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Investment Advisors Agreement

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INVESTMENT ADVISORS AGREEMENT

Parties

This Investment Advisors Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Advisor is duly registered or authorized to provide investment advisory services and possesses the experience and qualifications necessary to advise on investment strategies and portfolio management; and

WHEREAS, Client desires to engage Advisor to provide investment advisory services on the terms and conditions set forth in this Agreement, and Advisor is willing to provide such services to Client in accordance with these terms; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Services

Advisor shall provide professional investment advisory services to Client including, without limitation, investment analysis, portfolio management, asset allocation advice, selection of investment vehicles, and periodic reporting. Specific services, deliverables, and any performance benchmarks are described below.

Payment Terms

Client shall pay Advisor the compensation set forth below in exchange for the services performed under this Agreement. All fees are exclusive of applicable taxes and reasonable, pre-approved out-of-pocket expenses.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the notice period above. Termination for cause may be effected immediately by the non-breaching party upon written notice if the other party materially breaches any provision and fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that, in the course of performance, the other party may disclose confidential or proprietary information. Recipient shall hold such information in strict confidence, shall use it solely for the purposes of performing this Agreement, and shall not disclose it to any third party except as required by law or with the disclosing party's prior written consent. Confidential information does not include information that is or becomes generally available to the public other than through a breach by Recipient.

Fiduciary Duty and Compliance

Advisor acknowledges its fiduciary duties to Client and agrees to act in Client's best interest with respect to the advisory services provided hereunder. Advisor will comply with all applicable laws, rules and regulations in the performance of services and will maintain all required registrations and licenses.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct or breach of this Agreement. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings and communications. No amendment or modification shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as either party may designate in writing.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it valid and enforceable.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

Advisor:

By:

Date:

Client:

By:

Date:

Enter text✕

What the Investment Advisors Agreement Is

An Investment Advisors Agreement is a written contract between an investment adviser and a client that describes the advisory relationship, scope of services, fees and billing, fiduciary obligations, reporting, and termination mechanics. It documents discretionary authority, investment objectives, custody arrangements, conflicts disclosures, and indemnities. The agreement creates an enforceable framework for portfolio management or financial planning services and serves as the primary record for client onboarding, compliance reviews, and audits under applicable securities and consumer protection rules.

Why a Clear Agreement Matters

A well-drafted Investment Advisors Agreement clarifies duties, fee structures, and allowable actions, reduces disputes, supports compliance with adviser regulations, and provides evidence for audits and regulatory examinations.

Why a Clear Agreement Matters

Who Typically Uses an Investment Advisors Agreement

Primary users include advisory firms, individual advisers, and clients who enter ongoing advisory relationships.

  • Registered investment advisers (RIAs) and advisory firms managing discretionary and non-discretionary accounts for clients
  • Broker‑dealers, wealth managers, and hybrid advisory practices that document advisory services and supervision arrangements
  • High‑net‑worth individuals, family offices, and institutional clients engaging advisers under written, enforceable terms

The contract is also used by custodians, third‑party subadvisers, compliance teams, and institutional onboarding staff.

Core Sections to Include in the Agreement

A professional Investment Advisors Agreement should name parties, define services and limits, specify compensation, and assign reporting and compliance responsibilities.

Scope of Services

Clearly describe advisory services, discretionary authority, permitted asset classes, investment objectives, and any excluded activities to set client expectations and compliance boundaries.

Fees & Compensation

State fee basis (AUM, fixed, hourly, performance), billing schedule, expense reimbursement, and procedures for fee disputes or changes to fees.

Fiduciary Duties

Affirm fiduciary standard, conflicts of interest policies, and required disclosures so the adviser documents duties owed to the client.

Reporting & Records

Specify reporting frequency, statement delivery method, record retention responsibilities, and where written disclosures (ADV, brochures) will be delivered.

Risk Disclosures

Include investment risk language, assumptions, and a statement that past performance is not a guarantee of future results.

Termination & Remedies

Outline termination notice periods, post‑termination wind‑down obligations, refund procedures, and dispute resolution mechanisms.

Essential Information to Capture

Adviser Legal Name: Entity name exactly
Client Legal Name: Full legal name
Effective Date: MM/DD/YYYY
Services Description: Short service summary
Fee Terms: Billing cadence noted
Signatory Authority: Authorized signer listed

Step-by-Step: Completing the Agreement

Follow a consistent sequence when preparing and executing the Investment Advisors Agreement to reduce errors and speed onboarding.

  • 01
    Gather Details: Collect legal names, tax IDs, and client objectives.
  • 02
    Define Services: Spell out scope, discretion, and investment limits.
  • 03
    Set Fees: Describe fee formula, billing cycle, and reimbursements.
  • 04
    Execute Signatures: Obtain all required signatures and dates.

Configuring an Online Signing Workflow

When sending electronically, configure fields, signer order, and authentication to match your compliance needs and client expectations.

Field Configuration
Template Name Use a consistent naming convention
Conditional Fields Show fields only when applicable
Signer Order Set sequential or parallel signing
Authentication Method Choose email, SMS, or KBA

Where to Send and How to Submit the Signed Agreement

Define routing so the signed agreement reaches client records, custody platforms, and compliance files without delay.

  • Client Copy: Deliver signed PDF to the client
  • Adviser Records: Store in secure internal repository
  • Custodian Upload: Provide executed agreement to custodian
  • Compliance Folder: Retain record for regulatory review

Digital Signing and Technical Needs

Platforms should support ESIGN and UETA legal frameworks, offer tamper-evident signed PDFs, retention and export options, and integrate with CRM, document storage, and custodial systems for streamlined onboarding and audit readiness.

  • File Formats: PDF and DOCX supported
  • Integrations: CRM and custody APIs
  • Authentication: Email, SMS, or KBA

Common Timelines and Notice Periods

Record key dates in the agreement and your systems to ensure timely billing, reporting, and termination notices.

Effective Date:

Agreed MM/DD/YYYY when services begin

Fee Billing Cycle:

Monthly, quarterly, or annually as specified

Termination Notice:

Typical 30‑ to 90‑day written notice period

Annual Review:

Schedule client review and disclosure updates annually

Delivery of Reports:

Provide account statements per agreed cadence

Common Preparation Errors to Avoid

  • Using informal or ambiguous fee language that creates disputes over calculations or reimbursement responsibilities.
  • Failing to document discretionary trading authority and order-writing limits, which leads to compliance and custody rejections.
  • Entering inconsistent party names or tax identifiers that prevent matching to brokerage or tax reporting systems.
  • Not specifying governing law and dispute resolution, which increases litigation risk and costs if disagreements arise.

Key Risks and Potential Consequences

Regulatory Action: Enforcement by SEC or state regulators
Civil Liability: Client claims for breaches of fiduciary duty
Contractual Losses: Damages and indemnity obligations
Operational Delay: Onboarding or custody holdbacks
Tax Consequences: Incorrect reporting or withholding
Reputational Harm: Client churn and lost referrals

Real-World Examples of Signed Agreements

Practical examples show how advisers and organizations use eSignatures and templates to standardize agreements and speed execution.

Optica Ventures — Operational Efficiency

Optica standardized templates to reduce onboarding time and improve accuracy.

  • Adoption of a single template reduced back-and-forth.
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Martin Properties — Mobile Execution

A small advisory practice completed agreements remotely for clients and custodians.

  • Mobile signing allowed in-person closings to proceed without delays.
  • "I can process and execute all of these documents online with 100% compliance and built-in security."

Practical Tips for Accurate Agreements

Follow consistent drafting, version control, and review procedures to reduce errors and speed approvals.

Standardize Templates
Keep one controlled template for each service line, and use versioning to ensure reviewers are working from the current approved document.
Use Clear Fee Language
Spell out fee formulas, billing periods, rounding rules, and refund procedures to reduce misunderstandings and audit questions.
Record Consent Properly
For electronic consent, document the consumer disclosure and acceptance process to meet ESIGN/UETA requirements and demonstrate consent.
Coordinate with Custodians
Confirm custodian acceptance criteria for executed agreements and align signature blocks, corporate acknowledgements, and routing instructions.

Key Milestones During Agreement Processing

Track milestones from drafting through compliance filing so stakeholders know their responsibilities and deadlines.

01

Drafting Complete

Finalize terms and attach exhibits before review

02

Client Review

Allow time for client questions and edits

03

Execution

Obtain all required signatures and dates

04

Compliance Review

Store executed copy and notify compliance team

eSignature Provider Comparison for Executing Agreements

Compare common feature criteria and starting prices for leading eSignature platforms; signNow appears first for parity with plan and pricing data.

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 Yes, limited Yes, limited
Bulk Send Yes 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 No cap No cap No cap

Frequently Asked Questions About the Agreement

Answers address common execution, enforceability, and retention questions about Investment Advisors Agreements and electronic signatures.


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