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Limited Partnership Agreement Template
A Limited Partnership Agreement governs the relationship between a General Partner (who manages the business and bears unlimited liability) and one or more Limited Partners (whose liability is capped at their capital contribution). Used widely in Canadian private equity, venture capital, real estate funds and tax-efficient investment vehicles, the Limited Partnership is governed provincially under the Ontario Limited Partnerships Act, the BC Partnership Act Part 3, the Alberta Partnership Act Part 2 and the Quebec Civil Code société en commandite framework. Our free template covers the partnership formation, capital structure, distributions, and the four high-stakes Expert layers (reserved matters, fund economics, transfer and admission, indemnification and dispute resolution).
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LIMITED PARTNERSHIP AGREEMENT
Limited Partnership · Ontario, Canada
GENERAL PARTNER
Northbridge GP Inc.
199 Bay Street, Suite 2400, Toronto, ON M5L 1A9
Represented by Sarah J. Mitchell, President
Represented by Sarah J. Mitchell, President
LIMITED PARTNER 1
David R. Nguyen
88 Front Street West, Toronto, ON M5J 0E2
LIMITED PARTNER 2
Priya Patel
500 King Street West, Toronto, ON M5V 1L9
Northbridge Capital Limited Partnership
Effective: April 1, 2026 to December 31, 2036 · GP 2% / LP 49% / LP 49%
This Limited Partnership Agreement (this "Agreement") is made as of April 1, 2026 between Northbridge GP Inc. (the "General Partner") and David R. Nguyen and Priya Patel (each a "Limited Partner" and together with any further admitted limited partners the "Limited Partners"). The parties agree to carry on business as a limited partnership under the name Northbridge Capital Limited Partnership (the "Limited Partnership"), formed under the Limited Partnerships Act (Ontario), R.S.O. 1990, c. L.16 and governed by the laws of the Province of Ontario.
1.
FORMATION, NAME AND REGISTRATION
The parties form a limited partnership under the name Northbridge Capital Limited Partnership pursuant to the Limited Partnerships Act (Ontario), R.S.O. 1990, c. L.16. The name of the Limited Partnership includes the words "Limited Partnership" (or "LP") as required by that legislation. The Limited Partnership has its principal place of business at 199 Bay Street, Suite 2400, Toronto, ON M5L 1A9 and its registered office at 199 Bay Street, Suite 2400, Toronto, ON M5L 1A9. A limited partnership comes into existence and the limited-liability status of the Limited Partners is established only upon filing a declaration with the Registrar under the Ontario Business Names Act / Limited Partnerships Act (renewed every five (5) years). The Limited Partnership has been so registered, and Northbridge GP Inc. shall make and maintain that registration and all renewals. The business of the Limited Partnership is: To acquire, hold, develop and manage income-producing real property in Ontario, and to make related investments, for the benefit of the Limited Partners.. The Limited Partnership must at all times have at least one general partner and at least one limited partner.
2.
TERM AND COMMENCEMENT
The Limited Partnership commences on April 1, 2026 and, unless dissolved earlier in accordance with this Agreement, continues until December 31, 2036, at which point it shall be dissolved and wound up unless the Partners agree in writing to extend it.
3.
STATUS AND LIABILITY OF PARTNERS
The General Partner has unlimited personal liability for the debts and obligations of the Limited Partnership and exclusive authority to manage its business. A Limited Partner’s liability is limited to the amount of capital it has contributed plus any capital it has agreed to contribute. Control rule: a Limited Partner who takes part in the control or management of the business of the Limited Partnership loses the protection of limited liability and becomes liable for the obligations of the Limited Partnership as though it were a general partner. Exercising the rights expressly conferred on Limited Partners by this Agreement or by the applicable legislation — including voting on the matters reserved to the Limited Partners, inspecting the books, advising the General Partner, and approving or disapproving an amendment — does not of itself constitute taking part in control. The full name or surname of a Limited Partner shall not appear in the name of the Limited Partnership (unless it is also the name of the General Partner); a Limited Partner who knowingly permits its name to be so used may incur liability as a general partner. The General Partner owes a fiduciary duty to the Limited Partnership and to the Limited Partners to act honestly, in good faith and in the best interests of the Limited Partnership.
4.
CAPITAL CONTRIBUTIONS AND COMMITMENTS
Each Partner shall contribute to the capital of the Limited Partnership as set out in the table below. A Limited Partner’s capital commitment is the maximum amount it is obliged to contribute, and its liability to the Limited Partnership and its creditors is limited to that amount. The General Partner may call for the undrawn portion of each Limited Partner’s committed capital on not less than ten (10) business days’ written notice. A Limited Partner that fails to fund a valid capital call is subject to the default remedies set out in this Agreement and at law. A separate capital account shall be maintained for each Partner.
| Northbridge GP Inc. — General Partner (2% interest) | Contributed 10,000.00 CAD |
| David R. Nguyen — Limited Partner (49% interest) | Committed 500,000.00 CAD · Contributed 250,000.00 CAD |
| Priya Patel — Limited Partner (49% interest) | Committed 500,000.00 CAD · Contributed 250,000.00 CAD |
5.
ALLOCATION OF PROFITS AND LOSSES
Subject to the clause headed "Preferred Return, Carried Interest and Management Fee" (if applicable), the net income and net losses of the Limited Partnership for each fiscal year shall be allocated among the Partners pro rata in proportion to their respective percentage interests as set out above. Losses allocated to a Limited Partner shall not exceed the amount of that Limited Partner’s capital contribution and commitment; any excess shall be allocated to the General Partner. The fiscal year of the Limited Partnership ends on December 31.
6.
DISTRIBUTIONS AND RETURN OF CAPITAL
Distributable cash shall be distributed quarterly, within thirty (30) days of each fiscal quarter end, first to the Limited Partners until they have received a return of their contributed capital, and thereafter pro rata in proportion to the Partners’ respective percentage interests. No Limited Partner is entitled to the return of any part of its capital contribution except on dissolution or as the General Partner otherwise determines, and in no event may a contribution be returned unless, after the return, the Limited Partnership has sufficient property to pay its debts and liabilities to creditors (other than to Partners on account of their contributions). A Limited Partner who receives a return of capital remains liable to the Limited Partnership for any amount, not exceeding the returned contribution with interest, necessary to discharge liabilities to creditors who extended credit before the return.
7.
MANAGEMENT BY THE GENERAL PARTNER
The General Partner has the full, exclusive and complete authority to manage, control and operate the business of the Limited Partnership and to bind it, and shall devote such time as is reasonably required. The Limited Partners shall take no part in the management or control of the business (see the clause headed "Status and Liability of Partners"). The General Partner shall exercise its powers honestly, in good faith and in the best interests of the Limited Partnership, and shall not be liable to the Limited Partners for any act done in good faith within the scope of its authority, absent fraud, wilful misconduct or gross negligence.
8.
BOOKS, RECORDS AND INFORMATION RIGHTS
The General Partner shall maintain at the registered office complete books and records of the Limited Partnership, including a current record of the Limited Partners and their contributions. Each Limited Partner (and its authorized representative) may, on reasonable notice and during normal business hours, inspect and copy the records and obtain true and full information about the state of the business and financial condition of the Limited Partnership — a right that does not constitute taking part in control. The General Partner shall provide annual financial statements within one hundred and twenty (120) days of each fiscal year end (December 31) and the tax information each Limited Partner needs to file its returns.
9.
TAXATION AND CRA FILINGS
The Limited Partnership is not a separate taxpayer under the Income Tax Act (Canada), R.S.C. 1985, c. 1 (5th Supp.); its income and losses are computed at the Limited Partnership level and allocated to the Partners, who report their share in their own returns (a Limited Partner’s deductible losses being subject to the at-risk rules). The Partners designate Northbridge GP Inc. to prepare and file the T5013 Partnership Information Return with the Canada Revenue Agency and to issue a T5013 slip to each Partner. The Limited Partnership is registered for GST/HST and shall collect, remit and report GST/HST as a single registrant.
10.
RESERVED MATTERS AND LIMITED PARTNER CONSENT
Notwithstanding the General Partner’s management authority, the General Partner shall not, without the prior written consent of Limited Partners holding a majority of the limited-partnership interests, do any of the following ("Reserved Matters"): (a) incurring borrowing or granting security in a single transaction exceeding 1,000,000.00 CAD; (b) selling, transferring or disposing of all or substantially all of the property of the Limited Partnership; (c) amending this Agreement in a manner that adversely affects the Limited Partners; (d) admitting a new general partner; (e) changing the nature of the business of the Limited Partnership; (f) Sale of all or substantially all of the property of the Limited Partnership; (g) Admission or replacement of a general partner. Voting on a Reserved Matter is a right conferred on the Limited Partners and does not constitute taking part in the control of the business for the purposes of the limited-liability protection.
11.
PREFERRED RETURN, CARRIED INTEREST AND MANAGEMENT FEE
Distributions of distributable cash (other than returns of capital) shall be made in the following order: (a) first, to the Limited Partners until each has received a cumulative 8% annual preferred return on its contributed capital (the "Preferred Return"); (b) second, the balance as to 80% to the Limited Partners pro rata and as to 20% to the General Partner as a carried interest. In addition, the Limited Partnership shall pay the General Partner an annual management fee equal to 2% of committed capital, payable in advance in equal instalments, in consideration of the General Partner’s management services. The Preferred Return is a return hurdle only and is not a guarantee of distributions.
12.
TRANSFER OF LIMITED PARTNERSHIP INTERESTS
No Limited Partner may transfer or assign all or any part of its interest except after first offering it to the other Partners by way of a right of first refusal, and in every case only with the prior written consent of the General Partner (such consent not to be unreasonably withheld). Any transferee must agree in writing to be bound by this Agreement and satisfy the General Partner as to applicable securities-law requirements.
13.
ADMISSION OF NEW LIMITED PARTNERS
The General Partner may admit additional Limited Partners only with the prior written consent of Limited Partners holding a majority of the limited-partnership interests. Each new Limited Partner must execute a counterpart of, or an accession agreement to, this Agreement. The admission of a Limited Partner takes effect only when the record of Limited Partners is updated and any required amendment to the registration/declaration is filed.
14.
REMOVAL AND REPLACEMENT OF THE GENERAL PARTNER
The General Partner may be removed (a) for cause (fraud, wilful misconduct, gross negligence, or material uncured breach) by Limited Partners holding a majority of the interests; or (b) without cause by Limited Partners holding not less than two-thirds (66⅔%) of the limited-partnership interests. On removal, a replacement General Partner shall be appointed by the Limited Partners and the registration/declaration amended accordingly. The withdrawal, removal, dissolution or insolvency of the sole General Partner dissolves the Limited Partnership unless, within ninety (90) days, the Limited Partners unanimously elect to continue the business and appoint a replacement General Partner.
15.
INDEMNIFICATION OF THE GENERAL PARTNER
The Limited Partnership shall indemnify and hold harmless the General Partner (and its directors, officers and employees) against all liabilities, costs and expenses reasonably incurred in connection with the business of the Limited Partnership, except to the extent arising from the General Partner’s fraud, wilful misconduct, gross negligence or breach of this Agreement. This indemnity is satisfied out of the assets of the Limited Partnership only, and no Limited Partner is personally liable for it beyond its capital contribution and commitment.
16.
DISPUTE RESOLUTION
Any dispute arising out of or in connection with this Agreement shall, after good-faith negotiation, be finally resolved by arbitration before a single arbitrator administered by the ADR Institute of Canada (ADRIC) under its Arbitration Rules, seated at Toronto, Ontario and governed by the applicable provincial Arbitration Act. The award is final and binding. Nothing prevents a party from applying to court for urgent injunctive relief.
17.
DISSOLUTION AND WINDING UP
The Limited Partnership shall be dissolved on the earliest of: (a) the expiry of its term (if any); (b) the written agreement of the General Partner and Limited Partners holding a majority of the interests; (c) the withdrawal, removal, dissolution or insolvency of the sole General Partner (subject to the Limited Partners’ right to continue the business); or (d) any event making it unlawful to carry on the business. On dissolution the General Partner (or a liquidator) shall realise the assets and apply them: first, to creditors of the Limited Partnership who are not Partners; second, to Partners for amounts other than capital and profits; third, to the Limited Partners for their share of undistributed profits and the return of their contributed capital; and fourth, the balance to the Partners in proportion to their percentage interests. Where a Partner is insolvent, the priorities in the Bankruptcy and Insolvency Act (Canada), R.S.C. 1985, c. B-3 apply.
18.
GOVERNING LAW AND JURISDICTION
This Agreement is governed by, and shall be construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, including the Limited Partnerships Act (Ontario), R.S.O. 1990, c. L.16. Subject to the arbitration provisions of this Agreement, the courts of the Province of Ontario have non-exclusive jurisdiction over any matter not subject to arbitration.
19.
ELECTRONIC EXECUTION AND COUNTERPARTS
This Agreement may be executed in counterparts, including electronic counterparts and electronic signatures, each of which is an original and which together constitute one agreement. Electronic signatures and electronic copies are valid and enforceable under the applicable provincial electronic-commerce legislation (modelled on the Uniform Electronic Commerce Act), such as the Electronic Commerce Act, 2000 (Ontario), S.O. 2000, c. 17.
20.
GENERAL PROVISIONS
Entire Agreement: This Agreement is the entire agreement between the Partners on its subject matter and supersedes all prior discussions and agreements.
Amendment: No amendment is effective unless in writing and signed by the General Partner and Limited Partners holding a majority of the interests (or such greater proportion as this Agreement requires for a particular matter).
Severability: Any invalid provision shall be severed without affecting the remainder.
Notices: All notices shall be in writing and delivered personally, by registered mail or by email to the addresses recorded above.
Successors: This Agreement enures to the benefit of and binds the Partners and their respective heirs, estate trustees, successors and permitted assigns.
Amendment: No amendment is effective unless in writing and signed by the General Partner and Limited Partners holding a majority of the interests (or such greater proportion as this Agreement requires for a particular matter).
Severability: Any invalid provision shall be severed without affecting the remainder.
Notices: All notices shall be in writing and delivered personally, by registered mail or by email to the addresses recorded above.
Successors: This Agreement enures to the benefit of and binds the Partners and their respective heirs, estate trustees, successors and permitted assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
GENERAL PARTNER
Sarah J. Mitchell
President
Northbridge GP Inc.
Date: ____________________
LIMITED PARTNER 1
David R. Nguyen
Date: ____________________
LIMITED PARTNER 2
Priya Patel
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a Limited Partnership Agreement?
A Limited Partnership Agreement (LPA) is the written constitution of a Canadian limited partnership — a business structure with at least one General Partner who manages the business and bears unlimited personal liability, and one or more Limited Partners whose liability is capped at their committed capital contribution. The Limited Partnership is widely used in Canada for private equity funds, venture capital funds, real estate development and investment vehicles, oil and gas exploration ventures, family investment partnerships, and any structure where passive investors want flow-through tax treatment without unlimited personal liability.
Limited partnerships are creatures of statute in every Canadian province. In Ontario, the controlling Act is the Limited Partnerships Act, R.S.O. 1990, c. L.16, which requires a declaration to be filed with the Registrar (renewed every five years) and prescribes the limits within which a Limited Partner may engage in the partnership without losing the liability shield. In British Columbia, Part 3 of the Partnership Act, R.S.B.C. 1996, c. 348, requires a certificate of limited partnership filed with the BC Registrar of Companies. In Alberta, Part 2 of the Partnership Act, R.S.A. 2000, c. P-3, applies. In Quebec, the société en commandite is governed by articles 2236-2249 of the Civil Code of Québec.
Pursuant to subsection 96(1) of the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.), a Canadian limited partnership is not a separate taxable entity — income, losses, deductions and credits flow through to the partners in proportion to their partnership interest, reported on each partner's personal or corporate tax return. This flow-through tax treatment, combined with the limited liability shield for Limited Partners, makes the Limited Partnership the dominant structure for Canadian private fund vehicles. Without a well-drafted LPA, the statutory defaults apply — typically inappropriate for sophisticated fund structures and frequently disadvantageous to Limited Partners.
What's Covered in This Template
Our Limited Partnership Agreement template covers every element a Canadian fund-formation or commercial lawyer would expect.
Partnership Details
Partnership name, registered office, business purpose, effective date, term, fiscal year-end and governing province.
General Partner
Mandatory single managing partner — name, address, corporate-vs-individual flag, authorising signatory, contribution and interest. Bears unlimited liability and exclusive management authority.
Limited Partner(s)
Mandatory first Limited Partner plus optional repeatable additional Limited Partners — name, address, capital commitment, contribution and interest. Liability strictly limited to committed capital.
Capital Calls & Distributions
Additional capital call mechanism, distribution frequency (annual/semi-annual/quarterly), distribution basis (pro-rata to capital / interest / contribution).
Registration, Management & Tax
Filing status of the provincial declaration, who files annual renewals, CRA representative for the partnership information return, GST/HST registration.
Reserved Matters & LP Consent (Expert)
Reserved matters requiring Limited Partner consent: borrowings above a stated threshold, admission of new Limited Partners, change in business purpose. Includes a custom-reserved-matter field.
Fund Economics (Expert)
Preferred-return hurdle rate, General Partner carried interest, General Partner management fee — the three core levers of a Canadian private fund LPA.
Transfer, Admission & GP Removal (Expert)
Limited Partner transfer mechanics (consent required), admission of new Limited Partners (GP discretion), General Partner removal for cause (Limited Partner supermajority).
Indemnification & Dispute Resolution (Expert)
General Partner indemnification scope, dispute resolution mechanism (mediation → arbitration), arbitration seat.
Provincial Statutory Compliance
Automatically tracks the Limited Partnerships Act / Partnership Act of the governing province with chapter references for ON / BC / AB / QC.
How to Create Your Limited Partnership Agreement
Follow these steps to produce a Limited Partnership Agreement that satisfies the provincial declaration requirement and protects both the General Partner and the Limited Partners.
- 1
Choose the Governing Province
The province of formation determines the controlling Limited Partnerships Act and the filing regime. Ontario, BC and Alberta are the most common for sophisticated funds; Quebec uses the civil-law société en commandite. The Expert tier auto-applies the correct province-specific statute and filing language.
- 2
Set Up the General Partner
The General Partner manages the business and bears unlimited liability. For institutional fund structures, the General Partner is typically a single-purpose corporation (GP Co.) to ring-fence the unlimited liability. Family / closely-held partnerships may use an individual General Partner.
- 3
Document Limited Partner Capital Commitments
Each Limited Partner makes a binding capital commitment (e.g., $500,000) but typically contributes only a portion upfront, with the balance subject to capital calls from the General Partner over the fund's investment period.
- 4
Set Distribution Mechanics
Distributions flow up to the Limited Partners according to a defined waterfall. The simplest is pro-rata to committed capital. Fund-style structures use a preferred-return / catch-up / carried-interest waterfall (typically 8% preferred return + 20% carried interest to the General Partner).
- 5
File the Provincial Declaration
Within the prescribed period (typically 30 days of formation), file the declaration / certificate of limited partnership with the provincial registrar. Ontario LP declarations require five-year renewals; BC certificates do not expire but must be updated on any material change.
- 6
Add Reserved Matters (Expert)
Limit the General Partner's authority on specified high-stakes matters: borrowings above a threshold, admission of new Limited Partners, changes to the business purpose, distributions outside the waterfall. Reserved matters require explicit Limited Partner consent.
- 7
Document Fund Economics (Expert)
Record the preferred return hurdle rate, the General Partner's carried interest percentage and the management fee — the three commercial levers that distinguish a sophisticated LPA from a generic one.
- 8
Plan for Transfer and Removal (Expert)
Address how Limited Partner interests may be transferred (typically General Partner consent + first refusal rights for other Limited Partners), how new Limited Partners are admitted, and the circumstances in which the General Partner may be removed for cause.
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Legal Considerations
Limited partnerships are governed by an overlay of provincial Limited Partnerships Acts (or Partnership Acts), the federal Income Tax Act, securities legislation and contract law.
This template is for informational purposes only and does not constitute legal advice. Limited partnerships are complex legal vehicles that engage tax, securities, fund and partnership law. Consult a qualified Canadian fund-formation lawyer for advice specific to your situation, particularly where the partnership will hold real estate, raise capital from investors (engaging the National Instrument 45-106 prospectus exemptions), or operate as a private equity / venture capital fund.
Reviewed for Canadian law
Provincial Limited Partnerships Acts
In Ontario, the Limited Partnerships Act, R.S.O. 1990, c. L.16, governs the formation, operation and dissolution of limited partnerships. Section 3 requires the filing of a declaration with the Registrar within thirty (30) days of formation; the declaration must be renewed every five (5) years. Section 13 sets out the liability shield — a Limited Partner's liability is limited to the amount of the Limited Partner's capital contribution, provided the Limited Partner does not take part in the management of the business. In British Columbia, Part 3 (sections 49 to 91) of the Partnership Act, R.S.B.C. 1996, c. 348, governs the same matters and requires a certificate of limited partnership filed with the BC Registrar of Companies. In Alberta, Part 2 of the Partnership Act, R.S.A. 2000, c. P-3, applies. Other common-law provinces have analogous legislation.
The Liability Shield and Its Limits
The defining feature of the limited partnership is that the Limited Partner's liability is capped at the Limited Partner's committed capital — provided the Limited Partner does not "take part in the management of the business" (Ontario LPA s. 13(2); BC Partnership Act s. 64). What constitutes "taking part in management" is heavily litigated. The safe harbour: voting on amendments to the LPA, consenting to admission of new partners, voting on dissolution, voting on reserved matters specified in the LPA, and acting as a director / officer of a corporate Limited Partner — all explicitly NOT considered taking part in management. The unsafe practices: actively negotiating contracts, supervising employees, signing cheques on behalf of the partnership.
Quebec — Société en commandite
Quebec uses the civil-law société en commandite, governed by articles 2236 to 2249 of the Civil Code of Québec, C.Q.L.R. c. CCQ-1991. The Quebec framework parallels the common-law model: a special partner (commanditaire) whose liability is limited to the agreed contribution, and a general partner (commandité) with unlimited liability. The declaration is filed with the Registraire des entreprises du Québec (REQ). Quebec-formed limited partnerships are widely used in Canadian fund structures because Quebec offers favourable treatment for non-Quebec institutional investors.
Flow-Through Tax Treatment
Pursuant to subsection 96(1) of the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.), the Canadian limited partnership is not a separate taxable entity. Income, losses, deductions and credits are computed at the partnership level and allocated to each partner in proportion to the partner's partnership interest. Each partner reports its share on its own personal (T1) or corporate (T2) tax return. The partnership itself files an annual information return (T5013) with CRA. This flow-through treatment is the principal reason the LP structure is used for fund vehicles — investors avoid the double taxation of corporate-fund returns.
At-Risk Rules (Section 96(2.1))
Subsection 96(2.1) of the Income Tax Act limits a Limited Partner's ability to deduct partnership losses to the Limited Partner's "at-risk amount" — broadly, the Limited Partner's capital contribution less any benefit conferred by the partnership on the partner. Losses above the at-risk amount are suspended and carried forward to future years when the at-risk amount is replenished. The at-risk rules are central to the tax planning around any Limited Partnership structure and should be considered in the design of the capital structure.
Securities Law and Fund Capital-Raising
Where a Limited Partnership raises capital from investors, the partnership interests are "securities" under provincial securities legislation. Distribution of partnership interests must rely on an exemption from the prospectus requirement (typically the accredited-investor exemption in section 2.3 of National Instrument 45-106, or the offering-memorandum exemption in section 2.9 for retail investors). Fund LPAs must be paired with a subscription agreement, an offering memorandum (where applicable), and the prescribed Form 45-106F1 report of exempt distribution filed within ten (10) days of each closing.
GST/HST Treatment
A Limited Partnership is a "person" for GST/HST purposes under the Excise Tax Act, R.S.C. 1985, c. E-15, and must register, collect and remit GST/HST if it carries on commercial activity exceeding the $30,000 small-supplier threshold over four consecutive quarters. The General Partner is typically the day-to-day GST/HST filer for the partnership. Real estate Limited Partnerships have particular GST/HST complexity around joint-venture elections and rebates.
Frequently Asked Questions
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Build a province-aware Limited Partnership Agreement in minutes. The Free version produces a working bilateral agreement (General Partner + Limited Partners, capital structure, distributions, registration). Upgrade to Expert to add reserved matters with Limited Partner consent thresholds, the preferred-return / carried-interest / management-fee fund economics, transfer and admission mechanics, General Partner removal for cause, indemnification and dispute resolution — the four layers that distinguish a sophisticated fund LPA from a generic template.
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