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The Non Discretionary Investment Advisory Agreement is essential for investment advisors operating in Canada who provide investment recommendations while leaving final investment decisions to their clients. This document is used when establishing formal advisory relationships with clients who wish to maintain control over their investment decisions while receiving professional guidance. The agreement ensures compliance with Canadian securities regulations, including National Instrument 31-103 and provincial Securities Acts, while clearly defining the non-discretionary nature of the relationship. It includes crucial elements such as service scope, fee structures, risk disclosures, and compliance requirements, making it suitable for various client types from individuals to institutions. The agreement is particularly important in the current regulatory environment where clear documentation of advisory relationships and client acknowledgments is essential for regulatory compliance and risk management.

1. Parties: Identification of the investment advisor and the client, including full legal names and addresses

2. Background: Context of the agreement, stating the advisor's registrations and client's desire for non-discretionary investment advisory services

3. Definitions: Key terms used throughout the agreement, including 'Investment Advice', 'Non-Discretionary', 'Investment Objectives', and regulatory terms

4. Appointment and Scope of Services: Details of the advisor's appointment and the specific non-discretionary services to be provided

5. Non-Discretionary Nature of Service: Clear statement that all investment decisions remain with the client and the advisor will only act on client instructions

6. Client Information and Investment Policy: Client's obligation to provide accurate information and the process for establishing investment objectives and constraints

7. Advisory Fees and Expenses: Detailed fee structure, calculation methods, and payment terms

8. Representations and Warranties: Standard representations from both parties, including advisor's registration status and client's legal capacity

9. Risk Disclosure and Acknowledgment: Description of investment risks and client acknowledgment of understanding

10. Confidentiality and Privacy: Handling of client information in accordance with PIPEDA and other applicable privacy laws

11. Compliance with Laws: Commitment to comply with applicable securities laws and regulations

12. Limitations of Liability: Scope of advisor's liability and limitations in accordance with Canadian law

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

14. General Provisions: Standard clauses including governing law, amendments, assignment, and notices