The managers of Unique Partners VC have secured funding commitments from various investors in Israel and the United States, with the intention to form a new venture capital fund focused on early-stage startups operating in Israel. The managers of the new fund have received legal advice according to which the optimal legal structure of the fund would be the formation of a limited partnership.

4.1. Why do venture capital funds tend to incorporate as a limited partnership? What are the advantages and disadvantages involving this entity?

4.2. You are representing a limited partner investing in Unique Partners VC. Please list three provisions you would expect to see in the partnership agreement to align the interests of the investors and managers?