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The Investment Mandate Agreement is a crucial document used when establishing a discretionary investment management relationship between an investment manager and a client under Irish law. It sets out the framework within which the investment manager will provide investment services, including the scope of authority, investment objectives, risk parameters, and regulatory obligations. The agreement must comply with Irish financial services legislation, including the Investment Intermediaries Act 1995, MiFID II regulations, and relevant Central Bank of Ireland requirements. It is particularly important for regulated investment firms operating in Ireland and serves to protect both the investment manager and the client by clearly defining their respective rights, obligations, and responsibilities. The document includes detailed provisions on investment strategy, risk management, fees, reporting, and regulatory compliance specific to the Irish market.

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

2. Background: Context of the agreement, regulatory framework, and confirmation of client categorization

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Investment Objectives and Strategy: Agreed investment objectives, strategy, and any restrictions or limitations

6. Services: Detailed description of investment services to be provided

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

8. Manager Representations and Warranties: Manager's confirmations regarding regulatory status, expertise, and capabilities

9. Fees and Expenses: Fee structure, calculation methods, payment terms, and additional expenses

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

11. Risk Disclosures: Mandatory risk warnings and disclosures

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

13. Compliance and Anti-Money Laundering: Regulatory compliance obligations and AML requirements

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

15. Termination: Termination rights, notice periods, and consequences of termination

16. Confidentiality: Confidentiality obligations and permitted disclosures

17. Data Protection: GDPR compliance and data processing terms

18. Notices: Format and delivery of formal notices

19. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions