This Investment Advisory Agreement is made on (date) between Raju Satpute (Proprietor) The Equal Research Investment Advisor, which is a SEBI registered Investment advisory.
Adviser having registered number INA000004377 dated December18,2018 and having its office at Plot no-26 pu-4 Vijay Nagar ,Indore, Madhya Pradesh - 452001 hereinafter called the Investment Adviser or The Equal Research Investment Advisor , (client name) s/o , having its residence at , hereinafter called the Client.
That the expression of the term, Investment Adviser and Client shall mean and include their legal heirs, successors, assigns and representatives, etc.
WHEREAS Investment Adviser is been authorised by SEBI to provide investment advice in terms of SEBI (Investment Advisers) Regulations, 2013.
AND WHEREAS Client is desirous of availing the Investment Advisory services from the Investment Adviser on the terms & conditions as described hereinafter.
NOW, THEREFORE, in consideration of the mutual covenants contained in this agreement,the parties hereby agree as follows:
1. Appointment of the Investment Adviser
In accordance with the applicable laws, client hereby appoints, entirely at his / her / its risk, The Equal Research Investment Advisor to provide Investment Advisory services in accordance with the terms and conditions of the agreement as mandated under
Regulation19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.
2. Consent of the client
2.1 I/ We have read and understood the terms and conditions of Investment Advisory services provided by the Investment Adviser along with the fee structure and mechanism for charging and payment of fee.
2.2 Based on our written request to the Investment Adviser, an opportunity was provided by the Investment Adviser to ask questions and interact with ‘person(s) associated with the investment advice’.
2.3 Client also hereby gives his consent to the Risk Profiling done by the Investment Adviser.
3. Declaration from the Investment Adviser that:
3.1 Investment Adviser shall neither render any investment advice nor charge any fee until the client has signed/ given consent to this agreement.
3.2 Investment Adviser shall not manage funds and securities on behalf of the client and that it shall only receive such sums of monies from the client as are necessary to discharge the client’s liability towards fees owed to the Investment Adviser.
3.3 Investment Adviser shall not, in the course of performing its services to the client, hold out any investment advice implying any assured returns or minimum returns or target return or percentage accuracy or service provision till achievement of target returns or any other nomenclature that gives the impression to the client that the investment advice is risk-free and/ or not susceptible to market risks and or that it can generate returns with any level of assurance.
4. Fees specified under Investment Adviser Regulations and relevant circulars issued thereunder
4.1 As per clause 15A of SECURITIES AND EXCHANGE BOARD OF INDIA (INVESTMENT ADVISERS) REGULATIONS, 2013 “Investment Adviser shall be entitled to charge fees for providing investment advice from a client in the manner as specified by the Board.”
4.2 Circular No.: SEBI/HO/IMD/DF1/CIR/P/2020/182 dated Sep 23, 2020,
may be referred to access the guidelines issued by SEBI in this regards: https://www.sebi.gov.in/legal/circulars/sep-2020/guidelines-forinvestmentadvisers_47640.html
5.1 In consideration for the services to be rendered by Investment Adviser, the Client agrees to pay to Investment Adviser charges/fees as per Investment Adviser’s schedule of charges/fees (more particularly described in Schedule A).
5.2 The payment of fees shall be through any mode which shows traceability of funds. Such modes may include account payee crossed cheque/ Demand Drafts or by way of direct credit to the bank accounts through NEFT/RTGS/ IMPS/ UPI or any other mode specified by SEBI from time to time. However, the fees shall not be in cash.
5.3 The client agrees to pay balance fees within 7 days of payment due date, as mentioned in Schedule A, failing which the services would be stopped and the agreement would stand cancelled.
6. Scope of services:
The Investment Adviser agrees to provide services to the client as mentioned below:
Further based on Risk Category and considering Age, Income, Client’s Desire to Invest in Equity market, Investment Goal, Disposable income, Surplus fund and other factors of client as informed by client, Investment Adviser has advised and client has also agreed to take the service as mentioned in Annexure II. Further, the Investment Adviser shall act in a fiduciary capacity towards its clients at all times.
7. Functions of the Investment Adviser:
7.1 Investment Adviser shall provide Investment Advisory Services to the Client during the term of this Agreement as permitted under applicable laws and regulations governing Investment Adviser. The services rendered by the Investment Adviser are non-binding non-recourse Advisory in nature and the final decision on the type of instruments; the proportion of exposure and tenure of the investments shall be taken by the Client at its discretion.
7.2 Investment Adviser shall act in a fiduciary capacity towards its clients at all times. Investment Adviser shall act in a bonafide manner for the benefit and in the interest of the Client.
7.3 Investment Adviser shall be in compliance with the SEBI (Investment Advisers) Regulations, 2013 and its amendments, rules, circulars and notifications.
7.4 Investment Adviser shall be in compliance with the eligibility criteria as specified under the IA Regulations at all times.
7.5 Pursuant to the SEBI (INVESTMENT ADVISERS) REGULATIONS, 2013 guidelines with respect to Risk Profiling and Suitability Assessment, Investment Adviser shall conduct proper risk profiling and risk assessment for each of the clients. As per risk analysis, risk capacity, risk aversion & client requirement, the Investment Adviser needs to ensure that correct product/service as per client risk tolerance capacity is being offered, which is suitable for client.
7.6 Investment Adviser shall maintain client-wise KYC, advice, risk
assessment, analysis reports of investment advice and suitability terms and conditions document, rationale of advice, related books of accounts and a register containing list of clients along with dated investment advice in compliance with the SEBI (Investment Advisers) Regulations, 2013.
7.7 Investment Adviser shall get annual compliance audit conducted as per the SEBI (Investment Advisers) Regulations, 2013.
7.8 Investment Adviser undertakes to abide by the Code of Conduct as
specified in the Third Schedule of the SEBI (Investment Advisers)Regulations, 2013. Investment Adviser shall not receive any consideration in any form, if the client desires to avail the services of intermediary recommended by Investment Adviser.
8. Investment objective and guidelines:
8.1 Investment Adviser would provide investment advice in listed Equity Shares (Large cap/ Mid-Cap/ Small Cap) as chosen by the client in Risk profiling form.
8.2 Investment Adviser undertakes to recommend direct implementation of advice i.e. through direct schemes/ direct codes, and other client specifications / restrictions on investments, if any.
8.3 Investment Adviser shall provide investment advice based on the risk profiling conducted for the client, total budgeted investment amount of the client and time period for deployment as informed by the client.
8.4 Investment Adviser shall communicate the tax related aspects pertaining to investment advice and as applicable on the investment adviser’s fee, if any. Further, Client expressly understands and agrees that Investment Adviser is not qualified to, and does not purport to provide, any legal, accounting, estate, actuary, or
tax advice or to prepare any legal, accounting or tax documents. Nothing in this Agreement shall be construed as providing for such services. Client will rely on his or her tax attorney or accountant for tax advice or tax preparation.
9. Risk Factors:
The Client hereby agrees to undertake the risks pertaining to the investments as stated herein:
a) Investment in equities, derivatives, mutual funds and Exchange Traded Index are subject to market risks and there is no assurance or guarantee that the objective of the Investment Strategy will be achieved.
b) Past performance of the Investment Adviser does not indicate the future performance. Investors are not being offered any guaranteed returns.
c) Investors may note that Investment Adviser’s investment advice may not be always profitable, as actual market movements may be at variance with anticipated trends.
d) The Investment Adviser is neither responsible nor liable for any losses resulting from Investment Advisory Services.
e) The liquidity of the Investment Adviser’s investment advice is inherently restricted by trading volumes in the securities in which it invests.
f) The Investment Adviser may, considering the overall level of risk of the client, advice lower rated/ unrated securities offering higher yields. This may increase the risk of the client’s portfolio.
g) The performance of the Investment Strategies may be affected by changes in Government policies, general levels of interest rates and risks associated with trading volumes, liquidity and settlement systems in equity and debt markets.
h) The names of the products/nature of investments do not in any manner indicate their prospects or returns. The performance of equity related investment strategies may be adversely affected by the performance of individual companies, changes in the market place and industry specific and macro-economic factors.
i) There are inherent risks arising out of investment approach, investment objectives, investment strategy, asset allocation and non-diversification of portfolio.
j) Changes in Applicable Law may impact the performance of the Portfolio.
10. Validity of advisory services:
10.1 This Agreement shall remain in force for duration of service as mentioned in this agreement; however, on mutual consent by Client and by the Investment Adviser, Advisory services may be renewed before expiry of services. Client can renew services by paying Fees as mentioned in this agreement or less as mutually agreed by both the parties for next tenure of services.
10.2 The Agreement will be deemed to be terminated after date of completion of the agreement term if not renewed for the subsequent term under the prevalent terms & conditions
The Investment Adviser and the client shall be entitled to make amendments to this agreement after mutual agreement. This Agreement may be amended or revised only by an instrument endorsed by the Client and by Investment Adviser.
12.1 This Agreement may be terminated under the following circumstances, namely-
(a) Voluntary / mandatory termination by the Investment Adviser.
(b) Voluntary / mandatory termination by the client.
(c) Suspension/Cancellation of registration of Investment Adviser by SEBI.
(d) Any other action taken by other regulatory body/ Government authority.
12.2 In case of a voluntary termination of the agreement, the client would be required to give a 30 days prior written notice while the Investment Adviser would be required to give a 30 days prior written notice.
12.3 In case of suspension of the certificate of registration of the IA, the client may be provided with the option to terminate the agreement.
13. Implications of Amendments and termination:
13.1 Notwithstanding any such termination, all rights, liabilities and obligations of the parties arising out of or in respect of transactions entered into prior to the termination of this relationship shall continue to subsist and vest in/be binding on the respective parties or his/its respective heirs, executors, administrators, legal representatives or successors, as the case may be;
13.2 In case the clients are not satisfied with the services being provided by the investment adviser and want to terminate/ stop Investment Advisory services or the investor adviser is unable to provide Investment Advisory services, either party shall have a right to terminate Investment Advisory relationship at any time subject to refund of Advisory fee after deducting one quarters fee as breakage fee in case termination is initiated by the clients and refund of the proportionate Advisory fee in case termination is initiated by Investment Adviser.
14. Relationship with related parties:
14.1 The Investment Adviser hereby declares that it is carrying on its activities independently, at an arms-length basis with its related parties.
14.2 Investment Adviser does not have any conflict of interest of the investment Advisory activities with its relationship with related parties, such conflict of interest shall be disclosed to the client as and when they arise.
15. Investment Adviser engaged in other activities:
15.1 Investment Adviser shall not provide any distribution services, for securities and investment products, either directly or through their group to an Advisory client.
15.2 Investment Adviser shall not provide investment Advisory services, for securities and investment products, either directly or through their group to the distribution client;
16. Representation to client:
Investment Adviser shall ensure that it will take all consents and permissions from the client prior to undertaking any actions in relation to the securities or investment product advised by the investment adviser.
17. No right to seek Power of Attorney:
The Investment Adviser hereby declares that it shall not seek any power of attorney or authorizations from its clients for implementation of investment advice.
18. No conflict of interest:
18.1 Investment Adviser does not have any conflict of interest of the investment Advisory activities, such conflict of interest shall be disclosed to the client as and when they arise.
18.2 Investment adviser shall not derive any direct or indirect benefit out of the client’s securities/investment products.
19. Maintenance of accounts and confidentiality:
19.1 Investment Adviser shall be responsible for maintenance of client accounts and data as mandated under the SEBI (Investment Advisers) Regulations, 2013.
19.2 Investment Adviser shall not divulge any confidential information about its client, which has come to its knowledge, without taking prior permission of its client, except where such disclosures are required to be made in compliance with any law for the time being in force.
20. Liability of Investment Adviser.
Except as otherwise provided by law, Investment Adviser or its officers, Partners, employees or affiliates will not be liable to Client for any loss that:
a. client may suffer by reason of any depletion in the value of the assets under advice, which may result by reason of fluctuation in asset value, or by reason of non-performance or under-performance of the securities/funds or any other market conditions;
b. Client may suffer as a result of Investment Adviser’s investment advice or other action taken or omitted in good faith and with the degree of care, skill, prudence and diligence that a prudent person acting in a similar fiduciary capacity would use in conducting an enterprise of a similar nature and with similar objectives under the circumstances;
c. Caused by following Client’s written or oral instructions;
d. Caused by using inaccurate, outdated or incomplete information provided by Client and/or by Client’s failure to promptly inform Advisor of changes in his or her financial and/or economic situation, investment objectives or any restrictions that may affect the management of Client’s account.
21. Representations and covenants:
Investment Adviser undertakes to comply with the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 and its amendments, rules, circulars and notifications and keep the SEBI registration valid throughout the term of the Agreement and shall also ensure that Investment Adviser, principal officer, persons associated with the investment advice are qualified and certified all times as per the Regulations.
22. Death or Disability of client:
22.1 The death or incapacity of the Client shall not terminate the authority of Investment Adviser granted herein until Investment Adviser receives actual notice of such death or incapacity. Upon such notice client’s executor, guardian, successor, nominee, attorney-in-fact or other authorized
representative must engage Investment Adviser in order to continue to service client’s accounts.
22.2 The liability of fees dues with respect to services would be on the authorized representative of the client.
23. Death or Disability of investment adviser:
Investment Adviser appoints as the Obligor in the event of
Investment Adviser’s death / disability.
Obligor must take the steps including but not limited to in the event of the above eventuality:
(a) giving notice to all clients of the occurrence of the eventuality and confirmation of having taken charge over by the Obligor
(b) settlement of account with the client (fees payable and/or fees refundable),
(c) completion of transition of any outstanding business to another duly registered investment adviser,
(d) redressal of any outstanding or new disputes / claims of clients.
24. Settlement of disputes and provision for arbitration
24.1 No suit, prosecution or other legal proceeding shall lie against the Investment adviser for any damage caused or likely to be caused by anything which is done in good faith or intended to be done under the provisions of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.
24.2 All disputes, differences, claims and questions whatsoever arising from this Agreement between the Client and Investment Adviser and/or their respective representatives touching these presents shall be in accordance with and subject to the provisions of The Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force. Such Arbitration proceedings shall be held at New Delhi and the language of Arbitration will be English.
24.3 The Investment Adviser has formulated this Agreement in accordance with the Regulations, Rules and other guidelines of SEBI, and other concerned authorities subject to modification to the extent required by any applicable law, regulation, rule or guideline. This Agreement and the rights and liabilities of the parties shall always be subject to the Act, the Regulations,
the Rules and guidelines of SEBI and other concerned authorities.
25. Adherence to grievance redressal timelines
Investment Adviser shall be responsible to resolve the grievances within the timelines specified under SEBI circulars. In case of any query or grievance, client shall contact through following medium:
Tel No.: +91
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
27. Force Majeure
27.1 The Investment Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply.
27.2 In the event of equipment breakdowns beyond its control, the Adviser shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
28. Means of communication
The Investment Adviser will render investment advice by the way
of . Client shall only accept such advice which is provided to him/her by . Investment Adviser shall not be liable if the client accepts the advice which is provided to him by any other means. Further client shall acknowledge any communication via mail through or domain name only.
Investment Adviser will not be liable for any email which is been received by client from any other domain name.
29. Disclosures and Disclaimer
Client shall read the disclosure and disclaimer as mentioned on website and Investment Adviser shall disclose to the client, if there is any change in the information contained therein.
Each party agrees to perform such further actions and execute such further agreements as are necessary to effectuate the purposes hereof. IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date(s) set
Raju Satpute (Proprietor) The Equal Research Investment Advisor SEBI Registered Investment Advisers
Registration No. INA000004377
(Type of Registration- Individual, Validity of Registration- perpetual
Address: Plot no -26 ,Pu -4 Vijay nagar ,Near Behind c21 mall,
, Indore, Madhya Pradesh – 452001
Contact No: 0731-4069421 / +91-9644444111, Email: email@example.com
SEBI regional/local office address - 104-105, Satguru Parinay, Opposite C-21 Mall,
Indore - 452010, Madhya Pradesh
Tel. Board: +91-0731-2557002