An LPA (limited partnership agreement) governs a limited partnership. An operating agreement governs an LLC. Both serve the same function: defining economic terms, voting rights, GP/manager authority, distribution waterfalls, and investor protections. The difference is the entity type underneath.
Most private funds are structured as limited partnerships because the LP/GP distinction maps cleanly to the investor/manager relationship, and because limited partners receive statutory liability protection without any special drafting. LLC-structured funds use operating agreements instead. The substance is similar; the legal framework differs.
If you are forming an LLC fund, your operating agreement needs to replicate many of the protections that LP law provides by default: limited liability for passive members, restrictions on member withdrawal, and clear manager authority.
See Private Fund Documents Explained for a complete document inventory.
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