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Since a legal opinion regarding the formation of a private equity fund organized as a limited partnership is often requested at the time a certificate of limited partnership is filed with the Office of the Secretary of State, it is a good practice to have a short-form limited partnership agreement signed at the time of filing. Here is a sample short-form limited partnership agreement that establishes the existence and identity of at least one limited partner as required by law. ***SAMPLE AGREEMENT*** LIMITED PARTNERSHIP AGREEMENT OF NEW PRIVATE EQUITY FUND, L.P. LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) made and entered into as of _____. W I T N E S S E T H : WHEREAS, the parties hereto wish to form a limited partnership (the “Partnership”) pursuant to Chapter 17, Title 6 of the Delaware Code. NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: FIRST: The name of the Partnership is New Private Equity Fund, L.P. SECOND: The Partnership is organized primarily for the object and purpose of (a) acquiring, directly or indirectly, holding for investment, converting and distributing or otherwise disposing of securities and (b) engaging in such additional acts and activities and conducting such other businesses related or incidental to the foregoing as the General Partner shall reasonably deem necessary or advisable. THIRD: The principal place of business of the Partnership is: One General Partner Street, New York, New York 10022. FOURTH: The name and business address of each member of the Partnership, general and limited, are as follows: GENERAL PARTNER Name New Private Equity Fund General Partner, LLC (hereinafter, the “General Partner”) Address One General Partner Street New York, New York 10022 LIMITED PARTNER Name Ms. Initial Member (hereinafter, the “Initial Limited Partner”) Address One General Partner Street New York, New York 10022 FIFTH: The Partnership shall continue until such time as it shall be terminated by action of the General Partner. SIXTH: The General Partner agrees to contribute $____ to the capital of the Partnership and the Initial Limited Partner agrees to contribute $____ to the capital of the Partnership. SEVENTH: Capital may be contributed by the partners from time to time as agreed by all the partners. EIGHTH: The capital contribution of any partner may from time to time be returned as agreed by all the partners. NINTH: The profits and losses of the Partnership in each year shall be divided among the partners in proportion to the respective amounts of capital contributions made or agreed to be made by them. TENTH: No partner shall have the right to assign its or his Partnership interest. ELEVENTH: One or more new partners, limited or general, may be admitted to the Partnership upon the approval of the General Partner. TWELFTH: The right to continue the business on the bankruptcy, dissolution, liquidation or withdrawal of the General Partner is given to the remaining partners. THIRTEENTH: This Agreement may be amended by agreement among the general partner and the limited partner; provided, however, that upon the addition of the first limited partner to the Partnership (other than the Initial Limited Partner) and the execution of an amended form of this Agreement (the “Amended Agreement”) by such first limited partner (other than the Initial Limited Partner): (i) the Initial Limited Partner shall no longer be a partner of the Partnership and (ii) from that time forward this Agreement shall be deemed amended and shall be deemed to contain the terms in the Amended Agreement, subject to amendment in accordance with the terms and conditions contained in the Amended Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first written above. GENERAL PARTNER: NEW PRIVATE EQUITY FUND GENERAL PARTNER, LLC, By: _____ Name: Mr. Initial Member Title: Member INITIAL LIMITED PARTNER: _____ Name: Ms. Initial Member This agreement is intended to serve solely as an exemplar and may need to be modified to conform to the legal requirements of your jurisdiction. It in no way constitutes legal advice. James M. Schell is a partner at Skadden Arps Slate Meagher & Flom (www.skadden.com). Schell heads the interdisciplinary group at Skadden Arps that focuses on private investment funds, including leveraged buyout, venture capital and hedge funds, as well as investment funds designed to invest in particular countries or regions such as China or Latin America. He may be reached at [email protected]. To purchase the book, Private Equity Funds: Business Structure and Operations , click here.

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