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Investment Management Document

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INVESTMENT MANAGEMENT AGREEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: seeks professional investment management services for certain assets described herein; and

WHEREAS, Manager Name: represents that it has the experience, personnel, and authority to provide discretionary investment management services subject to the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions pursuant to which Manager will manage the assets entrusted by Client.

Scope of Work

Manager shall provide discretionary investment management services with respect to the assets delivered to Manager for management (the "Managed Assets"). Services include selecting, buying, selling and otherwise managing investments, monitoring performance, and providing regular reports as described below. Manager shall exercise its investment discretion in accordance with the Investment Guidelines set forth below.

Investment Guidelines and Restrictions

Risk Profile:

Authorized Asset Classes (check all that apply):

Reporting and Records

Manager shall provide Client with performance and transaction reports at least: . Reports will include holdings, transactions, fees charged, and account performance.

Fees and Payment Terms

Management Fee (choose method):

Fees shall be payable by: and may be deducted from the Managed Assets unless otherwise agreed in writing.

Late Payment: Any undisputed invoiced amount not received within days after the invoice due date shall incur a late fee of per month on the overdue balance, compounded monthly.

Term and Termination

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

Either party may terminate this Agreement without cause upon providing written notice at least days prior to the effective date of termination. Manager may terminate for cause immediately upon written notice if Client materially breaches this Agreement and fails to cure within a commercially reasonable time.

Confidentiality

Each party shall maintain in confidence all non-public information obtained from the other party in connection with this Agreement, and shall not disclose such information except to the extent required by law, compelled by a court of competent jurisdiction, or necessary to perform obligations under this Agreement. Confidentiality obligations shall survive termination for a period of years.

Indemnification and Limitation of Liability

Client agrees to indemnify and hold Manager harmless from and against any losses, liabilities or expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or Client's instructions, except to the extent such losses arise from Manager's gross negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct or breach of fiduciary duty, Manager's liability for any claim shall be limited to direct damages and in no event shall Manager be liable for consequential, punitive or exemplary 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 laws principles.

Entire Agreement; Amendment

This Agreement, together with any schedules and appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Manager may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices shall be given in writing to the addresses set forth above or to such other address as a party may designate in writing.

Client Printed Name:

By:

Date:

Manager Printed Name:

By:

Date:

Enter text✕

What the Investment Management Document Is and when it’s used

An Investment Management Document is a written agreement that defines the relationship between an investor (or investor group) and an investment manager or advisory firm. It typically sets out the manager’s duties, permitted investment strategies, fees and compensation, reporting schedules, risk tolerances, termination rights, and dispute resolution procedures. The document functions as the operational and legal framework governing discretionary or advisory portfolio management and may be required by custodians, compliance teams, or regulators prior to fund/investor onboarding.

Why a clear Investment Management Document matters

A precise, complete document reduces legal and operational risk by defining roles, decision authority, fee mechanics, and compliance obligations under ESIGN/UETA and securities regulation, while creating an auditable record that supports enforcement and regulatory review.

Why a clear Investment Management Document matters

Who typically prepares and signs this document

Proper signer selection and documented authority reduce later disputes and ensure custodians, auditors, and regulators can verify authorization.

  • Registered investment advisers and portfolio managers who accept discretionary authority for client assets.
  • Institutional investors, family offices, and high-net-worth individuals acting through authorized signatories.
  • Custodians, broker-dealers, or third-party administrators who require an executed agreement prior to account activation.

Step-by-step: Completing the Investment Management Document

Follow a consistent order when preparing and executing the document to reduce errors and speed review by custodians and compliance.

  • 01
    Collect entity documents: Upload formation docs and representative ID for verification.
  • 02
    Populate core fields: Fill parties, mandate, fees, and effective date.
  • 03
    Review compliance clauses: Confirm AML, KYC, and data-privacy language is present.
  • 04
    Execute and retain: Obtain signatures, deliver copies, and store securely.

Typical e-submission flow for this document

A structured electronic workflow reduces friction between manager, investor, and custodian; follow these stages for reliable electronic execution.

  • Upload: Manager uploads the finalized PDF or DOCX for signature.
  • Prepare fields: Place signature, date, and supporting data fields for each signer.
  • Authenticate signer: Choose authentication level (email, SMS OTP, or stronger).
  • Sign and archive: Signers complete signing; platform captures audit trail.

Configuring an online signing workflow

Set up a repeatable workflow that captures identity, consent, and an auditable record consistent with ESIGN and firm policies.

Field Configuration
Signer Order Sequential or parallel as required by approvals
Authentication Email link, SMS OTP, KBA or enterprise SSO
Attachments Require ID or accredited investor certificate uploads
Retention Store signed PDF + audit trail for required period

Technical and security considerations for eSubmission

Ensure the selected vendor supports the integrations and compliance certifications your firm and counterparties require before deployment.

  • Authentication: Email OTP, SMS, KBA, or enterprise SSO for signer attribution
  • Audit Trail: Tamper-evident record with timestamps and IP data
  • Export Formats: PDF/A with embedded certificate and downloadable audit log

Essential elements to include for a professional document

Include standard legal, operational, and compliance elements so the agreement is actionable and auditable across internal teams and external service providers.

Scope of Authority

Define discretionary limits, delegated authorities, and rebalancing or trade thresholds in clear quantitative terms to limit interpretation disputes.

Investment Objectives

State target returns, risk tolerance, benchmark indices, and concentration constraints that guide day-to-day decisions.

Fee Structure

Detail management, performance fees, fee calculation frequency, and clawback mechanics to avoid billing disputes.

Reporting

Specify reporting cadence, required contents, delivery method, and custody confirmations for auditability.

Compliance & AML

Incorporate KYC/AML representations, sanctions screening clauses, and cooperation commitments for regulatory examinations.

Termination

Describe notice periods, wind-down obligations, and treatment of partially settled positions at termination.

Security and compliance controls to document and verify

Transport Encryption: TLS 1.2/1.3
Data at Rest: AES-256 encryption
Auditability: Detailed tamper-evident audit trail
Regulatory Certifications: SOC 2 Type II, ISO 27001
Health-data Support: HIPAA-compliant with BAA option
ESIGN / UETA: Compliant with ESIGN and UETA

Risks and regulatory penalties to avoid

Operational Delay: Onboarding or funding holdups
Invalid Signature: Disputed execution or unenforceability
Compliance Violation: AML/KYC failures and fines
Fee Dispute: Incorrect performance fee calculations
Record Retention: Regulatory noncompliance fines
Contract Ambiguity: Litigation or arbitration exposure

Common preparation mistakes to watch for

  • Using informal or ambiguous mandate language that creates interpretation risk.
  • Mismatched legal names between agreement and custodian account documents.
  • Failing to document signer authority or provide corporate resolutions.
  • Omitting data retention or notice procedures required by regulators.

Typical timing and processing expectations

Align document execution with operational milestones to prevent funding or custody delays; some items have external filing deadlines or notice periods.

Effective Date:

Starts obligations and reporting cadence; enter MM/DD/YYYY

Fund Transfer Window:

Allow 3–5 business days for settlement after account activation

Reporting Cycle:

Quarterly or monthly depending on agreement

Termination Notice:

Typical 30–90 days as negotiated

Document Retention:

Follow applicable regulatory retention rules

Key milestones from negotiation to execution

Sequence key stages so internal teams and external parties coordinate tasks and approvals efficiently.

01

Draft Agreement

Legal and compliance prepare initial draft for review.

02

Investor Review

Investor counsel reviews and requests changes.

03

Operational Setup

Custodian and operations provision accounts and KYC.

04

Execution & Delivery

Signed copies distributed and stored; onboarding completes.

How an Investment Management Document differs from related agreements

Compare common document types to clarify which instrument is appropriate based on decision authority and legal effect.

Document Type Primary Purpose Decision Authority
Investment Management Agreement ongoing portfolio management manager has discretionary authority
Advisory Agreement provide advice only manager recommends, investor approves
Custody Agreement asset safekeeping custodian holds assets, no investment authority
Side Letter specific investor exceptions modifies terms for one investor

Representative eSignature vendor comparison for executing this document

Basic pricing and capability comparison for common eSignature platforms; signNow appears first. Verify vendor plans and feature availability with each provider before procurement.

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, no credit card Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium+) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA option) Yes Yes No No

Representative examples of how firms use this document

Real-world examples show how clauses and workflows are adapted to operational needs.

Optica Ventures / COO

Used standardized management agreements to onboard advisers quickly

  • Implemented templated fee tables for clarity
  • Resulted in consistent custody setup and faster account activation across multiple investor relationships.

Martin Properties / Founder

Executed investor management agreements online during remote closings

  • Added audit trail requirements and identity verification
  • Enabled compliant, mobile execution for investors while preserving evidentiary records.

Practical tips for accurate, efficient completion

Adopt these practices to reduce review cycles and ensure enforceability.

Use consistent names
Match legal names exactly to formation documents and custodial account records to prevent onboarding holds or TIN mismatches.
Select governing law carefully
Choose the state law that aligns with dispute-resolution preferences and regulatory familiarity for your organization.
Capture signer authority
Attach corporate resolutions or authorization letters when signers act on behalf of entities to confirm signing authority.
Preserve audit evidence
Retain signed PDFs and complete audit logs (timestamps, IP, signer authentication) for the required retention period.

Frequently asked questions about executing the Investment Management Document

Answers to common execution and compliance questions to help avoid delays and ensure legal validity.


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