| name | investment-advisory-agreement |
| title | Investment Advisory Agreement |
| description | Drafts a U.S. Investment Advisory Agreement (IAA) for SEC- or state-registered advisers under the Investment Advisers Act of 1940, SEC Rules 204-3, 206(4)-2, and 206(4)-3. Use when onboarding an advisory client, establishing a new advisory relationship, or updating an existing IAA. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/investment-advisory-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | investment-funds |
| language | en |
| tags | ["agreement","drafting","regulatory","transactional"] |
Investment Advisory Agreement
Produces a compliant IAA covering fiduciary duties, authority scope, fee structures, Form ADV delivery, custody, proxy voting, and assignment restrictions under IAA § 205(a)(2).
Prerequisites
- Adviser details — legal entity name, registration status (SEC or state), CRD number, principal office
- Client details — full legal name(s), account type (individual, joint, trust, entity), investment objectives, risk tolerance, time horizon
- Form ADV Part 2A & 2B — current brochure and brochure supplements
- Fee schedule — AUM percentages, tier breakpoints, billing frequency, minimum fees
- Custodian — qualified custodian identity or selection process
- Service scope — discretionary vs. non-discretionary; ancillary services if any
- Proxy voting policy — adviser's written policy if accepting proxy authority
Search uploaded documents for existing Form ADV, prior IAA, fee schedules, and client data before drafting. If any prerequisite is missing, pause and ask — do not assume or fill gaps.
Core Workflow
1. Cover Page
Agreement title, party legal names, effective date, and table of contents if >5 pages.
2. Services
| Element | Content |
|---|
| Authority type | State discretionary or non-discretionary with practical implications |
| Portfolio management | Methodology, asset allocation, rebalancing frequency, review cadence |
| Ancillary services | Financial planning, retirement, estate coordination — only if in scope |
| Out-of-scope | Tax prep, legal drafting, accounting excluded; referrals to qualified professionals |
3. Fees & Billing
| Element | Content |
|---|
| Advisory fee | Annual % of AUM; tiered schedule with breakpoints and worked dollar examples |
| Calculation basis | Specify: beginning / ending / average daily balance |
| Billing frequency | Quarterly in advance, in arrears, monthly, or annual |
| Payment method | Direct debit (written authorization required) or invoice |
| Pro-ration |
