### Limited Partnership Fund Ordinance 《有限合夥基金條例》

26. Rights and liabilities of limited partner
(1) A limited partner in a limited partnership fund has the right to participate in the income and profits arising from the management of the assets and transactions of the fund by the general partner in, and the investment manager of, the fund.
(2) A limited partner in a limited partnership fund does not owe any fiduciary duty to the general partner, or any other limited partner, in the fund.
(3) A limited partner in a limited partnership fund does not have day-to-day management rights or control over the assets held by the fund.
(4) A limited partner in a limited partnership fund is not liable for the debts and obligations of the fund beyond the amount of the partner’s agreed contribution.
(5) However, if a limited partner in a limited partnership fund takes part in the management of the fund, the limited partner and the general partner in the fund (and, if applicable, the fund’s authorized representative) are jointly and severally liable for all the debts and obligations of the fund incurred while the limited partner so takes part in the management.

27. Activities conducted by limited partner
(1) For the purposes of this Ordinance—
(a) a limited partner in a limited partnership fund is not to be regarded as taking part in the management of the fund only because the partner conducts an activity set out in Schedule 2; and
(b) the fact that a decision that affects or relates to a limited partnership fund involves an actual or potential conflict of interest is not of itself a reason to regard a limited partner in the fund who takes part in the decision as taking part in the management of the fund.
(2) The enumeration of activities in Schedule 2 does not limit the circumstances in which a limited partner in a limited partnership fund is not to be regarded as taking part in the management of the fund.
(3) For subsection (1)(a), if a limited partnership fund has an authorized representative, a reference to the general partner in the fund in Schedule 2 is a reference to the general partner and the authorized representative.

28. Interpretation of Division 4
In this Division—
Insurance Authority (保監局) means the Insurance Authority established under section 4AAA(1) of the Insurance Ordinance (Cap. 41);
specified person (指明人士), in relation to a limited partnership fund, means—(a) the general partner in the fund; or
(b) the investment manager of the fund.

### Limited Partnership Fund Ordinance 《有限合夥基金條例》

30. Making records available
(1) The specified person of a limited partnership fund must not make the records kept under section 29 available for public inspection.
(2) The specified person of a limited partnership fund must—
(a) make the records kept under section 29 available for inspection and production of copies by an officer of—
(i) the Companies Registry;
(ii) the Customs and Excise Department;
(iii) the Hong Kong Monetary Authority;
(iv) the Hong Kong Police Force;
(v) the Immigration Department;
(vi) the Inland Revenue Department;
(vii) the Insurance Authority;
(viii) the Independent Commission Against Corruption established under section 3 of the Independent Commission Against Corruption Ordinance (Cap. 204);
(ix) the Securities and Futures Commission; or
(x) a department or agency of the Government, or a statutory body, that is specified by the Financial Secretary for the purposes of this paragraph in regulations made under section 92; and
(b) make the financial statements kept under section 29(1)(a) available to the general partner and all the limited partners in the fund for inspection.
(3) If subsection (1) or (2) is not complied with, each of the specified persons commits an offence and is liable—
(a) to a fine at level 5; and
(b) in the case of a continuing offence—to a further fine of $1,000 for each day during which the offence continues.
(4) In this section—
statutory body (法定團體) means a body established or constituted by or under the authority of an Ordinance.

31. Notification of change of place in which records are kept
(1) If there is a change in the place in which the records referred to in section 29 are kept, the general partner in the fund must file a notification of the change with the Registrar.
(2) The notification of change must be filed within 15 days after the change occurs.
(3) The notification of change must be—
(a) in the specified form;
(b) delivered in the specified manner; and
(c) accompanied by the specified fee payable for filing the notification.
(4) If the general partner fails to file the notification of change, the general partner commits an offence and is liable—
(a) to a fine at level 5; and
(b) in the case of a continuing offence—to a further fine of $1,000 for each day during which the offence continues.
(5) Subsection (1) does not apply if there is such a change only because of the change of the address of the fund’s registered office.

### Limited Partnership Fund Ordinance 《有限合夥基金條例》

32. Interpretation of Division 5
In this Division—
accounting professional (會計專業人士) has the meaning given by section 1 of Part 2 of Schedule 1 to Cap. 615;
Cap. 615 (《第615章》) means the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615);
legal professional (法律專業人士) has the meaning given by section 1 of Part 2 of Schedule 1 to Cap. 615.

33. Duty to appoint responsible person
(1) The general partner in a limited partnership fund must appoint a person (who may be the general partner or another person) as a responsible person to carry out the measures set out in Schedule 2 to Cap. 615.
(2) No person may be appointed as a responsible person of a limited partnership fund unless the person is—
(a) an authorized institution;
(b) a licensed corporation;
(c) an accounting professional; or
(d) a legal professional.
(3) The person proposed to be a responsible person in the application for the registration of the fund, as required under item 13 of Schedule 1, is taken to be appointed as a responsible person of the fund under subsection (1) with effect from the registration until a notification of change in respect of the responsible person is filed with the Registrar under section 25.

34. Schedule 2 to Cap. 615 has effect with respect to responsible person
(1) Schedule 2 to Cap. 615 has effect with respect to a responsible person of a limited partnership fund.
(2) For subsection (1)—
(a) a reference to a financial institution in Schedule 2 to Cap. 615 is a reference to a responsible person that is—
(i) an authorized institution; or
(ii) a licensed corporation;
(b) a reference to a DNFBP in that Schedule is a reference to a responsible person that is—
(i) an accounting professional; or
(ii) a legal professional;
(c) a reference to a relevant authority in that Schedule is—
(i) for a responsible person that is an authorized institution—a reference to the Monetary Authority; or
(ii) for a responsible person that is a licensed corporation—a reference to the Securities and Futures Commission; and
(d) a reference to a customer in that Schedule is a reference to a customer of the fund (including a limited partner in the fund).