Non Discretionary Investment Advisory Agreement Template for United Arab Emirates

This document serves as the primary agreement between investment advisors and their clients in the UAE, establishing a Non-Discretionary Investment Advisory Agreement framework where the advisor provides investment recommendations but the client maintains final decision-making authority. It is essential for any firm providing investment advisory services in the UAE market and must comply with SCA regulations and UAE federal laws. The agreement is typically used when establishing new advisory relationships or updating existing ones to ensure regulatory compliance. It covers crucial elements including service scope, fee structures, risk disclosures, client classifications, and specific UAE regulatory requirements. The document is particularly important given the UAE's strict financial services regulations and the need for clear delineation of responsibilities in investment advisory relationships.

1. Parties: Identification of the Investment Advisor and the Client, including their full legal names, addresses, and registration details

2. Background: Context of the agreement, including advisor's regulatory status and client classification

3. Definitions: Key terms used throughout the agreement, including regulatory-specific terminology

4. Scope of Services: Detailed description of non-discretionary investment advisory services, explicitly stating the advisor will not execute trades without client approval

5. Client Classification: Classification of the client according to UAE regulatory requirements (retail/professional/institutional)

6. Responsibilities of the Advisor: Detailed obligations of the advisor including research, recommendations, reporting, and compliance requirements

7. Client's Rights and Responsibilities: Client's obligation to make final investment decisions, provide information, and maintain the account

8. Fees and Payments: Fee structure, calculation methodology, payment terms, and any additional charges

9. Representations and Warranties: Standard and UAE-specific representations from both parties

10. Risk Disclosures: Mandatory risk warnings and disclosures required under UAE regulations

11. Confidentiality: Confidentiality obligations and permitted disclosures

12. Compliance with Laws: Specific reference to UAE laws and regulations, including SCA requirements

13. Term and Termination: Duration of agreement and termination provisions

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

15. Language: Specification of controlling language (Arabic/English) as per UAE requirements