Is an electronic signature legally binding?

Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96, 2000) and state UETA or ESRA frameworks, electronic signatures are legally valid for most commercial agreements unless a specific statutory exception applies.

When is notarization required?

Most IMAs do not require notarization. Notarization may be required for related documents (deeds, certain powers of attorney) or by counterparty policy—check governing law and applicable filing requirements.

How do you prove signature authenticity?

Use signer authentication (email, SMS code, KBA, or SSO), preserve the audit trail (timestamps, IP), and attach signing evidence to the executed PDF for disputes or audits.

Can I amend an IMA electronically?

Yes; execute amendments with the same electronic execution standards as the original. Document the consent of all required parties and preserve amendment versions and audit logs.

What records should I retain and for how long?

Retain executed IMAs for the active term plus at least 3 years; consider 7 years post-termination for contractual protection. Follow IRS (IRC §6501(a)) and industry-specific retention rules as applicable.

What if a signer lacks authority?

If an individual lacked authority, the contract may be voidable. Always confirm authority with corporate resolutions, powers of attorney, or trustee certification prior to acceptance.

Electronic Signature
Templates
Legal
Legal IMA Document

Legal IMA Document

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LEGAL INVESTMENT MANAGEMENT AGREEMENT

This Investment Management Agreement (the Agreement) is made as of , (Effective Date), by and between Client Name: with principal address: , and Manager Name: with principal address: .

RECITALS

WHEREAS, Client desires to engage Manager to provide investment advisory and portfolio management services with respect to certain assets delivered to or designated under the control of Manager (the Managed Assets); and

WHEREAS, Manager represents that it has the experience, personnel, and regulatory authority, if required, to provide the services described herein and is willing to accept appointment under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the management of the Managed Assets.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below unless the context otherwise requires:

a) "Managed Assets" means the cash and securities delivered to Manager or otherwise accepted by Manager for management under this Agreement and any assets substituted or added thereto.

b) "Business Day" means any day on which banks are open for general banking business in the state identified in Governing Law.

2. APPOINTMENT; AUTHORITY

Client hereby appoints Manager as its investment manager with full discretionary authority to manage, invest, reinvest, purchase, sell and otherwise deal with the Managed Assets in accordance with the investment objectives, guidelines and restrictions set forth in Section 3 and any written investment policy delivered by Client. Manager accepts such appointment and agrees to act as fiduciary to Client with respect to the Managed Assets.

3. INVESTMENT OBJECTIVE; GUIDELINES

Investment Objective and Restrictions

Manager shall manage the Managed Assets in a manner consistent with the stated investment objective and any restrictions listed above. Manager shall have authority to use derivatives, engage in short sales, margin transactions, and other strategies only to the extent expressly permitted in the investment objective and in compliance with applicable law.

4. DUTIES OF MANAGER

Manager shall: (a) exercise investment discretion consistent with the investment objective; (b) select brokers, dealers, custodians and other agents in a manner it reasonably believes to be in Client's best interests; (c) provide periodic reports in accordance with Section 7; and (d) comply with applicable law in the performance of its duties.

5. FEES AND EXPENSES

Initial Assets Under Management Management Fee

Fees shall be calculated and payable in arrears on a quarterly basis based on the average daily net asset value of the Managed Assets or as otherwise agreed in writing. Client shall reimburse Manager for reasonable third-party expenses incurred in the course of managing the Managed Assets, including but not limited to custody fees, brokerage commissions and regulatory fees.

6. CUSTODY AND BROKERAGE

Client shall appoint a qualified custodian to hold the Managed Assets and shall execute whatever documents are necessary to permit Manager to effect trades through custodial or brokerage accounts. Manager shall seek best execution for transactions but shall not be liable for losses resulting from market movements or for acts of third-party custodians and brokers selected in good faith.

7. REPORTING AND RECORDS

Reporting Frequency

Manager shall deliver to Client statements reflecting holdings, transactions and performance of the Managed Assets in accordance with the reporting frequency selected above. Manager shall retain records related to the Managed Assets for a period required by applicable law and shall make such records available to Client or its authorized representatives upon reasonable request.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate or other organizational action; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, fraudulent transfer or similar laws affecting creditors' rights generally.

9. INDEMNIFICATION

Client shall indemnify and hold harmless Manager and its affiliates, officers, directors and employees from and against any losses, claims, damages or liabilities, including reasonable attorneys' fees, arising out of or in connection with Manager's performance of services under this Agreement, except to the extent such claim results from Manager's gross negligence, willful misconduct or material breach of this Agreement.

10. TERM AND TERMINATION

Initial Term (in months) Termination Notice Period

This Agreement shall continue in effect for the Initial Term and thereafter until terminated by either party upon written notice to the other given at least the number of days specified above. Upon termination Manager shall take such steps as are reasonably necessary to transfer custody of the Managed Assets and shall be entitled to receive fees accrued through the effective date of termination.

11. CONFIDENTIALITY

Each party agrees to keep confidential all non-public information obtained from the other party in connection with this Agreement and to use such information solely for the performance of its obligations hereunder, except as otherwise required by law or by regulatory authorities.

12. NOTICES

Notices to Client Notices to Manager

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 overnight courier to the addresses provided in the preceding fields or to such other address as either party may designate by notice to the other.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

14. GOVERNING LAW; JURISDICTION

Governing State Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without giving effect to its conflict of laws principles. Each party consents to the exclusive jurisdiction of the state and federal courts located in such state.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart.

SIGNATURES

Client Printed Name:

By:

Date:

Manager Printed Name:

By:

Date:

What the Legal IMA Document Is

A Legal IMA Document typically refers to an Investment Management Agreement: a written contract between an investor (or client) and an investment manager that sets out the manager’s authority, investment mandate, fees, reporting obligations, and termination rights. The document allocates decision-making authority, describes permitted investments and risk tolerances, and records representations and warranties from both parties. Properly drafted IMAs reduce ambiguity about fiduciary duties, performance measurement, and dispute resolution, and they form the core legal relationship that governs ongoing investment activity between the parties.

Why a Clear Legal IMA Document Matters

A clear IMA establishes roles, manages regulatory risk, and documents consent to delegated investment authority under enforceable contract terms; electronic execution is valid under federal ESIGN and state UETA/ESRA frameworks where applicable.

Who Typically Prepares or Signs an IMA

Different stakeholders prepare, review, and sign IMAs depending on the entity and transaction size.

Investment managers and portfolio teams: Draft and accept the mandate; ensure client-facing terms match internal compliance rules and capability.
Institutional or high-net-worth clients: Legal, compliance, or CFO teams review fees, limits, and reporting commitments before signing.
Advisors and custodians: Third-party advisors, custodians, or trustees often review or countersign to confirm custody and settlement arrangements.

Each signer’s role should be specified in the signature block with an authority line and, where required, corporate resolution or power of attorney documentation.

Core Elements to Include in a Professional IMA

A comprehensive IMA organizes commercial terms and legal protections into discrete sections to reduce disputes and support regulatory compliance.

Scope of Services

Describe investment authority, discretionary powers, permitted asset classes, and permitted leverage or derivatives usage with clear limits and examples.

Fees & Compensation

Specify fee calculation (asset-based, performance fee), billing frequency, high-water marks, expense reimbursements, and mechanics for fee disputes or clawbacks.

Investment Objectives

State the client’s objectives, benchmarks, risk tolerance, liquidity constraints, and permitted concentration or ESG constraints where relevant.

Representations

Include material representations and warranties from the manager and client: authority to enter, regulatory status, tax classification, and AML compliance.

Term & Termination

Set initial term, renewal mechanics, termination for cause or convenience, notice periods, and post-termination transition assistance.

Reporting & Audit

Define reporting frequency, performance reporting metrics, access for audits, valuation methodology, and recordkeeping responsibilities.

Stepwise Process to Complete the IMA

Follow these sequential tasks to prepare, review, and finalize the agreement with appropriate approvals and evidence of authority.

01

Gather Documents: Collect formation docs, resolutions, TIN, and KYC materials.
02

Draft Terms: Prepare scope, fees, and reporting language for review.
03

Internal Review: Compliance and legal confirm regulatory alignment.
04

Execute: All authorized signers sign and date the final text.

How to Configure an Online IMA Workflow

Set up the digital workflow so routing, authentication, and required fields match the legal and compliance checklist.

Field	Configuration
Signing Order	Define sequential or parallel signer order as required.
Authentication	Choose email, SMS code, or KBA based on risk level.
Required Fields	Lock signature, date, and capacity fields as mandatory.
Retention Settings	Enable downloadable PDF and audit log retention.

Digital Signing and Integration Considerations

Choose a platform that supports required authentication, audit trails, and the integrations your operations use.

Authentication Options: Email, SMS, KBA, or SSO depending on sensitivity.
Integrations: Integrate with CRM, custody, and document storage systems.
File Formats: Support for PDF, DOCX, and secure export is important.

Ensure the chosen platform preserves a tamper-evident audit trail, stores copies securely, and supports reissuance of execution proofs for audits.

Where to Send the Executed IMA

After execution, route final copies to critical stakeholders and recordkeepers in a consistent order.

Primary Parties: Send signed originals to investor and manager counsel.
Compliance Files: Deliver certified copies to internal compliance and risk teams.
Custodian: Provide counterparty and custody instructions if required.
Document Repository: Archive the executed PDF and audit trail in secure storage.

Key Timeframes and Notice Periods

Track time-sensitive obligations to avoid missed notices, fee triggers, or reporting lapses.

Effective Date:

Date when authority and fees begin.

Initial Funding:

Deadline for initial deposit or capital commitment.

Reporting Frequency:

Quarterly or monthly reporting cadence as specified.

Termination Notice:

Typical 30–90 day notice period for convenience terminations.

Transition Assistance:

Define how long manager must assist post-termination.

Milestones from Negotiation to Ongoing Oversight

A clear milestone plan limits ambiguity during onboarding and reduces post-execution disputes.

01

Negotiation and Drafting

Finalize commercial terms and legal clauses with counsel.

02

Internal Approval

Obtain board or investment committee sign-off where required.

03

Execution

Collect authorized signatures and confirm execution evidence.

04

Ongoing Oversight

Deliver reports, perform reviews, and monitor compliance.

Common Mistakes to Avoid

Leaving the investment mandate vague, which creates disputes about permitted activity and risk tolerance.
Failing to document authority to sign for entities, causing enforcement or onboarding delays.
Omitting fee calculation examples, which leads to billing disagreements and potential restitution claims.
Neglecting to set reporting standards or valuation methods, which impedes performance comparisons and audits.

Key Risks and Potential Consequences

Fiduciary Breach: Damages, rescission, or regulatory action.

Tax Reporting Errors: IRS penalties and backup withholding exposure.

Regulatory Noncompliance: SEC or state regulator investigations and fines.

Contractual Disputes: Arbitration, litigation costs, and injunctions.

Invalid Execution: Claims of unenforceability due to incorrect signature authority.

Data Security Breach: Client losses and privacy liabilities.

Security and Compliance Controls to Expect

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

Audit Trail: Timestamped logs, IP, and action history.

Certifications: SOC 2 Type II and ISO 27001 commonly required.

HIPAA Support: BAA available where protected health data is present.

21 CFR Part 11: Support required for FDA-regulated records.

Accessibility: WCAG 2.0 Level AA compliance expected.

Who Can Legally Sign an IMA

Authorized Officer

An authorized officer (CEO, CFO, General Counsel) signs on behalf of a corporate party. Confirm authority with a corporate resolution or board minutes and state whether signature is in a representative capacity to avoid disputes about personal liability.

Trustee or Fiduciary

Trustees or fiduciaries must sign within powers granted by trust instruments. Attach supporting documentation and, where required, include an acknowledged power of attorney or trustee certificate.

Practical Tips for Accurate IMA Completion

Adopt consistent document standards and review checkpoints to reduce rework and post-signature disputes.

Standardize Templates

Use a firm-approved template with modular clauses so each IMA is consistent and easier for compliance to review and compare.

Include Examples

Provide concrete fee calculation examples and sample performance calculations to avoid differing interpretations of terms.

Confirm Authority

Attach a signed corporate resolution or power of attorney when an individual signs on behalf of an entity to confirm authority.

Preserve Execution Evidence

Archive signed PDFs, audit trails, and signer authentication evidence together to support enforceability and audits.

Practical Use Cases and Real-World Examples

These short examples show how organizations apply electronic execution and secure workflows to IMAs in practice.

Martin Properties — Founder

Optics on real estate IMAs improved onboarding speed with remote execution.

Key point: mobile and offline signing supported for field teams.
Tim Martin: "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

BIS — CEO

A compliance-driven firm adopted secure templates and audit trails for investment mandates.

Key point: SOC 2 focus guided vendor selection.
Dan Rotelli: "We felt most comfortable with airSlate SignNow given their SOC 2 certification and strict focus on ESIGN and UETA act compliance."

How an IMA Differs from Related Agreements

Compare high-level features to select the right document type for the relationship and downstream obligations.

Criteria	Investment Management Agreement	Investment Advisory Agreement
Primary Purpose	delegated management	advisory recommendations
Fee Arrangements	management/performance fees	advisory fees or hourly
Regulatory Focus	custody and execution terms	disclosure and suitability
Typical Signers	manager and client	advisor and client

eSignature Vendor Comparison for Executing an IMA

Practical comparison of common eSignature providers and plan-level differences to help evaluate e-execution options; signNow is listed first.

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

Frequently Asked Questions About the Legal IMA Document

Answers to common questions about validity, signatures, amendments, notarization, and recordkeeping for IMAs executed electronically.

Need help? Contact support

Is an electronic signature legally binding?
Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96, 2000) and state UETA or ESRA frameworks, electronic signatures are legally valid for most commercial agreements unless a specific statutory exception applies.
When is notarization required?
Most IMAs do not require notarization. Notarization may be required for related documents (deeds, certain powers of attorney) or by counterparty policy—check governing law and applicable filing requirements.
How do you prove signature authenticity?
Use signer authentication (email, SMS code, KBA, or SSO), preserve the audit trail (timestamps, IP), and attach signing evidence to the executed PDF for disputes or audits.
Can I amend an IMA electronically?
Yes; execute amendments with the same electronic execution standards as the original. Document the consent of all required parties and preserve amendment versions and audit logs.
What records should I retain and for how long?
Retain executed IMAs for the active term plus at least 3 years; consider 7 years post-termination for contractual protection. Follow IRS (IRC §6501(a)) and industry-specific retention rules as applicable.
What if a signer lacks authority?
If an individual lacked authority, the contract may be voidable. Always confirm authority with corporate resolutions, powers of attorney, or trustee certification prior to acceptance.

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