6. 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 the
following selected service.
Further, the Investment Adviser shall act in a fiduciary capacity towards its clients at
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
perdiv the following:
The Investment Adviser agrees to deliver the following
investment advice process:
1. DEFINE how the Investment Adviser will work together with Client
2. LEARN about Client and Client’s goals
3. ANSWER Client’s questions
4. ANALYZE individual stocks for possible acquisitions for Client’s portfolio
CONSTRUCT an investment advice on individual stocks that the Investment Adviserbelieves
togenerate 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 indivation requested
Provide the Investment Adviser with written authorization whenever Client wishes the
Investment Advisertodisclose Client’s confidential indivation to third parties.
Indiv the Investment Adviserpromptly 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 interalia the following:
A security derived from a debt instrument, share, loan whether secured or unsecured,
risk instrument or contract for differences or any other div of security;
A contract which derives its value from the prices, or index or prices, of underlying
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 proprietor of Capital Federation INA000007058.
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 _ www.capitalfederation.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 auditas 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
perdiv the services described in this Agreement. Specifically, client grants Investment
Adviserfull 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 Adviserdiscretionary 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 Adviserrepresents 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 Advisera written
statement of his or her investment objectives, policies and restrictions, as Investment
Advisermay 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 agreesthat Investment Adviserwill not be liable for
any losses, costs, damages or claims arising out of Client’s failure to provide
Investment Adviserwith any of these required documents, Client acknowledges that
Investment Adviser’s services to Client will depend upon the indivation that Investment
Adviserhas concerning Client’s net worth, income, investment goals and objectives,
ability to assume risk, income needs, tax situation and estate plan, and other similar
indivation. Therefore, Investment Advisercannot adequately perdiv those services unless
Client provides Investment Adviserwith this indivation, updates it when it changes and
otherwise diligently perdivs his or her responsibilities under this Agreement. Among
other things, Client represents that the indivation set forth in the Risk profilingdiv
is an accurate representation of his or her financial position and the investment needs
for the account. Client will promptly indiv Investment Adviserof any significant changes
in that indivation. Client will also provide Investment Adviserwith any other indivation
or documentation that Investment Advisermay request in connection with this Agreement or
related to Client’s investment profile. Client is responsible for the accuracy and
completeness of all indivation provided to Investment Adviserand agrees that Investment
Adviseris not responsible for any losses, costs, damages or claims caused by Client’s
failure to provide such indivation to Investment Adviser.Client also agrees to provide
its PAN No. along with its ID proof as in when required by the Investment Adviserfor
completing the KYC of client. Client also acknowledges that Investment Advisermay also
fetch his KYC details from the KRA Portal(s) and in case of mismatch of any details
Investment Advisermay 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 Advisermay provide suitable investment advice to the
Client also agrees to give Investment Adviserprompt written notice of any modifications,
changes or investment restrictions applicable to the account and to notify Investment
Adviserif 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 Adviserin writing of specific investment restrictions on the account,
investments in line with Client’s stated investment objectives that Investment
Adviserrecommends or makes on behalf of Client shall be deemed to be in condivity 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 Adviserif
such considerations are relevant to Client’s overall financial circumstances.
If Client wants to make a particular investment that Investment Adviserdid 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 perdivance of
this investment. If Client makes trades in an account that Investment Adviserhas not
agreed to make trades in, Investment Advisermay 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
Adviserto advice on certain specific individual securitiesat the direction of Client,
Client acknowledges that Investment Advisershall 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
Adviseris in no way responsible for the perdivance 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 Adviseris entitled to rely upon the accuracy of indivation
furnished by Client or on Client’s behalf, without further investigation. Investment
Adviseris not required to verify any indivation obtained from Client or Client’s other
professional advisors, such as accountants or attorneys.
Investment Objectives and Guidelines:
Investment Adviser shall provide investment advice of securities
Client expressly understands and agrees that Investment Adviseris not qualified to, and
does not purport to provide, any legal, accounting, estate, actuary, or tax advice or to
prepare any legal, accounting or tax documents. Nothing in this Agreement shall be
construed as providing for such services. Client will rely on his or her tax attorney or
accountant for tax advice or tax preparation. Even if Investment Adviser’s reports to
Client may be used to assist Client in preparing tax returns, the reports do not
represent the advice or approval of tax professionals. But Client may request Investment
Adviserto provide assistance in the coordination of estate and tax planning with
Client’s designated estate and tax advisors.Client agrees to review the brokerage
statements, transaction confirmations and tax reporting divs provided by the Custodian
for tax-related indivation. Client acknowledges that any sales, exchanges or
dispositions of securities may have federal and/or state income tax consequences for
Client and may result in Client having to pay additional taxes.
Risk Factors: Based on risk involved in Stock Market, financial profile and investment
experience, clients can be categorized into following categories: -
Aggressive Investors (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.
Moderate Investors (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.
Conservative Investor (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
Minimum Investment Amount: The client shall all time maintain in its trading Account a
minimum balance, as per service requirement as per mention on website. In case client
changes its investment amount, he/she shall promptly indiv the Investment Adviser.
Means of communication: The Investment Adviser will render investment advice by the way
of SMS only. Client shall only accept such advice which is provided to him/her by SMS.
Investment Adviser shall not be liable if the client accepts the advice which is
provided to him by any other means. Further client shall acknowledge any communication
via firstname.lastname@example.org only. Investment Adviser will not be liable for any
email which is been received by client from any other domain name.
Validity of Advisory Services: This Advisory Services shall remain in force as long as
mutually agreed to by Client and by the Investment Adviser. Further, if the client
wishes to renew his/her existing services, then he/she may intimate Investment Adviser
in writing and shall pay the renewal fees before the expiry of the current service
Amendments: : This agreement may be amended by mutual written consent of the parties and
shall have same impact as of this Agreement.
Termination: This Agreement may be terminated under the following circumstances, namely-
Voluntary / mandatory termination by the Investment Adviser.
Voluntary / mandatory termination by the client.
Suspension/Cancellation of registration of Investment Adviser by SEBI.
Any other action taken by other regulatory body/ Government authority.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.
Relationship with related parties: Investment Adviser is not affiliated with any other
intermediary. Investment Adviser does not recommend any stock broker or other
intermediary to a client. We do not receive any consideration by way of remuneration or
compensation or in any other div whatsoever from stock broker or other intermediary.
Further, to avoid any conflict of interest, neither Investment Adviser nor any of its
person associated with the investment advice trade in the products under services.
Investment Adviser also do not have any association in any manner with any issuer of
products/ securities, this ensures that there are 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 Adviser engaged in other activities: Investment Adviser maintains an
arms-length relationship between its 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.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.
Representation to the Client: The investment adviser shall take all consents and
permissions from the client prior to undertaking any actions in relation to the
securities or investment product advised by the investment adviser.
Power of Attorney: The Investment Adviser shall not seek any power of attorney or
authorizations from its clients for implementation of investment advice.
Conflict of Interest : Investment Adviser shall act in a fiduciary capacity towards the
client and 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.
Investment adviser shall also disclose to the client any actual or potential conflicts
of interest arising from any connection to or association with any issuer of products/
securities, including any material indivation or facts that might compromise its
objectivity or independence in the carrying on of investment advisory services.
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 indiv the Investment Adviser by writing a
mail at email@example.com (compliance mail id).
Non-Exclusivity: Client acknowledges that Investment Adviser shall be free to render
investment advice to others and Investment Adviser does not make its investment
management services available exclusively to Client. Client also understands that
Investment Adviser provides investment advisory services to multiple clients with
different economic needs and agrees that Investment Adviser may give advice and take
action with respect to any of its other clients, which may differ from the advice given
or the timing or action taken regarding Client’s account. Nothing in this Agreement
shall impose on Investment Adviser any obligation to Client to purchase, sell or
recommend for purchase or sale any security that Investment Adviser, its principals,
affiliates, officers, members or employees may purchase or sell for their own accounts
or for the account of any other client if in the sole and absolute discretion and
reasonable opinion of Investment Adviser it is not for any reason practical or desirable
to acquire a position in such security for Client’s account. Client understands that
conflicts of interest could exist between Client’s account and other clients including
with respect to the allocation of investment opportunities, time, and resources between
Client and other clients. Investment Adviser may determine in its sole discretion to
allocate certain investment opportunities to its other clients and not Client and vice
versa. Although Investment Adviser will use its best efforts to advice it’s all clients
consistently, factors including date of account opening, account additions, withdrawals,
and different investment choices may lead to different investment advices for similarly
situated clients. Client also acknowledges that transactions in a specific security may
not be accomplished for all clients at the same time at the same price.
Maintenance of accounts and Confidentiality: Investment Adviser shall be responsible for
maintenance of client accounts and data as mandated under the Securities and Exchange
Board of India (Investment Advisers) Regulations, 2013. All indivation furnished by the
Client to the Investment Adviser including Client's identity, shall be treated as
confidential. The Investment Adviser agrees not to voluntarily disclose confidential
indivation without Client's prior consent (unless required by law, court order or agency
directive, or unless the Investment Adviser expects, in its reasonable opinion, that it
will be compelled by a court or government agency, or unless such indivation becomes
publicly available or known other than as a result of actions of the Investment
Terms of fees and billing: The payment of fees shall be through a mode which shows
traceability of funds. Such modes may include account payee crossed cheque / Demand
Drafts or by way of direct credit to the bank accounts through NEFT/ RTGS/ IMPS/ UPI or
any other mode specified by SEBI from time to time. However, the fees shall not be
accepted in cash.
Liability of Investment Adviser: Except as otherwise provided by law, Investment
Adviseror its officers, directors, employees or affiliates will not be liable to Client
for any loss that:
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-perdivance
or under-perdivance of the securities/funds or any other market conditions;
Client may suffer as a result of Investment Adviser’s investment advice or other action
taken or omitted in good faith and with the degree of care, skill, prudence and
diligence that a prudent person acting in a similar fiduciary capacity would use in
conducting an enterprise of a similar nature and with similar objectives under the
Caused by following Client’s written or oral instructions;
Caused by using inaccurate, outdated or incomplete indivation provided by Client and/or
by Client’s failure to promptly indiv Investment Adviser of changes in his or her
financial and/or economic situation, investment objectives or any restrictions that may
affect the management of Client’s account;
Caused by any action or omission by the Custodian, any broker or dealer to which
Investment Adviser advices transactions for Client’s account or by any other third-party
professionals or service providers;
Resulting from the failure or delay in perdivance of any obligation under this Agreement
arising out of or caused by circumstances beyond Investment Adviser’s reasonable
control, including, without limitation, acts of God, earthquakes, fires, floods, wars,
terrorism, civil or military disturbances, sabotage, epidemics, riots, interruptions,
loss or malfunctions of utility, computer software or hardware, transportation or
communication service, accidents, labour disputes, acts of a civil or military
Governmental actions or inability to obtain labour, material,equipment or
Consisting of any indirect, special, incidental or consequential damages.If Client’s
account contains only a portion of Client’s total assets, Investment Adviser shall only
be responsible for those assets that Client designates as the subject of Investment
Adviser’s investment management services under this Agreement. Client agrees that
Investment Adviser need not consider additional assets over which Client has not given
Investment Adviser discretionary authority.
Death or Disability of client: In event of client's death / disability, services shall
be terminated or provided to his/her succession, nomination, representation etc.
Death or Disability of investment adviser : In the event of Investment Adviser’s death /
disability, its legal heirs, executor, trustee, administrator of estate of the deceased
(the “Obligor”) shall be the person-in-charge. Details and responsibilities of the
Obligor is mentioned in Annexure VI.
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 perdivance 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 perdivance 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 indivation 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 indivation. Client acknowledges that the Investment Adviseris not
responsible for the accuracy or completeness of indivation furnished to the Investment
Adviserby Client or by any other party.
Disclosures: Client shall read the disclosure as mentioned in Annexure-III, and
Investment Adviser shall disclose to the client, if there is any change in the
indivation contained therein.
Disclaimer: Client shall read and understood the disclaimer as mentioned in Annexure-IV.
Arbitration: Any controversy or claim arising out of or relating to this agreement or
the breach thereof may be settled by arbitration, and judgment upon the award rendered
by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Client
understands that this agreement to arbitrate does not constitute a waiver of the right
to seek a judicial forum where such waiver would be void under securities laws in force.
Both parties should voluntarily agree to arbitration, arbitration is final and binding
on the parties.
Compliance Contact Person: In case of any query or grievance, client shall contact
through following medium:
Tel No.: ___ 7049252151 ____________________
Mail id: ____ firstname.lastname@example.org ___________________
Further, Investment Adviser shall be responsible to resolve the grievances within the
timelines specified under SEBI circulars.
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
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, or failure of communication or power
supply. In the event of equipment breakdowns beyond its control, the Investment Adviser
shall take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
Miscellaneous: Each party agrees to perdiv such further actions and execute such further
agreements as are necessary to effectuate the purposes hereof.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.