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Investment Fees Agreement

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INVESTMENT FEES AGREEMENT

Parties and Agreement Date

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

Engagement and Scope of Services

The Advisor will provide investment advisory and portfolio management services (the "Services") for the Client in accordance with the terms set forth herein. Services shall include discretionary portfolio management, trade execution oversight, performance reporting, and periodic review as described in the Client's account documents.

Term and Termination

The term of this Agreement shall commence on the Effective Date: and shall continue until terminated by either party upon written notice delivered at least days prior to termination. Termination does not relieve either party of obligations incurred prior to the effective date of termination, including payment of fees and reimbursement of expenses incurred.

Fees — Fee Schedule

The Client agrees to pay the Advisor fees as set forth in the schedule below. Fees are calculated and billed in accordance with the stated frequency and basis. The Advisor shall disclose any third-party fees or sub-advisor fees separately.

Description Fee Type Rate / Amount Frequency Calculation Basis

Subtotal:    Tax:    Other (e.g., Shipping/Processing):

Total Fees Payable:

Fee Calculation and Adjustments

Fees based on assets under management are calculated in good faith using the valuation provided by the custodial account statements. Where applicable, the Client authorizes the Advisor to calculate fees using average daily net assets, month-end market values, or an alternate methodology specified below:

Performance Fee Specifics

If performance fees apply, the parties agree to the following economic terms. Specify applicable hurdle rate, high-water mark, clawback provisions, and timing of crystallization:

Billing, Payment and Late Fees

Fees shall be invoiced in arrears or in advance as indicated in the schedule. Invoices are due and payable within days of receipt. Late payments shall accrue interest at the rate of on overdue amounts, plus reasonable collection costs.

Expenses and Reimbursements

The Client shall reimburse the Advisor for reasonable third-party expenses incurred in the provision of Services, including but not limited to custodial fees, transaction fees, and regulatory filings. Reimbursable expenses will be invoiced with documentation as reasonably requested by the Client.

Custody of Assets and Reporting

The Client acknowledges that the Advisor will not have custody of Client assets unless expressly agreed and documented. Custody shall remain with the designated custodian. The Advisor will provide written periodic reports detailing account performance, holdings and fees charged in accordance with the reporting schedule below:

Confidentiality and Data Use

Each party shall maintain the confidentiality of nonpublic information received from the other party. The Advisor may use Client information to provide the Services, comply with law, and for internal reporting. The Advisor shall not disclose Client confidential information to third parties except as required by law or with Client consent.

Conflicts of Interest and Disclosures

The Advisor represents that it will seek to identify and disclose material conflicts of interest that may affect the impartiality of investment advice. The Advisor shall provide the Client with a written description of any material conflicts upon request and will manage conflicts in accordance with its fiduciary obligations.

Representations, Warranties and Covenants

Each party represents and warrants that it has the power and authority to enter into this Agreement and perform its obligations. The Client represents that any information provided to the Advisor is true, complete, and accurate and that the Client has provided necessary authorizations for account access, trading and fee deduction.

Indemnification and Limitation of Liability

The Client agrees to indemnify and hold the Advisor harmless from liabilities arising from the Client's breach of representations, willful misconduct, or gross negligence. Except for liability arising from willful misconduct or gross negligence, the Advisor's aggregate liability for claims arising under this Agreement shall be limited to direct damages not to exceed the fees paid by the Client to the Advisor in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below. The parties agree to attempt negotiation in good faith to resolve disputes. If unresolved, disputes shall be resolved by binding arbitration or in the courts specified below as chosen by the parties:

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other addresses as a party may designate by written notice. Notices are effective upon hand delivery, next-business-day courier delivery, or three days after deposit in the U.S. mail, postage prepaid.

Amendment

No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. Any oral modifications are void.

Miscellaneous Provisions

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements. If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Client:

By:

Date:

Investment Manager / Advisor:

By:

Date:

Enter text

What an Investment Fees Agreement Is and when it applies

An Investment Fees Agreement documents the fees, billing schedule, and responsibilities between an investor and an advisor, fund manager, or service provider. It defines fee types (management, performance, entry/exit), calculation methods, reporting cadence, and dispute resolution. The agreement establishes how and when fees are assessed, invoiced, and paid, and it is often used alongside subscription, custody, or advisory contracts to ensure transparency and enforceability.

Why a clear Investment Fees Agreement matters

A precise fees agreement reduces disputes, clarifies calculation methods, and documents consent to billing terms. Clear fee provisions protect parties and support regulatory compliance under ESIGN (15 U.S.C. ch. 96) and state contract law such as UETA where applicable.

Why a clear Investment Fees Agreement matters

Primary users and typical signers

Use the document to record mutual agreement on fee mechanics and to create a defensible record for audits or regulatory review.

  • Investment advisors and RIAs: Use it to specify management and performance fee formulas, reporting frequency, and clawback terms.
  • Private fund managers: Document carried interest, hurdle rates, and waterfall allocation rules in clear, audit-ready language.
  • Individual investors and family offices: Confirm fee caps, notice periods, and service-level expectations to prevent surprise charges.

Essential sections every Investment Fees Agreement should include

A professional agreement groups fee mechanics, measurement periods, invoicing, adjustments, signatory authority, and dispute resolution into distinct sections for clarity.

Fee Types

List management, performance, entry, exit, and administrative fees with plain-language definitions.

Calculation

Specify base, valuation method (AUM, NAV), frequency, and rounding conventions used in fee calculations.

Timing

State service period, invoice schedule, payment terms, and late payment consequences.

Adjustments

Describe refunds, clawbacks, pro rata adjustments, and error correction procedures.

Reporting

Define required statements, valuation reports, and delivery method for fee-related disclosures.

Authority

Identify authorized signers, signatures required, and any delegated approval workflows.

Step-by-step: completing and executing the Investment Fees Agreement

Follow these four steps to prepare, confirm, and execute a defensible fees agreement that aligns parties on timing and amounts.

  • 01
    Draft Terms: Define fee formula, measurement period, and reporting in plain language.
  • 02
    Review with Counsel: Have legal counsel review for regulatory and tax implications.
  • 03
    Collect Signatures: Ensure authorized signers sign and date on the correct effective date.
  • 04
    Distribute Copies: Provide executed copies and retain originals per retention rules.

How online completion and routing typically flow

A standard online workflow moves the agreement through upload, field placement, signer routing, authentication, signing, and document retention.

  • Upload Document: Sender uploads final agreement PDF or DOCX to the signing platform.
  • Place Fields: Add signature, date, and calculation fields where required.
  • Assign Signers: Enter signer emails and set signing order or allow parallel signing.
  • Authenticate & Sign: Signers authenticate, review, and apply electronic signatures; audit trail is recorded.

Common digital workflow settings for fee agreements

Configure these settings to match your internal controls and audit requirements before sending a document for signature.

Field Configuration
Signing Order Sequential or parallel routing as required by approval policy
Authentication Email link, SMS code, or stronger methods for high-value agreements
Role Assignments Define roles (approver, signer, reviewer) to control access
Retention Settings Enable audit trail and secure storage with access controls

Technical considerations for eSigning fee agreements

Confirm the platform meets your compliance needs (HIPAA BAA if applicable) and captures a detailed audit trail for each signing event.

  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
  • File formats: PDF and DOCX accepted
  • Security: AES-256 at rest; TLS 1.2/1.3 in transit

Key timing items to include and monitor

Specify dates and notice windows clearly to avoid late fees, misbilling, and disputes.

Effective Date:

MM/DD/YYYY; marks when fee obligations start

Billing Cycle:

Monthly, quarterly, or annual invoicing schedule

Payment Due:

Net 30, Net 45, or other agreed term

Fee Adjustment Notice:

Specify notice period for rate changes

Dispute Window:

Timeframe for fee disputes and correction requests

Milestones from negotiation to post-execution review

Track milestones so fee calculation, invoicing, and reconciliation occur on schedule and can be audited if needed.

01

Negotiation Complete

Terms and fee formulas finalized by parties.

02

Execution

Agreement signed and effective date established.

03

First Invoice

Invoice issued per billing cycle and documented.

04

Reconciliation

Periodic review of fees against reports and corrections made.

Common preparation errors to avoid

  • Ambiguous formulas: Failing to specify valuation timing leads to disputes over which AUM or NAV applies.
  • Mismatched names: Using trade or abbreviated names can create enforcement and payment routing issues.
  • Undefined rounding: Omitting rounding or precision rules causes small but recurring billing variances.
  • Missing authority: Not naming authorized signers or approval thresholds can invalidate invoices or delay payment.

Consequences of incorrect or incomplete fee agreements

Contract Disputes: May lead to arbitration, litigation, or refund obligations
Regulatory Scrutiny: Potential examinations if disclosures are incomplete
Tax Exposure: Incorrect reporting can trigger IRS adjustments
Payment Delays: Invoices may be rejected or withheld
Reputational Harm: Clients may contest fees publicly
Recordkeeping Risk: Poor retention can impair audits and defenses

Required data and security expectations for fee records

Party Names: Full legal names only
Signatures: Typed or eSign with audit trail
Amounts: Clear currency and decimal precision
Dates: MM/DD/YYYY format
Audit Trail: IP, timestamp, and action log
Encryption: TLS 1.2/1.3 and AES-256

eSignature vendor pricing and capability snapshot for fee agreement workflows

Compare baseline pricing and core capabilities for common eSignature vendors to select a platform that supports secure signing and recordkeeping.

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 by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-world examples of fee agreements in use

These examples illustrate practical ways organizations implemented fee agreements and streamlined execution.

Optica Ventures LLC

Optica centralized fee schedules across funds to standardize billing and reduce disputes.

  • They automated monthly NAV-based invoicing.
  • After implementation they reduced reconciliation time and improved client transparency while retaining an auditable record of each invoice and adjustment.

Fertility Centers of Illinois

The center used a master fee schedule with clear adjustment clauses to manage third-party lab costs.

  • Fees tied to pass-through expenses.
  • Clear documentation reduced billing disputes and allowed efficient verification during internal and external audits, improving operational throughput.

FAQs and troubleshooting for completing fee agreements

Answers to common questions about fields, signing, and compliance when preparing an Investment Fees Agreement.


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