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Investment Advisor Agreement

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INVESTMENT ADVISOR AGREEMENT

This Investment Advisor Agreement ("Agreement") is entered into as of Effective Date: between Investment Advisor Name: with principal address:

and Client Name: with principal address:

WHEREAS

WHEREAS, the Investment Advisor is duly registered or otherwise authorized to provide investment advisory services and possesses the experience and personnel necessary to provide such services; and

WHEREAS, the Client desires to engage the Investment Advisor to provide investment advisory and portfolio management services as set forth in this Agreement, and the Investment Advisor is willing to provide such services on the terms and conditions contained herein.

SCOPE OF SERVICES

The Investment Advisor shall provide investment advisory services to the Client including, but not limited to, investment management, portfolio construction, periodic review, trade execution oversight, and reporting. Services to be provided are described in detail below.

ADVISOR DUTIES

The Investment Advisor shall: (a) exercise reasonable skill, care and diligence in providing services; (b) adhere to the Client's stated investment objectives, restrictions and risk tolerance; (c) provide periodic written reports on portfolio performance and holdings at intervals agreed in writing; and (d) disclose any material conflicts of interest in accordance with applicable law and this Agreement.

CLIENT RESPONSIBILITIES

The Client shall (a) provide full and accurate information regarding financial circumstances and investment objectives; (b) promptly notify the Investment Advisor of any changes to investment restrictions or financial condition; and (c) deliver funds, assets and documentation necessary for implementation of the investment program in accordance with the Investment Advisor's instructions.

PAYMENT TERMS

Client shall pay the Investment Advisor fees as set forth below. Fees are earned in arrears unless otherwise specified. All fees are due in accordance with the agreed billing cycle and are exclusive of applicable taxes and approved expenses.

The Client will reimburse reasonable out-of-pocket expenses incurred by the Investment Advisor in connection with the services if pre-approved. Reimbursable expenses include trade execution fees, custody charges, and third-party research fees. Describe any exceptions or caps below.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement upon written notice to the other if the other party materially breaches any provision of this Agreement and fails to cure such breach within the notice period specified above. Upon termination, the Investment Advisor shall provide a final accounting and invoice for fees earned through the termination date; the Client shall pay all earned fees and reimbursable expenses within thirty (30) days.

CONFIDENTIALITY

Each party shall keep confidential all non-public information received from the other party in connection with this Agreement and shall not disclose such information except (a) with the disclosing party's prior written consent; (b) to employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations; or (c) as required by applicable law or regulation, provided the receiving party gives prompt notice to the disclosing party to the extent legally permissible.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of law principles. Venue for any action arising under this Agreement shall be in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and executed by both parties.

MISCELLANEOUS PROVISIONS

Indemnification: The Client agrees to indemnify and hold harmless the Investment Advisor, its officers, employees and agents from any losses, claims or liabilities arising out of the Client's breach of this Agreement or willful misconduct. Limitation of Liability: Except for liability arising from willful misfeasance or gross negligence, neither party shall be liable to the other for consequential, incidental or punitive damages. Assignment: This Agreement may not be assigned by either party without the prior written consent of the other, except that the Investment Advisor may assign to an affiliate or successor by operation of law.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other in accordance with this paragraph.

Investment Advisor:

By:

Date:

Client:

By:

Date:

Enter text✕

What the Investment Advisor Agreement Is and Why It Matters

An Investment Advisor Agreement is a written contract between an investment advisor and a client that defines the advisor’s services, authority, compensation, reporting obligations, and termination rights. The agreement documents the fiduciary relationship, scopes discretionary trading authority (if any), sets fee structures and billing cycles, and records investment objectives and risk tolerance. It also allocates responsibilities for custody, client reporting, and regulatory recordkeeping. Properly drafted, this agreement supports compliance, reduces later disputes, and clarifies expectations for both parties during the engagement.

Why a Clear Agreement Protects Both Parties

A clear Investment Advisor Agreement reduces legal and operational risk by documenting scope, fees, client consent, and recordkeeping expectations. It helps meet regulatory and fiduciary standards while making dispute resolution and audit trails straightforward.

Why a Clear Agreement Protects Both Parties

Who Typically Uses an Investment Advisor Agreement

Common parties who prepare or sign these agreements include regulated advisors, institutional clients, and retail investors.

  • Registered investment advisers and firms offering portfolio management or advisory services to clients.
  • Family offices, wealth managers, and broker-dealers when providing advisory or discretionary services.
  • Individual accredited and non-accredited investors entering a managed account or advisory relationship.

Choosing the appropriate agreement language depends on registration status, whether the advisor has discretionary authority, and applicable regulatory obligations.

Primary signer roles and responsibilities

Registered Investment Adviser

The adviser (RIA) signs to accept advisory responsibilities, disclose conflicts, and confirm compliance procedures. The adviser’s obligations include fiduciary duty, documentation of investment strategy, fee calculation methods, and maintaining required records under applicable SEC or state rules.

Client / Investor

The client signs to consent to the scope of services, fee arrangements, discretionary authority (if granted), and ongoing reporting. The client’s signature acknowledges receipt of disclosures and creates enforceable consent for electronic records where authorized.

Core elements every Investment Advisor Agreement should include

A professional agreement bundles operational controls, disclosure language, and commercial terms. These six elements form the contract backbone and support regulatory compliance.

Services

Describe advisory services precisely—portfolio management, financial planning, model allocation, periodic reviews—and include scope limits, excluded services, and any sub-advisor arrangements.

Fees

Detail fee type (asset-based, fixed, performance), billing schedule, calculation method, fee caps or minimums, reimbursements, and refund or proration rules on termination.

Authority

Specify whether the advisor has discretionary trading authority, trading limits, pre-approval requirements, and the date scope begins for executed trades.

Disclosures

Include required regulatory disclosures, conflict-of-interest statements, custodial arrangements, and references to Form ADV or other material client disclosures.

Termination

State term length, notice requirements, termination fees, post-termination obligations, and how final account reconciliation and custody transfers will occur.

Recordkeeping

Set expectations for statements, performance reporting, audit access, and retention to satisfy SEC and tax recordkeeping obligations.

Step-by-step: completing the Investment Advisor Agreement

Follow these sequential steps to prepare, review, and execute the agreement accurately and efficiently.

  • 01
    Gather documents: Collect ADV, custody details, tax IDs, and client KYC documents.
  • 02
    Draft terms: Populate scope, fees, authority, and reporting sections clearly.
  • 03
    Legal review: Have counsel or compliance review for regulatory exposure.
  • 04
    Execute: Sign electronically or in person and distribute executed copies.

Setting up an online agreement workflow

Configure signature order, authentication, reminders, and audit settings to match your compliance needs before sending the agreement.

Field Configuration
Authentication Method Email link + optional SMS code
Signature Order Sequential signing with advisor first
Reminder Cadence Automated reminders after 3 and 7 days
Audit Trail Capture IP, timestamp, and actions for each signer

How to route and finalize the signed agreement

A reliable routing process reduces delays and builds a clear execution record for audits and client service.

  • Upload document: Place the agreement in the eSignature platform and add fillable fields.
  • Add signers: Enter parties and set signing order or parallel signing as required.
  • Authenticate signer: Use email link, SMS, or stronger authentication for higher assurance.
  • Complete and store: Signed copies and certificates saved to secure storage with audit trail.

Technical considerations for electronic execution

Choose a platform that supports required file types, integration points, and authentication appropriate to regulatory risk.

  • File types: PDF and DOCX support recommended for redlines and archival.
  • Integrations: Look for CRM, custody, and document storage connectors.
  • Authentication: Support for SMS, KBA, and advanced signer verification.

Confirm the platform provides a tamper-evident audit trail and export formats that satisfy your compliance and recordkeeping needs.

Security and compliance essentials to document in your workflow

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest
Certifications: SOC 2 Type II, ISO 27001
Audit Trail: Timestamp, IP, action logs retained
Access Control: Role-based permissions and SSO
HIPAA: BAA available for covered workflows
eSignature Law: ESIGN and UETA compliance noted

Supporting files and export options you should keep

Maintain a consistent set of supporting documents and export formats to ensure auditability and to meet client and regulator expectations.

Supporting Documents

Attach Form ADV, KYC/AML proofs, custodian agreements, fee schedules, and any written disclosures that form part of the advisory engagement.

Export Formats

Keep final signed copies in PDF/A and retain an exportable audit trail CSV for regulatory review and internal recordkeeping.

Execution Record

Store certificate of completion including signer IP, authentication method, timestamps, and field-level change history for each executed agreement.

Custodian Instructions

Include written custody setup instructions and transfer authorizations to simplify account onboarding and reduce settlement delays.

Common mistakes to avoid when preparing the agreement

  • Unclear discretionary language that leaves trading authority ambiguous and creates dispute risk between advisor and client.
  • Incomplete fee provisions that omit billing schedule, proration on termination, or reimbursable expense rules.
  • Failing to obtain explicit consent to receive electronic records and missing the ESIGN consumer disclosure when required.
  • Insufficient record retention settings that do not satisfy SEC, IRS, or client audit requirements, causing regulatory exposure.

Potential legal and operational consequences

Unenforceability: Agreement may be unenforceable without proper consent.
Regulatory risk: Noncompliance with recordkeeping invites SEC scrutiny.
Tax errors: Incorrect client data leads to tax-reporting penalties.
Client disputes: Vague terms increase arbitration or litigation risk.
Privacy breach: Improper handling of PII can trigger fines.
Operational delay: Missing signatures delay custody and billing.

Timing considerations and typical deadlines

Track effective dates, onboarding milestones, and statutory update obligations to preserve client rights and ensure compliance.

Effective Date:

Agreement governs rights from the specified MM/DD/YYYY effective date onward.

Onboarding Documents Due:

KYC, custody paperwork and funding typically required within 5–10 business days of execution.

Form ADV Updates:

Advisers must update Form ADV annually or when material changes occur per SEC rules.

Billing Cycle Start:

First billing period commonly begins on the effective date or first day of the following month.

Record Retention Start:

Retention periods typically begin on creation or last effective date of the record.

Practical examples of online execution for agreements

Real organizations report improved turnaround and client experience when executing advisory contracts online with secure audit trails.

Optica Ventures

Optica streamlined investor agreements with online signing

  • Reduced in-person coordination and courier delays
  • The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

Martin Properties

Martin Properties moved client contracts online for remote closings

  • Cut execution cycles and improved recordkeeping
  • I can process and execute all of these documents online with 100% compliance and built-in security.

Typical eSignature pricing and capability comparison

Compare starting prices and core features relevant to Investment Advisor Agreement workflows. signNow is listed first per comparison standards.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently asked questions about Investment Advisor Agreements and eSignatures

Answers to common execution, validity, and recordkeeping questions for advisors and clients using electronic processes.


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