Can this be signed electronically?

Yes. Electronic signatures are legally valid for most advisory agreements if they meet ESIGN and UETA requirements: signer intent, consent, attribution, and reliable record retention. Certain exceptions (wills, some court orders) remain excluded from electronic execution per federal and state rules.

What must the fee disclosure include?

The disclosure should state fee type, calculation method, billing frequency, reimbursable expenses, performance benchmark definitions, and any potential conflicts of interest. Clear examples and calculation tables reduce ambiguity and support regulatory compliance under fiduciary standards.

Is notarization required?

Not usually for client agreements unless state law or specific transaction requires it. Real estate or custody arrangements may mandate acknowledgements or notarization. When notarization is needed, consider remote online notarization standards and local notary rules to ensure validity.

How to handle fee disputes?

Document the disputed period, preserve account statements, and follow the contract's dispute resolution clause (mediation, arbitration, or court). Maintain communication records and billing calculations to support your position; seek legal counsel for persistent or complex disputes involving fiduciary duties.

Can fees be performance-based?

Yes, but structure must be clear on benchmarks, measurement periods, and calculation methods. Performance fees can trigger additional disclosure and must avoid excessive risk-taking incentives. Advisors should document formulae, illustrative examples, and any clawback or high-water mark provisions.

Are electronic records admissible?

Electronic records and audit trails are generally admissible when they reliably reproduce the record, show signer attribution, and meet ESIGN/UETA standards. Preserve timestamps, IP logs, and consent evidence to strengthen admissibility and rebut any challenged authenticity.

Electronic Signature
Templates
Finance
Investment Advisory Fee Agreement

Investment Advisory Fee Agreement

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INVESTMENT ADVISORY FEE AGREEMENT

Parties and Effective Date

This Investment Advisory Fee Agreement (the "Agreement") is entered into between Advisor: and Client: . Effective Date:

Advisor Business Address Advisor Contact (phone / email)

Client Mailing Address Client Contact (phone / email)

Recitals

WHEREAS, Client desires to receive investment advisory services and has retained Advisor to provide such services subject to the terms and conditions of this Agreement; and WHEREAS, Advisor is registered or has the authority to provide investment advice and agrees to provide discretionary or non-discretionary investment advisory services as specified herein.

Services and Authority

Advisor shall provide investment advisory services (the "Services") consistent with Client's investment objectives and restrictions communicated to Advisor in writing. If Client grants discretionary authority, Client authorizes Advisor to place orders for the purchase and sale of securities without prior consultation, subject to any limitations set forth in Client's written investment guidelines.

Fee Schedule

Client shall pay Advisor fees as described below. Fees are calculated and billed in accordance with this Fee Schedule and the Payment Terms section.

Primary Fee Type (select all that apply) Assets Under Management (AUM) Fixed Annual Fee Performance Fee / Incentive

AUM Fee Rate: % per annum, calculated on the market value of assets under management as of the close of business on the last business day of the billing period.

Fixed Annual Fee (if applicable): $, billed in advance unless otherwise agreed in writing.

Performance Fee: % of net new profits, subject to High-Water Mark: .

Billing Basis and Payment Terms

Fees shall be computed based on the valuation of account assets maintained at the account custodian. Client authorizes the custodian to deduct advisory fees from the account and remit such fees to Advisor pursuant to written instructions. Fees are due within days of invoice date unless deducted as described above.

Late Payment: Unpaid amounts shall accrue interest at % per month or the maximum permitted by law, whichever is less. Client agrees to reimburse Advisor for collection costs, including reasonable attorneys' fees.

Expenses and Taxes

Client will reimburse Advisor for reasonable out-of-pocket expenses incurred in performance of the Services (travel, custodial fees, filing fees, etc.) provided such expenses are pre-approved by Client or are customary. Fees do not include taxes imposed on services; Client is responsible for all sales, use, excise or other taxes (other than taxes based upon Advisor's net income).

Term, Termination and Refunds

This Agreement shall continue until terminated by either party upon days' prior written notice. Upon termination, Advisor shall promptly calculate fees earned through the date of termination and bill Client for any unpaid earned fees. Prepaid fees for periods after termination shall be refunded pro rata within 30 days.

Representations, Duties and Conflicts

Each party represents that it has the authority to enter into this Agreement. Advisor shall provide advice in a manner consistent with the fiduciary duty owed to Client and shall seek to avoid material conflicts of interest; where a material conflict exists, Advisor shall disclose the conflict and obtain Client consent in writing.

Limitation of Liability; Indemnification

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, special, punitive or indirect damages. Client agrees to indemnify and hold Advisor harmless from any third-party claims arising out of Client's breach of this Agreement or Client-provided inaccurate information, except to the extent caused by Advisor's willful misconduct or gross negligence.

Governing Law and Dispute Resolution

This Agreement shall be governed by the substantive laws of the state identified below without regard to choice-of-law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration in the county of Client's primary residence, unless the parties agree otherwise in writing.

Governing Law State

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, or by email with confirmation of receipt where permitted by the parties.

Notice Address for Advisor Notice Address for Client

Additional Terms and Special Instructions

Client Acknowledgements

Client acknowledges receipt of Advisor's Form ADV Part 2 or equivalent disclosure document and understands the fee arrangements and potential conflicts described in this Agreement. Client represents that all information provided to Advisor is true, accurate and complete.

Advisor

Print Name:

By:

Date:

Client

Print Name:

By:

Date:

What an Investment Advisory Fee Agreement Covers

The Investment Advisory Fee Agreement is a written contract between a client and an investment advisor that specifies fees, billing schedules, services covered, and termination conditions. It typically sets the fee calculation method—flat, hourly, percentage of assets under management (AUM), or performance-based—along with payment timing, expenses, and reporting obligations. The agreement often includes confidentiality, limited liability, dispute resolution, and governing law clauses. Clear fee language helps prevent disputes, ensures compliance with fiduciary standards, and documents client consent to advisory compensation and any potential conflicts of interest.

Why a Clear Fee Agreement Matters

An Investment Advisory Fee Agreement clarifies compensation, reduces disputes, and documents client consent to services and costs. It supports regulatory compliance by specifying fee calculation, disclosures of conflicts, and billing mechanics, improving transparency between advisor and client.

Who Typically Uses This Agreement

Financial professionals and individual investors commonly use this agreement when engaging advisory services, institutional setups, or managed accounts.

Registered investment advisors (RIAs) documenting AUM or retainer fee arrangements.
High-net-worth clients formalizing discretionary portfolio management and fee‑sharing arrangements with advisors.
Institutional investors and family offices setting negotiated fee tiers and reporting cadence.

Use this agreement whenever fees, billing cadence, or performance measurement require written consent and a clear audit trail.

Step-by-Step: Complete the Agreement

Follow these sequential steps to complete an Investment Advisory Fee Agreement accurately and maintain a compliant record.

01

Prepare: Gather client data, account details, and proposed fee structure.
02

Draft: Specify fee type, calculation method, billing schedule, and expense policy.
03

Review: Confirm disclosures, performance benchmarks, and conflict-of-interest statements.
04

Sign: Collect dated signatures from authorized parties and retain executed copy.

Frequently Asked Questions and Practical Answers

Answers to frequent questions about completing, signing, and enforcing an Investment Advisory Fee Agreement, including e-signature and state-specific concerns.

Need help? Contact support

Can this be signed electronically?
Yes. Electronic signatures are legally valid for most advisory agreements if they meet ESIGN and UETA requirements: signer intent, consent, attribution, and reliable record retention. Certain exceptions (wills, some court orders) remain excluded from electronic execution per federal and state rules.
What must the fee disclosure include?
The disclosure should state fee type, calculation method, billing frequency, reimbursable expenses, performance benchmark definitions, and any potential conflicts of interest. Clear examples and calculation tables reduce ambiguity and support regulatory compliance under fiduciary standards.
Is notarization required?
Not usually for client agreements unless state law or specific transaction requires it. Real estate or custody arrangements may mandate acknowledgements or notarization. When notarization is needed, consider remote online notarization standards and local notary rules to ensure validity.
How to handle fee disputes?
Document the disputed period, preserve account statements, and follow the contract's dispute resolution clause (mediation, arbitration, or court). Maintain communication records and billing calculations to support your position; seek legal counsel for persistent or complex disputes involving fiduciary duties.
Can fees be performance-based?
Yes, but structure must be clear on benchmarks, measurement periods, and calculation methods. Performance fees can trigger additional disclosure and must avoid excessive risk-taking incentives. Advisors should document formulae, illustrative examples, and any clawback or high-water mark provisions.
Are electronic records admissible?
Electronic records and audit trails are generally admissible when they reliably reproduce the record, show signer attribution, and meet ESIGN/UETA standards. Preserve timestamps, IP logs, and consent evidence to strengthen admissibility and rebut any challenged authenticity.

Comparing eSignature Plans for Fee Agreement Execution

Comparison of common eSignature plans and capabilities relevant when executing Investment Advisory Fee Agreements online.

	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 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

Security and Compliance Features to Check

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Certifications: ISO 27001, SOC 2 Type II, PCI DSS

HIPAA: BAA required for protected health information

ESIGN/UETA: Complies with ESIGN and UETA standards

21 CFR Part 11: Supports FDA-compliant electronic records

Access Controls: Two-factor auth and role-based permissions

Penalties, Liabilities, and Regulatory Risks

Breach of Fiduciary: Civil damages and regulatory scrutiny

Misstated Fees: Client refunds and reputation damage

Ineffective Disclosure: SEC or state regulator enforcement

Incorrect Tax Reporting: Backup withholding or penalty risk

Notarization Errors: May invalidate certain acknowledgements

Data Breach: HIPAA/CCPA fines and litigation

Common Preparation Mistakes to Avoid

Failing to define fee calculation examples leads to disputes and makes audits difficult, especially when multiple accounts or overlays apply.
Using vague billing periods or unspecified expense reimbursements causes client confusion and can trigger refund obligations.
Mismatched signer names or unsigned exhibits delay enforcement and may require re-execution under tight deadlines.
Neglecting to document consent for electronic records or failing to preserve audit trails weakens admissibility in disputes.

Platform Capabilities for eSigning and eSubmission

Consider platform features and integrations when executing fee agreements electronically to ensure workflow compatibility and security.

Integrations: Salesforce, NetSuite, Microsoft 365 supported
Formats: PDF, DOCX, HTML accepted
Auth Options: Email, SMS, KBA, SSO

How to Configure Online Workflows

Configure online workflow fields, signer order, and authentication to match your advisory firm's compliance needs.

Field	Configuration
Signer Order	Sequential or parallel signer flow, role-based
Authentication	Email link, SMS code, or KBA for higher assurance
Conditional Fields	Fee fields shown only if performance-based selected
Retention	Automatic archive to secure cloud or SFTP storage

Typical eSubmission Flow for the Agreement

Typical eSubmission flow for an Investment Advisory Fee Agreement from creation through completion and audit capture.

Upload: Add final draft and supporting exhibits
Fields: Place signature, date, and fee schedule fields
Send: Specify recipients and authentication method
Archive: Store executed copy and audit trail securely

Six Clauses Every Professional Fee Agreement Should Include

Six essential clauses and features to include in a professional Investment Advisory Fee Agreement for clarity, compliance, enforceability and risk management.

Fee Structure

Define fee type, calculation method, billing frequency, thresholds, and sample calculations. Include triggers for changes and conditions for discounted or tiered rates to prevent future disputes.

Expenses

Specify reimbursable expenses, pre-approval procedures, invoicing documentation, and caps. Clarify whether third-party costs, research subscriptions, or custody fees are billable to the client and include sample receipts.

Performance Measurement

State benchmarks, calculation window, fee attribution, high-water marks, and any hurdle rates. Provide examples to illustrate when performance fees are owed and how they are computed.

Reporting

Detail frequency and content of client statements, performance reports, fee invoices, and reconciliation procedures. Require timely delivery and define acceptable delivery methods, including electronic format and archive retention policy.

Termination

Set notice periods, refund calculations, treatment of accrued but unpaid fees, and post-termination invoicing. Address transitional assistance if the client moves assets and specify responsibility for outstanding expenses.

Governing Law

Name the governing state law, venue for disputes, and dispute resolution process (mediation, arbitration, or litigation), including specific arbitration rules and seat.

Illustrative Use Cases

Real-world examples showing how Investment Advisory Fee Agreements are applied across client scenarios and industries.

High-Net-Worth Portfolio

A family office engaged an advisor for discretionary management across multiple accounts and needed a consolidated fee schedule and clear clawback rules.

Performance fee with high-water mark.
The agreement defined calculation windows, sample math for fees, reporting cadence, and termination optics; precise examples reduced monthly disputes and simplified audits by custodians and accountants and included illustrative spreadsheets to reconcile statements.

RIA Compliance

A registered investment advisor standardized fee letters across advisory teams to meet state regulator documentation and client disclosure expectations.

Flat fee and AUM hybrids.
By embedding calculation examples, consent checkboxes, and an audit-ready signature history, the advisor reduced onboarding time and provided a searchable archive for regulators during audits.

Best Practices for Accurate, Efficient Completion

Practical tips to streamline completion, prevent disputes, and support regulatory compliance for Investment Advisory Fee Agreements.

Proofread all fee calculation examples and tables

Include worked examples showing fee math under different performance scenarios and account sizes. Verify rounding rules, thresholds, and whether fees are prorated after partial periods to avoid later reconciliation issues.

Record client consent and retention policy clearly

Provide a clear ESIGN disclosure for electronic agreement consent, demonstrate the client can access records, and document withdrawal procedures. Specify retention location and format to satisfy audit requests, including backup and export procedures.

Standardize signature authority verification steps

Require proof of signing authority for entities, such as corporate resolutions or power of attorney. For individual clients, match the legal name to ID and maintain a copy of identification for the compliance file.

Use version control and a single template

Maintain one master template with tracked changes; stamp executed versions with date and version number. Store signed agreements in a secure, indexed repository and log retrieval to support audits and client inquiries.

Key Dates and Typical Timing

Key dates and typical timing related to fee notices, renewals, and reporting obligations for advisory fee agreements.

Agreement Effective Date and Start of Fees:

Start of fee accrual and obligations.

Billing Cycle Frequency and Payment Due:

Monthly, quarterly, or annual as specified.

Renewal Notice Period for Fee Changes:

Period for fee changes before renewal.

Performance Measurement Cutoff Date:

End of measurement window for performance fees.

Record Retention Trigger and Start Date:

Date marking start of retention clock.

Who Signs and Approves the Agreement

RIA Partner

An RIA partner or compliance officer usually completes or approves the agreement. They verify fee calculations, ensure disclosures meet SEC and state requirements, and confirm signer authority. The partner retains records for audits and escalates complex fee structures to legal counsel.

High-Net-Worth Client

A high-net-worth client or family office reviews fee schedules against performance targets and seeks clarity on fees, reporting, and terminations. They may request examples and negotiate caps or clawbacks; clear agreements reduce disputes and support custodial reconciliations.

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