This Investment Advisory Agreement is made on between Veena Sharma proprietor Research Guru SEBI registered Investment Adviser having registered number INA000005507 and having its office at Plot No. 79, Office No. 01, PU-03, Scheme No. 53 Vijay Nagar, Indore - 452010 hereinafter called the Investment Adviser
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 wishes to invest in the securities market in accordance with the advice of the Investment Adviser.
NOW, THEREFORE, in consideration of the mutual covenants contained in this agreement, the parties hereby agree as follows:
Appointment of the Investment Adviser: In accordance with the applicable laws, client hereby appoints, entirely at his / her / its risk, the Investment Adviser to provide the required services (advice relating to investing in, purchasing, selling or otherwise dealing in securities or investment products, and advice on investment portfolio containing securities or investment products, whether written communication or through SMS for the benefit of the client and shall include financial planning)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.
Consent: The Client hereby provides consent to the following that he/she had 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 and based on my 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’.
Declaration from Investment Adviser: The Investment Adviser hereby declares that it
shall neither render any investment advice nor charge any fee until the client has signed this agreement.
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.
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.
Fees specified under Investment Adviser Regulations and relevant circulars issued there under: As per the Regulation 15A of the SEBI Investment Adviser Regulations and Circular SEBI/HO/IMD/DF1/CIR/P/2020/182 on Guidelines for Investment Advisers dated September 23, 2020, an Investment Adviser can charge fees from the clients in either of the two modes:
a) Assets Under Advice (AUA) mode or b) Fixed Fee Mode. The maximum fee that Investment Adviser can charge is 2.5% of AUA or Rs.1,25,000 per annum.
Fees: The advisory fees would be Rs. /- ().
Client agrees to pay to the Investment Adviser a fee on the first business day of each calendar month/quarter. The Client agrees to pay the Investment Adviser a late penalty in the amount of Rs. 1000 per month for any fees or expense reimbursements that the Investment Adviser receives more than ten business days late. Client agrees to pay all the Investment Adviser’s reasonable attorneys’ fees and collection costs if the Investment Adviser has uncollected accounts-receivable from Client for more than a month. The Client acknowledges that the Investment Adviser will immediately stop providing investment advisory services in the event that the Investment Adviser has uncollected accounts receivable from Client for more than a month. Further the client shall refer the Fees Schedule in Annexure II.
Scope of Services: Investment Adviser provides the services as mentioned in Annexure I. Further based on your Risk Capacity and considering your Age, Income, Investment Goal, Disposable income and other factors, Investment Adviser has advised and client has also agreed to take service for a duration of . Further, the Investment Adviser shall act in a fiduciary capacity towards its clients at all times.
The Client and the Investment Adviser each have duties and obligations under this Agreement. By signing this Agreement, the Client and the Investment Adviser agree to perform the following:
The Investment Adviser agrees to deliver the following investment advice process:
DEFINE how the Investment Adviser will work together with Client
LEARN about Client and Client’s goals
ANSWER Client’s questions
ANALYZE individual stocks for possible acquisitions for Client’s portfolio
CONSTRUCT an investment advice on individual stocks that the Investment Adviser believes to generate favourable risk-adjusted investment returns for Client
MEASURE, MANAGE, and REPORT to Client the progress of the investment advice provided
UPDATE Client’s strategy to accommodate changes
Client agrees to:
Provide all documents and information requested.
Provide the Investment Adviser with written authorization whenever Client wishes the Investment Adviser to disclose Client’s confidential information to third parties.
Inform the Investment Adviser promptly of changes in Client's personal financial situation.
Definitions: In this Agreement (including the above Recitals) and in the Annexures hereto, unless the context otherwise requires, the following expressions shall have the respective meanings set out against them:
Act means SEBI Act, 1992.
Capital means an amount maintained by client in his Trading Account.
Client means any person who has subscribed to the Investment Adviser’s products or services or who has entered into this Agreement.
Derivative means as defined under section 2 of the Securities Contract Regulation Act, 1956 and includes inter alia the following:
(1) A security derived from a debt instrument, share, loan whether secured or unsecured, risk instrument or contract for differences or any other form of security;
(2) A contract which derives its value from the prices, or index or prices, of underlying securities
Effective Date means the date of execution of this Agreement.
Financial Risk is a type of danger that can result in the loss of capital.
Futures are derivative financial contracts that obligate the parties to transact an asset at a predetermined future date and price.
Investment Adviser means Veena Sharma proprietor Research Guru INA000005507.
Options: The contractual right, but not obligation, to buy (call option) or sell (put option) a specified amount of underlying security at a fixed price (strike price) before or at a designated future date (expiration date). The option writer is the party that sells the option. As per the Securities Contract Regulation Act (SCRA), “option in securities” means a contract for the purchase or sale of a right to buy or sell, or a right to buy and sell, securities in future, and includes a teji, a mandi, a teji mandi, a galli, a put, a call or a put and call in securities.
Price Target is the projected future price level of an asset as stated by an investment adviser. The price target is based on assumptions about the asset's future supply and demand, technical levels, and fundamentals.
Quarter means a period of 3 successive calendar months ending on the last date of the month of March or June or September or December of the respective calendar year.
Regulations means SEBI (Investment Advisers) Regulations, 2013.
SEBI means Securities and Exchange Board of India.
Securities means Securities as defined under Section 2 of Securities Contracts and Regulation Act, 1956.
Services means the investment advisory services provided by the Investment Adviser, more particularly set out in the Annexure I.
Stock is a general term used to describe the ownership certificates of any company.
Stop loss means an advance order to sell an asset when it reaches a particular price point. It is used to limit loss or gain in a trade.
Trailing stop loss is a type of stop-loss order that combines elements of both risk management and trade management. Trailing stops are also known as profit protecting stops because they help lock in profit on a trade while also capping the amount that will be lost if the trade doesn't work out.
Website shall mean ___www.researchbhaskar.com__and such other internet sites maintained/launched/designated by Investment Adviser.
Role, Functions and Responsibilities of the Investment Adviser:Functions, obligations, duties and responsibilities of the Investment Adviser (including principal officer and all persons associated with the investment advice), as envisaged in the Regulations with specific provisions covering, inter alia: terms of compliance with the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 and its amendments, rules, circulars and notifications, including but not limited to Risk assessment procedure of client including their risk capacity and risk aversion; maintenance of records as per Regulation 19;Provisions regarding audit as per the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.
Investment Adviser undertake to abide by the Code of Conduct as specified in the Third Schedule of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 as mentioned in Annexure V.
Investment Adviser also undertakes to keep the SEBI registration valid throughout the term of the Agreement and shall maintain the Net worth 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.
Further, Client has hired Investment Adviserto act as his or her investment adviser to perform the services described in this Agreement. Specifically, client grants Investment Adviser full power to direct the investment and reinvestment of the assets in the account, the proceeds and any additions. Investment Adviser’s authority over client’s investments includes discretionary authority to advice the client regarding purchase, sell or hold securities for client’s account in accordance with client’s objectives as client has communicated them to Investment Adviser. Investment Adviserwill have no authority to execute any trade or withdraw or transfer assets from client’s account.
Investment Adviserwill generally be available to discuss client’s account during normal business hours. Investment Adviser will attempt to review with client at least annually to discuss client’s investment needs, goals and objectives.
No services other than those discussed in this Agreement, are implied or guaranteed, except as individually negotiated and confirmed in writing.
Investment Adviser is responsible only for the assets (financial assets) over which client has provided Investment Adviser discretionary authority and not for the diversification or prudent investment of any other assets of Client.
Investment Adviseris acting as a fiduciary regarding its investment advisory services for Client and must put Client’s interests above its own in managing Client’s account. Investment Adviseragrees to provide these services to Client in a manner consistent with its fiduciary duty to Client and the provisions of all applicable laws, including the SEBI Investment Advisers Regulations, 2013. (the “Regulations”). Before signing this agreement and periodically during the parties’ advisory relationship, Investment Adviserwill provide Client written disclosures of any conflicts of interest that might reasonably compromise Investment Adviser’s impartiality or independence.
Investment Adviserre presents and warrants that Investment Adviser(including its Investment Adviser Representatives) do not receive any compensation or other remuneration that is contingent on any client’s purchase or sale of a financial product. Investment Adviserdoes not receive a fee or other compensation from another party based on the referral of a client or client’s business. Investment Advisermay refrain from rendering any advice or services concerning Securities of companies in which Investment Advisermay have substantial economic interest or other conflict, unless Investment Adviserdiscloses such conflict to Client before providing such advice or services with respect to Client’s account.
Client’s Responsibilities: Client agrees to deliver to Investment Adviser a written statement of his or her investment objectives, policies and restrictions, as Investment Adviser may reasonably require. Client also agrees to provide all corporate resolutions or similar documentation necessary to establish the undersigned’s authority to execute and deliver this Agreement. Client agrees to promptly deliver all amendments or supplements to these documents and agrees that Investment Adviser will not be liable for any losses, costs, damages or claims arising out of Client’s failure to provide Investment Adviser with any of these required documents, Client acknowledges that Investment Adviser’s services to Client will depend upon the information that Investment Adviser has concerning Client’s net worth, income, investment goals and objectives, ability to assume risk, income needs, tax situation and estate plan, and other similar information. Therefore, Investment Adviser cannot adequately perform those services unless Client provides Investment Adviser with this information, updates it when it changes and otherwise diligently performs his or her responsibilities under this Agreement. Among other things, Client represents that the information set forth in the Risk profiling form is an accurate representation of his or her financial position and the investment needs for the account. Client will promptly inform Investment Adviser of any significant changes in that information. Client will also provide Investment Adviser with any other information or documentation that Investment Adviser may request in connection with this Agreement or related to Client’s investment profile. Client is responsible for the accuracy and completeness of all information provided to Investment Adviser and agrees that Investment Adviser is not responsible for any losses, costs, damages or claims caused by Client’s failure to provide such information to Investment Adviser.
Client also agrees to provide its PAN No. along with its ID proof as in when required by the Investment Adviser for completing the KYC of client. Client also acknowledges that Investment Adviser may also fetch his KYC details from the KRA Portal(s) and in case of mismatch of any details Investment Adviser may ask for a fresh KYC from client. Client shall provide correct and accurate details to the Investment Adviser when Investment Adviser is carrying out his Risk Profiling, so that Investment Adviser may provide suitable investment advice to the client.
Client also agrees to give Investment Adviser prompt written notice of any modifications, changes or investment restrictions applicable to the account and to notify Investment Adviser if Client deems any investments recommended or made for the account to be in violation of such investment objectives or restrictions. Unless Client promptly notifies Investment Adviser in writing of specific investment restrictions on the account, investments in line with Client’s stated investment objectives that Investment Adviser recommends or makes on behalf of Client shall be deemed to be in conformity with Client’s investment objectives.
Client acknowledges that tax considerations are not generally a factor in providing investment advice, and that it is Client’s responsibility to notify Investment Adviser if such considerations are relevant to Client’s overall financial circumstances.
If Client wants to make a particular investment that Investment Adviser did not recommend using funds in the Advisor-managed account, Client must withdraw the funds needed before making the investment to eliminate any question of responsibility for the performance of this investment. If Client makes trades in an account that Investment Adviser has not agreed to make trades in, Investment Adviser may immediately discontinue services and cancel this Agreement. Further the Investment Adviser shall not be responsible, if the client makes the trade in excess of the lot size, quantity or other limit specified by the Investment Adviser. If during the term of this Agreement, Client asks Investment Adviser to advice on certain specific individual securities at the direction of Client, Client acknowledges that Investment Adviser shall do so as an accommodation only and that Client shall maintain exclusive ongoing responsibility for monitoring these individual securities and their disposition. Client acknowledges and agrees that Investment Adviser is in no way responsible for the performance of securities that Client purchases on Client’s own, regardless of whether they are reflected on any quarterly account reports prepared by Investment Adviser.
Client agrees that Investment Adviser is entitled to rely upon the accuracy of information furnished by Client or on Client’s behalf, without further investigation. Investment Adviser is not required to verify any information obtained from Client or Client’s other professional advisors, such as accountants or attorneys.
Risk Factors: Based on risk involved in Stock Market, financial profile and investment experience, clients can be categorized into following categories: -
(High Risk) - As an aggressive investor you are ready to take higher risk expecting greater returns. This is a result of your urge to get more income and capital growth. You are well place to recover from unforeseen market downturns either because you have time on your side or access to capital returns.
(Medium Risk) – As a moderate investor your portfolio should have a bias towards capital growth and a little need of income. You are prepared to accept higher degree of volatility and risk. Your primary concern is to accumulate assets over the medium to long term.
(Low Risk) - As a conservative investor your investment portfolio is directly focused on capital growth as well as protecting the wealth already accumulated by you. Your portfolio should be yielding capital for maintaining assets. Calculated risk is accepted to yield better returns.
Types of risks and services covered under them
In case of a voluntary termination of the agreement, the client as well as the Investment Adviser would be required to give a 30 days prior written notice.
In case of suspension of the certificate of registration of the Investment Adviser, the client may be provided with the option to terminate the agreement.
Upon receipt of a notice of termination from the Client, the Investment Adviser shall immediately cease providing investment advice. Thereafter, the Investment Adviser shall have no responsibility with respect to the existing investments of the client. If the termination occurs prior to the end of a month/quarter, fees will be prorated in an amount equal to the portion of the fee attributable to the provided services. Upon termination of the Agreement by the Client, the Client shall be responsible for paying the Investment Adviser the final monthly/ quarterly fees. Further, in the event of pre-mature termination of the Investment Advisory services in terms of agreement, the client shall be refunded the fees for unexpired period. However, Investment Adviser may retain a maximum breakage fee of not greater than one quarter fee.
The Investment Adviser shall not provide any distribution services, for securities and investment products, either directly or through their group to an advisory client and shall not provide investment advisory services, for securities and investment products, either directly or through their group to the distribution client.
Custody of Assets and Brokerage of transactions: Investment Adviser shall not be liable to Client for any act, conduct or omission by the Custodian in its capacity as broker or custodian. Investment Adviser shall not be responsible for ensuring Custodian’s compliance with the terms of the brokerage account or payment of brokerage or Custodian charges and fees. Client shall be responsible for brokerage expenses that are billed directly by the Custodian.
The assets in the account remain in Client’s possession at all times and in the custody of the Custodian. At no time will Investment Adviser accept, maintain possession or have custodial responsibility for Client’s funds or securities. Client funds and securities will be delivered between Client and the Custodian only.
If in case any person asks for access of the client’s account, client shall not provide any access to that person and shall promptly inform the Investment Adviser by writing a mail at firstname.lastname@example.org
Indemnity: Client acknowledges that the Investment Adviser's, investment recommendations involve some degree of risk. Client acknowledges that all investment activity in Client's Account shall be at Client's own risk, which can result in loss of Client's investment capital, annual income, and/or tax benefits. Client acknowledges that the Investment Adviser will not reimburse Client for any losses. Client acknowledges that the Investment Adviser’s past performance of recommended investments should not be construed as an indication of future results, which may prove to be better or worse than the past.
Client acknowledges that the Investment Adviser does not claim to be able to accurately predict the short-term future investment performance of any individual security or of a group of securities. Client acknowledges that the Investment Adviser makes judgmental evaluations before providing investment advice for Client. In making judgmental evaluations, the Investment Adviser agrees to use its best efforts to review sources of information that it has found to be valuable, accurate and reliable. Client acknowledges that the Investment Adviser cannot and does not survey all sources of publicly available information. Client acknowledges that the Investment Adviser is not responsible for the accuracy or completeness of information furnished to the Investment Adviser by Client or by any other party.
Compliance Contact Person:In case of any query or grievance, client shall contact through following medium:
Tel No.: ______7441110100________________
Mail id: email@example.com___
Further, Investment Adviser shall be responsible to resolve the grievances within the timelines specified under SEBI circulars.
IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date(s) set forth below, and the Agreement is effective from the date of its execution.
The services provided by the Investment Adviser are as follows:
Further the client will be offered service(s) based on his/her risk profile and suitability carried out by the Investment Adviser.
Fee Schedule for the services provided by the Investment Adviser are as follows:
Amount to be paid by the client : 20000
Duration of Service : MONTHLY
We do not receive any consideration by way of remuneration or compensation or in any other form whatsoever, by us or any of our associates or subsidiaries for any distribution or execution services in respect of the products or securities for which the investment advice is provided to the client.
We do not recommend a stock broker. If any stock broker is recommended by any of our representative, we do not receive any consideration by way of remuneration or compensation or in any other form whatsoever from stock broker or any other intermediary so recommended to client.
To ensure compliance with the Investment Advisor regulations 2013, we have resolved that the investment adviser and all its representatives will not make any trades in the market. We are not associated in any manner with any issuer of products/ securities, this ensures that there is no actual or potential conflicts of interest. This also ensures that objectivity or independence in the carrying on of investment advisory services is not compromised.
Investment is stock or commodity markets is subject to market risk, though best attempts are made for predicting markets, but no surety of return or accuracy of any kind is guaranteed, while the performance sheet of various products is available but should not be considered as a guarantee for future performance of the products/services. Clients are advised to consider all the advice as just an opinion and make investment decision on their own.
In case of clients seeking advice on any specific positions already made by the client, we will be able to suggest best possible action considering our view on the security or product. Such suggestion under any circumstances shall be considered as an opinion (not advice) from our organisation and we advice client to consider our opinion and not consultancy to make his/her final decision. We are not liable for any losses whatsoever client may incur in accepting this opinion.
Client is also advised to trade only if tips suit his current risk appetite and risk bearing capacity, all such tips shall be considered as a view or opinion and client shall on his/her discretion decide actual trades.
We are not associated with any intermediaries and do not recommend services of any specific intermediaries.
No litigations have been filed against us since the incorporation. All the tips which are suggested by us are communicated in written, no verbal communication from any of the executives or otherwise under any circumstances shall be considered as advice by our organisation.
In the event of any dispute or difference related to services, the same shall be resolved amicably by mutual conciliation. If the matter is not settled amicably then same shall be referred to the Court of Indore jurisdiction.
The management of company reserves all its right related to any services. The decision of the management of the company shall be final & binding on the customers.
Code of Conduct
Details of Obligor
Details of the Obligor are as follows:
Full Name : Prince Raj Tripathi
PAN : DIWPR7544K
Contact Details : Plot No. 245, Sc . No 114, Indore
In order to ensure protection of interest of the clients and redressal of clients’ claims, Obligor must take the steps including but not limited to in the event of the above eventuality:
Signature of Obligor
The Research Guru has emerged as the most trusted advisory firm amongst the competitors as we value the time which in turn returns the “real value for the money” invested by the traders in the trading fraternity.