INVESTMENT ADVISORY AGREEMENT

NABLA FINANCIAL INC.

INVESTMENT ADVISORY AGREEMENT 

 

This Investment Advisory Agreement (the “Agreement”) is entered into and is effective as of______________, 20 ____, by and between Nabla Financial Inc. (“Financial Adviser”), a registered investment adviser, and _____________________________ hereinafter referred to as the “Client”.

 

  • Financial Advisory Services 

 

  1. The Financial Adviser shall provide the Client with financial advice on matters set out in Exhibit A, which is attached hereto and incorporated by reference herein. The Client may also elect to empower the Financial Advisor herein to generally advise them on all financial matters including those not set out in Exhibit A. 
  2. This Agreement sets forth the responsibilities and understanding of Client and Financial Adviser with respect to such services. The Financial Advice service is (choose one):
  1. ________ intended to be an ongoing relationship. Agreement may be terminated in accordance with Item 11 herein.
  2. ________ not intended to be an ongoing relationship, and shall terminate on completion of issuance of the financial advice required by the Client at a particular instance. Any additional service that the Client may require will be addressed in a separate agreement between the Financial Adviser and the Client herein.

 

  • Client Responsibilities


  • The Client agrees to provide the Financial Adviser, on a timely basis, with information and/or documentation that the Financial Adviser may request in furtherance of this Agreement as it pertains to Client’s income and expenses, investments, taxes, estate plan, objectives, needs and goals. This information is meant to enable the Financial Advisor give the best and most efficient advice to the Client herein. 


  •  This list of information that may be required is not all-inclusive and any other relevant information that is known to the Client, or requested by the Financial Adviser, should be disclosed to the Financial Adviser promptly. 

 

  1. The Client acknowledges that the Financial Adviser cannot effectively advise the Client unless such Client diligently performs their responsibilities under this Agreement and that the Financial Adviser’s analysis and recommendations are based on the information and documentation provided by Client.

 

  1. The Financial Adviser is not under any obligation to verify any information obtained from Client, Client’s attorney, accountant or other professionals, and is expressly authorized to rely thereon. Client agrees to authorize all such professionals to provide Adviser with information Adviser may need.

 

  1. For avoidance of doubt the relationship between the parties herein is based on good faith and the Financial Advisor shall fully rely on the information provided by the Client without fact checking on the same. 

 

  1. In the event that the Client provides false information and the Financial Advisor acts on the same to the detriment of the Client, the Financial Advisor shall not be in any way responsible for any losses and/or legal implications that may arise.  

 

  • Adviser’s Compensation

 

  1. The fees charged by the Financial Adviser are solely for the financial advice that the Financial Advisor shall issue to the Client and do not include any commissions that might be generated upon implementation of any securities or insurance recommendations. The Financial Adviser’s compensation shall not be based on a share of any capital gains upon or capital appreciation of Client’s funds or any portion of Client’s funds.

 

  1. The chargeable fees shall be communicated clearly and in the most effective manner prior to the execution of this agreement. The execution of this agreement will be indicative of the mutual agreement of both parties. 

 

  1. Other Expenses
    1. The Financial Adviser’s fees do not include custodial fees or transaction costs charged by Client’s custodian and/or broker-dealer that may be incurred in implementing the financial planning recommendations provided hereunder. Each mutual fund in which Client’s assets may be invested charges its own fee and other expenses as set forth in the mutual fund’s prospectus.

 

  1. Confidentiality
    1.  All information and advice furnished by either party to the other, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties, except as required by law or necessary to carry out designated powers or as granted by the Client.

 

  1. Prior to the disclosure of such confidential information, the disclosing party shall exclusively obtain written consent from the other party.

 

 

 

  • Assignability and Effect

 

This Agreement is not assignable by either party hereto without the prior written consent of the other party. The Client acknowledges and agrees that transactions that do not result in a change of actual control or management of the Financial Adviser shall not be considered an assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, successors, survivors, administrators and assigns.

 

  • Legal & Accounting Advice


  •  The Client expressly understands and agrees that the Financial Adviser is not qualified to render any legal or accounting advice or to prepare any legal or accounting documents for the implementation of any financial planning recommendations or services provided hereunder.
  • The Client agrees that the Client’s personal attorney shall be solely responsible for the rendering and/or preparation of all of the following:
    1. legal advice
  • (ii) legal opinions,
  • (iii) legal determination and 
  • (iv) legal

documents. The Client further agrees that the Client’s personal tax adviser and/or accountant shall be solely responsible for the rendering of any and all tax or accounting related advice or services. The Financial Adviser is willing to confer with Client’s legal and tax professionals to discuss any recommendations made to the Client.

 

  • Client Conflicts
    1.  If this Agreement is between the Financial Adviser and related Clients (i.e. married couple) the Financial Adviser’s services shall be based upon the joint goals communicated to the Adviser. The Financial Adviser shall be at liberty to rely upon instructions from either party with respect to the services provided hereunder, unless and until such reliance is revoked in writing to the Financial Adviser. 

 

  1. The Financial Adviser shall not be responsible for any claims or damages resulting from such reliance or from any change in the status of the relationship between the Clients.

 

  1. The Client acknowledges and understands that the Financial Adviser cannot and will not treat information provided by either party as confidential from the other related party.
  • Client Representations.
    1. The Client represents that they have the full legal power and authority to enter into this Agreement and that the terms of this Agreement do not violate any obligation to which Client is bound, whether arising out of contract, operation of law, or otherwise. 
    2. The Client maintains sole responsibility to notify the Financial Adviser, in writing, if there is any change in the Client’s financial situation or investment objectives for the purpose of reviewing, evaluating or revising Adviser’s previous advice if any. 

 

  • Severability

 

  1. If any one or more of the provisions of this Agreement shall, for any reason, be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement and this Agreement shall be enforced as if such illegal or invalid provision had not been contained herein.

 

  • Term
    1. The services shall commence when this Agreement has been executed by the Client and upon approval and acceptance of the Financial Adviser. If the engagement is not ongoing, the term of this Agreement shall conclude on Adviser’s completion of the services listed at Exhibit A.

 

  1.  If the engagement is ongoing, the term of the Agreement shall continue until terminated by either party hereto pursuant to Item 12 of this Agreement.

 

  • Termination 


  •  Either party may terminate this Agreement at any time upon Written notice to the other party. Termination of this Agreement will not affect the validity of any action previously taken by the Financial Adviser under this Agreement, or the Client’s obligation to pay Adviser fees that have already been earned under this Agreement. Any fees incurred prior to the date of termination will be payable in full.


  • Adviser Liability

 

  1. Except as otherwise provided by federal or state securities laws, the Financial Adviser, acting in good faith, shall not be liable for any action, omission, investment recommendation/decision, or loss in connection with this Agreement including, but not limited to, the implementation of the advice provided hereunder, or the acts and/or omissions of other professionals or third party service providers recommended to Client by Adviser. 

 

  1. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith. Therefore, nothing in this Agreement will waive or limit any legal rights that Client may have under common law or the state or federal securities laws.

 

  • Notices 

 

  1. Any and all notices or correspondence required or permitted under this Agreement shall be in writing and shall be sufficient in all respects if (i) delivered personally, (ii) mailed by registered or certified mail, return receipt requested and postage prepaid, (iii) sent via a nationally recognized overnight courier service to the address set forth under the signatures of the parties below, or such other address as either party shall have designated by notice in writing to the other party at the address provided on the signature page of this Agreement.

 

  • Risk Acknowledgment

 

  1. The Client acknowledges that the Financial Adviser has not guaranteed nor can the Financial Adviser guarantee that implementation of any of the recommendations provided hereunder will achieve their expected results.

 

  • Entire Agreement and Modification

 

  1. This Agreement constitutes and contains the entire agreement between the parties and supersedes all prior oral or written statements dealing with the subject matter herein. No provision of this Agreement or any of the documents referred to herein may be amended, modified, supplemented, changed, waived, discharged or terminated, except by a writing signed by each party hereto. 
  2. No failure by Adviser or Client to exercise any right, power, or privilege that The Financial Adviser or Client may have under this Agreement shall operate as a waiver thereof.

 

  • Governing Law 
    1. This Agreement shall be governed by and construed according to the laws of the State of Florida, without reference to conflict of laws principles, except to the extent other federal law preempts state law.

 

  • Interpretation
    1. This Agreement shall be construed in accordance with its fair meaning as if prepared by all parties hereto, and shall not be interpreted against either party on the basis that it was prepared by one party or the other. 

 

  1. Section headings used herein are for ease of reference only and in no way shall be construed as interpreting, decreasing or enlarging the provisions of this Agreement.

 

  1. Words used herein in the singular shall include the plural, and words used in the plural shall include singular, wherever the context reasonably requires. This Agreement may be signed and executed in one or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same Agreement.

 

  • Receipt of Disclosures 
    1. The Client acknowledge receipt of our Privacy Policy Notice and a copy of our written disclosure statement as set forth on Part 2 of Form ADV (Uniform Application for Investment Adviser Registration) or otherwise meeting the requirements of Rule 204-3 of the Advisers Act, and/or applicable state law. Client shall have 5 business days from the date of execution of this Agreement to terminate Adviser’s services without penalty.

 

  • Electronic Delivery 
    1. The Client expressly consents to accept communication of any disclosure information, including but not limited to Adviser’s Form ADV and privacy policy disclosures, reports, billing statements, and all other forms of communication electronically whether via e-mail, web portal, CD-ROM, or other forms of electronic communication. Client asserts that Client is capable of receiving such disclosures electronically, and understands that non-public personal information may be sent via e-mail or other electronic media, and that electronic media (including e-mail) may not be as reliable or secure as other forms of communication. Client may revoke this consent at any time by providing notice to Adviser pursuant to Item 13 of this Agreement.

 

  1. Unless the Financial Adviser has reason to believe that delivery of any electronic communications was not effective (such as a returned e-mail), the Financial Adviser is entitled to rely on the information Client provides as evidence of delivery and the Adviser is not required to obtain delivery confirmation or a “read receipt.

 

  1.  If the Client’s e-mail address changes or if Client no longer has the ability to access e-mail or access any related client web portal, the Client must promptly notify the Financial Adviser in writing and provide updated information, or withdraw this consent of electronic delivery.

 

  • Arbitration
    1.  Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any dispute pertaining to Adviser’s services under this Agreement, both the Financial Adviser and the Client agree to submit the dispute to arbitration in accordance with the auspices and rules of the American Arbitration Association (“AAA”), provided that the AAA accepts jurisdiction. 

 

  1. The Financial Adviser and the Client understand that such arbitration shall be final and binding, and that by agreeing to arbitration, both the Financial Adviser and the Client are waiving their respective rights to seek remedies in court, including the right to a jury trial. 

 

  1. The Client acknowledges and agrees that in the specific event of non-payment of any portion of Adviser Compensation, the Financial Adviser, in addition to the aforementioned arbitration remedy, shall be free to pursue all other legal remedies available to it under law, and shall be entitled to reimbursement of reasonable attorney’s fees and other costs of collection.

 

  1. The Client understands that this Agreement to arbitrate does not constitute a waiver of Client’s right to seek a judicial forum where such waiver would be void under federal or applicable state securities laws.

 

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE

ENFORCED BY THE PARTIES.

 

[SIGNATURE PAGE FOLLOWS]

 

SIGNATURE PAGE FOR FINANCIAL CONSULTING AGREEMENT

IN WITNESS WHEREOF, the Client and the Financial Adviser have each executed this Agreement on the day, month and year first above written. By each party executing this Agreement they acknowledge and accept their respective rights, duties, and responsibilities hereunder.

 

Client Name (print): ……………………….. Joint Owner Name (print): ………………………………

 

Client Signature: …………………………….     Joint Owner Signature: ……………………………………..

 

Client Address: ………………………………. Joint Owner Address: ……………………………………..

 

Nabla Financial Inc.

Signature for Adviser: …………………………………………………

Name of Signatory

(print name):………………………………………………………………

Adviser Address:

1000 Brickell Ave

Miami, FL 33133

 

Exhibit A

Description of Services

CLIENT NAME: _________________________________ DATE: _________________

SERVICE SERVICE DESCRIBED

  1. Individual Consulting and Planning

Provide the following investment advisory consulting services as indicated (select all that apply).

___________ Income Analysis/Cash Flow/Budget Analysis

___________ Investment Analysis/Asset Allocation

___________ Education Needs Analysis/Planning

___________ Retirement Needs Analysis/Planning

___________ Retirement Plan Review

___________ Life Insurance Review

___________ Disability Insurance Review including Policy Analysis

___________ Estate Analysis/Estate Planning Service

___________ Charitable Giving

___________ Employee Benefit Analysis

___________ Investment Counseling

___________ Other Investment Advisory Consulting Services (describe below)

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

  1. Ongoing or Periodic Investment Advisory Consulting Service

Provide the following investment advisory consulting services as indicated (select all that apply).

___________ Portfolio Monitoring

___________ Group Retirement Enrollment/Education meetings

___________ Ongoing or periodic investment advisory consulting service described below.

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

 

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