b'Inalimitedpartnership,thegeneralpartner(GP)hasunlimited liability for all acts of the partnership. Best practice is for the GP to be a separate limited liability company comprising the asset manager (possibly a joint venture, as described above). The GP is the asset manager and the management class and limited partners (LPs) are the passive investor class.You will need to use the LP model if you expect to have Canadian investors, as the tax treaty between the U.S. and Canada offers tax benefits to Canadians who invest in U.S. LPs, but it was written before limited liability companies existed, so it doesnt apply to them. 166'