Discretionary Investment Advisory Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes a professional relationship between an investment adviser and a client, granting the adviser discretionary authority to make investment decisions on behalf of the client. The agreement complies with the Securities Regulation Code (Republic Act No. 8799) and relevant SEC regulations, outlining the scope of services, investment strategy, fees, reporting requirements, and risk disclosures. It includes specific provisions for Philippine regulatory compliance while defining the parameters within which the adviser can execute investment decisions without seeking prior client approval for each transaction.

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What is a Discretionary Investment Advisory Agreement?

The Discretionary Investment Advisory Agreement is a crucial document used when establishing a professional relationship where an investment adviser is granted authority to make investment decisions on behalf of clients in the Philippines. It is primarily used by licensed investment advisory firms managing portfolios for high-net-worth individuals, corporations, or institutional clients. The agreement must comply with the Securities Regulation Code and SEC regulations, including specific requirements for investment adviser registration, client disclosures, and conduct standards. This document typically includes detailed provisions on investment strategy, risk management, fee structures, reporting requirements, and fiduciary obligations. It's particularly important in the Philippine context where financial markets are becoming increasingly sophisticated and regulatory oversight is strengthening. The agreement serves as the foundation for the ongoing relationship between the adviser and client, clearly defining the scope of discretionary authority and protecting both parties' interests.

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

1. Parties: Identification of the investment adviser and the client, including registration details of the adviser and complete client information

2. Background: Context of the agreement, including adviser's regulatory status and client's intention to appoint the adviser

3. Definitions: Key terms used throughout the agreement, including investment-related terminology and regulatory references

4. Appointment and Scope of Services: Formal appointment of the adviser and detailed description of discretionary investment management services

5. Investment Objectives and Strategy: Client's investment objectives, risk profile, and agreed investment strategy

6. Discretionary Authority: Extent and limitations of the adviser's discretionary powers in managing the client's portfolio

7. Fees and Charges: Comprehensive fee structure, including management fees, transaction costs, and payment terms

8. Client's Representations and Warranties: Client's confirmations regarding their status, authority, and understanding of investment risks

9. Adviser's Representations and Warranties: Adviser's confirmations regarding licenses, capabilities, and regulatory compliance

10. Risk Disclosures: Mandatory risk warnings and acknowledgments as required by Philippine regulations

11. Reporting and Valuations: Frequency and content of portfolio reports, valuation methods, and performance reporting

12. Compliance with Laws: Obligations regarding regulatory compliance, including anti-money laundering and data privacy

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Confidentiality: Protection and handling of confidential information and client data

15. Liability and Indemnification: Extent of adviser's liability and mutual indemnification provisions

16. Governing Law and Jurisdiction: Philippine law as governing law and jurisdiction for disputes

17. Notices: Method and addresses for formal communications between parties

18. General Provisions: Standard boilerplate clauses including amendments, assignment, and severability

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

1. Foreign Investment Provisions: Additional provisions for clients investing in foreign securities, including foreign exchange considerations

2. Online Access and Electronic Services: Terms for accessing online portfolio information and electronic communication channels

3. Multiple Account Management: Provisions for managing multiple accounts or portfolios under the same agreement

4. Soft Dollar Arrangements: Disclosure and terms regarding soft dollar arrangements if applicable

5. ESG Investment Criteria: Specific provisions for environmental, social, and governance investment requirements

6. Special Investment Restrictions: Client-specific investment restrictions or preferences

7. Tax Considerations: Specific provisions regarding tax treatment and reporting of investments

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

1. Schedule A - Investment Policy Statement: Detailed investment objectives, strategy, asset allocation, and investment restrictions

2. Schedule B - Fee Schedule: Detailed breakdown of all fees, charges, and calculation methods

3. Schedule C - Authorized Persons: List of persons authorized to give instructions on behalf of the client

4. Schedule D - Risk Disclosure Statement: Comprehensive risk disclosures as required by Philippine regulations

5. Schedule E - Account Details: Details of client's investment accounts and custody arrangements

6. Appendix 1 - KYC Documentation: Know Your Client documentation and client risk profile assessment

7. Appendix 2 - Reporting Templates: Samples of periodic reports and performance statements

8. Appendix 3 - Compliance Requirements: Specific regulatory compliance requirements and procedures

Authors

Alex Denne

Advisor @ GenieAI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Philippines

Publisher

GenieAI

Cost

Free to use

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