Can this agreement be signed electronically?

Yes. Electronic signatures meet U.S. legal requirements under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states when intent, consent, attribution, and retention are present; check for any transaction exceptions such as required notarization.

Is notarization or witnesses required?

Generally not for commercial fee agreements, but specific transactions or state rules may require notarization or witnesses. If a notary is required, consider Remote Online Notarization where permitted and follow state retention rules for audio‑video records.

How should fees be reported for tax purposes?

Report management fees according to IRS guidance and retain supporting invoices. Failure to provide correct payee TINs can trigger backup withholding at 24% and penalties under IRC §6721 for incorrect information returns.

Can parties change fees after execution?

Yes, but changes should be made by written amendment signed by authorized representatives. Specify amendment procedures, effective dates, and whether retroactive adjustments are permitted to avoid disputes.

What if a signer lacked authority?

An unauthorized signature can render the agreement voidable. Verify signing authority in advance and attach a corporate resolution or officer certificate when entities sign to provide evidence of authority.

How long should I keep the executed agreement?

Retain the executed agreement for the full term plus at least three years; retain longer for tax, real estate, or healthcare matters in line with IRC §6501(a) and HIPAA requirements at 45 CFR §164.530(j).

Electronic Signature
Templates
Finance
Management Fee Agreement

Management Fee Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

MANAGEMENT FEE AGREEMENT

This Management Fee Agreement (the Agreement) is entered into effective as of (Effective Date) by and between:

Parties

Manager Name Manager Address Client Name Client Address

Recitals

WHEREAS, Client desires to engage Manager to provide management, advisory and administrative services described below (Services) with respect to the Client’s assets or operations; and WHEREAS, Manager agrees to provide such Services in consideration of fees and reimbursements as set forth in this Agreement.

Term

The term of this Agreement shall commence on the Effective Date and continue for an initial period of months, unless earlier terminated in accordance with Section Termination below. Thereafter the Agreement shall renew automatically for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Services

Manager shall provide the Services described in this section and any exhibit attached hereto. Services may include portfolio management, asset oversight, operational management, reporting and such other duties as agreed in writing.

Detailed Description of Services

Management Fee

Client shall pay Manager fees in accordance with one or more of the following fee components. Client selects the applicable components by checking the boxes and completing the corresponding fields.

Base Management Fee (calculated periodically)

Base Fee Rate Base Fee Calculation Period

Performance Fee (incentive)

Performance Fee Rate Hurdle / Benchmark

Flat Fee (fixed amount)

Flat Fee Amount Flat Fee Frequency

Invoicing and Payment Terms

Manager will issue invoices to Client in accordance with the selected fee schedule. Invoices are due and payable within days of receipt. Late payments shall bear interest at the lesser of (i) per month or (ii) the maximum rate permitted by law.

Accepted Payment Methods

Expense Reimbursement

Client agrees to reimburse Manager for pre-approved out-of-pocket expenses reasonably incurred in performance of the Services. Reimbursable expenses shall be invoiced with supporting documentation and are due in accordance with Payment Terms. Manager shall not be reimbursed for expenses that are not reasonable, customary or pre-approved in writing.

Expense Reimbursement Procedure

Reporting and Records

Manager shall provide Client with periodic reports describing Services performed and fees charged. Manager will retain records supporting fees and expenses for a period of not less than years. Client or its designated auditor may inspect such records upon reasonable notice during normal business hours.

Confidentiality

Each party agrees to maintain in confidence all non-public information received from the other party that is designated confidential or that, by its nature, should reasonably be considered confidential. Confidential information shall not include information that is publicly available, rightfully obtained from third parties, or independently developed without use of the other party’s confidential information.

Indemnification and Limitation of Liability

Each party (Indemnifying Party) shall indemnify and hold harmless the other party (Indemnified Party) from and against losses, liabilities, claims, damages and expenses arising from the Indemnifying Party’s material breach of this Agreement, willful misconduct or gross negligence. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EXCEPT FOR LIABILITIES ARISING FROM WILLFUL MISCONDUCT OR FRAUD.

Termination

This Agreement may be terminated (a) by either party for convenience upon days' written notice to the other party, (b) upon material breach by either party if such breach remains uncured for days after written notice, or (c) immediately by either party for insolvency of the other party. Upon termination, Client shall promptly pay Manager all fees and reimbursable expenses accrued through the effective date of termination.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state identified below under Notices. Any dispute arising out of or relating to this Agreement shall be resolved by the courts located in the agreed jurisdiction, unless the parties mutually agree in writing to submit the dispute to binding arbitration.

Tax and Regulatory Matters

Each party is responsible for its own taxes arising from amounts payable under this Agreement. Manager shall be responsible for payroll, employment and other taxes related to its employees. Client shall be responsible for any taxes or assessments levied against the fees or reimbursements unless otherwise required by applicable law.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party designates by notice in writing.

Manager Notice Address Client Notice Address

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No modification or waiver shall be effective unless in writing signed by both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Additional Terms (optional)

Manager:

By:

Date:

Client:

By:

Date:

What a Management Fee Agreement Covers

Management Fee Agreement is a contract that documents the fee, scope, and terms under which a manager or management company provides oversight, administration, or operational services for an asset, fund, property, or portfolio. It sets the fee calculation method (flat, percentage of assets, performance‑based), billing frequency, reporting obligations, expense allocations, and termination triggers. Parties can specify governing law, audit rights, confidentiality, indemnities, and dispute resolution. Clear terms reduce disputes and provide an enforceable basis for invoicing and fee recovery. Suitable for investment managers, property managers, and servicers.

Why a Written Fee Agreement Matters

Use a Management Fee Agreement to set predictable compensation, document billing mechanics, and allocate responsibilities between parties. Clear, written fees reduce disputes, support accurate accounting, and help ensure compliance with fiduciary and tax reporting obligations under federal and state law.

Who Typically Prepares and Signs This Agreement

Managers, asset owners, investment advisers, and property management firms use this agreement to formalize fees and responsibilities.

Investment managers overseeing private funds, limited partnerships, and pooled investment vehicles.
Property management companies charging monthly or percentage‑based fees for real estate portfolios.
Third‑party servicers and administrative agents handling reporting, billing, and compliance tasks.

Smaller businesses and third‑party administrators may adapt the agreement for single properties, portfolios, or advisory relationships.

Essential Sections to Include

A professional Management Fee Agreement should define fee calculation, payment timing, reporting obligations, expense allocation, term and termination rules, and dispute resolution to create a clear, enforceable compensation framework.

Fee Formula

Specify whether fees are fixed, a percentage of assets under management, performance‑based carried interest, or a hybrid. Include base calculation, caps, high‑water marks, and allocation rules for expenses and credits.

Billing Terms

Define invoicing frequency, payment due dates, late payment penalties, interest rates, acceptable payment methods, and any withholding or tax reporting responsibilities. Note periodic reconciliation procedures and required supporting documentation.

Reporting

Require periodic statements that show fee calculations, valuation methodology, performance metrics, and expense receipts. Specify delivery method, timing, format, and deadlines for raising disputes about reported figures.

Expenses

Identify reimbursable expenses, overhead allocations, third‑party costs, cap limits, pre‑approval processes, and documentation required for reimbursement. Clarify allocation between manager and client and treatment on termination.

Term & Termination

State the initial term, renewal conditions, notice periods, termination for cause or convenience, post‑termination wind‑down obligations, and effective date for final fee calculations and settlements.

Dispute Resolution

Specify governing law, jurisdiction, arbitration or mediation clauses, interim relief provisions, and remedies for breach. Include procedures for recovering unpaid fees and collections costs.

How to Complete and Execute the Agreement

Follow these steps to complete and execute a Management Fee Agreement correctly, whether using paper or an electronic signing platform.

01

Prepare document: Gather parties' legal names and fee terms.
02

Populate fields: Enter all required fields and calculations.
03

Review with counsel: Confirm tax and fiduciary compliance before signing.
04

Execute signatures: Obtain signatures and witnesses or notarization if required.

Configuring an Online Signing Workflow

Set up an online workflow to collect signatures, manage versions, and automate conditional fee calculations while preserving an audit trail.

Field	Configuration
Signature Type	Electronic signature (ESIGN/UETA compliant)
Authentication	Email link, SMS code, or advanced authentication
Conditional Fields	Show calculation fields only when applicable
Notifications	Email reminders and completion receipts

Execution Flow from Draft to Storage

This sequence shows routing and handling of the agreement from draft to executed copy, including optional digital signing and distribution steps.

Draft: Create agreement with fee and scope terms.
Authorize: Obtain internal approvals and authorized signers.
Sign: Sign electronically or in person per requirements.
Distribute: Share fully executed copies and store securely.

Platform Capabilities to Consider

Choose a platform that supports audit trails, PDF and DOCX formats, and secure signer authentication.

Formats: PDF, DOCX, HTML supported.
Integrations: NetSuite, Salesforce, Box, Google Workspace
Authentication: Email, SMS, or advanced authentication

Common Risks and Consequences of Errors

Incorrect Fee Calculation: May cause underpayment and disputes.

Late Filing or Reporting: Triggers IRS penalties for incorrect information returns.

Missing Signatures: Agreement may be unenforceable or challenged.

Unauthorized Signatory: Contract risk; corporate resolution may be required.

Data Privacy Breach: HIPAA or state privacy fines possible.

Tax Withholding Failure: May trigger backup withholding at 24%.

Practical Best Practices for Accuracy and Efficiency

Adopt clear drafting, standardized calculations, and version control to simplify administration, audits, and tax reporting across jurisdictions.

Use clear fee formulas

Define base, percentage, schedule, rounding, credits, and exclusions explicitly. Avoid vague phrases such as 'reasonable value' that invite differing interpretations and disputes during audits or client reviews.

Specify valuation sources

If fees depend on asset value, name the valuation provider or index, define valuation dates, and set procedures for illiquid or hard‑to‑value assets to reduce later disagreements.

Include audit and reporting rights

Grant limited audit rights with notice periods, scope limits, confidentiality protections, and who pays for routine audits versus disputed investigations to prevent cost shifting.

Document termination calculations

Spell out final fee computations, prorations, holdbacks, and disputed fee handling. Consider escrow or reserve mechanisms if final valuations may change after termination.

Key Timing and Filing Deadlines to Watch

Certain tax and reporting deadlines intersect with management fees and contractor payments; track these dates to avoid penalties.

W-9 on Request:

No statutory deadline; provide a completed W-9 when requested by a payer.

1099-NEC Deadline:

Form 1099-NEC to recipient and IRS due January 31 for nonemployee compensation.

1099-MISC Deadlines:

Recipient due January 31; paper IRS filing due February 28; electronic filing due March 31.

Individual Return Deadlines:

Form 1040 due April 15; extensions to October 15 using Form 4868.

Record Retention:

Keep fee calculations and supporting documents to satisfy IRS and auditors for the applicable retention period.

Security and Compliance Controls to Preserve Confidentiality

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

Certifications: SOC 2 Type II and ISO 27001 available.

HIPAA Support: BAA available for protected health information.

ESIGN/UETA: Compliant with ESIGN and UETA legal frameworks.

Audit Trail: Timestamp, IP, and action log retained.

Access Controls: Role-based permissions and SSO available.

eSignature Pricing and Feature Comparison

Compare per-user pricing, trial availability, bulk send, audit trail, HIPAA support, and envelope limits across common vendors with signNow 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
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions About Management Fee Agreements

Answers to common Management Fee Agreement questions covering signing, modifications, tax reporting, notarization, and dispute resolution.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures meet U.S. legal requirements under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states when intent, consent, attribution, and retention are present; check for any transaction exceptions such as required notarization.
Is notarization or witnesses required?
Generally not for commercial fee agreements, but specific transactions or state rules may require notarization or witnesses. If a notary is required, consider Remote Online Notarization where permitted and follow state retention rules for audio‑video records.
How should fees be reported for tax purposes?
Report management fees according to IRS guidance and retain supporting invoices. Failure to provide correct payee TINs can trigger backup withholding at 24% and penalties under IRC §6721 for incorrect information returns.
Can parties change fees after execution?
Yes, but changes should be made by written amendment signed by authorized representatives. Specify amendment procedures, effective dates, and whether retroactive adjustments are permitted to avoid disputes.
What if a signer lacked authority?
An unauthorized signature can render the agreement voidable. Verify signing authority in advance and attach a corporate resolution or officer certificate when entities sign to provide evidence of authority.
How long should I keep the executed agreement?
Retain the executed agreement for the full term plus at least three years; retain longer for tax, real estate, or healthcare matters in line with IRC §6501(a) and HIPAA requirements at 45 CFR §164.530(j).

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