to address these important matters of variation, nccusl adopted limited liability partnership amendments (ullpa) to rupa in 1995. a number of states have adopted rupa, and a few have already adopted the ullpa. recent amendments to the alternative entity statutes clarified that the default fiduciary duties may be expanded, restricted or eliminated by provisions in a limited partnership agreement or limited liability company agreement, provided, however, that the implied contractual covenant of good faith and fair dealing may not be eliminated.