Investment Advisory Agreement Template for the United Arab Emirates

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What is a Investment Advisory Agreement?

The Investment Advisory Agreement Template is designed for use in the United Arab Emirates financial services sector, providing a structured framework for investment advisory relationships. This document is essential for financial institutions and advisory firms operating under UAE Securities and Commodities Authority (SCA) supervision. It covers crucial aspects including service scope definition, regulatory compliance, risk management, and fee arrangements, while incorporating specific UAE market requirements and practices. The template is adaptable for various client types, from individual investors to institutional clients, and includes provisions for both conventional and Shariah-compliant advisory services. It's particularly relevant in the context of UAE's growing position as a regional financial hub, requiring strict adherence to local regulatory requirements while maintaining international best practices.

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Reviewed by

Swetha Meenal

Legal Engineer, GenieAI

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A lawyer, legal researcher and legal tech founder, Swetha has built AI products deployed inside Tier 1 firms and enterprises. She ensures GenieAI's alignment with the latest regulation and executes testing on the legal robustness of Genie output.

Reviewed by

Imad Mohammed Nazar

Legal Engineer, GenieAI

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A Skadden-trained M&A lawyer, Imad advised on cross-border transactions and contractual risk before moving into legal AI. He reviews GenieAI's output for compliance and enforceability across our 150+ supported jurisdictions, as well as facilitating external benchmarking.

Jurisdiction

United Arab Emirates

Publisher

GenieAI

Sector

Business

Cost

Free to use

Last updated

About the Investment Advisory Agreement

An Investment Advisory Agreement is a legally binding contract that establishes the professional relationship between investment advisors and their clients in the United Arab Emirates. This document serves as the foundation for all investment advisory services, clearly defining responsibilities, expectations, and regulatory compliance requirements under UAE law.

When do you need this document?

You need an Investment Advisory Agreement when establishing any formal investment advisory relationship in the UAE. This includes situations where investment advisory firms provide portfolio management advice, asset allocation guidance, or strategic investment planning services to individual investors, institutional clients, family offices, or sovereign wealth funds. The agreement is mandatory for licensed investment advisors operating under Securities and Commodities Authority supervision and is essential when offering both conventional and Shariah-compliant advisory services. Financial institutions expanding into advisory services, pension funds seeking external investment guidance, and high-net-worth individuals engaging professional investment advisors all require this foundational document.

Key legal considerations

Several critical legal elements must be addressed in your Investment Advisory Agreement. The scope of services clause must precisely define the advisory services being provided, distinguishing between discretionary and non-discretionary mandates to avoid regulatory violations. Fee structures require careful documentation, including management fees, performance fees, and any third-party costs, ensuring transparency and compliance with UAE pricing regulations. Risk disclosure provisions are mandatory, clearly outlining investment risks, market volatility, and potential losses to protect both parties from future disputes. Confidentiality and data protection clauses must align with UAE privacy laws, while termination provisions should specify notice periods, asset transfer procedures, and final fee calculations. The agreement must also include regulatory compliance confirmations, demonstrating adherence to SCA requirements and ongoing reporting obligations.

Legal requirements in United Arab Emirates

UAE law imposes specific requirements on Investment Advisory Agreements that you must incorporate to ensure legal validity. Under UAE Federal Law No. 32 of 2021, investment advisory firms must maintain proper corporate structure and operational frameworks, with these requirements reflected in client agreements. The Securities and Commodities Authority Decision No. (13/R.M) of 2021 mandates that all advisory agreements include licensing information, regulatory status confirmation, and compliance with SCA's Financial Activities regulations. Your agreement must demonstrate adherence to SCA Board Decision No. (3/R.M) of 2017 regarding promoting and introducing regulations, particularly when defining advisory service scope. UAE Federal Law No. 14 of 2018 applies additional requirements for advisors dealing with banking products, requiring specific disclosures and operational safeguards. The agreement must be executed in accordance with UAE contract law principles, include Arabic translation provisions where required, and maintain compliance with ongoing regulatory reporting and client communication standards established by UAE financial authorities.

GOVERNING LAW

Applicable law

This Investment Advisory Agreement is drafted to comply with United Arab Emirates law. Key legislation includes:

UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing commercial companies in the UAE, including investment advisory firms. Sets out corporate structure requirements and basic operational framework.
SCA Decision No. (13/R.M) of 2021: Regulation concerning Financial Activities and Status Regularization, issued by Securities and Commodities Authority (SCA). Specifically governs investment advisory services and licensing requirements.
UAE Federal Law No. 14 of 2018: Central Bank Law governing financial institutions and activities. Relevant for investment advisory firms dealing with banking products or services.
SCA Board Decision No. (3/R.M) of 2017: Promoting and Introducing Regulations, crucial for defining the scope of investment advisory services and client solicitation rules.
UAE Federal Law No. 4 of 2002: Anti-Money Laundering Law and its amendments. Essential for compliance requirements in financial advisory services.
DIFC Law No. 1 of 2004 (if applicable): Regulatory Law for firms operating in Dubai International Financial Centre. Relevant if the advisory firm operates within DIFC.
ADGM Financial Services and Markets Regulations 2015 (if applicable): Regulatory framework for Abu Dhabi Global Market. Applicable if the advisory firm operates within ADGM.
UAE Federal Law No. 2 of 2015: Commercial Companies Law provisions regarding foreign ownership and local agent requirements.
SCA Board Decision No. (11) of 2016: Regulations for Financial Consulting and Financial Analysis, defining specific requirements for investment advisory services.
UAE Federal Law No. 19 of 2016: Anti-Commercial Fraud Law, relevant for ensuring transparency and preventing fraudulent practices in investment advisory services.

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