Non Discretionary Investment Advisory Agreement for the United Kingdom

Non Discretionary Investment Advisory Agreement Template for England and Wales

A Non-Discretionary Investment Advisory Agreement is a legally binding contract governed by English and Welsh law that establishes the terms under which an FCA-regulated investment advisor provides investment recommendations to a client. Unlike discretionary management, the client retains final decision-making authority over all investment decisions. The agreement covers service scope, fees, reporting requirements, risk disclosures, and regulatory obligations under the FCA framework.

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What is a Non Discretionary Investment Advisory Agreement?

The Non Discretionary Investment Advisory Agreement is essential for investment advisors operating in England and Wales who provide investment recommendations without discretionary authority. This document is required by FCA regulations and establishes the framework for the advisory relationship, including the scope of services, client categorization, fee structures, and risk warnings. It's particularly important as it clarifies that while the advisor provides recommendations, the client retains full control over investment decisions, thereby limiting the advisor's liability while ensuring compliance with regulatory requirements.

What sections should be included in a Non Discretionary Investment Advisory Agreement?

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

2. Background: Context of the agreement and brief description of services to be provided

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of non-discretionary investment advisory services

5. Client Classification: Classification of client as retail, professional, or eligible counterparty

6. Fees and Charges: Fee structure, payment terms, and additional charges

7. Risk Warnings: Mandatory risk disclosures and warnings

8. Client's Responsibilities: Client obligations including decision-making authority

9. Reporting: Nature and frequency of reports to be provided

10. Termination: Terms for ending the agreement

What sections are optional to include in a Non Discretionary Investment Advisory Agreement?

1. Custody Arrangements: Details of custody services if offered - use when custody services are provided alongside advisory services

2. Research Services: Provisions regarding investment research - use when research is provided as part of the service

3. Online Services: Terms for accessing digital platforms - use when online services are provided

4. Joint Accounts: Provisions for joint account holders - use when services are provided to joint account holders

What schedules should be included in a Non Discretionary Investment Advisory Agreement?

1. Schedule 1 - Fee Schedule: Detailed breakdown of all fees and charges

2. Schedule 2 - Investment Guidelines: Agreed investment parameters and restrictions

3. Schedule 3 - Risk Disclosure Statement: Detailed risk warnings and disclosures

4. Appendix A - Client Information Form: Client details and investment objectives

5. Appendix B - Authorized Persons: List of persons authorized to give instructions

6. Appendix C - Best Execution Policy: Details of the firm's execution arrangements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Financial Services and Markets Act 2000 (FSMA): Primary legislation governing financial services regulation in the UK, establishing the regulatory framework and FCA's powers

Financial Services Act 2012: Amendment to FSMA that reformed the UK financial services regulatory structure and created the Financial Conduct Authority

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001: Defines which activities require FCA authorization and regulation in the UK financial services sector

FCA Handbook - COBS: Conduct of Business Sourcebook - Details specific requirements for firms' conduct in dealing with clients, including communication, disclosure, and suitability requirements

FCA Handbook - SYSC: Systems and Controls sourcebook - Sets out organizational requirements and responsibilities of firm management

FCA Handbook - PRIN: Principles for Businesses - Fundamental obligations for firms under FCA regulation

FCA Handbook - CASS: Client Assets Sourcebook - Rules for protecting and handling client money and assets

Consumer Rights Act 2015: Main consumer protection legislation covering contracts for goods, services, and digital content

Consumer Protection from Unfair Trading Regulations 2008: Prohibits unfair commercial practices between traders and consumers

Unfair Terms in Consumer Contracts Regulations 1999: Protects consumers against unfair standard terms in contracts with traders

Money Laundering Regulations 2017: Sets out the requirements for anti-money laundering controls and due diligence

Proceeds of Crime Act 2002: Criminal law relating to money laundering and proceeds of crime

Terrorism Act 2000: Legislation covering terrorist financing and related money laundering aspects

UK General Data Protection Regulation (UK GDPR): Post-Brexit data protection regulation governing how personal data must be handled

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Market Abuse Regulation (EU) 596/2014 as retained in UK law: Regulations preventing market abuse, insider dealing, and market manipulation

Criminal Justice Act 1993: Contains provisions relating to insider dealing in the UK

MiFID II regulations (as retained in UK law): Markets in Financial Instruments Directive rules covering investment services and activities

PRIIPs Regulation: Packaged Retail and Insurance-based Investment Products regulation requiring standardized disclosure documents

Common law principles of contract: Fundamental principles of contract law developed through case law

Misrepresentation Act 1967: Governs remedies for misrepresentation in contracts

Supply of Goods and Services Act 1982: Implies terms about quality of service into contracts

Teams

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