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The Hedge Fund Limited Partnership Agreement is a foundational document used when establishing a hedge fund structure in Saudi Arabia. It serves as the primary governing document that defines the relationship between the General Partner (typically the fund manager) and the Limited Partners (investors), while ensuring compliance with Saudi Arabian regulations, particularly those imposed by the Capital Market Authority (CMA) and Shariah law principles. The agreement is essential for investment firms looking to raise and manage capital in Saudi Arabia through a hedge fund structure, providing detailed provisions for fund operation, investment strategies, profit distribution, and risk management. It incorporates specific local requirements such as Shariah compliance mechanisms while maintaining international hedge fund operational standards.

1. Parties: Identification of the General Partner, Limited Partners, and any other key parties such as the Investment Manager

2. Background: Context of the agreement and establishment of the fund structure

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Formation and Purpose: Details of partnership formation, registration, and primary investment objectives

5. Capital Contributions: Rules regarding initial and subsequent capital contributions, commitment periods

6. Investment Strategy and Restrictions: Detailed investment policy, restrictions, and compliance with Shariah principles

7. Management and Administration: Powers and duties of the General Partner and Investment Manager

8. Limited Partners Rights and Obligations: Rights, obligations, and limitations of Limited Partners' liability

9. Profit and Loss Allocation: Distribution waterfall, allocation of profits and losses among partners

10. Fees and Expenses: Management fees, performance fees, and fund expenses structure

11. Transfer of Interests: Rules governing transfer of partnership interests and admission of new partners

12. Withdrawals and Redemptions: Procedures and limitations for partner withdrawals and redemptions

13. Valuation: Methods and timing of fund asset valuation

14. Reports and Information Rights: Reporting obligations, audit requirements, and partner information rights

15. Term and Dissolution: Partnership duration, termination events, and dissolution procedures

16. General Provisions: Governing law, dispute resolution, notices, and other standard provisions