Sub Advisory Agreement Template for Australia

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Key Requirements PROMPT example:

Sub Advisory Agreement Template

"I need a Sub Advisory Agreement Template under Australian law for a fixed-income investment mandate, with specific provisions for ESG compliance and cross-border operations with New Zealand clients, to be implemented by March 2025."

Document background
The Sub Advisory Agreement Template is designed for use in the Australian financial services sector when a licensed investment manager (primary advisor) wishes to delegate certain investment management responsibilities to another qualified investment manager (sub-advisor). This template is specifically structured to comply with Australian regulatory requirements, including ASIC regulations and the Corporations Act 2001. The agreement comprehensively addresses key aspects such as regulatory compliance, investment mandates, risk management, reporting obligations, and fee arrangements. It is particularly relevant for firms operating under Australian Financial Services Licenses (AFSL) and includes provisions for the protection of underlying clients' interests, data privacy, and operational risk management. The template can be customized based on specific investment strategies, asset classes, and service requirements while maintaining compliance with Australian regulatory frameworks.
Suggested Sections

1. Parties: Identifies the primary advisor and sub-advisor, including their registered addresses and regulatory licenses

2. Background: Sets out the context of the agreement, including the primary advisor's relationship with its clients and the intention to delegate certain investment management functions

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope: Details the appointment of the sub-advisor and the scope of delegated services

5. Regulatory Status and Compliance: Confirms the parties' regulatory authorizations and compliance obligations

6. Services and Obligations: Comprehensive description of investment management services to be provided and related obligations

7. Investment Guidelines: Sets out the investment parameters, restrictions, and guidelines to be followed

8. Fees and Expenses: Details the fee structure, calculation methods, and payment terms

9. Representations and Warranties: Standard and specific representations and warranties from both parties

10. Reporting and Documentation: Specifies required reports, frequency, and documentation requirements

11. Confidentiality: Provisions regarding the protection of confidential information

12. Data Protection and Privacy: Obligations regarding data protection and privacy compliance

13. Risk Management and Controls: Details risk management procedures and internal controls

14. Liability and Indemnification: Sets out liability limitations and indemnification provisions

15. Term and Termination: Duration of the agreement and termination provisions

16. Post-Termination Obligations: Obligations that survive termination of the agreement

17. Governing Law and Jurisdiction: Specifies Australian law as governing law and jurisdiction for disputes

18. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Delegation and Sub-Contracting: Required if the sub-advisor may delegate any functions to third parties

2. Cross-Border Provisions: Needed when services involve multiple jurisdictions or offshore elements

3. Service Level Agreement: Optional section detailing specific performance metrics and service levels

4. Business Continuity: Detailed business continuity requirements if not covered in schedules

5. ESG Investment Considerations: Required if environmental, social, and governance factors are part of the investment mandate

6. Custody Arrangements: Needed if the sub-advisor has any involvement with custody arrangements

7. Performance Fee Provisions: Required if performance-based fees are part of the compensation structure

8. Soft Dollar Arrangements: Needed if soft dollar arrangements are permitted and regulated

9. Marketing and Branding: Required if the sub-advisor has any marketing or branding rights

Suggested Schedules

1. Schedule 1 - Investment Mandates: Detailed investment strategies, objectives, and restrictions for each mandate

2. Schedule 2 - Fee Schedule: Detailed fee calculations, including any performance fees and expenses

3. Schedule 3 - Service Requirements: Specific service requirements, deliverables, and timeframes

4. Schedule 4 - Reporting Requirements: Templates and specifications for required reports

5. Schedule 5 - Key Personnel: List of key personnel responsible for providing services

6. Schedule 6 - Operational Procedures: Detailed operational procedures and workflows

7. Appendix A - Compliance Requirements: Specific compliance obligations and procedures

8. Appendix B - Risk Management Framework: Detailed risk management procedures and controls

9. Appendix C - Business Continuity Plan: Overview of business continuity and disaster recovery procedures

10. Appendix D - Data Protection Protocol: Detailed data protection and privacy 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 | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Investment Management

Asset Management

Wealth Management

Banking

Superannuation

Private Equity

Hedge Funds

Insurance

Funds Management

Relevant Teams

Legal

Compliance

Investment Management

Risk Management

Operations

Product Development

Client Services

Due Diligence

Portfolio Management

Investment Operations

Fund Administration

Relationship Management

Relevant Roles

Chief Investment Officer

Portfolio Manager

Investment Director

Chief Legal Officer

Legal Counsel

Compliance Officer

Risk Manager

Operations Director

Investment Operations Manager

Chief Operating Officer

Fund Manager

Investment Analyst

Due Diligence Officer

Relationship Manager

Product Manager

Chief Compliance Officer

Investment Committee Member

Industries
Corporations Act 2001 (Cth): Primary legislation governing corporate entities and financial services in Australia. Particularly relevant are Chapter 7 (Financial Services and Markets) and requirements for Australian Financial Services License (AFSL) holders.
Australian Securities and Investments Commission Act 2001: Regulates the conduct of financial services providers and establishes ASIC's regulatory powers. Important for understanding compliance obligations and enforcement mechanisms.
Anti-Money Laundering and Counter-Terrorism Financing Act 2006: Sets out obligations for financial services providers regarding customer identification, transaction monitoring, and reporting requirements.
Privacy Act 1988: Governs the handling of personal information, including requirements for privacy policies and cross-border data transfers, which is relevant for client data handling.
Competition and Consumer Act 2010 (including Australian Consumer Law): Contains provisions regarding fair trading and consumer protection that may apply to the provision of financial services.
ASIC Regulatory Guides: While not legislation, these provide essential guidance on ASIC's interpretation and application of the law, particularly RG 179 (Managed Discretionary Account Services) and RG 181 (Licensing: Managing Conflicts of Interest).
Financial Sector (Collection of Data) Act 2001: Relevant for reporting obligations and data collection requirements imposed on financial sector entities.
Foreign Account Tax Compliance Act (FATCA) Implementation Agreement: International agreement implemented in Australia affecting reporting requirements for financial institutions dealing with US persons or entities.
Common Reporting Standard (CRS) Implementation: International standard for automatic exchange of financial account information, implemented in Australia through domestic legislation.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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