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Sub Advisor Agreement Template for Germany

This document is a comprehensive legal agreement governed by German law that establishes and regulates the relationship between a primary investment advisor and a sub-advisor. It sets forth the terms and conditions under which the sub-advisor provides investment management services, including specific investment strategies, compliance with German financial regulations (such as KWG and WpHG), risk management procedures, reporting requirements, and fee arrangements. The agreement incorporates necessary provisions to ensure compliance with German and EU regulatory requirements, including MiFID II implementation and GDPR considerations.

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What is a Sub Advisor Agreement?

The Sub Advisor Agreement is essential in situations where an investment manager or financial institution seeks to delegate certain investment management responsibilities to a specialized third-party advisor while maintaining oversight and primary client relationships. This document is particularly crucial in the German financial services landscape, where strict regulatory requirements govern such delegations. The agreement must comply with German financial regulations, including the Banking Act (KWG), Securities Trading Act (WpHG), and Investment Firm Act (WpIG), as well as EU regulations such as MiFID II and GDPR. The document typically includes detailed provisions on investment strategies, risk management, compliance procedures, reporting requirements, and fee structures, ensuring clear delineation of responsibilities and regulatory compliance in the sub-advisory relationship.

What sections should be included in a Sub Advisor Agreement?

1. Parties: Identification of the primary advisor and sub-advisor, including regulatory status and licenses

2. Background: Context of the agreement, including the primary advisor's relationship with clients and need for sub-advisory services

3. Definitions: Key terms used throughout the agreement, including regulatory and technical terms

4. Appointment and Scope of Services: Formal appointment of sub-advisor and detailed description of services to be provided

5. Regulatory Compliance: Obligations to comply with German financial regulations, including KWG, WpHG, and MiFID II requirements

6. Duties and Responsibilities: Specific duties of the sub-advisor, including investment management, reporting, and communication requirements

7. Standard of Care: Required level of professional care, skill, and diligence in providing services

8. Fees and Compensation: Fee structure, calculation methods, payment terms, and expenses

9. Representations and Warranties: Statements regarding qualifications, licenses, and compliance status

10. Confidentiality and Data Protection: Obligations regarding confidential information and GDPR compliance

11. Risk Management: Risk monitoring, management procedures, and reporting requirements

12. Term and Termination: Duration of agreement and circumstances for termination

13. Liability and Indemnification: Allocation of liability and indemnification obligations

14. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes

What sections are optional to include in a Sub Advisor Agreement?

1. Cross-Border Services: Required when sub-advisor provides services across multiple jurisdictions, addressing additional regulatory requirements

2. Delegation: Needed when sub-advisor may delegate certain functions to third parties

3. Investment Restrictions: Specific investment limitations or restrictions beyond standard regulatory requirements

4. Performance Reporting: Detailed performance calculation and reporting requirements if specific methods are required

5. Intellectual Property: Required when proprietary investment methods or technology are involved

6. Business Continuity: Detailed disaster recovery and business continuity requirements if not covered in schedules

7. ESG Considerations: Required when environmental, social, and governance factors are part of the investment strategy

What schedules should be included in a Sub Advisor Agreement?

1. Schedule A - Investment Guidelines: Detailed investment objectives, strategies, and restrictions

2. Schedule B - Fee Schedule: Detailed breakdown of fees, calculation methods, and payment terms

3. Schedule C - Service Level Agreement: Specific performance metrics, reporting requirements, and service standards

4. Schedule D - Compliance Procedures: Detailed compliance requirements and procedures

5. Schedule E - Data Protection Protocol: Specific procedures for handling personal data under GDPR

6. Appendix 1 - Required Regulatory Disclosures: Mandatory disclosures under German financial regulations

7. Appendix 2 - Key Personnel: List of key personnel responsible for providing sub-advisory services

8. Appendix 3 - Risk Management Procedures: Detailed risk management and monitoring procedures

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

Jurisdiction

Germany

Publisher

Genie AI

Cost

Free to use

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