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The Hedge Fund Limited Partnership Agreement is a foundational document used when establishing an investment fund structure in Indonesia. It serves as the primary governing document that defines the legal and operational framework for the hedge fund, detailing the rights and obligations of the general partner (fund manager) and limited partners (investors). This agreement must comply with Indonesian regulatory requirements, particularly those set by the Financial Services Authority (OJK), including Law No. 8 of 1995 on Capital Markets and relevant OJK regulations on investment management. The document encompasses crucial elements such as investment strategies, capital commitment structures, management fees, profit-sharing mechanisms, governance frameworks, and investor protection provisions. It is typically implemented when launching a new hedge fund or restructuring an existing investment vehicle in Indonesia, requiring careful consideration of both local regulatory compliance and international investment management practices.

1. Parties: Identification of the General Partner, Initial Limited Partner, and the Partnership entity

2. Background: Context of the agreement and establishment of the hedge fund partnership

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

4. Formation and Name: Details of partnership formation, registered name, and business address

5. Purpose and Investment Objectives: Fund's investment strategy, objectives, and permitted investment activities

6. Term and Termination: Duration of the partnership and conditions for termination

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

8. Capital Accounts: Maintenance and administration of partners' capital accounts

9. Allocation of Profits and Losses: Method and timing of profit/loss allocation among partners

10. Distributions: Rules governing distributions to partners and distribution hierarchies

11. Management and Operation: Powers and duties of the General Partner, management fee structure

12. Transfer of Interests: Restrictions and procedures for transferring partnership interests

13. Withdrawal Rights: Terms and conditions for partner withdrawals

14. Reporting and Valuations: Requirements for financial reporting and asset valuation methods

15. General Partner Removal: Circumstances and procedures for removal of the General Partner

16. Representations and Warranties: Partner representations regarding authority, capacity, and compliance

17. Confidentiality: Obligations regarding confidential information

18. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms

19. Notices: Procedures for giving notices under the agreement

20. General Provisions: Miscellaneous legal provisions including amendments, severability