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The Sub Advisory Agreement Template is designed for situations where a primary investment adviser seeks to delegate certain investment management responsibilities to another registered investment adviser while maintaining regulatory compliance. This document is crucial in the United States investment management industry, where it must comply with SEC regulations, the Investment Advisers Act of 1940, and state securities laws. The agreement typically includes detailed provisions for investment guidelines, fee arrangements, compliance procedures, and reporting requirements, while establishing clear lines of responsibility and accountability between the primary adviser and sub-adviser. It's particularly relevant for investment advisers looking to expand their investment capabilities or access specialized expertise while maintaining their primary client relationships.

1. Parties: Identifies the primary adviser and sub-adviser, including their legal status and registration details

2. Background: Explains the context of the agreement and the primary adviser's desire to delegate certain investment management responsibilities

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Authority: Formal appointment of sub-adviser and scope of delegated authority

5. Services and Responsibilities: Detailed description of investment management services to be provided

6. Compliance with Laws and Regulations: Requirements for regulatory compliance and maintaining necessary registrations

7. Fees and Expenses: Compensation structure and payment terms

8. Standard of Care: Fiduciary obligations and performance standards

9. Representations and Warranties: Legal assurances from both parties

10. Term and Termination: Duration of agreement and termination provisions