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The Asset Management Agreement is a fundamental document used when a professional asset manager takes on the responsibility of managing investments on behalf of a client in Hong Kong. It serves as the primary contractual framework governing the relationship between a licensed asset manager and their clients, whether institutional, professional, or high-net-worth individuals. The agreement must comply with Hong Kong's robust regulatory framework, particularly the Securities and Futures Ordinance and various codes and guidelines issued by the Securities and Futures Commission. It typically includes detailed provisions on investment mandates, risk management, fee structures, reporting requirements, and regulatory compliance obligations. This document is essential for asset managers operating in Hong Kong's financial markets and must reflect current regulatory requirements while protecting both parties' interests.

1. Parties: Identification of the asset manager and the client, including their registered addresses and regulatory status

2. Background: Context of the agreement and brief description of the services to be provided

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

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

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

6. Investment Objectives and Restrictions: Client's investment objectives, strategy, and any investment restrictions

7. Fees and Expenses: Management fees, performance fees, and other charges, including calculation methods and payment terms

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

9. Manager's Representations and Warranties: Manager's confirmations regarding licensing, authority, and capabilities

10. Risk Disclosures: Mandatory risk warnings and disclosures required under Hong Kong law

11. Compliance and Reporting: Regulatory compliance obligations and reporting requirements

12. Instructions and Communications: Procedures for giving and receiving instructions and other communications

13. Confidentiality and Data Protection: Obligations regarding confidential information and personal data protection

14. Liability and Indemnification: Extent of manager's liability and mutual indemnification provisions

15. Termination: Circumstances and procedures for termination of the agreement

16. Governing Law and Jurisdiction: Choice of Hong Kong law and jurisdiction for disputes

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment