1. Parties: Identifies the investment manager and the client, including their registered addresses and regulatory status
2. Background: Sets out the context of the agreement, including the manager's regulatory authorizations and the client's desire to appoint the manager
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Appointment and Authority: Formal appointment of the investment manager and scope of discretionary authority
5. Investment Objectives and Restrictions: Outlines the agreed investment strategy, objectives, and any restrictions on investments
6. Client Representations and Warranties: Client's confirmations regarding their status, authority, and understanding of investment risks
7. Manager's Obligations: Details the manager's duties, standard of care, and regulatory compliance obligations
8. Fees and Expenses: Specifies management fees, performance fees, and other charges, including calculation methods and payment terms
9. Reporting and Valuations: Sets out requirements for portfolio reporting, frequency of valuations, and performance measurement
10. Custody Arrangements: Specifies arrangements for safekeeping of client assets and appointment of custodians
11. Risk Disclosures: Mandatory risk warnings and disclosures required by Nigerian regulations
12. Conflicts of Interest: Addresses potential conflicts and how they will be managed
13. Confidentiality: Provisions regarding the confidentiality of client information and trade data
14. Duration and Termination: Term of the agreement and circumstances under which it can be terminated
15. Liability and Indemnification: Limitations of liability and mutual indemnification provisions
16. Notices: Procedures for giving formal notices under the agreement
17. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction for disputes
