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
1.1. 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.
1.2. 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):
a) intended to be an ongoing relationship. Agreement may be
terminated in accordance with Item 11 herein.
b) 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
2.1. 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.
2.2. 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.
2.3. 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.
2.4. 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.
2.5. 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.
2.6. 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
3.1. 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.
3.2. 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. - Other Expenses
4.1. 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. - Confidentiality
5.1. 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.
5.2. 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
7.1. 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.
7.2. The Client agrees that the Client’s personal attorney shall be solely
responsible for the rendering and/or preparation of all of the following:
(i) legal advice
(ii) (ii) legal opinions,
(iii) (iii) legal determination and
(iv) (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
8.1. 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.
8.2. 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.
8.3. 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.
9.1. 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.
9.2. 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
10.1. 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
11.1. 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.
11.2. 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
12.1. 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
13.1. 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.
13.2. 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
14.1. 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
15.1. 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
16.1. 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.
16.2. 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
17.1. 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
18.1. 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.
18.2. 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.
18.3. 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
19.1. 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
20.1. 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.
20.2. 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.
20.3. 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
21.1. 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.
21.2. 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.
21.3. 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.
21.4. 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
I. 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)
II. 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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