1. Parties: Identification of the primary investment adviser and sub-adviser, including regulatory status and licensing information
2. Background: Context of the agreement, including reference to the primary adviser's client agreements and regulatory framework
3. Definitions: Key terms used throughout the agreement, including investment-related terminology and regulatory references
4. Appointment and Scope: Terms of sub-adviser appointment and detailed scope of delegated investment management services
5. Duties and Responsibilities: Specific obligations of the sub-adviser including investment management, reporting, and compliance duties
6. Compliance with Laws: Obligations to comply with applicable laws, regulations, and regulatory requirements
7. Representations and Warranties: Standard and specific representations from both parties, including licensing and capability confirmations
8. Fees and Expenses: Fee structure, calculation method, payment terms, and responsibility for expenses
9. Standard of Care and Liability: Expected standard of care, limitations of liability, and indemnification provisions
10. Confidentiality: Protection of confidential information and client data
11. Conflicts of Interest: Procedures for identifying, managing, and disclosing conflicts of interest
12. Reporting and Records: Requirements for performance reporting, record-keeping, and information sharing
13. Term and Termination: Duration of agreement, termination rights, and post-termination obligations
14. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and governing law
