Discretionary Management Agreement for the United States

Discretionary Management Agreement Template for United States

A Discretionary Management Agreement is a legal contract governed by U.S. federal and state securities laws that establishes a relationship between an investment manager and a client. The agreement grants the manager authority to make investment decisions on behalf of the client without prior consultation, subject to agreed-upon investment guidelines and restrictions. It outlines the scope of authority, investment objectives, fees, reporting requirements, and fiduciary responsibilities in accordance with SEC regulations and applicable securities laws.

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What is a Discretionary Management Agreement?

The Discretionary Management Agreement serves as the foundational document for professional investment management relationships in the United States. It is used when clients wish to delegate investment decision-making authority to professional managers while maintaining specific investment guidelines and restrictions. The agreement must comply with SEC regulations, the Investment Advisers Act of 1940, and other applicable federal and state securities laws. It typically includes detailed provisions on investment strategy, risk management, fees, reporting requirements, and termination conditions, while establishing clear fiduciary responsibilities for the investment manager.

What sections should be included in a Discretionary Management Agreement?

1. Parties: Identification of the investment manager and client

2. Background: Context of the agreement and basic premises

3. Definitions: Key terms used throughout the agreement

4. Appointment and Authority: Formal appointment of manager and scope of discretionary authority

5. Investment Guidelines: Parameters and restrictions for investment decisions

6. Fees and Expenses: Management fees, performance fees, and other charges

7. Reporting Requirements: Frequency and content of performance reports

8. Representations and Warranties: Legal statements by both parties

9. Termination: Conditions and process for ending the agreement

What sections are optional to include in a Discretionary Management Agreement?

1. ERISA Provisions: Required when managing retirement assets subject to ERISA regulations

2. Soft Dollar Arrangements: Disclosure of research and brokerage arrangements when manager uses soft dollar benefits

3. Foreign Investment Provisions: Special provisions for international investments when portfolio includes non-US investments

4. Proxy Voting: Authority and policy for voting proxies when manager handles proxy voting

What schedules should be included in a Discretionary Management Agreement?

1. Investment Policy Statement: Detailed investment objectives and constraints

2. Fee Schedule: Detailed breakdown of all fees and charges

3. Authorized Persons: List of individuals authorized to act on behalf of client

4. Risk Disclosure Statement: Detailed disclosure of investment risks

5. Form ADV: SEC registration document and disclosure brochure

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Investment Advisers Act of 1940: Primary federal law regulating investment advisers. Sets forth registration requirements, fiduciary duties, and disclosure obligations for investment advisers.

Investment Company Act of 1940: Federal law regulating the organization and operation of investment companies, including mutual funds and other investment vehicles.

Securities Act of 1933: Fundamental securities law requiring registration of securities offerings and mandating disclosure requirements to protect investors.

Securities Exchange Act of 1934: Governs secondary market trading and establishes the SEC. Contains anti-fraud provisions and ongoing reporting requirements.

Dodd-Frank Act: Comprehensive financial reform legislation that enhanced regulatory oversight and introduced new requirements for investment advisers.

ERISA: Employee Retirement Income Security Act - Critical when managing retirement assets, setting strict fiduciary standards and operational requirements.

SEC Regulations: Detailed rules and regulations implemented by the Securities and Exchange Commission governing investment management activities.

FINRA Rules: Self-regulatory organization rules governing broker-dealers and their interactions with investment advisers.

Blue Sky Laws: State-specific securities regulations that must be considered alongside federal requirements.

Form ADV Requirements: Mandatory disclosure document for registered investment advisers, detailing business practices, fees, conflicts of interest, and disciplinary history.

Bank Secrecy Act: Anti-money laundering requirements including customer identification and suspicious activity reporting.

USA PATRIOT Act: Enhanced AML requirements and customer due diligence obligations for financial institutions.

Gramm-Leach-Bliley Act: Privacy law requirements for financial institutions, including obligations regarding the protection and disclosure of customer information.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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