This Investment Advisory Services Agreement (hereinafter referred to as the "Agreement") is made aton this day of 20by and between Mr Pritkumar Atulbhai Kalavadia (hereinafter shall be referred as “Investment Advisor, IA or RIA”), the Investment Advisor registered with SEBI and having its Registered office at “807 Rivera Wave, Near Mecdonal, Kalawad Road, Rajkot – 360005”, PAN No. DMMPK9811E, anindividual / Karta of Hindu Undivided Family / partnership firm formed under the provisions of Indian Partnership Act / a company incorporated under the provisions of The Companies Act, 1956/2013 / a Limited liability partnership formed and registered under the Limited Liability Partnership Act, 2008 having office / residing at PAN No. (hereinafter collectively referred as “the Client” or “Investor” which expression shall include, unless repugnant to or inconsistent with the subject or context thereof, be deemed to include (i) where the client is an individual, the heirs, executors, administrators and legal representatives and permitted assigns, (or the survivor(s) in case the client has jointly entered into the Agreement); (ii) where the Client is a company, its successors and permitted assigns; (iii) where the Client is a partnership firm, the partners for the time being of the firm, the survivors or survivor of them and the heirs, executors, administrators of the last survivor; (iv) where the Client is a Hindu Undivided Family, the members / co‐ parceners of the HUF, their respective survivors / heirs, executors, administrators; (v) where the client is a Trust, the trustee or the trustees for the time being of the Trust, the survivors or survivor of them and the heirs, executors, administrators of the last survivor; (vi) where the client is the governing body of a society, the respective successors of the members of the governing body and any new members elected or appointed).
WHEREAS,
a. Mr Pritkumar Atulbhai Kalavadia is inter alia in the business of providing investment advice to individuals and corporate regarding investments in the Indian Capital Markets. It has obtained registration from SEBI under the SEBI (Investment Advisers) Regulations, 2013 and is duly authorized by SEBI to provide Investment Advisory Services within the purview of SEBI (Investment Advisers) Regulations, 2013, any amendments thereto from time to time vide Registration No. INA000010292.
b. The Client is desirous of appointing Mr Pritkumar Atulbhai Kalavadia as an Investment Advisor for the purpose of receiving advisory services 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 or oral or through any other means of communication for the benefit of the Client and shall include financial planning;
c. The Client warrants that the Client is eligible to enter into this agreement with the Investment Advisor to avail of the services as per relevant Laws applicable to them.
1. EFFECTIVE DATE OF AGREEMENT: This Agreement shall become effective upon the execution and delivery hereof by the Last Party hereto.
2. APPOINTMENT : In accordance with the applicable laws, client hereby appoints, entirely at his / her / its risk, the Investment Adviser to provide the required 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.
3. CONSENT FROM CLIENT :
• “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.”
• “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’”.
4. DECLARATION FROM THE INVESTMENT ADVISER THAT
• Investment Adviser shall neither render any investment advice nor charge any fee until the client has signed this agreement.
• 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.
• 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
5. FEES SPECIFIED UNDER INVESTMENT ADVISER REGULATIONS & RELEVANT CIRCULARS ISSUED THERE UNDER : As per clause 15A of the SECURITIES AND EXCHANGE BOARD OF INDIA (INVESTMENT ADVISERS) REGULATIONS, 2013 as amended from time to time, Investment Adviser shall be entitled to charge fees for providing investment advice from a client in the manner as specified by the Board.
As per CIRCULAR number SEBI/HO/IMD/DF1/CIR/P/2020/182 dated September 23, 2020*A :
Regulation 15 A of the amended IA Regulations provide that Investment Advisers shall be entitled to charge fees from a client in the manner as specified by SEBI, accordingly Investment Advisers shall charge fees from the clients in either of the two modes:
(A) Assets under Advice (AUA) mode :
a. The maximum fees that may be charged under this mode shall not exceed 2.5 percent of AUA per annum per client across all services offered by IA.
b. IA shall be required to demonstrate AUA with supporting documents like demat statements, unit statements etc. of the client.
c. Any portion of AUA held by the client under any pre‐existing distribution arrangement with any entity shall be deducted from AUA for the purpose of charging fee by the IA.
(B) Fixed fee mode :
The maximum fees that may be charged under this mode shall not exceed INR 1,25,000 per annum per client across all services offered by IA.
*A: this clause will be deemed to be changed and updated as and when SEBI issues new/updated circular/clause/rule relating the new Fee structure and that new circular/clause/rule will be binding to the both party. Both parties hereby agree to that.
6. Fees charged to the client :
Fee Mode selected: Fixed fee mode.
Validity period: 3 Month
Fixed fee: 1, 02,000/‐ + Applicable Tax.
Advance payment: Advance for 50 %.
I being client agree to pay fee in fixed payment mode and I willing to pay Advance payment for 2
Quarter i.e. Rs: 51,000/‐ + applicable tax.
7. Mode of Payment: we accept only direct credit into our bank account through NEFT/ RTGS/IMPS/UPI mode. Details of Bank for NEFT/ RTGS/IMPS :
Kotak Mahindra bank
Name ‐ kalavadia pritkumar atulbhai
Current account number ‐ 7112055492
IFSC code ‐ KKBK0002791
Branch Name ‐ Rajkot Bhakti Nagar
8. Scope of the work : We will provide 3 (three) stock name for short term and long term investment during the service for 2 quarter subject to the activities permitted under the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.
9. Obligations And Responsibilities of the Investment Adviser:
• We as investment adviser shall act in a fiduciary capacity towards our clients and shall Disclose All Conflicts of interests as and when they arise.
• We as investment adviser shall not receive any consideration by way of remuneration or compensation or in any other form from any person other than the client being advised, in respect of the underlying products or securities for which advice is provided.
• We as investment adviser shall maintain an arms‐length relationship between our activities as an investment adviser and other activities, if any.
• We as investment adviser shall ensure that in case of any conflict of interest of the investment advisory activities with other activities, such conflict of interest shall be disclosed to the client.
• We as investment advisor shall not enter into transactions on our own account which is contrary to our advice given to clients for a period of fifteen days from the day of such advice.
Provided that during the period of such fifteen days, if the investment adviser is of the opinion that the situation has changed, then it may enter into such a transaction on its own account after giving such revised assessment to the client at least 24 hours in advance of entering into such transaction.
• We as investment advisor shall follow Know Your Client procedure as specified by the Board (SEBI) from time to time.
• We as investment adviser shall abide by Code of Conduct as specified in Third Schedule of SECURITIES AND EXCHANGE BOARD OF INDIA (INVESTMENT ADVISERS) REGULATIONS, 2013 as amended from time to time.
• We as investment adviser shall not act on our own account, knowingly to sell securities or investment products to or purchase securities or investment product from a client.
10. Compliance: An investment adviser which is a body corporate or a partnership firm shall appoint a compliance officer who shall be responsible for monitoring the compliance by the investment adviser in respect of the requirements of the Act, regulations, notifications, guidelines, instructions issued by the Board (SEBI). We assure that we will comply
11. Risk Profile: we are taking questionnaire for ascertaining risk profile/assessment and risk Aversion of client. Kindly submit the filled and signed questionnaire attached with this agreement as annexure A.
12. Risk Factor: Investment products advised by Investment Advisor including any financial and non‐ financial product such as securities (as defined under Section 2(h) of the Securities Contacts (Regulation) Act, 1956 including any amendments thereafter) or financial instrument purchased are subject to investment risk, liquidity risk, default risk, country risk, foreign exchange risk, interest rate risk, political risk, market risk including the possible loss of principal amount invested. Past results or performance are not a guarantee to future performance. Yields or funds past performance should not be considered as indication or guarantee to future yield or result. We are not providing any guarantee for the return and rate of return.
13. KYC : We are bound to take KYC documents and forms from the client as per regulation and guidelines issued by SEBI. Client has to submit filled and signed KYC form attached with this agreement as Annexure B.
14. Maintenance of records :As per SECURITIES AND EXCHANGE BOARD OF INDIA (INVESTMENT ADVISERS) REGULATIONS, 2013 as amended from time to time, we as investment adviser shall maintain All records either in physical or electronic form and preserved for a minimum period of five years.
15. Code of Conduct : We are hereby confirms that we will be abide by the Code of Conduct as specified in the Third Schedule of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.
16. Validity of advisory services: this Agreement is valid for one Quarter i.e. Three Months
Renewal Provision: the client who has entered into the Agreement no: Gold Package Part 1/2022 and has paid all due amount, is the only client eligible to enter into renewal agreement no: Gold Package Part 2/2022.
Important Renewal Provision of Gold Package Part 2/2022:
Fee Mode selected: Fixed fee mode.
Fixed Fees: 20,000/‐ Plus applicable tax rate for entire validity Period
Validity period: 4 year Validity
Advance payment: Advance for 50 %.
On this renewal, client will be provided Periodical reviews of the 3 stocks given under Gold Package Part 1/2022 till the expiry of new agreement of Gold Package Part 2/2022. Additionally client will be provided 3 new stocks for the investment purpose and will also be provided periodically review of the same till the expiry of the new agreement Gold Package Part 2/2022. Most of the other clause will be same as this agreement.
Renewal Provision is not compulsion to be entered into for any clients. Renewal Provision clause is Voluntary clause, if client desires to enter into then they can.
17. Amendments: The agreement may be amended by mutual written consent of the parties and it will be treated as part of the main agreement and will be binding both the parties.
18. Termination: Either party may terminate this agreement at any time, by giving the other party Thirty (30) days prior written notice. Upon termination by either party all outstanding fees in accordance tothis agreement due to Investment Advisor at completion of notice time shall be settled within ten (10) days.
This Agreement shall stand automatically terminated forthwith on occurrence of the following events during the continuation of this Agreement. No any liability and responsibility stands on either party on automatically termination.
a) Insolvency, dissolution, winding up or death of the Client;
b) Suspension or termination of the registration of the Investment Advisor as an Investment Advisor by SEBI or any other competent authority;
c) Investment Advisor rendered incapable of rendering the Services; or
d) Insolvency, dissolution, winding up or Death of the Investment Advisor.
Upon termination, the client or the heirs / successors / permitted assigns of the Client shall settle all dues owned by the Client under this Agreement towards fees, costs, charges, and expenses.
19. Declaration by Investment advisor : The Investment Adviser maintains an arms‐length relationship between our activities as an investment adviser and other activities and to covenant that this arm’s length relationship shall be maintained throughout the tenure of advisory service.
We further declare that,
• We shall not provide any distribution services.
• Our family shall not provide distribution services to the client advised by the individual Investment Adviser, for securities and investment products.
• We shall not provide investment advisory services, for securities and investment products, to a client who is receiving distribution services from other family members
• We as Investment Adviser will disclose all conflicts of interest as and when they arise and not derive any direct or indirect benefit out of the client’s securities/investment products.
• We as Investment Adviser shall be responsible to resolve the grievances within the timelines specified under SEBI circulars. ( Contact details for grievances , Email : pritpatel7863@gmail.com , Mobile number : 7878786363, Concerned SEBI office : Ahmadabad )
20. No right to seek Power of Attorney: We as Investment Adviser shall not seek any power of attorney or authorizations from our clients for implementation of investment advice.
21. Non Disclosure: Without the express written agreement of the Mr Pritkumar Atulbhai Kalavadia or unless required to do so by law, the Client agrees never to disclose the existence, facts, clause, terms, or amount of this Agreement, nor the substance of the negotiations leading to this Agreement, to any person or entity, other than to his personal counsel or attorney, personal accountants, or personal tax preparer, any such disclosure to such persons to be made only if the relevant person must have such information for the performance of his or her responsibilities. To the extent required by law or applicable regulation, Client may also disclose the provisions of this Agreement to the appropriate taxing authorities.
“Confidential Information” is proprietary trade secret information contained within and relating to Disclosing Party’s business plan/information including but not limited to: business description,marketing plan, sales revenue forecast, profit and loss forecast, capital spending plan, cash flow forecast, future trends, investable stock information which has been communicated to client by Investment adviser, Trend of the stock which has been communicated to client by Investment adviser, any information shared under this or renewal of this agreement, personnel plan, business goals, personal financial statement, supporting documents and information conveyed in writing or in discussion that is indicated to be confidential.
NON‐DISCLOSURE :
Client will treat Confidential Information with the same degree of care and safeguards that it takes with its own Confidential Information, but in no event less than a reasonable degree of care. Without Disclosing Party’s prior written consent, client will not:
(a) disclose Confidential Information to any third party;
(b) make or permit to be made copies or other reproductions of Confidential Information; or
(c) make any commercial use of Confidential Information.
Client will carefully restrict access to Confidential Information to those of its officers, directors and employees who are subject to non‐disclosure restrictions at least as protective as those set forth in this Agreement and who clearly need such access to participate on client’s behalf in the analysis and negotiation of a business relationship or any contract or agreement with Investment adviser. Client will advise each officer, director, or employee to whom it provides access to any Confidential Information that they are prohibited from using it or disclosing it to others without Investment adviser’s prior written consent.
In any case any infringement/default made under this agreement including Non Disclosure Clause, Client will be served notice about infringement/default and Penalty required to be paid by client, Penalty includes Probable Revenue loss to the investment adviser due to client.In case of infringement/default made under Non Disclosure Clause investment advisor has discretion to file civil/criminal suit on client without Arbitration
22. Death or Disability of investment adviser : As per SECURITIES AND EXCHANGE BOARD OF INDIA (INVESTMENT ADVISERS) REGULATIONS, 2013, we are appointing Mr Niravkumar Anilbhai Makadia, PAN : BDVPM8494D, Email id : makadiyamna@gmail.com, Mobile no : 9978301866 as executor of the deceased (herein after known as “Obligor”) as the person‐in‐charge in the event of investment adviser’s death / disability.
(a) Obligor will give notice to all clients of the occurrence of the eventuality and confirmation of having taken charge over by the Obligor (b) Obligor will do settlement of account with the client (fees payable and/or fees refundable), (c) Obligor will do completion of transition of any outstanding business to another duly registered investment adviser, (d) Obligor will redress of any outstanding or new disputes / claims of clients.
23. Arbitration: All claims and disputes arising under or relating to this Agreement are to be settled First by Mutual arbitration agreement only. If both parties not reached up to mutual consent then only then Judicial way can be taken by either party.
24. Liability of Investment Adviser: we as Investment Adviser shall not incur any liability by reason of any loss, which 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.
25. Covenants: We, As Investment advisor shall have minimum qualification requirement at all times as per regulation 7 of the SECURITIES AND EXCHANGE BOARD OF INDIA (INVESTMENT ADVISERS) REGULATIONS, 2013 as amended from time to time.
26. Jurisdiction: we both, client and investment advisor agree and confirm that agreement subject to Rajkot jurisdiction only. Rajkot city of Gujarat state of India.
27. Severability: 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.
28. Force Majeure: 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, epidemics, or pandemic situation or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Advisor shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below
