Asset Management Agreement Template for India

A comprehensive legal agreement governed by Indian law that establishes the terms and conditions under which an asset management company provides professional investment management services to clients. The agreement complies with SEBI (Securities and Exchange Board of India) regulations and outlines the scope of services, investment guidelines, fee structure, reporting requirements, and fiduciary responsibilities. It includes mandatory risk disclosures and operational procedures while incorporating requirements under the Indian Contract Act, 1872, and relevant SEBI guidelines for portfolio management services.

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What is a Asset Management Agreement?

The Asset Management Agreement serves as the primary contractual document between professional investment managers and their clients in India, establishing the framework for discretionary or non-discretionary management of investment portfolios. This agreement is essential for any entity providing asset management services under SEBI regulations and must comply with the SEBI (Portfolio Managers) Regulations, 2020. It details the scope of services, investment strategy, risk parameters, reporting requirements, and fee structures while incorporating necessary regulatory disclosures and compliance requirements. The document is particularly crucial for financial institutions, wealth management firms, and asset management companies operating in India, as it provides legal protection and clarity on the rights and obligations of all parties involved in the investment management relationship.

What sections should be included in a Asset Management Agreement?

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

What sections are optional to include in a Asset Management Agreement?

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

What schedules should be included in a Asset Management Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use

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