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1. Parties: Identification of the Asset Manager and the Client with complete details as required by regulations
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Comprehensive definitions of terms used throughout the agreement
4. Appointment and Scope: Formal appointment of the asset manager and detailed scope of services
5. Services: Detailed description of investment management services to be provided
6. Powers and Duties of the Asset Manager: Specific authorities granted to the asset manager and their responsibilities
7. Client Obligations: Responsibilities and obligations of the client including providing accurate information and funds
8. Investment Guidelines: Specific investment parameters, restrictions, and objectives
9. Fees and Expenses: Detailed fee structure, payment terms, and reimbursable expenses
10. Representations and Warranties: Standard and specific representations by both parties
11. Risk Disclosures: Mandatory risk warnings and disclosures as per SEBI requirements
12. Reporting and Valuation: Reporting obligations, frequency, and valuation methodology
13. Confidentiality: Confidentiality obligations and permitted disclosures
14. Term and Termination: Duration of agreement and termination provisions
15. Indemnification: Mutual indemnification provisions and limitations
16. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
17. Notices: Process and addresses for formal communications
18. Miscellaneous: Standard boilerplate provisions including force majeure, assignment, and amendments
1. Investment Committee: Required when the agreement includes formation of an investment committee for decision-making
2. Foreign Investment Provisions: Required when dealing with foreign investments or foreign clients
3. Digital Access and Security: Required when providing online access to portfolio information
4. Sub-delegation: Required when the asset manager may need to delegate certain functions
5. Insurance: Optional section detailing insurance requirements and coverage
6. ESG Compliance: Required when incorporating environmental, social, and governance investment criteria
7. Co-investment Rights: Required when allowing for co-investment opportunities
1. Schedule 1 - Investment Guidelines: Detailed investment strategy, restrictions, and benchmarks
2. Schedule 2 - Fee Structure: Detailed breakdown of management fees, performance fees, and calculations
3. Schedule 3 - Authorized Personnel: List of authorized representatives from both parties
4. Schedule 4 - KYC Documents: List of required KYC documents and compliance requirements
5. Schedule 5 - Reporting Format: Templates and formats for regular reporting
6. Appendix A - Risk Disclosure Document: Mandatory risk disclosure document as per SEBI requirements
7. Appendix B - Power of Attorney: Optional POA for executing investment transactions
8. Appendix C - Client Risk Profile: Client's investment profile and risk assessment
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