Investment adviser client agreement and MITC

What must a SEBI-registered investment adviser put in the client agreement?

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Regulation 19(1)(d) of the SEBI (Investment Advisers) Regulations, 2013 requires an adviser to keep copies of agreements with clients that carry the terms SEBI specifies. The master circular of 6 February 2026 says the agreement must cover the terms in Annexure A and the Most Important Terms and Conditions in Annexure B. Annexure A has 26 headings and Annexure B has 15 items. The agreement below prints the circular's own wording under every heading that gives any; where the circular only says what a heading must cover, you write that part. The MITC sheet reproduces all 15 items word for word.

No advice may be rendered and no fee charged until the client has signed the agreement and has a copy of it. The client may sign in person or through another legally acceptable mode, including a DigiLocker enabled Aadhaar based e-signature. A voluntary termination needs 30 days' prior written notice from either side.

For an individual or HUF client who is not an accredited investor, the fee is limited to 2.5 per cent of assets under advice per annum per family, or Rs 1,51,000 per annum per family in the fixed fee mode. The form refuses a fixed fee above Rs 1,51,000 for these clients. It does not check the percentage in the assets under advice mode, so you must keep that rate within the limit. For other clients, fee terms are negotiated between you and the client.

The circular describes a few Annexure A headings without giving wording, such as scope of services, risk factors and the fee illustration. The form asks for your own text for those, and for names, fees and your grievance contact details. Check the finished agreement against your own compliance review before it goes to the client.

What you get

Investment advisory agreement, as a Word file to edit and a PDF to print
Most Important Terms and Conditions (MITC) for Investment Advisers, as a Word file to edit and a PDF to print

Example with made-up names

Investment Advisory Agreement

Made at Mumbai on 24 October 2026.

Between Harbour Lane Advisory, SEBI registration number INA000099999, of 8 Marine Drive, Mumbai, Maharashtra 400020 (the Investment Adviser), and Neha Bhatt, of 21 Lake View, Bengaluru, Karnataka 560001 (the Client).

This agreement is made under regulation 19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. It incorporates the terms and conditions in Annexure A of the SEBI Master Circular for Investment Advisers dated 6 February 2026, and the Most Important Terms and Conditions (MITC) in Annexure B of that circular. The MITC is attached and forms part of this agreement.

First page: consent of the 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’.

First page: declarations of the Investment Adviser

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 assurance.
Extent of use of Artificial Intelligence tools in providing investment advice: No Artificial Intelligence tools are used in providing investment advice.

First page: fees specified under the Regulations and circulars, and fees charged

Fees specified under Investment Adviser Regulations and relevant circulars: the current fee limit under Fixed Fee mode is Rs 1,51,000/- per annum per family of client. Under Assets under Advice (AUA) mode, maximum fee limit is 2.5 per cent of AUA per annum per family of client. The fee limits do not include statutory charges and apply only for investment advice related to securities under purview of SEBI. These limits apply to this Client, who is an individual or HUF.

Fees charged to the Client: a fixed fee of ₹1,20,000 per annum per family of client.

1. Appointment of the Investment Adviser

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 Regulation 19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. The advisory service starts on 1 November 2026.

2. First-page consent and declarations

The consent of the client, the declarations of the Investment Adviser and the fee statements appear above, on the first page of this agreement.

3. Scope of services

The services to be provided by the Investment Adviser are described below. They are subject to the activities permitted under the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. The Investment Adviser shall act in a fiduciary capacity towards its clients at all times.

The Investment Adviser gives written investment advice on listed securities and mutual fund schemes, with a review every quarter.

4. Functions of the Investment Adviser

The functions, obligations, duties and responsibilities of the Investment Adviser (including principal officer and all persons associated with the investment advice) cover, inter alia:

(a) Terms of compliance with the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 and its amendments, rules, circulars and notifications.
(b) Compliance with the eligibility criteria as specified under the Investment Adviser Regulations at all times.
(c) Risk assessment procedure of client including their risk capacity and risk aversion.
(d) Providing reports to clients on potential and current investments.
(e) Maintenance of records i.e. client-wise KYC, risk assessment, analysis reports of investment advice and suitability, terms and conditions document, related books of accounts and a register containing list of clients along with dated investment advice and its rationale in compliance with the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.
(f) Provisions regarding audit as per the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.
(g) Undertaking 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.

5. Investment objective and guidelines

The Investment Adviser undertakes to recommend direct implementation of advice i.e. through direct schemes/direct codes.

The Client's objective is long-term capital growth with moderate risk, as recorded in the risk profile.

6. Risk factors

Investments in securities are subject to market risk. The value of an investment can fall as well as rise.

7. Validity of advisory services

This agreement is valid for one year from the start date and renews by mutual written consent.

8. Amendments

The agreement may be amended by mutual written consent of the parties.

9. Termination

This Agreement may be terminated under the following circumstances, namely-

(a) Voluntary/ mandatory termination by the Investment Adviser.
(b) Voluntary/ mandatory termination by the client.
(c) Suspension/ Cancellation of registration of Investment Adviser by SEBI.
(d) Any other action taken by other regulatory body/ Government authority.

In case of a voluntary termination of the agreement, the client would be required to give a 30 days prior written notice while 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 IA, the client may be provided with the option to terminate the agreement.

10. Implications of amendments and termination

The implications of amendment, termination and assignment, such as set off of fees received by the Investment Adviser, refund of fees, completion/termination of investment-in-progress, and the transition support obligations of the Investment Adviser, are as follows.

On an amendment or termination, the parties set off dues, the Investment Adviser refunds any fee for the unexpired period, and advice already given in progress is completed or withdrawn as the Client chooses.

In case of premature termination of the IA services by the client or the IA, the client shall be entitled to seek refund of proportionate fees only for unexpired period. However, IA is entitled to retain a maximum breakage fee of not greater than one-quarter fee.

11. Relationship with related parties

The Investment Adviser declares that it is carrying on its activities independently, at an arms-length basis with its related parties. Disclosures of conflicts will be made.

12. Investment Adviser engaged in other activities

i. The Investment Adviser (individual) represents to the client that it maintains an arms-length relationship between its activities as an investment adviser and other activities and covenants that this arm's length relationship shall be maintained throughout the tenure of advisory service.
ii. (a) The Investment Adviser represents that it shall not provide any distribution services.
(b) The Investment Adviser represents that the family of an individual Investment Adviser shall not provide distribution services to the client advised by the individual Investment Adviser, for securities and investment products.
(c) The Investment Adviser represents that it shall not provide investment advisory services, for securities and investment products, to a client who is receiving distribution services from other family members.

13. Representation to client

The Investment Adviser will 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.

14. No right to seek Power of Attorney

The Investment Adviser declares that it shall not seek any power of attorney or authorizations from its clients for implementation of investment advice.

15. No conflict of interest

The Investment Adviser declares that it 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.

16. 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.

17. Terms of fees and billing

(a)(i) and (ii) Quantum and manner of payment of fees, and fee modalities and periodicity: The fee is paid quarterly in advance by online bank transfer to the account named on the invoice.

Fee mode: a fixed fee of ₹1,20,000 per annum per family of client.

(a)(iii) Illustration of how the fee will be determined: For a fixed fee of Rs 1,20,000 per annum, the quarterly fee is Rs 30,000.

(a)(iv) Payment in advance: the Client pays 3 months of fee in advance.

IA may charge fees in advance if agreed by the client. Such advance shall not exceed the period stipulated by SEBI; presently it is maximum one year.

(a)(v) Documents evidencing receipt of payment of fee: A receipt issued by the Investment Adviser for each payment.

(a)(vi) Periodicity of billing, with date and service period: Billed on the first day of each quarter for that quarter, payable within 7 days.

The fee charged by IA to the client will be subject to the maximum of amount prescribed by SEBI/Investment Adviser Administration and Supervisory Body (IAASB) from time to time (applicable only for Individual and HUF Clients). The IA may change the fee mode at any time with the client's consent; however, the maximum fee limit in such cases shall be higher of fee limit under the fixed fee mode or 2.5 per cent of AUA per annum per family of client. The fee limits do not include statutory charges. The fee limits apply only for investment advice related to securities under purview of SEBI.

(b) 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.

18. Liability of Investment Adviser

The 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 underperformance of the securities/funds or any other market conditions.

19. Representations and covenants

The Investment Adviser, its principal officer and the persons associated with the investment advice hold the qualifications and certifications required under the SEBI (Investment Advisers) Regulations, 2013, and the registration and approvals stated on the first page.

The Investment Adviser covenants to maintain these representations, approvals and consents throughout the validity of the advisory service.

20. Death or disability of client

On the death or disability of the Client, the Client's legal heir may continue or end this agreement by written notice.

21. Death or disability of investment adviser

The Investment Adviser, being an individual, has appointed Kavya Rao, PAN ABCDE1234F, contact details 12 Hill Road, Pune 411001, kavya@example.com, 9800000000, as the Obligor, that is the person-in-charge in the event of the Investment Adviser's death / disability. The Obligor is a legal heir, executor, trustee or administrator of the estate of the deceased.

The steps to be taken by the Obligor in order to ensure protection of interest of the clients and redressal of clients' claims include, but are not limited to: (a) giving notice to all clients of the occurrence of the eventuality and confirmation of having taken charge over by the Obligor, (b) settlement of account with the client (fees payable and/or fees refundable), (c) completion of transition of any outstanding business to another duly registered investment adviser, (d) redressal of any outstanding or new disputes / claims of clients.

22. Settlement of disputes and provision for arbitration

Disputes are first referred to the grievance steps in the MITC and then settled by arbitration under the Arbitration and Conciliation Act, 1996, at Mumbai.

23. Adherence to grievance redressal timelines

Investment Adviser shall be responsible to resolve the grievances within the timelines specified under SEBI circulars.

24. 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.

25. 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 Advisor shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

26. Miscellaneous

Each party agrees to perform such further actions and execute such further agreements as are necessary to effectuate the purposes hereof.

The Investment Adviser gives the Client a copy of this agreement once the Client has signed it. The Client signs in person or through another legally acceptable mode, including a DigiLocker enabled Aadhaar based e-signature. Mode chosen for this agreement: DigiLocker enabled Aadhaar based e-signature.

Signed for the Investment Adviser:

Arjun Menon

Harbour Lane Advisory

Date: ____________________

Signed by the Client:

Neha Bhatt

Date: ____________________

Enclosed: Most Important Terms and Conditions (MITC), forming part of this agreement.

Most Important Terms and Conditions (MITC) for Investment Advisers

Forming part of the Investment Advisory Agreement dated 24 October 2026 between Harbour Lane Advisory and Neha Bhatt.

1. The Investment Adviser (IA) shall only accept payments towards its fees for Investment Advisory Services and is not permitted to accept funds or securities in its account on the client's behalf.
2. The IA does not guarantee returns, accuracy, or risk-free investments. All advice is subject to market risks, and there is no assurance of any returns or profits.
3. Any assured/guaranteed/fixed returns schemes or any other schemes of similar nature are prohibited by law. No scheme of this nature shall be offered to the client by the IA.
4. Investment advice, only related to securities shall fall under the purview of SEBI. In case of any services offered by IA related to products/services not under the purview of SEBI, IA shall make disclosure to the client and take appropriate declaration and undertaking from the client that such products/services and the services of IA in respect of such products/services do not come under regulatory purview of SEBI and that no recourse is available to the client with SEBI for grievances related to such products/services or services of IA in respect of such products/services.
5. This agreement is for the investment advisory services provided by the IA and IA cannot execute/carry out any trade (purchase/sell transaction) on behalf of the client without his/her/its specific and positive consent on every trade. Thus, the client is advised not to permit IA to execute any trade on his/her/its behalf without explicit consent.
6. The fee charged by IA to the client will be subject to the maximum of amount prescribed by SEBI/Investment Adviser Administration and Supervisory Body (IAASB) from time to time (applicable only for Individual and HUF Clients).
Note: (i) The current fee limit under Fixed Fee mode is Rs 1,51,000/- per annum per family of client. Under Assets under Advice (AUA) mode, maximum fee limit is 2.5 per cent of AUA per annum per family of client.
(ii) The IA may change the fee mode at any time with the client's consent; however, the maximum fee limit in such cases shall be higher of fee limit under the fixed fee mode or 2.5 per cent of AUA per annum per family of client.
(iii) The fee limits do not include statutory charges.
(iv) The fee limits apply only for investment advice related to securities under purview of SEBI.
(v) The fee limits do not apply to a non-individual client / accredited investor.
7. IA may charge fees in advance if agreed by the client. Such advance shall not exceed the period stipulated by SEBI; presently it is maximum one year. In case of premature termination of the IA services by the client or the IA, the client shall be entitled to seek refund of proportionate fees only for unexpired period. However, IA is entitled to retain a maximum breakage fee of not greater than one-quarter fee.
8. Fees to IA may be paid by the client through any of the specified modes like cheque, online bank transfer, UPI, etc. Cash payment is not allowed. Optionally the client can make payments through Centralized Fee Collection Mechanism (CeFCoM), managed by BSE Limited (i.e. currently recognized IAASB).
9. The IA is expected to know the client's financial details for providing services. Hence, the client is required to share the financial information (e.g. income, existing investments, liabilities, etc.) with the IA.
10. The IA is required to carry out the client's risk profiling and suitability analysis before providing services and thereafter on an ongoing basis. The services provided will be in line with the assessed risk profile. IA shall also communicate the assessed risk profile to the client.
11. As part of conflict of interest management, the client or the client's family members will not be provided any distribution services by IA or any of its group entity/ family members. IA shall, wherever available, advice direct plans (non-commission based) of products only. The IA shall endeavor to promptly inform the client of any conflict of interest that may affect the services being rendered to the client.
12. For any grievances, Step 1: The client should first contact the IA using the details on its website or following contact details: Level 1: Arjun Menon, arjun@example.com, 9822222222. Level 2: Compliance Officer, compliance@example.com, 9833333333.. Step 2: If the resolution provided by IA is unsatisfactory, the client can lodge grievances through SEBI's SCORES platform at www.scores.sebi.gov.in. Step 3: If the client remains dissatisfied with the outcome of the SCORES complaint, the client may consider the Online Dispute Resolution (ODR) through the Smart ODR portal at https://smartodr.in
13. The SEBI registration, enlistment with IAASB, and NISM certification do not guarantee the performance of IA or assure returns to the client.
14. Clients are required to keep contact details, including email id and mobile number/s updated with the IA at all times.
15. The IA shall never ask for the client's login credentials and OTPs for the client's Trading Account, Demat Account and Bank Account. Never share such information with anyone including IA.

Contact details of the client on record with the Investment Adviser: email neha@example.com, mobile 9811111111.

Client consent: the Client has read this MITC, which forms part of the Investment Advisory Agreement, and consents to it.

Neha Bhatt

Date: ____________________

Signed for the Investment Adviser:

Arjun Menon

Harbour Lane Advisory

Date: ____________________

Fill in your own

The investment adviser

Name of the investment adviser *

SEBI registration number *

Address of the investment adviser *

The investment adviser is *

Name of the person who signs for the investment adviser *

The client

Client's name *

Client's address *

Client's email address *

Client's mobile number *

Type of client *

SEBI's fee limit applies only to individual and HUF clients who are not accredited investors. For the others, fee terms are bilaterally negotiated.

How the client signs *

Where and when

Place where the agreement is made *

Date of the agreement *Today, or any day in the next seven days.

Date the advisory service starts *No advice may be rendered and no fee charged until the client has signed. This date cannot be before the agreement date.

Fees

Fee mode *

Months of fee the client pays in advance *Enter 0 for no advance. For an individual or HUF client, advance fee agreed by the client may not exceed one year, so the form allows 0 to 12 months.

Fee schedule: fee modalities and periodicity (heading 17(a)(i) and (ii)) *The quantum and manner of payment, and the fee modalities and periodicity. Write as one paragraph.

Illustration of how the fee will be determined (heading 17(a)(iii)) *A worked example with rupee figures.

Type of documents evidencing receipt of the fee (heading 17(a)(v)) *For example, a receipt or an invoice marked paid.

Periodicity of billing, with the date and the service period (heading 17(a)(vi)) *For example, billed on the first of each quarter for that quarter.

Disclosures

Extent of use of Artificial Intelligence tools in providing investment advice *Regulation 18(9) requires the adviser to disclose this. Write 'No Artificial Intelligence tools are used' if that is the case.

Does your advice cover products outside SEBI's purview? *

Your Grievance Redressal and Escalation Matrix details *Names, email addresses and phone numbers for each level at your firm.

Annexure A headings the circular describes without wording

Scope of services, described in detail (heading 3) *Write the adviser's own text for this heading, as one paragraph.

Investment objective and guidelines (heading 5) *Cover the types of securities advised and any client restrictions, the financial plan or model or strategy agreed with the client, and the tax aspects. Write as one paragraph.

Risk factors: a detailed statement of the risks of each type of investment (heading 6) *Write the adviser's own text for this heading, as one paragraph.

Validity of advisory services: minimum period if any, and renewal terms if any (heading 7) *Write the adviser's own text for this heading, as one paragraph.

Implications of amendment, termination and assignment (heading 10) *Cover set off of fees received, refund of fees, completion or termination of investment in progress, and the adviser's transition support. Write as one paragraph.

Representations about the adviser's qualifications and approvals (heading 19) *The qualifications of the adviser, principal officer and persons associated with the advice, and the approvals and consents held. Write as one paragraph.

Death or disability of the client (heading 20) *Continuation or termination of the service, succession, nomination and representation. Write as one paragraph.

Protection of acts done in good faith, and dispute resolution including arbitration (heading 22) *Write the adviser's own text for this heading, as one paragraph.

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Common questions

Can the adviser start advising before the client signs?

No. The master circular says the adviser shall ensure that no investment advice is rendered and no fee is charged until the client has signed the agreement and been given a copy of it. The form refuses a start date earlier than the agreement date.

Does the fee limit apply to every client?

No. The limit applies to individual and HUF clients who are not accredited investors. For non-individuals and accredited investors, the circular says fee terms are governed through bilaterally negotiated contractual terms.

How long is the notice to end the agreement?

For a voluntary termination, Annexure A asks for 30 days' prior written notice from the client and 30 days' prior written notice from the investment adviser.

Can the adviser hold the client's money or trade without asking?

No. The adviser accepts only fee payments and cannot carry out any trade on the client's behalf without the client's specific and positive consent on every trade. The agreement and the MITC both say so.

Does this agreement replace the adviser's own compliance check?

No. It is a facilitation document for a SEBI-registered adviser to complete. SEBI circulars issued after 6 February 2026 were not read in full, so confirm there is no later change to the agreement or MITC.

Source: SEBI (Investment Advisers) Regulations, 2013, regulation 19(1)(d) (agreement with clients), regulation 15A (fees), regulation 18(8) and 18(9) (non-SEBI products and use of Artificial Intelligence). Read 24 October 2026. Consolidated text headed Amended upto November 25, 2025. SEBI's regulations list read on 2026-10-24 shows no later amendment.
Source: SEBI Master Circular for Investment Advisers HO/38/12/11(2)2026-MIRSD-POD/I/4300/2026 dated 6 February 2026: agreement duties, fees paragraph, Annexure A (26 headings) and Annexure B (MITC, 15 items). Read 24 October 2026. The latest master circular on SEBI's list. It replaces the 27 June 2025 master circular. Circulars issued after 6 February 2026 were not paged through in full, and the first page of the circulars list showed no change to the agreement or MITC.

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