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The Discretionary Investment Advisory Agreement is a crucial document used when establishing a professional relationship between a registered investment adviser and a client who wishes to delegate investment decision-making authority. This agreement is essential in the Canadian investment management landscape, where it must comply with both federal and provincial securities regulations, particularly National Instrument 31-103 and provincial Securities Acts. The document outlines the complete scope of services, including the adviser's authority to make investment decisions without prior client approval, investment guidelines, risk parameters, reporting obligations, and fee structures. It includes necessary regulatory disclosures, privacy provisions, and conflict of interest management procedures required under Canadian law. This agreement is typically used by investment management firms, portfolio managers, and wealth management companies when offering discretionary investment services to high-net-worth individuals, corporations, pension funds, and other institutional clients.

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

2. Background: Context of the agreement and confirmation of adviser's registration status

3. Definitions: Key terms used throughout the agreement including 'Investment Guidelines', 'Portfolio', 'Securities', 'Discretionary Authority'

4. Appointment and Authority: Formal appointment of adviser and scope of discretionary authority

5. Investment Guidelines and Restrictions: Parameters within which the adviser must operate, including investment objectives and constraints

6. Services Provided: Detailed description of investment management and advisory services

7. Fees and Expenses: Management fees, performance fees if applicable, and other charges

8. Reporting and Documentation: Required account statements, performance reports, and other communications

9. Risk Disclosure: Mandatory risk warnings and acknowledgments

10. Representations and Warranties: Standard declarations by both parties

11. Privacy and Confidentiality: Treatment of client information and confidential data

12. Conflicts of Interest: Disclosure and management of potential conflicts

13. Liability and Indemnification: Limits of adviser liability and indemnification provisions

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

15. General Provisions: Standard boilerplate clauses including governing law, notices, amendments