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The Investment Advisory Agreement is essential for investment firms and financial advisors operating in the Netherlands who provide investment advice to clients. This document is required under Dutch financial regulations, specifically the Financial Supervision Act (Wft) and MiFID II requirements. It should be used when establishing a formal advisory relationship with any client seeking investment advice, whether retail, professional, or institutional. The agreement comprehensively covers the advisor's duties, client obligations, fee arrangements, risk disclosures, and regulatory compliance requirements. It includes specific provisions mandated by Dutch law and EU regulations, such as client classification, best execution policies, and conflict of interest management. The document also addresses data protection requirements under GDPR and includes necessary regulatory disclosures required for investment advisory services in the Netherlands.

1. Parties: Identification of the investment advisor and the client, including registration/license numbers and contact details

2. Background: Context of the agreement and brief description of the services to be provided

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of investment advisory services, including any limitations and exclusions

5. Client Classification: Classification of the client under MiFID II (retail/professional/eligible counterparty)

6. Duties and Responsibilities: Obligations of both advisor and client, including information provision and communication requirements

7. Risk Disclosure: Acknowledgment of investment risks and limitations of advisory services

8. Fees and Payment: Fee structure, calculation method, payment terms, and any additional costs

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

10. Confidentiality and Data Protection: GDPR compliance and handling of confidential information

11. Duration and Termination: Term of agreement, termination conditions, and consequences of termination

12. Liability and Indemnification: Limitation of liability and indemnification provisions

13. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes

14. Miscellaneous: Standard provisions including severability, entire agreement, and amendments