The Private Equity Fund Subscription Agreement is a critical document used when investors (Limited Partners) seek to participate in a private equity fund in Indonesia. This agreement serves as the foundational document establishing the legal relationship between the fund and its investors, outlining capital commitments, investment terms, and compliance obligations. It must comply with Indonesian Financial Services Authority (OJK) regulations, particularly OJK Regulation No. 37/POJK.04/2014 on Private Equity Funds, and incorporate local investment law requirements. The document includes essential provisions for capital calls, investor representations, regulatory compliance, and anti-money laundering procedures, while addressing specific Indonesian market considerations and tax implications. It's typically used alongside the fund's constituent documents and may be accompanied by side letters for major investors.
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1. Parties: Identification of the Fund, Fund Manager/GP, and the Subscriber/Limited Partner
2. Background: Context of the fund, its purpose, and the subscription being made
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Capital Commitment: Details of the subscription amount, commitment terms, and payment obligations
5. Drawdown Mechanics: Process and terms for capital calls including notice periods and payment requirements
6. Representations and Warranties: Standard declarations by both the investor and the fund regarding capacity, authority, and compliance
7. Regulatory Compliance: Compliance with Indonesian regulations, including OJK requirements and investment laws
8. Anti-Money Laundering Provisions: AML compliance requirements and ongoing obligations
9. Indemnification: Mutual indemnification provisions and liability limitations
10. Confidentiality: Provisions regarding the confidential treatment of fund information and investor details
11. Notices: Communication procedures and contact details for formal notices
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability
14. Execution: Signature blocks and execution formalities
1. Tax Matters: Specific tax provisions when dealing with foreign investors or complex tax structures
2. FATCA Compliance: Required for funds accepting US investors or having US investments
3. Side Letter Provisions: Reference to any side letter arrangements for major investors
4. Co-Investment Rights: Include when offering co-investment opportunities to certain investors
5. Management Participation: Required when investors are given rights to participate in fund management decisions
6. Electronic Communications: Optional provisions for electronic delivery of notices and documents
1. Subscription Form: Detailed form capturing investor information and subscription details
2. Investor Questionnaire: Due diligence questionnaire for regulatory compliance and investor qualification
3. Wire Instructions: Banking details and payment procedures for capital contributions
4. KYC Requirements: List of required know-your-customer documentation
5. Fund Terms Summary: Key terms from the Fund's Limited Partnership Agreement or constituent documents
6. Power of Attorney: Standard POA form for Indonesian regulatory filings
7. Tax Forms: Required Indonesian tax forms and declarations
8. Regulatory Disclosures: Required OJK disclosures and regulatory acknowledgments
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