A Sub-Advisory Agreement is an agreement between a company and an investment
advisor. The investment advisor creates and manages accounts of the company's
clients for the purposes of investing securities and capital of the client. This Agreement
contains both standard clauses as well as opportunities for customization to ensure that
the understandings of the parties are properly set forth. This Agreement can be used by
small businesses or other entities that want to hire an investment advisor to manage
This Subadvisory Agreement (this “Agreement”) is hereby entered into on this
____ day of ___________, 20___ by and between ____________________ (“Company”)
and _______________________ (“Subadvisor”).
WHEREAS, Company provides ____________________________ (the
“Services”) [Comment: insert brief description of the services of Company] to various
WHEREAS, Company has directed various clients to enter into an agreement
with Subadvisor to establish accounts (the “Accounts”), wherein the Subadvisor provides
management and record-keeping services of the Assets in the Accounts (“the Assets”);
WHEREAS, the clients have granted various powers to Company and Company
is desirous of retaining Subadvisor to provide money management and investment
services to Company on a discretionary basis in respect to the Assets held in such
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
I. SERVICES OF SUBADVISOR
A. Company hereby retains the Services of Subadvisor to manage the Assets
of the client (“Client”) on a discretionary basis, to commence on the date
of execution of this Agreement, and pursuant to the terms and conditions
B. Subadvisor hereby agrees to invest all securities and money of Client,
which Client deposits into the Account, without the prior consent of
C. Company hereby agrees to provide to Subadvisor a copy of the executed
agreement by Client, within ______ (___) days of such execution and
further agrees to provide to Subadvisor a copy of the Client’s investment
policy, which sets out the Client’s objectives.
D. Company and Subadvisor hereby agree that upon review by the
Subadvisor of the agreement executed by Client and the investment
policy, Subadvisor shall have the discretion to either accept or decline to
provide Services to Client.
E. Company and Subadvisor hereby agree that Subadvisor has no obligation
to Company or Client to investigate and/or obtain any non-public
© 2011 by Docstoc®, Inc. 2
information about any issuer of securities in purchasing, selling, or
recommending the purchase and sale of the Account.
F. Company and Subadvisor hereby agree that Subadvisor shall be
responsible for the filing of all documents and reports with the Securities
and Exchange Commission in the applicable jurisdiction.
II. DIALOGUE WITH CLIENT
A. Company and Subadvisor hereby agree that any and all communications
with respect to Client shall be communicated between Company and
B. Subadvisor hereby agrees to provide to Company reports on the Accounts
on a ____________ [monthly/bi-monthly] basis for review or at such
other times as Company may reasonably request.
C. Company and Subadvisor hereby agree that Subadvisor will be available
to Company for any consultations during normal business hours.
III. CLIENT INFORMATION
A. Company and Subadvisory hereby agree that Company shall perform an
initial intake interview with all potential clients, to determine if the
potential client is suitable for Subadvisor’s services.
B. Company hereby agrees to provide all information and documentation on
Client to Subadvisor upon Company determining that Client is suitable for
C. Subadvisor hereby agrees that it shall keep all information, received by it
from Company and in respect of Client, confidential and shall not disclose
any information to any third party.
D. Client shall immediately notify Company and Subadvisor of any financial
change of Client or any wish of Client to change its financial objectives.
E. Company and Subadvisor hereby agree that should Subadvisor receive no
specific instructions in respect to the management of the Accounts,
Subadvisor shall deem such Accounts to be non-restricted under current
© 2011 by Docstoc®, Inc. 3
A. Company hereby agrees to pay to Subadvisor on a _____________
[monthly, quarterly, or annual] basis, the sum of ____________ dollars
($__________) as payment for the Services.
B. Company and Subadvisor hereby agree that the sum referred to in section
IV.A above shall be calculated on a per account basis.
C. For Accounts terminated prior to the end of a quarter, the fee payable to
Subadvisor shall be pro-rated as of the date of termination of such
V. AUTHORIZED AGENT
Company hereby grants all discretionary powers to Subadvisor to enable
Subadvisor to perform all of the Services contemplated herein. Company hereby further
appoints Subadvisor as its authorized agent for purposes of performing such Services.
VI. REPRESENTATIONS AND WARRANTIES
A. Subadvisor hereby represents and warrants to Company that it is licensed
and registered as an investment advisor under the State of _________
__________________ Act [Comment: enter applicable investment
B. Subadvisor is duly authorized and registered as an investment advisor in
each State in which Subadvisor performs its Services in respect of the
C. Subadvisor shall maintain its status as a registered investment advisor in
each State that it is performing Services in connection with the Accounts
and hereby agrees to operate in full compliance with the laws of any
D. Company hereby represents and warrants to Subadvisor that it is licensed
and registered as an investment advisor under the State of _________
_______________ Act. [Comment: enter the applicable Act]
E. Company is duly authorized and registered as an investment advisor in
each State in which Company performs any activities or Services in
connection with the Accounts.
F. Company shall maintain its status as a registered investment advisor at all
times during the term of this Agreement and shall be in compliance with
all applicable laws at all times.
© 2011 by Docstoc®, Inc. 4
G. Company has all necessary power and authority to enter into this
Agreement with Subadvisor, such Agreement constitutes a valid and
binding obligation of Company, and that same is enforceable against
Company and Subadvisor in accordance with the terms and conditions of
H. Company shall not at any time use any materials that refer to Subadvisor
in any manner whatsoever, without the prior written consent of
A. Company and Subadvisor hereby agree that any and all information
pertaining to Client, the Accounts, or the Assets shall be deemed
confidential information for use by Subadvisor and such confidential
information shall not be provided or distributed to any third party.
B. The confidentiality provisions of this Agreement shall remain in full force
and effect for a period of ___________ (___) years after the termination of
Company and Subadvisor (each the “indemnifying party”) agree to indemnify and
hold the other free and harmless from and against any demand, claim, action, suit, or
other proceeding, including but without limitation, reasonable attorney fees, not arising
out of gross negligence, bad faith or willful malfeasance by the indemnifying party with
respect to its responsibilities stated herein, by operation of law, or otherwise.
Either Company or Subadvisor may terminate this Agreement by delivering
written notice of intent to terminate to the other party. In the event that either Company
or Subadvisor terminates this Agreement for any reason whatsoever, Subadvisor shall
take no discretionary action with regard to the Assets in the Accounts, unless and until
such time Company instructs Subadvisor otherwise in writing.
X. DISPUTE RESOLUTION
The Parties hereby commit to good faith negotiations for a period of _______
(___) days from the date of notice, by one Party to another, that there is a dispute
between the Parties arising out of or relating to the validity, construction, meaning,
performance, or effect of this Agreement or the rights and liabilities of the Parties hereto
with respect to same (the “Dispute”), prior to referring the dispute to arbitration. If after
the _______ (___) day negotiation period, the Dispute persists, the Dispute shall be
determined by arbitration pursuant to the Arbitrations Act _______________ [Comment:
© 2011 by Docstoc®, Inc. 5
insert Act or Statute applicable], by a panel of three (3) arbitrators, one to be appointed
by each disputing Party within ________ (___) business days after the end of such
_______ (____) day negotiation period, and a third to be appointed within _________
(___) business days thereafter by the two arbitrators appointed by the Parties. If one of
the Parties fails to appoint its arbitrator within such ____________ (____) business day
period, the arbitrator that has been appointed shall conduct the arbitration with no right of
the other Party to subsequently appoint its own arbitrator. The award rendered by the
arbitrator or arbitrators shall be final, binding, and not subject to appeal. The arbitrator or
arbitrators shall be empowered to determine all questions of law and fact, shall have all
powers of the Arbitration Act _______________ [Comment: insert Act or Statute
applicable] and may grant interim injunctive relief. The prevailing Party shall be entitled
as part of the arbitration award to the reasonable costs and expenses (including legal fees
and disbursements) of investigating, preparing, and pursuing such claim or defense, and
the Party enforcing an award shall be entitled to reasonable costs and expenses (including
legal fees and disbursements) incurred in connection therewith.
A. Any notice, certificate, consent, determination, or other communication
required or permitted to be given or made under this Agreement shall be
made in writing and shall be effectively given and made if (i) delivered
personally, (ii) sent by prepaid courier service or mail, or (iii) sent prepaid
by fax or other similar means of electronic communication, in each case to
the following addresses:
Facsimile: (_____) ________
With a copy to:
Facsimile: (_____) ________
Facsimile: (___) __________
With a copy to:
Facsimile: (_____) ________
© 2011 by Docstoc®, Inc. 6
B. Any such communication so given or made shall be deemed to have been
given, made, and received on the day of delivery if delivered, or on the
day of faxing or sending by other means of recorded electronic
communication, provided that such day, in either event, is a business day
and the communication is so delivered, faxed or sent prior to 4:30 p.m. on
such day. Otherwise, such communication shall be deemed to have been
given, made, and received on the next following business day. Any such
communication sent by mail shall be deemed to have been given, made,
and received on the fifth business day following the mailing thereof;
provided however that no such communication shall be mailed during any
actual or apprehended disruption of postal services. Any such
communication given or made in any other manner shall be deemed to
have been given, made, and received only upon actual receipt.
C. Company or Subadvisor may from time to time change its address under
this Section XI by notice to the other party given in the manner provided
XII. GENERAL PROVISIONS
A. The Services provided by Company and Subadvisor pursuant to this
Agreement are non-exclusive.
B. Except as otherwise set out herein, Company and Subadvisor shall be
responsible for their own legal and other expenses incurred in connection
with the negotiation, preparation, execution, delivery, and performance of
C. Company and Subadvisor shall not assign this Agreement to any other
party without the prior written consent of the other party.
D. This Agreement (together with all other agreements or documents
executed by Company and Subadvisor as may be contemplated by this
Agreement) constitutes the entire agreement between Company and
Subadvisor pertaining to the subject matter of herein and supersedes all
prior agreements, understandings, negotiations, and discussions, whether
oral or written including, without limitation, any confidentiality
agreements which may have been entered into between Company and
Subadvisor prior to the date hereof.
E. This Agreement shall inure to the benefit of, and be binding upon on each
of Company and Subadvisor, their respective successors, and permitted
© 2011 by Docstoc®, Inc. 7
F. Any provision of this Agreement which, as it may relate to Company or
Subadvisor, is prohibited or unenforceable in any jurisdiction shall, as to
that jurisdiction, be ineffective to the extent of such prohibition or
unenforceability and shall be severed from the balance of this Agreement,
without affecting the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction.
G. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same instrument. Counterparts
may be executed either in original or faxed form and the parties adopt any
signatures received by a receiving fax machine as original signatures of
the parties; provided, however, that any party providing its signature in
such manner shall promptly forward to the other party an original of the
signed copy of this Agreement so faxed.
H. This Agreement shall be governed by and construed in accordance with
the laws of the State of ________________ and the laws of __________
[Comment: enter country] applicable in that State.
© 2011 by Docstoc®, Inc. 8
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first above-written.
I have authority to bind Company.
I have authority to bind Subadvisor.
[or if Subadvisor is an individual]
© 2011 by Docstoc®, Inc. 9