contract that governs a private fund — defining the relationship between the general partner and limited partners, including fees, terms, and governance.
The limited partnership agreement (LPA) is the foundational legal document of a private fund. It sets out the economic and governance terms agreed between the general partner and the limited partners: the management fee, carried interest, hurdle rate, fund term and extensions, investment restrictions, key-person provisions, and how and when capital is called and distributed.
LPAs are negotiated during fundraising, and large or strategic LPs often negotiate "side letters" granting them additional rights on top of the standard LPA terms.
Also known as: LPA