Investment Advisory Agreement Template Template for the United States

An Investment Advisory Agreement template formalizes the professional relationship between an investment adviser and a client in the United States. It is the reference document both parties return to when a question comes up about services, fees, or rights, and it sets the compliance baseline under federal securities laws for how the advisory relationship runs.

What is an investment advisory agreement?

It is a written contract that defines the terms of an advisory relationship: the services the adviser provides, how the adviser is paid, the level of investment authority granted, and the obligations each side owes the other. The same document is often called an investment advisory contract or an advisory contract, and the terms are interchangeable. Sections typically cover the scope of services, fees, custody, risk disclosures, privacy, termination, and notice, so both parties understand their rights before any funds are managed.

What does an investment advisory agreement mean for each party?

For the client, it means a clear record of what the adviser is authorized to do and what it costs. For the adviser, it means the terms of the working relationship are set in writing before assets change hands. The document defines how the adviser and client work together day to day, how they communicate, and how either side ends the arrangement. Once the terms are agreed, both parties know where they stand without going back to first principles each time a question arises.

When do you need this document?

You need this agreement whenever you establish a new advisory relationship or update an existing client contract to meet current standards. Registered investment advisers must have a written agreement in place before providing services to retail clients, following the Investment Advisers Act of 1940. It also matters when you transition clients from a broker-dealer relationship to fee-based advisory services, launch a new investment program, or expand into financial planning or portfolio management. Update the agreement whenever you make material changes to fee structures, service offerings, custody arrangements, or the notice period for ending the relationship.

What key terms and sections should the agreement include?

A complete agreement reads section by section so nothing is left to assumption. The core components usually cover:

• Scope of services. What the adviser will and will not do, and whether authority is discretionary or non-discretionary.
• Fees and compensation. Management fees, any performance fees, billing frequency, and any third-party payments, disclosed in full.
• Fiduciary duty. A clear statement that the adviser acts in the client's best interest.
• Custody arrangements. Who holds client assets and the safeguards that apply.
• Risk disclosures. Plain descriptions of investment strategies and the potential for loss.
• Privacy and privacy policy. How client personal information is collected, used, and protected.
• Termination and notice. The notice period either party must give to end the relationship and how fees are settled on exit.
• General provisions. Governing law, assignment, amendment, and how the parties contact each other.

What are the key legal considerations?

The agreement must clearly establish the adviser's fiduciary duty to act in the client's best interest. Fee disclosure provisions matter and should detail every compensation method. Specify investment authority levels and include risk disclosures about strategies and potential losses. Custody provisions should comply with SEC Rule 206(4)-2 where the adviser has custody of client assets. Privacy clauses should address Regulation S-P for safeguarding client information, and anti-money laundering provisions should reference USA PATRIOT Act obligations.

What are the legal requirements in the United States?

Under the Investment Advisers Act of 1940, a registered adviser must deliver the Form ADV Part 2 brochure and maintain a written agreement that meets federal fiduciary standards. State-registered advisers follow additional state-specific requirements, which may include bonding, net worth minimums, and enhanced disclosure obligations. The Dodd-Frank Act added requirements for advisers managing over $100 million in assets, including record-keeping and reporting standards. Marketing rule compliance applies to any performance advertising or client testimonials, with appropriate disclaimers about past performance and risk.

How does GenieAI help you draft it?

GenieAI drafts the agreement against your own terms and flags each clause red, amber, or green so you can see, at a glance, which sections are standard, which need a decision, and which sit outside your usual position. You set your rules once, then move fast on every new client with a document that stays consistent. For related contracts, see the Confidentiality Agreement template.