The Asset Management Agreement is essential for establishing a formal investment management relationship between professional asset managers and their clients in Germany. It is required whenever an authorized investment firm provides discretionary asset management services, ensuring compliance with German financial regulations including KWG, KAGB, and WpHG. The document defines investment objectives, risk parameters, fee structures, and reporting requirements while incorporating mandatory regulatory disclosures and client protections. This agreement is particularly crucial as it establishes fiduciary responsibilities and operational parameters within the strict German regulatory framework, which includes MiFID II implementation and specific investor protection requirements.

1. Parties: Identification of the asset manager and the client, including regulatory status and contact details

2. Background: Context of the agreement and confirmation of the asset manager's regulatory authorization

3. Definitions: Key terms used throughout the agreement, including regulatory and technical terms

4. Appointment and Authority: Formal appointment of the asset manager and scope of discretionary authority

5. Services: Detailed description of asset management services to be provided

6. Investment Objectives and Guidelines: Client's investment objectives, risk profile, and investment restrictions

7. Client Representations and Warranties: Client's confirmations regarding their status, authority, and understanding of risks

8. Manager's Obligations: Key responsibilities and duties of the asset manager, including regulatory obligations

9. Fees and Expenses: Management fees, performance fees, and other charges

10. Reporting and Valuations: Frequency and content of reports, valuation methodology

11. Risk Disclosures: Mandatory risk warnings and disclosures under German law

12. Conflicts of Interest: Disclosure and management of potential conflicts

13. Liability and Indemnification: Scope of liability and indemnification provisions

14. Term and Termination: Duration, termination rights, and consequences of termination

15. Confidentiality and Data Protection: Confidentiality obligations and GDPR compliance

16. Anti-Money Laundering: AML obligations and requirements

17. Notices: Communication methods and contact details

18. Governing Law and Jurisdiction: Confirmation of German law and jurisdiction